Guide to Foreign Company Incorporation in Bangladesh (2025)
Your complete resource for understanding foreign investment and company registration in Bangladesh. This guide provides a detailed comparison of business structures, BIDA requirements, and the RJSC process to help you make an informed decision.
Business Structure Profiles at a Glance
For foreign investors planning to set up a business in Bangladesh, choosing the right entity is the first critical step. This chart provides a holistic view of each business structure across key strategic dimensions, helping you quickly identify which option best aligns with your goals for flexibility, liability, and operational scope.
Comprehensive Comparison Chart
How LegalSeba LLP Can Help Your Foreign Investment Project
Navigating the legal and regulatory landscape for foreign company incorporation in Bangladesh can be complex. As a specialized law firm, LegalSeba LLP provides end-to-end support to ensure your entry into the market is seamless, compliant, and strategically sound.
Strategic Advisory
We help you choose the most suitable business structure (Company, LO, BO, PO) based on your commercial objectives, liability considerations, and long-term goals.
Registration & Incorporation
Our team manages the entire registration process, from name clearance and document drafting to filings with RJSC and securing necessary approvals from BIDA.
Ongoing Compliance
We provide comprehensive Corporate Secretarial Services to handle all your annual filings, board resolutions, and other statutory requirements.
Transparent Financial Packages
We offer clear and competitive pricing for our services. You can explore our company incorporation financial packages to find a solution that fits your budget.
Our goal is to be your trusted legal partner in Bangladesh. For expert guidance, contact us at [email protected].
Document Checklist for Registration in Bangladesh
Proper documentation is critical for a smooth registration process with BIDA and other authorities. The following lists outline the key documents required for each business structure. Note that specific requirements may vary.
For Company Incorporation (with RJSC)
The process of company formation in Bangladesh is primarily handled by the Registrar of Joint Stock Companies and Firms (RJSC).
- Name Clearance Certificate from RJSC.
- Memorandum of Association (MoA) and Articles of Association (AoA).
- Personal details of shareholders and directors (NID/Passport).
- Registered Address information in Bangladesh.
- Form IX and Subscriber's Page, signed by all parties.
- For foreign directors/shareholders: Passports and photographs.
- Bank Encashment Certificate for foreign investment.
For Liaison Office Permission (from BIDA)
- Completed application form in quadruplicate.
- Parent company's Certificate of Incorporation, MoA, and AoA (attested).
- Board Resolution from the parent company to establish the LO.
- Audited financial statements of the parent company for the last year.
- List of directors and promoters of the parent company.
- Appointment letter for the local office head.
- Detailed statement of proposed activities.
- Encashment certificate for the initial inward remittance of USD 50,000.
For Branch Office Permission (from BIDA)
- Completed application form in quadruplicate.
- Parent company's Certificate of Incorporation, MoA, and AoA (attested).
- Board Resolution from the parent company to establish the BO.
- Audited financial statements of the parent company for the last year.
- List of directors and promoters of the parent company.
- Appointment letter for the local office head.
- Detailed statement of proposed commercial activities.
- Encashment certificate for the initial inward remittance of USD 50,000.
For Project Office Permission (from BIDA)
- Completed application form in quadruplicate.
- Parent company's Certificate of Incorporation, MoA, and AoA (attested).
- Board Resolution from the parent company to establish the PO.
- Copy of the project agreement/contract signed with the Bangladeshi entity.
- Audited financial statements of the parent company for the last year.
- Detailed information about the project activities, timeline, and funding.
- Appointment letter for the project head.
- Encashment certificate for the initial inward remittance of USD 50,000.
Strategic Considerations for Foreign Investors
Choosing the right structure is crucial for success. Your decision should be based on your intended activities, desired liability exposure, and long-term commitment to the Bangladeshi market.
Full-Scale Operation: Company
Best for full-scale commercial operations, manufacturing, trading, or providing broad services. Offers the greatest operational flexibility and protects the parent company through limited liability. It signifies a long-term commitment to the market.
Market Exploration: Liaison Office
Ideal for market exploration, research, establishing contacts, and acting as a communication channel. It cannot engage in any revenue-generating activities. A low-commitment entry point with a lower compliance burden.
Limited Commerce: Branch Office
Suitable for entities needing to perform specific, BIDA-approved commercial activities and generate local revenue, such as providing certain services. It's a step beyond a Liaison Office but stops short of full manufacturing or unrestricted trade.
Project-Based Work: Project Office
Exclusively for executing a specific, time-bound contract awarded to the foreign parent company. Its existence and activities are strictly tied to the approved project's scope and duration.