Company Formation · Registered Office · Local Presence
Company Setup in Bangladesh and Local Presence for Foreign Companies
We set up your Bangladesh company from name clearance to trade licence, give it a registered office, and keep it compliant after launch. Most steps can be completed while you stay overseas.
What Your Setup Includes
- Entry structure check: subsidiary, branch or liaison office
- RJSC name clearance, MoA and AoA, incorporation filing
- Bank account, capital remittance and encashment certificate
- e-TIN, trade licence and VAT registration
- Registered office address in Dhaka
- Statutory registers and first-year compliance calendar
How Do You Set Up a Company in Bangladesh?
To set up a company in Bangladesh, a foreign investor clears a company name with the Registrar of Joint Stock Companies (RJSC), prepares the Memorandum and Articles of Association, opens a bank account and remits the share capital, files for incorporation with RJSC, and then registers for e-TIN, a trade licence and VAT.
A private limited company needs at least two directors, two to fifty shareholders and a physical registered address in Bangladesh. Up to 100% foreign ownership is allowed in most sectors. Most steps can be done remotely, although the bank may ask signatories to attend in person for KYC. If you are still deciding whether to enter, start with market research and entry planning; if you need an ongoing local point of contact, see our local business advisor service.
Company Setup Process in Bangladesh, Step by Step
Choose the Entry Structure
Decide between a private limited subsidiary, a branch office or a liaison office. A subsidiary can trade, provide services and manufacture; a liaison office cannot earn income. This choice shapes every later step.
Clear the Company Name With RJSC
Apply online for name clearance. The name must not match or closely resemble an existing company or trademark. An approved name is reserved for two months and can be extended with a fresh application.
Draft the Memorandum and Articles
The MoA sets out the business objects and authorised capital; the AoA sets the internal rules, director powers and share transfer terms. Government registration fees are calculated on the authorised capital, so size it sensibly.
Collect and Legalise Shareholder Documents
Gather passports, photos and personal details for every director and shareholder, plus incorporation documents and a board resolution from any corporate shareholder. Bangladesh joined the Apostille Convention, in force since 30 March 2025, so many foreign public documents now need an apostille instead of embassy legalisation.
Open a Bank Account and Remit Capital
Open an account in the proposed company name at a scheduled bank and remit the foreign shareholders’ capital from abroad. The bank issues an encashment certificate, which RJSC needs before it will incorporate the company.
File With RJSC and Get Incorporated
Submit the online application with Form IX, the subscriber page and the encashment certificate, then pay the fees and stamp duty. Once RJSC verifies the remittance with the bank, it issues the Certificate of Incorporation, the MoA and AoA and Form XII. Our company registration service handles this filing.
Register for Tax, Trade Licence and VAT
Obtain an e-TIN from the National Board of Revenue, a trade licence from the city corporation (which needs a business address) and VAT registration. Add sector licences and Invest Bangladesh Authority registration where your activity requires them.
Set Up Statutory Records and Compliance
Prepare share certificates, the registers of members and directors, and the company seal. Hold the first AGM within 18 months of incorporation and no more than 15 months apart after that. We keep a compliance calendar so filings never slip.
Local Presence Options in Bangladesh
A company is more than a certificate. Choose how you want to be present on the ground, from a registered address to your first local team.
Registered Office Address
Every Bangladesh company needs a physical registered address; a P.O. box is not accepted. It receives official notices and appears on your incorporation documents and trade licence application.
Best for: companies whose team works remotely or from client sites in the first year.
Virtual or Serviced Office in Dhaka
Get a professional business address, mail handling and meeting rooms without signing a long lease, or move into a furnished serviced office when your team arrives. See our virtual office and serviced office options.
Best for: new subsidiaries that want a credible address quickly at low fixed cost.
Liaison Office
A representative presence for market research, sourcing and coordinating with local partners. It cannot earn income and needs a minimum USD 50,000 inward remittance after registration with the Invest Bangladesh Authority.
Best for: buyers and manufacturers that need eyes on the ground before investing. Liaison office setup.
Branch Office
An extension of the foreign parent that can carry out approved commercial activities and is taxed in Bangladesh on its income. Manufacturing is not permitted, and the parent must meet eligibility criteria.
Best for: service and trading companies that want to contract locally under the parent name.
Local Representative
An authorised person in Dhaka who follows up filings with RJSC, NBR and banks, receives notices and keeps your head office updated, so the company runs smoothly while directors are abroad.
Best for: founders managing Bangladesh from overseas. Learn more about our local business advisor.
First Local Hires and Payroll
Hire your first employees with compliant contracts, statutory deductions and monthly payroll processing, so operations start on day one without building an HR team first.
Best for: subsidiaries starting with a small sales, support or operations team.
Documents Needed to Register a Company in Bangladesh
Send these early. Missing or unlegalised documents are the most common reason a setup stalls. We review every file before submission.
From Each Director and Individual Shareholder
- Passport copy and recent photograph
- Residential address and parents' names
- Signed Form IX consent to act as director
- Signed subscriber page of the MoA
- KYC documents requested by the bank
From a Corporate Shareholder
- Certificate of incorporation of the parent
- Constitutional documents (MoA and AoA or equivalent)
- Board resolution approving the Bangladesh investment
- Letter of authorisation for the local representative
- Details of the parent company's directors
Set Up Without Relocating
We file, follow up and report in English. You sign what must be signed and travel only if the bank needs you for KYC.
Setup and Presence in One Place
Incorporation, registered address, office space and payroll from one team, instead of four separate vendors.
Compliant From Day One
Statutory registers, tax registrations and a first-year compliance calendar are part of the handover, not an afterthought.
Company Setup in Bangladesh: FAQs
Short answers to the questions foreign founders ask most. Need a quote for your structure?
How do I set up a company in Bangladesh as a foreigner?
Clear a company name with RJSC, prepare the MoA and AoA, open a bank account and remit the share capital to get an encashment certificate, file for incorporation with RJSC, and then register for e-TIN, a trade licence and VAT. A local service provider can handle most of these steps for you remotely.
Can a foreigner own 100% of a company in Bangladesh?
Yes. Up to 100% foreign ownership is allowed in most sectors, except restricted and controlled sectors. Directors and shareholders can be local or foreign.
Do I need to visit Bangladesh to register a company?
Usually not for the RJSC filing itself, which is done online. However, banks may ask the authorised signatories to attend in person for KYC when opening the company account, so plan for a possible short visit.
What is the minimum capital for a company in Bangladesh?
There is no fixed minimum share capital for a private limited company in most sectors. If foreign investors or employees will relocate and need work permits, equity of USD 50,000 is required. Liaison and branch offices need a minimum USD 50,000 inward remittance.
Do I need a registered office address in Bangladesh?
Yes. Every company must have a physical registered address in Bangladesh; a P.O. box is not accepted. A virtual or serviced office can provide this address while your team is still small.
How many directors and shareholders does a private company need?
A private limited company needs at least two directors and between two and fifty shareholders. Directors must be at least 18 years old, and shareholders can be individuals or companies.
Do foreign documents need an apostille for Bangladesh?
Bangladesh joined the Hague Apostille Convention, which came into force for the country on 30 March 2025. Public documents from other member countries can generally be apostilled instead of going through embassy legalisation. Documents from non-member countries still need consular attestation.
What do I need to do after incorporation?
Obtain an e-TIN, a trade licence and VAT registration, add any sector licences, set up statutory registers and the company seal, and hold the first AGM within 18 months of incorporation. After that, AGMs must be no more than 15 months apart.
Ready to Set Up Your Company in Bangladesh?
Share your structure, shareholders and timeline. We reply with a document checklist and a fixed quote. BPO Bangladesh, Suite 610, 5th Floor, Rupayan Shopping Square, Bashundhara R/A, Dhaka 1229.