How to Register a Private Limited Company in Bangladesh: RJSC Steps, Fees, Stamp Duty, Documents and Time
A private limited company is registered online with the Registrar of Joint Stock Companies and Firms (RJSC) under the Companies Act 1994. Done cleanly it takes about a week after name clearance; done badly it takes a month of queries. This guide sets out the steps in order, the government fees to the taka, the documents the Registrar actually asks for, and the five registrations that follow incorporation.
- Two members and two directors are the minimum for a private company (ss.5 and 90); there is no minimum paid-up capital in the Act, and shareholders' liability is limited to unpaid share value.
- Government cost for a Tk 10 lakh authorised capital company is about Tk 14,000: nil registration fee at that capital, Tk 1,200 filing fees, Tk 500 name clearance, 15% VAT on those, plus Tk 10,000 stamp duty on the Articles and Tk 2,000 on the Memorandum. The estimator below runs other figures.
- Everything is filed at app.roc.gov.bd: name clearance, then the Memorandum, Articles, Form IX consents and subscriber page, paid online; the digital certificate, certified MoA/AoA and Form XII arrive by email.
- After the certificate: e-TIN, trade licence, bank account, BIN where required, and the first annual general meeting within 18 months.
In this guide: Step by step: from name to certificate · Government fees and stamp duty, to the taka · Documents and people you need · After incorporation: the five registrations · What changes if the 2026 amendment passes
The short answer
You register at RJSC in four moves: clear the name (Tk 500 per name plus VAT, online); draft the constitution — a Memorandum of Association stating the objects and authorised capital, and Articles of Association stating how the company is run; upload and pay — MoA, AoA, the subscriber page signed by every shareholder, Form IX consent from every director, with each person’s NID or passport, e-TIN and photograph; and answer the Registrar’s query, if any, after which the Certificate of Incorporation, certified MoA/AoA and Form XII (particulars of directors) are issued electronically. A private company needs at least two shareholders and two directors, may have at most fifty members, restricts share transfers and does not invite the public to subscribe (s.2(1)(ট) and s.5). The Act sets no minimum paid-up capital; most of our clients start at Tk 1 lakh to Tk 10 lakh of authorised capital because the registration fee is nil up to Tk 10 lakh and the stamp duty on the Articles stays at the lowest slab up to Tk 40 lakh.
Indicative. Fees per the RJSC fee schedule as revised 1 July 2023 and stamp duty per the Stamp Act schedule substituted by the Finance Act 2022; certified-copy charges and professional fees are not included.
Step by step: from name to certificate
| Step | What happens | Usual time |
|---|---|---|
| 1. Name clearance | Apply at app.roc.gov.bd with up to several proposed names; pay Tk 500 per name plus VAT; the Registrar checks identity and similarity under s.11. Our name clearance guide covers the rules and the “Group” restriction. | 1–2 working days; the clearance is valid for a limited period (30 days per current practice), so draft documents first |
| 2. Constitution | Memorandum (name, registered office in Bangladesh, objects, limited liability, authorised capital and share division, subscribers) and Articles (directors, meetings, transfers, accounts). We draft to the company’s real business, not a 90-object template, because the objects clause can only be changed later with court confirmation (s.12). | 2–3 days |
| 3. Online submission and payment | Upload MoA, AoA, subscriber page, Form IX for each director, Form I declaration of compliance (s.25), registered-office address; pay the registration fee, filing fees and stamp duty through the portal’s bank/card channel. | Same day |
| 4. Registrar’s review | Approval or a query (typically on object wording, a mismatch between subscriber page and MoA, or missing TIN). Answer promptly; a reply is reviewed in a day or two. | 3–7 working days to the certificate after a clean submission; the Citizen’s Charter service standard is 30 days |
| 5. Documents issued | Digital Certificate of Incorporation, certified MoA and AoA, Form XII. Order certified copies (inspection Tk 100, copy of certificate Tk 100, copying Tk 5 per 100 words) for the bank. | With the approval email |
Foreign-owned companies follow the same route with one addition: the foreign subscribers’ capital must be remitted through a Bangladeshi bank and the encashment certificate filed with RJSC; the Registrar’s practice expects a minimum inward remittance of US$50,000 for a company that will employ foreigners. Those cases take 20–30 working days. Our foreign-investment guides cover the Bangladesh Bank side.
Government fees and stamp duty, to the taka
Three separate charges are payable at incorporation.
| Charge | Amount | Source |
|---|---|---|
| Registration fee on authorised capital | Up to Tk 10,00,000: nil. Each Tk 1,00,000 or part above Tk 10 lakh up to Tk 50 lakh: Tk 80. Each Tk 1,00,000 or part above Tk 50 lakh: Tk 130. So Tk 50 lakh = Tk 3,200; Tk 1 crore = Tk 9,700; Tk 10 crore = Tk 1,26,700. | RJSC fee schedule (Schedule II, revised 1 July 2023) |
| Filing fee per document | Tk 200 × six documents for a private company = Tk 1,200 | RJSC fee schedule |
| Name clearance | Tk 500 per name; extension Tk 200 | RJSC fee schedule |
| VAT | 15% on RJSC fees (not on stamp duty) | RJSC Citizen’s Charter |
| Stamp duty on the Articles | Authorised capital up to Tk 40 lakh: Tk 10,000; above Tk 40 lakh up to Tk 12 crore: Tk 30,000; above Tk 12 crore: Tk 50,000 | Stamp Act 1899, Schedule I, Article 10 (Finance Act 2022) |
| Stamp duty on the Memorandum | Tk 2,000 when filed with Articles | Schedule I, Article 38 |
Two honest notes. Older figures still circulate — the portal’s own fee page shows pre-2022 stamp slabs, and several law-firm sites quote Tk 3,000 or Tk 8,000 for the Articles — but the 2022 schedule governs. The Tk 5,000 “application fee” reported after the June 2023 revision is the partnership-firm registration fee, not a company charge. Professional fees are additional and we quote them fixed.
Documents and people you need
- Shareholders (subscribers): at least two; NID or passport, e-TIN, photograph, address; a subscriber may be a company, in which case its board resolution and incorporation documents.
- Directors: at least two (s.90), each with a Form IX consent and an e-TIN — RJSC will not file without a TIN, foreign nationals included; a managing director’s term may not exceed five years (s.110).
- Registered office: a physical address in Bangladesh (no post-box); notice of any change within 28 days on Form VI (s.77).
- Authorised and paid-up capital: stated in the Memorandum; paid-up capital is subscribed on the subscriber page and paid in after the bank account opens.
- Foreign shareholders: passport, encashment certificate for the share money, and a resident attorney or local director for day-to-day signing.
The Registrar also expects the company name to end in “Limited” for a private company and “PLC” for a public one since the 2020 amendment, and refuses names that need a regulator’s consent (bank, insurance, “Bangladesh”) without it.
After incorporation: the five registrations
| Registration | Where | When |
|---|---|---|
| Company e-TIN | NBR, online, free | Immediately — the bank asks for it |
| Trade licence | City corporation / pourashava / union parishad of the registered office | Before trading; renewed each year to 30 June. Our trade licence guide. |
| Bank account | Any scheduled bank: certificate, MoA/AoA, Form XII, board resolution, TIN, trade licence | Then pay in the subscribed capital |
| VAT registration (BIN) | NBR, online | Compulsory when turnover crosses Tk 50 lakh, or earlier for the s.4(2) list (importers, tenderers, SD goods); since 1 July 2026 a BIN is needed to renew the trade licence and open merchant accounts. Our BIN guide. |
| Sector licences | IRC/ERC, Invest Bangladesh (formerly BIDA), factory licence, fire, environment as the business requires | Before the relevant activity |
Then the compliance calendar begins: first AGM within 18 months of incorporation and yearly thereafter with no more than 15 months between meetings (s.81), annual return on Schedule X within 21 days of the AGM (s.36), accounts filed, and Form XII within 14 days of any change of directors. Our annual compliance guide has the dates and late fees.
What changes if the 2026 amendment passes
A draft Companies (Third Amendment) Act 2026 was put to stakeholders in August and September 2026. It is not law. If enacted as drafted it would let the Registrar approve name and objects changes without a court order, introduce registration with model Memorandum and Articles, require a beneficial-ownership declaration, raise the s.11 name-related fine from Tk 500 to Tk 5,000 a day, and strike off companies inactive for two years. None of that alters how you register today; it would mostly make later changes cheaper. We will update this page when the Bill is passed.
Structure call
Shareholding, capital, directors and objects settled in one meeting, with the fee estimate.
Drafting
Memorandum and Articles written for your business; subscriber page and Form IX prepared for signature.
Filing
Name clearance, upload, payment and the Registrar's queries handled until the certificate issues.
Launch pack
TIN, trade licence, bank resolution and the compliance calendar for year one.
Common questions
How much does it cost to register a company in Bangladesh?
For a Tk 10 lakh authorised capital private company the government cost is about Tk 14,000: nil registration fee, Tk 1,200 filing fees, Tk 500 name clearance, 15% VAT on those, Tk 10,000 stamp duty on the Articles and Tk 2,000 on the Memorandum. Higher capital adds Tk 80–130 per lakh in fees and moves the Articles stamp to Tk 30,000 above Tk 40 lakh. Professional fees are extra.
How long does RJSC company registration take?
Name clearance in 1–2 working days; the certificate 3–7 working days after a clean submission. Foreign-owned companies take 20–30 working days because of the encashment certificate. The official service standard is 30 days.
What is the minimum capital for a private limited company?
The Companies Act 1994 sets none. The registration fee is nil up to Tk 10 lakh of authorised capital, which is why most small companies start there.
How many directors and shareholders are needed?
At least two shareholders (s.5) and two directors (s.90); a private company may have up to fifty members. A one-shareholder business uses the One Person Company form instead.
Can a foreigner register a company in Bangladesh?
Yes, including 100% foreign ownership in most sectors. The share money is remitted through a Bangladeshi bank and the encashment certificate filed with RJSC; the Registrar's practice expects at least US$50,000 inward remittance where foreigners will be employed.
What documents does RJSC require?
Memorandum and Articles, the subscriber page signed by all shareholders, Form IX consent from each director, Form I declaration, NID or passport, e-TIN and photograph of each shareholder and director, and the registered office address.
Is RJSC registration fully online?
Yes. Name clearance, document upload, payment and issue of the digital certificate all run through app.roc.gov.bd; certified copies can be ordered online.
What must a new company do after registration?
Obtain the company e-TIN, take a trade licence, open the bank account and pay in the capital, register for VAT (BIN) when required, and hold the first AGM within 18 months, filing the annual return within 21 days of it.
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Ready to incorporate?
Send us the proposed name, the shareholders and the business; we come back with the fee estimate and the draft Memorandum within two working days. A written assessment costs nothing.
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