A Private Limited Company is the most widely recognized corporate structure in Bangladesh, providing shareholders with limited liability protection and an institutional vehicle for domestic and foreign investment under the Companies Act 1994 (Act XVIII of 1994).
Corporate Veil: The liabilities of company shareholders are strictly limited to the unpaid portion of their subscribed shares, shielding personal assets from commercial debt.
Structural Elements Under the Companies Act 1994
- Share Capital: Divided into Authorized Capital (registered ceiling) and Paid-Up Capital (actual capital injected by shareholders).
- Director Eligibility: Any natural person of sound mind aged 18+ can serve as director, provided they possess a valid e-TIN.
- Foreign Direct Investment (FDI): Foreigners can hold 100% equity in almost all commercial and industrial sectors, excluding four restricted areas (arms/ammunition, forest plantation, nuclear energy, security printing).
Post-Incorporation Compliance Mandates
Receiving your Certificate of Incorporation is only the beginning. Every company must complete:
- Commercial bank account opening in the company's registered name.
- Capital injection and encashment certificate issuance.
- Trade License issuance under commercial category.
- 12-Digit corporate e-TIN and 13-digit BIN registration.
- Maintenance of statutory registers at the registered office.
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Regulatory Notice: This compliance guide is for general educational information only under Bangladeshi statutory frameworks (including the Income Tax Act 2023, Value Added Tax and Supplementary Duty Act 2012, and Companies Act 1994) and does not constitute formal legal or tax counsel. Government gazette rules, statutory regulatory orders (SROs), and procedural circulars are subject to periodic administrative updates. Please consult an EasyTax advocate or tax practitioner for customized advisory on your specific situation.
