What Is a Branch Office?
Branch Office Registration in Bangladesh. The branch office is considered a country office of a foreign entity. Usually, a branch office is also restricted from undertaking any business activity in Bangladesh and cannot have any income in Bangladesh. However, there are options to extend the parameters of the Branch office, whereby the Branch Office can, with due pre-consent from BIDA, engage in commercial activities. A branch or liaison office is one of the two choices open to foreign investors looking to begin operating in Bangladesh.
Branch office in Bangladesh: Key Information
- With prior BIDA approval, a branch office of a foreign company may participate in commercial activities.
- With the previous approval of BIDA, a Branch office may have a local source of income from the authorized business activities in Bangladesh.
What Is a Liaison Office?
A Liaison Office [also known as a representative office] can undertake only liaison activities, i.e., it can act as a communication channel between the Head Office aboard and parties in Bangladesh. It is not allowed to undertake any business activity in Bangladesh and cannot have any income in Bangladesh.
The liaison office in Bangladesh: Key Information
- In Bangladesh, the Liaison Office and the Representative Office are identical.
- A liaison or representative office of a foreign company is only permitted to carry out a minimal number of tasks, such as establishing interactions and coordinating with local agents, suppliers, and exporters’ agencies through letters, personal agreements, and other online platforms as specified in the approval letter, gather, assemble, analyze, and publicize business data relating to its field of activities.
- There will be no local revenue for a liaison or representative office in Bangladesh. The parent company outside will be responsible for covering all startup and ongoing expenses, including the wages of the liaison or representative office’s local and expatriate staff members.
🔁 Branch Office vs. Liaison Office
| Feature | Branch Office | Liaison Office (Representative Office) |
|---|---|---|
| Business Activities | Allowed (with BIDA approval) | Not allowed |
| Revenue Generation | Permitted (with BIDA consent) | Not permitted |
| Fund Source | Remittance + Local revenue (if approved) | Fully funded by remittance from abroad |
| Income Tax Liability | Yes | No |
| Can Hire Foreigners | Yes (requires USD 100,000 remittance if hiring expats) | Yes (with work permits) |
| Import/Export Eligibility | Yes (with BIDA approval) | No |
| Initial Fund Requirement | USD 50,000 (USD 100,000 if hiring foreigners) | USD 50,000 (remitted only from abroad) |
| Duration of Approval | 3 years (renewable) | 3 years (renewable) |
📋 Step-by-Step Branch Office Registration Process
🧾 Step 1: Prepare the Required Documents
You’ll need to submit the following to BIDA:
Documents from Parent Company:
- Memorandum and Articles of Association.
- Certificate of Incorporation.
- List of directors with nationalities.
- Last 3 years’ audited financial reports.
- Board resolution to open a branch office.
- Office organogram (staff structure).
- Description of business activities.
Other:
- Application form signed by an authorized person.
- Forwarding letter to BIDA.
- All documents must be certified by the Bangladesh Mission and, if necessary, translated into English.
🔍 New Guideline:
The parent company must demonstrate profits for the last three years and have fixed assets of at least USD 100,000. If not, a related group company must provide a guarantee.
🖥️ Step 2: Submit to BIDA
- Upload all documents to BIDA’s online portal.
- Submit physical copies after online upload.
- BIDA may forward this to the Inter-Ministerial Committee.
- Approval is usually granted within 1 month.
- Initial approval validity: 3 years, renewable later.
💳 Step 3: Open a Bank Account
- Open a bank account in any Bangladeshi bank.
- Remit USD 50,000 within 2 months of BIDA approval.
- If hiring foreign employees, remit USD 100,000.
🏦 Step 4: Notify Bangladesh Bank
- Submit a report via your local bank to Bangladesh Bank within 30 days of BIDA approval.
🏛️ Step 5: Register with RJSC
- After obtaining approvals from BIDA and the Bangladesh Bank, register with the Registrar of Joint Stock Companies and Firms (RJSC).
Documents Required:
- BIDA and Bangladesh Bank approval letters.
- Notarized charter documents.
- Director list.
- Office address.
- Power of attorney for local representative.
🧾 Step 6: Obtain Trade License
Apply to the relevant City Corporation:
Required:
- Rental agreement.
- Company TIN.
- Photocopies of MOA, AOA, and director’s passport.
- Business nature and organogram.
⏱️ Time: 3–4 business days
💵 Fee: Approx. USD 100
🧮 Step 7: VAT & Tax Registration
- Obtain a Business Identification Number (BIN) from the National Board of Revenue (NBR).
- Necessary for paying VAT and corporate income taxes.
🛂 Step 8: Hire Foreign Employees (If Needed)
- Must obtain work permits from BIDA.
- Visa recommendations and security clearances are required from the Ministry of Home Affairs.
- Maintain a ratio of 1 foreigner per 5 local employees.
⚖️ Legal & Financial Considerations
💰 Capital Requirement
- No “paid-up capital” is required.
- Must remit USD 50,000 within 2 months (startup cost).
- USD 100,000 if hiring expatriates.
📤 Outward Remittance & Profit Repatriation
- Allowed only with BIDA approval.
- Subject to 30% tax on profits.
- Must comply with Bangladesh Bank regulations.
📦 Import & Export
- Usually, it is not allowed.
- This can be done with prior BIDA approval and import/export registration.
🏢 Local Expenses
- Inward foreign remittances must cover all local expenses.
📆 Registration Timeline & Costs
StepDurationCost (Approx.)
BIDA Approval 3–4 weeks USD 400
Trade License 3–4 business days USD 100
VAT & Tax Registration 2–3 days Free
RJSC Registration 1–2 weeks Varies by service
📌 Important Notes
- There is noThere is no need for the parent company to visit Bangladesh physically—the entire process can be conducted remotely.
- Liaison and Branch Offices must operate strictly within the scope of BIDA’s approval letter.
- Approvals are valid for 3 years and are renewable.
🧭 Final Thoughts
Setting up a Branch Office in Bangladesh is a viable way for foreign companies to operate locally while maintaining complete control from the parent organization. By complying with BIDA, RJSC, and NBR regulations and maintaining transparent financial records, your business can operate smoothly and grow in the Bangladeshi market.
If you need help navigating the registration process or legal compliance, consulting a local corporate lawyer or business consultancy is strongly recommended.
Summary: Branch Office Registration Checklist
✔️ Application to BIDA
✔️ Parent company documents (MOA, AOA, financials, resolution)
✔️ Organogram & activity plan
✔️ Bank account setup
✔️ USD 50,000+ inward remittance
✔️ Bangladesh Bank reporting
✔️ RJSC registration
✔️ Trade License
✔️ BIN/VAT registration
✔️ Work permits for expatriates