Discover the key steps, legal requirements, and best practices for starting and managing a successful business in Bangladesh. From registration to compliance, get everything you need to know.

Establishing a business in Bangladesh involves two key steps: incorporation with the Registrar of Joint Stock Companies and Firms (RJSC) and registration with BIDA (if required). Below is an overview of the processes:

If you are considering setting up other business structures, explore these guides below for more details:

• Sole Proprietorship
• partnership firm
• one person company
• joint venture
• All Foreign business options.
• Non profit company 

The Registrar of Joint Stock Companies and Firms (RJSC) oversees the incorporation and registration of companies in accordance with the Companies Act of 1994, protecting investors’ interests and granting directors the authority to manage the company.

1. Start a Business by Incorporating with RJSC

The process of incorporation begins with applying to the RJSC for name clearance. This ensures the proposed name is not already in use by another entity. Once clearance is obtained, the next steps involve preparing and submitting the necessary documentation.

Steps for Incorporation

Preparation of Documents:

• Draft the Memorandum and Articles of Association and complete the required forms, including:
• Form-I: Declaration of Registration
• Form-VI: Notice of the Registered Office Address
• Form-IX: Director’s Consent to Act
• Form-X: List of Proposed Directors
• Form-XII: Director Particulars
• Procurement of Stamps:
• Acquire the required adhesive stamps by depositing the necessary fees at Bangladesh Bank. The treasury officials will affix and validate the stamps.

Submission of Application:

• Submit the incorporation application to RJSC with the following:
• Attested copies of documents supporting the registered office location.
• Encashment certificates.
• Passports and national ID copies for foreign sponsors/directors.
• If a foreign company holding shares in the company, submit notarized and attested copies of:
• Certificate of Incorporation.
• Memorandum and Articles of Association.
• Board Resolution authorizing investment and director appointments (approving the investment in the proposed new company and nomination of persons to act as the directors of the company),.
• Authorization for a representative to act on the company’s behalf.

These papers and documents shall have to be notarized in the concerned country and then shall have to be attested by the Embassy/High Commission of Bangladesh of that country and then the attestation of the Embassy/High Commission of Bangladesh shall have to be authenticated by the Foreign Ministry at Bangladesh

Processing Time

Incorporation with RJSC typically takes 4 to 6 weeks, subject to name availability and complete documentation.

2. Registration Process with BIDA

Steps: Submit a project profile, incorporation certificate, and necessary documentation for foreign investments. Required Documents:

• A Project Profile or Feasibility Report for projects costing over BDT 50 million.
• Encashment Certificates.
• Incorporation Certificate and Memorandum & Articles of Association.
• Joint Venture Agreement (for joint ventures).
• List of promoters/investors, including names, addresses, positions, and nationalities in official letterhead/pad.
• Attested copies of Deeds/Documents in support of project land (factory lanc), i.e. purchase deed in case of own land, or Deed of Agreement in case of lease/rental premises (factory);
• Machinery details, including quantities and costs.
• Share Capital Summary
• Return of Allotment.
• Board Resolution confirming 100% foreign investment and authorizing the registration.
• Pay order/bank draft for applicable fees payable to the BOI [in favour of “EXECUTIVE CHAIRMAN AND MEMBER SECRETARY, BOARD OF INVESTMENT”].

Application Submission:

File the application with the BIDA, accompanied by a forwarding letter and all required documents.

Processing Time

Registration with BOI usually takes 2 to 6 weeks, assuming all documentation is in order. The process may take additional time based on the frequency of BOI board meetings, which typically occur once or twice a month.

Important Considerations

• Legal business formation. i.e. company registration is often seen as the formal commitment to an investment project, grounded in its feasibility.
• BOI prefers projects that include the import of machinery as evidence of tangible investment. Projects without such imports may face delays or rejection.

3. Obtaining a Trade License in Bangladesh

A Trade License is mandatory for operating any business in Bangladesh, issued by local government authorities such as City Corporations, Municipalities, or Union Parishads.

• Required Documents:
• Memorandum and Articles of Association
• Certificate of Incorporation
• Managing Director’s Photograph (3 copies)
• Office/Project Land Ownership or Lease Documents
• No-Objection Certificates (NOCs) from adjacent neighbors
• Business Nature Description
• Processing Time: 1 to 4 weeks.

The Trade License is issued by local government authorities such as City Corporations, Municipalities, or Union Parishads. 

4. Tax Identification Number (TIN) in Bangladesh

Every business must obtain a Tax Identification Number (TIN) from the Income Tax Authority for tax compliance.

Required Documents:

• Memorandum and Articles of Association
• Certificate of Incorporation
• Managing Director’s Photograph (2 copies) and passport/ID copy
• Photocopy of Trade License
• Processing Time: 2 to 4 weeks.

5. Membership with Trade Associations

To join a trade association like DCCI (Dhaka Chamber of Commerce and Industry), you must submit an application form along with required documents such as your Trade License, TIN Certificate, Certificate of Incorporation, and other relevant paperwork, depending on the association’s requirements.

• Processing Time: 4 to 6 weeks.

6. how to Get Import and Export Registration Certificates (IRC & ERC)

IRC and ERC are mandatory for businesses involved in import or export. They are issued by the Chief Controller of Imports and Exports.

Required Documents:

• Trade License
• Nationality Certificate
• Certificate of Incorporation
• Memorandum & Articles of Association
• TIN Certificate
• Bank Solvency Certificate
• Processing Time: 2 to 4 weeks.

7. VAT Registration in Bangladesh

If applicable, businesses must obtain VAT registration to comply with Bangladesh’s Value Added Tax laws.

Required Documents:

• Memorandum and Articles of Association
• Certificate of Incorporation
• Managing Director’s Photograph (3 copies)
• Office/Project Land Ownership or Rental Documents
• Trade License
• Bank Solvency Certificate
• IRC/ERC (if applicable)
• VAT-7 Form Declaration
• Factory Layout Plan
• Processing Time: 4 to 6 weeks.

8. Factory Registration in Bangladesh

Manufacturing companies with 10 or more employees must register with the Chief Inspector of Factories and Establishments to ensure workplace safety and compliance.

• Processing Time: 4 to 6 weeks.

9. Fire License in Bangladesh

The Fire License ensures that a business complies with safety regulations, issued by the Bangladesh Fire Service and Civil Defense.

Required Documents:

• Factory/Project Layout with fire extinguisher placements
• Land Ownership/Rental Agreements
• Trade License
• Firefighting Equipment List/Report
• TIN Certificate
• Processing Time: 4 to 6 weeks.

10. Environmental Clearance Certificate in Bangladesh

Industrial projects are required to obtain an Environmental Clearance Certificate from the Department of Environment, ensuring compliance with environmental laws.

• Processing Time: 4 to 6 weeks.

11. Bond License in Bangladesh

A Bond License is required for businesses that need bonded warehouse facilities, issued by the Customs Bond Commissionerate.

Required Documents:

• Application on Company Letterhead
• Memorandum & Articles of Association, Certificate of Incorporation
• Updated Licenses (Trade, Fire, TIN, VAT, IRC/ERC)
• Factory Layout Plan
• Bank Solvency Declaration
• Environmental Clearance Certificate
• Insurance Documents
• Processing Time: 4 to 6 weeks.

Note

• The processing time and approval depend on the accuracy and completeness of the submitted documents. Ensure that all required materials are meticulously prepared to avoid delays.
• Each process and timeline depends on the accuracy and completeness of submitted documents. It is advisable to prepare all required materials meticulously to ensure smooth and timely approvals.

🔹legalbd.com: Your Partner in Business Setup in Bangladesh

LegalBD provides comprehensive services for setting up and managing your business in Bangladesh. From business registration and licensing to compliance and regulatory advice, we are here to help you navigate the legal landscape.
📞 Need hassle-free registration and legal support? LegalBD is here to help. Contact us today for expert guidance!
✅ LegalBD takes care of your registrations and legal compliance, so you can focus on growing your business. Let’s get started—reach out to us now!