Company Registration in Bangladesh in 2026: Complete Legal Guide for Local & Foreign Investors

The principal legislation is the Companies Act, 1994 (Act No. XVIII of 1994), as amended. The official consolidated legislation available through Bangladesh Laws was checked for this guide in its 2026 version. Company incorporation and statutory filings are administered by the RJSC.

Important provisions include:

Incorporation is only one layer of regulation. Depending on the business, the Income Tax Act, 2023, Value Added Tax and Supplementary Duty Act, 2012, foreign-exchange rules, investment regulations and sector-specific laws may also apply.

Choosing the right legal structure before filing is important because shareholding, liability, investment, succession and regulatory obligations differ significantly.

A branch, liaison or representative office should not be confused with a locally incorporated private limited company. Invest Bangladesh treats approval of these foreign commercial offices as a separate process, and Section 379-related RJSC filing follows approval.

For an ordinary private company limited by shares, founders should ordinarily settle the following before incorporation:

Shareholders

At least two members/shareholders are required. Under the Companies Act, a private company generally limits its membership to 50, with certain statutory exclusions relating to employees and joint holders.

A corporate body may also participate as a subscriber/shareholder. RJSC's current online registration interface specifically accommodates body-corporate subscribers.

Directors

At least two directors are required for an ordinary private company. Importantly, Section 90(3) provides that only a natural person may be appointed as a director.

Registered Office

The company must maintain a registered office in Bangladesh. Under Section 77, the registered office must exist from the earlier of commencement of business or the 28th day following incorporation, and notice of its location or change must be submitted to the Registrar within the statutory period. Form VI is the prescribed notice.

Share Capital

For an ordinary private limited company, the Companies Act does not prescribe a universal minimum paid-up capital figure.

This is important because statements such as “BDT 100,000 is required for a private company” should not be treated as law.

However:

• each subscriber must subscribe for the required shares under the Memorandum;
• sufficient commercial capital should be chosen for the proposed business;
• authorised capital affects RJSC fees; and
• banking, insurance, financial services, regulated industries and certain investment/visa situations may have separate minimum-capital or investment requirements.

The appropriate capital therefore depends on the company's actual business rather than an arbitrary registration figure.

Before submitting anything to RJSC, determine:

• proposed business activities;
• shareholders and their percentage ownership;
• directors;
• authorised and paid-up capital;
• registered office;
• whether any shareholder is non-resident;
• whether the sector requires prior approval, NOC or minimum capital; and
• whether the business will operate under BIDA, BEZA, BEPZA, BHTPA or another specialised regulator.

This preliminary legal review is especially important for foreign investment and regulated sectors.

Section 11 restricts registration of a company under a name identical or deceptively similar to an existing company and permits restrictions on undesirable names.

Under the traditional RJSC process, applicants obtain name clearance before incorporation. RJSC's current fee schedule states:

Name-clearance fee: BDT 500 for each proposed name Extension application: BDT 200

Important 2026 update

The current Invest Bangladesh FAQ (opens in a new tab) distinguishes between the filing routes: it directs foreign-company applicants to seek name clearance through OSS, while stating that a local company's name will be validated at incorporation. RJSC nevertheless continues to publish a separate name-clearance service and fee schedule.

Applicants should therefore follow the live RJSC/OSS workflow applicable to their filing rather than assuming that every applicant follows an identical preliminary step. Where a separate clearance is issued, check the validity date stated in the actual clearance letter.

The Memorandum of Association (MoA) and Articles of Association (AoA) are not merely registration formalities.

Memorandum of Association

The MoA establishes key constitutional matters including the company's:

• name;
• registered-office jurisdiction;
• objects/business purposes;
• liability structure;
• authorised share capital; and
• subscriber/shareholding information.

Articles of Association

The AoA regulates the company's internal governance, including matters such as:

• issue and transfer of shares;
• shareholder rights;
• directors and board powers;
• meetings and quorum;
• voting;
• dividends;
• bank operations;
• transfer/transmission;
• management powers; and
• other internal corporate procedures.

RJSC's current filing interface requires applicants to enter MoA information by reference to the Bangladesh Standard Industrial Classification 2020 and allows use of a model or customised AoA.

Practical legal point: Do not simply copy another company's MoA and AoA. Poorly drafted objects or shareholder-control provisions can later create problems with banking, licences, investment, share transfers and corporate disputes.

For a conventional private-company incorporation, the principal statutory documents include:

RJSC's live company-registration interface refers to Forms VI, IX, X and XII, and Form I is the statutory declaration of compliance under Section 25. Official RJSC copies of Forms I, IX and XII are also currently published.

This is one area where abbreviated online guides frequently cause confusion: Forms IX, X and XII alone do not represent the complete statutory incorporation package.

Bangladesh permits foreign investors to establish wholly foreign-owned industrial ventures in many sectors, while some activities remain reserved, controlled or subject to local ownership or sector-specific approval. The investment structure should therefore be checked before incorporation.

For foreign equity, funds should generally be introduced through the formal banking channel.

Bangladesh Bank currently states that prior Bangladesh Bank approval is generally not required for issuance of shares to non-residents against foreign investment, subject to the applicable foreign-exchange rules. Foreign investment may be made through freely convertible foreign currency brought through banking channels or, under applicable conditions, capital machinery. Reporting requirements apply following share issuance.

Important distinction: USD 50,000 is not a universal incorporation minimum

Some online materials create the impression that every foreign-owned company must have USD 50,000 merely to register with RJSC. That is misleading.

The current Invest Bangladesh FAQ (opens in a new tab) applies a USD 50,000 inward-remittance condition to approved branch, liaison, representative and project offices. That requirement should not be transplanted as a general statutory minimum paid-up capital for every locally incorporated foreign-owned private company.

Foreign investors should structure equity, banking, investment-authority registration, visas and work permits as related but legally distinct matters and recheck any transaction-specific threshold before acting.

RJSC fees depend partly on authorised capital.

According to RJSC's current official fee schedule:

Name Clearance

Private Company — Stamp Duty

Filing Fee

RJSC currently states BDT 1,200 for filing six incorporation documents—five prescribed forms plus the MoA/AoA filing unit.

Authorised-Capital Fee

RJSC presently imposes no additional authorised-capital registration fee up to BDT 10 lakh. Above that level:

• more than BDT 10 lakh up to BDT 50 lakh: BDT 80 for every BDT 1 lakh or part thereof above the relevant threshold;
• above BDT 50 lakh: an additional BDT 130 for every BDT 1 lakh or part thereof above the first BDT 50 lakh.

Example — Private Company with Authorised Capital up to BDT 10 Lakh

On the current RJSC schedule, the core government incorporation/stamp components would ordinarily be:

MoA stamp BDT 1,000 + AoA stamp BDT 2,000 + filing fee BDT 1,200 = BDT 4,200

If one separately cleared proposed name is charged at BDT 500, the total becomes approximately BDT 4,700, excluding payment-channel charges, professional fees and any other regulatory/licensing costs.

2026 fee caution: RJSC maintains an online fee calculator. Applicants should check the live calculator immediately before filing because government fees and portal procedures can change.

Once RJSC is satisfied with the application, it issues the Certificate of Incorporation.

The certificate establishes the company as an incorporated legal entity. But incorporation should not be confused with permission to conduct every proposed business activity immediately.

A company may still need tax registration, a trade licence, VAT/BIN and sector-specific approvals before commencing the relevant operations.

A company should obtain taxpayer registration/e-TIN.

More importantly, under Section 166(1)(c) of the Income Tax Act, 2023, a company is specifically included among persons required to file an income-tax return. This obligation is not dependent merely on the company making a profit.

A trade licence is issued by the appropriate City Corporation, Paurashava or Union Parishad, depending on location.

Invest Bangladesh confirms that trade licensing remains a local-government function, with several city-corporation services also integrated into its OSS platform.

Do not assume that incorporation automatically means every new company must immediately take the same VAT status.

Current NBR guidance states:

Where liability arises, NBR states that registration/enlistment should be obtained within 15 days. Certain activities may nevertheless be subject to specific mandatory registration rules, so the nature of the business must also be checked.

Caution: Some older pages on NBR's website still display historical thresholds. The current FAQ and VAT compliance guidance state the BDT 30 lakh / BDT 80 lakh thresholds.

BIDA registration should not be described as a universal post-incorporation requirement for every company.

Invest Bangladesh itself currently states that domestic, foreign and joint-venture investment projects may register and specifically notes that Invest Bangladesh registration is not required for commercial and trading activities.

Manufacturing, service and investment projects seeking BIDA facilities, investment services or regulatory support should assess whether project registration is applicable.

Businesses in economic zones, export processing zones or hi-tech parks may instead fall under BEZA, BEPZA or BHTPA jurisdiction, as applicable. Bangladesh Bank's foreign-investment guidance also recognises these separate investment-promotion jurisdictions.

Depending on the business, additional approvals may include:

• Import Registration Certificate (IRC);
• Export Registration Certificate (ERC);
• environmental clearance;
• fire licence;
• factory-related approvals;
• sectoral regulator approval;
• drug/pharmaceutical licences;
• telecommunications/technology approvals;
• financial-services approvals; or
• other operational licences.

The exact licensing map should be determined from the company's actual business objects and operations rather than using a generic checklist.

Company compliance does not end when the Certificate of Incorporation is issued.

Section 81 expressly permits the first AGM to be held within 18 months of incorporation and generally limits the interval between successive AGMs to 15 months. Section 36 requires the annual member list and summary initially within the statutory first period and then annually; the Schedule X return is completed/filed following the AGM within the applicable 21-day period. Company accounts are also subject to statutory audit and filing requirements.

RJSC's current fee schedule also provides filing fees and late fees for delayed statutory filings, making timely compliance financially as well as legally important.

Using an unsuitable shareholding structure

Ownership percentages, control rights and future investment should be planned before incorporation.

Choosing arbitrary authorised capital

Very high authorised capital can unnecessarily increase RJSC fees, while unrealistically low capital may not suit the company's operations, licences or investment requirements.

Copying another company's MoA and AoA

The constitutional documents should match the actual business and shareholder arrangement.

Treating the Certificate of Incorporation as a complete business licence

RJSC incorporation creates the company. It does not replace trade, tax, VAT, environmental, import/export or sector-specific licences.

Mixing foreign investment with immigration requirements

Equity investment, BIDA registration, Bangladesh Bank reporting, investor visas and expatriate work permits are related but separate regulatory issues.

Ignoring annual filings

A dormant or low-revenue company is not automatically free from corporate, tax and filing obligations.

For a foreign-owned or joint-venture company, it is advisable to answer the following before filing:

1. Is the proposed activity open to foreign investment?
2. Is 100% foreign ownership permitted for that specific activity?
3. Is sectoral approval or local participation required?
4. Which investment authority has jurisdiction—BIDA, BEZA, BEPZA, BHTPA or another regulator?
5. How will foreign equity be remitted?
6. What banking evidence will be required?
7. Will foreign personnel require PI/E/E1 visas or work permits?
8. Does the company intend to repatriate dividends or future sale proceeds?
9. Does the MoA properly cover all proposed operations?

Bangladesh Bank confirms that foreign investors may establish wholly owned industrial ventures outside reserved sectors and that foreign investment should be routed under the applicable banking and foreign-exchange framework. Its current FDI portal also explains reporting and repatriation mechanisms for non-resident investment.

Registering a company in Bangladesh in 2026 is increasingly digital, but the legal issues behind the online forms remain important.

For a typical private limited company, the central process involves determining the correct ownership and capital structure, preparing the MoA and AoA, completing the applicable RJSC online process and prescribed forms, paying the relevant registration fees and obtaining the Certificate of Incorporation.

But incorporation is the beginning—not the end—of business compliance.

A company should immediately assess its requirements for e-TIN, income-tax returns, trade licence, VAT/BIN, investment registration, foreign-exchange reporting, import/export registration and other sectoral licences.

For foreign investors in particular, corporate incorporation, inward remittance, share issuance, BIDA/other investment-authority registration and immigration/work-permit requirements should be planned together—but treated as legally distinct processes.

Key Legal and Regulatory References

• Companies Act, 1994 (Act No. XVIII of 1994), as amended (opens in a new tab) — particularly Sections 2, 5, 11, 11A, 19, 25, 36, 77, 81, 90, 92–93, 115, 181–190, 210 and relevant foreign-company provisions.
• RJSC official registration portal (opens in a new tab), forms (opens in a new tab) and fee schedule (opens in a new tab).
• Income Tax Act, 2023 (opens in a new tab), particularly Section 166 regarding mandatory company returns.
• Current NBR VAT guidance (opens in a new tab) under the Value Added Tax and Supplementary Duty Act, 2012.
• Bangladesh Bank Foreign Investment and Financing Portal (opens in a new tab).
• Invest Bangladesh guidance and FAQ (opens in a new tab) and its OSS framework.

Legal notice: This article provides general legal information based on legislation and regulatory materials reviewed up to 27 August 2026. Company, tax, foreign-investment and licensing requirements may vary according to the proposed activity, ownership, location and subsequent regulatory changes. Specific legal advice should be obtained before acting on a particular transaction.