Company And Business Setup

Company Formation & Business Setup Services in Bangladesh

Navigating Business Setup and Corporate Incorporation in Bangladesh

Bangladesh is one of the most vibrant and rapidly growing economic forces in South Asia and, due to its access to key regional supply chains, the presence of a large consumer market, and the availability of attractive government incentives for foreign direct investment (FDI), setting up a company in Dhaka or in the various regional economic zones offers excellent business opportunities. However, you need experienced legal guidance to navigate the country’s regulatory environment.

At Advocacy Legal, located near Hazrat Shahjalal International Airport in Uttara, Dhaka, we provide comprehensive legal assistance with company setup, regulatory compliance, and business establishment. As a full-service law firm named by Asia Business Outlook as one of the Top 10 Most Promising Corporate Law Consultants in Bangladesh, our corporate practice connects local regulatory systems with international corporate standards. If you are a foreign multinational setting up a subsidiary, an investor launching a joint venture, or a local entrepreneur establishing a private limited company, our legal team will ensure your business foundation is legally sound and tax-efficient from the start.

Core Legal Services for Business Formation & Registration

Setting up a commercial company in Bangladesh requires submitting a series of applications to various statutory authorities, including the Registrar of Joint Stock Companies and Firms (RJSC), the Bangladesh Investment Development Authority (BIDA), the National Board of Revenue (NBR), and local municipal authorities. Advocacy Legal carries out all the stages of this corporate lifecycle:

Company Registration & Certificate of Incorporation

The Private Limited Company is the main type of company available to both domestic and foreign entities in Bangladesh; our legal team handles the entire incorporation process.

• Name Clearance & Reservation: conducting statutory searches with the RJSC to obtain a unique corporate name and avoid conflicts with trademarks or trade names.
• Drafting Constitutional Documents: Preparing constitutional documents by drafting a custom Memorandum of Association (MoA) and Articles of Association (AoA) that are suited to your capital structure, shareholding ratios, board composition, and area of operation.
• Capital & Shareholder Structuring: We provide advice on paid-up capital, authorized capital requirements, stamp duties, and banking regulations that apply to capital transfers.
• Issuance of Certificate of Incorporation: To obtain your Certificate of Incorporation, we submit applications to the RJSC and provide certified digital copies of the MoA and AoA.

Foreign Branch, Liaison, and Representative Office Setup

For international businesses looking to achieve a commercial presence without having to set up a local subsidiary, it is usually the best option to establish a Branch Office or a Liaison/Representative Office with the approval of BIDA:

• Branch Office Formation: The establishment of branch offices is allowed for foreign entities to carry out commercial operations, implement projects, and engage in activities which generate income in Bangladesh, provided that such establishment is approved by BIDA and accompanied by reporting to the central bank (Bangladesh Bank) under section 18B of the Foreign Exchange Regulation Act, 1947.
• Liaison / Representative Office Setup: assisting foreign organisations in establishing offices for coordination, market research, and client communication.
• BIDA Approvals & Bank Account Opening: Securing the necessary statutory approvals from BIDA, establishing temporary inward remittance accounts, and obtaining the final operational work permits for expatriate staff.

Statutory Licensing, Trade Licenses, and Post-Incorporation Approvals

Securing your Certificate of Incorporation is only the first step. Operating legally in Bangladesh requires comprehensive post-incorporation licensing:

• Trade License Acquisition: To obtain commercial trade licenses, you must get them from the appropriate City Corporations (for example, Dhaka North or South City Corporation) or local Pourashavas.
• Taxation & VAT Registration: For the entity and its directors, you need to obtain Electronic Tax Identification Numbers (e-TIN) and register a Business Identification Number (BIN) to comply with Value Added Tax rules under the NBR.
• Import & Export Authorizations: Prepare applications for Import Registration Certificates (IRC) and Export Registration Certificates (ERC) through the Office of the Chief Controller of Imports and Exports (CCI&E).
• Environmental, Factory, and Fire Clearances: Obtain the necessary permits from the Department of Environment (DoE), the Department of Inspection for Factories and Establishments (DIFE), and the Bangladesh Fire Service for industrial and commercial facilities.

Step-by-Step Corporate Setup Workflow

To ensure total transparency and operational speed, Advocacy Legal structures the incorporation journey into five distinct operational phases:

Phase 1: Pre-Setup Advisory & Name Clearance

We review your business model, any foreign ownership limits, your profit repatriation objectives, and the tax consequences to determine the best corporate structure, and we conduct statutory searches with the Registrar of Joint Stock Companies and Firms (RJSC) to secure your unique corporate name.

Phase 2: Drafting MoA, AoA & Statutory Documentation

Our legal team prepares customized constitutional documents, including the Memorandum of Association (MoA) and the Articles of Association (AoA), tailored to your capital structure, shareholding ratios, board composition, and scope of operations.

Phase 3: Bank Account Opening & Equity Remittance (For FDI)

We help foreign-invested companies open a temporary inward remittance bank account in Bangladesh; the foreign equity capital is remitted through it, and the authorized dealer bank then issues an Encashment Certificate to meet statutory investment requirements.

Phase 4: RJSC Incorporation & Certificate Issuance

Submit the constitutional documents, promoter resolutions, statutory fees, and encashment proofs via the RJSC portal; after regulatory review, the RJSC will issue the official Certificate of Incorporation, along with certified digital versions of the MoA and AoA.

Phase 5: Post-Registration Licensing (Trade License, TIN, BIN, IRC/ERC)

We prepare secondary regulatory applications to obtain the necessary operational clearances, such as local Trade Licenses, Electronic Tax Identification Numbers (e-TIN), Business Identification Numbers (BIN) for VAT, BIDA registrations, and Import/Export Registration Certificates (IRC/ERC).

How Advocacy Legal Guides You Through Corporate Setup

• Initial Advisory & Structural Evaluation: we review your business model, any limits on foreign ownership, your objectives for repatriating profits, and the tax consequences to determine the best corporate structure.
• Name Clearance & Document Preparation: For name clearance and document preparation, we conduct name availability searches at the RJSC and prepare the Articles of Association, the promoter’s Articles of Association, the promoters’ resolutions, and the board consents.
• Encumbrance-Free Encashment (Foreign Capital): For foreign-owned companies, we assist in opening a temporary bank account for inward remittances in Bangladesh; the foreign equity capital is then remitted, and the authorized dealer bank provides an Encashment Certificate.
• RJSC Portal Filing & Registration: For the RJSC Portal documentation and registration process, we send the required documents, the statutory fees, and the encashment proofs to the RJSC portal, after which the official Certificate of Incorporation is issued by the government.
• Post-Registration Licensing & Commercial Operations: For licensing and commercial operations after registration, we handle the relevant secondary applications for trade licenses, e-TIN, BIN, BIDA registrations, and the conversion of operational bank accounts.

Key Regulatory Agencies in Bangladesh

If you are running a business in Bangladesh, you will need to interact with several regulatory organizations and Advocacy Legal functions as your legal representative before these bodies:

Regulatory Body	Abbreviation	Core Jurisdiction & Role in Business Setup
Registrar of Joint Stock Companies and Firms	RJSC	Primary statutory authority for company name clearance, incorporation, annual filings, and corporate record keeping.
Bangladesh Investment Development Authority	BIDA	Prime Minister’s Office authority overseeing FDI approvals, branch/liaison office setup, work permits, and technology transfer agreements.
National Board of Revenue	NBR	Central tax authority administering Corporate Income Tax (e-TIN), Value Added Tax (BIN), and Customs clearance.
Bangladesh Bank	BB	Central bank enforcing the Foreign Exchange Regulation Act, controlling capital inflow, profit repatriation, and foreign debt approval.
City Corporations / Municipalities	DNCC/DSCC	Local government authorities issuing and renewing annual commercial Trade Licenses.

Q1: Can a foreign national or a foreign company have 100% ownership of a business in Bangladesh?

Yes, under Bangladesh’s foreign investment laws, foreigners can own 100% of the equity in almost all commercial and industrial sectors. However, certain sectors are reserved, such as arms, nuclear energy, forest plantations, and security printing.

Q2: What is the lowest amount of capital required to set up a private limited company?

The law does not prescribe a strict statutory minimum for the paid-up capital of domestic companies (the lowest amount being BDT 1). Still, foreign-invested companies generally need an inward capital remittance of USD 50,000 to qualify for BIDA work permits for foreign employees and key commercial facilities.

Q3: How long does the company registration process in Bangladesh take?

Name clearance takes from one to two working days; after the constitutional documents have been carried out and the foreign equity encashment is finished, RJSC incorporation usually takes between three and seven working days, and the licences required after incorporation (namely the Trade License, the TIN and the BIN) take an extra seven to ten working days.

Q4: What is the difference between a branch office and a subsidiary company?

A subsidiary company is an independent legal entity in Bangladesh (a Private Limited Company) that can carry out full commercial operations and earn local revenue. A branch office is an extension of the foreign parent company and operates with BIDA approval; it may take part in commercial activities, but the range of those activities is strictly determined by the BIDA approval letter.

Q5: What annual compliance documents are required once the company has been incorporated?

Answer: Companies are required to hold an Annual General Meeting (AGM), submit their audited financial statements and their annual returns (in the form of the Summary and Schedule X) to the RJSC, and send their monthly and annual VAT returns to the NBR, as well as file their corporate income tax returns each year.

Why Choose Advocacy Legal for Your Business Setup

• Airport-Proximity Location: Our corporate office is situated in Sector-3, Uttara, Dhaka, and offers international investors arriving at Hazrat Shahjalal International Airport easy access.
• End-to-End Corporate Legal Retainer: For an end-to-end corporate legal retainer, we won’t disappear after the company is incorporated; instead, we offer ongoing retainer agreements covering employment contracts, IP protection, tax matters, and corporate governance.
• Direct Access to Supreme Court Advocates: Our corporate team comprises Advocates with experience appearing before the Supreme Court of Bangladesh, ensuring your corporate documentation can withstand strict judicial scrutiny.

Need expert help setting up your business in Bangladesh?

Contact our corporate law team at +880 1977-125595 or visit our Uttara, Dhaka office to schedule a formal strategic consultation.