Investment Structuring in Bangladesh 2026: Holding Structures, Treaties, Investment Agreements, Outbound and Portfolio Investment

Investment structuring Bangladesh: entry, holding, treaty and exit in 2026

Investment structuring Bangladesh advice begins with a simple question that most investors answer too late: how will the money come out? The vehicle, the holding chain, the mix of equity and debt and the terms of the investment agreement all decide whether dividends, interest and sale proceeds can leave the country quickly, at what tax cost and with which approvals. In 2026 those answers changed. A new investment statute took effect, Bangladesh Bank rewrote its share-transfer and outward-remittance rules, and parent-company lending was opened up under a general authorisation.

This guide is for foreign groups entering Bangladesh, local sponsors raising foreign capital, Bangladeshi companies investing abroad and foreign funds buying listed securities. It covers entry strategy, holding structures, treaty planning, investment agreement terms, the outbound regime and portfolio investment through Non-resident Investor's Taka Accounts. Where TRW has a detailed guide on a sub-topic, we link to it rather than repeat it.

Summary: A sound structure for Bangladesh lines up four things: the local vehicle that suits the business and sector, a holding jurisdiction whose tax treaty with Bangladesh lowers withholding on dividends and other returns, an investment agreement whose pricing and exit clauses match Bangladesh Bank's valuation rules, and a documented capital trail that makes every later remittance routine. Outbound investment by Bangladeshi residents and portfolio investment by non-residents each run on their own, separate foreign exchange routes.

Key point: Exit pricing is now rule-based. Under Bangladesh Bank's FEID Circular No. 01 of 8 March 2026, a non-resident selling unlisted shares to a resident can repatriate without central bank approval if the price is within net asset value, or up to BDT 1 billion at an independent fair value. An investment agreement whose put, call or drag price ignores these tests can produce a sale that is valid between the parties but whose proceeds cannot leave the country without approval.

At a glance

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Table of Contents

How investment structuring Bangladesh decisions are made in 2026

There is no single structuring statute. A Bangladesh structure is the product of four overlapping regimes: investment law, which governs registration, incentives and protection; foreign exchange law, which governs every movement of capital and returns across the border; company law, which governs the vehicle and its constitution; and income tax law, which taxes each stream of income as it leaves. Our guide to foreign investment law in Bangladesh explains the statutes in depth. This article concentrates on how they combine in a structuring decision.

The four layers that decide the structure

Investment law now sits in the Invest Bangladesh Act 2026, Act No. 104 of 2026, dated 16 July 2026.[1] Its sections deal with incentives and facilities, royalties and fees, registration of private-sector industrial projects, PPP procedures and dispute resolution, and it is administered by the new Invest Bangladesh Authority.[1] The practical effect of the merger of the old agencies is covered in our note on the Invest Bangladesh Act 2026.

Foreign exchange law is the layer that most often decides the shape of a deal. The Guidelines for Foreign Exchange Transactions 2018 allow foreign investors to set up wholly foreign-owned or joint ventures outside reserved sectors without Bangladesh Bank permission where they use their own funds.[2] What they cannot do is move money casually. Each inward remittance, share issue and transfer must be documented and reported so that the outward leg is later treated as a routine bank transaction rather than a request for discretionary approval.

What changed for investment structuring Bangladesh in 2026

Four 2026 developments matter most. First, FEID Circular No. 01 of 8 March 2026 consolidated the rules on transfer of shares in unlisted companies and repatriation of sale proceeds, replacing the earlier provisions of the 2018 Guidelines.[3] Second, in July 2026 Bangladesh Bank opened a general authorisation framework for wholly foreign-owned industrial enterprises to borrow from parents, associates and shareholders abroad.[5] Third, FEPD-1 Circular No. 40 of 30 September 2026 consolidated the rules on outward current-account remittances, including dividends and expenses of offices abroad.[4] Fourth, FEPD-1 Circular No. 41 of 8 October 2026 widened Non-Resident Convertible Taka Accounts for non-resident Bangladeshis and expressly allows their balances to be moved into NITAs for portfolio investment.[13]

FDI entry strategy: choosing the route into Bangladesh

Entry strategy is the first structuring decision because it fixes what the business may lawfully do and how cleanly profits can leave. The four routes are a new subsidiary, the acquisition of an existing company, a joint venture with a local partner and a branch or liaison office. Each has a separate procedure, explained in our guides to how to invest in Bangladesh, foreign company registration and cross-border acquisitions. The structuring questions are different from the procedural ones.

Greenfield subsidiary or acquisition

A greenfield subsidiary gives a clean capital trail from day one: every taka of share capital is matched by an encashment certificate, and every later dividend or sale can be traced back to it. An acquisition is faster to revenue but inherits the target's history. If the seller's own foreign shareholding was never reported to Bangladesh Bank, or shares were issued before money arrived, the buyer inherits a defective trail that can block repatriation years later. Due diligence on a Bangladesh target should therefore test the foreign exchange file as carefully as the accounts; our M&A due diligence guide sets out the checklist.

Joint venture or wholly owned

Most sectors allow full foreign ownership, but a local partner is often needed for land, licences or distribution. A joint venture shifts the structuring problem from tax to control and exit, and the exit price must be one Bangladesh Bank will accept. Our guide to joint ventures in Bangladesh compares JV companies and contractual ventures.

Branch, liaison office or subsidiary

A branch is the parent itself operating in Bangladesh. It avoids a separate company but exposes the parent directly to Bangladeshi liabilities and offers no separate share capital to sell on exit. Under the 2026 consolidated circular, authorised dealers may remit the profits of branches of foreign firms other than financial institutions without prior Bangladesh Bank approval, under a procedure separate from the dividend route.[4] For most operating businesses the subsidiary remains the default, with a branch or liaison office used for project contracts, regional coordination or a market test before committing capital.

Location: inside or outside a zone

Location is a structuring choice as well as a real-estate one. The foreign exchange rules treat units in export processing zones and economic zones differently: for certain zone units, foreign currency equity brought from abroad may be retained in foreign currency accounts rather than converted to taka before shares are issued.[2] The July 2026 parent-loan framework also distinguishes between firms inside and outside specialised zones.[5] Our guide to investment approvals with Invest Bangladesh and BEPZA compares the two regimes.

Holding structures: direct ownership or an intermediate holding company

The holding chain decides which tax treaty applies to dividends, interest, royalties and capital gains, which investment treaty protects the investment and how easily the group can sell or reorganise without triggering Bangladeshi tax. There are three basic models, and the right one depends on where the ultimate parent sits, how long the investment will be held and how the exit is likely to happen.

Direct ownership by the ultimate parent

Direct ownership by the operating parent is the simplest structure to explain to banks and tax officers, and the parent's own treaty applies. It works well where that treaty already reduces dividend withholding. Its weakness is flexibility: any exit is a sale of shares in a Bangladeshi company, taxable in Bangladesh and subject to the local transfer rules.

An intermediate holding company

Regional groups often hold Bangladesh through Singapore, Hong Kong, the Netherlands, the United Arab Emirates or Mauritius, each of which has a tax treaty with Bangladesh.[6] [10] An intermediate company can pool investments across South and Southeast Asia, simplify a later sale or listing and, where its treaty is favourable, lower withholding on dividends. It must be more than a letterbox. Treaty benefits in Bangladesh are granted on application, and the tax authority will look at who actually owns and controls the income; an entity with no staff, no decision-making and no other business is a weak claimant.

Indirect transfers: the limit of offshore exits

An offshore holding company no longer takes an exit outside Bangladesh's tax net. A transfer of shares in a non-resident company is treated as a transfer of an asset situated in Bangladesh where the value of the shares derives directly or indirectly from Bangladeshi assets, and the Offshore Indirect Transfer Rules 2022 govern how such transfers are taxed.[7] A structure designed only to sell above the Bangladesh company should be modelled on the assumption that Bangladesh will tax the gain, with treaty relief as an upside rather than the base case.

A domestic holding company

Groups with several Bangladeshi businesses often add a local holding company. Bangladesh has no group taxation regime, so losses in one company cannot be set against profits in another.[8] A local tier can still simplify governance, financing and later sales of individual businesses, but the tax cost of each additional layer of dividends should be modelled before it is added. The governance and company-law mechanics are covered in our guide to holding and subsidiary companies in Bangladesh.

Treaty and DTAA planning for investment structuring Bangladesh

Withholding tax is where treaty planning earns its keep. Under domestic law, dividends paid to a non-resident company, fund or trust are subject to withholding at 20 per cent, royalties and licence fees at 20 per cent and fees for technical services at 10 per cent.[10] Bangladesh has double taxation treaties with 44 countries, according to the 2026 Chambers guide.[6] The table compares the headline treaty rates for jurisdictions most often used in investment structuring Bangladesh projects.

Where the table shows two dividend rates, the lower one applies only if the shareholder meets the treaty's conditions, typically a minimum shareholding. Read the treaty text itself, not a summary, before committing to a percentage of equity, because a holding just below the threshold can cost a third of the tax saving.[10]

Treaty relief is not automatic

A treaty rate is not applied simply because the recipient is resident in a treaty country. Withholding at 20 per cent on dividends and interest applies unless it is exempted or reduced under a treaty or by order of the National Board of Revenue, and the non-resident must apply to the NBR with supporting documents. Approval takes around 30 days.[6] Build that time into the dividend calendar, and keep a tax residence certificate, beneficial ownership evidence and board minutes ready for each payment cycle. Our double tax treaty planning practice handles these applications, and the domestic mechanics are covered in our guide to withholding tax in Bangladesh.

Capital gains and the treaty position

Capital gains are taxed at 15 per cent, computed on the higher of the consideration and fair market value, and the authority responsible for registering a transfer by a non-resident must not effect it until the tax on the gain has been paid.[7] Treaties differ on whether Bangladesh keeps the right to tax gains on shares, so the capital gains article of the relevant treaty deserves as much attention as the dividend article. It is often the gain on exit, not the annual dividend, that makes the holding jurisdiction worth choosing.

Investment treaty protection

Tax treaties and investment treaties are separate instruments. A holding company in a country with a bilateral investment treaty in force may give access to investor-state arbitration, but coverage turns on the treaty's definitions and restructuring after a dispute arises rarely works. Our analysis of ICSID investment arbitration and Bangladesh's treaty network explains how to test eligibility.

Capitalisation: equity, shareholder loans and the capital trail

How the Bangladesh company is funded matters as much as who owns it. Equity is the most flexible on the way in and the most restricted on the way out; debt is easier to service but subject to approval, pricing and transfer pricing rules. Our analysis of equity or parent loan for a Bangladesh subsidiary compares the two in detail. The structuring points are these.

Getting equity in the right way

Bangladesh Bank's general permission for issuing shares to non-residents carries conditions. The capital issue must have the permission of the Registrar of Joint Stock Companies or the Bangladesh Securities and Exchange Commission, as applicable. Shares may be issued only against freely convertible foreign exchange brought in through the banking channel or against imported capital machinery. Outside the zone exceptions, the money must be converted to taka before the shares are issued, and the issue must be reported to Bangladesh Bank through the authorised dealer within 14 days.[2] A proposed company may receive the funds first in a temporary non-resident taka account, and if the investment does not go ahead the balance can be repatriated without prior approval.[2]

Parent and shareholder loans after July 2026

Under the July 2026 framework, wholly foreign-owned industrial enterprises may borrow from parents, associates and shareholders abroad under a general authorisation. Firms outside specialised zones may take short-term interest-free working capital loans without prior Bangladesh Bank approval. Interest-bearing short-term loans are capped at an all-in cost of 3 per cent a year. Medium-term interest-free loans of up to USD 50 million and interest-bearing loans of up to USD 5 million are permitted for capital expenditure, and outstanding loans may be converted into equity.[5] For joint ventures and other borrowers outside the framework, the ordinary approval route applies, as explained in our guide to foreign loan approval in Bangladesh.

Debt-to-equity and transfer pricing

Bangladesh has no specific thin capitalisation regime, but for foreign loan purposes the investment authority has recommended a debt-to-equity ratio of no more than 70:30.[8] Transfer pricing rules, introduced in 2014 and broadly aligned with OECD guidelines, require arm's length pricing for international transactions between associated enterprises, including interest and cost allocations. Documentation and an independent accountant's report are required once aggregate international transactions exceed BDT 30 million.[8] Management fees, royalties and intra-group interest should therefore be benchmarked before they are put in place, not defended afterwards; see our guide to transfer pricing in Bangladesh.

Designing the exit at the entry stage

Every structure should be tested against its three exits: annual dividends, a sale of shares and, at the end, liquidation. The detailed payment files are set out in our guide to capital repatriation in Bangladesh. What matters at the structuring stage is that the documents created on entry make each exit possible.

Dividends

Authorised dealers may remit final and interim dividends to non-resident shareholders without prior Bangladesh Bank approval, on an application in the prescribed form certified by the auditors. The file includes audited accounts, the board resolution, the list of non-resident shareholders, an auditor's certificate that tax has been deducted and an undertaking to bring back any ineligible amount on demand. Each company must use one nominated authorised dealer, and the dealer must be satisfied that the profit arose from normal business or from remittable reserves after prior losses and tax have been adjusted.[4] A holding structure that relies on a steady dividend flow therefore needs clean audits, a settled tax position and a relationship with one bank.

Sale of shares

For unlisted companies, the March 2026 circular lets a non-resident sell to a resident and repatriate without Bangladesh Bank approval in three cases: where the price does not exceed net asset value in the latest audited accounts; where the deal value is up to BDT 10 million and supported by a price justification signed by both parties; or where it is up to BDT 1 billion at a fair value set by an independent valuer.[3]

The valuer must be a BSEC-licensed merchant banker or a chartered accountant listed for auditing banks, financial institutions and listed companies. The transfer must be completed within 45 days of the MoU or approval, whichever is later, and the bank must remit within five working days if the file is in order.[3] Transactions above these limits still need Bangladesh Bank's decision. Our guide to share transfer in Bangladesh covers the company-law side.

Liquidation and the residual risk

Liquidation is the least flexible exit in any investment structuring Bangladesh plan, and residual amounts due to non-resident shareholders are not treated as routine remittances. The broader lesson of the foreign exchange shortage that followed 2022 is that legal entitlement to repatriate does not guarantee timing when reserves are under pressure. A structure that depends on a large one-off remittance should plan for delay, for example by distributing profits regularly rather than accumulating them for a single exit.

Investment agreement Bangladesh terms: shareholders' and joint investment agreements

The investment agreement is where the structure becomes enforceable. In a Bangladesh deal it usually takes the form of a term sheet, a subscription or share purchase agreement, a shareholders' agreement and amended articles of association. Our guides to the shareholder agreement in Bangladesh and the share purchase agreement deal with standard clauses. The points below are those that are specific to foreign investment and that most often go wrong.

Conditions precedent tied to regulators

Closing should be conditional on the approvals and filings that make the investment regular: the capital issue permission from the RJSC or BSEC, any sector licence, registration with the investment authority where incentives depend on it, and the bank's confirmation that the inward remittance will be certified as equity.[2] The agreement should also allocate responsibility for the 14-day reporting to Bangladesh Bank and require the company to deliver the encashment certificate and filing evidence to the investor. Those documents are the investor's future repatriation file, and the warranties should cover the company's foreign exchange history, tax position and licences.

Pricing, valuation and exit clauses

Put options, call options, drag-along rights and deadlock buy-outs are routinely drafted with a price formula agreed between the parties. In Bangladesh the formula must be tested against the central bank's rules. A put at a guaranteed return, or a price above net asset value without an independent valuation, may be valid between the parties yet fall outside the general permission when the non-resident sells to a resident.[3] The safer approach is to set the exit price as fair value determined by an eligible valuer using the prescribed methods, with a fallback to Bangladesh Bank approval and a long-stop date that reflects the 45-day completion window.

Governance and reserved matters

A minority foreign investor protects itself through board seats, a reserved-matters list and information rights. Those rights should be mirrored in the articles, because a shareholders' agreement binds only its parties, while the articles bind the company and every future shareholder. Pre-emption on new issues, anti-dilution protection and the right to approve related-party transactions are the clauses most often needed in practice. Where the agreement contemplates a listing, it should anticipate BSEC's consent requirement for any public offer of securities.[6] Disputes under the agreement are usually sent to arbitration, backed where possible by investment treaty protection; see our guide to foreign arbitral award enforcement in Bangladesh.

Joint investment agreements with local partners

A joint investment agreement, as distinct from a shareholders' agreement, is often used when two or more investors co-invest in a project, a consortium bid or a special purpose company before it exists. It records each party's commitment, the funding timetable, the consequences of a party failing to fund, the allocation of pre-incorporation costs and who will hold which licences. Where one investor is foreign and the other local, the agreement should state how each party's contribution will be made: cash through the banking channel, capital machinery or, for the local partner, land or other assets that must be valued. Our joint ventures and strategic alliances practice drafts these agreements.

Outbound investment from Bangladesh: investing abroad

Outbound investment is where Bangladesh's capital account remains most closed. Residents have no general right to acquire foreign securities or establish subsidiaries abroad. Securities cannot be exported from Bangladesh without the general or special permission of Bangladesh Bank, and residents holding foreign securities need an export permit before sending them abroad for sale or transfer.[2] Equity investment abroad therefore needs a specific route, and there are only a few.

The Overseas Equity Investment Rules 2022

The main route is the Capital Account Transaction (Overseas Equity Investment) Rules 2022, issued by the Financial Institutions Division of the Ministry of Finance in January 2022 under section 26 of the Foreign Exchange Regulation Act 1947.[11] The rules are designed for exporters. Investment is funded from the Exporters' Retention Quota account and is capped at the lower of 20 per cent of average annual export earnings over the preceding five years and 25 per cent of net worth in the latest audited accounts.[12] Applications go through an authorised dealer to Bangladesh Bank and are decided by a fifteen-member committee chaired by the Governor.[11] [12]

Eligibility and destination tests

The applicant must be financially sound on five years of audited accounts, must not be a loan defaulter and must have a credit rating grade of at least 2.0 under the central bank's mapping. The overseas business should ordinarily be similar to the home business, and the proposal needs a feasibility study showing future foreign exchange earnings.[12] Priority goes to countries that have a double taxation treaty with Bangladesh permitting repatriation of gains, dividends and fees, and to countries with a bilateral investment agreement. Countries under UN, EU or OFAC sanctions, those not compliant with FATF standards and those without diplomatic relations with Bangladesh are excluded.[12]

Repatriation obligations after approval

Funds must be sent directly to the foreign subsidiary's bank account and returned if the investment does not proceed.[12] All receipts from the overseas company, including dividends, interest, sale proceeds, liquidation balances, royalties and fees, must be brought back to Bangladesh within 30 days of receipt, and misuse of the investment is treated as money laundering.[11] In practice, the overseas entity cannot be used as a cash pool.

Start-ups, share swaps and offices abroad

Two narrower routes were added in March 2025. Start-ups may remit up to USD 10,000 to set up a legal entity abroad, reporting to Bangladesh Bank within one month of incorporation and no later than six months after the remittance; and Bangladesh Bank will consider acquisitions of foreign companies through a swap of shares or securities, with the swap ratio set according to global best practice.[9]

Separately, residents other than banks and finance companies may open an office abroad without prior approval, reporting it within one month, and remit up to USD 30,000 a year for its current expenses. That authorisation cannot be used to fund equity in a subsidiary, and net surplus earnings of the office must be promptly repatriated.[4]

Structuring an outbound investment

The destination tests favour treaty countries, and the 30-day repatriation rule makes intermediate cash retention difficult, so outbound investment structuring Bangladesh groups undertake usually favours a direct investment into a treaty country with a clear business case. Our guides to outward remittance and foreign exchange regulations explain the wider regime.

Foreign portfolio investment Bangladesh: NITA, custody and repatriation

Foreign portfolio investment Bangladesh rules are simpler than those for direct investment, because the route is standardised. Non-resident persons and institutions, including non-resident Bangladeshis, may buy Bangladeshi shares and securities against freely convertible foreign currency remitted through the banking channel, and all related transactions, including dividends, interest and sale proceeds, must pass through a Non-resident Investor's Taka Account.[2] Foreign investors can transact in listed securities without any presence in Bangladesh.[6]

How a NITA works

A NITA may be opened with any authorised dealer, funded by inward remittance or transfer from the investor's foreign currency account in Bangladesh. Its balances may be used freely to buy Bangladeshi securities, transferred to the same person's foreign currency account or remitted abroad. It can be operated by the investor or a nominee, including the bank itself. Listed securities must be bought and sold through a registered broker, though new public issues may be bought directly from the issuer.[2]

No local funds other than the permitted credits may enter the account, no loans may be granted against it, and trades must be booked at the prevailing market price.[2] "Securities" for this purpose takes its meaning from the Foreign Exchange Regulation Act 1947 and includes Government securities and mutual fund units as well as shares and bonds.[2]

Dividends, sale proceeds and tax

Dividends and interest are credited net of tax, and the bank must withhold the tax itself unless the issuer's auditor certifies that it has already been deducted. Sale proceeds are credited net of any capital gains tax, which the bank must also withhold.[2] Bangladesh Bank's prior approval is not needed to remit sale proceeds of listed securities held by non-residents, but the repatriable amount cannot exceed the market price on the stock exchange on the date of sale.[2] Banks report NITA transactions to Bangladesh Bank monthly, with certificates on tax withheld or exempted.[2]

Foreign institutional investors in the 2026 market

Foreign institutional participation remains thin. Bangladesh Bank data show net foreign withdrawals from the stock market of USD 223 million in FY2025-26, against USD 138 million a year earlier, and net foreign portfolio investment has been negative since FY21. The floor price was lifted from all but two companies after August 2024 and from the remaining two in June 2026, and MSCI is to resume regular index reviews of Bangladesh from November 2026.[14] For a foreign fund, the legal route is straightforward; the commercial risks are liquidity, currency and policy predictability.

From portfolio to strategic stake

Once a foreign investor approaches control thresholds in a listed company, BSEC's takeover rules apply; see our guides to substantial acquisition of shares and BSEC compliance. Decide at the outset whether a stake is a NITA portfolio holding or direct investment with a full foreign exchange file, because the two are documented differently.

Building an investment structuring Bangladesh plan step by step

The sequence below reflects how TRW approaches a new inbound structure. It applies with adjustments to joint ventures, acquisitions and portfolio-to-strategic conversions.

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Mistakes to avoid in investment structuring Bangladesh deals

Treating the treaty rate as automatic

Assuming that a treaty rate will be applied without an NBR application leads to over-withholding, cash trapped in refund claims and delayed dividends. Build the application into the dividend timetable.

Choosing a holding company with no substance

A holding company with no staff, decisions or other business is vulnerable to challenge on beneficial ownership, and the Offshore Indirect Transfer Rules reduce the benefit of selling above Bangladesh in any case. Choose the jurisdiction for genuine regional reasons.

Writing exit prices that Bangladesh Bank will not accept

Guaranteed-return puts and fixed-multiple buy-outs often fail the net asset value and fair value tests. Draft the price as fair value by an eligible valuer, with an approval fallback.

Issuing shares before the money arrives

Shares issued before the inward remittance is received and converted, or without the 14-day report, create a defective trail that blocks later repatriation. Close only once the bank has certified the remittance.

What to watch in 2026 and 2027

Several developments will shape investment structuring Bangladesh decisions over the next year. The first is the implementation of the Invest Bangladesh Act 2026, including any revised schedules for registration, incentives and royalty approvals under the new Authority.[1] The second is whether Bangladesh Bank, having consolidated its share-transfer and outward-remittance rules and eased parent lending in 2026, moves further towards automatic routes for larger transactions.[3] [4]

The third is the capital market. MSCI's resumed reviews and the removal of the last floor prices could bring foreign institutions back, but only if liquidity and policy stability follow.[14] The fourth is the outbound regime, which remains confined largely to exporters. Bangladeshi groups with regional ambitions should expect continued pressure for a broader route. Our tax structuring practice and capital markets practice track each of these and will update structures as the rules change.

Frequently asked questions

What is the most common holding structure for foreign investment in Bangladesh?

A Bangladeshi private limited company owned either directly by the foreign parent or through a regional holding company in a treaty jurisdiction such as Singapore, the Netherlands, Hong Kong or the UAE. The right choice depends on the parent's own treaty, the expected exit and whether the holding company has genuine substance.[6]

What withholding tax applies to dividends paid to a foreign shareholder?

Under domestic law, 20 per cent for a non-resident company, fund or trust. Treaties can reduce this, often to 10 or 15 per cent and in some cases 5 per cent for qualifying holdings.[10]

Is the treaty rate applied automatically?

No. The non-resident must apply to the National Board of Revenue with supporting documents, and approval takes around 30 days.[6]

Can a foreign investor avoid Bangladeshi tax by selling an offshore holding company?

Not reliably. Shares in a non-resident company that derive their value from Bangladeshi assets are treated as Bangladesh-situated, and the Offshore Indirect Transfer Rules 2022 govern how such gains are taxed.[7]

Can a foreign parent lend to its Bangladesh subsidiary?

Yes. Since July 2026 wholly foreign-owned industrial enterprises may borrow from parents, associates and shareholders abroad under a general authorisation, with cost caps and amount limits that depend on tenor and purpose.[5]

What price can a foreign investor receive when selling unlisted shares to a local buyer?

Without Bangladesh Bank approval, a price up to net asset value, up to BDT 10 million with a joint price justification, or up to BDT 1 billion at an independent fair value. Above these limits, approval is needed.[3]

Can a Bangladeshi company invest in a foreign subsidiary?

Only through a specific route. Exporters may apply under the Overseas Equity Investment Rules 2022, capped at the lower of 20 per cent of average export earnings and 25 per cent of net worth, with approval by a committee chaired by the Bangladesh Bank Governor.[11] [12]

Can a Bangladeshi start-up set up a company abroad?

Yes. Since March 2025 start-ups may remit up to USD 10,000 to set up a legal entity abroad, reporting to Bangladesh Bank within one month of incorporation.[9]

What is a NITA?

A Non-resident Investor's Taka Account, opened with an authorised dealer, through which non-residents buy Bangladeshi securities and receive dividends, interest and sale proceeds. Its balances can be remitted abroad in foreign currency.[2]

Do foreign portfolio investors need approval to repatriate sale proceeds?

No prior Bangladesh Bank approval is needed for listed securities, but the repatriable amount cannot exceed the market price on the stock exchange on the date of sale, and tax must be withheld first.[2]