Guiding international enterprises through market entry, regulatory approvals, and corporate structuring to establish a secure and compliant commercial footprint.

Bangladesh has emerged as one of South Asia’s fastest-growing investment destinations, offering a large consumer market, competitive labor costs, strategic geographic location, and investor-friendly policies. Foreign investors are permitted to establish wholly foreign-owned companies, joint ventures, subsidiaries, branch offices, liaison offices, and representative offices in most sectors of the economy, subject to applicable laws and sector-specific regulations.

At The Legal Era, we assist foreign investors, multinational corporations, startups, and overseas entrepreneurs in establishing and operating businesses in Bangladesh with comprehensive legal and regulatory support.

Unlocking Opportunity: Why Global Brands Choose 🇧🇩 Bangladesh

Bangladesh offers significant opportunities for foreign investors across manufacturing, technology, infrastructure, energy, pharmaceuticals, textiles, fintech, logistics, and consumer sectors. The country provides:

✔️Competitive operational and labor costs

✔️Strategic access to South Asian and ASEAN markets

✔️Growing middle-class consumer base

✔️ Investment incentives and tax benefits in selected sectors

✔️100% foreign ownership in many industries

✔️Repatriation facilities for capital, profits, and dividends subject to regulatory compliance

✔️Expanding infrastructure and special economic zones

The Government of Bangladesh actively encourages both domestic and foreign investment through policy reforms and investment facilitation initiatives.

Entity Architecture: Selecting the Optimal Corporate Structure

Foreign investors may establish businesses in Bangladesh through various legal structures, including:

Private Limited Company

The most common business structure in Bangladesh. It provides limited liability protection and operational flexibility for both local and foreign shareholders.

Public Limited Company

Suitable for large-scale investments and businesses intending to raise capital from the public or seek stock exchange listing.

Branch Office

Foreign companies may establish branch offices in Bangladesh for conducting approved commercial activities, subject to approval from the Bangladesh Investment Development Authority (BIDA).

Liaison/Representative Office

These offices are generally restricted to non-commercial and promotional activities such as market research, coordination, and communication with local stakeholders.

Joint Venture

Foreign investors may collaborate with local partners for strategic, regulatory, or commercial advantages.

Role of RJSC in Company Incorporation

The Registrar of Joint Stock Companies and Firms (RJSC) is the principal corporate regulatory authority responsible for company registration and corporate record management in Bangladesh under the Companies Act, 1994.

RJSC performs several essential functions, including:

✅Company incorporation and registration

✅Issuance of name clearance certificates

✅Registration of Memorandum and Articles of Association

✅Maintenance of statutory corporate records

✅Registration of share transfers, new share allocation and amendments

✅Filing and preservation of annual returns and corporate documents

✅Registration of partnerships, societies, and trade organizations.

Any company intending to operate in Bangladesh must generally be incorporated with RJSC before commencing operations. The incorporation process usually involves:

1. Obtaining name clearance from RJSC

2. Drafting Memorandum and Articles of Association

3. Opening a temporary bank account for foreign capital remittance

4. Filing incorporation documents with RJSC

5. Obtaining Certificate of Incorporation

Investment Protection & Acceleration: The BIDA Framework

The Bangladesh Investment Development Authority (BIDA) is the apex investment promotion agency of Bangladesh operating under the Prime Minister’s Office. BIDA is responsible for promoting, facilitating, and regulating private investment in Bangladesh. BIDA plays a central role in assisting foreign investors before, during, and after investment establishment.

Major Functions of BIDA

✔️Investment promotion and facilitation

✔️Registration and approval of industrial projects

✔️Approval of branch, liaison, and representative offices

✔️Visa recommendations and work permits for foreign nationals

✔️Approval of foreign borrowing and supplier credit

✔️Approval of royalty, technical know-how, and technical assistance agreements

✔️Facilitation of utility connections and regulatory approvals

✔️Policy advocacy and investment support services

✔️Aftercare services for existing investors

BIDA also operates a One Stop Service (OSS) platform intended to simplify and streamline regulatory approvals for investors.

Roadmap to Inception: A Step-by-Step Incorporation Guide

The business establishment process in Bangladesh may vary depending on the nature of the investment and industry sector. However, a standard incorporation and operational setup generally includes:

Step 1: Preliminary Structuring & Legal Consultation

➡️ Selection of suitable business structure

➡️ Shareholding and investment planning

➡️ Regulatory assessment

➡️ Due diligence and compliance review

Step 2: Name Clearance from RJSC

Application is submitted to RJSC to reserve and approve the proposed company name.

Step 3: Drafting Constitutional Documents

Memorandum of Association (MOA)

Articles of Association (AOA)

Shareholding structure and governance documents

Various Forms

Step 4: Foreign Capital Remittance

Foreign investors remit initial capital through authorized banking channels and obtain encashment documentation where applicable.

Step 5: Company Incorporation with RJSC

Submission of incorporation documents to RJSC for issuance of:

Certificate of Incorporation

Certified constitutional documents

Step 6: BIDA Registration & Approvals

Depending on the nature of the investment, applications may be made to BIDA for:

✔️Industrial registration

✔️Branch office approval

✔️Work permits

✔️Foreign loan approvals

✔️Technical service agreements

Step 7: Post-Incorporation Compliance

Obtaining:

✔️Trade License

✔️Tax Identification Number (TIN)

✔️ VAT Registration

✔️Import Registration Certificate (IRC)

✔️Export Registration Certificate (ERC)

✔️Environmental clearances (if applicable)

✔️Sector-specific licenses and permits

Step 8: Operational & Employment Compliance

✔️Employment agreements

✔️ Regulatory filings

✔️Foreign employee permissions

✔️Corporate governance compliance

Comprehensive Legal Advisory & Market Entry Services

The Legal Era provides comprehensive legal and regulatory assistance to local and foreign investors, covering foreign direct investment structuring, company incorporation, joint ventures, factory setup support, branch and liaison office establishment, BIDA approvals, immigration and work permit matters, commercial licensing, corporate governance, mergers and acquisitions, regulatory compliance, and ongoing corporate legal advisory services. 

We work closely with entrepreneurs, multinational corporations, overseas investors, and international businesses to ensure smooth market entry and legally compliant operations in Bangladesh.