How to Incorporate a Joint Venture in Bangladesh

A joint venture brings together one or more foreign investors and one or more Bangladeshi investors in a shared company, enabling collaboration in fields that restrict foreign equity participation. Partners maintain the equity ratios mandated for their sector — for example, foreign equity in freight forwarding is capped at 40 percent, while up to 100 percent foreign ownership is permitted in most other fields. Certain reserved sectors, including arms, forest plantation, nuclear energy and security printing, remain closed to foreign participation.

A well-drafted joint venture agreement is the cornerstone of the partnership, setting out the capital contributions, management rights and profit-sharing of each party. The agreement must be executed with the proper stamp duty affixed. Where it is signed abroad, it must first be consularised and attested by the Bangladeshi Embassy and the relevant foreign ministry before stamp duty is applied in Bangladesh.

Registration follows the standard four stages: name clearance from the RJSC (around three working days, valid six months); preparation of the Memorandum and Articles of Association with Forms I, VI, IX, X and XII; opening a temporary bank account and obtaining the encashment certificate; and filing the executed documents with the Registrar. Full incorporation typically takes two to three weeks from the date of submission, after which the usual post-registration approvals are obtained.