A Practical Guide to Company Incorporation & RJSC Registration in Bangladesh

Introduction: Establishing a Legal Footprint in Bangladesh

For international enterprises, family offices, and foreign founders evaluating South Asia, Bangladesh offers one of the most liberal foreign investment regimes in the region, permitting up to 100% foreign equity ownership in the vast majority of commercial sectors. However, transitioning from strategic intent to an operational corporate entity requires navigating sequential statutory gateways administered by the Registrar of Joint Stock Companies and Firms (RJSC), the Bangladesh Investment Development Authority (BIDA), and the National Board of Revenue (NBR).

This memorandum outlines the practical, step-by-step roadmap for incorporating a private limited company under the Companies Act, highlighting evidentiary requirements, banking interfaces, and key compliance milestones.

Phase 1: Name Clearance & Constitutional Drafting

1. Name Clearance Application: The incorporation process commences with obtaining a name clearance certificate from the online RJSC portal. The proposed corporate name must be distinct from existing registered entities and cannot conflict with trademarks registered under the Patents, Designs and Trademarks Act.
2. Memorandum of Association (MoA): The MoA defines the company's external boundary and authorized capital. In Bangladesh, crafting the object clauses requires foresight; the objects must comprehensively encompass intended operational activities, cross-border technology licensing, distribution, and commercial agency.
3. Articles of Association (AoA): The AoA governs internal administration, director appointment rights, quorum rules, transfer of shares, and voting thresholds. Where foreign investors partner with local counterparts, customary protective covenants and veto powers must be explicitly integrated into the AoA to maintain enforceability under Bangladeshi corporate jurisprudence.

Phase 2: Foreign Capital Remittance & Inward Remittance Certificate (IRC)

For wholly owned foreign subsidiaries or ventures with non-resident shareholders, authorized dealer banking procedures must be executed prior to final RJSC registration:

• Temporary Encashment Account: A prospective bank account is established at a licensed commercial bank in Bangladesh.
• Inward Equity Remittance: Foreign equity holders remit their proportionate share capital in foreign currency (e.g., USD, EUR, GBP) through international wire transfer.
• Encashment Certificate / Form C: The local commercial bank converts the foreign currency into Bangladeshi Taka (BDT) and issues a formal Encashment Certificate (bank certificate). RJSC strictly requires this official certificate before certifying foreign shareholding.

Phase 3: RJSC Filing & Statutory Incorporation

Once constitutional documents and banking certificates are finalized, digital filings are submitted to RJSC along with prescribed statutory forms:

• Form I: Declaration of compliance with requirements of the Companies Act.
• Form VI: Notice of situation of registered office.
• Form IX: Consent of persons to act as directors.
• Form XII: Particulars of directors, manager, and managing agents.

Upon verification and settlement of statutory government fees, RJSC issues the Certificate of Incorporation, accompanied by the certified true copies of the MoA and AoA.

Phase 4: Post-Incorporation Clearances & Operational Readiness

Acquiring the Certificate of Incorporation establishes legal personality, but the entity cannot commence commercial trading until essential secondary registrations are secured:

1. Taxpayer Identification Number (e-TIN): Obtained electronically from the National Board of Revenue (NBR).
2. Trade License: Issued by the respective City Corporation or Union Parishad based on the company's registered office address.
3. Value Added Tax (VAT) / BIN Registration: 9-digit Business Identification Number obtained via the NBR VAT online system.
4. BIDA Registration: Registration with the Bangladesh Investment Development Authority to avail of foreign investor privileges, utility connections, and industrial incentives.
5. Commercial Bank Account Regularization: Converting the temporary encashment account into a fully operational corporate current account with online banking and foreign exchange capabilities.

Strategic Guidance for Overseas Principals

Entity formation in Dhaka should never be viewed as a mere administrative formality. Sequencing mistakes—such as remitting share capital without proper foreign exchange documentation or drafting restrictive object clauses—can delay operational launch by several months. Engaging qualified local advisory and legal counsel ensures complete documentary integrity from day one.