VAT Registration Certificate (Value Added Tax) is an essential document for starting business in Bangladesh; it can be needed for company business, partnership, proprietorship, Limited company, Joint Venture Company or foreign company. VAT Registration Certificate also usages in export, import and manufacturing business for deduction of VAT at source. The manufacturing company including VAT before pricing of finished goods to the consumer. Without VAT registration certificate; it will be difficult to deduct VAT on the business. (more…)

Company Formation Procedure in Bangladesh is not complex process. If you want to open a limited company business in Bangladesh, at first you select a good name for your proposed company then submit to RJSC for collecting Name Clearance Certificate. (more…)

Bangladesh is one of the fastest-growing economies in Asia, driven by low labor costs and a wide range of profitable business sectors. As a result, foreign investors are increasingly entering the market — either by setting up a 100% foreign-owned company or by forming a Joint Venture Company in Bangladesh with a local partner.

In a Joint Venture Company, both foreign and local entrepreneurs jointly own equity, share management responsibility, and split profit and loss. The Registrar of Joint Stock Companies and Firms (RJSC) is the sole government authority responsible for issuing incorporation certificates and regulating all company-related legal matters in Bangladesh.

Potential Business Sectors for Joint Ventures in Bangladesh

Bangladesh offers strong investment opportunities across several industries where local and foreign entrepreneurs commonly form joint ventures for trading, manufacturing, exporting, and importing. Leading sectors include:

• Frozen food and potato export
• Seafood, shrimp, lobster, and eel fish
• Handicrafts and jute products
• Readymade garments (RMG)
• IT and software services
• Hotels, guest houses, and hospitality
• Food processing plants
• Agriculture
• Tourism and leisure

Many multinational chain companies also establish a Branch Office, Liaison Office, or Regional Office in Bangladesh as an entry point before full incorporation.

Types of Companies in Bangladesh

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Before registering, it’s important to understand the company categories under Bangladeshi law:

Company Type	Ownership	Shareholder Requirement
Public Limited Company	Can sell shares on the stock exchange	Minimum 7 directors/shareholders, no upper limit
Private Limited Company	Cannot sell shares publicly	Minimum 2, maximum 50 directors/shareholders
Local Company	100% Bangladeshi shareholders	—
Foreign Company	100% overseas shareholders	—
Joint Venture Company	Mixed local + foreign shareholders	—

A Joint Venture Company falls under the private limited company category, with both Bangladeshi and foreign nationals holding shares, sharing business risk, and jointly managing operations.

Step-by-Step Process of Joint Venture Company Registration in Bangladesh

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1. Name Clearance

Submit your proposed company name to RJSC and obtain a Name Clearance Certificate. This is the mandatory first step before any further filing.

2. Draft Memorandum & Articles of Association

Once the name is cleared, prepare the company’s Memorandum of Association (MoA) and Articles of Association (AoA) — the core legal documents that define the company’s objectives, structure, and internal rules.

3. Bring in Foreign Equity

The foreign shareholder’s portion of paid-up capital must be remitted from overseas into Bangladesh through proper banking channels before or during incorporation.

4. Submit Documents & Pay Government Fees

Submit the MoA, AoA, and all supporting documents to RJSC along with the required government fee.

5. RJSC Verification & Certificate Issuance

RJSC reviews all submitted documents under the Companies Act, 1994, and upon approval, issues the Certificate of Incorporation.

6. Post-Incorporation Licenses

After incorporation, the company collects its Trade License, and — if involved in import/export — the Export Registration Certificate (ERC) and Import Registration Certificate (IRC). Businesses also typically need a VAT Registration Certificate and TIN Certificate, and certain sectors require additional ministry-level approval.

Documents Required for Joint Venture Company Formation

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To prepare the Memorandum and Articles of Association, RJSC requires the following information and documents:

• Proposed company name (for Name Clearance)
• Name Clearance Certificate issued by RJSC
• Full name and address of all shareholders, directors, chairman, and managing director
• TIN Certificate for Bangladeshi shareholders (not applicable to foreign nationals)
• NID (Voter ID) for Bangladeshi citizens
• Passport number for foreign shareholders (or for Bangladeshi citizens without an NID)
• Phone number and email address of all shareholders and directors
• Number of shares allotted to each shareholder/director
• Qualifying shares of company directors
• Designation of each person (shareholder, director, chairman, MD)
• Authorized and paid-up capital of the company
• Proof of foreign investment/remittance
• Joint Venture Agreement signed by both parties

Branch Office vs. Joint Venture Company

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A Branch or Representative Office is a lighter alternative to full incorporation, but it comes with restrictions:

• Requires a minimum deposit of USD 50,000 for setup and running costs, remitted from abroad
• Cannot conduct profit-generating business activities — it is limited to liaison, marketing, or representative functions

A Joint Venture Company, by contrast, allows full business operations, profit generation, and shared ownership — making it the preferred structure for investors who want to actively run a business in Bangladesh.

Frequently Asked Questions

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What is a Joint Venture Company in Bangladesh?

It is a private limited company jointly owned by Bangladeshi and foreign shareholders, who share equity, management, and profit/loss.

Who regulates company registration in Bangladesh?

The Registrar of Joint Stock Companies and Firms (RJSC) is the sole authority for company incorporation, share transfers, and annual filings.

How many shareholders are required for a private limited joint venture company?

A minimum of 2 and a maximum of 50 shareholders/directors.

Can a foreign investor own 100% of a company in Bangladesh instead of a joint venture?

Yes — a 100% foreign-owned company is allowed in most sectors, in addition to the joint venture option.

What documents are mandatory for foreign shareholders?

A valid passport number and proof of remitted equity investment from abroad are mandatory, since foreign nationals do not have a Bangladeshi TIN or NID.

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Need help with your Joint Venture Company Registration in Bangladesh? [Contact us] for RJSC name clearance, documentation, and end-to-end incorporation support.

Company share Allotment / share increase is an ongoing process of Privet Limited Company in Bangladesh. If company (board of directors of the company) want to increase share or business capital at this moment company take a decision to increase share capital by allotting new share for increasing business capital by taking new share holder or increase more share within existing Directors or share holders  of the company. (more…)

At present, Bangladesh is one of the most emerging economic tiger of the Asian countries for   lucrative business into the world, so enthusiastic foreign investors are coming here to invest on different kinds of business sector of Bangladesh.  Basically foreign entrepreneurs can do  Joint Venture Company or 100% Foreign  Company Registration in Bangladesh. Joint Venture Company means there foreign entrepreneurs and local entrepreneurs both jointly operating the business and paid up his/her equity investment of the company. (more…)

It is mandatory to start a new business getting Trade License in Bangladesh. Generally, proprietorship business can start after getting Trade License. However Limited Company and Partnership business firstly needed of registration at RJSC (Office of the Registrar of Joint Stock Companies and Firms ). After getting Incorporation Certificate or Partnership Firm Registration at RJSC then to collect trade license. Basically, Trade License issued by local authority. (more…)

Import Registration Certificate in Bangladesh is essential documents of Import Business. Now a day’s every country depends of other countries for essential commodities because of  environment cannot support to produce all kinds of crops , so one country import essential goods from another country by importing materials and to supply in local market. Without import registration certificate (IRC) nobody can import goods from foreign country. (more…)

Bangladesh is one of the fastest growing business nations for all over the world. There have huge opportunities of business as like trading, manufacturing industry, agro-based industry, inland fresh water fisheries, jute goods, frozen foods, handicrafts, IT sector, truism & leisure activities ready-made garments, leather goods etc. are the most Potential Business Sector in Bangladesh. (more…)

Taking RJSC Name Clearance is the first step of a Company Registration in Bangladesh. RJSC (The Registrar of Joint Stock Companies and Firms) is the sole authority to issue Name Clearance Certificate of starting a Limited Company. (more…)

At recent days most of the countries economically depends on other countries for importing goods from other countries and exporting goods to other countries. Some countries enjoy geographically benefits to produce of particular agricultural crops some are not, that’s why creating trade & commerce to one country to another country. Doing business within two countries is called international business. Opening International business needs a large capital which is not good enough for operating to proprietorship or partnership business, so starting a limited company business is most effective that’s why start limited company in Bangladesh is the best all the way. (more…)

Potato is one of the most usable food and vegetables in cooking item into the world however, most of the countries are not good enough environment for producing potato, it is also a variety of vegetable usage all over the globe, Bangladesh is not exception that.  Now potato export from Bangladesh is one of the most profitable businesses. (more…)

Company share transfer in Bangladesh is the legal process through which a shareholder sells, gifts or otherwise hands over shares to another person or company. For private limited companies, the transfer is governed by the Companies Act 1994, the company’s Articles of Association and the registration requirements of the Registrar of Joint Stock Companies and Firms (RJSC). This guide explains the full process, required documents, Form 117, stamp duty, tax points and timeline, so you can complete a transfer correctly and avoid costly mistakes.

Quick Summary

• Who can transfer: any shareholder, subject to the company’s Articles of Association.
• Main form: Form 117 (Instrument of Transfer of Shares).
• Where: the RJSC office in Dhaka (or the relevant regional office), together with the company’s own records.
• Key requirements: board approval, stamp duty, supporting documents and the personal presence of the transferor.
• After transfer: the company updates its registers, issues a share certificate and reflects the change in RJSC filings.

What Is Share Transfer in a Bangladeshi Company?

A share is movable property, and the Companies Act 1994 allows it to be transferred in the manner set out in the company’s Articles of Association. The person transferring the shares is called the transferor, and the person receiving them is called the transferee. After a valid transfer, the transferee becomes a member (shareholder) of the company. If the transferor held a director’s position and leaves the board, the company must also file the director change with RJSC.

Share transfer is often confused with two related processes:

	Share Transfer	Share Allotment	Share Transmission
Meaning	An existing shareholder passes shares to another person	The company issues new shares	Shares pass by law (for example on death or insolvency)
Company’s share capital	Unchanged	Increases	Unchanged
Who initiates	The shareholder	The company	Legal successor or representative
Main documents	Form 117, board resolution	Board/shareholder resolution, return of allotment	Legal heirship or court documents, request to the company

Who Can Transfer Shares? Private vs Public Companies

Private limited companies. The law requires a private company’s Articles of Association to restrict the right to transfer shares. Common restrictions include:

• Pre-emption rights: existing shareholders must be offered the shares first before an outsider can buy them.
• Board approval: the directors may approve or refuse the transfer, and they must act in good faith in the company’s interest.

Always read the Articles of Association before you sign anything. A transfer that ignores these rules can be challenged later.

Public limited companies. Shares in public companies, especially listed ones, are generally freely transferable. Listed shares are usually traded through the stock exchange and depository system, which follows a different process from the private company transfer described in this guide.

Step-by-Step Share Transfer Process in Bangladesh

Step 1: Review the Articles of Association

Check the transfer restrictions, pre-emption clauses and any approval requirements. If existing shareholders have first rights, get their written waiver or no-objection.

Step 2: Agree the Terms

The seller and buyer agree on the number of shares, price and payment terms. For any significant deal, sign a Share Purchase Agreement (SPA) covering price, warranties, conditions and who pays taxes and costs.

Step 3: Obtain Board Approval

Hold a board meeting and pass a resolution approving the proposed transfer and authorising the directors to sign the necessary documents. Record the number of shares and the names of both parties in the minutes.

Step 4: Prepare the Documents

Prepare the Form 117 and the supporting documents (see the checklist below). Where the transferee is a foreign national or a Non-Resident Bangladeshi (NRB), additional formalities apply.

Step 5: Execute Form 117 and Pay Stamp Duty

Form 117 is the official Instrument of Transfer. Under the amended Section 38(3) of the Companies Act, the transferor must appear personally before the Registrar at RJSC and sign the form there. Stamp duty is payable on the face value of the shares being transferred.

Step 6: Deliver a Copy to the Company

After Form 117 is signed and stamped, give a copy to the company as formal notice of the transfer.

Step 7: Update the Company’s Records

The company updates its Register of Members and share transfer register, records the transaction in the minutes book, cancels the old share certificate and issues a new one in the transferee’s name. Under the Companies Act, the company has a limited period to register a valid transfer or give notice of refusal, and share certificates must be issued within the statutory time after registration.

Step 8: Complete RJSC Compliance

If a director has resigned or a new director has been appointed, file the relevant forms with RJSC (see the compliance section below). The new shareholding must also appear in the company’s next annual return.

Documents Required for Share Transfer

Requirements can vary by case, but the following are typically needed:

1. Form 117, duly filled in, stamped and signed by transferor and transferee
2. Board resolution approving the transfer
3. Affidavit relating to the share transfer
4. Original share certificate(s) of the shares being transferred
5. No-objection or waiver from existing shareholders, where the Articles require pre-emption
6. Latest list of directors
7. Latest audited financial statements of the company
8. National ID or passport copies of the transferor and transferee, and their photographs
9. Share Purchase Agreement (if any)
10. For foreign or NRB transferees: consularised documents and bank encashment certificate (see below)

Keep the company’s statutory records up to date before you begin. Missing annual returns or outdated registers are among the most common reasons for delay.

Cost of Share Transfer in Bangladesh

Cost item	Details
Stamp duty	Payable on the face value of the shares. It is commonly applied at 1.5%; confirm the current rate before filing.
RJSC fee	As per RJSC’s current fee schedule.
Capital gains tax	May apply to the seller’s gain under the Income Tax Act 2023. The rate and timing depend on your situation; consult a tax professional.
Affidavit, notary and attestation	Varies by document and provider.
Professional fees	Lawyer or company secretary fees for drafting, filing and follow-up.

Share Transfer to a Foreign Person or Company

Foreign investors often enter a Bangladeshi company by buying shares from local shareholders, which is one way to form a joint venture company. In this case the foreign buyer may become a shareholder, director or even chairman, subject to the Articles of Association and applicable laws. The extra requirements include:

• Consularisation: where the transferee is a foreign national or NRB, the transfer documents and affidavits must be certified by the Bangladesh Embassy or High Commission, counter-verified by the Ministry of Foreign Affairs and stamped by the Deputy Commissioner’s office.
• Encashment certificate: where the seller is local and the buyer is foreign, RJSC asks for a scheduled bank’s certificate showing the payment has been received through proper banking channels.
• Foreign exchange rules: inward remittance and later repatriation of sale proceeds go through an Authorised Dealer bank under Bangladesh Bank rules. Foreign sellers should keep proof of the original investment, a valuation and tax payment records.
• Sector approvals: some industries (for example banking, insurance, telecom) may need regulator approval before ownership changes.

How Long Does Share Transfer Take?

The time depends on how ready your documents are and whether the Articles need shareholder waivers. As a rough guide:

Stage	Indicative time
Due diligence and agreement	2 to 4 weeks
Board approval	1 to 2 weeks
Payment and documentation	About 1 week
RJSC execution and stamp duty	1 to 2 weeks
Register update and new certificate	About 1 week

These are estimates, not guarantees. Foreign transfers and cases with incomplete records usually take longer.

Common Mistakes and Risks

• Ignoring the Articles of Association. A transfer that skips pre-emption or board approval can be disputed.
• Incomplete or outdated company records. RJSC may not accept the filing until the company’s documents are up to date.
• Forged or unauthorised signatures. Share transfer fraud does happen, and victims often need to file a company matter in the High Court Division. Verify the identity and authority of everyone signing, and insist on the transferor’s personal appearance.
• Wrong or unpaid stamp duty. An instrument that is not properly stamped can be invalid.
• No written agreement. Verbal deals over price and payment are hard to prove.
• Forgetting tax and foreign exchange steps. Sellers, especially foreign sellers, should plan tax and repatriation before signing.

After the Transfer: Compliance Checklist

• Update the Register of Members and Share Transfer Register
• Record the transaction in the Minutes Register
• Cancel the old certificate and issue a new share certificate to the transferee
• If a director resigns or is removed, file Form XII with RJSC within 14 days
• If the transferee becomes a director, complete the director appointment filings (including consent to act) with RJSC
• Reflect the new shareholding in the next annual return
• Update your bank mandates, trade licence, TIN and other records where the shareholder or director details appear

Why Work With Us

[Company Name] helps private and public limited companies with share transfer, share allotment, company registration, director changes and annual RJSC filings in Bangladesh. Our team prepares the documents, coordinates the signing at RJSC and keeps your statutory records in order, so the transfer is legally sound and free of delays.

Ready to transfer your company’s shares? Call or WhatsApp us at [Phone Number], email [Email], or fill in the contact form for a free initial consultation.

Frequently Asked Questions

1. Can I transfer shares without going to RJSC?

For a private limited company, the transferor is generally required to sign Form 117 in person before the Registrar at RJSC. Ask your adviser to confirm the current procedure and any commissioning arrangement before you plan the signing.

2. What is Form 117?

Form 117 is the prescribed Instrument of Transfer of Shares. It records the names of the transferor and transferee, the number and distinctive numbers of the shares, and the consideration.

3. How much is the stamp duty on share transfer in Bangladesh?

Stamp duty is calculated on the face value of the shares and is commonly applied at 1.5%. Confirm the current rate at the time of filing.

4. Can a foreigner buy shares in a private limited company in Bangladesh?

Yes, subject to the company’s Articles of Association, foreign exchange rules and any sector-specific approvals. The transfer documents of a foreign transferee must be consularised, and RJSC may ask for a bank encashment certificate.

5. Is capital gains tax payable on share transfer?

Gains from selling shares may be taxable under the Income Tax Act 2023, and payment timing can affect the transfer process. The rate depends on factors such as residency and holding period, so speak to a tax professional.

6. What if the board refuses to register the transfer?

The Articles of Association may allow directors to refuse a transfer, but they must act in good faith and in the company’s interest. If you believe the refusal is improper, get legal advice; the matter may go before the High Court Division as a company matter.

7. Do I need to file anything with RJSC after the transfer?

Yes. The change must appear in the company’s annual return, and any change in directors must be filed with the relevant forms, for example Form XII, within the prescribed time.

8. What is the difference between share transfer and share allotment?

In a share transfer, an existing shareholder passes existing shares to someone else, so the company’s capital does not change. In a share allotment, the company issues new shares, which increases its share capital.

Disclaimer: This article provides general information and is not legal or tax advice. Rules, fees and procedures may change, so consult a qualified lawyer or company secretary before acting.

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