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

How to invest in Bangladesh: the 2026 legal route for foreign investors

How to invest in Bangladesh is a different question in October 2026 than it was two years ago. The Invest Bangladesh Act 2026 has merged the Bangladesh Investment Development Authority (BIDA), the Bangladesh Economic Zones Authority (BEZA) and the Public-Private Partnership Authority (PPPA) into a single agency, repealed the One Stop Service Act 2018, and brought economic zones, free trade zones and PPP projects under one statute. Bangladesh Bank has rewritten its share-transfer and repatriation rules, an elected government has delivered its first budget, and the country's graduation from least developed country status, scheduled for November 2026, is now the subject of a deferral request before the United Nations.

This guide is written for foreign investors, founders and corporate development teams. It covers the entry routes (subsidiary, joint venture, branch or liaison office, EPZ enterprise, industrial area unit and PPP project), protection under the Foreign Private Investment (Promotion and Protection) Act 1980, foreign exchange rules in both directions, sector caps, incentives, work permits, investor visas and dispute protection, and closes with the mistakes we see most often.

Summary: Foreign investors can generally own 100 per cent of a Bangladesh business outside a short list of reserved and controlled sectors. The usual sequence is: choose the vehicle and location, check sector restrictions, incorporate with the RJSC or obtain office permission, bring capital through an authorised dealer bank, register with Invest Bangladesh or BEPZA, and then obtain tax, trade and sector licences, work permits and visas. Capital, profits and liquidation proceeds are protected by statute and can be repatriated through the banking channel.

Key point: Since 20 August 2026, the Invest Bangladesh Act 2026 governs the investment authority that replaced BIDA, BEZA and PPPA. Actions taken under the repealed laws are treated as taken under the new Act, and existing rules continue where they do not conflict with it, so legacy BIDA approvals and guidance remain relevant but must be read through the 2026 framework.

At a glance

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Table of Contents

How to invest in Bangladesh after the 2026 reforms

The most important change for anyone working out how to invest in Bangladesh is institutional. The Invest Bangladesh Act 2026 is Act No. 104 of 2026, dated 16 July 2026, and it took effect on 20 August 2026 under S.R.O. No. 307-Law/2026.[1] Section 66 repeals four statutes: the Bangladesh Economic Zones Act 2010, the Bangladesh Public-Private Partnership Act 2015, the Bangladesh Investment Development Authority Act 2016 and the One Stop Service Act 2018. It dissolves BEZA, the PPP Authority and BIDA, and transfers their assets, records and liabilities to the new Invest Bangladesh Authority.[1]

Invest Bangladesh began work on 23 August 2026, the first working day after the gazette notification. It operates under the Prime Minister's Office, is chaired by Ashik Chowdhury, who previously led BIDA and BEZA, and has stated that existing investor services continue without interruption.[2] The agency says it is implementing a framework to complete business licensing within 14 days, and that while economic zones remain the priority, projects outside zones can also be facilitated.[2]

Continuity of earlier approvals

Section 66(2) provides that anything done or any action taken under the repealed laws is deemed to have been done under the 2026 Act, and that pending proceedings are completed under it.[1] Regulations made under the repealed BIDA, economic zones and PPP statutes continue in force until replaced, but only to the extent they do not conflict with the new Act.[1] In practice, a BIDA registration, a BEZA unit approval or a work permit issued before August 2026 does not lapse, but every new application and amendment should be addressed to Invest Bangladesh. Our note on the Invest Bangladesh Act 2026 industrial-area framework analyses the statute in detail.

The Investment Summit and the reform track

The merger followed a period of visible reform. The four-day Bangladesh Investment Summit in April 2025, inaugurated by the then Chief Adviser, Professor Muhammad Yunus, drew around 450 potential investors, and BIDA reported US$260 million in foreign direct investment commitments within the first three days.[12] BIDA then launched BanglaBiz as an information portal on 28 September 2025 and upgraded it to a transactional single gateway in February 2026.[8]

The legal framework for foreign investment

Foreign investment law is spread across several instruments rather than one investment code, and knowing which instrument answers which question is the first step in learning how to invest in Bangladesh legally.

Foreign Private Investment (Promotion and Protection) Act 1980

Act XI of 1980 is the core protection statute.[3] It defines foreign private investment so as to exclude investment by foreign governments and their agencies, and it allows the Government to sanction industrial undertakings with foreign capital. Its key guarantees are:

• Treatment (section 4): fair and equitable treatment and full protection and security for foreign private investment.
• Stability and non-discrimination (section 5): the terms of a sanction may not be altered unilaterally to the investor's detriment, and foreign investment may not be treated less favourably than domestic private investment.
• Losses from unrest (section 6): the same indemnity, compensation or settlement as domestic investors for losses from civil commotion, insurrection or riot.
• Expropriation (section 7): only for a public purpose, against adequate compensation paid promptly and freely transferable, measured at market value immediately before expropriation.
• Repatriation (section 8): a guarantee of the transfer of capital, returns and liquidation proceeds, subject to the Government's right to act under applicable laws in exceptional financial and economic difficulties.[3]

Foreign exchange, company and sector law

The repatriation guarantee works through the foreign exchange regime. Bangladesh Bank's Foreign Exchange Investment Department administers foreign direct investment under the Foreign Exchange Regulation Act 1947, applying Chapter 9 of the Guidelines for Foreign Exchange Transactions 2018, now supplemented by its March 2026 master circular on share transfers.[4] [5] Companies are formed under the Companies Act 1994 through the Registrar of Joint Stock Companies and Firms (RJSC).[6] Export Processing Zones remain under the Bangladesh Export Processing Zones Authority (BEPZA), which the 2026 Act did not merge.[1] [7] Sector regulators apply their own licensing rules on top.

Direct, portfolio and angel investment

The same rules apply whether the investor is a multinational, a private equity fund or an individual angel. Shares can be issued to a non-resident against an inward remittance through the banking channel, or against imported capital machinery, without Bangladesh Bank's prior permission.[4] There is no separate angel investor licence. Pooled vehicles are different: private equity, venture capital and impact funds raised in Bangladesh are regulated by the Bangladesh Securities and Exchange Commission (Alternative Investment) Rules 2015, which set a minimum fund size of Tk 100 million and require sponsors to subscribe at least 10 per cent.[9] Our venture capital practice advises on both direct rounds and fund structures.

Choosing your entry route

Deciding how to invest in Bangladesh starts with the vehicle, because it decides what the business can lawfully do, how money moves and how cleanly the investor can exit. The table compares the main routes; on a phone, scroll it sideways.

Subsidiary company

A private limited company under the Companies Act 1994 is the standard vehicle for a trading, manufacturing or service business. It can be wholly foreign-owned outside restricted sectors. BIDA's published process involves name clearance with the RJSC, depositing the capital through a temporary Non-Resident Taka Account, and filing the memorandum and articles of association, and typically takes about five weeks.[6] BanglaBiz now bundles name clearance, the temporary bank account, incorporation, e-TIN and trade licence into a single Business Starter Package targeted at three working days.[8] See our guides to company registration in Bangladesh and private limited company registration.

Joint venture

There is no separate joint venture statute. A joint venture is normally a Bangladesh company with foreign and local shareholders, governed by its articles and a shareholders' agreement. Joint ventures are often required in practice, because certain activities, such as shipping agencies, courier services, advertising agencies, buying houses and for-profit education, require local ownership.[6] The shareholders' agreement should cover reserved matters, deadlock, transfer restrictions and an exit valuation method consistent with central bank rules. Our joint ventures practice structures these arrangements.

Branch, liaison and representative offices

A foreign company that does not want a subsidiary can apply for permission to open a branch, liaison or representative office. Applications are filed through the online one-stop service and are approved by an inter-ministerial committee at headquarters in Dhaka.[6] A liaison office is restricted to non-commercial activity such as promotion and coordination. A branch can carry on approved business, but its profits are not freely remittable: bank and insurance branches remit post-tax profits through their authorised dealer, while other branches need permission from the investment authority and Bangladesh Bank.[6] Our guide to foreign company registration in Bangladesh sets out the office permission process.

Export Processing Zone enterprise

BEPZA operates eight EPZs (Adamjee, Cumilla, Chattogram, Dhaka, Ishwardi, Karnaphuli, Mongla and Uttara), with new zones under development at Patuakhali and Jashore.[7] EPZ enterprises can be 100 per cent foreign-owned with no ceiling on foreign investment, import machinery and raw materials duty-free, and sell limited quantities into the domestic market, including up to 10 per cent of finished products other than garments.[7] BEPZA handles permissions, land and factory allotment, work permits and customs services for its zones.

Industrial areas, economic zones and free trade zones

The 2026 Act replaces the economic zone regime with a framework for industrial areas declared by gazette notification. These may be public, private, PPP, government-to-government or free trade zone arrangements, and the Authority may divide an industrial area into export processing, domestic processing and other areas.[1] A site's status turns on its gazette declaration, so verify the notification, land description and lease terms before committing. Our industrial parks and economic zones practice and our analysis of relocating a factory into an economic zone cover site due diligence.

Public-private partnership projects

PPP projects now sit inside the 2026 Act, which defines PPP contracts, provides for smaller PPP projects under simplified criteria set by guideline, and contains its own dispute resolution provision in section 42.[1] Invest Bangladesh has said that simplifying PPP approvals, particularly for smaller projects, is a priority.[2] For procurement, bidding and concession structure, see our guide to PPP projects in Bangladesh.

Sector caps and restricted activities

Bangladesh is open by default, but foreign investors should check three exceptions before signing anything.

Reserved sectors

A small group of sectors is closed to private investment altogether. BIDA's published guidance identifies arms, ammunition and military equipment, nuclear power, security printing and minting, and forestation and mechanised extraction within reserved forests.[6]

Controlled sectors

A longer list of controlled sectors requires a no objection certificate from the relevant ministry or division before the project is registered with the investment authority, BEPZA or the Hi-Tech Park Authority. The list includes banking and finance, insurance, power generation and distribution, oil, gas and mineral exploration, telecommunications, satellite channels, aviation, sea transport and seaports.[6] These sectors also carry their own regulatory licences and, in several cases, foreign shareholding limits set by the sector regulator or licence conditions.

Local ownership requirements and liberalisation

Some activities require local shareholding, as noted above for shipping agents, couriers, advertising agents, buying houses and for-profit education.[6] Caps are not fixed for ever. In the FY2026-27 budget, the Finance Minister proposed removing the 49 per cent cap on foreign ownership of private off-docks and inland container depots.[10] Confirm the current cap with the sector regulator at the time of the transaction, not from a historic list.

How to invest in Bangladesh legally: the step-by-step procedure

Every project is different, but the foreign investment procedure follows a consistent order. Running steps out of sequence is the most common source of delay, because banks, the RJSC and the investment authority each ask for evidence generated at an earlier stage.

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Registration with the investment authority is not a formality. BIDA's guidance makes it the gateway to tax incentives, work permits, foreign loan approvals and double taxation relief, and it is usually completed in a day once the documents are complete.[6] BIDA's published fee scale ran from BDT 5,000 to BDT 100,000 depending on project size, plus VAT; confirm the current Invest Bangladesh schedule before filing.[6] For a detailed approvals map, see our analysis of investment approvals through BIDA, BEPZA and the 2026 framework.

Invest Bangladesh, the one-stop service and BanglaBiz

The One Stop Service Act 2018 required investment promotion agencies to deliver services from many government bodies through a single window. That Act was repealed on 20 August 2026, and the 2026 Act now provides for services to be brought onto a single digital platform.[1] [2] The existing online one-stop service portals and BanglaBiz continue to operate under Invest Bangladesh.[2]

What the single window covers

BIDA's one-stop service portal allowed investors to apply online for company name clearance, TIN registration, incorporation, project and office registration, visa recommendations and work permits, remittance and foreign loan approvals, bank account opening and fee payment.[6] BanglaBiz 2.0, launched with JICA on 1 February 2026, adds more than 20 frequently used approvals such as environmental clearance, VAT registration, factory and fire licences and import and export registration, a "Know Your Approvals" tool that identifies sector-specific approvals, a unique BanglaBiz ID and single sign-on to the agencies' one-stop portals.[8]

Who does what

Even with a single window, several agencies keep their own decisions. The map below shows the main bodies a foreign investor deals with.

The single window reduces the number of counters, not the number of legal requirements. A file that is consistent across the RJSC record, the bank trail and the investment registration moves quickly.

Foreign exchange rules for inward investment

The inward money trail is the most important step for a later exit. The rules are permissive, but they depend on documentary proof.

Bringing in equity

A proposed company can open a temporary Non-Resident Taka Account with an authorised dealer bank to receive foreign equity and pay preliminary expenses, without prior Bangladesh Bank permission. If the venture is not formed, the balance can be remitted abroad.[4] Shares can then be issued against the inward remittance or imported capital machinery, but only after the money has arrived or the machinery has cleared customs.[4] Encashment into taka is not mandatory for enterprises in BEPZA, economic zone or hi-tech park areas; elsewhere, equity may be held in the company's foreign currency account for up to one year for overseas capital expenditure.[4]

Reporting within 14 days

Once the shares are issued and RJSC formalities are complete, the authorised dealer must report the issue to Bangladesh Bank's Foreign Exchange Investment Department within 14 days. Share transfers involving non-residents must also be intimated within 14 days.[4] A missed report can stall a dividend or share sale years later.

Foreign loans

Shareholder and third-party debt follow a separate route. BIDA's guidance permits short-term working-capital loans for manufacturers for up to three years without prior Bangladesh Bank approval, subject to reporting, while long-term foreign loans need prior approval and cannot be used for working capital. The guidance applies a debt-to-equity ratio of 70:30 generally and 80:20 for power generation.[6] The FY2026-27 budget halved the source tax on foreign loan interest from 20 to 10 per cent.[10] See our analysis of foreign loans in Bangladesh and receiving foreign currency in Bangladesh.

Repatriating profits, capital and sale proceeds

Knowing how to invest in Bangladesh is only half of the plan; the other half is getting money out. Section 8 of the 1980 Act guarantees the right to repatriate, and the central bank's rules set the route for each type of payment.[3] [4]

Dividends

Cash dividends, net of tax, can be remitted to non-resident shareholders without prior Bangladesh Bank approval and without post-facto reporting to the central bank, although the company must keep the records for inspection.[4] The authorised dealer will still review the accounts, board resolution and tax evidence.

Share sale proceeds under the 2026 master circular

Bangladesh Bank's FEID Circular No. 01 of 8 March 2026 consolidated and replaced the earlier share-transfer rules for non-listed companies.[5] Where a non-resident sells to a resident, no approval is needed if the price is at or below net asset value from the latest audited accounts, if the deal value is up to BDT 10 million with a joint price justification, or if it is up to BDT 1 billion and supported by an independent valuation. The previous valuation-backed ceiling was Tk 100 million.[4] [5] Transfers between non-residents, or from a resident to a non-resident, need no approval if made at fair value.

The circular also sets timelines: the transfer must be completed within 45 days of the agreement or approval, the authorised dealer must remit within five working days if the file is in order, and post-facto reports are due within 14 days. Valuations must come from BSEC-licensed merchant bankers or listed chartered accountants using prescribed asset, market and income methods.[5]

Liquidation, royalties and salaries

Residual amounts due to non-resident shareholders on liquidation can be repatriated with the prior permission of the Foreign Exchange Investment Department.[4] Under BIDA's guidance, royalty and technical fee remittances above 6 per cent in a year require prior approval, and expatriates may remit up to 75 per cent of their monthly salary after deductions.[6] Our guide to capital repatriation in Bangladesh walks through each payment file.

Incentives, tax holidays and tax rates

Incentives are a moving target, and foreign investors should expect them to be tied to specific statutory or gazette instruments.

Zone incentives

BEPZA advertises tax holidays of five to ten years for EPZ enterprises, duty-free import of machinery, construction materials and raw materials, exemption from dividend tax during the tax holiday, relief from double taxation and full repatriation of profit and capital.[7] Under section 21 of the 2026 Act, the Government may, by gazette notification and for a specified period, grant special customs facilities to projects inside an industrial area and to registered projects outside one.[1] The Act creates the power; the benefit for a particular project depends on the notification, so no investor should model an exemption until the instrument is identified.

Corporate tax in FY2026-27

The FY2026-27 budget, presented by Finance Minister Amir Khosru Mahmud Chowdhury, left corporate tax rates unchanged at 22.5 per cent for listed companies and 27.5 per cent for non-listed companies, falling to 20 and 25 per cent respectively where all income is routed through banking channels.[10] It also cut advance tax on imported industrial raw materials from 5 to 4 per cent, offered duty and tax concessions to growth sectors including electronics, semiconductors, electric vehicles, batteries, solar energy, shipbuilding and pharmaceuticals, and proposed accelerated depreciation for projects outside Dhaka and Chattogram.[10] See our guide to corporate income tax in Bangladesh.

Free trade zones

The 2026 Act recognises free trade zones declared as specialised customs-free areas under the Customs Act 2023, and the budget announced duty-free imports for export-oriented manufacturers in such zones, with the first planned at Anwara in Chattogram.[1] [10] Our tax incentives practice reviews eligibility before investment decisions are made.

Work permits and investor visas

Foreign founders and managers need the right visa before they can apply for permission to work, and getting the order wrong is a frequent cause of delay.

Investor and employment visas

The investment authority issues recommendation letters for the PI (private investor) visa and for E-category employment visas, which are then issued by a Bangladesh mission abroad. Citizens of listed countries may obtain a visa on arrival for up to 30 days, which can later be converted to a PI or employment visa.[6] BEPZA also lists residence and citizenship facilities for foreign investors in its zones.[7] See our guides to the Bangladesh business visa and work visa requirements.

Work permit rules

Under BIDA's published guidance, an application is filed within 15 days of arrival. Industrial projects may employ one foreign national for every 10 local employees at the initial stage and one for every 20 once operating; commercial offices and educational institutions are limited to one for every five. A work permit is initially issued for one year, and extensions are generally capped at five years in total. Changing employer requires cancellation, exit and re-entry on a new visa.[6] Our global mobility and business immigration practice handles visa and permit files.

Investor protection and dispute resolution

Statutory and treaty protection

The 1980 Act's guarantees of fair and equitable treatment, compensation for expropriation and free transfer give every qualifying foreign investor a domestic floor.[3] On top of that, UNCTAD records 34 bilateral investment treaties signed by Bangladesh, 25 of them in force, and Bangladesh is party to the ICSID Convention, the MIGA Convention and the New York Convention.[13] Foreign investors should check early whether their holding structure qualifies under a treaty in force, because restructuring after a dispute arises is rarely effective.

Arbitration and the commercial courts

Commercial contracts with Bangladeshi counterparties usually provide for arbitration, and foreign awards are enforceable in Bangladesh under the Arbitration Act 2001; see our guide to foreign arbitral award enforcement in Bangladesh. For disputes that go to court, the Commercial Court Ordinance 2026, issued on 1 January 2026, has been replaced by the Commercial Courts Act 2026 (Act No. 23 of 2026), establishing dedicated commercial courts.[14] PPP contracts are subject to the dispute provisions in section 42 of the 2026 Act and the dispute mechanism agreed in the contract.[1] Our international arbitration practice advises on clause design and investor-state options.

LDC graduation and what it means for investors

Bangladesh is scheduled to graduate from the UN least developed country category on 24 November 2026. The government has asked the UN to extend the preparatory period by three years, to November 2029. The UN Committee for Development Policy recommended approval, and on 21 July 2026 ECOSOC referred the final decision to the UN General Assembly, which is expected to decide before 24 November 2026.[11] At the time of writing, that decision is pending.

For anyone weighing how to invest in Bangladesh, graduation matters mainly through trade preferences and WTO flexibilities. Export-oriented projects relying on duty-free market access, and pharmaceutical projects relying on LDC patent flexibilities, should model both the 2026 and 2029 scenarios and build rules-of-origin compliance in now. Domestic-market projects are less exposed.

Mistakes to avoid when investing in Bangladesh

Most delayed investments trace back to a few avoidable errors. Anyone researching how to invest in Bangladesh should treat this list as a pre-signing checklist.

• Sending money before the account is ready: funds remitted to the wrong account, or without the right purpose code, can break the evidential chain Bangladesh Bank needs for a later dividend or exit.[4]
• Using a liaison office to trade: a liaison office cannot earn revenue, and trying creates tax and regulatory exposure.
• Ignoring the sector NOC: registration in a controlled sector without the ministry's no objection certificate leaves the project exposed.[6]
• Assuming incentives: zone and sector incentives depend on specific gazette notifications and tax instruments, not on general statements in an Act or a brochure.[1]
• Arriving on the wrong visa: a work permit requires a PI or employment visa, and the clock for filing starts on arrival.[6]
• Relying on legacy forms: BIDA, BEZA and PPPA no longer exist as separate bodies; address new filings to Invest Bangladesh and check current portal instructions.[1]
• Leaving the exit valuation unsettled: a shareholders' agreement that ignores Bangladesh Bank's valuation methods may produce a price the authorised dealer cannot remit.[5]

Getting these points right at the outset costs little; fixing them later costs far more. Our corporate and commercial advisory practice and branch and foreign company establishment practice run market entry projects from structure to first dividend. To discuss your project, contact TRW.

Frequently asked questions

Can a foreigner own 100 per cent of a company in Bangladesh?

Yes, in most sectors. Full foreign ownership is permitted outside the reserved sectors, controlled sectors that need a ministry NOC, and a few activities that require local shareholding, such as shipping agencies, couriers, advertising agencies and buying houses.[6]

What replaced BIDA in 2026?

Invest Bangladesh. The Invest Bangladesh Act 2026 took effect on 20 August 2026, dissolved BIDA, BEZA and the PPP Authority, and the new agency began operating on 23 August 2026.[1] [2]

Are approvals issued by BIDA before August 2026 still valid?

Generally, yes. Section 66 of the 2026 Act treats actions taken under the repealed laws as taken under the new Act, and pending proceedings continue under it.[1]

Is there a minimum investment to set up a company?

BIDA's published guidance on company formation does not set a general minimum capital. Capital expectations arise from office permissions, sector licences and banks, so check them for your project.[6]

Do I need Bangladesh Bank approval to invest?

Not for ordinary equity. Shares can be issued to non-residents against inward remittances or imported capital machinery without prior Bangladesh Bank permission, but the authorised dealer must report the issue within 14 days.[4]

Can I repatriate dividends without approval?

Yes. Net-of-tax cash dividends can be remitted to non-resident shareholders through an authorised dealer without prior Bangladesh Bank approval.[4]

How much can be repatriated from a share sale without approval?

Under the March 2026 master circular, a non-resident selling to a resident needs no approval at or below net asset value, up to BDT 10 million with a joint price statement, or up to BDT 1 billion with an independent valuation.[5]

How long is a work permit valid?

Under BIDA's published guidance, a work permit is initially issued for one year and extensions are generally capped at five years in total.[6]

How to invest in Bangladesh through an EPZ?

Apply to BEPZA for permission to set up an industry in a zone and for land or factory space. EPZ enterprises can be fully foreign-owned and receive duty-free imports and tax holiday facilities.[7]

Will LDC graduation affect my investment?

It may, especially for export-oriented and pharmaceutical projects. Graduation is scheduled for 24 November 2026, but Bangladesh has requested a deferral to November 2029, and the UN General Assembly is expected to decide before the scheduled date.[11]