Foreign Company and Branch Office Setup in Bangladesh
Advice for any foreign company setting up a branch, liaison or project office in Bangladesh, covering the choice of presence, Invest Bangladesh permission, RJSC registration, bank accounts, tax, staff permits, renewals and eventual closure, in a clear and workable sequence.
- Scoping the presence
- Documents and permission
- Registration and set-up
- Ongoing compliance
Establishing a foreign company presence in Bangladesh
A foreign company that wants a presence in Bangladesh has three broad choices: incorporate a local subsidiary, open a branch office of the parent, or open a liaison or representative office that does not trade. Project offices for contractors on specific contracts are a further variant. Each route carries different permissions, tax consequences, banking rules and limits on what the office may do. We advise overseas groups on choosing and establishing the right structure, as part of our corporate practice in Bangladesh, and on keeping it compliant until it is expanded, converted or closed.
Permission for branch, liaison and similar offices was historically granted by the Bangladesh Investment Development Authority. Since 23 August 2026, BIDA, BEZA and the PPP Authority have been merged into Invest Bangladesh under the Invest Bangladesh Act 2026, so new applications, renewals and amendments now go to the merged authority. Offices in export processing zones or hi-tech parks may deal instead with BEPZA or the Hi-Tech Park Authority, which remain separate. Existing permissions generally continue, but procedures and forms are still settling, so we confirm the current requirements with the authority before a foreign company files anything.
Permission is only part of the process. A foreign company with a place of business in Bangladesh must also deliver prescribed documents to the Registrar of Joint Stock Companies and Firms under the Companies Act 1994, including its constitutional documents and details of its directors and local representative. The office then needs a bank account with an authorised dealer bank, documented inward remittances for its set-up and running costs, tax and VAT registration, a trade licence and premises suitable for the activity. Getting these steps in the right order avoids delays at the bank and difficulties with remittances later.
The choice between a branch, a liaison office and a subsidiary is often the most important decision. A liaison office is generally limited to promotion, communication and coordination for the parent and cannot earn income locally, while a branch may carry on permitted business and is taxed on its Bangladesh profits. A subsidiary is a separate legal person with limited liability and wider operating freedom, but it brings its own governance and reporting duties. We compare these routes against the foreign company's plans, sector rules, contracts and exit options before any application is prepared.
Barrister Tahmidur Rahman and Barrister Remura Meheruba Mahbub advise on market entry, foreign investment and corporate structuring, and Barrister Mahbub is also a solicitor of England and Wales (non-practising). We work with counsel in the UK, US, UAE, China, India and Singapore, so that board resolutions, powers of attorney and legalised documents from the parent meet Bangladesh requirements first time. Our office is in Mohakhali DOHS, Dhaka. A foreign company considering a Bangladesh office can arrange an initial discussion through our Dhaka contact page, and we can usually outline the likely route after a short review.
Core workstreams
Four clear stages
- 01Scoping the presence
- 02Documents and permission
- 03Registration and set-up
- 04Ongoing compliance
Talk to a partner
Consultations in Dhaka or by video. Scope, team and fees are agreed in writing first.
Book →How we help overseas groups establish a presence
Choosing the right structure
- Scoping the presence
- Documents and permission
- Registration and set-up
- Ongoing compliance
Invest Bangladesh office permission
- Scoping the presence
- Documents and permission
- Registration and set-up
- Ongoing compliance
RJSC filings and corporate record
- Scoping the presence
- Documents and permission
- Registration and set-up
- Ongoing compliance
Banking, remittances and tax
- Scoping the presence
- Documents and permission
- Registration and set-up
- Ongoing compliance
Staff, premises and licences
- Scoping the presence
- Documents and permission
- Registration and set-up
- Ongoing compliance
Renewal, conversion and closure
- Scoping the presence
- Documents and permission
- Registration and set-up
- Ongoing compliance
Choosing the right structure
We compare a branch, liaison office, project office and subsidiary against the intended activities, contracting model, revenue, staffing and sector rules. We explain what each structure may and may not do, how it is taxed, what approvals it needs and how it can later be converted or closed, so that the foreign company chooses a structure that fits its actual plans rather than a label. We set out the comparison in a short note the board can approve.
Invest Bangladesh office permission
We prepare applications for branch, liaison and project office permission to Invest Bangladesh, or to BEPZA or the Hi-Tech Park Authority where relevant. This covers the parent's constitutional documents, financial statements, board resolutions, the proposed activities, office plan and local representative. We respond to queries from the authority and review the conditions in the permission letter before the office begins any activity. Some conditions, such as remittance deadlines, start running immediately.
RJSC filings and corporate record
We prepare and file the documents a foreign company must deliver to the Registrar of Joint Stock Companies and Firms, including certified constitutional documents, director details and the name of the person authorised to accept service. We also manage later filings on changes to directors, address or name, and keep the corporate record consistent with the investment permission and bank records. Inconsistent records are a common cause of delay at renewal.
Banking, remittances and tax
We coordinate account opening with an authorised dealer bank, the initial and ongoing inward remittances that fund the office, and the encashment records banks expect. We advise on income tax and VAT registration, withholding on payments, branch profit remittance and the tax position of a liaison office, so that the office can pay staff, landlords and suppliers lawfully from the outset. We also advise on charges between the parent and the office.
Staff, premises and licences
We advise on visas and work permits for expatriate managers, local employment contracts under the Bangladesh labour laws, office leases and the trade licence. Where the activity is regulated, for example in energy, telecommunications, finance or healthcare, we identify sector licences that sit alongside the office permission and confirm whether the foreign company can hold them through a branch at all. Some licences require a locally incorporated company.
Renewal, conversion and closure
Office permissions are usually granted for a fixed period and need timely renewal with supporting accounts and remittance evidence. We handle renewals, changes of activity or address, conversion of a branch or liaison office into a subsidiary, and closure, including clearing tax, settling staff claims, closing bank accounts, repatriating remaining funds and filing the final notices with the registrar. We keep the parent informed at each stage.
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Corporate & Finance matters at TRW are led by partners, supported by associates, with one responsible lawyer from first advice to final outcome.
Meet the firm →01Should a foreign company open a branch, a liaison office or a subsidiary in Bangladesh?
It depends on what the office will do. A liaison office suits market research, promotion and coordination with local customers or suppliers, but it generally cannot sign sales contracts or earn income in Bangladesh. A branch can carry on permitted business, but the parent remains directly liable for its obligations and the branch is taxed on its local profits. A subsidiary offers limited liability and the widest operating freedom, but needs shareholders, directors and full corporate compliance. We usually recommend a subsidiary where the foreign company expects long-term trading in Bangladesh.
02Which authority grants branch and liaison office permission now that BIDA has merged?
BIDA no longer exists as a separate body. Since 23 August 2026, its functions have sat with Invest Bangladesh, created under the Invest Bangladesh Act 2026 by merging BIDA, BEZA and the PPP Authority. New applications, renewals and amendments for branch, liaison and project offices therefore go to Invest Bangladesh. Offices in export processing zones or hi-tech parks may fall under BEPZA or the Hi-Tech Park Authority instead. Permissions issued before the merger generally remain valid for their term, but the next renewal or change will be handled by the merged authority, whose procedures are still being finalised.
03What documents does a foreign company need to apply for an office permission?
The authority typically expects the parent's certificate of incorporation and constitutional documents, recent audited financial statements, a board resolution approving the Bangladesh office, details of the proposed activities, the local representative and the office plan, and a power of attorney for the person filing. Documents issued abroad usually need notarisation and legalisation or apostille, depending on the country, followed by attestation in Bangladesh. Translations are needed for documents not in English. Gaps in these papers cause most delays, so we review the foreign company's draft set before anything is signed or legalised.
04Can a liaison office earn income or sign contracts in Bangladesh?
Generally no. A liaison office is expected to limit itself to activities such as promoting the parent's products, gathering market information, coordinating with customers and suppliers, and supporting the parent's contracts without concluding them locally. Its costs are normally met by inward remittances from the parent rather than local income. If the office in practice negotiates and concludes sales, issues invoices or provides services for a fee, it risks breaching its permission and may create a taxable presence for the parent. We review the planned activities and staff roles against these limits before the office opens.
05How are branch profits taxed and can they be sent to the parent?
A branch is taxed in Bangladesh on the income attributable to its Bangladesh business, broadly at the rates that apply to companies, and it must keep accounts, file returns and handle withholding on its own payments. After tax, branch profits can generally be remitted to the head office through the authorised dealer bank, subject to the foreign exchange rules, audited accounts and supporting documents. Charges from the head office to the branch need care, because deductibility and remittance both depend on documentation. We plan the foreign company's tax and remittance position before the branch begins trading.
06How long does it take to set up a foreign company office in Bangladesh?
Timing depends mainly on how quickly the parent can produce legalised documents and on the authority's processing of the permission. Once permission is granted, the RJSC filing, bank account, inward remittance, tax registration and trade licence follow, and each takes some time. Work permits for expatriate staff come after the office exists. Invest Bangladesh is still settling into its new role in 2026, so we do not quote fixed service times. Instead we prepare a step-by-step plan for the foreign company that shows dependencies, so that leases and hiring are not committed too early.
07Does a foreign company with a project office need a separate permission for each contract?
Project offices are usually linked to a specific contract, often with a government agency or a major project sponsor, and the permission generally reflects that contract's scope and term. A foreign company working on several projects may therefore need to consider whether one office can cover them, whether separate permissions are needed, or whether a subsidiary would be more practical. Contract documents, tax withholding by the employer, customs on imported equipment and expatriate permits all depend on how the presence is set up. We review the contracts and recommend a structure before mobilisation begins.
08What happens when a foreign company wants to close its Bangladesh office?
Closing an office is a formal process rather than simply stopping work. The foreign company normally needs to notify the investment authority, settle tax liabilities and obtain the relevant clearances, pay staff entitlements under the labour laws, terminate leases and supplier contracts, and close bank accounts after any remaining funds have been repatriated with the authorised dealer bank. Notices also need to be filed with the Registrar of Joint Stock Companies and Firms. Incomplete closures can leave the parent exposed to later tax or regulatory claims. We prepare a closure checklist and manage each step to completion.
From first call to resolution.
- 01
Scoping the presence
We review the intended activities, contracts, staff and revenue model, confirm sector rules and recommend whether the foreign company should open a branch, liaison office, project office or subsidiary, with a written plan of approvals. The plan lists every document the parent must supply.
- 02
Documents and permission
We prepare the board resolutions, powers of attorney and application, coordinate legalisation of the parent's documents abroad, and file and follow up the office permission with Invest Bangladesh or the relevant zone authority. We handle queries until permission is issued.
- 03
Registration and set-up
We complete the RJSC filings, open the bank account, receive the first inward remittance, register for tax and VAT, obtain the trade licence and arrange work permits for expatriate managers before operations begin. Each step is recorded for later renewals.
- 04
Ongoing compliance
We diarise renewals and reporting, update records when directors, activities or addresses change, and advise on profit remittance, conversion to a subsidiary or closure as the foreign company's plans for Bangladesh develop. We review the position at least once a year.
“Demonstrates an extraordinary command over both domestic litigation and international arbitration.”
The Legal 500 Asia Pacific, Bangladesh: Dispute resolution, client feedback
Related reading.
Foreign Company Registration in Bangladesh: Legal Framework and 2026 Process

How to Invest in Bangladesh Legally (2026): Step-by-Step Guide for Foreign Investors

Company Tax Registration in Bangladesh 2026: e-TIN, BIN, Trade Licence and First Returns

Capital Repatriation in Bangladesh: Foreign-Exchange Controls in 2026
All insights →
Does a foreign company need a local partner to open an office in Bangladesh?
Is there a minimum remittance for a branch or liaison office?
Can a branch office import goods or bid for public tenders?
Do expatriate staff of a foreign company office need work permits?
Can a branch office later be converted into a subsidiary?
What ongoing compliance applies to a Bangladesh branch or liaison office?
Does the Personal Data Protection Act 2026 apply to a foreign company office?
How can disputes involving a Bangladesh branch be resolved?
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