Foreign Investment and Project Registration in Bangladesh

by Barrister Tahmidur Rahman | Sep 8, 2026

Corporate & FinanceEntry, registration and repatriation8 min read

Foreign Investment and Project Registration in Bangladesh

Foreign investment in Bangladesh, from structuring and company formation to Invest Bangladesh project registration, capital inflows, work permits and repatriation, with practical advice that keeps the corporate, banking, tax and regulatory steps in the right order from the first day until exit.

Overview

Foreign investment in Bangladesh after the 2026 reforms

Foreign investment into Bangladesh now runs through a changed institutional framework. Under the Invest Bangladesh Act 2026, the former BIDA, BEZA and PPP Authority were merged into Invest Bangladesh, which has been operating since 23 August 2026. Investors who previously dealt with BIDA registration, economic zone approvals or PPP processes now deal with one authority, while BEPZA and the Hi-Tech Park Authority remain separate. We advise overseas companies, funds and Bangladeshi partners on structuring, registering and implementing foreign investment projects under the new arrangements, as part of our wider corporate practice in Bangladesh.

Registration with an investment authority is only one step. A foreign investment typically also needs company incorporation or permission for a branch or liaison office, tax and VAT registrations, a trade licence, sector licences, bank accounts, documentation of inward remittances and, often, work permits for expatriate staff. Bangladesh Bank and the authorised dealer banks control how capital comes in and how dividends, loan repayments, fees and sale proceeds go out, under the Foreign Exchange Regulation Act 1947 and related guidance. Getting the sequence wrong can delay operations or create repatriation problems years later, when records are hard to repair.

The Foreign Private Investment (Promotion and Protection) Act 1980 continues to provide core statutory protections for foreign investors, including protection against expropriation without compensation and for the repatriation of investment and returns, subject to the foreign exchange rules. Bangladesh has also signed bilateral investment treaties with a number of countries. We look at these protections at the structuring stage, because the choice of holding company jurisdiction can affect treaty coverage, double tax treaty relief and the practical route for funds. Where a foreign investment later runs into difficulty, early structuring often decides which dispute resolution options are open.

The transition to Invest Bangladesh also raises practical questions for existing investors. Registrations, permissions and work permits issued by BIDA or BEZA before August 2026 generally continue, but amendments, renewals and new applications now go to the merged authority, and forms, service times and internal procedures are still settling. A foreign investment that was registered years ago may need its records updated before the next capital increase, change of ownership or remittance. We review the existing approvals file, identify gaps and plan any filings so that ordinary business is not interrupted by questions about which authority holds the record.

Barrister Tahmidur Rahman and Barrister Remura Meheruba Mahbub advise on foreign investment, joint ventures and investment finance, and Barrister Mahbub is also a solicitor of England and Wales (non-practising). We work with counsel in the UK, US, UAE, China, India and Singapore, so that offshore holding, financing and shareholder documents fit the Bangladesh approvals. Our office is in Mohakhali DOHS, Dhaka, and investors at the planning stage can arrange an initial discussion through our Dhaka contact page. We also advise Bangladeshi sponsors seeking foreign partners or capital, where the same approvals and records matter.

01 · What we handle

Core workstreams

  • Market entry and structuring
  • Company formation and branch permissions
  • Invest Bangladesh project registration
  • Capital inflows and repatriation
02 · How it runs

Four clear stages

  1. 01Scoping and structure
  2. 02Formation and registration
  3. 03Capital and people
  4. 04Operation and exit
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 investors

Workstream 01Corporate & Finance

Market entry and structuring

  • Scoping and structure
  • Formation and registration
  • Capital and people
  • Operation and exit
Workstream 02Corporate & Finance

Company formation and branch permissions

  • Scoping and structure
  • Formation and registration
  • Capital and people
  • Operation and exit
Workstream 03Corporate & Finance

Invest Bangladesh project registration

  • Scoping and structure
  • Formation and registration
  • Capital and people
  • Operation and exit
Workstream 04Corporate & Finance

Capital inflows and repatriation

  • Scoping and structure
  • Formation and registration
  • Capital and people
  • Operation and exit
Workstream 05Corporate & Finance

Work permits and expatriate staff

  • Scoping and structure
  • Formation and registration
  • Capital and people
  • Operation and exit
Workstream 06Corporate & Finance

Incentives, compliance and disputes

  • Scoping and structure
  • Formation and registration
  • Capital and people
  • Operation and exit
01

Market entry and structuring

We help investors choose between a subsidiary, joint venture, branch, liaison office or zone-based enterprise, and assess sector restrictions, capital expectations and licensing needs. We also consider the holding jurisdiction, treaty protection, tax on dividends and interest, and how a foreign investment can later be exited or restructured without unnecessary approvals, tax leakage or disputes with banks over the original records. We set the options out in a short structure paper.

02

Company formation and branch permissions

We incorporate private limited companies with the Registrar of Joint Stock Companies and Firms, prepare memoranda and articles suited to foreign shareholders, and handle share allotments and statutory filings. For branch, liaison and project offices, we prepare applications for Invest Bangladesh permission and manage the bank account, remittance and tax steps that follow approval, including the conditions attached to the permission and the periodic reporting it requires.

03

Invest Bangladesh project registration

We prepare project registration applications for foreign investment projects with Invest Bangladesh, or with BEPZA or the Hi-Tech Park Authority where the project sits in their zones or parks. This covers the project profile, ownership and board documents, investment plan and declarations. We also handle later amendments, such as changes in ownership, capacity or activity, which may need prior permission before they take effect, and the record updates that follow.

04

Capital inflows and repatriation

We advise on bringing in equity and shareholder loans through authorised dealer banks, obtaining the right inward remittance documents, and keeping records that support later repatriation. Our work covers dividends, royalties, technical fees, foreign loans and share transfers between residents and non-residents, including the Bangladesh Bank processes, valuation questions and tax clearances that typically apply to each type of payment, so that each outward remittance is properly supported.

05

Work permits and expatriate staff

Foreign directors, managers and technical staff need the right visa and work permit before they start work. We advise on eligibility, the documents the investor must provide, realistic timing, and how permit conditions interact with the company's registration status and tax obligations. We also help where permits need renewal, where a role changes, or where staff move between group companies during the life of a foreign investment, keeping the permit record consistent.

06

Incentives, compliance and disputes

We review tax incentives, industrial-area benefits and import entitlements, and the conditions attached to them. After launch, we support annual corporate filings, regulatory reporting and changes to the investment. Where problems arise with an authority, a joint-venture partner or a bank, we assess remedies under the investment laws, the contract and any applicable investment treaty, and coordinate with our arbitration and litigation lawyers where formal proceedings become necessary.

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.

Corporate & Finance 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

Do we still need BIDA registration for a foreign investment in Bangladesh?

BIDA no longer exists as a separate body. Since 23 August 2026, its functions sit with Invest Bangladesh under the Invest Bangladesh Act 2026, together with those of the former BEZA and PPP Authority. Many private projects, including those with foreign investment, are expected to register with Invest Bangladesh, but the position depends on the activity and location. Projects in export processing zones fall under BEPZA, and hi-tech park projects under the Hi-Tech Park Authority. Earlier registrations generally continue, but amendments now go to the new authority. Because guidance is still being issued, we check current requirements before filing anything.

02

Can a foreign company own 100% of a Bangladeshi company?

In many sectors, yes. Bangladesh generally permits full foreign ownership of private companies, and there is no general requirement for a local partner. However, some activities are reserved or subject to ownership caps, licensing conditions or regulator approval, for example certain financial services, telecommunications, media and security-sensitive activities. Sector rules change, so we confirm the current position with the relevant regulator rather than rely on older lists. Even where full ownership is allowed, the company must meet the minimum number of shareholders and directors under the Companies Act 1994, and any nominee shareholding needs careful documentation for banks.

03

How does foreign investment capital have to be brought into Bangladesh?

Equity capital is normally remitted through the banking system to the company's account with an authorised dealer bank, which issues documentation such as an encashment certificate confirming the inward remittance. Share allotments should match the funds received, and the records should be kept carefully because they support later dividends and repatriation. Shareholder loans follow separate approval and reporting rules, and interest paid to non-residents is subject to withholding tax, which the Finance Act 2026 reduced to 10% from 20%. Capital in kind, such as imported machinery, raises its own valuation and customs questions. We map these steps before money moves.

04

Can profits and capital from a foreign investment be repatriated?

Yes, subject to the foreign exchange rules and tax. Dividends from a Bangladeshi company to foreign shareholders can generally be remitted through the company's authorised dealer bank once tax has been withheld and the required documents are produced. Repatriating sale proceeds or capital on exit typically involves valuation, tax clearance and Bangladesh Bank processes, which can take time. Problems often trace back to gaps in the original inward remittance or share records, which are difficult to cure later. We review those records early and plan exits so that the foreign investment can be realised without avoidable delay or dispute.

05

How long does it take to set up and register a foreign-owned business?

There is no single timeframe, because each foreign investment depends on the structure, the sector and the documents available from the parent company. Incorporation with the Registrar of Joint Stock Companies and Firms can move relatively quickly once notarised and legalised documents are ready, but bank account opening, inward remittance, project registration, licences and work permits each add time. Sector licences can take considerably longer than the corporate steps. Invest Bangladesh is still settling into its new role, so service times may change. We prepare a realistic plan that shows dependencies before leases, hiring and imports are committed.

06

What protections does a foreign investment have if things go wrong?

The Foreign Private Investment (Promotion and Protection) Act 1980 provides statutory protections, including against expropriation without compensation and for repatriation, and it was not repealed by the Invest Bangladesh Act 2026. Bangladesh's bilateral investment treaties may give qualifying investors further protection and access to international arbitration against the state. Contracts with partners and state bodies can also include arbitration clauses under the Arbitration Act 2001. Which protections apply depends on the investor's nationality, the holding structure and the contract terms. We advise on these protections at the structuring stage and on remedies when disputes arise, including notice and cooling-off steps.

07

Which sectors need a licence in addition to foreign investment registration?

Many do. Banking, insurance, non-bank finance, payment services, telecommunications, broadcasting, power, pharmaceuticals, healthcare, education and recruitment are examples of activities with their own regulator and licence, and some impose ownership, capital or local management conditions. Registration with Invest Bangladesh does not replace these licences, and the regulator may expect the company to exist before it applies. A foreign investment plan should therefore show which licences are needed, which can be applied for in parallel, and which conditions affect the shareholding or board. We confirm these points with the regulator before the structure is finalised.

08

Can an existing foreign investment be restructured or sold?

Yes, but changes need planning. Transferring shares to a new owner, moving the holding company to another jurisdiction, merging group entities or converting a branch into a subsidiary may each require prior permission from Invest Bangladesh or a sector regulator, bank reporting, valuation and tax clearance. Where non-residents are involved, the price and payment route must satisfy Bangladesh Bank and the authorised dealer bank. Restructuring a foreign investment can also affect incentives, licences and treaty protection. We review the existing approvals and records first, then sequence the steps so that the business keeps operating while the change is made.

How a matter runs

From first call to resolution.

  1. 01

    Scoping and structure

    We review the proposed activity, sector, location, ownership and funding, confirm which authorities and licences apply, and recommend a structure for the foreign investment with a sequenced approval plan and a list of documents the parent must prepare and legalise.

  2. 02

    Formation and registration

    We incorporate the company or obtain branch permission, then prepare and file the Invest Bangladesh, BEPZA or Hi-Tech Park Authority registration, together with tax, VAT and trade licence registrations and any sector licence applications, keeping one record of approvals.

  3. 03

    Capital and people

    We coordinate the inward remittance with the authorised dealer bank, complete share allotments and filings, and obtain the visas and work permits for expatriate directors and key staff who will be based in Bangladesh, so that the team can start lawfully.

  4. 04

    Operation and exit

    We support sector licences, incentive claims, annual compliance and later changes, and advise on dividends, share transfers, restructuring and repatriation when the investor expands, brings in a partner or exits the market, keeping the full approvals file current throughout.

“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.

What replaced BIDA for foreign investment registration?
BIDA, BEZA and the PPP Authority were merged into Invest Bangladesh under the Invest Bangladesh Act 2026, and the new authority has operated since 23 August 2026. It is expected to handle project registration, branch and liaison office permissions and work permits for most private projects. BEPZA and the Hi-Tech Park Authority continue as separate bodies for their own zones and parks, so the location of a foreign investment still determines which authority handles the file.
Is there a minimum amount for foreign investment in Bangladesh?
There is no general minimum for investing in a private company, although some sectors, licences and visas carry their own capital or remittance requirements. Branch and liaison offices are usually expected to bring in a set level of initial funds. Investor visa and work permit eligibility can also depend on the size of the investment, so we confirm current thresholds before planning the capital structure and the timing of the first remittance into Bangladesh, since banks check these points closely.
Can foreign nationals be directors of a Bangladeshi company?
Yes. A private company needs at least two directors, and foreign nationals can serve. There is no general rule requiring a Bangladeshi director, although some regulated sectors have local requirements. Foreign directors who will work in Bangladesh need the appropriate visa and work permit, and all directors should understand their personal responsibilities under company, tax, labour and foreign exchange laws before accepting the role, including filing and reporting duties that continue after appointment.
Are tax incentives available to foreign investors?
Incentives may be available for particular sectors, regions, industrial areas and export processing zones, and double tax treaties can reduce withholding on dividends, interest and royalties. Incentives usually carry conditions and time limits, and they can change with each annual Finance Act. We review the current position for the specific project rather than rely on general summaries. Some incentives must be claimed in returns or applications within set periods, and losing an incentive through a missed filing is a common and avoidable mistake.
Can a foreign investor buy shares in an existing Bangladeshi company?
Yes, subject to sector rules. The purchase price normally comes in through the banking system, and the share transfer must be documented, valued and reported correctly, with tax considered on both sides. Where the company holds a project registration or licence, a change in ownership may need prior permission from Invest Bangladesh or the relevant regulator. Due diligence on liabilities, licences and records should come first, because a buyer inherits the company's history as well as its licences.
Does the Personal Data Protection Act 2026 affect foreign investment projects?
It can. Projects that collect customer, employee or user data in Bangladesh, particularly in technology, finance, healthcare and outsourcing, should assess their obligations under the Personal Data Protection Act 2026, including any conditions on cross-border transfers. We address this during structuring so that group data flows, hosting arrangements and intra-group service agreements are designed with compliance in mind from the start, rather than corrected after a regulator or customer raises questions.
Does a foreign investment dispute have to go to the Bangladesh courts?
Not necessarily. Shareholder and joint venture agreements can provide for arbitration in Bangladesh or abroad, and treaty claims may be available against the state. Commercial disputes that do reach court may fall under the Commercial Courts Act 2026, and some disputes may first require mediation as the Legal Aid Services (Amendment) Act 2026 rolls out by district. The right forum for a foreign investment is best chosen when the documents are drafted, not when the dispute arises.
Why involve Bangladeshi lawyers early in a foreign investment?
Early advice helps avoid structures that later block repatriation, trigger unexpected approvals or weaken treaty protection. Local counsel can confirm the current position with Invest Bangladesh, regulators and banks, which matters while the new framework settles. We work with the investor's home-country advisers so that offshore and Bangladesh documents are consistent from the start, and identify which approvals can run in parallel so that the overall timetable is as short as the rules allow.

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