Setting up a Company in Bangladesh
Md. Joynal Abdin
Founder & Chief Executive Officer, Trade & Investment Bangladesh (T&IB)
Editor, T&IB Business Directory; Executive Director, Online Training Academy (OTA)
Secretary General, Brazil Bangladesh Chamber of Commerce & Industry (BBCCI)
Bangladesh has become a serious destination for investors who want access to a large domestic market, a competitive manufacturing base, and growing regional connectivity. But the most important part of succeeding in Bangladesh is not only choosing the right opportunity it is setting up the company correctly, in the correct legal form, with clean documentation, compliant tax and banking setup, and a realistic plan for licenses, people, and operations. When the formation process is done properly, it becomes easier to open bank accounts, receive investment funds, sign contracts, hire teams, import machinery, and repatriate dividends or service payments legally. This guide explains the full journey in a clear, investor-friendly way from planning and incorporation to post-registration compliance and operational readiness so you can understand exactly what needs to be done, why it matters, and how to avoid common delays.
1) First decision: what kind of “presence” do you need in Bangladesh?
Before any paperwork starts, investors should decide what they are actually trying to achieve in Bangladesh. This single decision determines the structure, approvals, tax exposure, banking steps, and long-term flexibility. A locally incorporated company (commonly a private limited company) is usually the best option when you want to sell in Bangladesh, sign contracts locally, hire employees, invoice customers, and build long-term operations. This structure creates a separate legal entity in Bangladesh and is widely accepted by banks, customers, suppliers, and regulators.
A branch office is usually chosen when a foreign company wants to operate in Bangladesh without incorporating a new local company, but still wants to perform revenue-generating activities under approvals and conditions. A liaison/representative office is normally used for non-commercial activities such as market research, coordination, promotion, and communication with the parent company, and it typically cannot earn local revenue the way a full operating company can. In Bangladesh, these foreign commercial offices are handled through the investor service process of Bangladesh Investment Development Authority (BIDA) and its One Stop Service platform.
A project office is commonly used for a specific, time-bound project (for example, construction or donor-funded projects), again requiring approvals and compliance steps similar to other foreign commercial offices. If you are unsure which path fits your plan, the best approach is to map three things clearly: your revenue model in Bangladesh, the duration of your presence, and the regulatory requirements in your sector.
2) Choosing the right legal entity
Bangladesh offers several practical options, and the right one depends on risk appetite, ownership plan, fundraising goals, and tax/compliance readiness. A private limited company is the most common structure for both local entrepreneurs and foreign investors. It is a separate legal entity, and liability is limited to share capital. It is also the standard structure for JV companies, subsidiaries, export-oriented manufacturing units, and service firms. The incorporation and ongoing filings are handled through Registrar of Joint Stock Companies and Firms (RJSC).
A public limited company is typically used when you intend to raise capital broadly, potentially list in the future, or operate with a larger shareholder base and governance framework. A one person company (OPC) is discussed in Bangladesh in relation to changes to the Companies Act framework, but in practice it can be more limiting for investors who want flexible ownership, multiple shareholders, or institutional participation. If you are considering OPC, review the most current legal position with counsel and align it with your future fundraising plan. Outside the “company” framework, some investors consider partnerships or proprietorships for very small operations. However, these are usually not ideal for foreign investment, risk control, or scalable operations.
3) Pre-incorporation planning that prevents delays later
Most delays in Bangladesh do not happen because the law is unclear; they happen because investors rush to register a company before they have aligned the documentation and operational plan. You should finalize, at minimum, your company name options, business objects, shareholding structure, director details, registered office address, capital plan, and bank approach. The business objects written in the Memorandum of Association matter more than many people realize, because banks and regulators often check whether your intended activities match your stated objects.
You should also decide early whether you need foreign shareholder capital remittance at the beginning. If you do, you may need a temporary bank arrangement and supporting documentation so that capital can be received cleanly and evidenced properly for compliance and future repatriation comfort.
4) Company incorporation with RJSC: how it works in real life
In Bangladesh, incorporation is administered through Registrar of Joint Stock Companies and Firms (RJSC), and the overall process begins with name clearance and ends with issuance of the certificate of incorporation and certified constitutional documents.
4.1 Name clearance
A name must be cleared first, and the official guidance notes that name clearance is valid for thirty days from the date of issue, with provisions for extension under specific conditions.
4.2 Drafting the constitutional documents
You prepare the Memorandum and Articles of Association (MoA and AoA), which define what the company can do and how it will be governed. In addition to MoA/AoA, incorporation typically involves director/shareholder identity documentation and statutory forms and declarations required by the registry process.
4.3 Capital remittance and banking evidence (when foreign shareholders are involved)
Where foreign shareholders are investing at the incorporation stage, many processes rely on formal banking evidence of inward remittance. In practice, banks may provide encashment certificates or equivalent proof that funds arrived through proper channels, which supports clean registration and future fund movement compliance. Once Registrar of Joint Stock Companies and Firms (RJSC) approves the submission, the company becomes a legal entity and can proceed to operational registrations.
5) Post-incorporation registrations you must not ignore
Incorporation creates the legal entity, but it does not automatically make the business “operationally compliant.” Investors should plan the next steps immediately after incorporation to avoid bank account delays, invoice restrictions, or tax complications.
5.1 Trade license (local permission to operate)
Most operating businesses require a trade license from the relevant local authority. This is often requested by banks and counterparties as proof that the company is permitted to conduct business from its stated premises.
5.3 Tax registration and e-TIN
Corporate tax identity and individual director/shareholder tax documentation often become necessary early, especially for banking and compliance. Bangladesh provides official online pathways for e-TIN processes through the income tax portal framework connected to National Board of Revenue (NBR).
5.4 VAT registration (when applicable)
If your business falls under VAT registration requirements, you will need VAT registration and compliant invoicing procedures aligned with the NBR framework. The practical point here is that VAT is not just a “registration”; it changes your invoicing, pricing, accounting, and reporting.
5.5 Bank account opening and operational banking setup
Banks typically require incorporation documents, board resolutions, KYC documents for directors and shareholders, and proof of address and license. For foreign investment, the quality of initial banking documentation matters a lot later when you want to repatriate dividends, management fees, royalties, or service payments under foreign exchange rules administered by Bangladesh Bank.
6) Foreign investor pathway: approvals, reporting, and repatriation comfort
If you are a foreign investor, your main goals should be clarity, compliance, and repatriation comfort. This means you want the structure and documentation to support legitimate inflow of capital and lawful outflow of profits or fees later.
6.1 Using BIDA OSS for investor services and foreign commercial offices
Bangladesh has an online One Stop Service platform under Bangladesh Investment Development Authority (BIDA) that aggregates services across multiple agencies and supports investor processes. For branch/liaison/representative offices, BIDA’s official guidance describes a structured process, and it also specifies practical parameters such as fee and service timeline in certain service pages. For example, BIDA’s commercial office service page lists a fee (BDT 25,000) and an indicative processing time (16 working days) for relevant services, along with document attestation requirements and submission notes.
BIDA’s FAQ also indicates that after approval, a minimum inward foreign exchange amount may be required within a set time window for certain office types (for example, it references USD 50,000 within two months for some cases).
6.2 Foreign exchange rules and cross-border payments
Cross-border remittance (dividends, service fees, royalties, and other payments) must align with foreign exchange rules and tax withholding requirements. Bangladesh Bank circulars and related policy updates can materially affect what is allowed and under which thresholds and documentation. One example tracked by UNCTAD notes a Bangladesh Bank circular change in February 2025 related to remittances by foreign-owned subsidiaries under certain limits without prior approval.
Because these rules evolve, your best protection is to structure your company’s contracts, transfer pricing approach (if applicable), and banking trail correctly from day one.
7) Sector licensing, regulatory permissions, and location choices
Many investors incorporate smoothly but face delays because they did not plan for sector approvals. Examples include regulated manufacturing categories, financial services, telecom-related services, education, health, certain import categories, and controlled products. A practical investor approach is to separate “registration” from “permission to operate” and confirm early whether your sector needs any special license, environmental clearance, factory license, import registration certificate, or other operational permission.
For location strategy, investors often evaluate industrial zones and special economic zones because they can offer better infrastructure and sometimes incentives. Bangladesh has a dedicated ecosystem for economic zones and industrial development, and investors often coordinate with entities like Bangladesh Economic Zones Authority (BEZA) depending on project type.
8) People, immigration, and employment readiness
If you plan to bring foreign executives, technical staff, or advisors, you need to treat immigration readiness as part of the setup plan. In Bangladesh, investor-facing support functions for visas, work permits, and related permissions commonly sit within BIDA’s commercial office ecosystem and investor facilitation framework.
On the local employment side, investors should plan compliant HR documentation, payroll structure, and statutory contributions (where applicable). Even a small company can face major issues later if employment contracts, payroll tax handling, and internal policies are ignored early.
9) Accounting, audit, and recurring compliance: what investors should expect
Investors often focus heavily on incorporation and forget that recurring compliance is where reputational and financial risks typically arise. Most companies must maintain proper books of accounts, hold board meetings as required, file annual returns and other statutory filings, comply with corporate tax filings, and comply with VAT filings if registered. Banks and auditors increasingly expect transparent financial statements, and investors looking for partnerships or future fundraising will benefit from a clean compliance history.
In simple terms, you should think of compliance as an “asset” that increases your company’s valuation and reduces operational risk.
10) Investment context: why documentation quality matters more than ever
Bangladesh continues to attract global attention, and credible sources track investment performance and macro signals closely. For example, an Invest Bangladesh update (citing Bangladesh Bank figures) reported net FDI inflow for July–September 2025 and also provided a cumulative January–September 2025 net FDI number, describing a year-on-year increase.
Meanwhile, internationally comparable indicators for FDI net inflows are also published through sources like the World Bank’s data portal (based on IMF Balance of Payments and related sources).
For investors, the takeaway is practical: when regulators, banks, and counterparties pay more attention to compliance and documentation, your setup quality becomes a competitive advantage, not just a legal formality.
How T&IB supports company setup in Bangladesh
Trade & Investment Bangladesh (T&IB) works as a one-stop implementation partner for investors who want the company formation process done correctly, efficiently, and in a way that supports long-term operations. T&IB’s support typically covers the full lifecycle: selecting the appropriate legal structure, preparing incorporation documentation, coordinating name clearance and registration workflow, guiding post-incorporation compliance, and supporting investor readiness for banking, tax, and operational licensing.
From an investor perspective, the real value is not only completing registration, but ensuring that your corporate documents, tax profile, banking trail, and licensing path are aligned so you can start operating without unnecessary rework and avoid compliance surprises later.
Contact details of T&IB
Trade & Investment Bangladesh (T&IB), Dhaka, Bangladesh
Phone/WhatsApp: +8801553676767
Website: tradeandinvestmentbangladesh.com
Closing remarks
Setting up a company in Bangladesh is absolutely achievable for both local and foreign investors, but success depends on doing it in the right sequence and with clean documentation. When you choose the correct structure, draft business objects carefully, manage tax and VAT properly, and build a compliant banking trail from the beginning, you protect your investment and unlock smoother growth whether your goal is local sales, export manufacturing, service delivery, or a long-term strategic presence.
