Foreign investors can own 100% of a private limited company in Bangladesh. You register it with the Registrar of Joint Stock Companies and Firms (RJSC) in five steps: name clearance, drafting the MoA and AoA, opening a temporary bank account, remitting your share capital, and filing online. For a foreign-owned company, the whole process usually takes 4–6 weeks, with most of that time spent on documents and the capital transfer.
This guide covers each step, the documents foreign shareholders need, and what to do after you receive your certificate of incorporation.
Before you start: confirm the structure and the basics
A private limited company is the most common choice for foreign investors because it can trade, earn revenue and be fully foreign-owned. If you only need a presence for market research or coordination, a branch or liaison office may fit better. Compare all three in our guide to Private Limited vs Branch vs Liaison Office in Bangladesh.
A private limited company needs:
- Shareholders: at least 2 and no more than 50. They can be individuals or companies, foreign or Bangladeshi.
- Directors: at least 2. A director can also be a shareholder. Directors must be at least 18 and not bankrupt or legally disqualified.
- Registered office: a physical address in Bangladesh.
- Share capital: the Companies Act 1994 sets no meaningful minimum. In practice, foreign-owned companies usually bring in at least USD 50,000 in paid-up capital, because that level is commonly required to sponsor work permits for foreign staff.
- Business purpose: a clear set of objects in the Memorandum of Association. Some sectors need extra approvals, so check licence and BIDA requirements early.
Step-by-step: registering with RJSC
Step 1: Get name clearance
Apply for name clearance on the RJSC online portal. Approval usually takes 1–2 working days, and the clearance is valid for 30 days. Submit your registration within that window or you will need to apply again. Avoid names that match or closely resemble an existing company, or that use restricted words such as “Bank” or “Insurance” without the relevant licence.
Step 2: Draft the MoA, AoA and filing forms
Prepare the Memorandum of Association (MoA) and Articles of Association (AoA). The MoA sets out the company’s objects and authorised capital. The AoA sets out how the company is run, including share transfers and board powers. You also prepare:
- Form VI: notice of the registered office address
- Form IX: each director's consent to act
- Form XII: particulars of the directors
- The subscriber page signed by every shareholder
- A board resolution from any corporate shareholder, authorising the investment and naming its nominee director
Step 3: Open a temporary bank account
Foreign shareholders must bring their paid-up capital into Bangladesh before incorporation. To receive it, open a temporary (non-operating) account in the proposed company’s name at a scheduled bank. The bank will need the name clearance certificate, draft MoA and AoA, and passports and photos of the shareholders and directors. See our guide to opening a corporate bank account in Bangladesh for the full KYC list.
Step 4: Remit the share capital and get the encashment certificate
Each foreign shareholder sends its share of the paid-up capital by SWIFT transfer, with the purpose stated as “equity investment”. Funds usually arrive in 2–3 working days. The bank then issues an encashment certificate. This certificate is mandatory for the RJSC filing, and RJSC may verify it with the bank.
Step 5: File online and receive your certificate
Upload the MoA, AoA, Forms VI, IX and XII, the signed subscriber page and the encashment certificate to the RJSC portal, then pay the registration fee and stamp duty. Both are based on your authorised capital; see our company registration cost breakdown for the current fee table.
Once RJSC approves the application, usually within 3–7 working days, you receive:
- Certificate of incorporation
- Certified copies of the MoA and AoA
- Certified copy of Form XII (particulars of directors)
After incorporation: registrations you still need
The certificate of incorporation lets the company exist, but you need several more registrations before you can trade, hire or invoice.
| Registration | Issued by | Typical time | Why you need it |
|---|---|---|---|
|
Trade licence |
City Corporation or local authority for your office address |
3–5 working days |
Required to operate a business at that address; renewed every fiscal year |
|
e-TIN |
National Board of Revenue (NBR) |
1 working day |
Tax identity for filing returns, withholding and opening the operating bank account |
|
VAT registration (BIN) |
NBR, through the VAT Online system |
5–10 working days |
Required to issue VAT invoices, import and file VAT returns |
|
BIDA registration |
Bangladesh Investment Development Authority |
Varies |
Needed for foreign-investment benefits, work permits and profit repatriation |
|
Operating bank account |
Your bank (converting the temporary account) |
1–2 weeks |
Day-to-day banking once the company is incorporated |
|
IRC / ERC |
Office of the Chief Controller of Imports & Exports |
1–2 weeks |
Only if you import or export |
Sector-specific licences, such as factory, fire or environmental clearance, depend on what the company does. Our licences and BIDA approval guide explains which apply to you. For the VAT step, see VAT registration in Bangladesh.
Document checklist for foreign shareholders
Foreign documents are the most common cause of delay. Documents issued outside Bangladesh usually need to be notarised in the issuing country and attested by the Bangladesh embassy or high commission there. Start this first.
Individual shareholders and directors
- Passport copy (notarised)
- Passport-size photograph
- Residential address and contact details
- Signed Form IX consent (directors)
Corporate shareholders
- Certificate of incorporation of the parent company
- MoA and AoA (or equivalent constitutional documents) of the parent company
- Board resolution approving the investment and naming the nominee director
- Shareholding structure of the parent company
- Passport and photo of the nominee director
- English translation of any document not in English
How long it takes
| How long it takes | Typical time |
|---|---|
|
Notarise and attest foreign documents |
1–3 weeks (varies by country) |
|
Name clearance |
1–2 working days |
|
Draft MoA, AoA and forms |
2–5 working days |
|
Open temporary bank account |
3–7 working days |
|
Capital remittance and encashment certificate |
2–5 working days |
|
RJSC filing to certificate of incorporation |
3–7 working days
|
|
Total to incorporation |
About 4–6 weeks |
Post-incorporation registrations (trade licence, e-TIN, BIN, BIDA) usually add another 2–3 weeks before you are fully operational.
Frequently asked questions
Can a foreigner own 100% of a company in Bangladesh?
Do I need a Bangladeshi director or shareholder?
How long does company registration take in Bangladesh?
Can I register without travelling to Bangladesh?
What is the minimum capital for a foreign-owned company?
What must the company do every year after registration?
AccouSource handles the full process for foreign investors: name clearance, drafting, bank coordination, RJSC filing and every post-incorporation registration. You get one point of contact and a fixed fee. Book a free consultation to get started.
