Bangladesh, as an emerging market, is attracting the interest of both local and international entrepreneur and investors. The country offers a lucrative foreign investment policy and a stable legal environment for the protection of foreign investment as guaranteed by the Foreign Private Investment (Promotion and Protection) Act, 1980. 

The legal system of Bangladesh provides investment protection, foreign investors enjoy non-discriminatory treatment under the laws of Bangladesh. Also, there are no restrictions on the Repatriation of profits and proceeds from share sales.

If you plan for a new business or want to expand your business in Bangladesh, you must consider the foreign business structure and business structure and types in Bangladesh to choose the right incorporation model. Each and every line of business features its own structures, through which the owners can choose the form that best meets the needs of their operations, capital, and long-term plans:

• Fully Owned Foreign Subsidiary offers total control, as the company can be completely owned by foreigners or the parent company.
• Joint Venture – You can enter into a Joint Venture agreement with a local partner, sharing ownership and resources 

With some limited setup resources and investments, investors may wish to consider:

• Bangladesh Branch Office—it is essentially a part of the parent company with limited functionality.
• Liaison or Representative Office—only permitted to perform local research.

Other opportunities include:

• PPP – Public-Private Partnership.
• Franchise operations – Renowned brands can have their presence in Bangladesh.
• Engagement of Agents or Distributors – Companies can appoint Bangladeshi companies as exclusive agents, or nonexclusive agents, or distributors.

For most investors, a wholly foreign-owned subsidiary provides the greatest level of control. However, setting-up a Branch, Liaison, or Representative Office in Bangladesh may be a great option for investors and companies with limited resources or those who do not wish to go for significant investment before assessing the Bangladeshi local market.

Here’s everything you need to know about setting up and managing Setting Up a Branch, Liaison, or Representative Office in Bangladesh.

What Is a Branch Office?

Key Highlights of a Branch Office in Bangladesh

1. Commercial Operations: Branch offices may conduct certain business activities, subject to BIDA’s prior approval. Such operations are only sanctioned as specified during the registration process and must remain compliant.

2. Revenue Generation Potential: Branch offices differ from liaison offices in that branch offices may be permitted to derive local income — but only if such income derives from activities authorized by BIDA. As a result, branch offices are often more versatile option, which makes them appealing for companies looking to establish a revenue stream in Bangladesh without without requiring a significant initial investment. 

3. Legal Structure and Framework: It is to remember that a branch office is not a separate legal entity. Instead, it operates as an extension of its foreign parent company. This means that the parent company is fully liable for the branch office’s debts, obligations, and actions.

4. Active Market Participation: Overall, branch offices work well for companies looking to establish a presence in Bangladesh’s market. Be it delivering services, performing contracts, or distributing products, they serve as a platform for direct connections and active participation.

Why Choose a Branch Office?

Since Bangladesh presents a wealth of opportunities, understanding the local business environment is sometimes complicated. For those companies that are not yet ready to make a significant investment in the local market, a branch office provides the ideal compromise—allowing operational activities without the commitment of setting up a separate legal entity.

“So, if you want to explore, expand, or establish your presence, a branch office in Bangladesh might just be the gateway to success.

What Is a Liaison Office?

A Liaison Office or Representative Office is a noncommercial establishment in nature. This means your parent company cannot engage in any commercial operation i.e. cannot generate revenues. Your parent company will have to bear all the operational and management costs in Bangladesh. Since all the operations are supported by the parent company, and it is not allowed to generate profits, your Liaison or Representative office may not have any financial obligations in Bangladesh.

Liaison Office in Bangladesh: Key Insights

Purpose and Role: A liaison office or representative office acts as a bridge for communication and helps the parent company keep in touch with local agents, suppliers, and exporters. It can also perform market research, as well as share business insights that are relevant.

No Local Revenue: A liaison office cannot create local revenue, unlike branch offices. The parent company has to pay all operational costs, including salaries for local and expatriate staff.

Permitted Activities: You are only allowed to undertake specified non-commercial activities set forth in your approval letter such as correspondence, coordination, and market intelligence.

Legal status and Parent Company Responsibility: Since, Liaison office is not a separate legal entity, the parent company abroad is fully liable for all activities, liabilities, and obligations of the liaison office.

Statutory/Annual filing: After registration, the Liaison office does not require much statutory compliance, but reporting to Bangladesh Bank is required.

“For those businesses interested in entering the Bangladesh market, looking for partnerships or wanting to gather market intelligence, will find Bangladesh liaison or representative offices to be very suitable. “

Branch Office vs. Liaison Office: Which Should You Choose?

You can opt for a Branch Office based on your desired purpose, such as business activities, revenue options, or long-term presence and operations in Bangladesh. Ideal for companies interested in selling products, self-contracting services, or executing contracts locally.

If market exploration, communication maintenance, or partnership facilitation is your main objective, a Liaison Office is the choice. This is a budget-friendly option businesses can consider if they’re unwilling to commit to a full-scale operation.

Steps for setting up a Branch or Liaison Office in Bangladesh

The requirements for setting a Branch or Liaison/Representative are almost identical. To establish a Branch or Liaison office in Bangladesh, the following steps must be taken:

Obtain BIDA Approval: 

Permission to open and operate a Branch or Liaison office in Bangladesh is subject to the approval from the Bangladesh Investment Development Authority (BIDA). You can create a user ID to obtain the approval process using the BIDA One Stop Service (BIDA OSS Portal) with the following documents:  

1. A formal resolution passed by the Company’s Board of Directors outlining:

• the decision to open an office in Bangladesh. For Project Offices, provide a copy of the agreement with the EPC Contractor.
• It should clearly specify the purpose and scope of the office operations.
• Details of the Project

2. Submission of Audited Financial Statements

Audited accounts of the parent company for the most recent financial year is required.

3. Proposed Office Organogram

A detailed organizational structure of the office, specifying roles for expatriates and local employees.

4. Principal Company Activities

Provide a clear description of the parent company’s primary business activities.

5. Director/Owner Details

names and nationalities of the parent company’s owners or directors.

6. Memorandum and Articles of Association

Copy of the company’s Memorandum and Articles of Association are required to show its legal identity and operational framework.

7. Certificate of Incorporation

A certified copy of the business’s incorporation certificate.

8. Authorization Letter

A letter signed by company management authorizing the submission of the application on their behalf.

9. Additional Supporting Information

Any other relevant information with supporting documents.

10. Proposed Activities and Future Plans

• Clearly outline the activities the proposed office will undertake.
• Include long-term strategies and contributions to industrial growth and economic development in Bangladesh.

Please note:  

1. All documents must be attested by:

• The concerned Bangladesh Mission in the applicant’s country, OR
• The respective country’s mission in Bangladesh, OR
• The apex business chamber of the applicant’s country.

2. If the documents are not in English, they must be accompanied by a certified English translation.
3. You will need an encashment certificate  as proof of inward transfer of US $50,000.00, demonstrating the financial commitment. This applies to branch, liaison, joint ventures or subsidiary company with 100% foreign ownership

Submission Protocol

1. Online Submission

Submit the application and supporting documents through BIDA’s online portal.

2. Hard-Copy Submission

After completing the online process, submit physical copies of all documents to BIDA’s Commercial Wing.

Fees:

As per BIDA, the government fees for obtaining permission for setting up branch and liaison offices is BDT 25,000/- and BDT 250/- submission fees. 

The foreign parent firm must deposit a fee of BDT 25,000.00 via Treasury Chalan (Code No. 1-3901-0001-1876), which may be deposited at any branch of Bangladesh Bank or Sonali Bank.

Time:

Usually 16 working days as per BIDA subject to the approval of the Inter-ministerial committee.

Set Up a Local Bank Account:

The next step after receiving approval to open a branch in Bangladesh is to create an account with any Bangladeshi bank according to the instructions in the “Guidelines for Receiving Remittance Foreign Currency Transactions“. In Bangladesh, however, a remittance of USD 50,000 must be injected within two months after the BIDA approval is granted. It can be used to cover operation and setup charges, visas, meals, and living expenses, among other things.

Open an account with a Bangladeshi bank. Transfer the required funds to cover operational costs within two months of receiving approval. An additional 5% of the total remittance is required as a penalty for non-compliance within two months.

Once you have secured BIDA approval, there are further steps that need to be achieved and ongoing compliance requirements to be followed, to ensure your branch or liaison office operates smoothly within the legal framework. 

Notify the Central Bank

Once you receive approval from BIDA, it is mandatory to:

• Notify the Central Bank of Bangladesh within 30 days of approval.
  
• This is to comply with the financial regulations for foreign body corporate operating in Bangladesh.

Complete Registration with RJSC

• Register your branch or liaison office with the Registrar of Joint Stock Companies and Firms (RJSC) to formalize your legal presence.
• This step is crucial for obtaining official recognition and completing the legal establishment process.

Approval Period and Renewals

1. Initial Approval:

Branch or liaison office approvals are typically granted for an initial period of three years.

2. Renewal Process:
   • A renewal (extension) application must be filed with BIDA if operations are needed beyond the approved period.
   • The application should include all required documents and be submitted at least two months prior to the expiration of the current approval.
   • Timely submission ensures uninterrupted operations.

Address and Operational Changes

1. Change of Address:
   • In the case of the office address change, a new office address shall be notified to BIDA before such change happens.
   • Approval from BIDA is required for the update.
2. Establishing Additional Offices:
   • A formal application is required to BIDA if the branch/ liaison is going to open more than one office.
   • The application must also detail why — and how — it would expand its operations.

Key Compliance Tips

• Ensure timely notifications and document submissions to avoid legal or operational disruptions.
• Maintain clear communication with BIDA, the Central Bank, and RJSC to meet all statutory requirements.
• Keep thorough records of all approvals, extensions, and notifications for future reference and audits.

Apply for PI and E Visa

Employees and investors both can apply for a visa. Visa is approved for 3-5 years

Supporting papers are:

• Academic certificate and any experience papers
• Appointment letter from branch office
• Passport and photograph
• New paper advertisement copy
• Branch office open permission copy
• Number of employees list
• Salary as schedule of appointment for foreign staffs
• Salary schedule as per the appointment for foreign staff
• Technical and engineer foreign staff are tax free for the first 3 years.

Learn more about applying for a Visa in Bangladesh

We advise investors to establish a Bangladesh company for greater control and operational flexibility and scalability. Our guide to Bangladesh subsidiary company registration

Extension for Branch/Liaison/Representative Office Permission:

The investor must submit an application online via this portal.

Documents Required:

1. A copy of the most recent authorization letter for the office
2. Resolution of the Board of Directors of the company extending/renewing the office permission
3. Latest income tax clearance certificate of the local office
4. Audited financial statements for the principal company’s most recent fiscal year
5. The Bangladesh office’s most recent audit report
6. Up to date Certificate of encashment of inward remittance
7. Bangladesh Bank’s notification letter pursuant to section 18(B) of the Foreign Exchange Regulation Act, 1947

8. A list of all existing local and foreign manpower, including their titles, salaries and benefits, nationality, and date of first appointment
9. Copy of the previous office permission letter 
10. Additional information with necessary documents (if any) 

Please Nota:

• The application will be approved at a meeting of the Inter-Ministerial Committee. Documents must be attested by the Country Manager/Office Head.
• Tk 10,000.00 for two (2) year extension fees shall be submitted via an online payment gateway. (Credit Card (Visa/MasterCard), Mobile Banking (Bkash), and Counter Payment for Sonali Bank once the application has been approved.

Changing the name of the Bangladesh Branch Office:

Description and Procedures for the Service:

The investor must submit an application in-person. online via this portal – BIDA One Stop Service .

Documents Required to Amend a Branch/Liaison/Representative Office Permit:

1. A copy of the letter authorizing the use of the office
2. A copy of the resolution adopted by the global board
3. Amendment Description
4. Parent Company’s board resolution for changing the name of the branch/liaison/representative office. The document must be appropriately attested by the Bangladesh embassy/mission of the respective country in Bangladesh/ respective country’s apex business chamber). 
5. In case of a merger, required documentation including court ruling; Certificate of Incorporation on changing the company name
6. Recent up-to-date tax compliance certificate
7. Any other information with proper documents  

Please Note:

• The amendment fee of Tk. 1000.00 shall be paid via an online payment gateway (Credit Card). (Visa/MasterCard), Mobile Banking (Bkash), and Counter Payments for Sonali Bank once the application has been approved.
• Time- 16 working days subject to the approval of Inter-ministerial committee

Changing the address of the Bangladesh Branch Office:

Description and Procedures for the Service:

The investor must submit an application online via this portal – BIDA One Stop Service .

Documents Required to Amend a Branch/Liaison/Representative Office Permit:

• A copy of the office permission
• Rent agreement
• A copy of the resolution for changing office address
• Trade license (for locally incorporated company)
• Form VI of Register of Joint Stock Company (RJSC) (in case of locally incorporated company) 

Nota bene:

• The amendment fee of Tk. 1000.00 shall be paid via an online payment gateway (Credit Card). (Visa/MasterCard), Mobile Banking (Bkash), and Counter Payments for Sonali Bank once the application has been approved.

 The investor must submit an application in-person. online via this portal – BIDA One Stop Service .

Closing of Bangladesh Branch Office:

Description and Procedures for the Service:

The investor must submit an application in-person.

Permission to cancel or close a Branch/Liaison/Representative Office- (Cancellation/Closing):

Documents Required:

1. A copy of the letter authorizing the use of the office
2. Income tax clearance certificate (Paid in full) (Org.) for the last 03 (three) years & pursuant to section-89
3. NOC from House/LandLord or Termination Notice of Office Lease Agreement
4. Copies of the global board resolution authorizing the office’s closure
5. Letter of cancellation of all expatriates’ work permits
6. Certificate of payment of all dues
7. Bank Statements that are current
8. Current Audit Report
9. A copy of the public notice must be published in any recognized national print media at least three (3) months before the closure of the foreign office in Bangladesh.

Note:

• The application will be reviewed and approved by a reputable desk officer. Documents must be attested by the Country Manager/Office Head.
• There are no fees.

Letter sample for the closure of an office in Bangladesh.

For your consideration, I am enclosing the following forms and documents:

1. Resolution of the Global/Principal Office Board of Directors authorizing the closure of the Liaison Office;
2. Permission from the liaison office;
3. A copy of the public notice is published in a daily newspaper.
4. The Liaison Office’s most recent income tax certificate;
5. Financial Statements that have been audited recently;
6. Bank Statements that are current;
7. Letter of Cancellation of Country Manager’s Work Permit, Mr.__________________ (insert name);
8. NOC from the owner/landlord of the property or notice of termination of the office lease agreement;
9. Declaration of all existing and future obligations, including unpaid taxes.

Frequently Asked Questions (FAQ) About Branch and Liaison Offices in Bangladesh

1. What can a branch office do in Bangladesh?

• Exporting/importing goods.
• Providing technical support.
• Researching or completing feasibility studies.
• Promoting the parent company’s products or services.
• Liaising with local businesses or government agencies. 

Note: Commercial trading and manufacturing may not be allowed for branch offices.

2. How long does it take to set up a branch office?

This generally only takes 4-6 weeks (subject to documents being accurately completed).

3. What is the validity period for a branch office?

BIDA usually provides initial approval for 1-3 years. You can request extensions before the approved period elapses.

4. Is a branch office considered a legal entity in Bangladesh?

No, A branch office is not a separate legal entity. It operates as an extension of its parent company.

5. Can a branch office repatriate profits?

Yes, after paying the local taxes and obtaining the clearance / approval from BIDA as well as the Bangladesh Bank, the profits can be remitted to the parent company.

6. Are there specific compliance requirements for branch offices?

• Keep separate books of accounts for operations in Bangladesh.
• – Prepare statutory filings like annual returns and financial statements with the authorities.
• If you hire employees in Bangladesh, make sure to comply with the local labor laws.

7. Are there any restrictions on foreign employees in a branch office?

Branch offices are allowed to employ foreign employees, but they are still bound by the government quota rules, which usually permits foreign nationals to maintain a 5:1 ratio of local to foreign workers.

8. Can a branch office later convert into a subsidiary company?

Yes, if you want a branch office to be closed and replaced with a wholly owned company. This requires proper approvals and compliance with local incorporation procedures.

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