Establishing a foreign-owned company in Bangladesh follows a well-trodden path, but the sequence matters and several steps have prerequisites that catch investors out.
Step 1 — Name clearance
Apply to the Registrar of Joint Stock Companies and Firms (RJSC) for name clearance. The clearance is valid for a limited period, so subsequent steps should be ready to move.
Step 2 — Remit the paid-up capital
For a company with foreign shareholding, the subscription money must be remitted through a scheduled bank in Bangladesh and an encashment certificate obtained. This certificate is a prerequisite for incorporation and later for repatriation.
Step 3 — Draft the constitutional documents
Prepare the memorandum and articles of association. The objects clause deserves genuine attention — it defines what the company may lawfully do, and amending it later is a formal process.
Step 4 — Incorporation
File the incorporation documents with the RJSC. On approval you receive the certificate of incorporation, certified memorandum and articles, and Form XII.
Step 5 — Post-incorporation registrations
- Electronic TIN (ETIN)
- VAT registration (BIN)
- Trade licence from the local city corporation
- BIDA registration for foreign investment
- Work permits for expatriate employees
- Sector-specific licences as applicable
Step 6 — Ongoing compliance
Annual returns, audited accounts, tax filings and BIDA reporting all fall due on a recurring cycle. Building a compliance calendar at the outset avoids penalties that accumulate quietly.
Repatriating profits
Dividend repatriation requires board and shareholder approval, tax clearance and submission of the prescribed forms to your authorised dealer bank. The encashment certificate obtained at step 2 becomes relevant here — which is why that step should never be shortcut.