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Foreign Company Registration in Bangladesh
Planning to expand your business into Bangladesh? Foreign Company Registration in Bangladesh can help an international business establish a lawful presence, work with local partners and serve the Bangladeshi market. The right registration route depends on your business activities, ownership structure and whether you plan to operate through a locally incorporated company or an office of an existing overseas company.
Segunbagicha Consultancy assists foreign investors with registration-related documentation and business compliance support, including guidance on RJSC procedures, BIDA requirements where applicable, Trade License, company TIN and BIN/VAT registration. We help you understand the steps and prepare the required paperwork based on your proposed business structure.
What Is Foreign Company Registration in Bangladesh?
Foreign company registration refers to the legal and regulatory steps required for an overseas business or foreign investor to establish an eligible business presence in Bangladesh. The process differs depending on whether you want to incorporate a new Bangladeshi company with foreign shareholders or open a branch, liaison or representative office for an existing foreign company.
Choosing the correct structure at the beginning is important because permitted activities, approvals, reporting duties, tax treatment and ongoing compliance can differ. Before starting an application, clarify what the Bangladesh operation will do, how it will be funded and whether it will earn revenue locally.
Types of Foreign Business Presence in Bangladesh
1. Foreign-Owned Subsidiary / Private Limited Company
A subsidiary is a company incorporated in Bangladesh under the applicable company law, with foreign investors holding shares either wholly or jointly with local investors, where permitted. It is generally a separate legal entity from its overseas shareholder. Incorporation commonly involves preparing the company’s constitutional documents and filing the required application with RJSC. Sector-specific permissions and post-incorporation registrations may also apply.
2. Branch Office
A branch office is an extension of an existing foreign company and may carry out only activities permitted by the relevant approval and applicable rules. The parent company typically needs to provide corporate documents and supporting information, and the office must follow applicable reporting and compliance requirements.
3. Liaison / Representative Office
A liaison or representative office is generally intended for permitted liaison, coordination, communication or representative activities. It must operate within the scope of its permission and should not assume it can conduct revenue-generating local business activities. The exact permitted functions should be confirmed before applying.
Important: These structures are not interchangeable. Segunbagicha Consultancy can help you identify the appropriate registration route based on your proposed activities; final eligibility and approval remain subject to the relevant authorities.
Which Authorities May Be Involved?
Depending on the chosen structure and activity, the process may involve one or more of the following:
- RJSC (Registrar of Joint Stock Companies and Firms): company incorporation and applicable filings for a Bangladeshi subsidiary, or filing requirements relevant to a foreign company’s registered office structure.
- BIDA (Bangladesh Investment Development Authority): permission for branch, liaison and representative offices, and other investment-related services where applicable.
- Bangladesh Bank / authorised dealer bank: foreign investment banking channels, remittance and reporting requirements where applicable.
- NBR (National Board of Revenue): tax registration and VAT/BIN-related compliance, depending on the business.
- Local City Corporation or Municipality: Trade License based on the business location and activity.
Additional regulators may be involved for regulated sectors. Requirements should be checked against the current rules for the specific case.
Foreign Company Registration Process in Bangladesh
Step 1: Review the business structure and activities
Identify whether the proposed operation will be a foreign-owned subsidiary, branch office or liaison/representative office. Confirm the intended activities, ownership, source of funds and whether sector-specific approval may be needed.
Step 2: Prepare parent-company and investor documents
Collect the relevant corporate records, shareholder/director details, board resolution and other supporting documents. Documents issued abroad may need notarisation, attestation, legalisation or certified translation, depending on the authority and document type.
Step 3: Complete the relevant RJSC or BIDA procedure
For a newly incorporated Bangladeshi subsidiary, the incorporation application and constitutional documents are filed through the applicable RJSC process. For branch, liaison or representative offices, the relevant BIDA permission process applies. Do not assume that every route follows the same name-clearance or approval steps.
Step 4: Complete banking and foreign investment formalities
Where required, coordinate with an authorised dealer bank regarding the proposed investment, capital remittance, account arrangements and regulatory reporting. Requirements vary by structure and current foreign-exchange rules.
Step 5: Obtain tax and business registrations
Depending on the entity and its activities, the next steps may include a company TIN, BIN/VAT registration and a Trade License from the relevant local authority. Import/export or other sector-specific licences may also be required for particular activities.
Step 6: Maintain ongoing compliance
After setup, keep corporate records and required filings up to date, comply with tax and VAT obligations, renew relevant licences and meet applicable reporting requirements. The exact obligations depend on the registration route and business activity.
Documents Required for Foreign Company Registration
The final checklist depends on the structure and the authority handling the application. The following are commonly relevant documents; additional documents may be requested.
Documents from the foreign parent company:
- Certificate of Incorporation or equivalent registration evidence of the Mother Company.
- Memorandum and Articles of Association, or equivalent constitutional documents.
- Board resolution approving the proposed Bangladesh operation and appointing an authorised representative.
- Names, nationalities and details of directors, shareholders or owners, as applicable.
- Audited financial statements for the latest required financial year, where requested.
- Description of the parent company’s business and proposed activities in Bangladesh.
- Proposed office organogram and staffing details, where required.
- Authorisation letter or Power of Attorney for the local representative, if applicable.
Documents from foreign shareholders/directors (depending on structure):
- Passport copies and contact/address details.
- Shareholding and investment information.
- Bank or financial reference documents, if required by the applicable process.
- Supporting declarations or forms requested by RJSC, BIDA, a bank or another authority.
Local operational documents (where applicable):
- Proposed registered or office address and relevant tenancy/address evidence.
- Details of local directors or authorised representatives, if any.
- Application forms, fees and supporting papers specific to the chosen registration route.
Before submitting, confirm which documents must be notarised, attested, translated or provided in original form. A checklist prepared for a subsidiary may differ substantially from one for a branch or liaison office.
Why Choose Segunbagicha Consultancy?
- Structure-based guidance: understand the likely registration route before investing time in paperwork.
- Documentation support: assistance with organising application documents and identifying missing information.
- Registration coordination: support with relevant RJSC, BIDA, tax, VAT/BIN and Trade License steps where applicable.
- Clear communication: understand which steps are included, which authority makes the decision and what additional costs or documents may arise.
- Ongoing compliance direction: identify relevant post-registration requirements so the business can plan for tax, licensing and reporting obligations.
We do not guarantee government approval or a fixed processing time. Timelines depend on the structure, document readiness, authority review and any additional approvals required.
Frequently Asked Questions (FAQs)
Q1. Can a foreign investor own 100% of a company in Bangladesh?
In many sectors, a foreign investor may establish a fully foreign-owned company. However, eligibility and restrictions can depend on the sector, activity and applicable rules. Confirm the position for your proposed business before incorporation.
Q2. Is BIDA approval required for every foreign-owned company?
Not necessarily. BIDA permission is particularly relevant to branch, liaison and representative offices, while a locally incorporated subsidiary generally follows the company incorporation process. Additional registration or permission may apply based on the industry and activity.
Q3. Is RJSC name clearance required for a foreign company?
Do not assume that it is required for every route. Name clearance is generally relevant to a newly incorporated Bangladeshi company, while the registration procedure for a foreign company or commercial office can be different. Confirm the requirement for your specific structure.
Q4. What is the minimum investment required?
There is no single figure that should be presented as a universal minimum for every foreign business structure. Some commercial-office procedures have specific foreign-exchange requirements, while a subsidiary’s capital and banking arrangements depend on the proposed company and applicable rules. Obtain structure-specific advice before making a funding decision.
Q5. How long does foreign company registration take?
Processing time varies according to the registration route, completeness of documents, authority review and any additional approvals. We recommend confirming an estimated timeline after reviewing the case rather than relying on a guaranteed number of working days.
Q6. Can a foreign company send profits or capital back abroad?
Repatriation is subject to applicable foreign-exchange rules, documentation, tax obligations and the procedures of authorised dealer banks and relevant authorities. It should not be described as unconditional; obtain current guidance for the specific transaction.
Q7. Will I need a Trade License, TIN and BIN/VAT registration?
These registrations may be required depending on the entity type, business activity and applicable rules. The requirements for a subsidiary may differ from those for a branch or liaison office. Confirm the relevant registrations before commencing operations.
Start Your Business Setup in Bangladesh
Planning to establish a subsidiary, branch or liaison office in Bangladesh? Contact Segunbagicha Consultancy to discuss your proposed business activities and the documents you already have. We can help you understand the relevant registration route and organise the next steps.
📞 Call: +880 1933-353512
📧 Email: info@segunbagicha.com
