Steps to Register a Private Limited Company at RJSC in Bangladesh
An end-to-end walkthrough of incorporating a Private Limited Company with the Registrar of Joint Stock Companies and Firms (RJSC) and completing post-incorporation tax and trade licenses.
Informational Guidance Only: This briefing is prepared for general educational reference and does not constitute formal tax, audit, or legal advice. Always verify current rates, exemptions, and deadlines with official NBR/RJSC notifications.
Executive Summary & Key Takeaways
- Incorporation begins with RJSC Name Clearance and carefully drafted Memorandum & Articles of Association (MoA & AoA).
- Foreign shareholders must remit paid-up capital through an Authorized Dealer (AD) bank and obtain an Encashment Certificate.
- Incorporation is only step one—immediately obtain your e-TIN, Trade License, bank account, and 13-digit e-BIN.
1. Pre-Incorporation Planning: Shareholding, Directors & Capital
Under the Companies Act 1994, a Private Limited Company in Bangladesh requires a minimum of 2 and a maximum of 50 shareholders, and at least 2 directors (for a single individual founder, a One Person Company—OPC—is available under amended provisions). Before applying, founders should agree on Authorized Capital, Paid-up Capital, shareholding ratios, and the company’s primary business objectives.
2. Step-by-Step RJSC Incorporation Workflow
The incorporation process with the Registrar of Joint Stock Companies and Firms (RJSC) follows a structured sequence:
- Step 1 — Name Clearance: Search the RJSC database and apply for name reservation. Once approved, the name clearance remains valid for a defined window (extendable prior to expiry).
- Step 2 — Drafting MoA & AoA: Prepare the Memorandum of Association (defining business object clauses and authorized capital) and Articles of Association (defining internal governance, quorum, and director powers).
- Step 3 — Bank Account & Foreign Equity Encashment (For Foreign Shareholders): Open a provisional bank account in the proposed company name, remit the foreign shareholder’s paid-up capital in foreign currency, and obtain the bank Encashment Certificate.
- Step 4 — RJSC Filing & Fee Deposit: Upload subscriber forms (Form I, Form VI, Form IX, Form X, Form XII), signed MoA/AoA, NIDs, and e-TINs of Bangladeshi directors, and pay statutory stamp duty and registration fees.
- Step 5 — Issuance of Digital Certificates: Upon verification, RJSC issues the Certificate of Incorporation, certified MoA/AoA, and Form XII (Particulars of Directors).
3. Mandatory Post-Incorporation Compliance Checklist
Once incorporated, a new company must establish its operational and tax identity before commencing commercial invoicing:
- Obtain a 12-digit Corporate e-TIN from the National Board of Revenue (NBR).
- Procure a commercial Trade License from the respective City Corporation or Municipality using the registered office lease agreement.
- Convert the provisional bank account into an active corporate current account via a Board Resolution.
- Register for a 13-digit e-BIN (VAT Registration) and appoint the company’s first Statutory Auditor.
Let’s talk about what comes next.
Schedule a confidential initial consultation with Mohammad Sirajus Salekin, FCA (Fellow Chartered Accountant (FCA), Member of ICAB) to discuss your organisation’s statutory requirements or personal tax filing.