Company Formation in Bangladesh

The Importance Of Company Formation In Bangladesh

While there are numerous different ways to launch a business, the most popular and practical ones are either opening a branch office (for foreign entities only) or company formation in Bangladesh. Below is a description of the process for registering a private limited business.

A Private Limited Company Formation is what?

A private company formation in Bangladesh is one whose articles of association restrict the transfer of shares, cap the number of members at fifty, and forbid inviting the public to subscribe for the company’s shares or debentures, according to section 2(q) of the Companies Act of 1994. 

These traits of a Private Limited Company are listed in the Companies Act of 1994:

  1. Company formation in Bangladesh limits the shares transfer rights.
  2. There must be at least two members (two)
  3. The maximum number of members, excluding those who work for the company, is 50. There must be at least two directors.
  4. It does not require to hold a statutory meeting or file a statutory report, and it is prohibited from inviting the public to subscribe for its shares or debentures.
  5. A Private company formation may start doing business as soon as it registers with the RJSC, subject to securing other licenses listed below in the post-registration portion of this Report.

Private Limited Company Formation in Bangladesh

The Companies Act of 1994, which deals with the legislative requirements of company incorporation, does not outline a step-by-step process for creating a company. The RJSC, the relevant body, handles it. On its official website, company formation in Bangladesh offers thorough instructions on how to set up a company, from name clearance through incorporation.

Bangladeshi Private Limited Company Incorporation

Below are the stages for registering a private company limited by shares in Bangladesh:

Private Limited Quality Company Formation in Bangladesh

Application for name clearance to RJSC with the supporting documentation listed below

  1. Application Form 
  2. Name Suggestion

The Additional Steps Required for Company Formation in Bangladesh

Application to RJSC with the legally binding documents mentioned above. Under the Companies Act of 1994, the idea of “investment in kind” is not specifically defined. 

However, in reality, a shareholder or potential shareholder in a company formation in Bangladesh with a business incorporation which makes a large investment by purchasing machinery and other equipment for the company.

Although CA 1994 does not apply to the process, the following steps are taken when making this form of investment:

  1. The concerned investors must have a vendors’ agreement between them and the concerned investors, the concerned company must be properly registered with RJSC, and the filled-out Form(s) and the vendors’ agreement must be submitted to RJSC.
  2. The RJSC will then keep track of the investment and check to see if the correct steps were taken.

The Benefits of a Limited Company Formation in Bangladesh

  1. If company formation in Bangladesh comes inside an industry that is exempt from taxes.
  2. Able to hire international employees
  3. Depending on the type of firm, foreign technical personnel may be tax-free for the first three years.
  4. Easier access to banking and financial services
  5. Possess greater flexibility and a variety of commercial capacities
  6. Option to grant shares and equity to the new shareholder under various conditions.
  7. The Shareholder’s liability is only for their paid-up capital contribution.

 The Negative Aspects of A Company Formation in Bangladesh

  1. For small businesses, preparing an annual audited report can be expensive.
  2. Additional Compliance Requirement for an unincorporated business or partnership
  3. There is also a dividend tax for company formation in Bangladesh that is determined under the company’s head.

Taxation of Business Formation

1. Corporate Tax Rate in Bangladesh: Publicly traded businesses (listed companies on stock market)

2. A quarter of privately held businesses (private companies limited by shares)

3. A third other than merchant banks, publicly listed banks, insurance companies, and financial institutions

4. 75% of 37.5% banks, insurance companies, and financial institutions that are not publicly traded: 40%

5. 40% of mobile network carriers are publicly traded

6. 45 percent of mobile network operators are not publicly traded

7. 45 percent of cigarette makers are publicly traded

8. 45 percent of cigarette makers are not publicly traded.

9. One person business 25%.

The official launch of one-person company registration in company formation in Bangladesh has occurred. Additionally, there are a number of tax exemption options available to businesses depending on their region & line of business.


Please get in touch with us if you require expert assistance with incorporating a business. We are your best provider for your company formation in Bangladesh.