Starting a Private Limited Company in Bangladesh is one of the most common and sensible choices for entrepreneurs who want limited liability, credibility with banks and investors, and a clear corporate structure. This guide explains the full process in plain language: legal requirements, step-by-step formation, documents checklist, typical timelines and costs, important compliance after registration, and practical tips for both local and foreign founders.
Key official and practical points below are drawn from RJSC guidance and up-to-date practitioner sources.
A Private Limited Company (often shown as Pvt. Ltd.) is a separate legal entity formed under the Companies Act and registered with the Registrar of Joint Stock Companies and Firms (RJSC). It provides:
Limited liability for shareholders.
A formal corporate governance framework.
Better access to bank accounts, loans and institutional investors.
Most small and medium enterprises, startups and foreign investors choose this form when they want durability and legal protection for owners.
Minimum directors: A private limited company must have at least two directors.
Shareholders: Typically 2 to 50 shareholders for a private company. Shareholders may be individuals or corporate entities. Foreign nationals and foreign companies can be shareholders.
Registered office: A local, physical registered office address in Bangladesh is mandatory; P.O. boxes do not qualify.
Company secretary: Appoint a company secretary if required under RJSC rules and applicable corporate governance.
Name clearance: You must obtain name clearance from RJSC before filing incorporation documents. The name clearance is typically valid for 30 days, with extensions possible. Plan your filing within that window.
“Law is not just about rules, it’s about empowering justice, progress, and every human possibility.”
Choose and check your company name
Propose 2–4 name options and request name clearance via the RJSC portal. Pay the prescribed fee and wait for approval. Remember the 30-day validity and apply for an extension if needed.
Decide shareholding, directors and capital
Prepare details of all directors and shareholders, share distribution, authorized capital and paid-up capital. There is no fixed minimum paid-up capital for a private limited company, but banks and investors may expect a commercially reasonable amount.
Draft constitutional documents
Prepare the Memorandum of Association (MoA) and Articles of Association (AoA). These documents define your company objectives, share classes, director powers, and internal governance.
Open a temporary or non-operating bank account (if required)
For certain filings, especially when there are foreign shareholders, you may need to open a non-operating bank account to receive initial share remittances and get an encashment certificate from the bank. This is commonly required when paid-up capital comes from abroad.
Prepare statutory forms and supporting documents
Typical RJSC forms include Form I (declaration), Form VI (registered office), Form IX (consent of directors), Form XII (particulars of directors), and others. Collect passport or NID copies, proof of addresses, board resolutions, and signatures as needed.
Submit incorporation package to RJSC
Use the RJSC online portal (roc.gov.bd) or the relevant RJSC office to file documents and pay government fees. The RJSC will review the file and, if everything is in order, issue a Certificate of Incorporation.
Get post-incorporation documents
RJSC issues the Certificate of Incorporation, Form XII (list of directors), and certified copies of MoA and AoA. Keep these documents safe and use them to open a full corporate bank account and apply for other registrations.
Name clearance: 1–3 business days to get approval; certificate valid 30 days.
Document preparation: 1–3 business days depending on readiness.
RJSC processing and incorporation: Commonly 7–14 working days if paperwork is correct, though timing may vary with RJSC workload. Plan extra time if foreign capital, work permits, or other approvals are involved.
Government fees depend on your authorized capital and the RJSC schedule. There are also mandatory filings fees and service costs. For example, RJSC lists fees for filings and documents; practitioners provide cost estimates including government fees, stamp duties, legal drafting and agent fees. Use the RJSC fee calculator for an exact estimate for your authorized capital.
Typical cost items to budget for:
Name clearance fee.
RJSC registration fees based on authorized capital.
Stamp duty for MoA and AoA.
Notarisation, translation and apostille (if foreign documents are used).
Professional service fees for legal and secretarial assistance.
Bank charges for opening accounts and encashment certificates.
Prepare certified and scanned copies of:
Name clearance certificate.
Memorandum of Association and Articles of Association, signed.
Form I, Form VI, Form IX, Form XII and other RJSC forms.
National ID or passport copies for all directors and shareholders.
Proof of residential address for directors and shareholders.
Board resolution approving incorporation and authorising company secretary and signatories.
If there are foreign shareholders: bank encashment certificate, inward remittance evidence and any required Bangladesh Bank permissions.
If foreign investors contribute capital from overseas, banks will usually require documentary evidence of remittance and will issue an encashment certificate confirming the inward remittance to the proposed company account. RJSC often expects proof of paid-up capital or an explanation of capital structure at filing. Plan bank coordination and possible Bangladesh Bank notifications for foreign currency transactions.
After incorporation you will typically need to:
Missing or incorrect documents. Verify all IDs, signatures and formats before submission.
Delaying bank coordination. If you have foreign capital, coordinate with the bank early for encashment certificates.
Underestimating compliance workload. Companies must do bookkeeping, tax filings and RJSC annual returns. Budget for ongoing secretarial and accounting help.
Choosing the wrong share structure. Plan share classes and shareholder agreements early to avoid future disputes.
At least two directors are required. Shareholders typically range from 2 to 50.
There is no prescribed minimum paid-up capital under the Companies Act for most private companies, but you will need a commercially reasonable amount to meet bank and investor expectations. If foreign capital is involved, banks will require evidence of remittance.
With correct documents, incorporation commonly completes within 7 to 14 working days. Complex cases may take longer.
Yes. Foreign nationals may be directors, but ensure at least the minimum statutory residency requirements are met and the company appoints local agents if necessary.
We offer end-to-end services to register and run your Private Limited Company in Bangladesh:
Name clearance and document drafting.
RJSC filing, liaison and follow up.
Bank coordination, encashment certificates and foreign capital support.
Trade license, TIN and VAT registration.
Post-incorporation secretarial services and annual compliance.
Ready to register your Private Limited Company in Bangladesh without stress? Book a consultation with our team today. We will review your objectives, prepare all documentation, manage RJSC filings and bank coordination, and ensure compliance so your company launches smoothly. We can give you the best solution tailored to your needs.
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