What Are the Legal Requirements for Company Registration in Bangladesh? 

Considering Bangladesh’s growing economy and investment environment, setting up a company is not a hard task. However, there are some requirements you should meet before, during, and after the registration process. 

Following the proper legal registration will guarantee that your business is operating within the limits of the law. It will also build your company’s credibility and bring numerous opportunities to your door from banks, investors, and the government. So, in the blog, we discuss all the important legal requirements you need to meet to register your company in Bangladesh. 

Regulatory Bodies Involved in Company Registration

There are several governmental bodies that you should know about that oversee company registration in Bangladesh. They are:

• Registrar of Joint Stock Companies and Firms (RJSC): They mainly overlook any company incorporation and maintain company records. 

• Bangladesh Investment Development Authority (BIDA): They allow and make way for investment to take place in Bangladesh, especially for foreign investors. 

• National Board of Revenue (NBR): They are responsible for any tax-related matters. This includes the issuance of Tax Identification Numbers (TIN) and Value Added Tax (VAT) registration.

• Bangladesh Bank: This central bank maintains foreign exchange regulations and approval concerning any foreign investments. ​

Pre-Registration Requirements

Before you start to register your company officially, there are some pre-registration tasks you need to do:

Company Name Clearance

As an applicant, you need to submit an application for name clearance. This needs to be done online through the RJSC portal. The proposed name should be unique and different from all the existing company names. 

Decide Company Structure

Next, you should decide on the suitable company type for your business. You should consider your business goals, funding plans, and liability preferences before you decide on the company structure. This includes private limited, public limited, sole proprietorship, and partnership. It will impact the legal requirements you need to meet. 

Draft MOA and AOA

You also need to have relevant documents. The Memorandum of Association (MOA) will contain your company’s purpose, extent of operations, and relationship with any external parties. There is also the Articles of Association (AOA), which is concerned with internal management. 

Determine Shareholding

Lastly, you need to decide on the number of shareholders your company will have. For example, a private limited company in Bangladesh has a minimum of two shareholders and a maximum of 50. The capital structure and percentage of shareholding should be stated clearly in the MOA and AOA. 

Step-by-Step Registration Process

After you have done all of that, you should register for your company. Here is how:

• Step 1: You need to start with an online application submission. Submit the necessary information and documents on the RJSC online portal. This includes the MOA, AOA, and details of shareholders and directors. 

• Step 2: After uploading all the required documents, the system will generate a payment slip for the registration fees and stamp duty. Based on that, you can pay at a particular bank. 

• Step 3: When all of this is done, RJSC will review all the documents for accuracy and compliance. If everything is okay, you will receive the Certificate of Incorporation. This will confirm your company’s legal existence. 

Post-Registration Formalities

After registering your company, you still need to complete some compliance tasks. You need to first apply for a Taxpayer Identification Number (TIN) through the National Board of Revenue. This is important for taxation and banking needs. 

For companies that have an annual turnover of over BDT 3 million, they need to register for VAT with the NBR. Later, a Business Identification Number (BIN) will be given. You also need to get a trade license. This needs to be renewed annually and is needed for most commercial tasks. Lastly, you need to use your incorporation certificate, TIN, and trade license to open a permanent business bank account. This is mandatory for carrying out financial operations legally. 

Additional Legal Considerations For Company Registration

As for the final step, depending on your industry type and company structure, there are some additional legal considerations you should maintain. Some of these necessary legal and regulatory compliance steps include:

• As a company, you need to follow Anti-Money Laundering Regulations and declare the Beneficial Owners (BO) to the RJSC through a prescribed form.
• If you are hiring workers, you need to register with the Department of Labor and maintain the Bangladesh Labor Act, 2006. This includes providing appointment letters, maintaining attendance, and following strict minimum wage laws.
• You also need to maintain licenses that are specific to certain sectors. For example, sectors like education, finance, and healthcare need particular approval and licensing from the relevant regulatory authority. This includes BTRC, the Ministry of Health, or the Bangladesh Bank.

Conclusion

While company registration in Bangladesh is straightforward, there are some specific legal requirements you need to follow. There are steps you should take before, during, and after the registration process to ensure your business’s smooth launch. 

So, while Bangladesh offers a growing market for almost all sectors, you need to start with proper registration to unlock your company’s full potential.