Incorporating a Private Limited Company is one of the most popular and effective ways to establish a formal business presence in Bangladesh. Whether you’re a local entrepreneur looking to scale your operations or a foreign investor seeking to enter the South Asian market, registering a private limited company in Bangladesh offers the legal structure, flexibility, and credibility needed to operate successfully.
A Private Limited Company is a separate legal entity, which means it can enter into contracts, open bank accounts, sue or be sued, and own property in its own name. One of its key benefits is limited liability protection; shareholders are only liable for the company’s debts up to the amount they have invested. This makes it an ideal structure for both startups and growing enterprises.
The Private Limited company registration procedure in Bangladesh is governed by the Companies Act 1994 and regulated by the Registrar of Joint Stock Companies and Firms (RJSC). From name clearance to drafting MoA & AoA, and obtaining incorporation certificates, the entity incorporation in Bangladesh involves several compliance steps that must be handled accurately.
For foreign investors, incorporating a private limited company in Bangladesh is a preferred route due to 100% foreign ownership allowance, repatriation rights, and ease of doing business. Alternatively, registering a branch office is another option but a private limited company offers more autonomy and flexibility in local operations.
At Bangladesh Consultant, we specialize in guiding both local and international clients through the complete process to incorporate a company in Bangladesh, ensuring compliance, efficiency, and peace of mind from start to finish.
A Private Limited Company is the most preferred form of business entity in Bangladesh, offering both structural benefits and legal protections. Defined under the Companies Act 1994, this type of company comes with specific features that make it suitable for startups, SMEs, and foreign investors. Below are the key characteristics that define a Private Limited Company in Bangladesh:
According to Section 2(q) of the Companies Act 1994, a private limited company restricts the transferability of its shares. This ensures better control over ownership and protects the interests of existing shareholders.
As per Section 5, a private limited company must have at least two members to get registered. The maximum number of shareholders is limited to 50, excluding employees, as highlighted in Section 2(q). This ensures the company remains “private” in nature.
A minimum of two directors is required to manage the company, as stated under Section 90(2). These individuals are responsible for overseeing the company’s affairs and ensuring regulatory compliance.
Once registered with the RJSC, a private limited company can start its business operations without the need for further statutory formalities—although specific licenses may still be required based on the business sector.
Choosing a Private Limited Company setup in Bangladesh offers several advantages for entrepreneurs, startups, and foreign investors. From legal protection to brand credibility, here are the top benefits of completing the company incorporation process in Bangladesh:
Once registered with RJSC (Registrar of Joint Stock Companies and Firms), your business gains an independent legal identity, allowing it to own assets, sue, or be sued in its own name.
Shareholders’ liability is limited to their shareholding. This means your personal assets are protected in case the company faces financial obligations.
The Memorandum of Association (MoA) and Articles of Association (AoA) clearly define the company’s objectives, governance rules, and internal operations—ensuring clarity and control.
A registered private limited company in Dhaka or elsewhere in Bangladesh enhances trust with clients, investors, and stakeholders, giving your business a more professional appeal.
Once incorporated, obtaining a Trade License, TIN (Tax Identification Number), and other regulatory approvals becomes streamlined.
You can define your Authorized Capital and Paid-up Capital during incorporation, which helps structure investments and business planning.
The incorporation of a limited company in Dhaka or across Bangladesh allows full foreign ownership in most sectors, making it a perfect vehicle for FDI.
Registering a private limited company is the most strategic way to formalize your business registration in Bangladesh and unlock future growth.
Starting your business journey begins with legal entity incorporation. The Private Limited company registration procedure in Bangladesh is governed by the Companies Act 1994 and administered by the RJSC (Registrar of Joint Stock Companies and Firms). Understanding this structured process ensures smooth and compliant company registration in Bangladesh.
Let’s walk you through the step-by-step process of incorporating a Private Limited Company in Bangladesh:
The first step in the entity incorporation in Bangladesh is to obtain a Name Clearance Certificate from RJSC.
Once approved, RJSC will issue a Name Clearance Letter, valid for 30 days.
Once the name is cleared, it’s time to prepare and draft all legal documents required for registering a private limited company in Bangladesh:
These documents must be prepared accurately to avoid rejection.
If the company involves foreign shareholding, the following steps are necessary:
This is a key step for foreign investors looking to incorporate a company in Bangladesh.
Now, submit all signed and prepared documents to RJSC either online or physically.
RJSC will verify and process the documents before granting registration.
Upon successful review, RJSC will issue the Certificate of Incorporation, which confirms:
At this point, your private limited company setup in Bangladesh is legally complete and recognized.
After incorporation, several licenses and registrations are required to commence operations legally:
At Bangladesh Consultant, we offer end-to-end support to ensure a seamless, stress-free experience for both local and foreign entrepreneurs. Here’s how we help you every step of the way:
We assist you in choosing and reserving your company name by applying for Name Clearance from the RJSC (Registrar of Joint Stock Companies and Firms). A unique and approved name is essential to begin the registration process.
Our legal experts prepare and draft your Memorandum of Association (MoA) and Articles of Association (AoA), key documents that define your company’s structure, objectives, and internal rules. We ensure these documents comply with the Companies Act 1994 and are tailored to your specific business needs.
We handle the complete form submission process, including:
This ensures that all your paperwork is accurately filed with RJSC for successful incorporation.
Bangladesh Consultant manages the payment of all mandatory government fees related to company registration. We ensure transparency and provide you with official receipts and acknowledgments for every transaction.
We help you open a temporary bank account in the proposed company’s name to deposit the Paid-up Capital. Once your company receives the Certificate of Incorporation, this account is converted into a regular business account.
Post-incorporation, we help you acquire:
These registrations are essential for legal business operations in Bangladesh.
Our consultants provide strategic advice on:
When it comes to Private Limited Company registration procedures in Bangladesh, Bangladesh Consultant is your trusted ally for a smooth, efficient, and fully compliant process.
Our team of seasoned professionals, including qualified lawyers and chartered accountants, have extensive experience with RJSC procedures, MoA, AoA, and regulatory compliance. We confidently guide local and foreign entrepreneurs through every legal and operational hurdle.
Bangladesh Consultant offers a one-stop solution, from company name clearance to post-registration essentials like TIN, Trade License, and VAT Registration. We help draft your Memorandum of Association (MoA) and Articles of Association (AoA), submit documents to RJSC, and assist with opening your business bank account to deposit Paid-up Capital.
Time is money in business. That’s why we prioritize fast and efficient service. Our streamlined processes and experienced team help you incorporate a company in Bangladesh quickly—without unnecessary delays.
We believe in building trust through honesty. All our pricing is straightforward, with no hidden charges. From RJSC filing fees to consultation costs, we provide a clear breakdown so you can plan your finances with ease.
Your relationship with Bangladesh Consultant doesn’t end after registration. We provide ongoing assistance for:
Compliance with Authorized Capital and Paid-up Capital regulations
Whether you’re a startup, foreign investor, or growing SME, Bangladesh Consultant ensures that your private limited company setup in Bangladesh is handled with care, precision, and professionalism. From the first consultation to long-term compliance, we’re by your side.
Yes, a foreigner can register a Private Limited Company in Bangladesh with 100% ownership. There is no mandatory requirement for a local partner. However, compliance with the Bangladesh Investment Development Authority (BIDA) may be necessary for certain sectors.
Typically, it takes 7–10 working days to complete the Private Limited company registration procedure in Bangladesh, depending on document readiness and RJSC processing time.
As per the Companies Act 1994, a minimum of two directors is required to incorporate a private limited company in Bangladesh.
The cost varies depending on your Authorized Capital, number of shareholders, and other services (like MoA, AoA drafting, TIN, VAT, etc.). At Bangladesh Consultant, we offer transparent pricing with custom packages tailored to your business needs.
No, it is not mandatory. A foreign investor can fully own a private limited company in Bangladesh without a local partner. However, certain sectors may have specific regulatory guidelines.
RJSC (Registrar of Joint Stock Companies and Firms) is the government body responsible for regulating company registration, incorporation, and compliance. All companies must be registered with the RJSC to legally operate in Bangladesh.
After obtaining your Certificate of Incorporation from RJSC, you need to apply for a Trade License through your local city corporation or municipality by submitting the necessary documents and fees.
Yes, most businesses must register for VAT with the National Board of Revenue (NBR). This is essential for issuing VAT invoices and complying with tax regulations.
Absolutely! Bangladesh Consultant offers end-to-end support—from name clearance, MoA & AoA preparation, and RJSC filing, to TIN, Trade License, and VAT registration. We manage the entire company incorporation process in Bangladesh, ensuring accuracy, speed, and compliance.