How to Register a Company in Bangladesh: Complete RJSC Incorporation Guide

Registering a Private Limited Company with the Registrar of Joint Stock Companies and Firms (RJSC) in Bangladesh requires securing official name clearance, drafting the Memorandum and Articles of Association (MoA & AoA), paying statutory government fees, and completing digital verification. The process typically concludes in 7–14 business days.

Legal Entity Distinction: Unlike sole proprietorships or partnerships, an RJSC-incorporated entity is an independent juristic person with perpetual succession, limited liability for shareholders, and institutional banking capacity.

Statutory Requirements for Incorporation

• Minimum Shareholders: At least 2 shareholders (maximum 50) for a Private Limited Company.

• Minimum Directors: At least 2 individual directors.

• Authorized & Paid-up Capital: No statutory minimum paid-up capital requirement for local entrepreneurs; however, BDT 100,000 authorized capital is standard practice.

• Foreign Investors: 100% foreign ownership is permissible in most sectors, subject to an inward foreign remittance Encashment Certificate from a recognized Bangladeshi bank.

Phase 1: Name Clearance Application

Apply through the RJSC online portal for name clearance. Approval is valid for 30 calendar days. Ensure the proposed title is distinctive, non-deceptive, and does not infringe existing trademarks or state insignia.

Phase 2: Drafting the MoA and AoA

• Memorandum of Association (MoA): Defines the core business objectives, authorized share capital structure, and scope of commercial operations.

• Articles of Association (AoA): Sets out internal management rules, director voting powers, share transfer regulations, and board quorum requirements.

Phase 3: Digital Submission and Official Certification

• Submit shareholder digital signatures, NID/Passport copies, and registered office proofs.

• Pay RJSC registration fees, filing charges, and non-judicial stamp duty via authorized banks.

• Upon registrar verification, receive the official Certificate of Incorporation, certified MoA, AoA, and Form XII (Directors List).