TRW & Co · Foreign investment
Branch and Liaison Office Registration in Bangladesh After the Invest Bangladesh Reforms
The branch office registration Bangladesh requires is a permission from the Invest Bangladesh Authority, which succeeded BIDA in 2026, followed by tight deadlines: a US$50,000 inward remittance within two months, a Bangladesh Bank notice and an RJSC filing within 30 days, then tax registrations. This guide explains the vehicle choice, each step, ongoing conditions and closure.
Key pointThe remittance, the Bangladesh Bank 18B notice and the RJSC filing all run from the date of the approval letter, so the bank and RJSC paperwork should be ready before approval arrives.
At a glance
Approving authority
The Invest Bangladesh Authority, successor to BIDA under the Invest Bangladesh Act 2026, approves offices outside the zones; BEPZA handles offices inside the export processing zones.
Initial term
The Invest Bangladesh FAQ states that approval is granted initially for three years, after which the office must apply for an extension before the permission expires.
Inward remittance
Foreign exchange equivalent to at least US$50,000 must be brought in through the office's bank within two months of the approval date, according to the official FAQ.
Bangladesh Bank and RJSC
The bank notifies Bangladesh Bank under section 18B of the 1947 Act, and the office applies to RJSC under section 379, each within 30 days of approval.
Closure
Closure needs permission, a public notice in advance, audited accounts, tax clearance, cancelled work permits and the parent's undertaking to bear any future taxes and dues.
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The branch office registration Bangladesh requires of a foreign company is a permission, not an incorporation. Since August 2026 the Invest Bangladesh Authority, which succeeded BIDA, approves branch, liaison and representative offices through its online one-stop service, and the approval then triggers a fixed sequence of filings with the office's bank, Bangladesh Bank, RJSC and the NBR. This guide explains each stage for offices in Chattogram and Dhaka.
The short answer
A foreign company that wants a presence in Bangladesh without setting up a subsidiary can apply to open a branch office, a liaison office or a representative office. The approving authority outside the export processing zones is now the Invest Bangladesh Authority. Its official FAQ describes the route: approval through the online one-stop service (OSS), with documents uploaded and later submitted physically, and an initial approval period of three years.
Approval is only the start. The FAQ lists four follow-up steps with short windows: bring in foreign exchange equivalent to at least US$50,000 within two months of approval; have the office's bank notify Bangladesh Bank under section 18B of the Foreign Exchange Regulation Act 1947 within 30 days; apply to the Registrar of Joint Stock Companies and Firms (RJSC) within 30 days for a certificate of filing under section 379 of the Companies Act 1994; and obtain a TIN, a trade licence and VAT registration. Most problems with branch office registration Bangladesh investors face come from missing one of those windows rather than from the approval itself.
Who approves a branch or liaison office after the 2026 reforms
The Invest Bangladesh Act 2026 merged BIDA, the Bangladesh Economic Zones Authority and the Public Private Partnership Authority into a single Invest Bangladesh Authority under the Prime Minister's Office. According to BSS, the authority began operating in August 2026 after a gazette notification, and the merger was not meant to disrupt existing investor services. Bangladesh Bank's Foreign Exchange Policy Department, in FEPD circular no. 40 of 30 September 2026, now refers to the Invest Bangladesh Authority in place of BIDA.
For a foreign company, three consequences follow:
- New applications for branch, liaison, representative and project offices go to Invest Bangladesh through OSS. The FAQ lists "approval of branch/liaison/representative/project offices" among the authority's services.
- Existing BIDA permissions issued before August 2026 remain the documents of record, but extensions, address changes and closures are now handled by Invest Bangladesh. Banks may ask for confirmation of how an older BIDA reference fits the new structure.
- Export processing zones are different. BEPZA was not part of the merger, so a unit inside the Chattogram EPZ or the Karnaphuli EPZ follows the BEPZA route rather than the Invest Bangladesh one.
Our guide to the Invest Bangladesh registration process explains the wider registration system, and our foreign investment practice covers structuring before you apply.
Branch, liaison office or subsidiary: choosing the vehicle
Choosing the vehicle is the most important decision in branch office registration Bangladesh investors make, because it fixes what the office may do, how it is taxed and how it closes. A liaison or representative office is a promotional and coordinating presence. A branch office may carry on the commercial activities stated in its approval. A subsidiary is a separate Bangladeshi company with its own legal personality.
| Point | Liaison or representative office | Branch office | Subsidiary company |
|---|---|---|---|
| Legal status | Extension of the foreign parent | Extension of the foreign parent | Separate Bangladeshi company incorporated with RJSC |
| Activities | Liaison, promotion and coordination only; no revenue-earning business | Only the activities named in the approval letter | Any lawful business within its objects, subject to sector rules |
| Approval | Invest Bangladesh through OSS (BEPZA inside EPZs) | Invest Bangladesh through OSS (BEPZA inside EPZs) | RJSC incorporation; Invest Bangladesh registration if incentives or services are needed |
| Term | Fixed initial period, then extension | Fixed initial period, then extension | Perpetual until wound up |
| Funding | Inward remittance from the parent to meet costs | Inward remittance plus local earnings | Share capital and loans |
| Liability | Parent liable for the office's obligations | Parent liable for the branch's obligations | Limited to the company, subject to guarantees |
| Exit | Closure permission, tax clearance, repatriation of residual funds | Closure permission, tax clearance, repatriation of residual funds | Voluntary or court winding up under the Companies Act |
Two practical tests usually settle the choice. If the office will sign contracts and invoice customers in Bangladesh, a liaison office is the wrong vehicle. If the business needs local shareholders, government incentives tied to a company, or long-term land and plant, a subsidiary is normally better. Our company registration guide sets out the subsidiary route.
The branch office registration Bangladesh process, step by step
The sequence below follows the Invest Bangladesh FAQ and the former BIDA commercial offices service page, which still sets out the document list. Confirm the current checklist on OSS before filing, because forms are being re-badged after the merger.
- Prepare the parent's documents. The checklist calls for a board resolution approving the office, the parent's latest audited accounts, its memorandum and articles and certificate of incorporation, the names and nationalities of directors, a description of the parent's business and of the activities planned in Bangladesh, a proposed organogram showing expatriate and local posts, and a letter authorising the signatory. Foreign documents must be attested by the Bangladesh mission in the home country or as the checklist allows.
- Apply through OSS. Create the OSS account, upload the documents and pay the fee. The former BIDA page listed an opening fee and a processing time of sixteen working days, subject to an inter-ministerial committee; check the current schedule on OSS.
- Receive the approval letter. Read the conditions closely. They define the permitted activities, the term, the number of expatriate posts and the reporting expected.
- Rent premises and open a bank account. The FAQ requires the office to rent space and open an account with an authorised dealer bank.
- Bring in the initial remittance. Foreign exchange equivalent to at least US$50,000 must arrive within two months of approval, through the banking channel, and the bank's encashment certificate is the proof.
- Notify Bangladesh Bank. Within 30 days of the approval, the office's bank reports the office to Bangladesh Bank under section 18B of the Foreign Exchange Regulation Act 1947.
- File with RJSC. Within 30 days of the approval, apply to RJSC for a certificate of filing under section 379 of the Companies Act 1994, which applies to foreign companies establishing a place of business in Bangladesh.
- Complete tax and local registrations. Obtain a TIN, a trade licence from the Chattogram City Corporation or the relevant local authority, VAT registration (e-BIN) with the NBR and, for a branch that imports or exports, import and export registration certificates.
Steps five, six and seven all run from the date of the approval letter, not from the date you open the office. Diarise all three on the day the approval arrives, and agree the 18B filing with the bank in advance so that it does not wait for the remittance.
Operating conditions, reporting and tax
Staying within the approval
The approval letter defines what the office may do, and it is the document every bank, tax officer and inspector will compare against the office's activity once branch office registration Bangladesh rules have been completed. A liaison office that starts quoting prices, signing purchase orders or collecting payments is operating outside its permission, and the consequences surface at extension, in a tax audit or when the bank reviews inward remittances. A branch that wants to add a new line of business, move address or change its name must ask for an amendment; the former BIDA page listed separate applications for each.
Expatriate staff
Expatriates working in the office need visas and work permits. The employer applies through OSS within 15 days of the expatriate's arrival, according to the FAQ, and the number of foreign posts should match the organogram approved with the office. Our work permit guide covers the steps.
Tax
A branch is taxed in Bangladesh on the income it earns from its approved activities, under the Income Tax Act 2023, and must withhold tax on salaries and on payments to suppliers. A liaison office should have no business income, but it still withholds tax on salaries and vendor payments and must manage VAT on its purchases. The FAQ confirms that branches of foreign companies can remit post-tax profits to the head office through an authorised dealer bank. Our tax practice advises on the branch's returns and any treaty position.
Ongoing filings
The Companies Act's foreign company provisions continue after the certificate of filing: changes to the parent's charter, directors or local address must be notified to RJSC, and accounts must be filed. Bangladesh Bank reporting continues through the office's bank for every remittance in and out.
Extension, changes and closure
The branch office registration Bangladesh grants is time-limited. The initial approval runs for a fixed period, which the FAQ gives as three years. The former BIDA page asked for extension applications at least two months before the existing permission expires, supported by the last permission letter, the latest audit report and tax clearance, an encashment certificate for funds received, a manpower statement and a board resolution. An office that applies late may find its bank unwilling to process remittances while the permission is out of date.
Closure is a regulated exit, not a matter of simply leaving. The former BIDA checklist required a newspaper notice at least three months before closure, a parent board resolution, audited accounts, a tax clearance, a bank statement, a certificate that dues are settled, a no-objection letter from the landlord, proof that expatriate work permits have been cancelled and a declaration that the parent will bear any future taxes and dues. Residual funds are repatriated through the bank under Bangladesh Bank rules once the closure is approved.
Illustrative scenario: a freight forwarder opens in Agrabad
Illustrative only; the parties are hypothetical. A Singapore-based logistics group wants a team in Chattogram to coordinate with shipping lines and the port, and later to invoice local customers for forwarding services. It first considers a liaison office because it is quicker to describe. On review, the plan to invoice local customers means a liaison office would be outside its permission within months.
The group therefore applies for a branch office, completing the branch office registration Bangladesh requires and describing its forwarding and agency activities precisely and showing two expatriate posts in the organogram. When the approval arrives, its Chattogram bank files the section 18B notice in the third week, the US$50,000 remittance lands in week six, and the RJSC filing goes in within the 30-day window. The branch then obtains its trade licence, TIN and VAT registration before issuing its first invoice. Because the parent also wants to bid for a long-term terminal services contract that requires a local company, it plans a subsidiary as a second phase.
Risks and common mistakes
Picking a liaison office for a business that will earn money
A liaison office is cheaper to justify, so it is often chosen by default. But if the office will negotiate and sign contracts, raise invoices or receive payments locally, it is operating outside its permission. The problem tends to surface at extension, when the audit report and bank statements show local receipts, or when a tax officer asks why income was not declared. Converting later means a fresh branch or company application and an explanation of the past. Decide on the vehicle by describing honestly what the office will do in its first two years.
Missing the post-approval windows
The two-month remittance window and the two 30-day windows for the Bangladesh Bank notice and the RJSC filing all start on the approval date. Parents often wait for a lease, a bank account or a country manager before acting, and discover that the windows have closed. Late filings can usually be regularised, but they cost time, may attract penalties and complicate the first extension. Prepare the bank account documents and the RJSC forms while the approval is pending, so that each step can be filed within days.
Letting the permission lapse
A permission that expires without an extension application leaves the office in an uncertain position: banks may refuse to process inward remittances, work permit renewals stall, and the trade licence renewal may be questioned. The former BIDA page asked for extension applications at least two months before expiry, and the supporting documents include audited accounts and tax clearance, which take time to obtain. Build the extension into the annual compliance calendar from the first year.
Closing without clearing tax and staff liabilities
Parents sometimes treat closure as an administrative formality, dismiss staff and stop paying rent before the regulators have approved the exit. Employees covered by the Labour Act are entitled to their statutory termination benefits, expatriate work permits must be cancelled and the tax position must be cleared before residual funds can be repatriated. A disorderly exit can leave the parent with claims in the Chattogram Labour Courts and money trapped in a local account. Plan closure at least six months ahead.
Cross-border points for the parent company
Because a branch or liaison office has no separate legal personality, the parent stands behind its contracts, employment liabilities and taxes. Parent boards in Singapore, the Gulf, the UK or China should therefore treat the Bangladesh office as part of their own compliance, with the same signatory controls, document retention and audit trail. Much of the branch office registration Bangladesh requires depends on the parent's papers. Documents executed abroad for Bangladeshi use, such as board resolutions and powers of attorney, must be attested as the checklist requires, which can take weeks in some countries.
TRW & Co's offices in Dhaka, Singapore, Dubai and London coordinate the parent-side documents with the filing team in Chattogram. Our corporate practice handles RJSC filings and continuing compliance, and the Chattogram office hub lists our related services.
What to do next
- Describe in writing what the office will do in its first two years, and choose between a liaison office, a branch and a subsidiary on that basis.
- Check whether the office will sit inside an EPZ (BEPZA) or outside (Invest Bangladesh).
- Assemble and attest the parent's documents before opening the OSS application.
- Line up the bank, the remittance and the RJSC forms so that the post-approval windows can be met.
- Calendar the extension date, annual audit, tax returns and work permit renewals from day one.
- Plan closure early if the office is temporary, including staff, lease and tax clearance.
To discuss branch office registration Bangladesh rules for your project, contact our Chattogram office at Room 4022, Annex 2, District and Sessions Judge Court Building, Court Hill (Porir Pahar), Kotwali, Chattogram 4000, by email at info@trw.co or on +880 1779 127165.
Frequently asked questions
01Who approves a branch office in Bangladesh now that BIDA has been replaced?
Outside the export processing zones, the Invest Bangladesh Authority approves branch, liaison, representative and project offices through its online one-stop service. It succeeded BIDA under the Invest Bangladesh Act 2026 and began operating in August 2026, and Bangladesh Bank's FEPD circular no. 40 of 30 September 2026 refers to it in place of BIDA. Offices inside the Chattogram or Karnaphuli EPZs deal with BEPZA, which was not part of the merger. Existing BIDA permissions are extended and amended by Invest Bangladesh.
02What is the difference between a branch office and a liaison office?
A liaison or representative office may only promote the parent, gather information and coordinate; it should not earn income in Bangladesh, sign sales contracts or invoice customers, and it is funded by remittances from the parent. A branch office may carry on the commercial activities named in its approval and earn local income, which is taxed in Bangladesh. Both are part of the foreign parent, which remains liable for their obligations, and both need permission, a minimum inward remittance and RJSC filing.
03How much money must a branch or liaison office bring into Bangladesh?
The Invest Bangladesh FAQ requires foreign exchange equivalent to US$50,000 or more to be brought in within two months of the approval date, through a bank account opened in Bangladesh. The bank's encashment certificate is the evidence, and it is asked for again at extension. The remittance funds the office's operating costs. Bringing it in late, or through an informal channel, causes problems with Bangladesh Bank reporting and with later repatriation of residual funds on closure.
04Does a branch office need to register with RJSC?
Yes. The FAQ requires the office to apply to the Registrar of Joint Stock Companies and Firms within 30 days of receiving permission, for a certificate of filing under section 379 of the Companies Act 1994. This is a filing of the foreign company's documents rather than an incorporation, so the office does not become a Bangladeshi company. Later changes to the parent's charter, directors or local address must be notified to RJSC, and accounts must be filed under the Act's foreign company provisions.
05How long is a branch office permission valid and how is it extended?
The official FAQ states that approval is granted initially for three years. To extend, the office applies before expiry; the former BIDA service page asked for applications at least two months in advance, supported by the previous permission, the latest audit report, tax clearance, an encashment certificate, a manpower statement and a board resolution. Apply early, because audited accounts and tax clearance take time, and banks may hesitate to process remittances for an office whose permission has expired.
06How do you close a branch or liaison office in Bangladesh?
Closure requires the regulator's permission. The former BIDA checklist asked for a newspaper notice at least three months before closure, a parent board resolution, audited accounts, income tax clearance, a bank statement, a certificate that dues are settled, a landlord's no-objection letter, proof that expatriate work permits are cancelled and a declaration that the parent will bear future taxes and dues. Staff must receive their statutory dues, and residual funds are repatriated through the bank once closure is approved.
Sources and official materials
- Invest Bangladesh: Frequently Asked Questions — Approval of branch, liaison and representative offices; remittance, 18B notice, RJSC filing, tax
- BIDA: Branch, liaison and representative office services — Document lists for opening, extension, changes and closure (pre-merger page)
- Foreign Exchange Regulation Act 1947 — Section 18B notice for offices of foreign companies
- BSS: Invest Bangladesh begins operations — Launch of the merged authority in August 2026
- Registrar of Joint Stock Companies and Firms — Certificate of filing for foreign companies
- Bangladesh Bank — Foreign exchange guidelines and FEPD circulars
- National Board of Revenue — TIN, VAT registration and branch taxation
General information only, current as at 2 November 2026. It is not legal advice and does not create an advocate–client relationship. It reflects the law of Bangladesh unless stated otherwise, and the law, court practice and official fees change frequently. Check current official sources and take advice on the facts of your matter.
