One Person Company (OPC) Registration in Bangladesh

  • Post category:Bangladesh

One person company registration process in Bangladesh is now allowed as the government has taken various actions to modify the Companies Act of 1994 to allow one person company (OPC). One individual is the only shareholder of an OPC. 

In other regions of the world, OPC is a well-known organization. But in Bangladesh, the idea is brand-new. Instead of being treated as a single proprietorship, OPC will have all the advantages of a registered corporation.

In this article, we will go through the one person company registration process in Bangladesh in detail, along with a few benefits of OPC.

One Person Company Registration Process in Bangladesh


A one person company (OPC) is a relatively recent business structure in Bangladesh. There is just one stockholder in the business. In the event of the major shareholder’s demise, there must be a nominee. The business will be given to the candidate upon death.


The minimum paid-up capital for a one-person corporation in Bangladesh is 25 lakh taka, as suggested by section 392C. 5 crore taka is the upper limit.

The yearly turnover must range from 1 to 50 crore taka. 

However, the only shareholder is required to change the business into a private limited company if the sum grows.

Memorandum and Articles of Association as required by Section 392A.


A single individual may create an OPC and sign the memorandum in accordance with section 392B. In both the OPC Memorandum and the Articles of Association, there must be one or more candidates. OPC registration is limited to one individual only.


OPC in Bangladesh has a single stakeholder, as the name implies. This one stakeholder will serve as the company’s manager, secretary, and director. It might be managed by hiring additional staff.

Board meetings

Section 392F stipulates that the board must meet at least once every six months.

Balance Sheet

An OPC is required to disclose its financial statement to the public and submit it to the Registrar at the end of each fiscal year. The revenue and cost or profit and loss must appear on the balance sheet. The director must affix their signature to this balance sheet.


1) For Registration

The prerequisites for one person registration process in Bangladesh are as follows:

  • National ID Card
  • Passport size  photo
  • TIN certification
  • Contact details
  • Email address
  • Signature

2) For Nominee

The paperwork needed by the nominee is the same paperwork needed by the individual who registered the one person company. To be entitled to the business upon the death of the original owner, the candidate must be at least 18 years old.


Step 1: Name clearance

To start a business, you should first get name clearance for the desired company name. You must create a username by going here. After this you will then be able to submit a name clearance application. You will be sent a bank payment slip and you must pay BDT 600 to the chosen bank using this form. Once you have paid, you must sign into your account on the RJSC website. From the date of clearing, a name that has been granted will be held for one month. Just before the name is set to expire, you can seek an extension.

Step 2: Open bank account

Only if the prospective firm has foreign shareholders is this step appropriate.

You must create a bank account with any Bangladeshi scheduled bank in the suggested company name. You must deposit funds into the account once the account has been opened in an amount equivalent to the shares that the foreign shareholder must possess outside of Bangladesh. The Encashment Certificate that RJSC needs in order to incorporate will be issued by the Bank.

Step 3: Company registration

Fill out the RJSC website with all the necessary data. Additionally, you must upload a Subscriber Page and Form IX. When everything is done, you will be given a bank payment slip to pay the registration costs and stamp tax.

After completing the bank transaction, you are finished with the company registration.

Post-Registration Formalities

After registration, to receive the incorporation certificate, you must now follow up with the RJSC. The information and papers will be examined by RJSC personnel. If they are content, they will provide these digitally signed documents:

  • Certificate of incorporation: A Certificate of Incorporation for the business will be issued by RJSC. The certificate will include the name of the firm, the date of establishment, and the company registration number.
  • MOA and AOA
  • Form XII: The list of directors’ contact information may be found on Form XII.

Some more materials are almost required in order to register (create a corporation) in Bangladesh, such as:

  • Certificates of ownership for each shareholder
  • Register for directors, stockholders, and other positions
  • Common corporate seal for the business


1) Easy incorporation

A one-person company allows someone to launch a business with a minimal amount of compliance. Only one member and one nominee are needed for OPC to be incorporated. 

2) Complete control

Due to the fact that it is a one-person business, just that one person has full control. As there won’t be any divergent viewpoints, decision-making becomes quick and simple, making it simple to administer and manage the company.

3) Small-scale industries

The advantages offered to small-scale businesses, such as simple finance, little compliance, loans with cheaper interest rates, etc., are also available to one person companies.

4) Ease in funding

Financial institutions, capital enterprises, and other investors are all possible funding sources for the OPC. The OPC can transform into a private firm in order to increase its funding from outside sources.

5) Greater credibility

OPC has more credibility since its accounts are audited yearly due to the fact that it is owned by a single individual.

6) Growth

The One Person Company is entirely based on a Centralised Management System that drives the Company towards attaining considerable growth and a larger contribution to the economy of our nation.

7) Stability

Because just one person is in charge of the entire company, there is no chance of a conflict of interest among the shareholders. This gives businesses more stability.


It’s a good thing that Bangladesh has this new organization. The beneficial development will aid in the expansion of the Bangladesh economy. Many entrepreneurs in Bangladesh will profit from the services offered by a one person company.

Do you intend to incorporate a business in Bangladesh? Reach out us for more information.


Who is eligible to apply for an OPC?

According to the requirements of the Ministry of Corporate Affairs, OPC business registration is only open to Bangladesh residents, and even then, only one at a time.

What conditions must an OPC meet in order to be approved?

All such companies are required to keep accurate books of accounts, file annual and income tax reports to the RoC, and adhere to statutory audit requirements.

How much capital is needed to launch an OPC?

A private limited company and an OPC both require the same amount of capital. It requires at least $25,000 in paid-up authorised capital, ranging from $50,000 to $5,000,000.

Can I launch more than a single OPC at once?

No, a person can only develop one OPC at once. This regulation also applies to the OPC nominee.

How many directors may an OPC have?

There are restrictions on an OPC. The company’s sole shareholder and director is the individual who founded it. There is also a nominated director, but this individual has absolutely no authority to solicit equity investments or grant staff stock options.

The nominee’s sole purpose is to step in should the director pass away or become unable. The candidate, who may be your spouse, parents, or siblings, is picked by the director. During registration, the nominee will have to show identity proof.