Foreign Company Registration Process in Bangladesh

Foreign Company Registration in Bangladesh follows the provisions of the Companies Act, of 1994 and the Investment Board Act, of 2016. The entire process of registering a foreign company in Bangladesh usually takes around 4-5 weeks, provided all the necessary documents and permits are in order.

The following are the steps involved in registering a foreign company in Bangladesh:

Reserve the Company Name

The first step is to reserve the name of the company with the Registrar of Joint Stock Companies and Firms (RJSC). The name should not be similar to any other registered company in Bangladesh and should comply with the naming guidelines.

Obtain Necessary Permits and Licenses

The foreign company needs to obtain necessary permits and licenses from the relevant government authorities, such as the Bangladesh Investment Development Authority (BIDA), the Board of Investment (BOI), and the Bangladesh Bank.

Prepare the Memorandum and Articles of Association

The memorandum and articles of association of the company need to be prepared in accordance with the Companies Act, of 1994.

Register the Company

After obtaining the necessary permits and licenses and preparing the memorandum and articles of association, the company can be registered with the RJSC. The registration process involves submitting the necessary documents, such as the memorandum and articles of association, board resolution, and power of attorney.

Open a Bank Account

The company needs to open a bank account in Bangladesh and obtain a Tax Identification Number (TIN) from the National Board of Revenue.

Obtain Work Permits

If the foreign company intends to employ foreign nationals in Bangladesh, it needs to obtain work permits from the Department of Immigration and Passports.

Register for VAT

The company needs to register for Value Added Tax (VAT) with the National Board of Revenue if its annual turnover exceeds a certain threshold.

Required Documents to Register Foreign Company 

The following are the required documents for registering a foreign company in Bangladesh:

• Incorporation Documents
• Board Resolution
• Power of Attorney
• Bank Statement
• Passport and Visa
• Proof of Address
• Tax Registration Certificate
• Work Permits

Licensebd will help you to register your company. 

Legal Basis of the Registration, the Companies Act- 1994 

The legal basis for the registration of foreign companies in Bangladesh is provided by the Companies Act, of 1994. According to the Act, a foreign company can establish a place of business in Bangladesh by registering itself with the Registrar of Joint Stock Companies and Firms (RJSC) under Section 374 of the Act.

The Companies Act, of 1994 defines a foreign company as any company incorporated outside Bangladesh that has a place of business in Bangladesh, whether by itself or through an agent, physically or through electronic means, and conducts business or non-business activities.

• Section 374 of the Act states that a foreign company can establish a place of business in Bangladesh by filing with the RJSC the following documents:

• A certified copy of the memorandum and articles of association or any other instrument constituting or defining the constitution of the company.

• A list of the directors and officers of the company, with their names, addresses, nationalities, and other particulars.

• A declaration that the company is a foreign company and the name of the country in which it is incorporated.

• The name and address of a person resident in Bangladesh who is authorized to accept on behalf of the company any notices, summons, or other legal processes served upon the company.

• A certified copy of the resolution of the company's board of directors authorizing the establishment of a place of business in Bangladesh.

FAQ Regarding Foreign Company Registration

What is a foreign company in Bangladesh?

A foreign company is any company incorporated outside Bangladesh that has a place of business in Bangladesh, whether by itself or through an agent, physically or through electronic means, and conducts business or non-business activities.

What is the registration process for a foreign company in Bangladesh?

The registration process for a foreign company in Bangladesh involves submitting the required documents, such as a certified copy of the memorandum and articles of association, a list of directors and officers, a declaration of the company's foreign status, and a certified copy of the resolution of the company's board of directors authorizing the establishment of a place of business in Bangladesh, to the Registrar of Joint Stock Companies and Firms (RJSC).

What are the requirements for maintaining books of accounts and preparing financial statements for foreign companies in Bangladesh?

Foreign companies operating in Bangladesh are required to maintain proper books of accounts and prepare financial statements in accordance with the Companies Act, of 1994, and the Income Tax Ordinance, of 1984. The financial statements must be audited by a licensed auditor and filed with the RJSC and the National Board of Revenue (NBR).

Is it mandatory for foreign companies to register with the RJSC to conduct business in Bangladesh?

Yes, it is mandatory for foreign companies to register with the RJSC to conduct business in Bangladesh. Operating a business in Bangladesh without proper registration is a punishable offense under the Companies Act, of 1994.

Can a foreign company repatriate its profits earned in Bangladesh?

Yes, a foreign company can repatriate its profits earned in Bangladesh subject to the provisions of the Foreign Exchange Regulation Act, of 1947 and the Income Tax Ordinance, of 1984.