Bangladesh’s expanding economy and advantageous location make it a profitable place to expand your commercial activities. In Bangladesh, registering a foreign corporation requires negotiating many legal procedures and processes. In this guide, we will walk you through the process of properly registering your foreign business in Bangladesh, ensuring that it complies with local laws and enabling a smooth entry into the Bangladeshi market.
In this article, we discuss How to register a foreign company in bangladesh.
STEP 1: Obtain Name Clearance
Before you can set up your company in Bangladesh, you need to get the name approved. This means sending an application with your chosen name to the RJSC (Registrar of Joint Stock Companies and Firms) for name clearance.
STEP 2: Documentation
The following documents must be prepared for the purpose of the incorporation of the company:
- Memorandum of Association (MoA)
- Articles of Association (AoA)
- Obtaining & executing the following forms:
- Form i (Declaration on registration of the Company)
- Form vi (Notice of situation of registered office)
- Form ix (Consenting to be a director; minimum 2 directors required)
- Form xii (Particulars of the directors)
[If this process seems complex, there’s no need to worry. Your lawyer will handle all of these steps for you.]
Step 3: Initiating a Temporary Corporate Bank Account
- For international businesses venturing into Bangladesh, opening a corporate bank account is a crucial step. Begin by securing a temporary bank account in the company’s proposed name, ensuring you have the name clearance certificate from RJSC (Registrar of Joint Stock Companies and Firms). This account is pivotal for your business’s initial financial transactions and must be regularized once your company secures full registration.
- Upon account creation, it’s essential to transfer the initial capital contribution to this account. Following this, obtaining an Encashment Certificate from the bank is necessary. This certificate verifies the successful remittance of your capital contribution. Keep in mind, this account serves solely for the registration phase of your foreign company in Bangladesh.
Step 4: Finalizing Registration With the RJSC
Completing your company’s registration involves submitting all prepared documents and the requisite government fees to the RJSC. This final step is fundamental in officially establishing your foreign business in Bangladesh. Upon thorough review of your submission, the RJSC will register your company and issue your Certificate of Incorporation, marking the beginning of your business journey in Bangladesh.
STEP 5: Post-Registration Compliances
After the registration process is completed, a Private Limited Company may have to obtain any or all the following documents, depends on the natures of business:
- Trade license from the relevant City Corporation.
- Trademark & Copyright registration.
- Tax Identification Number (TIN) from the National Board of Revenue (NBR)
- VAT Registration Certificate from NBR
- Fire Certificate from the Bangladesh Fire Service and Civil Defense Authority (for industrial ventures)
- BIDA registration, Export / Import Licenses, and Membership in relevant business associations in Bangladesh.
- Environment Clearance Certificate from the Department of Environment, if the company is involved in industrial projects (for industrial ventures)
- Investor visas, work permits and employee visas for foreign nationals.
Documents / Information Checklist for Foreign Nationals
- Proposed company name(s).
- Office address & email address.
- Scanned copy of the Passport of each director.
- Signature of all directors and shareholders.
- Photo of all directors and shareholders.
- Mobile number & email address of all directors.
- Authorised capital, paid-up capital & Percentage of share.
- Who will operate the Bank Account(s)?
- Who will be the Chairman, Managing Director, Director, etc?
Conclusion
To successfully register and establish your presence in the Bangladeshi market, it is important to understand the legal requirements, organize the necessary paperwork, and fulfill all post-registration responsibilities. If you are looking to register a foreign company in Bangladesh our company lawyers can ensure the process is seamless for you. We hope our guide has helped you familiarize yourself more with how to register a foreign company in Bangladesh.