Bangladesh Company Registration and Legal Guide: From RJSC to BIDA
Bangladesh Company Registration Overview
In Bangladesh, foreign investors can establish 100% foreign-owned companies in most industries. The incorporation process proceeds in two main stages: registration with the RJSC (Registrar of Joint Stock Companies and Firms) and investment registration with BIDA (Bangladesh Investment Development Authority). Companies entering EPZs or SEZs can take advantage of simplified procedures through BEPZA or BEZA.
Korean companies entering Bangladesh generally choose from three structures: a Subsidiary (local corporation), a Branch Office, or a Liaison Office. Permitted business activities, tax treatment, and profit remittance rules differ by structure, so the appropriate form must be selected based on the company's business objectives.
20–45 Days
Incorporation Period
RJSC + BIDA
$3,000–8,000
Setup Cost
Incl. legal fees
No Minimum
Min. Capital
Recommended by sector
Most Sectors
100% Foreign
Some restrictions
~3,500
Foreign Companies
2024 BIDA registration
~250
Korean Companies
Subsidiaries + branches
Partial
RJSC Online
Digitalization ongoing
168/190
Doing Business
WB 2020 ranking
Subsidiary vs. Branch vs. Liaison Office: A Comparison
A comparison of the legal status, business scope, tax treatment, and profit remittance rules for each of the three entry structures. Manufacturing companies typically incorporate as subsidiaries, while trading and service businesses often start with a branch or liaison office.
Subsidiary
Legal StatusIndependent legal entity
Business ScopeNo restrictions
Corporate Tax27.5% (unlisted)
Profit RemittanceFree (after tax)
Branch Office
Legal StatusExtension of parent company
Business ScopeWithin approved scope
Corporate Tax27.5% + surcharge
Profit RemittanceBangladesh Bank approval
Liaison Office
Legal StatusNon-commercial only
Business ScopeMarket research & liaison only
Corporate TaxTax-exempt
Profit RemittanceN/A
Detailed Comparison by Entity Type
Detailed Entity Type Comparison
Item
Subsidiary
Branch Office
Liaison Office
Legal Basis
Companies Act 1994
Companies Act 1994
BIDA Approval
Registration Authority
RJSC
RJSC
BIDA
Directors Required
Min. 2
Local agent (1)
Representative (1)
Min. Capital
None
None
$30,000–50,000/yr
Revenue Activities
Permitted
Permitted (approved scope)
Not permitted
Contract Execution
Permitted
Permitted
Not permitted
Bank Account
BDT + Foreign currency
BDT + Foreign currency
Foreign currency only (expenses)
Audit Requirement
Annual (mandatory)
Annual (mandatory)
Annual report
Incorporation Period
20–30 days
30–45 days
15–30 days
Setup Cost
$5,000–8,000
$4,000–7,000
$3,000–5,000
8-Step Company Registration Process
The following 8-step process applies to establishing a Private Limited Company (subsidiary). Assistance from a local law firm is essential throughout all stages.
8-Step Company Registration Process
1. Name Clearance
Reserve company name with RJSC
→↓
2. Articles of Association
Prepare MoA & AoA
→↓
3. RJSC Registration
Obtain Certificate of Incorporation
→↓
4. TIN Registration
Obtain e-TIN number
→↓
5. BIDA Registration
Submit investment registration
→↓
6. Bank Account
Open corporate bank account
→↓
7. VAT Registration
Obtain BIN number
→↓
8. Business Licenses
Obtain sector-specific permits
01
Stages 1–2 — Name Clearance and Articles of Association (5–10 Days)
Apply for Name Clearance at RJSC by submitting 3 English company name candidates; approval is typically issued within 2–3 days. Once approved, prepare the Memorandum of Association (MoA — covering business purpose and capital) and the Articles of Association (AoA — company bylaws). A board resolution and Power of Attorney (PoA) from the Korean parent company are also required.
02
Stages 3–4 — RJSC Registration and TIN (7–15 Days)
Submit the MoA, AoA, director list, and registration fee (proportional to capital) to RJSC. Once the Certificate of Incorporation is issued, the company is legally established. Next, register for an e-TIN (Electronic Taxpayer Identification Number) with the NBR. The TIN serves as the fundamental identification number for all tax and financial transactions.
03
Stages 5–6 — BIDA Registration and Bank Account (5–10 Days)
Apply for investment registration through the BIDA online system (www.bida.gov.bd). BIDA registration is mandatory to access foreign currency remittances, expatriate work permits, and customs duty exemptions. Using the Certificate of Incorporation and BIDA registration certificate, open BDT and foreign currency accounts at a bank (e.g., Woori Bank Dhaka Branch).
04
Stages 7–8 — VAT Registration and Business Licenses (3–10 Days)
Register for a BIN (Business Identification Number) with the NBR to fulfill VAT filing obligations. Registration is mandatory for annual turnover above BDT 30 million. Additional licenses may be required by sector: BSTI certification (manufacturing), environmental clearance (DoE), trade license (City Corporation), fire safety clearance, and others.
Company registration in Bangladesh may appear complex, but with a local law firm engaged, the process can be completed within 20–45 days. The key is to select the right entry structure — subsidiary, branch, or liaison office — based on your business objectives, and to secure BIDA investment registration to access benefits such as foreign currency remittances and work permits. Establish sound tax and accounting systems from the outset to ensure long-term operational stability.
company registrationbusiness incorporationRJSCBIDAforeign investment