Foreign Company Registration in Bangladesh: Legal Framework and 2026 Process

Current position: 18 October 2026. A company incorporated outside Bangladesh may establish a branch, liaison, representative or other place of business in Bangladesh, but the legal route is not a single incorporation exercise. The Companies Act, 1994 applies a foreign-company filing regime to an foreign company that establishes a place of business or work in Bangladesh. The route also engages Bangladesh Investment Development Authority approval, foreign-exchange reporting and operational registrations. [1] [2] [3]

The first decision is therefore commercial as well as legal: is the business seeking a locally incorporated subsidiary, or does it need an office of the foreign company? This guide focuses on the second question—foreign company registration in Bangladesh—and explains the steps that commonly sit around it. It is not a substitute for checking the proposed activity, the governing transaction documents, the relevant sector regulator and the conditions written into the approval letter.

Contents

1. What foreign company registration means
2. Choose the operating model before filing
3. The legal framework and the responsible authorities
4. A practical 2026 process for an foreign company office
5. Documents, attestation and the RJSC filing
6. Banking, foreign exchange and operational registrations
7. Ongoing compliance, changes and closure
8. Practical considerations for international decision-makers
9. Frequently asked questions
10. Start with the operating facts

What foreign company registration means

A foreign company is not automatically a Bangladesh company merely because it begins exploring the market, appoints a distributor or sends personnel for meetings. Equally, the label used in a commercial plan—“representative office”, “branch” or “country office”—does not itself settle the legal treatment. The relevant facts include where the company will have a place of business, what activity it will conduct in Bangladesh, who will contract, where revenue will be received, whether personnel will be based locally and whether the work falls within a regulated sector.

Part X of the Companies Act, 1994 applies sections 379 to 387 to companies incorporated outside Bangladesh that establish a place of business or work in Bangladesh. Section 379 requires the foreign company, within 30 days of establishing that place, to lodge specified material with the Registrar of Joint Stock Companies and Firms (RJSC). The statute calls for a certified copy of the constitutional instrument, certified Bengali or English translations where necessary, the registered or principal-office address, directors and secretary if any, Bangladesh-resident persons authorised to accept service, and the full Bangladesh principal-place address. [1] [4]

That filing is different from incorporating a domestic private limited company. A locally incorporated company is a separate legal person formed under the Companies Act; its shareholding, board, constitutional documents, capital and Bangladesh Bank reporting require their own analysis. A foreign-company filing, by contrast, records the foreign company’s qualifying Bangladesh presence and establishes a local service address for legal notices. It does not erase the distinction between the overseas entity and a locally incorporated subsidiary.

This distinction affects more than paperwork. It may influence contracting, local staffing, tax and VAT exposure, financing, repatriation, enforcement and the group’s internal governance. It should be settled before lease commitments, recruitment, customer proposals or project mobilisation create a fact pattern that is difficult to reverse.

Choose the operating model before filing

There is no universally better entry vehicle. The right choice follows the intended activity and risk allocation.

A branch office is generally considered where the foreign company needs an operating presence connected to its own business. A branch’s permitted activity, local income treatment and ability to remit funds should be assessed against the BIDA permission conditions, the activity actually carried on and the banking documentation. Bangladesh Bank’s current portal recognises branch, liaison, representative and project offices, as well as other places of business, within the relevant foreign-exchange framework. [3]

A liaison or representative office is often considered for market-facing, coordination or communication functions. It should not be assumed that a liaison or representative office can trade, invoice or earn local income simply because its parent company does so elsewhere. Bangladesh Bank states that operating and establishment costs for these offices are met through head-office remittance unless BIDA waives the relevant condition, and its office guidance treats requests to credit local income as conditional matters. The permission letter and the actual work remain decisive. [3] [5]

A project office may be relevant where the Bangladesh presence is tied to a defined project. The BIDA commercial-offices checklist expressly refers to project details and, for a project office, an agreement with the EPC contractor. That does not mean every project can use this route; the project agreement, employer requirements, sector approvals, tax position and duration should be reviewed together. [2]

A Bangladesh subsidiary may instead be more suitable where the group expects a continuing local business, needs a locally incorporated counterparty or plans a structure that does not fit the office-permission conditions. This article does not prescribe that route. It highlights why the operating model, not a popular label, should come first.

Practical consideration: prepare a one-page activity map before starting the application. It should identify the proposed services or products, Bangladesh customers and suppliers, contracting party, invoicing and payment route, expected headcount, premises, assets, project duration and any sector licence. This gives the approval, corporate, tax and foreign-exchange workstreams the same factual base.

The legal framework and the responsible authorities

Several authorities have distinct roles. Treating them as one registration system is a common source of sequencing problems.

RJSC and the Companies Act. RJSC is the corporate registry that receives foreign-company filings under the Companies Act. Its published foreign-company registration process lists Form XXXVI for the charter, statutes or constitutional instrument; Form XXXVII for the registered or principal office; Form XXXVIII for directors and managers; Form XXXIX for persons authorised to accept service; and Form XLII for the principal Bangladesh place of business. Its process also lists an encashment certificate and permission from the Board of Investment of Bangladesh—now referred to on current government material as BIDA. [4]

BIDA. BIDA’s current commercial-offices service covers permission for branch, liaison and representative offices. Its page says that an application is made through the One Stop Service (OSS), with hard copies then submitted to BIDA’s commercial wing. On the page checked for this article, the stated opening-service fee is BDT 25,000 and the stated service time is 16 working days, subject to inter-ministerial committee approval. These are administrative statements, not a completion guarantee: the file, attestation, business activity, security or sector issues can affect the real timetable. [2]

Bangladesh Bank and the nominated authorised dealer. Foreign-exchange rules are a separate workstream. Section 18B(1) of the Foreign Exchange Regulation Act, 1947 requires the specified overseas person or company to report to Bangladesh Bank within 30 days of obtaining BIDA or similar competent-authority permission to establish a branch, liaison, representative or other place of business for trading, commercial or industrial activity. Bangladesh Bank’s current instruction says the report is made through the designated authorised dealer (AD), with the relevant permission and supporting documents. [5] [6]

Tax, VAT and local authorities. A tax identification number, trade licence and, where applicable, VAT registration are operational steps rather than substitutes for office permission or the RJSC filing. BIDA’s FAQ identifies each in its commercial-office sequence. NBR’s VAT guidance makes clear that VAT liability depends on turnover and the VAT Act addresses registration by reference to economic activity and statutory thresholds. Whether a particular office must obtain a BIN or account for VAT cannot safely be inferred from its corporate label alone. [7] [8]

Other authorities may matter. For example, import and export activity, environmental matters, work permits, telecommunications, financial services, energy, healthcare, construction and special-zone operations can trigger their own approvals. BIDA registration does not displace a sector regulator’s jurisdiction.

A practical 2026 process for an foreign company office

The exact order should be verified for the proposed sector and site. For a conventional BIDA commercial-office route, the following sequence is a useful planning framework rather than a universal legal checklist.

1. Confirm the intended Bangladesh activity and vehicle. Review the parent company’s constitutional capacity, the business case, proposed contracts, local scope and approval route. If activities are regulated, identify the sector authority at this stage. This is the point to decide whether an overseas-office route remains suitable or a Bangladesh subsidiary needs separate consideration.

2. Prepare the parent-company package and local plan. BIDA’s opening checklist calls for, among other material, a board resolution for the Bangladesh office, last financial-year audited accounts of the principal company, a proposed organogram, principal-company activity details, director/owner names and nationalities, the memorandum and articles, certificate of incorporation, authority to submit and Bangladesh-office activity details. For a project office it also calls for project details and an EPC-contractor agreement where applicable. [2]

3. Apply for BIDA permission through OSS. The official page says to apply through OSS and then provide hard copies to the commercial wing. Documents must be attested by the concerned Bangladesh mission, the relevant foreign mission in Bangladesh or the apex business chamber in the relevant country, according to that published checklist. An investor should confirm the accepted method for the country of incorporation and every document in the proposed file before arranging legalisation. [2]

4. Establish the approved office and banking arrangements. BIDA’s FAQ says the office should rent space and open a Bangladesh bank account. Bangladesh Bank says that, after permission, the office may open foreign-currency and local-currency accounts with an AD bank, subject to its conditions. Banking onboarding can take time and should be planned alongside, not after, the approval application. [3] [7]

5. Fund the establishment requirement and preserve the evidence. BIDA’s FAQ says a branch, liaison, representative or project office must bring foreign exchange equivalent to at least USD 50,000 within two months of BIDA approval. Bangladesh Bank’s FAQ gives the same initial amount for branch, liaison and representative offices. The encashment certificate is therefore not merely a banking record; it is central evidence in the official process. The source and path of funds should be capable of being reconciled to the approval, accounts and later reporting. [7] [9]

6. Report to Bangladesh Bank through the nominated AD. The statutory 30-day reporting point follows permission from BIDA or a similar authority. The May 2026 Bangladesh Bank instruction says the permission, encashment certificate and other necessary documents are reported through the designated AD to the relevant Bangladesh Bank departments; renewal is reported in the same period. It also says each branch, liaison, representative or project office has one nominated AD through which inward and outward remittances are executed. [5] [6]

7. Complete the RJSC foreign-company filing. BIDA’s FAQ says to apply to RJSC within 30 days of BIDA permission for a certificate of filing under section 379. The statutory wording is framed from the establishment of the place of business, so the precise date and sequence should be confirmed against the facts and current RJSC practice. RJSC’s own checklist identifies the forms and supporting items noted above. Importantly, its published process says name clearance is not applicable to a foreign company, including a liaison or branch office. [1] [4] [7]

8. Complete the operational registrations that apply. BIDA’s FAQ places TIN, trade licence and VAT registration after the office-permission and RJSC steps, and notes separate import/export registrations if a branch engages in import or export. A business should not treat this published sequence as proof that every authorisation is complete. Verify activity-specific, municipal, labour, immigration, tax and sector conditions before operational launch. [7]

Documents, attestation and the RJSC filing

The quality and consistency of documents often determine whether the process moves efficiently. A group should work from a controlled document register showing the document owner, issuing jurisdiction, date, corporate authority, signature method, attestation/legalisation status, translation requirement and the version supplied to each authority and bank.

At the statutory level, section 379 requires a certified constitutional document and a certified Bengali or English translation if the source text is not in Bengali or English. It requires the overseas registered/principal-office address, a director and secretary list if applicable, the name and address of one or more Bangladesh-resident persons authorised to accept process and notices, and the complete address of the Bangladesh principal place of business. A change to the constitution, head-office address, directors or secretary, authorised service person or Bangladesh principal place requires a prescribed return within the prescribed time. [1]

RJSC’s published process turns those statutory categories into named forms. Form XXXVI concerns the charter, statutes, memorandum and articles or other instrument defining the company. Form XXXVII concerns the overseas registered or principal office. Form XXXVIII is the list of directors and managers. Form XXXIX is the return for Bangladesh-resident persons authorised to accept service. Form XLII addresses the Bangladesh principal place of business. The form design reinforces why the local authorised person and the address must be real, current and responsibly monitored. [4] [10] [11]

BIDA’s opening checklist adds the evidence needed for the permission decision. It asks for parent-company audited accounts, the local organogram and detailed activity information, among other documents. The proposed Bangladesh activities should match the board resolution, the application, the office lease, employment plan and later bank narrative. A mismatch is more than a drafting defect: it can create an approval, tax, foreign-exchange or work-permit issue.

Practical consideration: do not assume an apostille, notarisation or group legalisation policy is automatically sufficient for BIDA. The published BIDA checklist describes particular attestation routes. Confirm the present documentary formalities with BIDA and, where relevant, the bank and sector regulator before documents are signed or translated. This avoids repeating corporate approvals when an original or jurisdiction-specific attestation is required.

Banking, foreign exchange and operational registrations

Foreign-exchange compliance should be designed into the launch plan. The nominated AD is not simply a payment provider: Bangladesh Bank’s guidance makes it the channel for reporting and for monitoring inward and outward remittances for the office. The office may operate foreign-currency and local-currency accounts after the relevant permission, but account use must remain within the permission conditions and the applicable foreign-exchange rules. [3]

For liaison and representative offices, the starting assumption in Bangladesh Bank’s FAQ is that operational, functional and establishment costs—including expatriate and local salaries—are met by head-office remittance unless BIDA waives a specific condition. A business plan that anticipates local receipts should therefore identify, before launch, whether the proposed activity is permitted, whether a waiver or other approval is needed, and how receipts will be documented. [9]

For a branch, the ability to earn income does not end the analysis. Bangladesh Bank’s 30 September 2026 circular says authorised dealers may remit abroad profits of branches of foreign firms and companies other than financial institutions without prior Bangladesh Bank approval, provided the applicant supplies the listed evidence. That evidence includes audited Bangladesh accounts, consolidated audited head-office accounts, year-wise head-office account reconciliation, tax evidence, information on fixed-asset additions and borrowing, and the relevant government permission and its conditions. The AD must then examine the file. This is a documentary route, not an unconditional right to remit every amount described as profit. [12]

VAT, tax and licensing need the same fact discipline. The VAT Act’s definitions include an office as a possible fixed place through which economic activity is carried on. It requires VAT registration when the registration threshold or other specified conditions are met. NBR’s public compliance guide also notes that a BIN is obtained through VAT registration and says VAT treatment depends on annual turnover. Thresholds, exempt supplies, special activities and administrative requirements should be confirmed at the relevant date rather than copied into a business plan from a general webpage. [8]

A trade licence is local-government-facing. BIDA’s FAQ says trade licences are issued by the applicable city corporation, paurashava or union parishad and describes OSS availability in specified cities. It is sensible to test the proposed office address, lease terms, signage plan and local-authority documents before committing to a location. [7]

Ongoing compliance, changes and closure

Registration is the start of an ongoing record-keeping obligation, not a one-time certificate.

Under section 380, a foreign company must prepare annual accounts for each English calendar year and file three copies with the Registrar. The provision contemplates a balance sheet, or an income-and-expenditure account if the company is not formed for profit, plus profit-and-loss information for Bangladesh business establishments and group accounts where the company is a holding company. A certified Bengali or English translation is needed if a relevant document is not in either language. RJSC’s published returns guidance similarly identifies the annual balance sheet and profit-and-loss account, or income-and-expenditure account for a non-profit trader, for foreign companies. [1] [13]

A compliant annual calendar should also capture changes. These may include a new director or manager, a changed overseas head office, amended constitutional documents, a replacement local service agent, a new principal Bangladesh address, a charge over relevant property, a BIDA renewal or amendment, a nominated-AD change, tax filings and licence renewals. The filing deadline and form depend on the change. Treating the local office administrator as the only keeper of this information creates avoidable risk; group legal, finance, HR and banking teams should share a reporting timetable.

The Companies Act gives the local service-agent appointment real effect. A notice, warrant or document may be served at the address of the person disclosed under section 379, or at the address supplied to the Registrar. If the service-agent details have not been properly filed or no longer work, service may be effected at a Bangladesh place of business. [1] The appointment should therefore be documented internally, monitored and updated promptly after personnel or address changes.

If the company has no remaining Bangladesh place of business or work, section 383 requires notice to the Registrar without delay; from the notice date, its obligation to lodge documents with the Registrar ceases. That does not itself settle closure with BIDA, Bangladesh Bank, tax authorities, the bank, landlord, employees, counterparties or sector regulators. BIDA’s closure checklist, for example, calls for a public notice at least three months before closure, the parent board resolution, updated audit and tax-clearance material, all-dues settlement evidence, work-permit cancellation where relevant and a parent-company liability declaration. [1] [2]

Failure to observe Part X matters. Section 384 provides for a fine and a continuing daily fine for default, and may also apply to an officer or agent knowingly and wilfully responsible. Section 385 preserves the company’s contractual liabilities despite non-compliance but restricts the company from instituting proceedings, advancing a counterclaim or seeking related relief until it complies. The application of those provisions to a particular dispute is a legal issue for advice on the facts; it should not be discovered only after enforcement is needed. [1]

Practical considerations for international decision-makers

Align the transaction documents with the permitted activity. Parent guarantees, project contracts, distributor arrangements, leases, intercompany service agreements and employment letters should not imply a Bangladesh activity that the office permission does not cover. Review the scope before execution and again before any material change in operations.

Treat timing as a dependency map, not a promise. The BIDA service page shows a stated time standard subject to committee approval. Attestation, application completeness, sector clearances, bank due diligence and office documentation may create critical-path delays. Build a timeline with decision dates, not only filing dates, and keep contingency around mobilisation commitments.

Choose the service agent deliberately. The Companies Act requires a Bangladesh-resident person authorised to accept service. This should not be a nominal appointment. The group should define who receives legal notices, who escalates them, who maintains address records and what happens on resignation, transfer or absence.

Keep money trails auditable. Preserve remittance instructions, bank advice, encashment certificates, account statements, approval letters, invoices, intercompany records, audited accounts and tax evidence. The same records can be relevant to BIDA conditions, Bangladesh Bank reporting, RJSC process, tax analysis and later remittance.

Do not confuse permission with permission to employ. A commercial-office approval does not remove visa, work-permit or tax obligations for expatriates. BIDA’s commercial-offices page has separate visa-recommendation and work-permit services with their own documents, fees and stated timings. Staffing should be sequenced against those requirements. [2]

Reassess on a trigger event. A change in project scope, revenue model, local sourcing, headcount, address, parent-company name, ownership, lender, nominated bank or closure plan is a signal to check the approvals and filings. A compliance register that names the owner, due date, underlying condition and evidence location is more useful than a folder of certificates.

Frequently asked questions

Start with the operating facts

A well-sequenced Bangladesh entry begins with the business model: what will be done locally, by whom, under which contracts, with which payment flows and for how long. From there, the office-permission route, section 379 filing, foreign-exchange reporting, tax and licensing work can be tested against the same facts.

For an initial discussion, contact TRW & Co with the country of incorporation, proposed Bangladesh activities, expected start date and whether the business expects local revenue, staff, premises or regulated activity. TRW’s live contact route invites a written enquiry or consultation request; do not send confidential, privileged or time-sensitive material through an initial web or ordinary email enquiry. For wider context, see TRW’s practice areas and the practice directory.