Pvt Ltd Company Registration in Bangladesh in Details

Private Limited organization enrollment technique in Bangladesh may not be that convoluted anything else since the Registrar/Company House (RJSC) has generally been digitized. Nonetheless, corresponding to the drafting, uniting and contact it is exceptionally fitting to decide on an expert prior to continuing to join an organization in Bangladesh.

With regards to substance consolidation in Bangladesh, perhaps the most favored alternatives to begin a business is to take a resort to start or register a Private Limited Company in Bangladesh. Despite the fact that there are numerous different choices to begin a business in Bangladesh, out of which the most widely recognized and helpful modes are either enlisting a branch office or fusing a private restricted organization in Bangladesh, in this way, the methodology of enrolling a private restricted organization in Bangladesh has been referenced down beneath.

Pvt Ltd Company Registration in Bangladesh

Prior to proceeding onward to the method of enrolling a private restricted organization in Bangladesh, it merits referencing that there is another choice, which is enlisting a contact office in the Bangladesh speculation improvement authority (BIDA), that is usually known as BIDA. Notwithstanding, to work as a contact office in Bangladesh there are additionally sceneries, for example, the contact office can’t execute in business, the contact office can just keep up contact between its parent organization and the conceivable seller or customers, however with regards to making business exchange, just the parent organization can execute under the limitation and oversight of the Bangladesh Bank and other pertinent specialists as an unfamiliar organization. In this way, apparently Liaison workplaces are not a feasible alternative, until or except if just keeping a level of contact with the sellers in Bangladesh is the goal of the parent organization enrolled outside of Bangladesh.

What is a Private Limited Company?

According to area 2(q) of Companies Act 1994, A Private Company is a Company which by its Articles of Association confines the privilege of move of, as far as possible the quantity of individuals to fifty and precludes greeting to the general population to buy in to the offers or debentures of the Company.

What are the attributes of a Private Limited Company characterized in Companies Act 1994?

The Companies Act 1994 has referenced the accompanying attributes of a Private Limited Company:

  • It confines the rights to move the offers [s. 2(q)];
  • The base number of individuals is 2 (two) [s. 5];
  • The greatest number of the individuals is 50 (fifty) barring the people utilized in the Company [s. 2(q)];
  • It should have at any rate two chiefs [s. 90 (2)];
  • It restricts any solicitation to the general population to buy in for the offers or debentures of the Company [s. 2(q)];
  • It doesn’t need to satisfy the prerequisite of legal gathering or legal report [s.83(12)].
  • Subject to acquiring different licenses referenced beneath in the post enlistment part of this Report, a Private Company can initiate business when it is enrolled with the RJSC.

How to Incorporate a Private Limited Company in Bangladesh?

Incorporate a Private Limited Company

To comprehend the bit by bit methodology concerning how to fuse a private restricted organization in Bangladesh, one should comprehend that The Companies Act 1994 doesn’t give the bit by bit strategy on the best way to set up a Company rather manages the legal prerequisites of Company fuse. It is managed by the RJSC, the suitable body; which gives the point by point rule on its authority site with respect to the strategy of setting up a Company from name leeway to fuse.   

Step By Step Procedure as to how to Incorporate a Private Limited Company in Bangladesh

Step By Step Procedure

The bit by bit methodology for the enlistment of a Private Limited Company by shares in Bangladesh are definite beneath:-


Application for name freedom to RJSC alongside the accompanying data:

a) Application Form;

b) Proposed Name.


a) Drafting of Memorandum of Articles a lot of Association and other required records,

b) Directors’ goal to open another Company in Bangladesh;

c) Obtaining and topping off the accompanying structures for enrollment of the Company to RJSC:

  • Structure I: Declaration on enlistment of Company;
  • Structure VI: Notice of circumstance of enlisted office;
  • Structure IX: Consent of chief to act;
  • Structure X: List of people consenting to be chiefs;
  • Structure XII: Particulars of the chiefs, director and overseeing specialists.

a. Chiefs will open an impermanent ledger for the sake of the proposed Company with any booked keep money with the condition that the record will be regularized once the Company is appropriately enrolled with Company House;

b. Capital commitment into the financial balance.

c. Encashment endorsement from the bank which communicates that the aggregate needed for capital commitment has been properly dispatched in the impermanent financial balance of the proposed association.


Application to RJSC alongside the records executed as recorded previously.

Post enrollment compliances for a Private Company restricted by shares

(a) Trade License

The Companies need to get an exchange permit from the significant City Corporation. The proposed Company is needed to record its application at the closest City Corporation alongside significant archives and proper charges.

(b) Tax Identification Number (“TIN”)

A Company needs to get E-TIN from the suggested site of the National Board of Revenue (NBR).

(c) VAT Registration Certificate

The recently fused Company needs to gather a VAT enlistment authentication. In such a manner, the application must be made to the National Board of Revenue (NBR).

(d) Fire Certificate

Fire testament is given by the Bangladesh Fire Service and Civil Defense Authority.

(e) Environment Clearance Certificate

A climate freedom testament from the Department of Environment must be gotten by an organization if it’s associated with a mechanical venture, by executing the endorsed structure.

Unique Case (Investment in kind, and so on)

The idea of ‘interest in kind’ isn’t nitty gritty under Companies Act 1994. In any case, by and by, huge ventures are made by putting resources into apparatuses and other hardware in a Company by an investor or a proposed investor in a Company joined in Bangladesh. In spite of the fact that CA 1994 doesn’t oversee the strategy, the accompanying advances are followed while doing such interest in kind:

  • The concerned organization must be properly enrolled with RJSC,
  • The concerned financial specialists need to top off the applicable Form(s),
  • The concerned speculators are needed to have a merchants’ understanding between them;
  • The topped off Form(s) and the merchants’ understanding must be documented with RJSC.
  • The RJSC will at that point record the venture and screen whether the legitimate system has been properly followed.

How much time is required for incorporation?

How much time is required for incorporation?

Once the previously mentioned conventions are agreed to, RJSC for the most part gives the testament of fuse (Company enlistment endorsement) inside 6-8 working days. It normally requires 2-3 weeks to enroll a Company from the date of presenting all the archives to RJSC.

When the name leeway is acquired, the freedom stays substantial for a half year. By and large 3 working days are needed to get a name freedom. In the wake of getting the Name Clearance declaration a financial balance should be opened where the underlying settled up capital should be moved from the investors’ record. On the off chance that there is any unfamiliar venture, at that point the sum for settled up capital should be transmitted through the recently opened ledger following appropriate systems.

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