Want to start a company in Bangladesh but do not have a business partner? You can now do it alone. The law lets you set up a One Person Company (OPC) with just yourself as the owner. At Legal Advice BD, we help solo founders, freelancers, consultants, and small business owners register their OPC the right way — from name clearance at RJSC to your final Certificate of Incorporation. We also handle the steps that come after, like Trade License, TIN, and VAT registration. If you are ready to start, schedule an appointment or call +88 01711 349 444.
What Is a One Person Company (OPC)?
A One Person Company is a private limited company with only one shareholder. That one person is also the sole owner. The company is a separate legal body from the owner. This means your personal money and property stay safe if the business runs into debt or legal trouble. OPC came to Bangladesh through the Companies (Second Amendment) Act, 2020. The Government published it in the gazette on 26 November 2020. The Registrar of Joint Stock Companies and Firms (RJSC) started accepting OPC applications from 23 May 2021. The rules sit in Sections 392A to 392J of the Companies Act 1994 (as amended). Every OPC name must end with the words “One Person Company” or “(OPC) Limited”. For example: ABC (OPC) Limited.
Who Can Register an OPC in Bangladesh?
You can register an OPC if you meet these basic rules:
- You are a natural person (a real human being, not another company or society)
- You are at least 18 years old
- You hold a valid Bangladeshi National ID (NID)
- You are not bankrupt and have not been convicted of fraud
- You are not already running another OPC — the law allows only one OPC per person
- You are not already a nominee in another OPC
A foreign investor cannot directly register an OPC because the RJSC form needs a Bangladeshi NID. If you are a foreigner, please look at our foreign company registration in Bangladesh service instead.
OPC vs Sole Proprietorship vs Private Limited: Which One Fits You?
Many solo business owners in Dhaka ask us this. Here is the short answer:
| Feature | Sole Proprietorship | OPC | Private Limited |
| Number of owners | 1 | 1 | 2 to 50 |
| Legal status | Same as owner | Separate from owner | Separate from owner |
| Personal liability | Unlimited | Limited to share capital | Limited to share capital |
| Minimum paid-up capital | None | BDT 25 lakhs | None set by law |
| Tax filing | Personal income tax | Corporate tax | Corporate tax |
| Conversion path | Hard to scale | Can convert to Pvt. Ltd. | Can convert to Public Ltd. |
A sole proprietorship is easy to start but gives no legal protection. A private limited company needs at least two shareholders. OPC sits in the middle — solo control with limited liability.
Capital and Turnover Rules for an OPC
The Companies Act sets clear money limits for an OPC under Section 392C:
- Minimum paid-up capital: BDT 25,00,000 (25 lakhs)
- Maximum paid-up capital: BDT 5,00,00,000 (5 crores)
- Minimum yearly turnover: BDT 1 crore
- Maximum yearly turnover: BDT 50 crores
If your paid-up capital or yearly turnover grows past these limits, the law says you must convert your OPC into a private limited or public limited company. One more limit: an OPC is not allowed to invest in the shares of any other company.
Documents Needed for OPC Registration
Before we file your application, we collect these papers from you:
About the shareholder (you):
- National ID (NID) copy
- One passport-size photo
- Tax Identification Number (TIN)
- Email address and mobile number
- Educational qualification details
About the nominee:
The nominee is the person who takes over the company if you die or cannot run it any longer. We need:
- Nominee’s NID copy
- Nominee’s passport-size photo
- Nominee’s TIN
- Signed consent form from the nominee
About the company:
- Three proposed company names (in case the first is already taken)
- Registered office address inside Bangladesh (commercial or residential)
- Authorized capital and paid-up capital amounts
- Main business activity
- Memorandum of Association (MoA) and Articles of Association (AoA) — we draft these for you using Schedules 9A and 9B
- Form IX (consent to act as director)
- Form I (declaration of registration)
- Subscriber page
How to Register an OPC in Bangladesh: Step-by-Step
Here is how the OPC registration process works at Legal Advice BD:
Step 1: Free First Meeting
You meet our team at our Ramna office, or speak to us by phone or video call. We learn about your business plan and check if OPC is the right fit. If a private limited company or partnership firm suits you better, we will say so.
Step 2: Name Clearance from RJSC
We submit your three name choices on the RJSC online portal at roc.gov.bd. The government fee is BDT 600. The approved name stays reserved for 1 month, and we can extend it before it runs out.
Step 3: Drafting MoA and AoA
We prepare your Memorandum of Association (which lists company objectives, capital, and share details) and Articles of Association (which sets internal company rules). The MoA object clause must stay within 400 words and 7 clauses as per RJSC rules. The MoA must also name your nominee.
Step 4: Nominee Selection and Consent
You pick a person you trust as your nominee. We get their signed consent form along with their ID papers. The nominee’s name goes into the MoA.
Step 5: Online Submission to RJSC
We upload every document — MoA, AoA, Form I, Form IX, subscriber page, NID copies, photos — to the RJSC portal. We pay the government registration fee and stamp duty based on your authorized capital. (For a full breakdown, see our company registration cost in Bangladesh page.)
Step 6: RJSC Review
RJSC checks your file. They may ask for small fixes or extra papers. We handle every reply on your behalf, so you do not have to chase the office yourself.
Step 7: Certificate of Incorporation
Once RJSC approves, you get a digitally signed Certificate of Incorporation, certified MoA and AoA, and Form XII (the list of directors). This is your legal proof that the company exists. The full process usually takes 15 to 25 working days, depending on RJSC workload and how fast we get your papers.
What to Do After Your OPC Is Registered
Getting the Certificate of Incorporation is just the start. To run your business legally in Bangladesh, you must complete these steps:
- Open a corporate bank account in the company name with any scheduled bank
- Get a Trade License from the City Corporation or Union Parishad
- Get a corporate e-TIN from the National Board of Revenue (NBR) — our income tax lawyer in Dhaka handles this
- Register for VAT and BIN if your turnover crosses the legal limit — see our VAT lawyer in Bangladesh service
- Apply for sector-specific licenses if your business needs them (such as Fire License, Environment Clearance, BSTI License, Factory License, BIDA registration)
We offer all these as one package, so you do not need to deal with five different government offices on your own.
Yearly Compliance Rules for OPC
Once your OPC is alive, the law expects you to follow these rules each year:
- Hold at least one board meeting every six months (Section 392F)
- File annual financial statements with RJSC within 180 days of the end of your fiscal year (Section 392I)
- File income tax return with NBR
- Submit monthly VAT returns if you are VAT registered
- Update RJSC about any change in directors, address, share capital, or MoA/AoA (Section 392G)
- Renew your Trade License every year
Missing any of these can lead to fines and legal trouble. Many of our company lawyer clients use our yearly retainer plan, where we handle all RJSC and NBR filings on time.
Why Choose Legal Advice BD for Your OPC Registration?
OPC is a newer business form in Bangladesh, and many service providers still get the rules wrong. Here is why founders trust us:
Real experience with company law. Our founder, Advocate Nashir Ahmed Kushol, has handled over 100 company incorporations in Bangladesh and has more than 10 years of experience in corporate and civil law. He has practiced before the Dhaka District Court, Tribunals, and the Supreme Court of Bangladesh.
A team that covers every side. Our partner Tanvirul Islam Mahim is a Chartered Accountant (ICAB) and FCCA (UK), so we handle your tax and audit work too. Our consultant Nihad Kayem helps clients with FDI matters when they want to expand later.
One-roof service. Company formation, RJSC filings, e-TIN, BIN, Trade License, post-incorporation compliance — all from one office.
Clear pricing. No hidden fees. We give you a full quote in writing before we start any work.
Trusted by real businesses. We have served over 30 companies, including Pon Pure Chemical Bangladesh Ltd., Alliance Française de Dhaka, Roomchai, Edu Abroad Ltd., and many local startups.
Listed on legal directories. You can find us on Justia and Lawzana, two well-known global legal directories.
We have served clients since 2018 from our office at 117 Borak Unique Heights, Kazi Nazrul Islam Avenue, Ramna, Dhaka-1217.
Frequently Asked Questions
Can a foreigner register a One Person Company in Bangladesh?
In practice, no. The OPC application form requires a Bangladeshi National ID, which a foreigner does not hold. Foreign investors should look at our foreign company registration in Bangladesh service or set up a private limited company instead.
Can one person open more than one OPC?
No. The Companies Act allows only one OPC per natural person. You also cannot serve as a nominee in more than one OPC.
What is the minimum capital for an OPC in Bangladesh?
The minimum paid-up capital is BDT 25 lakhs (Tk. 2,500,000). The maximum is BDT 5 crores.
How long does OPC registration take?
About 15 to 25 working days. The exact time depends on RJSC workload, name clearance speed, and how fast you give us your documents.
What happens if I die or cannot run the OPC?
Your nominee, named in the MoA, takes over as the new shareholder. This is why picking a trusted nominee matters.
Can I convert my OPC into a private limited company later?
Yes. If your paid-up capital crosses BDT 5 crores or annual turnover crosses BDT 50 crores, the law says you must convert. You can also convert by choice. Our corporate lawyer in Dhaka handles both kinds of conversion.
Do I need a separate office for my OPC?
You need a registered office address inside Bangladesh. It can be commercial or residential. Many of our clients use our virtual office support during the early stage.
Is OPC the same as a sole proprietorship?
No. A sole proprietorship is not a separate legal body, and your personal assets are at risk for any business debt. An OPC is a separate company with limited liability protection.
What is the difference between authorized capital and paid-up capital?
Authorized capital is the maximum share capital your company is allowed to issue. Paid-up capital is the amount actually put into the company by you, the shareholder. For an OPC, paid-up capital must be between BDT 25 lakhs and BDT 5 crores.
Will I need a company secretary for my OPC?
The law does not force a small OPC to hire a full-time company secretary, but the sole shareholder can also act as manager and secretary. Many of our clients hand the secretarial work over to us instead, so they can focus on running the business.
Start Your One Person Company Registration Today
If you want a clear, no-stress path to set up your OPC in Bangladesh, talk to us. We will walk you through every step and handle the paperwork for you.
📞 Call us: +88 01711 349 444
📧 Email: info@legaladvicebd.com
📍 Office: 117 Borak Unique Heights, Flat #9C (8th Floor), Kazi Nazrul Islam Avenue, Ramna, Dhaka-1217
🕐 Hours: Saturday to Thursday, 10 AM to 9 PM (Friday off)