Bangladesh has become one of the most attractive FDI destinations in South Asia, offering 100% foreign ownership in most sectors, generous tax holidays, and full repatriation of profits and dividends. Whether you’re a multinational corporation or a solo foreign entrepreneur, registering a company is straightforward if you follow the correct sequence.
Here’s the complete, updated process as of 2025.
Types of Companies Foreigners Can Register
Foreign investors can choose from the following structures under the Companies Act 1994 (amended 2020 & 2023):
- Private Limited Company (most popular) Minimum 2 and maximum 50 shareholders; restricted transfer of shares; easiest and fastest to register.
- Public Limited Company Suitable for large-scale operations or future listing on the Dhaka Stock Exchange.
- Wholly Owned Subsidiary (100% foreign shareholding) Allowed in almost all sectors except four reserved sectors (arms, nuclear energy, forest extraction, and security printing).
- Branch Office For trading or liaison activities; no local shareholders required but scope of activities is limited.
- Representative/Liaison Office For market research and coordination only; cannot generate revenue locally.
- Joint Venture Company With local or foreign partners (optional).
100% foreign ownership is permitted in sectors such as IT, textiles, pharmaceuticals, renewable energy, infrastructure, and most manufacturing industries.
Name Clearance Process
- Create an account and apply for Name Clearance
- Propose 2–3 unique names (avoid generic words like “Bangladesh,” “Group,” or bank-related terms without approval)
- Pay BDT 600 via mobile financial services or bank
- Clearance usually issued within 1–2 working days
Required Documents for Foreign Investors
For each foreign shareholder and director:
- Scanned color passport (valid for at least 6 months)
- Recent passport-size photograph (white background)
- Board resolution authorizing investment and appointing a local representative (if needed)
- Memorandum and Articles of Association (MoA & AoA) of the parent company (if applicable)
- Certificate of Incorporation of the parent company (attested by Bangladesh Embassy or Apostille)
- Proof of address (utility bill or bank statement)
All foreign documents must be notarized and, if not in English, translated and attested.
Step-by-Step Company Registration at RJSC
- Name Clearance → (1–2 days)
- Open an interim bank account in a scheduled bank (e.g., Standard Chartered, HSBC, City Bank) and obtain Encashment Certificate after remitting capital
- Draft MoA & AoA (hire a local lawyer or corporate firm)
- Pay stamp duty online
- Submit registration application on RJSC portal with:
- Form XII (particulars of directors)
- Form 117 (appointment of managing agent/CEO)
- Encashment Certificate (Form C from Bangladesh Bank)
- All attested foreign documents
- Pay RJSC fees (BDT 15,000–45,000 depending on authorized capital)
- Receive Digital Certificate of Incorporation, usually within 2–7 days
- Get certified copies of MoA, AoA, and Form XII
Total timeline: 2–4 weeks if all documents are ready.
Minimum Capital Requirements
- No statutory minimum for most private limited companies
- For visa purposes, BIDA recommends at least US$50,000 incoming FDI
- For work permit (E-1 visa), inward remittance of US$50,000 per foreign employee is required
- Capital can be in cash or kind (machinery, IP, technical know-how)
Opening a Bank Account for Foreign Shareholders
Foreigners can open:
- Non-Resident Taka Account (NRTA) – for company operations
- Foreign Currency (FC) Account – to receive and repatriate funds
Best banks for foreigners: HSBC, Standard Chartered, Citibank N.A., City Bank, BRAC Bank.
Required: Passport + Incorporation Certificate + Board Resolution.
Obtaining TIN and Trade License
After incorporation:
- Apply for e-TIN online at (12-digit TIN issued instantly)
- Trade License from local City Corporation / Union Parishad (BDT 5,000–40,000 depending on location and business type)
- VAT Registration (if turnover exceeds BDT 30 million or for certain sectors)
- Import Registration Certificate (IRC) and Export Registration Certificate (ERC) if needed
- BIDA Registration (mandatory for foreign-owned companies within 60 days of incorporation)
Visa and Work Permit Process
- Investment Visa (E-1)
- Requires proof of US$50,000 inward remittance
- Validity: 1–3 years, multiple entry
- Apply through BIDA recommendation → Department of Immigration
- Work Permit
- Issued by BIDA
- Maximum 4 foreign employees initially (ratio 5 local : 1 foreign)
- Validity up to 3 years, renewable
- PI (Private Investor) Visa For shareholders who do not work in the company
Compliance and Annual Filing Requirements
Every year, foreign-owned companies must submit:
Requirement | Deadline | Where to File |
Annual General Meeting (AGM) | Within 9 months of FY end | Internal |
Annual Return (Schedule X) | Within 30 days of AGM | RJSC online |
Audited Financial Statements | With Annual Return | RJSC |
Half-yearly Return (Form 23B) | June 30 & Dec 31 | RJSC (for public/listed only) |
Tax Return | November 15 or July 15 (extended) | NBR online |
BIDA Quarterly Report | Within 15 days of quarter end | BIDA portal |
Failure to file incurs fines up to BDT 500,000 and risk of striking off.
Tax Obligations for Foreign-Owned Companies
- Corporate Tax Rate:
- Generally 27.5% (2024–2025)
- Reduced rates: 10–22.5% for textiles, pharmaceuticals, IT, etc.
- Tax holidays up to 10 years in SEZs and hi-tech parks
- VAT: 15% standard (many exports zero-rated)
- Dividend repatriation tax: 20% (can be reduced via Double Taxation Agreements)
- Bangladesh has DTAs with 41 countries including UK, Singapore, UAE, India, China, Korea, Japan, etc.
Final Tip: Engage a reputable local law firm or corporate service provider (fees usually BDT 150,000–400,000) to handle the entire process smoothly.
With full foreign ownership, profit repatriation, and investor-friendly policies, Bangladesh offers one of the easiest company registration regimes in Asia. Start your journey today!