Registering a private limited company in Bangladesh is procedurally clear but document-heavy. Most delays come from mismatched paperwork, not from the Registrar of Joint Stock Companies and Firms (RJSC) itself.
Before You Start: Structural Decisions
- Shareholders - a private limited company needs a minimum of two and a maximum of fifty
- Directors - at least two, who must also be shareholders
- Authorised and paid-up capital - authorised capital drives the RJSC filing fee and stamp duty; paid-up capital should reflect genuine funding needs
- Registered office address - a real address, supported by a lease or ownership document, since the trade licence is tied to it
- Objects clause - draft it broader than today's activity so that expansion does not require an early MoA amendment
Step 1: Name Clearance
Apply through the RJSC portal. Avoid names that duplicate existing entities or use restricted words. Clearance is usually issued within a working day and is valid for a limited period.
Step 2: Draft the MoA and AoA
The Memorandum of Association defines the company's objects and capital structure. The Articles of Association govern internal management - share transfers, board meetings, borrowing powers, quorum. Boilerplate articles frequently cause disputes later; align them with the shareholders' agreement from the outset.
Step 3: Bank Account and Capital (Foreign Shareholders)
Where any shareholder is foreign, share capital must be remitted from abroad into a temporary account in the proposed company name before incorporation, and an encashment certificate obtained. This document is mandatory for RJSC filing and underpins future capital repatriation.
Step 4: File with RJSC
Submit the signed MoA and AoA together with:
- Form I - declaration on registration
- Form VI - notice of situation of registered office
- Form IX - consent of directors to act
- Form XII - particulars of directors, managers and managing agents
- NID or passport copies and photographs of each shareholder and director
- Encashment certificate, where applicable
Pay the registration fee and stamp duty. On approval, RJSC issues the certificate of incorporation with certified copies of the MoA, AoA and Form XII.
Step 5: Post-Incorporation Registrations
- Trade licence from the City Corporation or municipality, renewed annually
- TIN from the NBR
- VAT registration (BIN) under the VAT and Supplementary Duty Act 2012
- Permanent bank account in the company name
- IRC or ERC where the business imports or exports
- Trade body membership with a chamber of commerce or sector association
- Fire, factory and environmental clearances for manufacturing
Realistic Timeline
For a fully local shareholding with documents in order, incorporation is achievable within one to two weeks. Foreign shareholding extends this because of remittance, encashment and attestation of overseas documents. Post-incorporation licensing typically adds a further two to four weeks.
Your Compliance Calendar Starts Immediately
From incorporation the company owes an annual general meeting, audited accounts, the RJSC annual return and Schedule X, corporate tax filing by Tax Day, monthly VAT returns and monthly withholding statements. Registering the company is the short part; staying compliant is the ongoing one.
How AeroNext Helps
AeroNext handles entity setup and support - name clearance, MoA and AoA drafting, RJSC filing, trade licence, TIN and BIN registration, trade body membership and annual filings - so the company is not just registered but genuinely operational and compliant.
