Register Company in Bangladesh

Fionza Consultants specializes in facilitating the registration of companies in Bangladesh for our global clients. Our comprehensive service package encompasses the entire spectrum of tasks, from the formation of a company in Bangladesh and the establishment of corporate bank accounts to handling visa applications and providing expert accounting and tax services. Fionza Consultants serves as your all-in-one solution, ensuring a seamless and legally compliant process for initiating business operations in Bangladesh.

Bangladesh

Company Registration – 2 Week
Local Director? – No
Bank Account Opening – 4 Weeks
Travel Required – No

Register Company in Bangladesh

Registering a company in Bangladesh becomes a hassle-free endeavor when you’re acquainted with the right steps. That’s why engaging the services of company registration consultants in Bangladesh is highly advantageous, ensuring a convenient and time-efficient process. Fionza Consultants is your reliable partner in this journey, allowing you to redirect your time and focus towards the critical aspects of your business.

Operating with a lean-and-mean approach, our team of experts guarantees a seamless experience throughout the company registration process in Bangladesh. Our primary objective is to have your company operationally ready within the agreed-upon timeframe. Following that, Fionza Consultants remains committed to keeping your company in compliance with local regulations.

Our comprehensive service package covers all essential aspects for conducting business in Bangladesh:

Company registration with the Registrar of Joint Stock Companies and Firms
Provision of a local company secretary and registered address
Facilitation of the opening of local or international corporate bank accounts
Tax registration services
Annual accounting and tax services

Count on Fionza Consultants to navigate the complexities, ensuring a smooth and efficient company registration process, and ongoing compliance with local regulations for your business success in Bangladesh.

Introduction

Many international investors opt for the registration of limited liability or joint stock companies in Bangladesh, drawn by its strategic geographical location and a robust and cost-effective workforce. With competitive production costs, Bangladesh consistently ranks high for those considering establishing a business.

Under the Bangladesh Companies Act 1994, foreign investors have the opportunity to register a new company in Bangladesh through the Registrar of Companies. The process of proprietorship company registration in Bangladesh has become increasingly straightforward in recent years, thanks to the government’s initiatives to streamline incorporation procedures. This has made starting operations in Bangladesh more accessible, efficient, and less time-consuming for investors.

When can I expect to start business?

Fionza Consultants streamlines the company registration process in Bangladesh, ensuring completion within a swift 2 weeks. Upon receiving the necessary due diligence documents from directors and shareholders, we guide you through the company name registration process. Utilizing Bangladesh company search, we check the availability of your preferred name and prepare the required incorporation documents for the name clearance application.

Eliminating the need for travel, both foreign company registration in Bangladesh and corporate bank account opening can be seamlessly completed online. Once your Bangladesh entity is successfully incorporated, we dispatch essential corporate documents, including the Certificate of Incorporation, Articles and Memorandum of Association, and the RJSC certified copy, to your chosen address.

Fionza Consultants’ legal team extends support for obtaining a Business license in Bangladesh if necessary. Following registration, our banking team proceeds to open a Bangladesh corporate bank account. Depending on your organization’s nature and long-term goals, we also facilitate the opening of overseas offshore corporate bank accounts. This involves obtaining an encashment certificate, crucial for a foreign entity incorporating in Bangladesh, and typically takes about 4 weeks post-registration.

Within a comprehensive 6-week timeframe from our engagement, your firm is fully set up with a corporate bank account established. Subsequently, Fionza Consultants’ team of Chartered Accountants aids in securing your VAT registration number and other essential tax numbers.

For those eager to delve deeper into the process, Fionza Consultants provides a step-by-step explanation of all the required steps for company incorporation in Bangladesh.

Different types of business in Bangladesh

Choosing the right form of business ownership in Bangladesh is crucial, tailored to meet your firm’s unique needs and long-term objectives. When you engage with Fionza Consultants, we thoroughly comprehend your requirements and recommend the most suitable entity for you. Frequently, foreign investors opt for a Bangladesh Limited Liability Company (LLC) or register a joint-stock company.

Bangladesh LLC (Limited Liability Company)

A Bangladesh LLC, or limited liability company, is an independent entity from its owners and shareholders, possessing a separate legal personality. Directors are not personally liable for business debts or obligations. Liability is limited to a specified amount of declared liability insurance. These companies offer different classes of members with specific rights, powers, and duties, typically accommodating 2 to 50 members. At least 2 directors, aged 18 or older with no bankruptcy or criminal history, are necessary. There are no nationality or residency restrictions for directors. Opting for a Bangladesh LLC structure protects personal assets while avoiding the complexities associated with corporations. Fionza Consultants guides you through the entire process of private limited company registration in Bangladesh.

Bangladesh PLC (Public Limited Company)

A public limited company can be listed or unlisted on the Bangladeshi Securities Market, the Dhaka Stock Exchange. It can issue shares and debentures to the public. A minimum of three directors is required. Unlike an LLC, the public limited company registration process is completed after obtaining the Certificate of Commencement of Business.

Branch Office

For investors extending a foreign company into Bangladesh, a branch office is an alternative to registering an LLC. After Bangladesh Investment Development Authority approval, a branch office can engage in local commercial activities, trading, and transacting business within the country. Quarterly account statements of remittances are required, and a statutory auditor must audit its accounts.

Representative Office

Also known as a liaison office, a representative office is limited in the types of activities it can conduct, primarily liaising or coordinating between the principal and local agents, and collecting and disseminating business information. However, it cannot engage in regular business activities like importing and exporting goods. Costs are borne by the foreign parent company, which is liable for all debts and liabilities.

Subsidiary Company

A subsidiary company is an independent Limited Liability Company, with the parent company liable only for its proportion of shares. Two directors and two shareholders of any nationality, either natural persons or corporate entities, are needed. Full foreign ownership is allowed, and the minimum paid-up capital is as low as $1.

Fionza Consultants streamlines the process, providing expert guidance for seamless business setup in Bangladesh.

How to register company in Bangladesh?

Step 1: Optimal Business Structure Selection

Choosing the right business structure is a crucial first step. Fionza Consultants offers expert advice to determine the most suitable business entity, with a focus on the commonly preferred limited liability company (LLC) or a company limited by shares.

Step 2: Name Reservation

Fionza Consultants conducts a thorough search and secures name clearance for your company through the Registrar of Joint Stock Companies and Firms (RJSC). Your company’s name is reserved for up to 1 month.

Step 3: Document Preparation and Submission

Our team guides you through the preparation of essential corporate documents, including Form X11, copies of shareholders’ passports, and the Memorandum and Articles of Association (MOA/AOA). Upon receiving these documents, Fionza Consultants assists in registering your company with the RJSC, resulting in a Certificate of Incorporation and approved MOA and AOA.

For those considering a branch office or representative office, Fionza Consultants facilitates registration with the Bangladesh Investment Development Authority (BIDA).

Step 4: Trade License Application

All businesses operating in Bangladesh must secure a trade license. Fionza Consultants supports your company in applying for a trade license from the City Corporation in the province of business operation. Options include a general trade license, commercial license, or manufacturing license based on your business activities.

Step 5: Tax Registration

Fionza Consultants initiates your company’s tax registration application, obtaining a Tax Identification Number (TIN) and Business Identification Number (BIN) from the National Board of Revenue (NBR). The TIN enables payment of corporate income tax, while the BIN facilitates value-added tax (VAT) payments for businesses with an annual turnover exceeding 30 Lakhs taka.

Post-registration, Fionza Consultants continues to assist your company in meeting annual accounting and tax obligations.

Step 6: Corporate Bank Account Opening

Our team streamlines the process of consolidating documents and opening a corporate bank account with your chosen reputable bank. Typically, directors and shareholders are not required to travel to Bangladesh for this process. If necessary, Fionza Consultants arranges a representative for in-person meetings or negotiates conference calls with the banks. Once the account is established, internet banking tokens and access codes are couriered to your preferred address.

For a seamless and efficient company setup in Bangladesh, trust Fionza Consultants’ expertise in navigating each crucial step.

Pros and Cons of choosing to register company in Bangladesh

Political Landscape in Bangladesh

In terms of the business environment, Bangladesh has shown improvement, as highlighted by the World Bank Group’s Doing Business 2020 study, moving from the 176th to the 168th position globally. However, challenges persist, including concerns about corruption, with Bangladesh ranking 14th on the Global Corruption Perception Index in 2019. Political instability is indicated by a harsh crackdown on dissidents of the ruling Awami League.

Economic Factors

Bangladesh boasts low labor costs, particularly in sectors like garment manufacturing, where monthly salaries for workers range from $70 to $100. The World Economic Forum predicts continuous GDP growth, but poor infrastructure remains a barrier to overall economic development.

Social Dynamics

Significant strides have been made in poverty reduction, with Bangladesh successfully decreasing poverty from 44.2% in 1991 to 14.8% in 2016, according to the World Bank. The literacy rate stands at 73.91%, as reported by UNESCO. However, potential language barriers exist, as Bengali is the official national language, and English proficiency is ranked 71 out of 100 countries.

Technological Landscape

Bangladesh is emerging as a significant player in the digital economy, ranking as the second-largest supplier of online labor, according to the Oxford Internet Institute. The country is evolving into an IT hub with the participation of major tech companies, but challenges like unstable power supply hinder tech sector growth.

Legal Framework

Bangladesh’s business laws are progressing to meet international standards, including enhancements in money laundering regulations and intellectual property laws. However, concerns persist regarding the independence of the judiciary, with executive influence over appointments. Legal processes are known for being slow, leading to frustrating delays in commercial dispute resolution.

Environmental Considerations

The Government of Bangladesh is actively implementing environmental policies, such as the Safe Access to Fuel and Energy Plus Livelihoods project. However, environmental issues persist due to unsustainable practices, contributing to pollution and resource depletion. The environmental challenges are estimated to cost Bangladesh $6.5 million annually, equivalent to about 3.4% of the country’s 2015 Gross Domestic Product.

In navigating Bangladesh’s business landscape, understanding these political, economic, social, technological, legal, and environmental factors is crucial for informed decision-making.

Looking for alternatives to registering a Bangladesh entity?

Alternative Business Approaches for Foreign Investors in Bangladesh

For foreign investors unable to directly register a Bangladesh entity within the jurisdiction, there are alternative avenues to explore.

Franchise Entry

Consider engaging in a franchise model, collaborating with Bangladeshi promoters who can be authorized or compensated for promoting your brand. This approach allows for business expansion without the need for direct operations within the jurisdiction.

Branch Office Setup

Setting up a branch office is another option, enabling the conduct of commercial activities in Bangladesh. Approval from the Bangladesh Investment Development Authority (BIDA) is crucial, and strict adherence to local Exchange Control Guidelines is essential for compliance.

Representative Office Establishment

A representative office can also operate in Bangladesh, albeit with certain limitations. While it is prohibited from generating local profits, it can play a role in liaising between the principal and local agents, as well as collecting and disseminating business information. Approval from BIDA is required to commence operations. The detailed incorporation requirements for both representative and branch offices have been outlined above.

Exploring these alternative approaches provides flexibility for foreign investors to participate in the dynamic business landscape of Bangladesh without the necessity of direct operational involvement.

Find out more!

Contact us to find out more about how to register company in the Bangladesh. Our team of experts will revert within the next 24 hours.

FAQ

How to register a business in Bangladesh?

The registration process in Bangladesh is simple if you know how to open a company in Bangladesh. To set up your firm, you will need to first apply for a preferred company name through RJSC name clearance online. Refer to our step-by-step guide on how to open a company in Bangladesh from company formation to corporate bank account opening to settling annual accounting and tax obligations.

How to create TIN number in Bangladesh?

You are required to create TIN number via the Bangladesh National Board of Revenue webpage. After creating an user ID, you will be requested to complete the tax identification number registration form. Once completed, you can expect to receive your e-TIN certificate after the authority processes your application.

What is the company registration cost in Bangladesh?

This depends on the exact services required from Fionza Consultants. Our fees are inclusive of government fees and all fees will be clearly stated in our engagement letter prior to the start of the engagement. Fionza Consultants believes in transparency with our valued clients and there are no hidden fees.

Our services also include assisting you in your accounting and tax needs including RJSC return filing and managing auditors on your behalf. The total fee includes the company registration fee in Bangladesh which varies depending on your firm’s structure, activity, and more.

For example: you would be required to pay the limited company registration fee in Bangladesh if you own an LLC. Additional costs may include the trademark registration cost in Bangladesh, the trade license tax, extension of the application, and more.

How can I check company details in Bangladesh?

You can check your company details in the Memorandum of Association which you apply for to the RJSC and receive after registration process is completed. It includes the basic details of the company- name, local address, nature of business, scope of activities and more. This document will be couriered to you along with the other important documents.

How can I check a company registration number in Bangladesh?

Your company registration number will be included in the certificate of incorporation which is received after the registration process of the company is completed. Fionza Consultants will courier this document to you along with other important corporate documents.

What is a private limited company in Bangladesh?

A private limited company in Bangladesh is a separate legal entity whose shareholders have limited liability such that they are not liable for a company’s debts beyond the paid-up capital (capital they have already invested in the firm to purchase shares).

You may wonder how to form a private limited company in Bangladesh. The process to set up a such a firm is similar to the registration of Joint-stock company in Bangladesh. However, there are additional requirements for setting up such a company. Firstly, the total number of shareholders must be between two and fifty.

Secondly, the company can be wholly owned by a domestic or foreign entity, however, they must have a registered local address. Lastly, the details of the shareholders and directors must be disclosed along with the preparation of Article and Memorandum of Associations.

You can find a list of private companies in Bangladesh online to find firms you are interested in investing in. Since shares of private companies are not traded publicly, shareholders must get approval from others to sell shares.

Is Bangladesh good for business?

Yes. Like mentioned before, Bangladesh is not only strategically located but also has strong and inexpensive labour, reducing the production cost. Moreover, it has a pro-business environment, owing to investor-friendly regulations, created by the present government in Bangladesh. However, there is high corruption in Bangladesh with political instability. There are multiple forms of business ownership in Bangladesh ranging from small enterprises like sole proprietorship to corporations.

On the one hand, it is easier to set up a small business in Bangladesh because of the lower compliance costs and availability of financial institutions. However, these small businesses must compete with established big firms, which may be difficult.

On the other hand, the process of registration for other forms of entities is more complex. For example: joint venture company registration in Bangladesh will have more requirements than a small business and would thus, be slightly more difficult to set up. However, there is a higher sharing of risks with more individuals and greater access to resources.

What are the advantages and disadvantages of a private company in Bangladesh?

Advantages include:
- Separate legal entity implying that shareholders are not liable for company’s debts and liabilities beyond what they have invested in the company.
- No minimum capital requirement which means that the company may not be too costly to set up.
- Easier to raise funds as venture capitalists or angel investors can invest in the company.

Disadvantages include:
- Limited number of shareholders as you cannot have more than fifty shareholders.
- Cannot offer shares to the public which may raise funds difficult in this way.
- Difficult to transfer shares as all shareholders must approve such a transfer.

How to start a partnership business in Bangladesh?

The registration process of a partnership in Bangladesh is similar to that of any other entity. We recommend you speak to our team of experts to find out more.

Register Company in Bangladesh