Source-cited draft: company formation & entity choice for Bangladesh (tax year 2025) — rates, thresholds and rules with primary-source citations. Unverified; pending local-accountant review.
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Every figure is drawn from this Guide and cited to its source.
Common entity types
Private limited company, public limited company, branch/liaison office of a foreign company, partnership, sole proprietorshipCompanies Act 1994 (Bangladesh) — https://legalseba.com/bd-services/company-incorporation-in-bangladesh/
Registration authority
Registrar of Joint Stock Companies and Firms (RJSC)Companies Act 1994 (Bangladesh) — https://www.roc.gov.bd
Private limited company — shareholders
Minimum 2, maximum 50 shareholdersCompanies Act 1994 (Bangladesh) — https://legalseba.com/bd-services/company-incorporation-in-bangladesh/
Private limited company — directors
Minimum 2 directorsCompanies Act 1994 (Bangladesh) — https://legalseba.com/bd-services/company-incorporation-in-bangladesh/
Minimum paid-up capital — local company
No statutory minimum (effectively as low as BDT 1)Companies Act 1994 (Bangladesh) — https://legalseba.com/bd-services/company-incorporation-in-bangladesh/
Minimum capital — foreign-owned company (practical / for expatriate work permits)
USD 50,000 inward remittance (practical requirement tied to work-permit/expatriate sponsorship rather than a statutory share-capital floor)Companies Act 1994 (Bangladesh) — https://legalseba.com/bd-services/company-incorporation-in-bangladesh/
Incorporation step 1 — name clearance
Apply for name clearance via the RJSC portal; certificate valid 30 daysCompanies Act 1994 (Bangladesh) — https://www.roc.gov.bd
Incorporation step 2 — bank account / encashment (foreign capital)
Open a bank account and remit foreign shareholders' capital; bank issues an encashment certificate for RJSCCompanies Act 1994 (Bangladesh) — https://legalseba.com/bd-services/company-incorporation-in-bangladesh/
Incorporation step 3 — registration
File MoA, AoA and forms with RJSC, pay registration fees and stamp duty, obtain Certificate of IncorporationCompanies Act 1994 (Bangladesh) — https://legalseba.com/bd-services/company-incorporation-in-bangladesh/
Typical incorporation timeline
Approximately 1 to 3 weeks for a straightforward local company (approx — confirm; varies with foreign-capital remittance and bank steps)Companies Act 1994 (Bangladesh) — https://legalseba.com/bd-services/company-incorporation-in-bangladesh/
Core annual compliance
Annual General Meeting, file annual return and audited financial statements with RJSC, and file the annual income tax return with NBRCompanies Act 1994 (Bangladesh) — https://legalseba.com/bd-services/company-incorporation-in-bangladesh/
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