One Person Company (OPC) in Bangladesh: Who Qualifies, How to Register, What You Must File

In this guide: What the Act says: sections 392A to 392L · Registration, step by step · The nominee · Running an OPC: filings, meetings, loans and transfers · Conversion, winding up and the draft 2026 amendment

The short answer

You qualify if you are an individual (practically, a Bangladeshi with an NID — the form requires one, and the Act does not provide for a foreign owner), you can pay Tk 25 lakh into the company’s bank account on incorporation, and the business already turns over, or will on day one, at least Tk 1 crore a year. If so: get name clearance ending in “OPC”, adopt the model Memorandum and Articles in Schedules 9A and 9B, name a nominee who signs a consent, file at app.roc.gov.bd with your NID, eTIN, photograph and the bank proof of capital, pay the registration fee and stamp duty, and collect the certificate — the same two to four weeks as a private company. If you do not meet the thresholds, the practical route everyone uses is a private limited company with a second shareholder holding one share (a spouse, parent or sibling) — our registration guide — or you stay a sole proprietorship until the numbers justify a company. The draft 2026 amendment would lower the floor to Tk 5 lakh and drop the turnover test; until it is enacted the Registrar applies the 2020 figures.

What the Act says: sections 392A to 392L

Two readings of the Act circulate on the conversion trigger — whether both the capital and the turnover ceilings must be crossed or either one — and on the meeting and filing periods. The Bangla text governs; where our reading differs from a website’s, we say so above and will confirm against the gazette on instruction.

Registration, step by step

1. Name clearance at app.roc.gov.bd for a name ending “OPC” (Tk 500 + VAT; see our name clearance guide).
2. Capital in the bank: open a temporary account in the proposed name and deposit at least Tk 25 lakh; the bank’s letter or statement is uploaded as proof. This is the step that stops most applicants.
3. Documents: Memorandum and Articles per Schedules 9A/9B (objects, capital, the member’s and the nominee’s names), the nominee’s signed consent, Form IX consent to act as director, the member’s and nominee’s NID, eTIN and photographs, and the registered-office address.
4. Fees: the private-company registration fee on authorised capital (nil to Tk 10 lakh, Tk 80 per lakh to 50 lakh, Tk 130 per lakh above), Tk 200 per document filing fee, 15% VAT, and stamp duty on the Articles (Tk 10,000 up to Tk 40 lakh authorised; Tk 30,000 to Tk 12 crore) and Memorandum (Tk 2,000). Use the estimator in our registration guide — the figures are the same.
5. Certificate with “OPC” in the name, digital Memorandum and Articles, then eTIN, trade licence, BIN and the permanent bank account.

Timeline: two to four weeks from name clearance, assuming the capital is ready. The RJSC accepted its first OPC applications in 2021 and the desk is familiar with the form, but expect a query on the nominee consent and the bank proof.

The nominee

The nominee is the person who becomes the member if the owner dies or loses capacity, so the company does not die with its founder — the one real advantage an OPC has over a proprietorship beyond limited liability. The nominee must be a natural person, must consent in writing, may be only one person’s nominee, and may withdraw by notice; the member may replace the nominee by notice to the Registrar under s.392D. The nominee has no rights while the member is alive. Choose a nominee who could actually run or sell the business, and tell your family where the papers are; an OPC whose member dies with a nominee who has moved abroad is a company nobody can act for until a court intervenes.

Running an OPC: filings, meetings, loans and transfers

No AGM is required and the single director passes resolutions by recording them in the minute book, but the Act still expects board meetings at the s.392F frequency, an annual audit (s.392J) and the financial statements filed with the Registrar within the s.392I period, alongside the usual annual return and the company’s income-tax return by the 15th day of the seventh month after year end. Loans to or from the member need a written approval and a record (s.392K); banks will ask for it. Share transfer is only to another natural person and the transferor must appear before the Registrar in person or sign before a Bangladesh mission (s.392H), which makes a sale of an OPC slower than a sale of a private company. Changes of member, nominee or capital are notified under s.392G within the time the Registrar’s forms prescribe. Everything else — Form XII, registered office, name change — follows the private-company rules in our other guides.

Conversion, winding up and the draft 2026 amendment

Growing out: when paid-up capital exceeds Tk 5 crore or turnover exceeds Tk 50 crore, the OPC must convert to a private company (or public, above 50 members) by adding members, altering the Memorandum and Articles and notifying the Registrar; the Act gives a period to do so after the year end in which the limit is crossed. Converting in: the Act does not provide for a private company to become an OPC by removing a member; in practice that is done by forming a new OPC and transferring the business. Winding up: the member may wind up voluntarily under s.392L, or use strike-off under s.346 if the company is dormant — see our strike-off guide. The draft Companies (Third Amendment) Act 2026, before the government since August 2026, proposes paid-up capital of Tk 5 lakh to Tk 50 crore, removal of the turnover test, and conversion only when both capital and turnover exceed Tk 100 crore. If enacted as drafted, the OPC becomes usable for ordinary small businesses; we will update this guide and the figures above the week the Act is gazetted.