Most guides on this topic say the same thing. This one is different.
Most articles about private limited company registration in Bangladesh list the same five steps. They tell you to get name clearance, draft your MoA and AoA, file with RJSC, and pick up your Trade License. That part is fine. But they leave out the things that actually trip up real founders — the rejected applications, the hidden costs, the tax surprises six months in, and the compliance gaps that turn into fines.
This guide is different. It comes from real cases we have handled at Legal Advice BD since 2018 — over 100 company incorporations, including local startups, family businesses, and foreign-invested ventures from China, the UAE, India, and Europe. We will walk you through what private limited company registration in Bangladesh really looks like, what it actually costs, and where the trouble usually starts. If you want to skip ahead and talk to a real lawyer, book a meeting here or call +88 01711 349 444.
Quick snapshot: the bottom line
- Law: Companies Act, 1994
- Where you register: Registrar of Joint Stock Companies and Firms (RJSC)
- Minimum shareholders: 2
- Maximum shareholders: 50
- Minimum directors: 2
- Minimum paid-up capital: None set by law (but BDT 1 lakh is the practical floor)
- Foreign ownership: 100% allowed in most sectors
- Realistic timeline: 15 – 25 working days for locals, 25 – 45 days for foreign founders
- Realistic government cost (small capital): BDT 18,000 to 25,000
- Realistic government cost (BDT 1 crore capital): BDT 35,000 to 45,000
- Annual corporate tax (non-listed): 5%That is the short version. The rest of this guide explains the parts that catch people off guard.
What a “private limited company” really means in Bangladesh
A private limited company (often shortened to Pvt Ltd) is a separate legal body. Once you register it, the company can own property, sign contracts, sue and be sued, and take on debt in its own name. You as the shareholder are only liable up to the value of your shares — not your home, your savings, or your car. This protection is the main reason most serious businesses in Dhaka register as Pvt Ltd rather than running as a sole proprietorship or partnership firm, where personal assets stay at risk.
A Bangladeshi private limited company:
- Must have between 2 and 50 shareholders
- Cannot offer shares to the public
- Cannot transfer shares freely without filings at RJSC
- Must add “Limited” or “Ltd.” at the end of its name
- Must hold a yearly Annual General Meeting (AGM)
- Must file annual returns with RJSC even in years it makes no profit
If you are a single founder and do not want a partner, the One Person Company (OPC) structure may fit you better.
5 things most clients don’t know before they start
1. You need at least 2 shareholders — even if you own the whole business yourself
Many founders try to register a private limited company alone. The Companies Act 1994 does not allow that. You need at least two. The common workaround: people give 1% (or even one share) to a spouse, parent, or trusted partner. Be careful here. Once they hold shares, they have legal rights. We have handled too many disputes between founders and “nominal” shareholders who later refused to sign share transfers. If you really want to be the sole owner, the OPC route is built for that.
2. There is no legal minimum paid-up capital — but the bank will set one
The Companies Act 1994 does not force any minimum paid-up capital. In theory, you could start a Pvt Ltd company with BDT 1. In practice, banks need a real corporate account, RJSC examiners may flag suspiciously low capital, and your business will look unserious to clients and investors. A common starting point we recommend:
- Local founders, small service business: BDT 1 lakh to 5 lakh paid-up
- Local founders, trading or product business: BDT 5 lakh to 50 lakh
- Foreign-invested company: at least USD 50,000 (about BDT 60 lakh) — this is the threshold most banks and the BIDA work-permit process expect
3. Authorized capital and paid-up capital are not the same — and the difference costs you money
Authorized capital is the maximum capital your company is allowed to issue. Paid-up capital is what shareholders have actually paid in. Government stamp duty on the AoA is calculated against your authorized capital, not paid-up. So if you set a very high authorized capital “just in case”, you pay much more upfront in stamp duty for nothing. Start small. You can always increase authorized capital later through a special resolution and an RJSC filing.
4. Your name choice can delay you by 2 weeks
RJSC rejects names that are too close to existing companies, contain restricted words (like “Bangladesh”, “national”, “bank”, “exchange”), or look misleading. Each rejection means a fresh application. Tips from our team:
- Submit 3 name options on the first try, not 1
- Avoid common words like “Global”, “International”, “Enterprise” used alone
- Check trademark conflicts on the DPDT database before applying
- Approved names stay reserved for 30 days only — extend before they lapse
5. Registration is just step 1 of 8
Many guides stop at the Certificate of Incorporation. That is a mistake. To run the company legally, you also need:
- Trade License from the City Corporation
- Corporate e-TIN from the National Board of Revenue (NBR)
- VAT registration and BIN if your turnover crosses the threshold
- Bangladesh Bank reporting (for any foreign capital)
- Permanent bank account opening
- Statutory registers and minute books
- First AGM within 18 months of incorporation
- Annual return filing with RJSC
Skip any of these and you face penalties later. Our company lawyer team handles all eight as one package, so nothing slips through.
The Real Cost of private limited company registration in Bangladesh
Most websites give a one-line answer here. We will give you the real breakdown by authorized capital.
Government fees that everyone pays
| Item | Amount (BDT) |
| Name clearance fee | 600 |
| Stamp duty on Memorandum of Association | 2,000 |
| Filing fee (per document, BDT 200 each) | 1,200 – 1,800 |
| Certified copies (MoA + AoA + Form XII) | 1,000 – 2,000 |
AoA stamp duty (depends on authorized capital)
This is the single biggest variable cost. Current RJSC rates:
| Authorized Capital | AoA Stamp Duty (BDT) |
| Up to BDT 40 lakh | 10,000 |
| BDT 40 lakh to 12 crore | 30,000 |
| Above BDT 12 crore | 50,000 |
Registration filing fee (capital-based slab)
For most small companies (capital up to BDT 50 lakh), the registration filing fee is roughly BDT 50 per BDT 1 lakh of authorized capital, plus VAT.
Realistic total — three scenarios
- A local SaaS startup, BDT 5 lakh authorized capital: ~BDT 18,000 – 22,000 government cost
- A local trading firm, BDT 50 lakh authorized capital: ~BDT 35,000 – 40,000
- A foreign-invested joint venture, BDT 5 crore authorized capital: ~BDT 60,000 – 75,000
These numbers cover government cost only. Professional fees for drafting, filing, and post-incorporation work sit on top. For a full breakdown including legal fees, see our dedicated company registration cost in Bangladesh page. Government fees are set by gazette and revised from time to time. Always confirm current rates with your lawyer before filing.
How private limited company registration actually works: the 7-step process
Step 1 — Apply for name clearance
Submit your top 3 name choices on the RJSC portal at roc.gov.bd. Pay BDT 600. Result usually comes within 1 – 3 working days.
Step 2 — Draft your MoA and AoA
The Memorandum of Association lists what your company can do. The Articles of Association set the internal rules. Your MoA object clause must stay within 400 words and 7 clauses under RJSC rules. We draft both based on Schedules I and II of the Companies Act 1994.
Step 3 — Open a temporary bank account (foreign capital only)
If any shareholder is a foreigner or a foreign company, you must open a bank account under the proposed company name and remit the share money from abroad. The bank issues an Encashment Certificate — proof for RJSC that the foreign capital has actually arrived. Local-only companies skip this step.
Step 4 — Prepare and sign the forms
- Form I — declaration of compliance
- Form IX — consent of each director to act
- Form XII — list of directors
- Subscriber page — signed by each shareholder
Step 5 — Submit to RJSC
We upload all signed documents to the RJSC online portal, pay the calculated stamp duty and registration fees, and submit your application. Physical signed copies follow where required.
Step 6 — RJSC review (and possible queries)
This is where most delays happen. RJSC may raise questions about your object clause, share structure, signatures, or director documents. Each round-trip adds 3 to 7 working days. Clean filings rarely get queries.
Step 7 — Receive your Certificate of Incorporation
Once approved, you get a digitally signed Certificate of Incorporation, certified MoA and AoA, and Form XII. From this date, your company legally exists.
The 6 documents that most often get rejected at RJSC
After 100+ filings, here is what we see fail most often:
- MoA object clause over 400 words. RJSC counts strictly. We tighten the object every time before submission.
- Director signature mismatch with NID. Even a small variation between the signature on the form and the one on the National ID can trigger a query.
- Photocopy of NID instead of clear scan. RJSC wants legible color scans. Photocopies fail more often each year.
- Form IX signed in the wrong color ink. Some RJSC offices accept only blue ink for original signatures.
- Wrong stamp value on the MoA. Re-stamping costs more than getting it right the first time.
- Foreign director’s passport without notarization. Apostille or consular notarization is needed for documents issued outside Bangladesh.
A good lawyer catches these before submission. A self-filing founder usually finds them after rejection.
Local founder vs. foreign investor: what changes
The basic registration rules are the same, but foreign cases have extra steps:
| Item | Local founder | Foreign investor |
| Capital remittance | Not required | Must come from abroad through banking channels |
| Encashment certificate | Not needed | Mandatory |
| BIDA registration | Optional | Recommended for industrial and service projects |
| Bangladesh Bank reporting | Not needed | Required after share issue |
| Visa & work permit | Not applicable | Needed if the director plans to live in Bangladesh |
| Realistic timeline | 15 – 25 days | 25 – 45 days |
| Document notarization | Not needed | Apostille or consular notarization for foreign-issued papers |
If you are a foreign investor, our foreign company registration in Bangladesh service goes deep on this. We have helped clients from China (with Chinese-language support over WeChat), the UAE, India, and Europe set up their Bangladesh operations.
After registration: the compliance most founders forget
Within the first 12 months of incorporation, your new private limited company must:
- Hold a first board meeting within 30 days
- Apply for a Trade License from the City Corporation (or Union Parishad)
- Get a corporate e-TIN from NBR — see our income tax lawyer in Dhaka page
- Register for VAT and BIN if turnover crosses the threshold — see our VAT lawyer page
- Open a permanent corporate bank account
- Maintain statutory registers (members, directors, share transfers, charges)
- Hold the first AGM within 18 months of incorporation
- File Schedule X (annual list of shareholders) within 21 days of AGM
- File Form 23B (auditor’s consent) within 30 days of auditor appointment
- Submit balance sheet and profit & loss account to RJSC within 30 days of AGM
Yearly compliance is where most companies in Bangladesh get hit with penalties. RJSC late-filing fines have been creeping up year after year.
Tax facts every Pvt Ltd founder should know
- Corporate tax (non-listed company): 5% of taxable profit
- Listed company tax rate: 5%
- VAT: 15% standard rate, with sector-specific reduced rates
- Withholding tax on dividends to foreign shareholders: 20% (unless reduced by a tax treaty between Bangladesh and the shareholder’s country)
- Profit repatriation: Allowed in full for foreign investors, subject to Bangladesh Bank rules
A good tax lawyer can save you more in your first year than your full incorporation cost. We work closely with our partner Tanvirul Islam Mahim — a Chartered Accountant (ICAB) and FCCA (UK) — so corporate tax planning is built into our service from day one.
When a private limited company is NOT the right choice
Honest advice: we turn clients away from Pvt Ltd registration when:
- They want to test a small idea with minimal cost → [Sole proprietorship](https://legaladvicebd.com/sole-proprietorship-registration-in-bangladesh/)
- They are running a small professional firm with two or three partners → [Partnership firm](https://legaladvicebd.com/partnership-firm-registration-in-bangladesh/)
- They are a single Bangladeshi founder who wants limited liability → [One Person Company (OPC)](https://legaladvicebd.com/one-person-company-registration-in-bangladesh/)
- They plan to list on the stock exchange in the next 1 to 2 years → Public Limited Company
We will not push you into a structure you do not need.
Why founders trust Legal Advice BD with their Pvt Ltd registration
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. In 2024, he advised on a 2 billion USD transition project from LIBOR to SOFR. In 2023, he recovered over 15 million BDT through strategic litigation.
We are listed on Justia and Lawzana, two well-known global legal directories. Trusted clients include Pon Pure Chemical Bangladesh Ltd., Alliance Française de Dhaka, Roomchai, Edu Abroad Ltd., and many local startups.Most importantly, we run one-roof service from our Ramna office — incorporation, RJSC filings, share transfers, tax, VAT, audit, and litigation. You will not need to chase five different consultants.
Frequently Asked Questions
How long does private limited company registration in Bangladesh take?
For local founders, 15 to 25 working days from name clearance to Certificate of Incorporation. For foreign investors, expect 25 to 45 days because of bank account opening, encashment certificate, and possible BIDA steps.
Can a foreigner own 100% of a private limited company in Bangladesh?
Yes, in most sectors. A few restricted sectors (banking, telecom, insurance, mass media, and some others) need sector-specific approval. Outside those, foreigners can own all the shares.
What is the minimum number of directors and shareholders?
Two each, for a private limited company. The same person can be both a director and a shareholder.
Can I register a Pvt Ltd company online without visiting Bangladesh?
For locals, yes — the whole process is online. Foreign investors can also register without traveling, but may need to come to open a bank account, depending on which Bangladeshi bank they choose. Some banks accept remote KYC now.
How much paid-up capital do I really need?
Legally, none. Practically, BDT 1 lakh is the floor for locals, and around USD 50,000 (about BDT 60 lakh) for foreign-invested companies that will later apply for work permits.
Do I need a physical office to register?
You need a registered address inside Bangladesh. It can be your home, a co-working desk, or a virtual office address. We offer registered office support to early-stage clients.
What happens if I miss my annual filing?
RJSC charges late fines that increase the longer you wait. Persistent default can lead to your company being struck off the register and your directors disqualified.
Can I change the company name after registration?
Yes, but it requires a special resolution by shareholders, RJSC approval, and a new Certificate of Incorporation. The change costs both money and time, so choose your name carefully the first time.
What is BIDA and do I need to register with it?
BIDA is the Bangladesh Investment Development Authority. Local-only companies do not need BIDA registration. Foreign-invested industrial and service projects benefit from BIDA registration for tax holidays, work permits, and trade incentives.
Can a private limited company convert to a public limited company later?
Yes. Once you cross the size that needs public capital — usually for stock exchange listing — you can convert through a special resolution and RJSC filings. Our corporate lawyer in Dhaka handles conversions.
Ready to register your private limited company in Bangladesh?
Whether you are a Dhaka-based founder, an NRB returning home to start a business, or a foreign investor entering the Bangladesh market, we will handle your pvt ltd company registration in Dhaka end to end.
📞 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
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👉 **Schedule an appointment** and let us draw up a step-by-step plan for your case.