A private limited company in Bangladesh is incorporated by registering its memorandum and articles of association and prescribed documents with RJSC. Upon incorporation, the company becomes a body corporate separate from its shareholders, with perpetual succession and liability ordinarily limited according to its constitutional documents.
Governing law
The principal statute is the Companies Act, 1994. Section 2(1)(g) defines a private company as one whose articles restrict the right to transfer shares, limit membership to fifty, subject to statutory exclusions for certain employees and former employees, and prohibit invitations to the public to subscribe for shares or debentures.
Section 5 permits two or more persons to form a private company by subscribing their names to a memorandum and complying with the Act. Section 6 prescribes the principal contents of the memorandum of a company limited by shares, including its name, registered office, objects, limited liability, share capital, and subscribers’ share commitments.
Sections 17 and 23 to 25 govern the articles, registration, effect of registration, and conclusiveness of the certificate of incorporation. Section 24 provides that after incorporation the subscribers and subsequent members become a body corporate capable of exercising the functions of an incorporated company, with perpetual succession and a common legal identity.
Section 77 requires a company to maintain a registered office. Section 90 generally requires an ordinary private company to have at least two directors, and directors must be natural persons.
Separate legal identity
A company owns its own assets and incurs its own liabilities. A shareholder does not personally own company property merely because that shareholder owns most or all of the shares.
Limited liability ordinarily means that a shareholder’s financial exposure as a member is limited to the unpaid amount on the shares, subject to the memorandum, winding-up law, personal guarantees, fraud, statutory liability, and other recognised exceptions.
Directors and shareholders are not automatically immune from personal responsibility. A director may incur liability for personal wrongdoing, breach of statutory duty, false statements, unauthorised transactions, personal guarantees, tax or regulatory offences, or fraudulent conduct. Incorporation should not be treated as a device for avoiding existing obligations.
Choosing and clearing the company name
RJSC requires prior name clearance for a new company. Applicants propose a name through the official system, and RJSC examines whether the name is identical or confusingly similar to an existing registered or cleared name and whether it is otherwise acceptable.
RJSC currently states that name clearance is ordinarily valid for thirty days, with mechanisms for extension up to sixty and then ninety days. Because administrative rules and digital workflows can change, the current validity period should be confirmed through the official portal when applying.
A private company’s name must end with the legally required expression indicating limited status. A name should not imply government approval, regulated activity, professional authority, or another status that the company does not possess.
Memorandum and articles of association
The memorandum establishes the company’s fundamental constitutional information, including name, registered office, objects, liability, capital, and subscribers.
The articles regulate internal administration. They commonly address share issues and transfers, calls on shares, general meetings, voting, directors, board meetings, dividends, accounts, notices, and winding up.
The documents should be drafted for the actual ownership arrangement rather than copied without review. A family company, joint venture, technology company, property-holding company, and foreign-invested company may require different transfer restrictions, reserved decisions, deadlock provisions, pre-emption rights, board rights, and exit mechanisms.
A shareholders’ agreement may supplement the articles, but it should not contradict mandatory law or create an internal arrangement that cannot be implemented under the company’s registered constitution.
Documents required by RJSC
RJSC’s published registration guidance identifies the principal documents for a private company as the memorandum and articles of association, together with prescribed forms and evidence of name clearance.
The forms include Form I, containing the declaration of compliance under section 25; Form VI, giving notice of the registered office under section 77; Form IX, recording a director’s consent to act under section 92; Form X, listing persons consenting to be directors; and Form XII, containing particulars of directors, managers, managing agents, and subsequent changes under section 115.
The filing also requires applicable stamp duties, registration fees, and other charges. Because the amount depends on authorised share capital and current administrative schedules, applicants should use the official RJSC fee calculator rather than relying on an old online fee table.
Identity, address, tax, foreign-exchange, beneficial-ownership, or investment-related documents may also be required depending on the shareholders, directors, source of capital, and regulated nature of the business. A non-resident applicant should verify current requirements with RJSC and, where applicable, Bangladesh Bank, the Bangladesh Investment Development Authority, the relevant bank, and a qualified professional.
Registration process
The first step is obtaining name clearance. The promoters then finalise the memorandum, articles, share structure, subscribers, directors, registered office, and authorised signatories.
The prescribed documents are filed through the RJSC system with applicable payments. RJSC may require corrections where the documents are inconsistent, incomplete, improperly executed, or contrary to the Act.
When RJSC is satisfied, the Registrar registers the memorandum and articles and issues a certificate of incorporation. Section 25 treats the certificate as conclusive evidence that the statutory requirements relating to registration and matters precedent or incidental to registration have been complied with.
The company exists from the incorporation date stated in the certificate. A proposed company should not describe itself as incorporated or enter transactions as an existing company before that date without carefully addressing promoter liability and post-incorporation adoption.
Immediate post-incorporation obligations
The company should open and properly operate its bank account, issue shares according to the registered capital structure, maintain its statutory registers and minute books, and preserve the incorporation documents.
It must maintain a registered office, keep proper books of account, prepare financial statements, appoint an auditor where required, hold annual general meetings, submit annual returns and financial filings, and notify RJSC of changes in directors, registered office, capital, or other registered information.
Section 81 requires every company to hold an annual general meeting within the statutory framework. The applicable first-meeting deadline and maximum interval between meetings should be calculated from the Act rather than assumed from a general calendar rule.
Registration with RJSC does not replace a trade licence, tax identification, VAT registration, environmental clearance, factory licence, import or export registration, sector licence, or work authorisation where another law requires it.
Capital and shareholding
The authorised share capital is the maximum capital the company is presently authorised to issue under its memorandum, unless subsequently increased. Issued capital consists of shares actually issued, while paid-up capital refers to the amount paid or credited as paid on those shares.
Promoters should not state inflated paid-up capital that has not actually been contributed. Capital contributions, share allotments, bank receipts, board approvals, share certificates, and statutory filings should correspond.
Transfers of private-company shares are subject to the Companies Act and the restrictions in the articles. A private company cannot invite the general public to subscribe for its shares or debentures.
Courts and authorities
RJSC is the principal incorporation and corporate-record authority. Tax matters fall under the National Board of Revenue, while foreign-exchange matters may involve Bangladesh Bank. Sector-specific businesses may require approval from separate regulators.
Corporate applications and statutory remedies under the Companies Act may fall within the jurisdiction of the High Court Division exercising company jurisdiction. Ordinary contractual, employment, property, or debt disputes may fall before other competent courts or tribunals.
Exceptions and open questions
A private company may be formed under a standard two-or-more-member structure. Bangladesh law has also introduced a statutory framework for a one-person company through later amendment. That structure has separate requirements and should not be assumed to follow every rule applicable to an ordinary private company.
Foreign ownership, regulated industries, banking, insurance, telecommunications, aviation, pharmaceuticals, education, security services, and other sensitive sectors may be subject to additional approval or ownership rules.
Administrative requirements appearing on an RJSC checklist may also change before the Companies Act itself is amended. Applicants should preserve a copy of the applicable official filing instructions and receipts.
Common mistakes
Common mistakes include using a generic memorandum with unsuitable objects, failing to document actual capital contributions, appointing directors without valid consent, treating the company bank account as a shareholder’s personal account, neglecting annual filings, and failing to update RJSC after changes.
Other errors include believing incorporation automatically grants a trade licence, signing contracts before incorporation without addressing promoter liability, issuing shares informally, or relying on a private shareholders’ agreement that conflicts with the registered articles.
For related Ain.bd guidance, see Directors’ Legal Duties and Liabilities under Company Law, Shareholders’ Rights and Remedies against Company Mismanagement, and Legal Differences between a Company, Partnership and Sole Proprietorship.
Law updated as of 13 July 2026.
Primary-source references
The Companies Act, 1994, sections 2(1)(g), 5, 6, 17, 23 to 25, 77, 81, 90, 92 and 115; the Companies (Second Amendment) Act, 2020; and the official incorporation forms, name-clearance guidance, document checklist, and fee calculator issued by the Registrar of Joint Stock Companies and Firms.
Disclaimer
This article provides general legal information and is not legal advice. Incorporation requirements depend on the company’s ownership, capital structure, activities, investment source, and regulatory sector. Consult a licensed advocate or qualified corporate professional in Bangladesh before filing.