Company Registration Cost and Process Bangladesh

Under the Companies Act 1994, the most common business structures are: Failing to comply may result in criminal liability in corporate fraud. Additionally, if you are acquiring commercial land for your startup, ensure proper vetting.

• Private Limited Company (Ltd.): 2–50 shareholders, limited liability. Most popular structure for SMEs and startups.
• Public Limited Company (PLC): 7+ shareholders, can raise capital from the public, requires more compliance.
• One-Person Company (OPC): Single shareholder, introduced by amendment — suitable for sole entrepreneurs.
• Partnership Firm: Registered under the Partnership Act 1932, simpler but with unlimited liability.

A company lawyer in Dhaka will advise which structure suits your business model, tax situation, and future plans.

The RJSC online registration process (via roc.gov.bd):

1. Name clearance: Apply online for name clearance — BDT 200 fee. Clearance usually takes 1–3 days.
2. Prepare documents: Memorandum of Association (MOA), Articles of Association (AOA), Form IX (consent of directors), Form XII (particulars of directors).
3. Pay fees online: RJSC registration fee based on authorised capital (see table below), plus stamp duty on MOA/AOA.
4. Upload documents: Submit scanned documents through the RJSC online portal.
5. Receive Certificate of Incorporation: Issued digitally, typically within 2–7 working days of complete submission.
6. Post-registration: Obtain Trade Licence, TIN/E-TIN, VAT registration, and open a bank account.

RJSC registration fees are based on authorised share capital:

• Up to BDT 5 lakh: BDT 5,075
• BDT 5 lakh – BDT 10 lakh: BDT 6,975
• BDT 10 lakh – BDT 50 lakh: BDT 10,375
• BDT 50 lakh – BDT 1 crore: BDT 15,675
• BDT 1 crore – BDT 5 crore: BDT 30,875

These are government fees only. Name clearance (BDT 200) and stamp duties are additional. Fees are updated by circular — confirm current rates at roc.gov.bd before filing.

Stamp duty applies to the Memorandum and Articles of Association under the Stamp Act 1899:

• MOA stamp duty: Based on authorised capital — typically BDT 2,000–10,000+ for most SMEs.
• AOA stamp duty: Flat rates, usually BDT 1,000–3,000.

Under-stamped documents will be rejected by RJSC. Buy stamp paper from a licensed vendor and have documents notarised before submission.

With complete, correct documents:

• Name clearance: 1–3 business days
• RJSC processing: 3–7 business days
• Certificate of Incorporation: Issued digitally immediately upon approval
• Total (typical): 1–2 weeks

Post-registration steps (Trade Licence, TIN, VAT) add another 2–4 weeks. Contact Adv. Shah Alam to handle the entire process on your behalf.

There is no statutory minimum authorised capital for a private limited company. In practice, most companies register with BDT 1 lakh to BDT 10 lakh to keep registration fees manageable.

Yes. Foreign nationals can form a company in Bangladesh, subject to Board of Investment (BIDA) approval for certain sectors. At least one director must have a Bangladesh address for service.

Not legally required, but strongly recommended. The RJSC rejected many applications due to incorrect MOA/AOA drafting. A corporate lawyer ensures first-time approval.

Authorised capital is the maximum share capital stated in the MOA. Paid-up capital is the amount actually invested by shareholders. Registration fees are based on authorised capital.

Yes. Companies must file annual returns and audited accounts with RJSC. Failure to file attracts penalties and can result in striking off the company from the register.