Bangladesh Company Registration Guide

February 11, 2024


Pymes Law


Starting a business in Bangladesh can be an exciting undertaking, but effectively navigating the company registration process is critical to ensure legal compliance and smooth operations. In this comprehensive guide, we will walk you through the necessary steps and considerations to register your company in Bangladesh.

Introduction to Registering a Company in Bangladesh

What is the company registration?

Company registration is the process of establishing a business entity legally in Bangladesh. It provides business recognition and protection, allowing it to operate within the country’s legal framework.

Importance of Company Registration in Bangladesh

Registering your company in Bangladesh offers several benefits, including legal protection, access to government incentives, and credibility with customers and investors. It also enables you to conduct business transactions and enter into contracts legally.

Legal Requirements for Company Registration

Types of Companies in Bangladesh

Bangladesh offers a variety of business structures including sole proprietorships, partnerships and corporations. Each structure has its own legal requirements and taxation and liability implications.

Registration Process and Documents Required

The registration process involves submitting required documents to the Registrar of Joint Stock Companies and Firms (RJSC). These documents usually include the company’s memorandum and articles of association, director and shareholder details and address proof.

Registration fee and timeline

Fees for registering a company in Bangladesh vary depending on the business type and size. The registration process can take a few weeks to complete, so it’s essential to plan accordingly.

Choosing a business structure

Sole proprietorship vs partnership vs corporation

Before registering your company, you must decide on the most appropriate business structure. A sole proprietorship is suitable for sole proprietorships, while a partnership allows multiple owners to share profits and liabilities. Corporations offer limited liability protection but require more comprehensive legal formalities.

Pros and cons of each structure in Bangladesh context

Each business structure has its own advantages and disadvantages with respect to taxation, liability and management flexibility. Consider consulting with legal counsel to determine the best option for your particular needs.

Documents are being prepared for registration

Required documents for different types of companies

Documents required for company registration vary depending on the chosen business structure. Make sure you have all the required documents to speed up the registration process.

Importance of accurate documentation

Proper documentation is very important for successful company registration. Any inconsistencies or errors in the documents may result in delay or rejection of the registration application.

Company Name Registration

Guidelines for Choosing a Company Name

While selecting a company name, it is essential to follow the guidelines set by RJSC The name should be unique, relevant to the business activity and not infringe on any existing trademark.

Name Approval Procedure

Once you choose a name, you must apply to RJSC for name approval. The approval process usually takes a couple of days, after which you can proceed with company registration.

Obtaining required licenses and permits

Brief description of licenses and permits required in Bangladesh
Depending on the nature of your business, you may need to obtain different licenses and permits from government authorities. This may include trade licenses, environmental permits and industry-specific certifications.

Application Process and Regulations

The application process for licenses and permits involves submitting required documents to the relevant government agencies and complying with their regulations. It is essential to be aware of the latest requirements to avoid any legal problems.

Open a bank account

The importance of a business bank account

Having a separate bank account for your business transactions helps streamline financial management and ensures transparency in your dealings. This allows you to create a credit history for your company.

Steps for opening a bank account for a registered company

To open a business bank account in Bangladesh, you will need to provide the bank with your company registration documents, identification proof and address proof. Bank will conduct due diligence check before approving the account.

Tax Registration and Compliance

Taxation in Bangladesh

Bangladesh has a progressive tax system, with different tax rates applying to different income levels. Businesses are subject to Corporate Income Tax, Value Added Tax (VAT) and other indirect taxes.

Registering and maintaining compliance for taxes

After registering your company, you must obtain a Tax Identification Number (TIN) from the National Board of Revenue (NBR) and adhere to their tax filing requirements. Failure to do so may result in penalties and legal consequences.

Post Registration Obligations

Annual Filing and Reporting Requirements

Companies registered in Bangladesh are required to submit annual returns and financial statements to the RJSC. These documents provide transparency about the financial performance of the company and compliance with regulatory standards.

Responsibility towards employees and stakeholders

As a registered employer, you have certain obligations to your employees, such as providing a safe working environment, complying with labor laws and fulfilling contractual obligations to stakeholders.

The importance of legal advice

Navigating the legal intricacies of company registration requires expert guidance from a qualified legal advisor. A legal professional can help you understand your rights and obligations and ensure you comply with applicable laws.

Written by Pymes Law



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