Business entities in Bangladesh

Since 2003, Healy Consultants has advised our Clients on the optimum corporate structure for Bangladesh business setup. There are several ways of doing business in Bangladesh, the most common being the setup of a limited liability company (LLC). Entrepreneurs may alternatively opt to establish a public limited liability company (PLC). Foreign legal entities are also allowed to set up branch offices or representative offices in Bangladesh.

The Bangladesh limited liability company (LLC)

    business setup requirements in Bangladesh

  • The Bangladesh LLC is the most preferred legal entity used by entrepreneurs setting up businesses in Bangladesh. A LLC requires at least 2 shareholders and 2 directors, who can either be individuals or legal entities. The directors and shareholders can be of any nationality and do not need to be resident in Bangladesh. A US$1 minimum paid-up share capital is also required to complete the incorporation process;
  • The LLC must submit annual audited accounts to the Bangladesh Income Tax Authority.

The Bangladesh public limited company (PLC)

The Bangladesh PLC requires a minimum of 7 shareholders who can either be individuals or corporates. A PLC must also appoint at least 3 directors who can be of any nationality and do not need to be residents in Bangladesh. This entity can be publicly traded on the Bangladeshi securities market, the Dhaka Stock Exchange. A PLC must undergo annual accounts auditing process.

The Bangladesh branch

The Bangladesh Companies Act allows foreign entities looking to do business in Bangladesh to set up branch offices in Bangladesh. This entity must register with the Bangladesh Board of Investment (BOI) and comply with its regulations. A branch office is required to submit quarterly accounts statements of remittances from its parent company to the BOI and the Bangladesh Income Tax Authority. This entity must also appoint a statutory auditor.

The Bangladesh representative office

A Bangladesh representative office is not considered a legal entity and is not allowed to carry out any commercial activities in Bangladesh. This entity must register with i) the BOI ii) the Bangladesh Bank and iii) the Registrar of Joint Stock Companies and Firms. A rep office may only carry out market research and promote products and services of the parent company within Bangladesh.

Comparison table between Bangladesh business entities

  LLC PLC Branch office Rep office
How long to set the company up? 5 weeks 7 weeks 7 weeks 6 weeks
How long to open company bank account? 4 weeks 5 weeks 4 weeks 4 weeks
Legal liability? Limited Limited Unlimited Unlimited
Wholly foreign owned? Yes Yes Yes Yes
Minimum share capital? US$1 US$1 US$50,000 US$50,000
File annual tax return? Yes Yes Yes No
Tax registration certificate required? Yes Yes Yes No
Recommended corporate bank account? Standard Chartered HSBC Commercial Bank Habib Bank
Does our Client need to travel? No No No No
Resident director required? No No No No
Resident shareholder required? No No No No
Minimum directors allowed? 2 3 1 1
Minimum shareholders? 2 7 1 1
Tax identification code (TIN) needed? Yes Yes Yes No
Bangladesh resident company secretary required? No No No No
Corporate shareholders allowed? Yes Yes Yes Yes
Corporate director(s) allowed? Yes Yes Yes Yes
Bangladesh corporate tax rate? 35% 35% 35% 0%
Annual financial statements required? Yes Yes Yes No
Statutory audit required? Yes Yes Yes No
Regulated by? Registrar of Joint Stock Companies and Firms Registrar of Joint Stock Companies and Firms Registrar of Joint Stock Companies and Firms Registrar of Joint Stock Companies and Firms
Allowed to issue sales invoices? Yes Yes Yes No
Allowed to sign contracts? Yes Yes Yes No
Allowed to import and export goods? Yes Yes Yes No
Can rent an office space in Bangladesh? Yes Yes Yes Yes
Can buy Bangladesh property? Yes Yes Yes No
Can own equity in other Bangladesh companies? Yes Yes Yes No
Total Bangladesh business setup costs in Yr. 1 US$13,710 US$16,620 US$15,950 US$18,380
Subsequent annual costs (incl. accounting and tax fee) US$3,500 US$3,400 US$3,500 US$3,500
Sample engagement invoice

Frequently asked questions

Contact us

For additional information on our business setup services in Bangladesh, please email us at email@healyconsultants.com. Alternatively please contact our in-house country expert, Ms. Zhang Yi, directly:
client relationship officer - Zhang Yi
BCoC BGov BPos BMoC BCB BRev