In Bangladesh, businesses and organisations register with RJSC under different laws: limited companies and One Person Companies under the Companies Act 1994, partnership firms under the Partnership Act 1932, and societies under the Societies Registration Act 1860. The right choice depends on liability, ownership, funding plans and purpose. Registration is followed by a trade licence, e-TIN and, where applicable, VAT registration.
Registration with RJSC is where a business gets its legal form, and the choice between a company, a partnership firm or a society shapes liability, tax treatment, banking and how easily you can bring in investors later. Many founders register a partnership because it seems simpler, then convert to a company when a bank or foreign partner insists, paying for two registrations instead of one.
This page compares the main registration routes available at RJSC and sets out the documents and steps for each. It is for founders, family businesses formalising an existing trade, and NGOs or associations choosing a legal vehicle. For a detailed private limited company walkthrough, see our company incorporation page. Each route below is explained briefly.
On this page
Which registration fits your business?
- Private limited company: limited liability, separate legal entity, at least two shareholders; preferred by banks and investors
- One Person Company (OPC): limited liability with a single shareholder who must be a natural person, plus a nominee
- Partnership firm: two or more partners sharing profits under a partnership deed; partners' liability is unlimited
- Public limited company: needed for raising capital from the public; heavier governance and disclosure
- Society: non-profit purposes such as education, culture or welfare under the Societies Registration Act 1860
- Sole proprietorship: not registered with RJSC; formalised through a trade licence and TIN
Partnership firm registration under the Partnership Act 1932
A partnership exists once two or more people agree to share the profits of a business, so registration with RJSC is not what creates it. Registration matters for enforcement: under the Partnership Act 1932, an unregistered firm and its partners face restrictions on suing third parties to enforce contracts. Registration is made by filing the prescribed statement (Form I) with the firm name, place of business, partners' names and addresses and date of joining, supported by the partnership deed on non-judicial stamp paper and paying the RJSC fee. Later changes in partners or address are notified to RJSC.
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Company and OPC registration essentials
A company registration starts with name clearance, followed by the Memorandum and Articles of Association, Form I, Form VI, Form IX consents, Form XII particulars of directors and payment of registration fees and stamp duty based on authorised capital. For an OPC, the sole shareholder names a nominee who would take over on death or incapacity. Where any shareholder is foreign, capital must be remitted through banking channels and documented, and BIDA registration may follow depending on the business.
Documents usually required
- National ID cards or passports of all partners, shareholders and directors
- Recent photographs, TINs where available, and contact details
- Proposed name(s) and business address with rent agreement or ownership proof
- Partnership deed for firms, or MoA and AoA for companies, or memorandum and rules for societies
- Share or capital contribution details and profit-sharing ratio
- For foreign or corporate shareholders: board resolution, incorporation documents and notarised, attested passports
Mistakes to avoid when registering
- Choosing a partnership for a business that will soon need bank credit or outside investors
- Partnership deeds with no clause on exit, death or dispute resolution
- Setting authorised capital too high and paying unnecessary registration fees and stamp duty
- Listing an address that cannot be supported by a lease when applying for the trade licence
- Treating registration as the finish line and missing the trade licence, TIN and BIN steps
How the process works
- Structure consultationWe discuss ownership, liability, funding and tax to recommend company, OPC, partnership or society.
- Name clearanceThe proposed name is checked and cleared at RJSC for the chosen entity type.
- DraftingWe draft the partnership deed, MoA and AoA, or society rules, tailored to your arrangements.
- Signing and stampingDocuments are signed, stamped and, for foreign parties, notarised and attested as required.
- RJSC submissionThe application is filed online with fees paid, and queries are handled until registration is issued.
- Post-registration setupWe arrange the trade licence, e-TIN, BIN and bank account documentation so you can start trading.
Typical timeline: Once documents are signed, RJSC registration of a company or partnership typically takes from several working days to a few weeks, depending on document completeness, foreign document attestation and RJSC processing.
How Tax & VAT Associates helps
- Written comparison of entity options for your specific plan
- Name clearance and full RJSC registration for companies, OPCs, firms and societies
- Custom partnership deeds and articles of association
- Handling of foreign shareholder documentation and capital remittance guidance
- Trade licence, e-TIN and BIN registration after RJSC approval
- Later conversion of a partnership or proprietorship into a limited company
Frequently asked questions
Is partnership registration compulsory in Bangladesh?
Registration is not what creates a partnership, but an unregistered firm suffers legal disadvantages under the Partnership Act 1932, notably limits on suing to enforce contract rights. Banks and many corporate clients also expect a registered firm. In practice, registration is strongly advisable for any partnership doing meaningful business.
Which is better: a partnership firm or a private limited company?
A private limited company offers limited liability, continuity when owners change, and better access to bank finance and investment. A partnership is cheaper to run but partners are personally liable for firm debts. For most growing businesses, especially with foreign involvement, a private limited company is the safer choice.
Can a foreigner register a partnership firm in Bangladesh?
Foreign nationals more commonly invest through a private limited company, which fits Bangladesh Bank's rules on remittance of capital and repatriation of profits, as well as BIDA registration. Partnerships with foreign partners raise practical banking and foreign exchange issues, so we usually advise a company structure.
Can I convert my partnership into a company later?
Yes. A new company is incorporated and the partnership's business, assets and liabilities are transferred to it under an agreement, after which the firm is dissolved. Tax, VAT registration, licences and contracts must be moved carefully to avoid gaps, so the conversion should be planned with your accountant.
Is a one person company suitable for a foreign investor?
The OPC is designed for a single natural person, and its rules, including the nominee requirement and capital or turnover limits under the Companies Act, may not suit a foreign corporate investor. Foreign companies generally set up a private limited subsidiary with at least two shareholders instead.
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Learn more →Last reviewed: . 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.
