Register a Foreign Company in Bangladesh

How to Register a Foreign Company in Bangladesh

Starting a business in Bangladesh as a foreign company can feel exciting, but also, a bit confusing when you don’t know what steps to take or where to go first. Many foreign investors face delays just because they miss a small step or don’t know the process well. That’s why learning how to register a foreign company in Bangladesh the right way can save you a lot of time and stress.

Simply put, registering a foreign company in Bangladesh means completing all legal steps with the right government offices so your company can officially do business here. It includes name clearance, document submission, approvals, and getting your tax number. 

In this blog, we’ll go step by step, from what to prepare to what happens after registration, so you can clearly understand the process and avoid any surprises along the way.

Why Registration Matters & Types of Foreign Presence

You need legal permission so you can operate lawfully, hire, open bank accounts, bring in money, and get incentives. There are different ways a foreign company can be present in Bangladesh.

TypeWhat it allows you to do / not doKey limitations
Branch OfficeOperate commercially. You can do import/export, generate income locally, and sign contracts.Parent company is liable for debts; restrictions via BIDA & Foreign Exchange rules.
Liaison / Representative OfficeOnly non-commercial: promote parent company, market research, liaison.Cannot earn local income; cannot do full business/trading operations.
Project OfficeIf you have a contract/project in Bangladesh (for example, a construction project), you can open an office to carry out project-specific work.Limited life (for project duration); need special permission; restricted scope.

Legal Framework & Key Authorities

Law is mostly under the Companies Act, 1994, the Foreign Exchange Regulation Act, 1947, and BIDA’s guidelines. You deal with RJSC (Registrar of Joint Stock Companies & Firms), BIDA (Bangladesh Investment Development Authority), Bangladesh Bank for foreign exchange.

  • Companies Act, 1994: governs how companies and foreign firms register.
  • Foreign Exchange Regulation Act, 1947: controls remittance of foreign capital, profit, etc.
  • BIDA Act, 2016: investment promotion, approval of foreign branch/liaison, etc.
  • RJSC: register entities, issue certificates (incorporation, filing, etc.).
  • Bangladesh Bank: especially through its Foreign Exchange Investment Department (FEID) for cross-border monetary matters.

How to Register a Foreign Company in Bangladesh: Full Step-By-Step Process

Here is the full flow from the start (decision to enter) to being fully legal and compliant in Bangladesh.

Step 1: Decide Structure & Understand What Permissions You Need

Decide whether you will set up a branch office, liaison office, or project office. This decision affects which documents, permissions, time, and cost.

  • If you want to do commercial operations (sell, buy, employ, etc.), a branch is best.
  • If only non-commercial, use liaison.
  • Check if the sector has special regulations (e.g., import of restricted goods, financial services).

Step 2: BIDA Permission / OSS Portal Application

You must apply to BIDA through the One-Stop Service (OSS) portal. For a branch, liaison, or representative office, you must get permission first.

Documents required (branch/liaison / representative office) include (from BIDA):

  • Memorandum & Articles of Association of the parent company. 
  • Names & nationalities of directors/investors of the parent. 
  • Board resolution deciding to open the office and who will manage it. 
  • Audited financial statements of the parent (last one or two years). 
  • Details of the activities of the parent company and what the office in Bangladesh will do. 

Other steps at this stage

  • Use the BIDA OSS portal. 
  • Pay registration/permission fee. The fee depends on the proposed investment amount or the nature of the office. 
  • The Inter-Ministerial Committee reviews the application. 

Timelines

  • If all documents are correct, BIDA gives permission in 1 day for regular industrial/joint-venture/foreign projects. 
  • For branch/liaison /representative offices, the Inter-Ministerial Committee meets about twice a month. So expect around 1 month if no hiccups. 

Step 3: Deposit Foreign Capital / Encashment Certificate (If Required)

You may need to bring the required foreign remittance (capital) into Bangladesh and get a certificate from a scheduled bank.

  • For branch/liaison /representative offices, you must remit US$50,000 or equivalent (or more if BIDA specifies) within 2 months of permission. 
  • The bank issues an Encashment Certificate confirming the inflow of money. Save this. It’s needed for BIDA, RJSC, etc.

Step 4: Notify Bangladesh Bank & Fulfil Foreign Exchange / Reporting Requirements

Once you have BIDA permission and capital remitted, you need to report to the Bangladesh Bank under the Foreign Exchange Regulation Act.

  • Notification to the Bangladesh Bank within 30 days after obtaining BIDA permission. 
  • Bangladesh Bank will monitor the foreign currency accounts, remittance of profits, etc. Branch or liaison offices must abide by the conditions in the permission letter and foreign exchange guidelines. 

Step 5: Register with RJSC (If Required)

After BIDA permission (for branch/liaison, etc.), you must register a “filing” with RJSC. For a fully incorporated local company (if you choose to register a Bangladeshi company rather than a branch), you follow the full incorporation steps.

For branch/liaison:

  • Submit BIDA permission letter, documents like MOA/AOA of parent, list of directors, authorized local representative, address, etc. 
  • Application within 30 days after BIDA permission. 

For a local company (100% foreign or joint venture):

  • You also go through RJSC’s usual steps: name clearance, prepare MOA & AOA, paid-up capital, director/shareholder info, registered office address, etc.

Step 6: Get Other Permits & Registrations

You need a trade license, TIN, and VAT (if necessary). Possibly sector-specific, environmental, import/export registration.

  • Trade license from the city corporation or municipal authority where the office/factory is located.
  • TIN (Tax Identification Number) from the National Board of Revenue (NBR).
  • VAT registration / BIN (Business Identification Number) if turnover or type of business requires.
  • Import/Export Registration Certificate (IRC / ERC) if you will trade goods. 
  • If your sector is “controlled” (like pharmaceuticals, telecom, etc.), an additional No-Objection Certificate (NOC) from the relevant ministry is required.

Step 7: After You Are Operational – Compliance & Ongoing Obligations

Even after registration, you must follow the laws every year. File returns, audits, renew permissions, etc.

  • Renew branch/liaison office permission before expiry (usually every 3 years) via BIDA OSS. 
  • File documents with RJSC: annual returns, etc.
  • Maintain accounts/audits. Parent company audited statements may be needed.
  • Comply with Foreign Exchange terms: profit repatriation, bank reports.
  • Pay taxes: corporate income tax, withholding, VAT, etc.
  • If you use foreign nationals, get work permits. BIDA handles foreign work permits via OSS.

Fees & Costs to Register a Foreign Company in Bangladesh: What You Should Budget For

There are government fees (BIDA, RJSC, stamp duties, etc.), bank costs, legal/advisory costs, translation, document attestation, and remote costs for foreign company registration.

Here are tables with known fees:

Authority / ServiceCost (BDT)Notes
BIDA Registration or Permission FeeBDT 5,000 up to 100,000 depending on the amount of investment (for projects) + 15% VAT.Required for branch, liaison, or project offices; depends on investment amount.
Liaison / Representative Office Permission FeeBDT 25,000For liaison or representative offices; standard BIDA fee.

Other Costs

Trade License5,000 – 30,000, depending on city and business type.
Legal / Consultant / Document Attestation & Translation20,000 – 100,000+, depending on how complex, the number of documents, and whether documents from abroad need embassy attestation.

Timeline Chart During the Registration Process of a Foreign Company in Bangladesh

Register a Foreign Company in Bangladesh

Here is what a typical timeline might look like if everything is smooth:

StepDuration Estimate
BIDA Permission (branch/liaison)~ 1 to 4 weeks (committee meetings, etc.)
Remitting Capital & Getting Encashment Certificate~ 1-2 weeks, depending on the bank & foreign remittance time
Notification to Bangladesh Bankwithin 30 days of permission
RJSC Filing / Registration of branch/liaisonWithin ~ 1 week after BIDA permission + documents
Getting Trade License, TIN, VAT, etc.~ 1 – 2 weeks (can overlap with other steps)
Full readiness (office, staff, bank account, etc.)~ 4-8 weeks total (if all goes well)

If there are delays (document attestation, incomplete forms, sector-regulatory clearances), it might take 2-3 months.

Common Pitfalls & How to Avoid Them

  • Documents from a foreign country are not properly attested or translated.
  • Missing audited financials or out-of-date accounts of the parent company.
  • Not following the capital remittance timeline (50,000 USD or more within 2 months). Could cause loss of permission. 
  • Missing or late notifications to the Bangladesh Bank.
  • Not renewing office permission before expiration (2 months before expiry is often required). 
  • Not getting trade licenses or VAT, etc., can lead to penalties.

Sample Checklist: Foreign Branch / Liaison Setting Up – What to Have Ready

uncheckedMOA/AOA of parent company (attested).

uncheckedCertificate of Incorporation of the parent.

uncheckedList of directors + nationalities + addresses.

uncheckedBoard resolution endorsing the opening of an office in Bangladesh.

uncheckedAudited financial statements of the parent.

uncheckedDetails of business activities inside & outside Bangladesh.

uncheckedOffice address (local).

uncheckedBank account arrangement.

uncheckedRemittance (US$50,000 or more) plan & encashment certificate.

uncheckedBIDA OSS application filled.

uncheckedRJSC filing after BIDA permission.

uncheckedTrade License, TIN, VAT, etc.

What Has Changed in 2025 / New Rules to Be Aware Of

New BIDA Guideline 2023 in action:

  • Bangladesh Investment Development Authority (BIDA) now follows the updated 2023 rules for setting up branch, liaison, representative, and project offices. That means the process, documents, and approval steps are slightly changed to make everything more transparent and better organized.

Mandatory BIDA registration for foreign projects:

  • If a foreign company wants to work on a government project, become a subcontractor, or handle any official contract, it must register with BIDA first. This is being strictly checked now.

Tighter rules for money and profits:

  • The Bangladesh Bank is now more careful about foreign exchange reports, profit transfers, and fund remittances. Companies must clearly show how money enters or leaves the country to keep things legal and transparent.

Protect Your Foreign Business in Bangladesh with Expert Legal Support

Starting or running a foreign company in Bangladesh can be tricky. You may face challenges with BIDA approvals, RJSC rules, or bank remittance for foreign capital. Foreign exchange regulations, profit repatriation, or sector-specific permissions can be confusing. Missing a step in registration or documentation can cause delays and extra costs.

I’m Nashir Ahmed Kushol, a corporate and business lawyer in Bangladesh with over 10 years of experience. I help foreign companies with BIDA registration, branch or liaison office setup, document preparation, tax compliance, and ongoing legal obligations.

I guide you step by step, make sure all approvals are done correctly, and keep your business fully legal and smooth in Bangladesh.

Book your consultation today and get your foreign company registered and fully compliant without stress!

Wrapping Up

So, coming to this point, we can assume that you now know how to register a foreign company in Bangladesh. Registering a foreign company in Bangladesh has many steps.

You start by choosing the structure (branch, liaison, etc.), then get BIDA permission via OSS. You likely will need to remit capital, get an encashment certificate, notify Bangladesh Bank, then register with RJSC and get all local licenses.

If you prepare all documents well, follow timelines, and know fees, you can do it smoothly in about 1-2 months (for many business types).
Besides, if interested, you can read this guide to learn more about how to start a business in Bangladesh in 2025.

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