Incorporating a company in Bangladesh is an excellent choice for foreign investors looking to tap into one of South Asia’s fastest-growing economies. Bangladesh’s strategic location, competitive labor costs, and supportive policies make it a prime destination for global businesses.
This guide will walk you through the step-by-step process of company incorporation in Bangladesh, from requirements to the documents needed and the benefits of doing business in the country.
Why Incorporate a Company in Bangladesh?
Bangladesh offers several incentives for foreign investors, including tax benefits, 100% foreign ownership, and access to the country’s booming consumer market. The government encourages foreign investment in sectors such as manufacturing, information technology, infrastructure, textiles, and more.
Types of Business Entities Available for Foreign Investors
Foreign investors in Bangladesh have several options when it comes to choosing a business structure:
– Private Limited Company (PLC): Most common form, ideal for foreign investors.
– Public Limited Company: Suitable for larger businesses planning to raise funds from the public.
– One Person Company: comprising a sole shareholder.
-Branch Office: An extension of a foreign company to conduct business in Bangladesh.
-Liaison/Representative Office: Acts as a communication channel between the parent company and Bangladesh.
Step-by-Step Process to Incorporate a Company in Bangladesh
Here’s a detailed guide on how foreign investors can incorporate a Private Limited Company in Bangladesh:
1. Choose a Company Name
The first step is to choose a unique name for your company and check its availability with the Registrar of Joint Stock Companies and Firms (RJSC) and obtain a name clearance upon payment of prescribed fees.
The name should not be identical or similar to an existing company in Bangladesh.
2. Draft the Memorandum and Articles of Association (MOA & AOA)
The Memorandum of Association (MOA) outlines the company’s objectives, business activities, and operational scope.
The Articles of Association (AOA) specifies the rules and regulations governing the company’s internal management.
The MOA & AOA must be signed by all shareholders or directors of the company.
3. Obtain Director Identification and Shareholders’ Details
Provide the names, addresses, nationalities, and other relevant details of all directors and shareholders.
At least two directors are required for a Private Limited Company.
The directors can be either foreign nationals or Bangladeshi citizens.
4. Registered Office Address
The company must have a registered office address in Bangladesh, which can be either a physical or virtual office.
This address is where all official communications will be sent.
5. Inward Remittance of Investment
Foreign investors must remit the investment amount from a foreign bank account in favour of the company in Bangladesh.
The minimum capital requirement must be fulfilled and deposited to proceed with the incorporation.
7. Obtain Remittance/Encashment Certificate
The bank will issue a remittance/encashment certificate confirming the inward remittance of the investment funds.
This certificate serves as proof that the required capital has been transferred from the foreign investor’s account to the company’s bank account in Bangladesh.
This document is crucial for regulatory compliance and needs to be submitted to relevant authorities as part of the incorporation process.
5. File for Incorporation with RJSC
Submit the MOA & AOA, and other required documents to the Registrar of Joint Stock Companies and Firms (RJSC).
Pay the applicable registration fees.
Required Documents for Company Incorporation
Here is a list of documents foreign investors will need to incorporate a company in Bangladesh:
– Duly filled company registration forms (available at RJSC).
– Memorandum and Articles of Association of the company.
– Copies of valid passports of foreign directors/shareholders.
– National ID cards for Bangladeshi directors/shareholders, if applicable.
– Board Resolution authorizing a director to sign the company documents on behalf of the foreign shareholders.
– Proof of registered office address in Bangladesh.
– Bank statement/Encashment Certificate showing the initial deposit of share capital.
– Timeline for Company Incorporation in Bangladesh.
Time Required
The process of company incorporation can take anywhere from 3 days to 2 weeks, depending on the complexity of the application and the submission of the correct documents.
Benefits of Incorporating a Company in Bangladesh
Incorporating a company in Bangladesh has many advantages for foreign investors:
– 100% foreign ownership is allowed in most sectors.
– Tax incentives and exemptions for certain industries.
– No restrictions on profit repatriation to the investor’s home country.
– Access to a large workforce at competitive wages.
– Opportunity to enter an emerging market with growing consumer demand.
Congratulations
Incorporating a company in Bangladesh is a strategic decision that opens-up a world of opportunities for foreign investors. With favorable policies, a growing economy, and a business-friendly environment, the process of setting up a business in Bangladesh is relatively straightforward.
For professional guidance and legal assistance, AinPal is here to ensure a smooth incorporation process and help you navigate the regulatory landscape.
