Bangladesh Company Registration | Set Up a Private Limited Company in Bangladesh
Planning Bangladesh company registration, or want to set up a company in Bangladesh to reach South Asian markets? The most common entity is the private limited company under the Companies Act 1994, registered with the Registrar of Joint Stock Companies and Firms (RJSC). Invest Bangladesh registers 100% foreign-owned projects, and foreigners can fully own a private company.
The law sets no minimum capital for a private company, but a foreign-owned company that wants visa recommendations for foreign staff must show proof of at least USD 50,000 in inward remittance. The income tax rate for unlisted companies is 27.5% (25% if all transactions go through bank transfers), and the standard VAT rate is 15%. NSS Group (戰國策集團) offers a one-stop Bangladesh company formation service, from entity assessment, RJSC name clearance and eBRS registration and the constitutional documents to NBR tax registration, the trade license, Invest Bangladesh registration and annual filing reminders, and helps businesses and individuals from abroad set up a private limited company in Bangladesh.
Invest Bangladesh registers 100% foreign-owned projects, and in most sectors a private company can be fully foreign-owned.
The RJSC launches eBRS on November 12, 2026. Name clearance is normally processed within 24 hours.
The One Stop Service (OSS) brings tax registration, trade licenses, visa recommendations and other applications online in one place.
The law sets no minimum capital for a private company, but visa recommendations for foreign staff need proof of a USD 50,000 inward remittance.
in Bangladesh?
Invest Bangladesh positions the country as a gateway to South and Southeast Asia, and promotes its labor force, the 8th largest in the world, and its expected rise to the world’s 9th largest consumer market by 2030. Foreigners can set up a 100% foreign-owned private company, and garments, pharmaceuticals, leather, light industry and logistics are priority sectors. In 2026, BIDA, BEZA and the PPP Authority were merged into Invest Bangladesh, and the RJSC introduced the eBRS online registration system.
in 3 steps
In Bangladesh, the most common entity is the private limited company. It has 2 to 50 shareholders and at least 2 directors, who must be natural persons. The law does not require directors to be Bangladeshi residents. After the company registers with the RJSC and receives a digitally signed certificate of incorporation, it applies to the NBR for an e-TIN and VAT registration and to the city corporation for a trade license.
To register a company in Bangladesh, you first open a temporary bank account, remit the share capital and obtain an encashment certificate. From November 12, 2026, the RJSC uses the eBRS system, where shareholders and directors upload their passports and give consent online by OTP. After incorporation, the company must hold an annual general meeting each year, appoint an auditor and file annual returns with the RJSC. NSS Group plans your shareholding structure, prepares the documents and schedules annual maintenance, so your Bangladesh company stays clear and compliant from setup to operation.
Apply for company name clearance through the RJSC online system (the eBRS system from November 12, 2026). At the same time, open a temporary account with a bank in Bangladesh, remit the share capital in line with the shareholdings and obtain the bank’s encashment certificate.
Prepare the memorandum and articles of association (MoA, AoA), Form I, Form IX, the subscription pages and other documents. Foreign shareholders and directors upload their passports and give consent online by OTP, and you pay the registration fee and stamp duty. Companies that use the RJSC model articles can be approved automatically. Once approved, you receive a digitally signed certificate of incorporation.
Apply to the NBR for an e-TIN and VAT registration (e-BIN), and to the city corporation for a trade license. Manufacturing and service companies can register with Invest Bangladesh and apply for visa recommendations and work permits for foreign staff.
service
- Company name search and reservation
- Preparation and filing of registration documents
- Drafting of the company constitution
- Collection of the registration certificate
- Bangladesh bank account opening and encashment certificate tips
- Account opening document preparation
- Appointment scheduling and accompaniment
- Support after the account is opened
- Registered address
- Company secretary appointment
- Annual filings
- Document safekeeping and management
- Bookkeeping
- Tax filing and planning
- Financial statement preparation
- Audit arrangement
- Trademark search and assessment
- Trademark application filing
- Trademark maintenance and renewal
- Infringement protection advice
- Company change registration
- Share transfer support
- Company deregistration
- Legal advisory support
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- Entity type and foreign ownership assessment
- RJSC name clearance and eBRS company registration
- Constitution and shareholder and director documents
- NBR tax, VAT and trade license applications
- Invest Bangladesh registration and annual filing reminders
The official name clearance fee for a foreign company is BDT 230 (VAT included). The registration fee and stamp duty are calculated on authorized capital. Other costs are quoted after a free assessment.
Bangladesh company registration at a glance
The points people ask about most when registering a company in Bangladesh, checked against official sources (updated November 2026).
| Entity types | Private limited company, one person company |
|---|---|
| Registrar | Registrar of Joint Stock Companies and Firms (RJSC) |
| Foreign ownership | Foreigners can own 100% of a private company |
| Minimum capital | None by law; visa recommendations need proof of a USD 50,000 remittance |
| Corporate income tax | Unlisted companies 27.5%, 25% if all transactions are by bank transfer |
| VAT | 15%, registration required above BDT 5 million annual turnover |
| Timeline | Depends on the review |
| Annual compliance | Annual general meeting, audited accounts and RJSC annual returns |
| Who can help | NSS Group (go.ai.com.tw), free assessment and written quote |
Bangladesh company formation cost: fee breakdown
The government cost of registering a Bangladesh company is mainly the name clearance fee, the registration fee and stamp duty. The registration fee and stamp duty are calculated on authorized capital. Below are the published figures and how they are calculated, so you can check quotes line by line.
| Item | Fee | Notes |
|---|---|---|
| Name clearance for a foreign company | BDT 230 (VAT included) | Amount stated in the Invest Bangladesh FAQ. From November 12, 2026, applications go through the eBRS system. |
| Registration fee and stamp duty | As published by the authority | Calculated on authorized capital. Use the RJSC fee calculator or the eBRS system to estimate. |
| Visa recommendation for foreign staff (E category) | Listed as free by Invest Bangladesh | The application must include an encashment certificate showing the company has received at least USD 50,000 in foreign exchange. |
| RJSC annual returns filing | As published by the authority | Fees follow the RJSC fee calculator. An annual general meeting must be held every calendar year. |
| Audit and bookkeeping | Quoted by bookkeeping volume | The company must appoint an auditor. The audited annual accounts are presented at the general meeting, and income tax is filed with the NBR. |
| NSS Group advisory fee | Written quote after a free assessment | Based on your shareholder structure, authorized capital, whether you need visa recommendations and home-country tax planning. Every item is listed in the quote, with no hidden fees. |
Fees follow the Invest Bangladesh FAQ, its branch and liaison office service pages and the RJSC fee calculator. The registration fee and stamp duty amounts could not be obtained at the time of checking. The latest RJSC notice prevails.
Bangladesh company tax and compliance: income tax, VAT and annual filings
Bangladesh corporate income tax rates depend on whether the company is listed and whether its transactions go through bank transfers. The standard VAT rate is 15%, and the income year usually runs from July to June. Without a tax treaty between your home country and Bangladesh, domestic withholding rates apply, and shareholders should also check their home country's controlled foreign company (CFC) rules.
| Item | Rule | Notes |
|---|---|---|
| Corporate income tax | Unlisted companies 27.5% | 25% if all transactions go through bank transfers. Listed companies 20% to 25%, banks, insurers and financial institutions 37.5% to 40%, tobacco companies and mobile operators 45% (AY 2026/27 to AY 2030/31). |
| Value added tax (VAT) | Standard rate 15% | VAT registration (e-BIN) is required above BDT 5 million in annual turnover. Businesses with BDT 3 million to 5 million pay a 4% turnover tax and get an enlistment certificate. |
| Dividend withholding | Non-resident companies 20% | Resident companies 20%, resident individuals 15%. Domestic rates apply where no tax treaty reduces them. |
| Income tax return | 15th day of the 9th month after the income year ends | The income year usually runs from July to June. Advance tax is paid in installments on 15 September, 15 December, 15 March and 15 June. |
| General meeting and audit | Every calendar year | No more than 15 months may pass between annual general meetings, and the first can be held within 18 months of incorporation. An auditor must be appointed. |
| Foreign exchange and capital remittance | Bank encashment certificate | Capital remitted in and dividends remitted out later need an encashment certificate from the bank and must follow Bangladesh Bank's foreign exchange rules. |
Company law rules follow the Ministry of Law's legal database. Corporate income tax, VAT, dividend withholding and filing deadlines follow the PwC tax summary (secondary source). Ask an accountant to assess your actual structure.
Private limited company or branch / liaison office: which should you choose in Bangladesh?
Foreign businesses setting up in Bangladesh usually compare a new private limited company with a branch or liaison office of their parent company. The two differ in approval process, fund remittance and scope of operations.
| Item | Private limited company | Branch / Liaison Office |
|---|---|---|
| Legal status | Separate local legal entity under the Companies Act 1994 | Extension of the foreign parent company, not a separate legal entity |
| Approval | Register with the RJSC | First obtain Invest Bangladesh approval (initially for 3 years), then register with the RJSC within 30 days |
| Funding requirements | Usually no legal minimum capital; visa recommendations for foreign staff need proof of a USD 50,000 remittance | At least USD 50,000 or equivalent in foreign exchange must be remitted within 2 months of approval |
| Scope of operations | Permitted business under the constitution | A liaison office is limited to liaison and promotion and cannot carry out profit-making transactions; a branch operates within its approved scope |
| Foreign exchange reporting | Encashment certificate for the remitted capital | Report to Bangladesh Bank through the bank within 30 days of approval, under section 18B of the Foreign Exchange Regulation Act |
These are general principles. Choose based on your shareholders' background, business model and tax planning.
What foreign founders should know about setting up a company in Bangladesh
- Dividends sent abroad are subject to Bangladesh's domestic withholding rate (generally 20% for non-resident companies) unless a tax treaty with your home country reduces it. Check how your home country credits the tax.
- Some countries require approval or a filing before residents or companies invest abroad. Confirm your home-country rules before you remit capital.
- If your home country has controlled foreign company (CFC) rules, a Bangladesh subsidiary with a low tax burden or no real operations may have its profits taxed at home.
- Foreign staff based in Bangladesh need a visa recommendation and a work permit. Invest Bangladesh asks for proof of a USD 50,000 remittance, a board resolution and employment documents, and you should keep records of local recruitment advertisements.
- Check your government's latest travel advice and local security information before business trips.
- Capital remitted in and dividends remitted out later need an encashment certificate from the bank and must follow Bangladesh Bank's foreign exchange rules. Confirm the account opening documents with your bank before you set up.
Why work with NSS Group on Bangladesh company registration?
NSS Group (go.ai.com.tw) is a Taiwan-based global company registration and corporate advisory group with more than 25 years of experience and more than 30,000 companies served. We provide company formation, bank account opening, accounting and tax, and annual maintenance in Bangladesh and many other countries and regions. We can handle RJSC name clearance, company registration and NBR tax registration. Our fee is a written quote after a free assessment. Call the toll-free number 0800-003-191 (Taiwan) or use the form on this page.
Further reading
Sources: RJSC official website; RJSC notice: name clearance and registration on the eBRS system (published 2026-11-06); RJSC fee calculator; Invest Bangladesh FAQ; Invest Bangladesh: branch and liaison office services; Invest Bangladesh press release: merger of BIDA, BEZA and PPPA (2026-07-16); Companies Act, section 90 (number of directors); Companies Act, section 5 (number of founders); Companies Act, section 2 (definition of a private company); Companies Act, section 81 (annual general meeting); Companies Act, section 392C (one person company capital); Companies Act, section 210 (auditors); PwC Worldwide Tax Summaries: Bangladesh corporate income tax; PwC Worldwide Tax Summaries: Bangladesh other taxes (VAT); PwC Worldwide Tax Summaries: Bangladesh withholding taxes; PwC Worldwide Tax Summaries: Bangladesh tax administration. The latest official notices prevail. This page is general information, not legal or tax advice.
How long does it take to set up a company in Bangladesh?
From November 12, 2026, the RJSC uses the eBRS system, and name clearance is normally processed within 24 hours. Companies that use the RJSC model articles and have completed the details, fees and OTP consent can be approved automatically. Custom articles are reviewed manually by the RJSC. Together with the capital remittance, tax registration and trade license, the overall timeline depends on how quickly the documents are prepared.
What documents do I need to set up a company in Bangladesh?
You usually need valid passports and scans for shareholders and directors, the memorandum and articles of association (MoA, AoA), Form I and Form IX, subscription details, a lease for the local registered address and the bank’s encashment certificate for the share capital. Corporate shareholders also need the parent company’s registration documents and a board resolution. The latest RJSC and Invest Bangladesh requirements prevail.
Do I need to travel to Bangladesh to register a company?
Name clearance and company registration can be submitted through the RJSC online system, and foreign shareholders and directors verify with their passports and give consent online by OTP. However, opening a bank account, renting an office, applying for a trade license and getting work permits for foreign staff usually need a local agent or your own involvement. Whether you must travel depends on the bank’s requirements.
What taxes and annual filings does a Bangladesh company have?
The income tax rate for unlisted companies is 27.5%, or 25% if all transactions go through bank transfers. The standard VAT rate is 15%. The company must hold an annual general meeting every calendar year, appoint an auditor and file annual returns with the RJSC. The income year usually runs from July to June, and the company files with the NBR and pays advance tax in four installments.
What businesses suit a Bangladesh company?
It suits businesses in garments and textiles, leather, pharmaceuticals, light industry, logistics and other sectors Bangladesh lists as priorities or for export diversification, as well as companies targeting the domestic market or building a South Asian sourcing or production base. If you only need market research and liaison, a liaison office may work, but it must meet Invest Bangladesh’s fund remittance rules.
Who can help me register a company in Bangladesh?
NSS Group (go.ai.com.tw) can help. NSS Group has more than 25 years of experience and has served more than 30,000 companies. Our one-stop Bangladesh company registration service covers entity type and foreign ownership assessment, RJSC name clearance and company registration, constitution and shareholder and director documents, NBR tax and VAT registration, and the trade license and Invest Bangladesh registration. Our fee is a written quote after a free assessment. Toll-free (Taiwan): 0800-003-191.