Business entities in Bangladesh

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

 LLCPLCBranch officeRep office
How long to set the company up?5 weeks7 weeks7 weeks6 weeks
How long to open company bank account?4 weeks5 weeks4 weeks4 weeks
Legal liability?LimitedLimitedUnlimitedUnlimited
Wholly foreign owned?YesYesYesYes
Minimum share capital?US$1US$1US$50,000US$50,000
File annual tax return?YesYesYesNo
Tax registration certificate required?YesYesYesNo
Recommended corporate bank account?Standard CharteredHSBCCommercial BankHabib Bank
Does our Client need to travel?NoNoNoNo
Resident director required?NoNoNoNo
Resident shareholder required?NoNoNoNo
Minimum directors allowed?2311
Minimum shareholders?2711
Tax identification code (TIN) needed?YesYesYesNo
Bangladesh resident company secretary required?NoNoNoNo
Corporate shareholders allowed?YesYesYesYes
Corporate director(s) allowed?YesYesYesYes
Bangladesh corporate tax rate?35%35%35%0%
Annual financial statements required?YesYesYesNo
Statutory audit required?YesYesYesNo
Regulated by?Registrar of Joint Stock Companies and FirmsRegistrar of Joint Stock Companies and FirmsRegistrar of Joint Stock Companies and FirmsRegistrar of Joint Stock Companies and Firms
Allowed to issue sales invoices?YesYesYesNo
Allowed to sign contracts?YesYesYesNo
Allowed to import and export goods?YesYesYesNo
Can rent an office space in Bangladesh?YesYesYesYes
Can buy Bangladesh property?YesYesYesNo
Can own equity in other Bangladesh companies?YesYesYesNo
Total Bangladesh business setup costs in Yr. 1US$12,710US$16,620US$15,950US$15,970
Subsequent annual costs (incl. accounting and tax fee)US$3,500US$3,400US$3,400US$3,400
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