Register Company in Bangladesh - Block3 Finance
To register a company in Bangladesh is hassle-free if you are familiar with the steps. Hence, it is beneficial for you to have company registration consultants in Bangladesh to make this process convenient and less time-consuming. With Block3 Finance at the wheel, you will be able to channel your time and energy into other more important aspects of your firm.
With our lean-and-mean mentality, you can rely on our team of experts to provide you a seamless experience throughout the process to register a company in Bangladesh. Our ultimate goal is for your company to be operationally ready within the stipulated time frame. Thereafter, Block3 Finance will ensure that your company stays compliant with local regulations.
Our service package includes
Company registration with Registrar of Joint Stock Companies and Firms
Local company secretary and registered address
Opening local or international corporate bank account
Tax registration
Annual accounting and tax services
Many foreign investors choose to complete the registration of limited liability or joint-stock companies in Bangladesh due to its strategic geolocation and a workforce that is strong and inexpensive. Coupled with the fact that the country possesses competitive production costs, Bangladesh has been on the top of the list when it comes to setting up a firm.
According to the Bangladesh Companies Act 1994, any foreign investor can register a new company in Bangladesh with the Registrar of Companies. In fact, proprietorship company registration in Bangladesh has never been simpler than in recent years as the Government seeks to introduce various processes to simplify incorporation procedures. As such, it is now easier and less time-consuming to start operations in Bangladesh.
How long to Register a Bangladesh Company?
Block3 Finance will complete the process to register a company in Bangladesh within 2 weeks. After receiving the required due diligence documents of the directors and shareholders, we will assist you in the process of company name registration in Bangladesh by checking the availability of your preferred name through Bangladesh company search and preparing the required incorporation documents to complete the name clearance application.
Throughout the whole setup process, you are not required to travel to Bangladesh for both foreign company registration in Bangladesh and corporate bank account opening as you can complete the online business registration in Bangladesh.
After your Bangladesh entity is successfully incorporated, we will courier the corporate documents to your preferred address. The documents will include the Certificate of Incorporation, the Articles and Memorandum of Association, and the RJSC certified copy.
Block3 Finance’s legal team will also assist you in filing for a Business license in Bangladesh if required.
Post-registration, Block3 Finance banking team will proceed to open a Bangladesh corporate bank account for your enterprise. Depending on the nature of your organization and its long-term goals, we are also able to open overseas offshore corporate bank accounts. The bank must then issue an encashment certificate which is required by a foreign entity to incorporate the company in Bangladesh. This process will take approximately 4 weeks after the company registration is completed.
Within 6 weeks from our engagement, you can expect your firm to be fully set up and a corporate bank account to be opened. Thereafter, Block3 Finance’s team of Chartered Accountants can assist you with attaining your VAT registration number and other necessary tax numbers.
If you are keen to know more about the process, Block3 Finance has prepared a step-by-step explanation of all steps required for company incorporation in Bangladesh.
Different Types of Business in Bangladesh
There are many forms of business ownership in Bangladesh. It is essential to choose one that is most suitable for your firm’s needs and long-term goals. Once engaged, Block3 Finance will fully understand your requirements and recommend the optimum entity for you. In most cases, foreign investors will choose to set up a Bangladesh Limited Liability Company (LLC). Another popular option includes the registration of joint-stock company in Bangladesh.
Bangladesh LLC (Limited Liability Company): A Bangladesh LLC, which is also known as a limited liability company, is seen as a separate entity from its owners and shareholders. In short, the business itself owns a separate legal personality. As such, directors will not be personally liable for any debts or obligations incurred by the business. The directors and shareholders will only be liable up to a specified amount of liability insurance declared. These companies provide different classes of members that come with specific rights, powers, and duties. Generally, there is a limitation to the number of members between 2 to 50. At least 2 directors are necessary, who must be at least 18 years of age and have no history of bankruptcy or criminality. There are no nationality or residency restrictions for directors. Additionally, there is no mandatory requirement of capital. By opting for a Bangladesh LLC structure, you can protect your personal assets while avoiding the cost and complexity that corporations may bring. Once engaged, Block3 Finance will assist you with the whole process of private limited company registration in Bangladesh.
Bangladesh PLC (Public Limited Company): A public listed company can be listed or unlisted on the Bangladeshi Securities Market, the Dhaka Stock Exchange. Primarily, they can function to issue shares and debentures to the public. Minimally, under the Bangladeshi laws, there is a requirement of at least three directors. Unlike an LLC, the public limited company registration process can only be completed once they have obtained the Certificate of Commencement of Business.
Branch Office: For investors who are intending to extend a foreign company into Bangladesh, you may wish to consider setting up a Bangladesh branch office. A branch office is an alternative to registering a Bangladesh LLC. After attaining the approval of the Bangladesh Investment Development Authority, a branch office can engage in commercial activities. You will be allowed to trade and transact locally while conducting business activities within the country as well. Generally, a branch office will have to submit account statements of remittances quarterly and appoint a statutory auditor to audit its accounts.
Representative Office: Otherwise known as a liaison office, this business entity is restricted under the law when it comes to the type of activities they can conduct. Primarily, they are allowed to liaise or coordinate between the principal and local agents, collect and disseminate business information. However, they will not be allowed to conduct regular business activities such as importing and exporting goods, renting an office space, buying property and more. With that restriction imposed, they will not have any local source of income. All costs should be borne by its foreign parent company. Under this business entity, you should also note that your foreign parent company is to be liable for all the debts and liabilities. Registration for a representative office is of the same as how you would set up your branch office – through the Bangladesh Investment Development Authority.
Subsidiary Company: This is a type of Limited Liability Company that is independent of the parent company. The parent company only has liability for its proportion of the shares. At least 2 directors and 2 shareholders of any nationality are needed to set up this type of entity, who can either be natural persons or corporate entities. The maximum number of shareholders allowed is 50. In addition, full foreign ownership is allowed, and the minimum paid-up capital is as low as $1.
How to Register Company in Bangladesh?
1. Choosing an Optimum Business Structure: Prior to company formation, it is essential to choose the correct type of company. Block3 Finance will advise you on the most optimum business entity to suit your needs. Generally, the most common type of company in Bangladesh is the limited liability company (LLC), which is also known as a company limited by shares.
2. Reservation of Company Name: Block3 Finance will search and register for a name clearance for your company’s name through the Registrar of Joint Stock Companies and Firms (RJSC). Our team will reserve your company’s name for up to 1 month.
3. Preparation and Submission of Relevant Documents :Block3 Finance will assist you in the preparation of the necessary corporate documents such as the Form X11, copies of shareholders’ passports, and the Memorandum and Articles of Association (MOA/AOA). Once the relevant documents have been received, Block3 Finance will assist you in registering your company with the RJSC. Upon successful registration of the company, you will obtain a Certificate of Incorporation and the approved MOA and AOA. If you wish to register a branch office or a representative office, Block3 Finance will assist you in registering with the Bangladesh Investment Development Authority (BIDA) instead.
4.Trade License Application: All businesses must obtain a trade license if they wish to operate in Bangladesh. Block3 Finance will assist your company in applying for a trade license from the City Corporation in the province that your company does business in. Depending on the type of business activity your company conducts, you can choose to apply for a general trade license, commercial license, or manufacturing license.
5. Tax Registration: Block3 Finance will proceed to complete your company’s tax registration application, by applying for a tax identification number (TIN number) and Business Identification Number (BIN) from the National Board of Revenue (NBR). The TIN number will allow the company to pay corporate income tax while the BIN number will allow the business to pay value-added taxes (VAT). A business is required to pay VAT if the annual turnover is more than 30 Lakhs taka. Once your company has been registered for tax, Block3 Finance will continue to aid your company in meeting its annual accounting and tax obligations.
6.Corporate Bank Account Opening: Block3 Finance will assist in consolidating the documents and opening a corporate bank account with a reputable bank of your choice. Typically, directors and shareholders are not required to travel to Bangladesh to open the corporate bank account. However, if travel is required, we will have a representative accompany you to the bank meeting. Alternatively, our team will negotiate with the banks to conduct a conference call instead or to request for a waiver. Once the bank account has been successfully opened, Block3 Finance will courier the internet banking token and access codes to your preferred address.
Accounting and Tax Obligations
Accounting Obligations maintain detailed books of accounts for all financial transactions. Ensure proper records of all types of receipts and payments.
Tax Obligations
Corporate Income Tax: Corporate income tax for companies in Bangladesh is charged at the standard rate of 27.5% over taxable income.
VAT: Companies are required to file VAT returns on a monthly basis. The standard VAT rate is 15%.
Withholding Taxes: The company must withhold 10% tax from any payments for interest, royalties, and fees for technical or professional services.
Looking for Alternatives to Registering a Bangladesh Entity?
If you are a foreign investor owner who is unable to register a Bangladesh entity within the jurisdiction yet still wishes to do business there, you can consider other options. You can also set up a representative office or branch office in Bangladesh. A branch can conduct commercial activities in Bangladesh, provided it secures approval from BIDA and complies closely with the local Exchange Control Guidelines.
Find Out More! Contact us to find out more about how to register a company in Bangladesh. Our team of experts will revert within the next 24 hours.
