Types of Company Registration in Bangladesh

A foreign company must register an entity in Bangladesh before it can commence it business here. If you are looking to incorporate or expand your business to Bangladesh, you may consider
the following options. Investor can register one of the below options:

Private Limited
Private Limited Companies are suitable for individual businesses entrepreneurs that require registration as a private entity. In this type of company, a group of shareholders distributes the
liability amongst themselves to help protect their personal assets. The total capital of such business types is the total of all the shares held by each member of the company. Also, the personal
and business assets of the members are considered separate, allowing for better protection and security. The shares of such a company cannot be publicly traded or transferred. As per the
Bangladesh Companies Act, 1994 to be eligible for this type of company registration, the private limited company must meet the following criteria:
 Minimum of two and maximum of 50 shareholders
 Minimum of two directors
 100% foreign shareholding or foreign investment is allowed
 Share Capital shall be any amount, BDT 1 (one) for each shareholder at minimum
 Must have a registered office address in Bangladesh

Subsidiary Company
For the corporate shareholder, the most popular option is to register a subsidiary company in Bangladesh. The subsidiary company shall enjoy the same benefits what a local corporate enjoys.
As per the Bangladesh Companies Act, 1994 to be eligible for this type of company registration, the private limited company must meet the following criteria:
 Minimum of two and maximum of 50 shareholders
 Minimum of two directors
 A corporate shareholder must nominate representative director on their behalf
 100% foreign shareholding or foreign investment is allowed
 Share Capital shall be any amount, BDT 1 (one) for each shareholder at minimum
 Must have a registered office address in Bangladesh

Representative or Liaison Office

 It is commonly considered as a representative office of the foreign parent company in Bangladesh, it can be your first step to enter into Bangladesh market as a temporary setup. The
purpose of this legal entity is to conduct customer coordination, customer support, customer relationship, market research & analysis, etc. Liaison office is not permitted to allowed any
revenue generating activities.

Branch Office
Apart from setting up a subsidiary company, foreign companies wishing to take a presence in Bangladesh can consider branch office as an option. A registered branch office in Bangladesh is an
extension of its foreign parent company registered outside of Bangladesh and it is allowed to carry out commercial activities in a limited area.
Comparatives among Different Options
Branch Office
Subsidiary Company Branch Office
Liaison /Representative office
Not a separate legal entity from the headquarter Not a separate legal entity from the headquarter
Description Separate legal entity from its parent company; (foreign company); (foreign company);
An extension of the foreign company; An extension of the foreign company;
Name: The name can be different from the
Name: The name of the Bangladesh liaison must be Name: The name of the representative/ liaison
parent company;
the same of the foreign company office must be the same of the foreign company
Constitution: Having its own
Constitution: No separate constitution/MOA/AOA Constitution: No separate constitution/MOA/AOA
constitution/MOA/AOA;
Key Registration from the foreign company from the foreign company
Registered Address: Registered office address
Requirements Registered Address: Registered office address located Registered Address: Registered office address
located in Bangladesh
in Bangladesh located in Bangladesh
Shareholding: Parent company can hold 100%
Shareholding: N/A Shareholding: N/A
shareholding
Paid up Capital: N/A Paid up Capital: N/A
Paid up Capital: Minimum BDT 1 paid up capital
Certified copy of the passport for all directors of
Certified copy of the passport for all directors of the the foreign company
Copy of the passport for all director &
foreign company Photograph of all directors of foreign company
shareholder
Photograph of all directors of foreign company Certified copy of incorporation certificate,
Photographs of all Shareholders
Certified copy of incorporation certificate, MOA&AOA, auditors report for last FY, Tax
Copy of the Incorporation Certificate, MOA &
MOA&AOA, auditors report for last FY, Tax registration details of the foreign company
AOA of parent company
registration details of the foreign company A board resolution to take the decision to open a
A board resolution authorizing a specific
A board resolution to take the decision to open a liaison office in Bangladesh, authorizing a specific
individual to sign necessary subsidiary
liaison office in Bangladesh, authorizing a specific individual to sign necessary registration
Documents Required documents on behalf of the parent company
individual to sign necessary registration documents documents on behalf of the foreign company
A board resolution to select the bank in
on behalf of the foreign company A board resolution to select the bank in
Bangladesh to open a temporary/in-operative
A board resolution to select the bank in Bangladesh Bangladesh to open an operative bank account
bank account to bring the initial equity
to open an operative bank account and the bank and the bank signatories
investment and the bank signatories
signatories Deceleration of non-commercial activities
Draft MOA & AOA
Deceleration of business activities conducted in conducted in Bangladesh under the liaison office
Signed subscriber form, directors’ consent and
Bangladesh under the liaison office Bangladesh liaison office organization chart
declaration of register address
Bangladesh office organization chart
 RJSC: File Annual Return and audited financial
report of the subsidiary to RJSC; BIDA: File quarterly return to BIDA/Bangladesh BIDA: File quarterly return to BIDA/Bangladesh
Tax: 2 monthly TDS tax reporting, 1 half yearly central bank and tax authority central bank and tax authority
TDS reporting, 2 annual TDS reporting and 1 Tax: monthly TDS tax reporting, 1 half yearly TDS Tax: 2 monthly TDS tax reporting, 1 half yearly
annual tax return filing reporting, 2 annual TDS reporting and 1 annual tax TDS reporting, 2 annual TDS reporting and 1
Compliance Filing VAT/GST: Monthly VAT return, declaration of return filing annual tax return filing
input-output coefficient and required to maintain VAT/GST: Monthly VAT return, declaration of input- VAT/GST: Monthly VAT return and maintenance
VAT/GST record keeping output coefficient and required to maintain VAT/GST VAT/GST record keeping is only required when
FDI: Quarterly FDI reporting to Bangladesh record keeping; liaison office has VAT/GST registration
central bank Licensing: Renewal of trade license, IRC & ERC; Licensing: Renewal of trade license
Licensing: Renewal of trade license, IRC & ERC;
Can have different business activities from the
Must be the same as the foreign company Can only do market research, customer
parent company
Allowed Activities BIDA shall not allow any business activities other than coordination or feasibility studies
Business activates defines as per business
its parent’s business. No business activity.
objective clause of Memorandum
Till the validity of BIDA permission period Till the validity of BIDA permission period
It is renewable, application for renewal must be It is renewable, application for renewal must be
Valid period Till company is closed
placed before 2 months of the expiry of current placed before 2 months of the expiry of current
permission permission
Since it is a separate legal entity. Any legal
Parent company is fully responsible for any liabilities Parent company is fully responsible for any
Liability proceeding will be towards the subsidiary
from the branch office; liabilities from the representative/liaison office;
company only;
Considered as a resident company and is eligible Considered as non-resident company for tax
Taxation for tax benefits like a local company purposes. No Tax benefits N/A
General Corporate Tax rate is 35% General Corporate Tax rate is 35%
No restriction on hiring local employee No restriction on hiring local employee No restriction on hiring local employee
Staff Hiring 1 foreign employee can be hired against each 5 1 foreign employee can be hired against each 5 local 1 foreign employee can be hired against each 5
local employees employees local employees