Company Incorporation in Bangladesh: The RJSC Filing Procedure

Company incorporation in Bangladesh is the legal filing stage of starting a company. Once you have decided on the structure, shareholders and capital, the work moves to the RJSC online system: reserving a name, preparing constitutional documents, uploading forms, paying fees and stamp duty, and collecting the Certificate of Incorporation with certified copies of the MoA and AoA.

This page is for founders and foreign investors who already know they want a company and need to understand the filing mechanics, the forms and the points where applications are usually returned. If you are still deciding between a company, partnership or branch, start with our company formation or business registration pages first, then come back here for the procedure.

What company incorporation achieves

On incorporation, the company becomes a separate legal person. It can own property, sign contracts, open bank accounts, sue and be sued in its own name, and its shareholders' liability is limited to any unpaid amount on their shares. The Certificate of Incorporation records the company's registration number and date, which then appear on every later filing with RJSC, NBR and banks.

Incorporation does not by itself allow the company to trade. A trade licence, e-TIN, BIN and any sector licences still have to follow, and foreign-owned companies usually register with BIDA as well.

Documents and information required for incorporation

RJSC requires consistent information across all forms. Most rejections come from mismatched names, addresses or share numbers between the MoA, AoA and the forms.

• Approved name clearance certificate from RJSC
• Memorandum of Association stating name, registered office, objects, liability and authorised capital
• Articles of Association covering share transfer, board powers, meetings and other internal rules
• Form I (declaration on registration), Form VI (notice of registered office), Form IX (consent of directors), Form X (list of persons consenting to be directors) and Form XII (particulars of directors, managers and managing agents)
• National ID or passport, TIN where applicable, photograph, address and contact details of each subscriber and director
• For corporate shareholders: board resolution authorising the subscription and a nominee, plus incorporation documents
• For foreign subscribers: passport copies and documents notarised and attested as required

Fees and stamp duty on incorporation

Incorporation costs have two parts. RJSC registration fees and filing fees depend on the company's authorised capital under the RJSC fee schedule, and stamp duty is payable on the MoA and AoA under the Stamp Act as amended by recent Finance Acts. Because these amounts are revised from time to time, we confirm the current figures when preparing your quotation rather than quoting fixed numbers here.

Choosing an authorised capital far above your realistic needs increases government cost without adding much benefit, as authorised capital can be increased later through a resolution and RJSC filing.

Where incorporation applications get stuck

RJSC examiners check each application against its rules. Common reasons for queries or rejection include the following, all of which are avoidable with careful preparation.

• Name clearance expired before the documents were submitted
• Objects clause that is vague, or that includes regulated activities such as banking or insurance without the required approval
• Subscriber details in the MoA not matching Form X or Form XII
• Signatures or scanned documents that are unclear or not in the required format
• Registered office address lacking enough detail for official correspondence

After the Certificate of Incorporation

The certificate starts the company's compliance clock. Share certificates should be issued to subscribers, statutory registers opened, a bank account opened and paid-up capital deposited, and the first board meeting held. Within the following weeks the company typically obtains its e-TIN, trade licence and BIN. Foreign-owned companies bring in capital through banking channels and keep the encashment certificate, which is essential for later profit or capital repatriation.

How the process works

1. Name clearanceApply online to RJSC for name clearance and secure approval before preparing the remaining documents.
2. Draft MoA and AoAPrepare the Memorandum and Articles of Association tailored to your shareholding, objects and governance needs.
3. Complete RJSC formsFill in Forms I, VI, IX, X and XII online with subscriber and director details that match the MoA and AoA exactly.
4. Pay fees and stamp dutyPay the RJSC registration fee and stamp duty through the designated bank channel and keep the payment records.
5. Submit signed documentsUpload or submit the signed MoA, AoA and forms with supporting documents and respond to any examiner queries.
6. Collect certificateDownload or collect the Certificate of Incorporation and certified copies of the MoA, AoA and Form XII.

Typical timeline: When documents are complete and the name is cleared, incorporation is often finished within one to two weeks, though it can take longer depending on document readiness and RJSC's processing and any queries raised.

How Tax & VAT Associates helps

• Name search and RJSC name clearance application with alternative names ready
• Custom MoA and AoA drafting rather than generic templates
• Preparation and online filing of all incorporation forms
• Fee and stamp duty calculation and payment guidance
• Coordination of signatures and attestation for foreign subscribers
• Post-incorporation kit: share certificates, registers and first board minutes

Frequently asked questions

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Last reviewed: 6 October 2026. Bangladesh tax and regulatory rules change with each Finance Act, SRO and authority circular. This page is general guidance; confirm current requirements for your case before filing.