Register Company in Bangladesh
To register company in Bangladesh is hassle-free if you are familiar with the steps. Hence, it is beneficial for you to have company registration consultants in Bangladesh to make this process convenient and less time-consuming. With Tetra Consultants at the wheel, you will be able to channel your time and energy into other more important aspects of your firm.
With our lean-and-mean mentality, you can rely on our team of experts to provide you a seamless experience throughout the process to register company in Bangladesh. Our ultimate goal is for your company to be operationally ready within the stipulated time frame. Thereafter, Tetra Consultants will ensure that your company stays compliant with local regulations.
Our service package includes everything you will require to do business in Bangladesh:
- Company registration with Registrar of Joint Stock Companies and Firms
- Local company secretary and registered address
- Opening local or international corporate bank account
- Tax registration
- Annual accounting and tax services
Many foreign investors choose to complete the registration of limited liability or joint stock companies in Bangladesh due to its strategic geolocation and a workforce that is strong and inexpensive. Coupled with the fact that the country possesses competitive production costs, Bangladesh has been on the top of the list when it comes to setting up a firm.
According to the Bangladesh Companies Act 1994, any foreign investor can register a new company in Bangladesh with the Registrar of Companies. In fact, proprietorship company registration in Bangladesh has never been simpler than in recent years as the Government seeks to introduce various processes to simplify incorporation procedures. As such, it is now easier and less time-consuming to start operations in Bangladesh.
When can I expect to start business?
- Tetra Consultants will complete the process to register company in Bangladesh within 2 weeks. After receiving the required due diligence documents of the directors and shareholders, we will assist you in the process of company name registration in Bangladesh by checking the availability of your preferred name through Bangladesh company search and preparing the required incorporation documents to complete the name clearance application.
- Throughout the whole set up process, you are not required to travel to Bangladesh for both foreign company registration in Bangladesh and corporate bank account opening as you can complete the online business registration in Bangladesh.
- After your Bangladesh entity is successfully incorporated, we will courier the corporate documents to your preferred address. The documents will include the Certificate of Incorporation, the Articles and Memorandum of Association, and the RJSC certified copy.
- Tetra Consultants’ legal team will also assist you file for a Business license in Bangladesh if required.
- Post-registration, Tetra Consultants banking team will proceed to open a Bangladesh corporate bank account for your enterprise. Depending on the nature of your organisation and its long-term goals, we are also able to open overseas offshore corporate bank accounts. The bank must then issue an encashment certificate which is required by a foreign entity to incorporate the company in Bangladesh. This process will take approximately 4 weeks after the company registration is completed.
- Within 6 weeks from our engagement, you can expect your firm to be fully set up and a corporate bank account to be opened. Thereafter, Tetra Consultants’ team of Chartered Accountants can assist you with attaining your VAT registration number and other necessary tax numbers.
- If you are keen to know more about the process, Tetra Consultants has prepared a step-by-step explanation of all steps required for a company incorporation in Bangladesh.
Different types of business in Bangladesh
There are many forms of business ownership in Bangladesh. It is essential to choose one that is most suitable for your firm’s needs and long-term goals. Once engaged, Tetra Consultants will fully understand your requirements and recommend the optimum entity for you. In most cases, foreign investors will choose to set up a Bangladesh Limited Liability Company (LLC). Another popular option includes the registration of joint-stock company in Bangladesh.
Bangladesh LLC (Limited Liability Company)
- A Bangladesh LLC, which is also known as a limited liability company, is seen as a separate entity from its owners and shareholders. In short, the business itself owns a separate legal personality. As such, directors will not be personally liable for any debts or obligations incurred by the business.
- The directors and shareholders will only be liable up to a specified amount of liability insurance declared. These companies provide different classes of members that come with specific rights, powers and duties. Generally, there is a limitation to the number of members between 2 to 50. At least 2 directors are necessary, who must be at least 18 years of age and have no history of bankruptcy or criminality. There are no nationality or residency restrictions for directors.
- By opting for a Bangladesh LLC structure, you can protect your personal assets while avoiding the cost and complexity that corporations may bring. Once engaged, Tetra Consultants will assist you with the whole process of private limited company registration in Bangladesh.
Bangladesh PLC (Public Limited Company)
- A public listed company can be listed or unlisted on the Bangladeshi Securities Market, the Dhaka Stock Exchange. Primarily, they can function to issue shares and debentures to the public.
- Minimally, under the Bangladeshi laws, there is a requirement of at least three directors.
- Unlike an LLC, the public limited company registration process can only be completed once they have obtained the Certificate of Commencement of Business.
- For investors who are intending to extend a foreign company into Bangladesh, you may wish to consider setting up a Bangladesh branch office. A branch office is an alternative to registering a Bangladesh LLC. After attaining the approval of the Bangladesh Investment Development Authority, a branch office can engage in commercial activities. You will be allowed to trade and transact locally while conducting business activities within the country as well.
- Generally, a branch office will have to submit account statements of remittances quarterly and appoint a statutory auditor to audit its accounts.
- Otherwise known as a liaison office, this business entity is restricted under the law when it comes to the type of activities they can conduct. Primarily, they are allowed to liaise or coordinate between the principal and local agents, collect and disseminate business information.
- However, they will not be allowed to conduct regular business activities such as importing and exporting goods, renting an office space, buying property and more. With that restriction imposed, they will not have any local source of income. All costs should be borne by its foreign parent company.
- Under this business entity, you should also note that your foreign parent company is to be liable for all the debts and liabilities. Registration for a representative office is of the same as how you would set up your branch office – through the Bangladesh Investment Development Authority.
- This is a type of Limited Liability Company that is independent of the parent company. The parent company only has liability for its proportion of the shares.
- At least 2 directors and 2 shareholders of any nationality are needed to set up this type of entity, who can either be natural persons or corporate entities. The maximum number of shareholders allowed is 50. In addition, full foreign ownership is allowed, and the minimum paid up capital is as low as $1.
How to register company in Bangladesh?
Step 1: Choosing an optimum business structure
- Prior to company formation, it is essential to choose the correct type of company. Tetra Consultants will advise you on the most optimum business entity to suit your needs. Generally, the most common type of company in Bangladesh is the limited liability company (LLC), which is also known as a company limited by shares.
Step 2: Reservation of company name
- Tetra Consultants will search and register for a name clearance for your company’s name through the Registrar of Joint Stock Companies and Firms (RJSC).
- Our team will reserve your company’s name for up to 1 month.
Step 3: Preparation and submission of relevant documents
- Tetra Consultants will assist you in the preparation of the necessary corporate documents such as the Form X11, copies of shareholders passports and the Memorandum and Articles of Association (MOA/AOA).
- Once the relevant documents have been received, Tetra Consultants will assist you in registering your company with the RJSC.
- Upon successful registration of company, you will obtain a Certificate of Incorporation and the approved MOA and AOA.
- If you wish to register a branch office or a representative office, Tetra Consultants will assist you in registering with the Bangladesh Investment Development Authority (BIDA) instead.
Step 4: Trade license application
- All businesses must obtain a trade license if they wish to operate in Bangladesh.
- Tetra Consultants will assist your company in applying for a trade license from the City Corporation in the province that your company does business in.
- Depending on the type of business activity your company conducts, you can choose to apply for a general trade license, commercial license or manufacturing license.
Step 5: Tax registration
- Tetra Consultants will proceed to complete your company’s tax registration application, by applying for a tax identification number (TIN number) and Business Identification Number (BIN) from the National Board of Revenue (NBR).
- The TIN number will allow the company to pay corporate income tax while the BIN number will allow the business to pay value-added taxes (VAT). A business is required to pay VAT if the annual turnover is more than 30 Lakhs taka.
- Once your company has been registered for tax, Tetra Consultants will continue to aid your company in meeting its annual accounting and tax obligations.
Step 6: Corporate bank account opening
- Tetra Consultants will assist in consolidating the documents and opening a corporate bank account with a reputable bank of your choice.
- Typically, directors and shareholders are not required to travel to Bangladesh to open the corporate bank account. However, if travel is required, we will have a representative accompany you to the bank meeting. Alternatively, our team will negotiate with the banks to conduct a conference call instead or to request for a waiver.
- Once the bank account has been successfully opened, Tetra Consultants will courier the internet banking token and access codes to your preferred address.
Pros and Cons of choosing to register company in Bangladesh
- Facilitating a pro-business climate, the World Bank Group’s Doing Business 2020 study concludes that Bangladesh’s ranking in the global ease of doing business has improved from position 176th to 168th.
- According to the Global Corruption Perception Index released in 2019, Bangladesh is ranked 14th among the most corrupt countries.
- Bangladesh’s harsh crackdown on political dissidents of the ruling Awami League also suggests the country’s political instability.
- Bangladesh’s labor costs are among the lowest in Asia. Averagely, the monthly salary for Bangladeshi garment workers ranges from $70 to $100. As such, if you are intending to start up a labor-intensive business, Bangladesh may be the one for you.
- According to the World Economic Forum, Bangladesh’s economy is soaring. It is projected that Bangladesh will continue to achieve steady GDP growth.
- While Bangladesh can be expected to enjoy economic growth, poor infrastructure is still a barrier towards achieving greater development and improving the business climate of Bangladesh.
- According to the World Bank, Bangladesh has been making steady improvements in reducing poverty. From 1991 to 2016, Bangladesh has successfully reduced poverty from 44.2% to 14.8%.
- According to the United Nations Educational, Scientific and Cultural Organisation, Bangladesh’s literacy rate in 2018 is at 73.91% among those aged 15 years and older.
- Bengali is the official national language of Bangladesh. According to Education First English Proficiency Index, Bangladesh is ranked 71 among 100 countries. This may result in potential inconvenience when communicating and transacting with the local government and banks.
- According to the Oxford Internet Institute, Bangladesh is the second-largest supplier of online labor. This highlights the country’s rapid digitalization and progresses in a digital economy.
- Bangladesh is an emerging IT hub in its region. Big tech giants are constantly joining the pool of tech companies in Bangladesh. This also includes many software companies such as Data Soft, BASIS and more.
- The lack of proper infrastructure such as a stable power supply may be a hindrance to the thriving tech scene of Bangladesh.
- Bangladesh’s business laws are constantly progressing to meet international standards. This includes the expansion and improvement of Bangladesh’s money laundering regulations and intellectual property laws.
- While the judiciary is said to be independent, the executive still maintains a great power over judiciary appointments. The judiciary is also closely linked to the executive branch. As such, legal judgments given in Bangladesh may not always be fair and just.
- The judicial process in Bangladesh is known to be slow and are often subjected to lengthy delays. These delays have led to a substantial case backlog. Hence, if you do land yourself in a commercial dispute, these delays may be frustrating.
- The Government of Bangladesh is constantly initiating new environmental policies. This includes the Safe Access to Fuel and Energy Plus Livelihoods project, which aims to relieve deforestation issues and provide greater job opportunities in Bangladesh.
- Poverty and over-population have their side effects on Bangladesh’s environment. The use of unsustainable practices has led to various environmental issues in Bangladesh. This includes environmental degradation and depletion of natural resources.
- According to the Enhancing Opportunities for Clean and Resilient Growth in Urban Bangladesh: Country Environmental Analysis 2018 Report, pollution and environmental degradation issues have caused Bangladesh a whopping $6.5 million annually. This essentially sums up to about 3.4% of Bangladesh’s 2015 Gross Domestic Product.
Looking for alternatives to registering a Bangladesh entity?
- If you are a foreign investor owner who is unable to register a Bangladesh entity within the jurisdiction yet still wishes to do business there, you can also consider other options.
- You can consider entering a franchise in the jurisdiction, with Bangladeshi promoters who you can authorize or pay to engage in promotion activities of your brand. This can still help to boost your business without directly conducting operations in the jurisdiction yourself.
- You can also set up a representative office or branch office. A branch can conduct commercial activities in Bangladesh, provided it secures approval from teh BIDA and complies closely to the local Exchange Control Guidelines.
- A representative office can also operate in Bangladesh, although it is prohibited from gaining any profit that is sourced locally and it also requires the approval of the BIDA to begin operating in Bangladesh. It can liaise or coordinate between the principal and local agents, as well as to collect and disseminate business information. The incorporation requirements for a representative a branch office have been elaborated on above.
Find out more!
Contact us to find out more about how to register company in Bangladesh. Our team of experts will revert within the next 24 hours.
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 Tetra 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. Tetra 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. Tetra 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.