How to Register a Foreign Company Legally in Bangladesh 2025

Bangladesh is an emerging market with a growing economy, making it an attractive destination for foreign businesses looking to expand their operations in South Asia. With its large population, strategic location, and developing infrastructure, Bangladesh offers numerous opportunities for foreign investors. If you’re planning to set up a foreign company in Bangladesh in 2025, it’s essential to understand the legal steps involved in the registration process. This guide provides a comprehensive step-by-step approach to help you navigate the process of registering a foreign company in Bangladesh.

Why Register a Foreign Company in Bangladesh?

Before diving into the registration process, let’s explore some key reasons why you should consider setting up a foreign company in Bangladesh:

1. Growing Economy: Bangladesh has experienced rapid economic growth over the last decade, particularly in sectors like textiles, agriculture, and information technology.
2. Strategic Location: Bangladesh is at the crossroads of South and Southeast Asia, making it a hub for international trade and commerce.
3. Investment Incentives: The government of Bangladesh offers various incentives to foreign investors, including tax exemptions, subsidies, and preferential treatment for foreign companies in certain industries.
4. Large Consumer Market: With a population exceeding 170 million, Bangladesh offers a substantial consumer base for a wide range of products and services.

Now that you understand the benefits, let’s look at the steps in legally registering a foreign company in Bangladesh.

Step 1: Choose the Type of Business Entity

The first step in registering a foreign company in Bangladesh is to decide on the type of business entity you want to establish. Foreign companies can operate in Bangladesh in the following ways:

1. Private Limited Company: A private limited company is a popular option for foreign investors. It limits shareholders’ liability and offers flexibility in operations.
2. Public Limited Company: If you plan to expand on a large scale or go public, a public limited company might be the right choice. This entity is suitable for businesses that intend to raise capital from the public by issuing shares.
3. Branch Office: A branch office is an extension of the parent company, but it cannot engage in manufacturing activities. It is allowed to carry out business-related activities such as marketing, sales, or offering services in Bangladesh.
4. Representative Office: This type of office is only allowed to conduct marketing, liaison, and research activities. It cannot directly generate revenue or enter into commercial contracts.

Each type of entity comes with its own set of benefits, limitations, and legal obligations. It is crucial to assess which structure is best for your business based on your long-term goals.

Step 2: Reserve a Company Name

The next step in the registration process is to reserve a name for your foreign company. The name should be unique and not resemble the name of an existing company.

• Online Name Search: You can use the Registrar of Joint Stock Companies and Firms (RJSC) online portal to check whether the desired name is available.
• Application for Name Reservation: Once you’ve identified a suitable name, you need to apply for a name reservation with RJSC. This is done by submitting an online application along with a prescribed fee.
• Approval: The RJSC will approve or reject the name based on their criteria. Once the name is approved, you will receive a name reservation certificate.

Step 3: Prepare Necessary Documents

Once your company name is reserved, you need to prepare the following documents to submit to RJSC:

1. Certificate of Incorporation of the parent company (if applicable).
2. Memorandum and Articles of Association of the foreign company, which outlines the objectives and operational guidelines of the business.
3. Board Resolution from the parent company authorizing the establishment of a branch or representative office in Bangladesh.
4. Power of Attorney designating a local representative or agent for the foreign company in Bangladesh.
5. Passport Copies and National ID of the local directors (or authorized representatives).
6. Proof of Address for the parent company and the registered office in Bangladesh.

You may need to have some of these documents translated into English if they are in another language. Additionally, some documents may require notarization or attestation from the relevant authorities in the foreign country.

Step 4: Submit Application to RJSC

Once you have gathered all the necessary documents, you should submit your application to the Registrar of Joint Stock Companies and Firms (RJSC). The RJSC is the regulatory authority responsible for registering companies in Bangladesh.

• Submit Documents: You will need to submit the documents online or in person at the RJSC office. The application will be reviewed, and the RJSC may ask for additional documents if needed.
• Company Registration Fee: You will also need to pay the registration fee, which varies depending on the type of company you are registering.
• Approval: After verification, RJSC will issue a Certificate of Incorporation, officially registering your company in Bangladesh.

Step 5: Obtain a Trade License

Once your company is registered with the RJSC, you need to apply for a Trade License from the City Corporation or Municipality where your business will operate.

• Required Documents: Submit a copy of the Certificate of Incorporation, TIN (Taxpayer Identification Number), and Lease Agreement for the office space.
• Trade License Fees: Pay the applicable trade license fee based on the nature and scale of your business operations.
• Approval: After reviewing your application, the local authorities will issue a Trade License, allowing you to conduct business legally in Bangladesh.

Step 6: Register with the Tax Authority (NBR)

To comply with Bangladesh’s tax laws, all businesses, including foreign companies, must register with the National Board of Revenue (NBR) to obtain a Taxpayer Identification Number (TIN).

• Application Process: Submit an application to the NBR with the required documents, such as the Certificate of Incorporation, Trade License, and Passport copies of directors.
• Tax Compliance: Once registered, you will be required to file annual tax returns and pay corporate income tax on your business profits.

Step 7: Open a Local Bank Account

To conduct financial transactions, you will need to open a local bank account in Bangladesh. This is required for paying suppliers and employees and settling other business-related expenses.

• Documents Required: Provide the bank with your Company Registration Certificate, Trade License, and TIN.
• Account Type: You can open a current account in the company’s name for daily transactions.

Step 8: Register for VAT (If Applicable)

If your company will be involved in activities subject to Value Added Tax (VAT), you must register with the VAT Department of the National Board of Revenue (NBR).

• VAT Registration: Complete the VAT registration application, providing necessary documents such as the Trade License, TIN, and Company Registration Certificate.
• VAT Compliance: Once registered, you must charge VAT on applicable goods and services and file regular VAT returns.

Step 9: Hire Employees and Comply with Labor Laws

If you plan to hire local employees in Bangladesh, you must comply with the country’s labor laws, which include registering with the Labor Department and providing employee benefits.

• Employee Registration: Register employees with the Social Security and Welfare Fund and provide benefits such as health insurance and retirement funds.
• Comply with Local Labor Laws: Familiarize yourself with Bangladesh’s labor laws, including working hours, wage regulations, and employee rights.

Step 10: Start Operations

Once all the legal formalities are completed, your foreign company can begin operations in Bangladesh. Ensure that you maintain proper records, file taxes on time, and stay compliant with local regulations to avoid penalties.

Conclusion

Registering a foreign company in Bangladesh can be a complex process, but with careful planning and understanding of the legal requirements, it can be a smooth experience. The country offers vast opportunities for foreign businesses, and the government has created a relatively easy process for foreign investors to establish a presence. By following the steps outlined in this guide, you can set up your foreign business in Bangladesh and start reaping the rewards of its growing market.

For additional support and guidance on expatriate management and setting up a business in Bangladesh, check out Recombd Expatriate Management Services.