Written by Md Rakib Hassan — Income Tax Practitioner with 10+ years of tax compliance and audit experience across Bangladesh and the UK. Former Accounts Manager at a UK chartered accounting firm managing 1,000+ clients, with direct experience resolving multi-year tax audit disputes with HMRC and the NBR. Currently Finance Controller at a UK-based multinational tech group.
Every legal business in Bangladesh starts at one place: the RJSC. Before you can open a corporate bank account, apply for a trade licence, register for VAT, or bid for a government tender, your company must be incorporated through the Registrar of Joint Stock Companies and Firms — the sole authority in Bangladesh for legalising the formation of companies, partnerships, societies, and trade organisations.
This is the most comprehensive, practitioner-verified guide to RJSC Bangladesh available in 2025. It covers everything in one place — what the RJSC is, who needs to register, how to complete RJSC name clearance, how to use the RJSC fee calculator, how to track your RJSC submission status, what documents you need, and what your ongoing compliance obligations look like after incorporation.
What Is RJSC Bangladesh?
RJSC stands for the Registrar of Joint Stock Companies and Firms. It operates under the Ministry of Commerce, Government of Bangladesh, and is governed primarily by the Companies Act 1994, along with the Societies Registration Act 1860 and the Partnership Act 1932.
Its official digital portal operates under two URLs:
- www.roc.gov.bd — the main informational website
- app.roc.gov.bd — the e-Service system where all applications, name searches, submissions, fee calculations, and status checks are processed
The rjsc bd portal has undergone significant digitisation over recent years, enabling entrepreneurs to complete most registration steps online without visiting the physical RJSC office in Dilkusha, Dhaka.
What Does RJSC Regulate?
RJSC Bangladesh manages the legal registration and administration of:
- Private Limited Companies
- Public Limited Companies
- One Person Companies (OPC)
- Foreign Company Branches and Liaison Offices
- Partnership Firms
- Trade Organisations
- Societies and Foundations (NGO-type bodies)
Types of Companies You Can Register with RJSC
Choosing the right structure before you begin is critical — the type of entity determines your tax rate, liability exposure, governance requirements, and long-term flexibility.
| Entity Type | Min. Directors | Min. Shareholders | Liability |
|---|---|---|---|
| Private Limited Company | 2 | 2 (max 50) | Limited |
| Public Limited Company | 3 | 7+ | Limited |
| One Person Company (OPC) | 1 | 1 | Limited |
| Partnership Firm | 2 | 2 (max 20) | Unlimited |
| Foreign Branch/Liaison Office | 1 (local agent) | N/A | Parent liable |
The Private Limited Company is by far the most popular structure for entrepreneurs, SMEs, and foreign investors. It offers limited liability, perpetual succession, and a structured ownership framework. Corporate tax starts at 27.5% for non-listed companies (or 20% for publicly listed companies), and 100% foreign ownership is permitted in most sectors.
Practitioner’s note: A very common error I see from first-time founders is choosing a higher authorised capital than they need at incorporation — purely because they think it signals credibility. In practice, higher authorised capital directly increases your RJSC stamp duty. Start with what you genuinely need; you can always increase it later.
The RJSC Portal — How to Log In and Navigate
All online applications go through the RJSC e-Service System at app.roc.gov.bd. For new users, the RJSC login process works as follows:
- Visit app.roc.gov.bd
- Select “Register” to create a new account with your email and NID/passport
- Verify your email and complete your profile
- Use the same RJSC login credentials for all future submissions, name clearance applications, payment tracking, and status checks
Once logged in, the portal gives you access to:
- Name clearance application (RJSC name search and reservation)
- Incorporation document submission
- Annual return filing
- Fee calculator
- Submission status tracking
- Certified copy requests
The portal also offers a kiosk facility at the RJSC office itself for those who prefer assisted online submission.
Step 1 — RJSC Name Clearance: The Mandatory First Step
No incorporation can proceed without a RJSC name clearance certificate. This confirms that your proposed company name is unique, does not duplicate or closely resemble any existing registered entity, and does not contain any restricted words.
How to Conduct an RJSC Name Search
- Log in to your account at app.roc.gov.bd
- Navigate to the Name Clearance section
- Use the RJSC name search tool to check whether your proposed name is already taken
- Submit your application with up to 3 proposed names in order of preference
- Pay the name clearance fee (BDT 100–500 per name, payable online)
- Receive your RJSC Name Clearance Certificate within 1–2 business days if approved
RJSC Name Clearance — Rules to Follow
The RJSC applies specific rules when evaluating proposed company names:
- The rjsc name must be distinct from all existing registered entities
- Names that are identical or phonetically similar to an existing rjsc name will be rejected
- Restricted words — including “Bank,” “Insurance,” “Bangladesh,” “Government,” “National,” and similar — require prior approval from the relevant regulatory authority before RJSC will clear them
- Names implying association with government bodies or international organisations are subject to additional scrutiny
Validity and Extension: Once issued, the RJSC name clearance certificate is valid for 30 days only. If your incorporation application is not submitted within this window, the name is released and you must apply again. An extension is available — currently at approximately BDT 200 per extension — but it must be requested before the original 30-day period expires.
From a practical standpoint, do not apply for name clearance until your Memorandum of Association, Articles of Association, and director/shareholder documents are at least 80% ready. Many founders lose their preferred name simply because their paperwork was not ready in time.
Step 2 — Preparing Your Incorporation Documents
Once RJSC name clearance is in hand, gather the following documents. Requirements vary slightly by entity type; the list below covers a standard Private Limited Company incorporation.
Core Constitutional Documents
Memorandum of Association (MoA) — Outlines the company’s objectives, scope of business, authorised share capital, and liability clause. Maximum 7 clauses; aim for under 400 words to keep it clean and unambiguous. All shareholders must sign.
Articles of Association (AoA) — Sets out the internal governance of the company: board structure, director powers, shareholder rights, meeting procedures, and dividend policy. All shareholders must sign.
Statutory Forms Required
| Form | Purpose | Deadline |
|---|---|---|
| Form IX | Consent of each director to act | At incorporation |
| Form XII | Particulars of directors and management | At incorporation |
| Subscriber Sheet | Shareholder details with share allocation | At incorporation |
Supporting Documents Required
- National ID (NID) copies for all Bangladeshi directors and shareholders
- Passport copies for all foreign directors and shareholders
- Proof of registered office address in Bangladesh (utility bill or rental agreement)
- For foreign shareholders: Encashment Certificate from a scheduled bank confirming the capital has been remitted through official banking channels
All documents must be scanned as PDFs and uploaded through the RJSC portal upon RJSC login.
Step 3 — RJSC Fee Calculator: Understanding What You Will Pay
The RJSC fee calculator is available directly on the portal at app.roc.gov.bd/psp/fee_calculator. Use it before submitting — it calculates your total fee based on your authorised capital, number of documents, and submission type.
The total cost of incorporating a Private Limited Company through RJSC Bangladesh breaks down into four components:
1. Name Clearance Fee
Approximately BDT 100–500 per proposed name, paid at the application stage.
2. Stamp Duty on the MoA
BDT 2,000 (flat) for the Memorandum of Association.
3. Stamp Duty on the AoA — Based on Authorised Capital
| Authorised Capital | Stamp Duty on AoA |
|---|---|
| Up to BDT 40,00,000 | BDT 10,000 |
| BDT 40,00,001 to BDT 12,00,00,000 | BDT 30,000 |
| Above BDT 12,00,00,000 | BDT 50,000 |
4. Registration and Document Filing Fees
Filing fees are charged per document submitted:
| Number of Documents | Total Filing Fee |
|---|---|
| 6 documents (5 forms + MoA/AoA) | BDT 1,200 |
| 8 documents (7 forms + MoA/AoA) | BDT 1,600 |
| 9 documents (8 forms + MoA/AoA) | BDT 1,800 |
Registration fees are charged at BDT 200 per document, calculated based on the total count of forms and constitutional documents submitted.
Approximate minimum total cost for a Private Limited Company with authorised capital up to BDT 40 lakh: approximately BDT 13,500–15,000 in government fees (name clearance + MoA stamp + AoA stamp + filing fees). Professional fees to lawyers or consultants handling the process are separate and additional.
Always run the RJSC fee calculator at app.roc.gov.bd before preparing your bank payment slip. Underpaying fees — even by a small amount — will cause your submission to be rejected, adding days or weeks to your timeline.
Step 4 — RJSC Submission: How to File Your Application
The RJSC submission process for a Private Limited Company follows these steps:
- Log in to your account at app.roc.gov.bd (RJSC login)
- Select “New Company Registration”
- Upload all signed and scanned documents: MoA, AoA, Form IX, Form XII, subscriber sheet, office address proof, NID/passport copies
- For companies with foreign shareholders: upload the Encashment Certificate
- Calculate total fees using the RJSC fee calculator
- Make payment through the online payment portal or treasury challan at a designated bank
- Attach payment confirmation/slip to the RJSC submission
- Submit the application and note your unique Submission Number
Tracking Your RJSC Submission Status
Once submitted, you can track your RJSC submission status in real time through the portal. Use your unique submission number — issued at the point of filing — to check the current status of your application.
RJSC submission status stages typically progress as follows:
| Status | Meaning |
|---|---|
| Submitted | Application received by RJSC |
| Under Review | Documents being checked by RJSC officers |
| Query Raised | RJSC has flagged an issue; action required from applicant |
| Approved | All documents verified; certificate being prepared |
| Certificate Issued | Certificate of Incorporation is ready for download |
You can check your RJSC submission status at any time by visiting app.roc.gov.bd, entering your submission ID or registered company name.
If a query is raised — which typically happens because of a missing document, name inconsistency, or incorrect fee — you must respond promptly. Unanswered queries stall the application and can ultimately result in rejection, requiring a fresh RJSC submission.
What You Receive After Successful RJSC Registration
Once your application is approved, RJSC issues the following official documents:
- Certificate of Incorporation — Proof that your company exists as a legal entity in Bangladesh, carrying a unique Company Registration Number
- Certified copy of the MoA and AoA — Official copies for banking, regulatory, and commercial use
- Form XII Acknowledgement — Confirming your directors on record
The Certificate of Incorporation is now issued digitally through the portal and can be downloaded directly after your RJSC login.
Typical timeline:
- Local (Bangladeshi) companies: 7–10 working days from complete submission
- Foreign-invested companies: 20–30 working days, accounting for BIDA and Bangladesh Bank involvement
Post-Registration: What Comes After RJSC?
Incorporating with RJSC Bangladesh gives your business a legal identity — but it does not give you permission to operate. After receiving your Certificate of Incorporation, you must obtain:
| Next Step | Authority | Purpose |
|---|---|---|
| Trade Licence | City Corporation / Union Parishad | Permission to conduct business |
| Business TIN (e-TIN) | National Board of Revenue (NBR) | Tax identification |
| BIN (VAT Registration) | NBR | VAT compliance |
| Import/Export Licence (IRC/ERC) | CCI&E | For international trade only |
| BIDA Registration | BIDA | Mandatory for manufacturing; optional for services |
| Bank Account (Corporate) | Any scheduled bank | Required for all business transactions |
For foreign-invested companies, BIDA registration is mandatory for manufacturing operations and required for obtaining work permits for expatriate employees. The foreign to local employee ratio is 1:20 for industrial projects and 1:5 for commercial projects.
Annual Compliance Obligations — RJSC Return Filing
Registering your company with RJSC is not a one-time event. Every registered company must meet ongoing statutory filing obligations under the Companies Act 1994. Failure to comply attracts financial penalties for both the company and its directors personally.
Annual General Meeting (AGM) Requirements
Every company must hold its first AGM within 18 months of the date of incorporation. Thereafter, no more than 15 months can elapse between consecutive AGMs.
If the company cannot hold an AGM on time, it may apply to RJSC for an extension of up to 2 months, subject to approval and additional fees.
Annual Return Filing (Schedule X)
After each AGM, the following documents must be filed with RJSC Bangladesh:
| Document | Deadline |
|---|---|
| Schedule X (share capital summary + shareholder/director list) | Within 21 days of AGM |
| Audited Balance Sheet | Within 30 days of AGM |
| Profit & Loss Account (or Income & Expenditure Account) | Within 30 days of AGM |
| Form 23B (Notice by Auditor) | Within 30 days of auditor’s appointment |
Returns for Changes in Corporate Structure
Whenever there is a change in company details, a specific form must be filed with RJSC within the prescribed time:
| Change | Form | Deadline |
|---|---|---|
| Change in directors | Form XII | Within 14 days |
| New director consent | Form IX | Within 30 days |
| Increase in share capital | Form IV | Within 15 days |
| Share allotment | Form XV | Within 30 days |
| Change in registered office | Form VI | Before the change takes effect |
| Special/extraordinary resolutions | Form VIII | Within 15 days |
| Share transfer | Form 117 | On completion |
| Consolidation/division of shares | Form III | Within 15 days |
All annual returns and change-related RJSC submissions are made through the online portal following the standard RJSC login procedure.
Financial Audit Requirement
Every registered company in Bangladesh — regardless of size or activity level — is legally required to have its financial statements audited annually by a licensed Chartered Accountant (CA) firm registered with ICAB. An unaudited set of accounts cannot be laid before the AGM, and without AGM accounts, the annual return cannot be filed.
This is a compliance point that is frequently overlooked by smaller companies — particularly dormant ones. Being dormant does not exempt you from the audit and filing requirement.
RJSC and Foreign Company Registration in Bangladesh
Foreign companies can operate in Bangladesh through three main structures, all registered through RJSC bd:
| Structure | Purpose | BIDA Required? |
|---|---|---|
| Subsidiary (Private Ltd) | Full business operations | For manufacturing |
| Branch Office | Revenue-earning operations | Yes |
| Liaison/Representative Office | Non-revenue market entry | Yes |
Foreign investors enjoy 100% foreign ownership rights in most sectors. The foreign shareholder must remit their capital contribution to a temporary bank account in Bangladesh, and the bank will issue an Encashment Certificate — which is a mandatory attachment in the RJSC submission for any company with foreign shareholders.
For the 2025 registration environment, BIDA has also streamlined approvals, but the RJSC remains the single gateway for the Certificate of Incorporation regardless of the ownership structure.
RJSC Name Clearance vs RJSC Name Search — What’s the Difference?
These two terms cause frequent confusion among first-time registrants:
RJSC Name Search is a free check you perform on the portal to see whether your desired company name is already registered or reserved by another entity. It is informal and advisory — it does not reserve the name.
RJSC Name Clearance is the formal application and fee-paid process through which RJSC officially confirms that your proposed name is available, unique, and permitted under Bangladesh company law. Only after obtaining the Name Clearance Certificate can you proceed to incorporate.
Think of the RJSC name search as a preliminary scan and the RJSC name clearance as the legally binding reservation.
RJSC Bangladesh — Quick Reference Summary
| Task | Portal | Timeline |
|---|---|---|
| RJSC login / account creation | app.roc.gov.bd | Immediate |
| RJSC name search | app.roc.gov.bd | Instant |
| RJSC name clearance | app.roc.gov.bd | 1–2 business days |
| RJSC fee calculator | app.roc.gov.bd/psp/fee_calculator | Instant |
| RJSC submission (local company) | app.roc.gov.bd | 7–10 working days |
| RJSC submission (foreign company) | app.roc.gov.bd | 20–30 working days |
| RJSC submission status check | app.roc.gov.bd | Real-time |
| Annual return filing (Schedule X) | app.roc.gov.bd | Within 21 days of AGM |
| Official information website | www.roc.gov.bd | Reference |
Common RJSC Mistakes That Delay or Derail Registration
Having helped clients navigate RJSC Bangladesh submissions for over a decade, these are the errors I see most frequently:
1. Applying for name clearance before documents are ready. The 30-day window is shorter than it looks when you factor in legal drafting, director signatures, and stamp procurement.
2. Choosing an authorised capital far above the paid-up capital without considering the stamp duty impact. Higher authorised capital means significantly higher AoA stamp duty, paid upfront even if you never issue those shares.
3. Incorrect or inconsistent director/shareholder information across the MoA, AoA, Form IX, and Form XII. RJSC officers check for consistency across all documents; any mismatch triggers a query.
4. Missing the encashment certificate for foreign shareholders. Without it, the RJSC submission will be rejected regardless of how complete everything else is.
5. Not filing annual returns after incorporation. Many founders treat RJSC as a one-time step. The annual filing obligation — Schedule X, Balance Sheet, P&L, Form 23B — is ongoing and carries penalties for directors personally, not just the company.
6. Assuming dormancy means no filing. A dormant company still holds its registration, and RJSC still expects annual returns. An audited nil-transactions set of accounts is still a valid set of accounts.
Final Word from the Author
The RJSC Bangladesh portal has transformed enormously over the past five years. The shift to online applications, digital certificate issuance, and real-time RJSC submission status tracking has removed much of the friction that once made company registration in Bangladesh a slow, in-person process.
But the underlying legal framework — the Companies Act 1994, the required forms, the filing deadlines, the audit obligations — has not changed. In my experience across Bangladesh and the UK, the clients who run into regulatory trouble are almost never those who struggled with the initial registration. They are the ones who registered successfully, then lost track of their annual AGM obligations, missed three years of RJSC filings, and found themselves unable to execute a corporate transaction because their company was in default.
Register once. Comply every year. Use the RJSC fee calculator and portal tools they have built — they are genuinely useful. And if you are unsure at any stage, get professional advice before you submit, not after.
For official RJSC guidelines, forms, and FAQs, visit roc.gov.bd or the e-Service portal at app.roc.gov.bd. For the RJSC fee calculator, visit app.roc.gov.bd/psp/fee_calculator.
© Md Rakib Hassan. This article is for informational purposes only and does not constitute legal advice. Seek professional guidance for your specific company registration or compliance situation.
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