1. Company Name: 

Before forming or incorporating a company in Bangladesh, the name must first be approved (cleared).

2. Directors:

Second, the presence of at least two directors is required. Directors can be either domestic or international. Directors must be at least 18 years old, have never been bankrupt, and have never been convicted of any sort of fraud.

A director is required by law to own the qualification shares specified in the Articles of Association. A nominee director can be chosen by a shareholder who is not a natural person (i.e. a corporation).

3. Shareholders:

Thirdly In Bangladesh, a private limited corporation can have a minimum of two shareholders and a maximum of fifty. A director and a shareholder may or may not be the same person. A person or another legal body, such as a corporation, can be a shareholder.

In most sectors, 100 percent local or foreign ownership is permitted. After the Bangladeshi company has gone through the incorporation process, new shares can be issued or existing shares can be transferred to another person at any moment.

4. Capital Authorized:

The allowed capital must be stated in the Memorandum of Association and Articles of Association. It is the maximum amount of share capital that a firm can issue (allocate) to shareholders.

A portion of the allowed capital can be issued again. In Bangladesh, there is no minimum or maximum amount of allowed capital.

5. Paid-up Capital:

After the business is formed, the paid-up capital (also known as share capital) can be increased at any moment.

6. Registered Office:

In order to register a business in Bangladesh, you must use a local address as the company’s registration address. A physical address must be used as the registered address (can be either a residential or commercial address).

Articles of Association and Memorandum A memorandum of association (MOA) and articles of association must be prepared by the firm to be incorporated (AOA).

Foreigners who want to start a business in Bangladesh should examine the following factors:

1. You must register a bank account in the proposed company’s name and deposit the initial paid-up capital, as well as acquire name clearance from the Registrar of Joint Stock Companies and Firms (RJSC), i.e. the registrar of companies. This is a requirement for forming a business in Bangladesh.

2. All of the necessary company formation procedures can be completed without your needing to travel to Bangladesh. The sole exception, depending on the bank you choose, could be opening a bank account.

3. Foreigners may serve as all directors and shareholders.

4. If you only wish to form a private limited company and have no plans to relocate to Bangladesh, you do not need to obtain a special Bangladesh visa. You are free to run your business from anywhere in the world, and you are also free to visit Bangladesh on a business visa whenever you need to attend to business matters on a short-term basis.

5. If you intend to relocate your business to Bangladesh, you must first secure a work permit.

The following information is required by the company registrar for the purpose of company creation or company incorporation in Bangladesh:

Name of the company: It is necessary to secure a name clearance.

Articles of Association and Memorandum of Association: The object clause in the MOA must be under 400 words and contain seven clauses, according to RJSC.

Particulars of Shareholders: (If the shareholder is a Bangladeshi, provide his or her national ID.)

Director Information: (Including Tax Identification Number)

Subscriber Page and Signed Form IX: It will be necessary to submit a scanned copy in pdf format.

For foreigners: A copy of the shareholder’s and director’s passports.

To begin the process of forming a corporation, you must first receive name clearance for the desired company name. To get started, go to www.roc.gov.bd and register an account. After that, you’ll be able to apply for a name change. You will receive a bank payment slip after submitting your application for name clearing, on which you must pay BDT 600 to the chosen bank. You must log in to your account on the RJSC website after making the payment in order to receive the name clearance. A name that has been approved will be held for one month from the date of clearance. You can keep the name if you file an extension request before it expires.

Second, if the proposed firm has foreign shareholders, this step is only applicable.

You must open a bank account in Bangladesh in the proposed company’s name with any scheduled bank. After you’ve opened the account, you’ll need to deposit money equal to the number of shares owned by the foreign shareholder from outside Bangladesh. RJSC requires an Encashment Certificate for the establishment, which the Bank will provide.

Third, fill out the RJSC website with all of the essential information. It is also necessary to upload Form IX and the Subscriber Page. After you’ve completed all of the steps, you’ll be sent a bank payment slip to pay the registration costs and stamp duty.

You’re finished once you’ve made the bank payment. You must now follow up with the RJSC in order to receive the incorporation certificate. Officials from the RJSC will examine the documents and information. They will issue the digitally signed document if they are satisfied.

i) Certificate of Incorporation

ii) MOA and AOA, as well as

iii) XIIth Form.

These materials will be sent to the email address listed on your RJSC account.

In some situations, if the shareholders or directors are of a certain nationality, the incorporation process may be delayed. This is, however, a rare occurrence. The authorities may request extra information in such circumstances.

1. Economy Focused on Growth

Bangladesh has improved its performance in comparison to other South Asian countries throughout time. It has a consistent growth rate of 6% that is increasing. This is due to the efforts of several sectors working together.

2. Foreign investment is permitted

In most industries, 100 percent foreign investment is permitted. As a result, international corporations have a lot of leeways to operate. Foreign shareholders are allowed to control the corporation even when it comes to ownership.

3. Repatriation is permitted

Any gains or money made in Bangladesh can be sent back to the place of origin.

4. No requirement for minimum capital investment

In Bangladesh, there are a variety of structures that can be used to register a business. There is no requirement for any kind of minimum capital, though.

5. Entrepreneurial Tax Exemptions

Different types of tax exemptions are available for different types of businesses. Interest on loans, a set level of capital gains tax on sectors, and remuneration for performing overseas services in specific industries are all examples of tax exemptions.