Starting a Business in Bangladesh

This table summarizes the procedures and costs associated with setting up a business in Bangladesh.

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Legal Form: Private Limited Liability Company
City: Dhaka

	Procedure	Time to complete:	Cost to complete:
1	Verify the uniqueness of the proposed company name with the Registrar of Joint Stock Companies and Firms	1 day	BDT 100
2	Buy adhesive stamp from Treasury for memorandum and articles of association	3 to 4 weeks	BDT 2000
3	File documents with the Registrar of Joint Stock Companies and Firms for registration	2-3 days	BDT 2115 registration fees + 1200 registration filing fees
4	Make a company seal	1 day	BDT 30-50
5	Register with the tax authority	9 days	no charge
*6	Register for VAT	7 days, simultaneously with procedure 6	no charge
7	Obtain a trade license	6 days	BDT 5,000

* Takes place simultaneously with another procedure.

Procedure 1.: Verify the uniqueness of the proposed company name with the Registrar of Joint Stock Companies and Firms
Time to complete:: 1 day
Cost to complete:: BDT 100
Name of Agency:
Comment:: To file the company name, an application in plain paper is required, along with the resolution approved by the promoters or sponsors of the proposed company on proposed corporate names, authorized share capital to be paid in, and the names of proposed chairs/directors/shareholders who have agreed to subscribe to shares of the proposed company. The application is submitted, by any person authorized by the promoters or sponsors of the proposed company, to the Registrar of the Joint Stock Companies, who verifies and confirm the availability of the proposed name for new registration. The Registrar publishes reserved and rejected company names on a daily basis. Application forms can be downloaded from the Registrar’s Web site (http://roc.gov.bd), which also provides fee schedules and model forms for the memorandum and articles of association. The search for the company name was computerized in 2003.

Procedure 2.: Buy adhesive stamp from Treasury for memorandum and articles of association
Time to complete:: 3 to 4 weeks
Cost to complete:: BDT 2000
Name of Agency:
Comment:: Special adhesive stamps of value BDT 500 must be affixed to the memorandum of association regardless of the company’s authorized capital. For the articles of association, the value of the stamps is BDT 1,500, 4,000, and 10,000 for authorized capital of BDT 1 million, BDT 30 million, and above BDT 30 million respectively.

Special adhesive stamps are available from the Treasury for the production of receipt of payment to the Bangladesh Bank. Since 2006, the time required to obtain adhesive stamps from the Treasury has increased owing to stronger enforcement of the stamp verification procedure. According to internal process, once the applicant requests the stamps, the Treasury checks with the Accountant General, who sends notice to Registrar of Joint Stock Companies and Firms (RJSC).

Procedure 3.: File documents with the Registrar of Joint Stock Companies and Firms for registration
Time to complete:: 2-3 days
Cost to complete:: BDT 2115 registration fees + 1200 registration filing fees
Name of Agency:
Comment:: For filing the memorandum and articles of association, the company pays fees based on the company’s authorized capital. For a compnany with a capital of BDT 318320, the cost is BDT 3315 (BDT 2115 registration fees + 1200 registration filing fees).

Fees are paid at the Registrar along with the following documents: (a) name clearance certificate; (b) three copies of the memorandum of association; (c) three copies of the articles of association (d) forms I, VI, IX, X, and XII; (e) encashment certificate (for nonresident subscribers); and (f) tax identification number (for resident subscribers).

Procedure 5.: Register with the tax authority
Time to complete:: 9 days
Cost to complete:: no charge
Name of Agency:
Comment:: To commence business, every company must register itself with the appropriate taxation authority (Deputy Commission of Taxes of Company Circle, Zonal Taxation Department) under the National Board of Revenue (NBR) and procure a tax identification number for the new company.

Procedure 6.: Register for VAT
Time to complete:: 7 days, simultaneously with procedure 6
Cost to complete:: no charge
Name of Agency:
Comment:: For VAT purposes, companies may be registered separately with the Customs, Excise, and VAT Commission (under the NBR). The various VATs incurred while operating the business will be regulated by the area NBR Customs Department and VAT and Excise Department.

Procedure 7.: Obtain a trade license
Time to complete:: 6 days
Cost to complete:: BDT 5,000
Name of Agency:
Comment:: Companies may obtain a trade license from the City Corporation. The trade license application must be accompanied by the following documents: 1) a certified copy of the company’s articles and memorandum of association, 2) a copy of the certificate of incorporation, 3) the company’s statement of bank solvency, 4) the company’s tax identification number certificate, 5) a copy of the rent agreement for the company’s office, 6) three photographs (copies) and 7) particulars of the person in charge of the main corporate functions.