How to Register a Branch Office in Bangladesh (2025)

A branch office in Bangladesh acts as an extension of its foreign parent company, without creating a separate legal entity. This means the parent company remains fully liable for all debts, liabilities, and obligations arising from the branch's operations. Establishing a branch requires prior approval from the Bangladesh Investment Development Authority (BIDA), followed by registration with the Registrar of Joint Stock Companies and Firms (RJSC) under the Companies Act 1994. A branch may engage in commercial activities, such as invoicing and collecting payments locally, but only within the scope of activities approved by BIDA. Additionally, any outward remittance of profits or funds requires specific clearance and justification to the Inter-Ministerial Committee. While a branch allows for easier setup and winding-up procedures, its activities are tightly regulated by foreign exchange control laws, making it less flexible for businesses aiming to expand or diversify operations in Bangladesh.

Due to these limitations, many foreign investors instead choose to incorporate a local private limited company with foreign shareholding. Unlike a branch, a locally incorporated company enjoys greater operational autonomy, fewer regulatory restrictions on commercial activities, and broader access to incentives, tenders, joint ventures, and banking facilities. This structure allows for profit retention and reinvestment in Bangladesh, and provides a stronger platform for long-term growth, especially in sectors like technology, services, manufacturing, and trading. For foreign companies looking to scale operations or establish a significant local presence, forming a Bangladeshi company offers a more flexible and commercially advantageous route.

Registration Process

The steps in registering a branch office is similar to those of opening a Liaison Office, starting with obtaining approval from the Bangladesh Investment Development Authority (BIDA), followed by opening a Bank Account and $50,000 investment, and then registration with the RJSC. For smooth setup and compliance,our lawyers at Kazi Law Chamber can expert support.

Step 1: Obtain BIDA Approval

The first and most critical step is obtaining approval from BIDA. The parent company must submit a detailed application via the BIDA web portal, accompanied by government fees for processing.

Documents Required for BIDA Approval:

• Incorporation Certificate of the foreign company

• Memorandum and Articles of Association (translated and attested)

• Audited financial statements of the foreign company (last two years)

• Board resolution for setting up the Branch office

• Details of shareholders and directors

• Declaration of activities for the parent company and proposed Branch office

• Authorization letter for the consultant handling the process

• Application Form and Government Fees: The original copy of the payment order must then be submitted to BIDA to obtain permission for establishing a Branch office in Bangladesh.

It is important to note that the required documents must be certified by either the Bangladesh Embassy or High Commission in the country of origin, or by the leading Chamber of Commerce of the originating country. After thoroughly reviewing all documents, BIDA officials will forward the application and related records to the Inter-Ministerial Committee. The committee may examine the documents and request additional information or a physical presentation, if necessary. Once satisfied, they will grant approval for the Branch office in Bangladesh. The Inter-Ministerial Committee typically meets twice a month, and the approval process usually takes about a month or less.

The letter of approval /permission from BIDA serves as the essential legal document required to obtain recognition as an authorized Branch office. It is valid for a period of 03 (three) years, and a renewal application must be submitted at least 02(two) months before the current license expires.

Step 3: Open a Bank Account

The Branch office must open a local bank account within two months of receiving BIDA approval. A minimum remittance of $50,000 from the parent company is required to cover initial operational costs. If this deadline is missed, the parent company must remit an additional 5% penalty on top of the original remittance.

Step 4: Obtain Bangladesh Bank’s (Central Bank) Approval

In 2015, the Bangladesh parliament amended the Foreign Exchange Regulations Act of 1947, leading to the withdrawal of Bangladesh Bank's 18B Approval criteria. Under this amendment, a Branch Office, Liaison Office, or Representative Office must report to Bangladesh Bank within 30 days of receiving permission from the Bangladesh Investment Development Authority (BIDA).

Additionally, since the amendment, the government or Bangladesh Bank has the authority to request that any individual residing in Bangladesh repatriate their foreign exchange holdings, foreign securities, immovable property, or any industrial, commercial undertakings, or companies that they own, operate, or manage abroad.

Step 5: Registering with the RJSC

Once approvals from both Bangladesh Bank and BIDA are obtained, the Branch office must be registered with the Registrar of Joint Stock Companies and Firms (RJSC). To complete this process, several documents are required, including the BIDA Letter of Approval, Bangladesh Bank's approval letter, and a certified copy of the company’s memorandum and articles of association or statutory documents. Additionally, the company must provide the complete address of its registered or principal office, a list of its directors and secretary (if applicable), and the name(s) and address(es) of individuals residing in Bangladesh authorized to accept legal documents on the company's behalf. The full address of the company's primary place of business in Bangladesh must also be submitted.

Post-registration:

• Bangladesh Bank’s Approval: While the need for 18B approval by the Bangladesh Bank has been eliminated, the branch office must report to the Bangladesh Central Bank within 30 days of receiving BIDA’s approval.

• Trade License: To conduct business legally, apply for a trade license from the local city corporation. This process typically takes 3-4 days and costs around USD 300. The following documents are needed:

a)    Copy of Memorandum and Articles of Association

b)    Photo of the Managing Director/ Chairman

c)    TIN (Taxpayer Identification Number)

d)    Rental agreement of the office space

e)    Business nature and description

• Tax Identification Number (TIN): Once BIDA approval is obtained, the next step is to secure a Tax Identification Number (TIN) from the National Board of Revenue (NBR).
  
  

• VAT Registration: Following the remittance of funds, the office must register for a 13-digit VAT Identification Number (BIN).
  
  

After setting up the bank account and registering for VAT, the Branch office may require additional licenses or permits, depending on the nature of its operations. These include export-import licenses from local authorities, fire safety certificates, environmental clearances, etc. if applicable.

Profit Repatriation

Branch offices can repatriate profits to the parent company at the end of the fiscal year, but this requires Bangladesh Bank’s approval. Taxes must be cleared before repatriation, and a request for profit remittance must be submitted to the Bangladesh Bank through the branch’s bank. 

Hiring Foreign Employees

Foreign employees can be hired in Bangladesh with a limit of 5% for commercial offices and a 1:5 ratio for industrial firms. A work permit and a 3-month Private Investors Visa (extendable) are required. 

Validity and Renewal

Branch office approvals are usually valid for three years and must be renewed two months before expiry. Renewal requires resubmission of key documents to BIDA for approval.

Establishing a branch office or a liaison office or a private limited company with foreign shareholding in Bangladesh can be an effective way for foreign companies to maintain direct operational control while exploring the local market. However, navigating the regulatory framework, including BIDA approvals, foreign exchange compliance, and RJSC registration, requires careful planning and legal expertise. As one of the leading corporate law firms in Dhaka, Kazi Law Chamber offers expert legal support for setting up branch offices, liaison offices, and fully foreign-owned companies in Bangladesh. With in-depth experience in BIDA approvals, RJSC registrations, and foreign exchange regulations, our lawyers at Kazi Law Chamber ensure that international clients meet all legal and regulatory requirements for smooth market entry. Recognised for our practical, responsive, and business-friendly approach, our law firm remains a trusted legal partner for multinational companies, investors, and startups looking to establish a strong legal foundation in Bangladesh.