Company Incorporation in Bangladesh for Foreigners

Foreign investors incorporate in Bangladesh for three reasons: full foreign ownership is permitted in most sectors with no local partner required, the country sits on Bay of Bengal shipping routes served by the Chattogram and Mongla seaports, and companies inside a BEZA economic zone or BEPZA export processing zone may qualify for a tax holiday. Each is set out below.

Can a Foreigner Own 100% of a Bangladeshi Company?

Yes. A foreign investor may own the entire shareholding of a Bangladeshi private limited company in most sectors, with no requirement for a local partner or a nominee shareholder. A limited number of reserved and controlled sectors carry restrictions or need prior approval, so the intended business activity should be checked against the current investment policy before the company name is reserved.

Where Does Bangladesh Sit on Regional Trade Routes?

Bangladesh sits on the Bay of Bengal with seaports at Chattogram and Mongla, placing it on the shipping routes that connect South Asia with Southeast Asia. It is a member of SAARC and of BIMSTEC, the regional grouping that links it with India, Nepal, Bhutan, Sri Lanka, Myanmar and Thailand.

What Tax Incentives Apply in BEZA and BEPZA Zones?

Companies established inside an economic zone administered by BEZA, or an export processing zone administered by BEPZA, may qualify for a tax holiday. Outside those zones, corporate tax is charged at different rates depending on whether a company is listed on a stock exchange and which sector it operates in, and export-oriented manufacturers are taxed at reduced rates. Current rates and eligibility conditions are published by the National Board of Revenue, and we confirm what applies to your business as part of tax registration and planning.

A foreign investor can choose from three structures in Bangladesh: a private limited company, a branch office, or a liaison or representative office. A private limited company is the usual choice where the business will earn revenue locally. Branch and liaison offices both require prior BIDA permission and leave the parent company liable.

What Is a Private Limited Company in Bangladesh?

A private limited company in Bangladesh is a separate legal entity registered with RJSC. It can trade, invoice, sign contracts, hold a bank account, employ staff and own assets in its own name, and liability is limited to the share capital. It needs a minimum of two shareholders and two directors, and a foreign parent company can hold the shares directly. This is the usual choice where the business will generate revenue in Bangladesh.

What Is a Branch Office and When Should You Use One?

A branch office in Bangladesh is not a separate entity but an extension of the foreign parent, registered with RJSC under the provisions for foreign companies and requiring prior permission from BIDA. It may carry out only the activities BIDA approves, and the parent remains liable for its obligations. Suitable where a foreign company wants to operate under its own name rather than through a subsidiary.

What Can a Liaison or Representative Office Do?

A liaison or representative office in Bangladesh also requires prior BIDA permission. It may not earn income in Bangladesh and is funded entirely by remittance from the parent, and its role is limited to market research, liaison and coordination. It suits a company testing the market before committing to a trading entity.

You need a registered entity in Bangladesh if you will invoice locally, sign contracts, import or export, or hold a licence in your own name. If you only need to employ and pay a small team, an employer of record or outsourced payroll arrangement achieves that without incorporation, capital remittance, or annual RJSC filings.

An entity is the right route if:

• You will invoice customers in Bangladesh or receive local revenue
• You need to sign contracts, hold a licence, or import and export in your own name
• You are building a permanent office, factory or long-term operation
• Your parent company requires a registered subsidiary for consolidation or audit

It probably is not if:

• You want to hire a small team and have no plan to trade locally
• You are testing the market and need presence rather than revenue, where a liaison office may fit better
• Your only requirement is running payroll and staying compliant with local labour law

Where the need is employment rather than trading, an employer of record or an outsourced payroll arrangement puts staff on a compliant footing without the registration, capital remittance and annual filing obligations that come with a company. If you are unsure which side of the line you fall on, tell us what the team will actually do and we will set out which route costs less over three years.

NetworkBD works to three incorporation packages, chosen by where the shareholders live and whether anyone will relocate: Local Entrepreneur, where a Bangladeshi resident director is already in place; Foreign Entrepreneur Without Relocation, where the owners stay abroad; and Foreign Entrepreneur Relocating, which adds the BIDA work permit and E or PI visa sequence.

Package 1 — Who Is the Local Entrepreneur Package For?

The Local Entrepreneur route suits shareholders and directors who are Bangladeshi residents. Because no shareholder is foreign, there is no inward capital remittance and no Encashment Certificate, and no document needs attestation at a Bangladesh mission abroad. Directors provide a National ID and a Tax Identification Number, and no work permit or visa step applies.

Package 2 — Who Is the Foreign Entrepreneur (No Relocation) Package For?

The Foreign Entrepreneur Without Relocation route suits owners who will hold shares from abroad and never move to Bangladesh. Shareholder documents must be notarised at home and attested at a Bangladesh mission, share capital must arrive as inward remittance with an Encashment Certificate, and a registered office in Bangladesh is still required. No work permit or visa is needed.

Package 3 — Who Is the Relocating Foreign Entrepreneur Package For?

The Foreign Entrepreneur Relocating route suits owners or professionals who will register a company in Bangladesh and move their operations here. Bangladesh does not issue an employment pass; a foreign national working in the country needs a work permit. For a private company outside an export processing zone this is issued by the Bangladesh Investment Development Authority (BIDA), and by BEPZA for companies inside an EPZ. The employer first obtains a visa recommendation from BIDA, the employee then applies for an E or PI visa at a Bangladesh mission abroad, and the work permit application is filed with BIDA after arrival.

Every shareholder and director must supply a passport copy or National ID, passport-size photographs, residential address and contact details, and a signature specimen. A foreign corporate shareholder must additionally supply its certificate of incorporation, constitutional documents and a board resolution, each notarised at home and attested at a Bangladesh mission. Attestation abroad is usually the slowest step.

What Does Every Shareholder and Director Need to Provide?

• Passport copy for a foreign national, or National ID for a Bangladeshi
• Passport-size photographs
• Residential address, contact number and email
• Signature specimen
• Tax Identification Number, for Bangladeshi directors

What Extra Documents Does a Foreign Corporate Shareholder Need?

• Certificate of incorporation of the parent company
• Memorandum and articles, or the equivalent constitutional documents
• Board resolution approving the investment and appointing the authorised signatory
• Each of the above notarised in the home country and attested at the Bangladesh embassy or high commission there

What Information About the Company Itself Is Required?

• Three proposed names in order of preference, for name clearance
• The intended business activities, which determine the objects clause
• Authorised and paid-up share capital, and how the shares are split between shareholders
• Registered office address in Bangladesh, with proof of the premises

We prepare the Memorandum and Articles of Association and the RJSC forms from this information, so you are not drafting anything yourself. Send what you have and we will tell you what is still missing.

NetworkBD prepares the incorporation documents, files them with RJSC, and then obtains everything the company needs before it can trade: the Trade Licence from the City Corporation, the Tax Identification Number from the National Board of Revenue, and VAT registration. The same team continues with annual returns and post-registration licences.

NetworkBD handles company incorporation and the administration that follows it, for small and medium-sized enterprises and for foreign parent companies establishing a subsidiary. One team covers the registration, the post-registration licences, and the annual filings that keep the company in good standing.

The Tax Identification Number and VAT registration are completed in the same engagement, so the company can invoice from the day it is registered. If the business qualifies for a sector incentive or an economic zone benefit, we tell you before you commit rather than afterwards.

Incorporation with NetworkBD includes name clearance, drafting of the Memorandum and Articles of Association, the RJSC filing, corporate bank account opening, the TIN certificate, and the Trade Licence application. Nominee director services and foreign branch or subsidiary registration are optional additions. A nominee director is not a legal requirement in Bangladesh — it is a client choice.

1. Nominee director services, where a resident director is wanted
2. Guide to company registration in Bangladesh
3. The step-by-step RJSC registration process
4. Opening the corporate bank account
5. Obtaining the TIN certificate
6. Applying for the Trade Licence
7. Registering a foreign company’s branch or subsidiary
8. Converting a sole proprietorship into a company

You deal with one named consultant rather than a chain of intermediaries, and you receive a single quoted fee covering both the incorporation and the post-registration licences, so there is no separate invoice each time a certificate is issued. Documents are executed remotely, so shareholders never need to travel to Bangladesh.

If the company later needs a work permit, a branch office, or help with annual filings, the same team continues the work rather than handing you on to someone else.