2025 Guide to Registering a Company in Bangladesh: Policies, Practical Steps, and Key Precautions

This guide explains the up-to-date procedures and policy highlights for company registration in Bangladesh in 2025. It blends practical, step-by-step instructions with policy interpretation and compliance pointers for foreign and domestic investors. The goal: a clear, actionable roadmap to form a legal entity in Bangladesh while avoiding common pitfalls.

Popular business forms and quick comparison

Key 2025 policy trends and interpretations

• Digital-first registration: RJSC (Registrar of Joint Stock Companies & Firms) continues to expand online filings, reducing processing times for routine incorporations.
• Investment facilitation: BIDA and one-stop service centers have further streamlined sectoral approvals for priority industries (e.g., light manufacturing, IT, export-oriented textiles).
• Foreign investment treatment: Bangladesh Bank and BIDA have clarified practical steps for capital inflows and repatriation in many sectors, though sectoral restrictions and approvals remain for finance, telecom, and some natural-resource activities.
• Compliance emphasis: Authorities are enforcing annual returns, e-filing, tax filings, and AML/KYC measures more strictly—noncompliance can trigger fines and operational delays.

Step-by-step operational process (practical)

1. Decide entity type and local structure — choose Private Limited for liability protection or a branch if you intend direct parent control. Consider tax and labor implications when choosing.
2. Name clearance — reserve a company name via the RJSC online portal. Allow alternative names in case of rejection.
3. Prepare founding documents — Memorandum & Articles of Association (MOA/AOA) for companies; board resolutions and parent company documents for branches. Include shareholder, director, and registered office details.
4. Document authentication — foreign documents (passports, board resolutions) often require attestation per Bangladesh and sending-country rules. Check current embassy or RJSC guidance early to avoid delays.
5. File with RJSC — submit forms, MOA/AOA, director details, and statutory declarations through RJSC e-services. Pay registration and stamp duties as applicable.
6. Receive incorporation certificate — once approved, you will receive the Certificate of Incorporation and the company registration number.
7. Post-incorporation registrations — obtain TIN from NBR (tax), municipal trade license, VAT registration if applicable, and register employees for social security/contributions.
8. Open a bank account and capital injection — follow Bangladesh Bank rules for foreign currency investment and inward remittances; maintain documentation of capital inflows.
9. Sectoral licenses and permits — secure industry-specific approvals (e.g., environmental clearance, import/export permits, special industrial zone registration).
10. Ongoing compliance — file annual returns, financial statements, and tax returns on time to avoid fines.

Document checklist (common items)

• Director and shareholder IDs (passport or NID)
• Proof of registered office address
• MOA and AOA
• Specimen signatures
• Board resolution or power of attorney for authorized representative
• Bank reference letter (sometimes requested)
• Attested foreign incorporation documents, if applicable

Practical examples and cases

Example 1: A Singapore-based garments trader established a Private Limited Company in Dhaka in 2024 to access export incentives. Using RJSC online services and a local consultant, incorporation completed within two weeks; subsequent VAT and export registrations took additional 3–4 weeks.

Example 2: A European IT services firm opened a branch office and used a one-stop service center to get sectoral clearance. The firm coordinated with Bangladesh Bank early to streamline capital remittance and employee work permits.

Key precautions and compliance tips

• Understand shareholding rules — some sectors limit foreign ownership or require government approval.
• Authenticate foreign documents early — delayed attestation is a frequent cause of incorporation delays.
• Maintain statutory books and minutes — omissions may create penalties or legal disputes.
• Monitor tax registrations — failing to register for VAT or obtain TIN triggers fines and operational blockage.
• Respect labor and immigration rules — work permits for expatriate staff take time; hire a local HR partner to manage payroll, EOB (employee benefits), and contracts.
• Plan for foreign exchange compliance — notify Bangladesh Bank for capital import and planned repatriation.
• Use local professional support — lawyers, accountants, and company secretaries familiar with RJSC and BIDA processes often reduce time-to-market.

Where to get help

For overseas HR, staffing, and compliance assistance, consider engaging experienced service providers. SailGlobal offers tailored out-of-sea human services, from expatriate onboarding to local HR compliance support, which can accelerate hiring and permit processing.

Final remarks

Registering a company in Bangladesh in 2025 remains straightforward when you plan carefully: choose the right entity, prepare authenticated documents, use RJSC e-services, and stay current with tax and sector regulations. Early engagement with local advisors and clear documentation for foreign investment are the most reliable ways to avoid delays.