How do I setup an LLC in Bangladesh?

Healy Consultants will assist our Clients with Bangladesh business setup by i) getting name approval from RJSC ii) opening a corporate bank account to deposit the paid up capital required iii) preparing all incorporation documents and iv) obtaining a TIN certificate and Trade License.

How many shareholders and directors do I need for Bangladesh company setup?

At least 2 shareholders and 2 directors are required to setup a company in Bangladesh.

What is the minimum share capital required for Bangladesh LLC setup?

There is no minimum share capital requirements for LLC. However, branch offices and representative offices must remit US$50,000 into their Bangladesh corporate bank account within 2 months of getting approval from the BOI.

Business entities in Bangladesh in 2023

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)

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	View invoice PDF	View invoice PDF	View invoice PDF	View invoice PDF