Establishing a business in Bangladesh can be a lucrative endeavor given the country’s growing economy, strategic location, and thriving sectors such as textiles, ICT, and agriculture. For foreigners looking to operate in this dynamic market, it’s essential to understand the registration process to ensure compliance with local laws. Here is a comprehensive guide on how to register a company in Bangladesh:
Understanding the Business Environment
Bangladesh, located in South Asia, is the eighth-most populous country in the world, with a rapidly growing economy. It offers numerous business opportunities, especially in sectors like garment manufacturing, textiles, pharmaceuticals, ceramics, and leather. The government of Bangladesh has made strides in improving the business climate, ranking it higher on the ease of doing business index by implementing business-friendly reforms.
Legal Structures for Foreign-Owned Businesses
Foreign investors in Bangladesh have several options for the legal structure of their business:
1. **Private Limited Company**: The most common form of business entity used by foreigners.
2. **Public Limited Company**: Suitable for larger businesses planning an initial public offering (IPO).
3. **Branch Office**: Ideal for companies that want to operate as an extension of the parent company.
4. **Liaison Office**: For businesses that only conduct activities like market research and promotion without engaging in commercial operations.
For most foreign entrepreneurs, setting up a Private Limited Company is the preferable option due to its simple structure, limited liability protection, and fewer compliance requirements.
Step-by-Step Registration Process
1. **Name Clearance**: The first step is to obtain name clearance for your proposed company from the Registrar of Joint Stock Companies and Firms (RJSC). This ensures that the desired name is not already in use or too similar to existing ones.
2. **Drafting Key Documents**: The key documents required include:
– **Memorandum of Association (MoA)**: Outlines the company’s objectives.
– **Articles of Association (AoA)**: Defines the internal rules and regulations.
3. **Open a Bank Account**: A temporary bank account must be opened in the name of the proposed company. The minimum paid-up capital (usually around BDT 100,000) must be deposited to this account.
4. **Submission to RJSC**: File the following documents to the RJSC:
– Application Form (Form I)
– MoA and AoA
– Directors’ details
– Proof of deposit in the temporary bank account
5. **Payment of Fees**: Pay the requisite registration and filing fees. These fees can vary based on the authorized capital of the company.
6. **Certificate of Incorporation**: Upon verification, the RJSC will issue a Certificate of Incorporation, officially confirming the company’s registration.
Post-Registration Steps
Once the company is registered, there are additional steps to comply with local regulations:
1. **Trade License**: Obtain a trade license from the relevant City Corporation or Municipal Authority.
2. **Tax Identification Number (TIN)**: Register for a TIN with the National Board of Revenue (NBR).
3. **VAT Registration**: If applicable, register for VAT with the NBR.
4. **Bangladesh Investment Development Authority (BIDA) Approval**: Obtain necessary permissions and facilitate investment from BIDA for foreign investment.
5. **Employee-related Registrations**: Obtain Employer Identification Numbers and register employees with the relevant social welfare and pension schemes.
Conclusion
Registering a company in Bangladesh as a foreigner involves navigating a series of legal and administrative steps. While the process can appear complex, the support of local legal and business advisors can simplify the journey, ensuring that your business complies with all local requirements. The country’s promising economic prospects make it an attractive destination for investment, provided that you are well-prepared and informed about the necessary procedures.
Sure, here are the suggested related links:
For information on how foreigners can register a company in Bangladesh, you can visit:
These sites are authoritative and provide information that could be useful for registering a company in Bangladesh.