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How to Register a Startup as a Private Limited Company

Incorporating a Private Limited Company in Bangladesh

Transforming a startup into a Private Limited Company is a strategic move that provides a distinct legal identity, limits personal liability, and enhances the ability to raise capital or engage in international trade.

In Bangladesh, the process is primarily managed through the Registrar of Joint Stock Companies and Firms (RJSC). Below is a detailed, step-by-step breakdown of the incorporation journey.

The Foundation (Pre-Registration)

Before filing documents, the fundamental structure of the company must be established.

1. Name Clearance

The first step is to secure a unique name. You must apply via the RJSC website.

Strategy: Provide 2–3 alternative names to avoid rejection due to similarities with existing entities.

Validity: Once approved, the name is reserved for 30 days. You must complete the registration within this window or apply for an extension.

2. Documentation (MoA & AoA)

These are the "constitutions" of your company.

Memorandum of Association (MoA): This document defines the company’s relationship with the outside world. It must clearly state the "Objects Clause"—the specific business activities the company is permitted to perform.

Articles of Association (AoA): This governs internal management, including how directors are appointed, how shares are transferred, and how board meetings are conducted.

3. Formalizing Stakeholders

Shareholders: Minimum of 2 and maximum of 50. These can be individuals or corporate entities (domestic or foreign).

Directors: Minimum of 2 directors are required. Directors must hold "qualification shares" as defined in the AoA.

The Registration Process

Once the names and documents are ready, the formal filing begins.

1. Bank Account & Capital Deposit

For companies with foreign investment, a temporary bank account is mandatory to bring in the paid-up capital.

For local companies, while a temporary account is often used, the crucial requirement is obtaining an Encashment Certificate from a scheduled bank in Bangladesh, proving that the initial capital has been deposited.

2. Digital Submission

All documents are uploaded to the RJSC portal, including:

• Form I: Declaration of registration.
• Form VI: Notice of registered office.
• Form IX: Consent of directors to act.
• Form X: List of persons consenting to be directors.
• Form XII: Particulars of directors and managers.

3. Payment of Government Fees

The cost of registration is tiered based on the Authorized Capital (the maximum amount of share capital the company is authorized to issue). This includes:

Registration fees.

Stamp duties (fixed by the Stamp Act).

Phase 3: Post-Incorporation (Operational Readiness)

Receiving the Certificate of Incorporation means the company exists legally, but it cannot yet trade. The following must be secured:

• Tax Identification Number (E-TIN): Obtained from the National Board of Revenue (NBR) in the company's name.
• Trade License: Obtained from the relevant City Corporation (e.g., DNCC, DSCC) or Union Parishad. This is the primary permit for physical business operations.
• VAT Registration (BIN): Mandatory for businesses with a turnover exceeding certain limits or those involved in specific sectors like imports/exports.
• Bank Account Conversion: The temporary account is converted into a formal corporate current account.

Summary Checklist for Founders