8/20/2021 Set up a business in Bangladesh

 https://www.healyconsultants.com/bangladesh-company-registration/setup-llc/

 5 min read

Set up a business in Bangladesh

Since 2003, Healy Consultants has advised our Clients on the optimum corporate structure
for Bangladesh business setup. There are several ways of doing business in Bangladesh, the
most common being the setup of a limited liability company (LLC). Entrepreneurs may
alternatively opt to establish a public limited liability company (PLC). Foreign legal entities are
also allowed to set up branch offices or representative offices in Bangladesh.

The Bangladesh limited liability company (LLC)

The Bangladesh LLC is the most preferred legal entity used by entrepreneurs setting
up businesses in Bangladesh. A LLC requires at least 2 shareholders and 2 directors,
who can either be individuals or legal entities. The directors and shareholders can be of
any nationality and do not need to be resident in Bangladesh. A US$1 minimum paid-
up share capital is also required to complete the incorporation process;
The LLC must submit annual audited accounts to the Bangladesh Income Tax
Authority.

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8/20/2021 Set up a business in Bangladesh

The Bangladesh public limited company (PLC)

The Bangladesh PLC requires a minimum of 7 shareholders who can either be individuals or
corporates. A PLC must also appoint at least 3 directors who can be of any nationality and do
not need to be residents in Bangladesh. This entity can be publicly traded on the
Bangladeshi securities market, the Dhaka Stock Exchange. A PLC must undergo annual
accounts auditing process.

The Bangladesh branch

The Bangladesh Companies Act allows foreign entities looking to do business in Bangladesh
to set up branch offices in Bangladesh. This entity must register with the Bangladesh Board
of Investment (BOI) and comply with its regulations. A branch office is required to submit
quarterly accounts statements of remittances from its parent company to the BOI and the
Bangladesh Income Tax Authority. This entity must also appoint a statutory auditor.

The Bangladesh representative office

A Bangladesh representative office is not considered a legal entity and is not allowed to carry
out any commercial activities in Bangladesh. This entity must register with i) the BOI ii) the
Bangladesh Bank and iii) the Registrar of Joint Stock Companies and Firms. A rep office may
only carry out market research and promote products and services of the parent company
within Bangladesh.

Comparison table between Bangladesh business entities

  LLC PLC Branch office Rep office

How long to set

5 weeks 7 weeks 7 weeks 6 weeks
the company up?

How long to open

company bank 4 weeks 5 weeks 4 weeks 4 weeks
account?

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  LLC PLC Branch office Rep office

Legal liability? Limited Limited Unlimited Unlimited

Wholly foreign
Yes Yes Yes Yes
owned?

Minimum share
US$1 US$1 US$50,000 US$50,000
capital?

File annual tax

Yes Yes Yes No
return?

Tax registration
certificate Yes Yes Yes No
required?

Recommended
Standard Commercial
corporate bank HSBC Habib Bank
Chartered Bank
account?

Does our Client

No No No No
need to travel?

Resident director
No No No No
required?

Resident
shareholder No No No No
required?

Minimum
2 3 1 1
directors allowed?

Minimum
2 7 1 1
shareholders?

Tax identification
code (TIN) Yes Yes Yes No
needed?

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  LLC PLC Branch office Rep office

Bangladesh
resident company
No No No No
secretary
required?

Corporate
shareholders Yes Yes Yes Yes
allowed?

Corporate
director(s) Yes Yes Yes Yes
allowed?

Bangladesh
corporate tax 35% 35% 35% 0%
rate?

Annual financial
statements Yes Yes Yes No
required?

Statutory audit
Yes Yes Yes No
required?

Registrar of Registrar of Registrar of Registrar of

Joint Stock Joint Stock Joint Stock Joint Stock
Regulated by?
Companies Companies Companies Companies
and Firms and Firms and Firms and Firms

Allowed to issue
Yes Yes Yes No
sales invoices?

Allowed to sign
Yes Yes Yes No
contracts?

Allowed to import
and export Yes Yes Yes No
goods?

Can rent an office

space in Yes Yes Yes Yes
Bangladesh?

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8/20/2021 Set up a business in Bangladesh

  LLC PLC Branch office Rep office

Can buy
Bangladesh Yes Yes Yes No
property?

Can own equity in

other Bangladesh Yes Yes Yes No
companies?

Total Bangladesh
business setup US$13,710 US$16,620 US$15,950 US$18,380
costs in Yr. 1

Subsequent
annual costs (incl.
US$3,500 US$3,400 US$3,500 US$3,500
accounting and
tax fee)

Sample
View invoice View invoice View invoice View invoice
engagement
PDF PDF PDF PDF
invoice

Frequently asked questions

How do I setup an LLC in Bangladesh?

Healy Consultants will assist our Clients with Bangladesh business setup by i) getting
name approval from RJSC ii) opening a corporate bank account to deposit the paid up
capital required iii) preparing all incorporation documents and iv) obtaining a TIN
certificate and Trade License.

How many shareholders and directors do I need for Bangladesh

company setup?

At least 2 shareholders and 2 directors are required to setup a company in Bangladesh.

What is the minimum share capital required for Bangladesh LLC

setup?

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8/20/2021 Set up a business in Bangladesh

There is no minimum share capital requirements for LLC. However, branch offices and
representative offices must remit US$50,000 into their Bangladesh corporate bank
account within 2 months of getting approval from the BOI.

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