Bangladesh is no longer just a garment-export economy. Over the past decade, the country has steadily opened its doors to foreign direct investment across manufacturing, technology, energy, healthcare, agri-business, and services. With a population of over 170 million, a young and growing middle class, and a government that has made foreign investment a stated policy priority, the opportunity is real — and it is growing.
Yet setting up a foreign company in Bangladesh is not simply a matter of filing a few forms. There are multiple registering authorities involved, capital remittance obligations that must be met before incorporation is complete, post-registration licensing requirements, and annual compliance obligations that continue long after the certificate is in hand. Getting any one of these wrong can delay your launch by months or expose your company to regulatory risk down the line.
This guide walks you through every stage of foreign company registration in Bangladesh — from choosing the right business structure, to obtaining your Incorporation Certificate from RJSC, to the post-registration steps that make your company fully operational. It is written for founders, CFOs, and investors who want to understand the process in full, not just the headlines.
Why Bangladesh? The Investment Case in 2026
Before diving into the mechanics of registration, it is worth understanding why Bangladesh has become a serious destination for foreign companies — particularly in the post-pandemic era.
Strategic geography. Bangladesh sits at the confluence of South Asia and Southeast Asia, with direct sea access through the Port of Chittagong and Mongla, and land connectivity to India and Myanmar. The Matarbari Deep Sea Port, currently under development, will significantly enhance its capacity for international trade.
Competitive labour costs. Bangladesh maintains one of the most competitive wage structures in Asia. For manufacturing-intensive operations, this remains a decisive advantage over many regional peers.
Favourable foreign investment policy. Under the Foreign Private Investment (Promotion and Protection) Act 1980 and the Bangladesh Investment Development Authority (BIDA) Act 2016, foreign investors are entitled to equal treatment with local investors, protection from nationalisation, and the right to repatriate profits, dividends, and capital.
Tax incentives. The National Board of Revenue (NBR) offers corporate tax exemptions of up to 10 years for investments in designated sectors and economic zones. Special Economic Zones (SEZs) administered by the Bangladesh Economic Zones Authority (BEZA) provide additional incentives including customs duty exemptions on imported capital machinery.
100% foreign ownership. Unlike many jurisdictions that mandate a local partner, Bangladesh generally permits 100% foreign shareholding in a private limited company, with limited sector-specific exceptions (such as print media, certain defence-related industries, and a small number of reserved sectors).
Rapidly growing domestic market. With GDP per capita rising steadily and a consumer base that is increasingly digitally connected, Bangladesh offers genuine market access — not just a platform for export.
What Type of Business Entity Should a Foreign Company Choose?
The structure you choose determines how your company is taxed, what activities you can legally undertake, how much capital you must bring in, and what compliance obligations you face. There are four main options for foreign entities entering Bangladesh.
1. Private Limited Company (Subsidiary)
This is by far the most common and most flexible structure for foreign investors. A private limited company is a separate legal entity incorporated under the Companies Act 1994, distinct from its parent. It can carry on any lawful commercial activity, employ staff, hold assets, enter into contracts, and generate revenue in its own name.
Key features include: minimum two shareholders and two directors (all of whom may be foreign nationals), minimum paid-up capital of BDT 1 (though practically a meaningful amount must be remitted to satisfy the encashment certificate requirement), and 100% foreign shareholding permitted in most sectors.
A private limited company is the right choice if you intend to operate commercially in Bangladesh — selling products or services, manufacturing goods, running a technology operation, or establishing a local presence with long-term strategic intent.
2. Branch Office
A branch office is not a separate legal entity — it is an extension of the parent company abroad. It operates under the name and liability of the parent and is registered with both RJSC and BIDA.
Branch offices are permitted to carry out business activities such as sales, marketing, and service delivery, but they cannot engage in manufacturing. All profits earned in Bangladesh are treated as income of the parent and are subject to branch profit tax of 20% in addition to standard corporate tax.
Branch offices are suitable for foreign companies that want a limited commercial presence without establishing a fully independent subsidiary, and where the nature of the business does not require manufacturing.
3. Liaison / Representative Office
A liaison office (also called a representative office) can only carry out non-commercial, promotional, or coordination activities. It cannot generate revenue, sign commercial contracts in its own right, or engage in any income-producing activity in Bangladesh.
Its primary purpose is to represent the parent company — attending trade shows, conducting market research, coordinating with local agents, or managing logistics support for the parent’s export operations. A liaison office is registered with BIDA and must be renewed annually. All operating costs must be funded from remittances from the parent abroad.
4. Joint Venture Company
A joint venture company is simply a private limited company with both foreign and local shareholders. There is no separate legal structure for joint ventures in Bangladesh — the Companies Act 1994 governs the entity in the same way as any private limited company. The joint venture arrangements are documented in a Shareholders’ Agreement and reflected in the Articles of Association.
Joint ventures are common in sectors where local knowledge, distribution networks, or regulatory relationships are important, or where a strategic local partner adds genuine value. Foreign investors should ensure that the joint venture terms — including share transfer restrictions, deadlock provisions, and exit rights — are carefully documented in the Articles of Association.
Entity Comparison at a Glance
| Feature | Private Ltd. | Branch Office | Liaison Office | Joint Venture |
| Separate Legal Entity | Yes | No | No | Yes |
| Commercial Activity | Yes | Yes | No | Yes |
| Manufacturing | Yes | No | No | Yes |
| 100% Foreign Ownership | Yes (most sectors) | Parent owns 100% | Parent owns 100% | Negotiable |
| Revenue Generation | Yes | Yes | No | Yes |
| Min. Directors Required | 2 | 1 (local agent) | 1 (local agent) | 2 |
| Registering Authority | RJSC | RJSC + BIDA | BIDA | RJSC |
Pre-Registration: What You Need to Know Before You Begin
Most delays in foreign company registration in Bangladesh do not occur during the RJSC process itself — they occur at the preparation stage. Understanding the following requirements before you begin will save weeks.
Company Name
Your proposed company name must be unique and cannot closely resemble the name of an existing registered company. RJSC operates an online name clearance system. The approved name is valid for 30 days, within which you must complete submission of incorporation documents. Names that are identical or deceptively similar to existing names, or that contain restricted words (such as ‘Bangladesh’, ‘National’, ‘Government’, ‘Bank’, or ‘Insurance’) without prior permission, will be rejected.
Directors and Shareholders
A private limited company requires a minimum of two directors and two shareholders. There is no requirement for any of these to be Bangladeshi nationals — all directors and shareholders can be foreign individuals or foreign corporate entities. Directors must be at least 18 years old, must not be bankrupt, and must not have been convicted of any crime involving moral turpitude.
If a corporate entity (rather than an individual) is a shareholder, it will need to appoint a nominee director who acts on its behalf. The corporate shareholder must provide a Board Resolution authorising its participation and nominating its representative.
Authorised and Paid-Up Capital
Bangladesh law sets no minimum authorised capital for a private limited company. However, RJSC registration fees are calculated on the basis of authorised capital — so most companies choose an authorised capital that is meaningful for their business plan without being unnecessarily high, as government fees scale accordingly.
The minimum paid-up capital is technically BDT 1. In practice, for a company with foreign shareholders, the paid-up capital is the amount that foreign shareholders remit from abroad, and this amount becomes the basis for the Encashment Certificate. This certificate is a mandatory submission to RJSC. There is no prescribed minimum for this remittance, but the amount should be commercially credible and sufficient for initial operations.
For work permit purposes (should a foreign national wish to relocate to Bangladesh), the Bangladesh Investment Development Authority (BIDA) requires that the company demonstrate an equity investment of at least USD 50,000 remitted from abroad.
Registered Office Address
A physical address in Bangladesh must be provided as the company’s registered office. This can be a commercial or residential property, but it must be a real, physical address — P.O. Box addresses are not accepted. The address should be supported by a lease agreement or ownership document.
Memorandum and Articles of Association
The Memorandum of Association (MoA) is the charter document that defines the company’s name, registered address, authorised capital, and business objects. The business objects clause — which describes what the company will do — must be drafted carefully. It should be specific enough to describe your actual intended business while being broad enough to encompass future activities. RJSC requires that the objects be stated in 1,000 words or fewer.
The Articles of Association (AoA) govern the internal management of the company — shareholder meetings, director appointments, share transfer rules, dividend policy, and day-to-day corporate governance. For joint ventures, the AoA should also incorporate key joint venture terms such as pre-emption rights on share transfers, tag-along and drag-along provisions, and deadlock resolution mechanisms.
Bank Account and Encashment Certificate
This is the stage that most foreign investors underestimate. Before RJSC will complete the registration of a company with foreign shareholders, the foreign shareholders must remit their share subscription money into a bank account opened in the name of the proposed company. The bank then issues an Encashment Certificate confirming the inward remittance.
The challenge is that banks typically want to open an account for a company that is already incorporated, while RJSC requires the Encashment Certificate before incorporation is finalised. Experienced incorporation agents navigate this by working with banks that are familiar with the pre-incorporation account opening process for foreign shareholders. Choosing the right bank from the outset is critical.
The proposed directors must pass a Board Resolution authorising the opening and operation of the bank account. In some cases, the bank may require the physical presence of signatories for KYC purposes. If this is the case, this should be factored into your timeline.
Required Documents for Foreign Company Registration
The following documents are required for the registration of a private limited company with foreign shareholders in Bangladesh. All documents in a language other than English must be officially translated and, where required by RJSC, notarised.
From Each Foreign Individual Shareholder / Director:
- Valid passport (clear copy of all relevant pages)
- Photograph (recent passport-size)
- Proof of residential address (utility bill, bank statement, or equivalent)
- National ID or equivalent identity document (if applicable)
From Each Foreign Corporate Shareholder:
- Certificate of Incorporation of the parent company (notarised and apostilled, or legalised)
- Memorandum and Articles of Association of the parent company
- Board Resolution authorising the investment in Bangladesh and nominating a director
- Proof of registered address of the parent company
- Passport copy of the authorised signatory and nominee director
Company Documents to Be Prepared Locally:
- Memorandum of Association (MoA) — prepared and signed by all shareholders
- Articles of Association (AoA) — prepared and signed by all shareholders
- Form I — Declaration of Compliance by a director or company secretary
- Form VI — Notice of Registered Office
- Form IX — Consent of Directors (signed by each director)
- Form XII — Particulars of Directors
- Encashment Certificate (issued by the bank confirming inward remittance of paid-up capital)
- Proof of registered office address (lease agreement or equivalent)
Step-by-Step Registration Process
The registration of a private limited company with foreign shareholders in Bangladesh involves five core steps. The process is managed primarily through RJSC’s online portal, though supporting steps — particularly bank account opening and document notarisation — require offline action.
Step 1: Company Name Clearance
Submit an online application through the RJSC portal (roc.gov.bd) for name approval. You can check name availability on the same portal. The application requires the proposed name, the nature of business, and a small government fee.
RJSC typically responds within 1-3 working days. Once approved, the name clearance certificate is valid for 30 days. You must complete the full incorporation process within this window.
Step 2: Open a Pre-Incorporation Bank Account and Remit Capital
After name clearance, open a temporary non-operating bank account in the name of the proposed company. This account will later be converted to a regular current account post-incorporation. Foreign shareholders must then remit their share subscription amounts from abroad (via SWIFT or equivalent international wire transfer) into this account.
Upon receiving the remittance, the bank will issue an Encashment Certificate. This document must specify: the name of the company, the amount remitted, the currency, and the names of the foreign shareholders who made the remittance. Retain the original — it is a mandatory RJSC submission.
Timeline note: Bank account opening for pre-incorporation entities with foreign shareholders can take anywhere from 3 to 15 working days depending on the bank. Some banks require the physical presence of directors for KYC. Plan accordingly.
Step 3: Prepare and Execute All Incorporation Documents
Draft the MoA and AoA in accordance with the Companies Act 1994 and RJSC requirements. All shareholders must execute (sign) the MoA and AoA. For foreign shareholders who are overseas, documents can be signed remotely. In most cases, the MoA and AoA do not require notarisation by a Bangladeshi authority — but supporting foreign documents (such as the parent company’s Certificate of Incorporation) generally do.
Complete Forms I, VI, IX, and XII. Form I must be signed by a person named as a director in Form XII. These forms are available through the RJSC portal.
Step 4: Upload Documents to RJSC Portal and Pay Government Fees
Submit the complete application package through the RJSC online portal. This includes the MoA, AoA, all required forms, supporting identity documents, proof of registered office, and the Encashment Certificate. Government fees are calculated on the basis of authorised capital and must be paid online.
Government fee structure (approximate, subject to change):
- Registration fee: BDT 1,000 (base) + graduated scale on authorised capital
- Stamp duty: varies by authorised capital — typically BDT 2,000–50,000+
- Certified copy fees and filing fees: BDT 500–3,000
- Total government fees for a BDT 10,000,000 authorised capital company: approximately BDT 50,000–80,000
RJSC will review the uploaded documents. It may request corrections or additional documents during this phase. Once satisfied, it will verify the Encashment Certificate with the relevant bank.
Step 5: Receive Certificate of Incorporation
Upon successful review, RJSC issues the Certificate of Incorporation along with certified copies of the MoA, AoA, and Form XII (particulars of directors). Your company is now legally incorporated as a Bangladeshi entity.
The typical RJSC processing time, once all documents are correctly uploaded, is 5–10 working days. The overall timeline from name clearance to incorporation certificate is typically 3–6 weeks, with the most variable element being bank account opening and capital remittance.
Post-Registration: Licences and Compliance Steps
Obtaining the Certificate of Incorporation is the beginning, not the end. To operate legally and conduct business in Bangladesh, your company must complete several additional registration and licensing steps.
Trade Licence
A Trade Licence is issued by the City Corporation (in Dhaka or Chittagong) or the relevant Municipality where your business premises are located. It is one of the first operational licences you will need and is required before you can open a commercial bank account, apply for an E-TIN, or hire staff.
Required documents: Certificate of Incorporation, MoA, AoA, registered office lease agreement, national identity of the managing director or authorised representative, and a passport-size photograph. Annual renewal is mandatory.
E-TIN (Electronic Taxpayer Identification Number)
Every company incorporated in Bangladesh must register with the National Board of Revenue (NBR) and obtain an E-TIN. This is done online through the NBR portal. The E-TIN is required for tax return filing, opening bank accounts, obtaining import/export registration, and executing many commercial contracts.
VAT Registration (Business Identification Number / BIN)
If your company will supply taxable goods or services in Bangladesh, it must register for VAT under the VAT and Supplementary Duty Act 2012 and obtain a Business Identification Number (BIN) from the NBR. For private limited companies, VAT registration is mandatory regardless of turnover. The BIN is also required for import and export activities.
BIDA Registration
While BIDA registration is not mandatory for all private limited companies, it is strongly recommended for foreign-invested companies. BIDA registration (which can be done online through the One Stop Service portal at invest.gov.bd) facilitates work permit applications, visa endorsements, and provides access to various investor services. For branch offices and liaison offices, BIDA registration is mandatory.
Import Registration Certificate (IRC) / Export Registration Certificate (ERC)
If your company intends to import goods into Bangladesh, you must obtain an Import Registration Certificate from the Office of the Chief Controller of Imports and Exports (CCI&E). Similarly, companies engaging in exports require an Export Registration Certificate. Both are renewable annually.
Industry-Specific Licences
Depending on your sector, additional regulatory approvals may be required. Examples include:
- Pharmaceuticals and medical devices: Drug Administration approval (DGDA)
- Food and beverage: Bangladesh Standards and Testing Institution (BSTI) certification
- Telecommunications: Bangladesh Telecommunication Regulatory Commission (BTRC) licence
- Financial services: Bangladesh Bank or Bangladesh Securities and Exchange Commission registration
- Logistics and shipping: Ministry of Shipping approvals
- Energy: Bangladesh Energy Regulatory Commission (BERC) licence
Taxation of Foreign Companies in Bangladesh
Understanding Bangladesh’s corporate tax framework is essential for financial planning and investor confidence.
| Entity / Business Type | Corporate Tax Rate (FY 2024-25) |
| Private Limited Company (non-listed) | 27.5% |
| Publicly Traded Company (listed) | 25.0% |
| One Person Company (OPC) | 22.5% |
| Banks, Insurance & Financial Institutions | 37.5% – 40.0% |
| Mobile Network Operators | 40.0% – 45.0% |
| Branch Office (Branch Profit Tax) | 20.0% (additional, on remitted profit) |
In addition to corporate income tax, companies are subject to:
- Minimum Tax: 0.6% of gross receipts (or turnover), payable even if the company is in a loss position. This is a significant consideration for companies in early-stage or low-margin operations.
- Withholding Tax (WHT): Bangladesh operates an extensive withholding tax regime. Payments for rent, professional services, contractors, dividends, royalties, and interest are all subject to withholding tax at varying rates. WHT obligations must be tracked carefully.
- Dividend Tax: Dividends paid to foreign shareholders are subject to withholding tax of 20% (unless reduced by a Double Taxation Avoidance Agreement, or DTAA, with the shareholder’s home country).
- Transfer Pricing: Bangladesh’s transfer pricing rules require that transactions between related parties (including parent companies and subsidiaries) are conducted at arm’s length. Documentation requirements apply.
Bangladesh has signed DTAAs with over 30 countries including the United Kingdom, United States, India, China, South Korea, Japan, UAE, Singapore, and Canada, among others. If the foreign shareholders or parent company are resident in a DTAA country, the applicable withholding tax rates on dividends, interest, and royalties may be reduced.
Annual Compliance Obligations
A foreign company registered in Bangladesh has ongoing compliance obligations that must be met every year to remain in good standing. Failure to comply can result in penalties, director disqualification, or striking off the company from the register.
| Obligation | Description | Deadline |
| AGM | Annual General Meeting of shareholders must be held | Within 15 months of incorporation; annually thereafter |
| Annual Return to RJSC | Filing of statutory annual return with RJSC (details of directors, shareholders, share capital) | Within 21 days of AGM |
| Statutory Audit | Financial statements must be audited by a qualified Chartered Accountant registered in Bangladesh | Before AGM |
| Corporate Tax Return | Submission of tax return and payment of corporate income tax to NBR | By November (for July-June fiscal year) — or as extended by NBR |
| VAT Returns | Monthly VAT return filing with the NBR VAT department | By 15th of each following month |
| Trade Licence Renewal | Annual renewal with City Corporation or Municipality | After 1st July each year (or as per local authority schedule) |
| BIDA Annual Return | Filing of investment details and operational report with BIDA (for BIDA-registered entities) | Annually |
Work Permits and Expatriate Employment
Foreign companies often wish to deploy expatriate staff in Bangladesh. The work permit regime is administered by BIDA and requires the following:
- Minimum equity investment of USD 50,000 remitted from abroad is required before BIDA will issue a work permit for a foreign national.
- The company must demonstrate that local recruitment was genuinely considered before applying for an expatriate work permit.
- BIDA’s general guideline is a ratio of 1 expatriate for every 20 local employees in manufacturing sectors, though this may vary by sector and is applied with some flexibility.
- Work permits are issued for a period of 1–2 years and are renewable. The first work permit application requires extensive documentation including audited financial statements, BIDA registration certificate, proof of equity remittance, employment contract, and the foreign national’s educational qualifications.
- BIDA’s One Stop Service (OSS) portal (invest.gov.bd) can be used to apply for work permits online.
Business visas (investor visas) are available for foreign investors who wish to visit Bangladesh for business purposes without relocating. These are typically endorsed by the Embassy of Bangladesh in the investor’s home country, and BIDA can issue a recommendation letter to facilitate the process.
Restricted and Prohibited Sectors for Foreign Investment
Bangladesh maintains a negative list of sectors where foreign investment is either restricted or requires special government approval. As of 2025, the following sectors are on the restricted list under BIDA’s guidelines:
- Arms and ammunition manufacturing
- Nuclear energy generation
- Security printing (currency, stamps)
- Forestry in reserved and protected forest areas
- Inland shipping (cabotage operations)
- Print and electronic media (newspapers, TV channels) — foreign ownership limited
- Insurance (subject to Bangladesh Insurance Regulatory and Development Authority approval)
- Commercial banking (subject to Bangladesh Bank approval)
Outside the restricted list, foreign investors are free to invest in virtually any sector without prior government approval. BIDA operates an OSS to facilitate investment in approved sectors, and there is no general prior approval requirement for setting up a private limited company — the RJSC registration process itself constitutes the incorporation approval.
Profit Repatriation: Getting Your Money Out
One of the first questions foreign investors ask is: if the business is profitable, can I actually repatriate the profits? The short answer is yes — Bangladesh law explicitly protects the right to remit profits, dividends, and capital abroad.
Under the Foreign Private Investment (Promotion and Protection) Act 1980, a foreign investor has the right to transfer abroad: dividends, post-tax profits, capital gains from the sale of shares or assets, royalties and fees under technology transfer agreements, and proceeds from liquidation.
Repatriation requires: a tax clearance certificate from NBR confirming that all applicable taxes on the amount being remitted have been paid; the approval of the company’s bank (an Authorised Dealer); and compliance with Bangladesh Bank’s foreign exchange guidelines.
In practice, repatriation of dividends and profits is a well-established process and is routinely completed by foreign-invested companies operating in Bangladesh. The key is maintaining proper records of the inward investment and ensuring that all tax obligations have been met before initiating the repatriation.
Frequently Asked Questions
Can I register a foreign company in Bangladesh without visiting Bangladesh? Yes, in most cases. The RJSC registration process is fully online, and documents can be signed remotely. The main exception is bank account opening, where some banks require the physical presence of signatories for KYC. If this is required, one director or authorised signatory will need to visit Bangladesh for the bank account opening step. Post that, operations can be managed remotely.
How long does the full registration process take? From start to finish — name clearance through to Certificate of Incorporation — the typical timeline is 3 to 6 weeks. The most variable element is the bank account opening and capital remittance step. Post-registration steps (Trade Licence, E-TIN, BIN) add another 2–3 weeks.
Is there a minimum capital requirement for a foreign company? The legal minimum paid-up capital is BDT 1. However, for work permit purposes, BIDA requires evidence of at least USD 50,000 in equity investment. In practice, the paid-up capital should reflect the actual financial requirements of your business.
Does a foreign company need a local Bangladeshi partner? No. In most sectors, 100% foreign ownership is permitted. A local partner is only required in sectors specifically listed on the restricted list, or where a local distribution or operational partner adds strategic value.
What is the corporate tax rate for a foreign-owned private limited company? A non-listed private limited company is taxed at 27.5% of net profit. The minimum tax of 0.6% of gross receipts applies regardless of profitability. Dividends paid to foreign shareholders are subject to 20% withholding tax (reduced under applicable DTAAs).
Can foreign nationals be directors of a Bangladeshi company? Yes. All directors can be foreign nationals. There is no requirement for any director to be a Bangladeshi citizen or resident.
What happens after incorporation — do I need additional approvals? Yes. After receiving the Certificate of Incorporation, you need to obtain a Trade Licence, E-TIN, and VAT registration (BIN) as a minimum. Depending on your sector, additional industry-specific licences may be required. BIDA registration is strongly recommended for foreign-invested companies.
How We RegisterCorp Can Help
We RegisterCorp is a Bangladesh-based compliance service provider specialising in foreign company registration and ongoing corporate compliance. We work with international clients across a wide range of sectors — from technology startups entering the Bangladesh market for the first time, to established multinationals establishing regional subsidiaries.
Our foreign company registration service covers every stage of the process: name clearance with RJSC, drafting of MoA and AoA, coordination with banks for pre-incorporation account opening and capital remittance, uploading of documents to the RJSC portal, payment of government fees, and receipt of the Certificate of Incorporation. We also handle post-registration steps including Trade Licence, E-TIN, VAT/BIN registration, and BIDA registration.
Our team has deep experience navigating the specific challenges that arise for foreign shareholders — including the bank account opening process, Encashment Certificate requirements, notarisation of foreign documents, and BIDA work permit applications.
If you are considering registering a foreign company in Bangladesh and want to understand your options, timelines, and costs before committing, we offer an initial consultation to help you make the right decisions from the outset.
Contact We RegisterCorp today to get started.
Disclaimer: This article is intended as a general informational guide and does not constitute legal advice. Laws and regulations change frequently. We RegisterCorp recommends that you obtain professional legal and tax advice specific to your situation before taking any action.
