Practical corporate advice from Supreme Court practitioners. Always consult legal counsel before signing founder equity schedules, RJSC filings, or commercial agreements.
Private Limited company registration procedure in Bangladesh may not be that complicated any more since the Registrar/ has mostly been digitalised. However, in relation to the drafting, consolidating and liaison it is highly advisable to opt for a consultant before proceeding to incorporate a company in Bangladesh.
When it comes to one of the most preferred option to start a business is to take resort to incorporating a Private Limited Company in Bangladesh. Although there are many other options to start a business in Bangladesh, out of which the most common and useful modes are either  or , therefore, the procedure of registering a private limited company in Bangladesh has been mentioned down below.
Before moving on to the procedure of registering a private limited company in Bangladesh, it is worth mentioning that there is another option, which is in the , that is commonly known as BIDA. However, to operate as a liaison office in Bangladesh there are also backdrops such as, the liaison office cannot transact in business, the liaison office can only maintain liaison between its parent company and the possible vendor or clients, but when it comes to making business transaction, only the parent company can transact under the restriction and supervision of the  and other relevant authorities as a foreign company. Therefore, it appears that are not a viable option, until or unless simply maintaining a degree of liaison with the vendors in Bangladesh is the intention of the parent company registered outside of Bangladesh.
What is a Private Limited Company?
As per section 2(q) of, Companies Act 1994 A Private Company is a Company which by its Articles of Association restricts the right of transfer of the share, limits the number of members to fifty and prohibits invitation to the public to subscribe to the shares or debentures of the Company.
What are the characteristics of a Private Limited Company defined in ? Companies Act 1994
The Companies Act 1994 has mentioned the following characteristics of a Private Limited Company:
It restricts the rights to transfer the shares [s. 2(q)];
The minimum number of members is 2 (two) [s. 5];
The maximum number of the members is 50 (fifty) excluding the persons employed in the Company [s. 2(q)];
It must have at least two directors [s. 90 (2)];
It prohibits any invitation to the public to subscribe for the shares or debentures of the Company [s. 2(q)];
It does not have to fulfill the requirement of statutory meeting or statutory report [s.83(12)].
Subject to obtaining other licenses mentioned below in the post registration section of this Report, a Private Company can commence business as soon as it is registered with the RJSC.
