Buying House Registration in Bangladesh

by Barrister Tahmidur Rahman | Oct 21, 2026

Trade, Competition & RegulationSourcing offices set up properly8 min read

Buying House Registration in Bangladesh

Legal support with buying house registration in Bangladesh for sourcing agents, merchandising firms and foreign brands, covering company formation, Department of Textiles registration, trade body membership, IRC and ERC, commission flows, foreign exchange rules, tax and ongoing renewals and compliance with buyer and regulatory requirements.

Overview

What buying house registration involves in Bangladesh

Buying house registration is the regulatory foundation for any business that sources garments, textiles or accessories from Bangladesh factories on behalf of overseas buyers. A buying house typically negotiates orders, manages samples and quality control, follows production and arranges shipment, earning commission from the buyer or the exporter. Because that commission is paid in foreign currency and passes through export proceeds, the business sits at the intersection of textile regulation, trade licensing, foreign exchange control and tax. Our regulatory lawyers in Bangladesh advise new and established buying houses on getting each of these layers right, starting with buying house registration.

Registration of buying houses with the Department of Textiles under the Textile Act 2018 has been mandatory since 2019. The Department expects applicants to hold the basic corporate and tax documents first: a trade licence from the local city corporation or municipality, a tax identification number, a business identification number for VAT, an incorporation certificate where the business is a company, a bank solvency certificate and membership of a recognised trade association. The Ministry of Textiles and Jute has recognised a dedicated buying house association, and many firms also hold associate membership of BGMEA for practical banking reasons.

Ownership is an early question. Buying house and indenting activities are among the limited sectors where local ownership requirements apply, so a foreign brand cannot simply incorporate a wholly owned buying house. Foreign businesses that want their own people in Bangladesh usually open a liaison office approved by Invest Bangladesh, successor to BIDA since August 2026. A liaison office is funded from abroad and cannot earn local income, including buying commission. Others work with a locally owned buying house under a carefully drafted agency or services agreement. We advise on which structure fits before buying house registration begins.

Commission and foreign exchange rules have tightened. Bangladesh Bank's consolidated export circular issued in July 2026 requires exporters to declare the full invoice value without deducting agent commission and caps commission paid by exporters at a set percentage of goods value unless Bangladesh Bank approves more. Buying agents with the necessary permissions and trade body membership may retain a portion of foreign currency earnings. Income tax is deducted from commission paid out of export proceeds, and fees received from abroad are also taxed at source. These rules affect how buying house contracts, invoices and bank arrangements should be structured.

We act for local entrepreneurs establishing a sourcing business, for existing merchandising firms regularising their position, and for foreign buyers who need to understand the legal status of the agents they rely on. Barrister Tahmidur Rahman advises on structuring and contracts, Barrister Remura Meheruba Mahbub on foreign investment and liaison offices, and Adv Syed Wahid on disputes with factories or buyers.

Our corporate team handles company formation. For a practical plan for your buying house registration and compliance, please contact our Dhaka office and tell us about the business model. Initial discussions focus on what the business needs first.

01 · What we handle

Core workstreams

  • Structure and ownership advice
  • Company formation and licences
  • Department of Textiles registration
  • Trade association membership
02 · How it runs

Four clear stages

  1. 01Model and structure
  2. 02Entity and licences
  3. 03Registration filing
  4. 04Contracts and renewals
03 · Start here

Talk to a partner

Consultations in Dhaka or by video. Scope, team and fees are agreed in writing first.

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How we help

How we support buying houses and sourcing businesses

Workstream 01Trade, Competition & Regulation

Structure and ownership advice

  • Model and structure
  • Entity and licences
  • Registration filing
  • Contracts and renewals
Workstream 02Trade, Competition & Regulation

Company formation and licences

  • Model and structure
  • Entity and licences
  • Registration filing
  • Contracts and renewals
Workstream 03Trade, Competition & Regulation

Department of Textiles registration

  • Model and structure
  • Entity and licences
  • Registration filing
  • Contracts and renewals
Workstream 04Trade, Competition & Regulation

Trade association membership

  • Model and structure
  • Entity and licences
  • Registration filing
  • Contracts and renewals
Workstream 05Trade, Competition & Regulation

Contracts and commission flows

  • Model and structure
  • Entity and licences
  • Registration filing
  • Contracts and renewals
Workstream 06Trade, Competition & Regulation

Compliance and supply-chain duties

  • Model and structure
  • Entity and licences
  • Registration filing
  • Contracts and renewals
01

Structure and ownership advice

We assess the proposed business model, ownership and funding, explain where local ownership requirements apply, and compare a locally owned buying house, a liaison office and a contractual agency model. We set out what each structure can lawfully do, how it can be paid, and what approvals it needs, so that buying house registration is pursued for the right entity from the start. Early clarity avoids costly rework later.

02

Company formation and licences

We incorporate the private limited company with the Registrar of Joint Stock Companies, prepare memorandum and articles that cover sourcing, merchandising and quality control services, and obtain the trade licence, TIN and BIN. Where the business will import samples or export in its own name, or act as an indenting agent, we advise on IRC, ERC or indenting registration. Each document is checked for consistency.

03

Department of Textiles registration

We prepare and file the buying house registration application with the Department of Textiles, assemble the supporting documents, deal with queries and inspections, and track the certificate's renewal date. We also handle changes of name, address, directors or ownership, which need to be reported, and advise on the consequences of operating with an expired or unregistered certificate. We also keep copies of every filing.

04

Trade association membership

Membership of a recognised association is both a registration requirement and a practical necessity, because associations issue certificates and recommendations used in banking and regulatory processes. We guide clients through membership of the buying house association and associate membership of BGMEA or other bodies, and keep renewals aligned with the buying house registration cycle. Membership details should match the registration file and the trade licence.

05

Contracts and commission flows

We draft and review buying agency agreements, services agreements with foreign principals, commission arrangements with factories and quality control terms. Our drafting reflects the current Bangladesh Bank export rules on invoice declaration, commission limits and retention quotas, and the tax deducted at source, so that commission is paid and received lawfully and can be repatriated or retained as permitted. We also review and update existing agreements.

06

Compliance and supply-chain duties

Buying houses increasingly carry compliance expectations from their buyers on labour standards, factory audits and traceability, including evidence needed for US and EU forced labour rules. We advise on code of conduct terms, audit rights, remediation clauses and record keeping, and on the buying house's own obligations as an employer under the Labour Act as amended in 2026. Policies are drafted to be practical and proportionate.

RecognitionThe Legal 500Asia Pacific ranks Tahmidur Remura Wahid (TRW) Law Firm for dispute resolution in Bangladesh.
Cross-border reach6 jurisdictionsMatters coordinated with counsel in the UK, US, UAE, China, India and Singapore.
Bar and admissionsDhaka and LondonBarristers and advocates in Bangladesh, with a solicitor of England and Wales (non-practising).
HeadquartersDhakaHouse 410, Road 29, Mohakhali DOHS. Consultations in person or by video.
Who leads this work

Partner-led, on every matter.

Trade, Competition & Regulation matters at TRW are led by partners, supported by associates, with one responsible lawyer from first advice to final outcome.

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01

Is buying house registration with the Department of Textiles compulsory for every sourcing business?

If the business is carrying on buying house activities, such as sourcing, merchandising and coordinating orders for foreign buyers from Bangladesh factories, then registration with the Department of Textiles has been mandatory since 2019 under the Textile Act 2018 framework. Operating without it can cause problems with banks, trade associations, buyers and the authorities, and can leave commission payments exposed. Businesses that describe themselves differently but do the same work should take advice, because the label used in contracts does not change the regulatory analysis or the obligation to register. We confirm early whether buying house registration applies.

02

What documents are needed before applying for buying house registration with the Department?

Applicants normally need a valid trade licence, a TIN and a BIN, an RJSC incorporation certificate and constitutional documents if the business is a company, a current income tax certificate, a bank solvency certificate, an estimate of annual turnover, national identity documents of the owners, and a trade association membership certificate. Office lease documents and an inspection report may also be required. We prepare a checklist tailored to the business, collect and review each document, and check that names, addresses and activities match across every certificate before filing. Mismatched details are the commonest cause of delay.

03

Can a foreign company or brand own a buying house in Bangladesh?

Generally not on a wholly owned basis. Buying house and indenting services are among the limited sectors where local ownership requirements apply, so a foreign brand cannot usually incorporate its own buying house and obtain buying house registration in the ordinary way. Common alternatives are a liaison office approved by Invest Bangladesh, which can coordinate but cannot earn commission, or a contractual relationship with a locally owned buying house. We advise foreign groups on these options and on the governance, data and compliance protections they should negotiate with local agents. Local partners should hold buying house registration themselves.

04

How much does buying house registration cost in Bangladesh in total?

The total cost has several parts: the Department of Textiles registration and renewal fees, RJSC incorporation fees and stamp duty, the trade licence, trade association membership fees, and import or export registration fees where needed. Government and association fee schedules are revised from time to time, so we confirm current amounts before any payment is made. Professional fees depend on the scope of work. Our insight article on opening a buying house sets out the published fee figures and their sources, and we provide a written estimate at the outset. Budget also for annual renewals and association subscriptions.

05

Does a buying house need an IRC, ERC or indenting registration?

Not always. A buying house that only provides sourcing and merchandising services and earns commission may not need an import or export registration certificate. If it imports samples or materials in its own name, exports goods itself, or acts as an indenting agent for foreign suppliers, the relevant registration from the import and export control office under the 2023 registration order will be needed. We look at the actual flow of goods and money and advise which certificates are required alongside buying house registration, avoiding unnecessary applications and fees. This keeps buying house registration and trade licensing aligned.

06

How do the 2026 Bangladesh Bank export rules affect buying house commission payments?

The consolidated export circular issued in July 2026 requires exporters to declare the full invoice value without netting off agent commission and caps the commission an exporter may pay unless Bangladesh Bank allows a higher rate. Separately, buying agents holding the necessary permissions and association membership may retain part of their foreign currency earnings. These rules affect how commission is invoiced, paid and banked. We review existing agreements and bank arrangements and update them so that the buying house and its factory partners remain compliant with current foreign exchange law. Older agreements and bank mandates often need amendment.

07

How is buying house commission and service income taxed in Bangladesh?

Commission paid to a buying house out of export proceeds is subject to tax deducted at source, and fees received from foreign principals through the banking channel are also taxed at source, at rates set by the Income Tax Act 2023 as amended by each Finance Act. Whether the deduction is the final liability or a credit against regular tax depends on the current law and the type of income. VAT may also apply to some services. We advise on the position alongside buying house registration and coordinate closely with the client's accountant on returns and records.

08

What happens if our buying house registration lapses or our details change?

Renewal deadlines matter. A lapsed certificate can attract late fees, cause banks to delay processing commission, create problems with trade association membership and raise questions from buyers carrying out supplier due diligence. In more serious cases the authorities may treat the business as operating without registration. We help clients renew promptly, regularise any gap, and update the Department of Textiles on changes in directors, ownership or address, which should be reported so that the registered details match the business as it actually operates. Renewals should be diarised well ahead of each expiry date by the business.

How a matter runs

From first call to resolution.

  1. 01

    Model and structure

    We review the planned services, ownership, funding and buyer relationships, confirm whether local ownership rules apply, and recommend a buying house, liaison office or agency structure with a list of approvals needed. This shapes every later step.

  2. 02

    Entity and licences

    We incorporate the company with RJSC where required, obtain the trade licence, TIN and BIN, open bank accounts, and arrange trade association membership so that the core documents are ready for registration. This avoids later delays and rework.

  3. 03

    Registration filing

    We file the buying house registration application with the Department of Textiles, respond to queries and any inspection, and obtain IRC, ERC or indenting registration where the business model requires it. Certificates are then checked carefully.

  4. 04

    Contracts and renewals

    We draft agency and commission agreements reflecting Bangladesh Bank and tax rules, set up a renewal calendar for certificates and memberships, and advise on changes, disputes and buyer compliance requests as they arise. Clients receive reminders well before deadlines.

“Demonstrates an extraordinary command over both domestic litigation and international arbitration.”

The Legal 500 Asia Pacific, Bangladesh: Dispute resolution, client feedback

FAQ

Questions, answered.

Still unsure? Email info@trw.co with a short outline of the matter.

How long does buying house registration take from start to finish?
Timing depends on how quickly the company, trade licence, tax registrations, bank solvency certificate and association membership are in place, because the Department of Textiles application relies on them. Once those documents are ready and consistent, the filing itself is relatively straightforward, although queries and inspections can add time. We give clients a realistic timetable at the outset based on their documents and keep them informed at each stage of the process. Delays usually arise from inconsistent documents rather than the filing itself.
Can a sole proprietorship or partnership obtain buying house registration?
Some buying houses operate as proprietorships or partnerships, and the documents required differ accordingly. However, a private limited company is often preferred by banks and foreign buyers because it separates business and personal liability and makes ownership changes easier. We advise on the best vehicle for the business, taking into account the owners' plans, buyer expectations, banking requirements and the tax position of each option. The chosen vehicle must then be used consistently for buying house registration.
Do we need to register with BGMEA as well?
BGMEA membership is primarily for garment manufacturers and exporters, but it offers associate membership for buying houses and liaison offices, which many firms hold for practical reasons. The trade association membership required for buying house registration can be satisfied through the recognised buying house association. We advise which memberships are needed for the specific business and how to keep them current alongside the Department's renewal cycle. Membership certificates must also be renewed on time each year, as banks check them.
Can a foreign buyer's liaison office carry out buying house work?
A liaison office can coordinate sourcing, monitor production and quality and liaise with factories on behalf of its foreign parent, but it cannot earn income in Bangladesh, including commission. Its expenses must be funded by inward remittances. If the foreign group wants commission-earning activity locally, it usually needs a locally owned buying house partner. We advise on the boundary between permitted liaison work and commercial activity. Crossing that boundary can create tax and regulatory exposure for the parent.
What should a buying agency agreement with a foreign buyer cover?
A sound agreement defines the services, commission rate and calculation basis, payment route and timing, exclusivity, quality control and inspection duties, compliance obligations on labour and traceability, confidentiality, intellectual property in designs and samples, liability for defective or late shipments, termination and dispute resolution. It should also reflect current foreign exchange and tax rules so that commission can be paid and received lawfully. It should also state which party holds buying house registration and keeps it current.
Do buyers check buying house registration during due diligence?
Increasingly, yes. Brands and retailers carrying out supplier and agent due diligence often ask for the registration certificate, trade licence, tax documents and association membership, along with evidence of compliance policies. Gaps can delay onboarding or lead to termination. We help buying houses prepare a clean compliance file and respond to buyer questionnaires accurately, without overstating what the business does or the controls it operates. A current buying house registration certificate is usually the first document requested.
Can TRW help with commercial disputes with factories or buyers?
Yes. Buying houses can be caught between buyers and factories over quality claims, delayed shipments, cancelled orders, unpaid commission or chargebacks. We review the contracts and correspondence, advise on the legal position and negotiate settlements. Where needed, our dispute resolution team brings claims or defends them in court, in arbitration or through mediation, including claims that must be pursued against parties outside Bangladesh. Early advice often preserves evidence, leverage and options, whether or not buying house registration is in issue.
Does buying house registration need to be renewed, and how often?
Yes. The certificate issued by the Department of Textiles is valid for a fixed period and must be renewed, and trade licences and association memberships have their own annual renewal cycles. Late renewal can carry additional fees and practical difficulties with banks and buyers. We maintain a renewal calendar for clients and handle renewal filings and change notifications on their behalf when instructed to do so. Change notifications should also be filed promptly and accurately.

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