Entity Formation in Bangladesh

Ready for a permanent Bangladeshi presence? We help you incorporate the right way with the RJSC, and stay alongside you for the accounting, payroll, and compliance that follow. Independent advice, including whether a Private Limited Company is the best solution for your business and when is the right time to incorporate.

  • Independent advice
  • Vetted partners
  • Honest timing

What incorporating in Bangladesh means

A Private Limited Company, registered with the Registrar of Joint Stock Companies and Firms (RJSC) under the Companies Act 1994, is the standard vehicle for a permanent foreign-owned business presence, needing a minimum of two shareholders and two directors, with 100% foreign ownership permitted in most sectors. When you form one, you become the legal employer and operator in Bangladesh, with full control and no per-employee EOR fees, in exchange for the setup time and the ongoing obligations.

01

Your own company

Your own RJSC-registered Private Limited Company makes you the legal employer and operator in Bangladesh, with full control of employment terms and a local brand presence.

02

Lower cost at scale

No per-employee EOR fees. For permanent, proven headcount, owning the entity is more cost-effective than ongoing EOR arrangements.

03

Setup takes time

Incorporation typically takes 10 to 25 working days depending on whether foreign directors are involved, and you cannot legally employ anyone until the RJSC Certificate of Incorporation and the post-incorporation TIN and BIN registrations complete. Timing the move matters, which is why many companies bridge with an EOR first.

How incorporating in Bangladesh works, step by step

From structuring the company to operating it compliantly.

01 — Structure & prepare

We confirm incorporation is right for you, then reserve the company name through the RJSC’s online name clearance system (approved same day in practice, valid 30 days), and arrange your registered Bangladeshi office address.

02 — Capital & documentation

There is no statutory minimum paid-up capital for a Private Limited Company under current enforcement, despite an outdated Tk 100,000 figure still widely quoted; most incorporators still set a practical baseline for banking credibility. The Memorandum and Articles of Association, Form IX, Form X, Form XII, and subscriber pages are prepared and filed.

03 — Register the company

The company is entered on the RJSC register, where legal personality begins and a digital Certificate of Incorporation is issued (3-7 working days after filing), then registered for a Tax Identification Number (TIN) and, where turnover requires it, a Business Identification Number (BIN) for VAT with the National Board of Revenue, so you can operate and employ compliantly.

04 — Operate & stay compliant

Business bank account and an encashment certificate for any inbound foreign capital, then ongoing accounting, payroll, filings, and annual reporting, all of which we can run for you.

What incorporating in Bangladesh costs

Two kinds of cost: the one-off formation, and the ongoing operating obligations. Bangladesh’s formation cost is low; the real commitment is the ongoing compliance. We give you a clear figure before you commit.

Share capital & formation

No statutory minimum paid-up capital for a Private Limited Company, though a practical baseline is common for banking purposes. RJSC registration fee and stamp duty both scale with authorised and paid-up capital.

Corporate tax

27.5% standard rate for a non-listed company (FY2025-26 and FY2026-27), 20-25% for a listed company depending on IPO float, or a preferential 12% (10% for green-certified factories) for Ready-Made Garment export manufacturers, though the NBR has signalled that RMG rate may not survive much past FY2026-27.

VAT

Standard VAT is a flat 15% under the VAT and Supplementary Duty Act 2012, with reduced rates of 5%, 7.5%, or 10% for specific categories, and a separate Supplementary Duty of 5% to 65.5% on selected goods and services.

Ongoing obligations

Annual audited accounts, an AGM within 18 months of incorporation then at intervals of no more than 15 months, annual return filing to the RJSC, corporate tax and VAT filings, monthly payroll (income tax and Provident Fund), and the Workers’ Participation Fund once your capital or assets cross the statutory threshold, all of which we can manage for you.

Why form your Bangladeshi company through Bradford Jacobs

Why companies incorporate in Bangladesh through us rather than a one-off formation agent.

We advise you on the best time to incorporate

We are independent: we assess what you actually need, place you with the right vetted partner, secure pricing you will not get going direct, and stay on your side to escalate or renegotiate. You get advice, not a product pitch.

  • Independent advice
  • Vetted partners only
  • On your side at renewal

End-to-end, not just the paperwork

We do not disappear after registration. We stay on for the accounting, payroll, and compliance, so your company runs, not just exists.

  • Beyond registration
  • Ongoing compliance
  • One team throughout

The right specialists, in place

RJSC filing agents, tax, and accounting partners we have vetted and worked with, coordinated for you, so the process moves and nothing gets missed.

  • Vetted specialists
  • Coordinated for you
  • Nothing gets missed

Two decades of formations

Two decades forming and running entities across global markets, with the local knowledge to keep you compliant and out of the common traps.

  • Incorporations
  • Legal & tax partners
  • Traps avoided

We run it after you form it

Incorporation is the start, not the finish. We stay on for accounting, payroll, tax filings, and annual accounts, so your company operates from day one without you building a local finance function.

  • Full back office
  • Accounting & payroll
  • Annual accounts

The Tk 1 crore line nobody explains

A growing business hits a good quarter and someone says, let us just set up a proper Bangladeshi company. It sounds responsible. It usually is not, yet. Here is what people expect against what happens in practice.

Employment & payroll obligations

Expectation: any capital amount forms the company the same way, and once profitable, the ongoing costs are just tax. Reality: a Private Limited Company forms with no statutory minimum paid-up capital, but the moment your paid-up capital reaches Tk 1 crore (10 million) or your fixed assets reach Tk 2 crore (20 million), the Workers’ Participation Fund becomes mandatory at 5% of net profit, split across three separate funds, discovered only after the first profitable year closes instead of planned for from day one.

Tax, filing & reporting obligations

Expectation: we can always reverse it. Reality: winding up a company needs a shareholder resolution and a formal process, and once it exists, the obligations do not stop: annual audited accounts at every AGM regardless of company size, an annual return to the RJSC, corporate tax and VAT returns, and Provident Fund and gratuity obligations toward every worker you employ. None of this is a reason not to incorporate. It is a reason to do it at the right time, with the right partners already in place.

What we handle for your company

Beyond incorporation, we can run the full back office for your company.

Compliant payroll

Compliant Bangladeshi payroll and employment administration, issued and maintained for you.

Payroll & filings

Monthly payroll run, with income tax and Provident Fund contributions calculated, withheld, and filed each month.

Statutory benefits

All statutory benefits administered: earned leave, sick pay, maternity leave, notice and gratuity.

Compliance & support

Ongoing HR compliance and a single point of contact, for the life of the engagement.

Your questions answered

Straight answers on incorporating and running a company in Bangladesh.

How long does it take to incorporate in Bangladesh?

Typically 10 to 15 working days for a wholly local incorporation once name clearance, documents, and the registered address are in place, or 20 to 25 working days where foreign directors or shareholders are involved. You cannot legally employ anyone until the RJSC Certificate of Incorporation and the TIN/BIN registrations complete, which is why timing matters and why many companies bridge with an EOR first.

No statutory minimum under current enforcement, despite an outdated Tk 100,000 figure some sources still quote as if it were a legal floor. In practice most incorporators still set a working baseline for banking credibility. The real cost is the ongoing accounting and compliance, which we can run for you.

Yes. 100% foreign shareholding is permitted in most sectors, with no residency requirement for directors or shareholders. You need a minimum of two shareholders and two directors (who may be the same people) and a registered Bangladeshi office address, which we arrange.

Incorporate when you have permanent, proven headcount and want full control, and the per-head savings justify the ongoing costs. Use EOR while you are still validating the market or need people working quickly. Most companies start with EOR and incorporate later. We advise on the crossover.

Annual audited accounts presented at an AGM (every company, regardless of size), an annual return to the RJSC, corporate tax and VAT filings, monthly payroll with income tax and Provident Fund contributions, and the Workers’ Participation Fund once capital or assets cross the statutory threshold. We can run all of it so the entity stays compliant without you building a local finance function.

Yes, and it is how most companies use us. Beyond incorporation we provide ongoing accounting, payroll, and compliance, so your Bangladeshi company operates smoothly from day one without hiring locally for back office.

Ready to form your company in Bangladesh?

Tell us your plans for Bangladesh and we will tell you honestly whether now is the time to incorporate, then handle it end to end if it is, usually scoped within a day. No formation-mill upsell, just the right call.

Tax, company, and labour data verified July 2026 (National Board of Revenue, the Registrar of Joint Stock Companies and Firms, Bangladesh Labour Act 2006 as amended 2025-2026, PwC). Figures change; we confirm the current position when we scope your formation.