100% Foreign-Owned and Joint Venture Company Registration in Bangladesh: Step by Step

In this guide: Who can own and run the company · The money: temporary account, encashment certificate, 360 days · Documents, apostille and translation · Fees, stamp duty and the realistic timeline · After the certificate: the first sixty days · Where foreign-owned files stall

The short answer

Clear the name at app.roc.gov.bd (Tk 500 + VAT, valid 30 days). Ask an authorised-dealer bank to open a temporary non-resident taka account in the proposed company’s name, which it may do without Bangladesh Bank approval, and remit the share money into it from the shareholders’ own accounts abroad; the bank issues an encashment certificate carrying the Bangladesh Bank reporting ID. Have each foreign shareholder’s and director’s passport apostilled in their home country (or attested by the Bangladesh mission where the country is not in the Convention), and a corporate shareholder’s incorporation certificate, board resolution and authorisation apostilled the same way. File at the RJSC: Memorandum and Articles, Form I, Form VI, Form IX, Form XII, the subscriber pages, the encashment certificate and the proof of registered office; pay the fee on authorised capital and the stamp duty. The Registrar verifies the encashment certificate with the bank and emails the certificate of incorporation. Then take the TIN, trade licence and BIN, move the money to the company’s permanent account, make sure the bank reports the share issue to Bangladesh Bank within 14 days, and register with Invest Bangladesh if you need work permits or the project is industrial. Our general registration guide covers the Companies Act mechanics that are the same for everyone; this guide covers what is different when the owners are abroad.

Who can own and run the company

A private limited company needs at least two shareholders and two directors (s.5 and s.90 of the Companies Act 1994), and both may be foreign: individuals of any nationality, or foreign companies acting through an authorised signatory. The Act does not require a Bangladeshi shareholder, a resident director or a company secretary for a private company. Two practical points qualify that. Banks apply know-your-customer rules that make a company with no signatory in Bangladesh hard to operate, so most foreign-owned companies appoint one resident director or an authorised signatory with a power of attorney. And a few sector laws cap foreign equity or require a local licence holder (telecommunications, insurance, certain shipping and media activities), which is checked before the structure is fixed; see the sector section of our entry routes guide. A joint venture is the same company with a Bangladeshi shareholder; its real work is the shareholders’ agreement on board seats, reserved matters, funding, transfer restrictions and exit, which the Articles then mirror. A controlled sector needs the ministry’s no-objection certificate before Invest Bangladesh registration, and the JV partner usually obtains it.

The money: temporary account, encashment certificate, 360 days

Share capital subscribed by a non-resident must arrive through the banking channel before the shares are issued; a share issued against money that has not arrived is the first thing the Registrar and the bank reject. Any authorised-dealer bank, or the offshore unit of a local bank, may open a temporary non-resident taka account (and a temporary foreign-currency account) in the name of the proposed company without prior Bangladesh Bank approval; only inward remittances from abroad may be credited to it, and it may also pay pre-incorporation expenses. The remitting shareholder should send the money from an account in their own name, with the purpose stated as equity investment in the named company, because the bank must identify the investor on the certificate. The bank then issues the encashment certificate (Appendix 5/39 or 5/40 of the Bangladesh Bank guidelines) showing the foreign currency received, the taka equivalent and, since FEID Circular 01 of 27 January 2025, the FX Transaction Reporting ID from Bangladesh Bank’s online inward remittance monitoring system. The RJSC checks the certificate with the issuing bank before registering the company.

Two deadlines follow. Share money deposited by a non-resident must be converted into shares, with the return of allotment (Form XV) filed, within 360 days of receipt (FEID Circular 02 of 5 February 2020); if it is not, the deposit is not treated as a loan or refunded, but it is excluded from equity when any later foreign or taka loan is sized against the debt-equity ratio, and it may not be parked in interest-bearing instruments meanwhile. And where the investor prefers to hold the equity in foreign currency, FE Circular 10 of 21 June 2023 lets a company outside the zones keep it in a foreign-currency account for up to one year, to pay for capital goods abroad or to convert later; companies inside an EPZ, economic zone or hi-tech park need not encash foreign equity at all. If the venture is abandoned before incorporation, the balance of the temporary account, net of expenses, can be remitted back without Bangladesh Bank approval. The full rules are in our share money deposit guide.

Documents, apostille and translation

• Individuals abroad: passport (the photo and signature pages), one photograph, the overseas address, and for a director Form IX consent to act. The passport copy is apostilled in the country of issue or residence; Bangladesh has been a party to the Apostille Convention since 30 March 2025, so an apostille replaces embassy legalisation for documents from other member states, except the twelve that objected to Bangladesh’s accession (Germany, France, the Netherlands, Belgium, Denmark, Finland, Austria, Greece, Czechia, Estonia, Lithuania and Argentina), whose documents still need mission attestation. For a country outside the Convention, the Bangladesh mission there attests the copy.
• Corporate shareholders: certificate of incorporation, Memorandum and Articles or equivalent constitution, a board resolution to subscribe and to appoint the signatory and the nominee director, and the signatory’s passport, all apostilled; a certificate of good standing is useful where the home registry issues one.
• Bangladeshi participants: NID, TIN and photograph.
• The company: Memorandum and Articles signed by the subscribers (a foreign subscriber may sign abroad; the signature is then part of the apostilled set, or the subscriber signs before the mission), Form I declaration, Form VI registered-office notice, Form XII particulars of directors, the encashment certificate, and the rent agreement or ownership proof of the registered office.

Documents in a language other than English or Bangla are filed with a certified translation. Some RJSC and bank desks still ask for mission attestation from habit even where an apostille is in order; we carry the Convention notification and the Ministry of Foreign Affairs apostille verification page to the desk, and that usually settles it. Our apostille guide explains the process country by country.

Fees, stamp duty and the realistic timeline

The government cost is the same as for a local company and depends on authorised capital: the RJSC registration fee is nil up to Tk 10 lakh, Tk 80 per lakh from Tk 10 lakh to Tk 50 lakh and Tk 130 per lakh above that; the filing fee is Tk 200 per document; VAT is 15% on fees; stamp duty is Tk 10,000 on the Articles up to Tk 40 lakh of authorised capital, Tk 30,000 up to Tk 12 crore and Tk 50,000 above, plus Tk 2,000 on the Memorandum. Foreign investors often set authorised capital high to avoid a later increase; the estimator above shows what that costs at the outset. Professional fees, bank charges, apostille and courier costs are additional.

On time: name clearance comes in one to two working days; the temporary account and the inward remittance take one to three weeks and are the step that decides the whole timeline, because the bank’s compliance review of a new foreign customer is slow and the remittance must arrive with the right purpose code; the RJSC issues the certificate three to seven working days after a complete file, and foreign-owned files draw more queries (illegible apostilles, a missing board resolution, a mismatch between the remitter and the subscriber). A trading company with TIN, trade licence and BIN is realistic in three to six weeks; an industrial project with Invest Bangladesh registration and work permits in eight to twelve.

After the certificate: the first sixty days

1. TIN for the company at the NBR portal, then the trade licence from the city corporation or municipality and the BIN (VAT registration) if turnover will exceed the threshold or the business imports; our trade licence, TIN and BIN guide has the steps.
2. Permanent bank account: the temporary account is closed and its balance transferred; the company nominates one authorised-dealer bank for all its foreign-exchange dealings and notifies Bangladesh Bank’s Foreign Exchange Investment Department through it.
3. Report the share issue: the bank reports the issue of shares to the non-resident to FEID within 14 days, with the certificate of incorporation, Memorandum and Articles, Form XV, Form XII, the encashment certificate and, once available, the audited accounts; for cash issues up to Tk 10 lakh in total the bank files a declaration in Annexure A instead. This filing is what later lets the bank remit dividends and sale proceeds without an application to Bangladesh Bank, so it must be done.
4. Invest Bangladesh registration if the project is industrial, or if the company needs visa recommendations and work permits for foreign staff (fee Tk 5,000 to Tk 1 lakh on project cost, plus VAT); see our Invest Bangladesh guide.
5. Work permits for the expatriate directors and staff within 15 days of their arrival on an E or PI visa, which is where the US$50,000 inward remittance is checked; see our work permit guide.
6. Directors’ TINs: the NBR expects every director to hold a TIN; a foreign director obtains an e-TIN on the passport. Practice on when it is demanded varies between the RJSC, banks and the tax office, so we take it early.
7. Sector licences (IRC and ERC for import and export, BTRC, BSTI, DoE clearance and so on) as the business needs.

The compliance calendar after that — Schedule X annual return, AGM, audited accounts, income-tax return, VAT returns, the quarterly foreign-exchange reporting through the bank — is the same as for any company, and is set out in our annual return guide.

Where foreign-owned files stall

In our experience the delays are rarely at the Registrar. They come from the remittance (sent from a third party’s account, or with “business” rather than “equity investment” as the purpose, so the bank will not certify it as share money), from apostilles done on a notarised photocopy that the desk will not accept as a copy of the passport, from a corporate shareholder whose board resolution does not name the person signing the Memorandum, from a registered office rented in a director’s personal name rather than the proposed company’s, and from name clearance that expired while the bank was still reviewing the account. Each costs two to four weeks. The cure is sequencing: fix the office and the names first, open the account and remit while the apostilles are being obtained, and file the moment the certificate is in hand.