Foreign Subsidiary Registration in Bangladesh

Foreign subsidiary registration in Bangladesh is the route most foreign groups choose when they want to trade, manufacture or provide services locally with limited liability. In most sectors Bangladesh allows full foreign ownership, so the parent can hold all of the shares, with a second shareholder (often a group company or a nominee) to meet the minimum shareholder count for a private company.

This page is for foreign companies that have already decided on a subsidiary and want to know exactly what is involved: who signs what, how capital moves, which registrations follow incorporation and what to watch for in the first year. For the broader comparison of structures, see our entry option and FDI legal procedural guide pages.

Structure of a foreign subsidiary in Bangladesh

A private limited company needs at least two shareholders and at least two directors under the Companies Act 1994. Foreign individuals can be directors and there is no general requirement for a Bangladeshi director, although a locally resident officer makes banking and day-to-day compliance much easier. The articles of association should reflect the group's governance model, such as reserved matters for the parent and authority limits for local management.

• Shareholders: foreign parent plus one more shareholder (individual or corporate).
• Directors: minimum two; foreign nationals permitted.
• Registered office: a physical address in Bangladesh is required.
• Capital: authorised and paid-up capital chosen by the investor, keeping in mind that BIDA and banks may expect a minimum paid-up amount for services such as work permits.

Documents for foreign subsidiary registration

Documents from the parent must be notarised in the home country and legalised by the Bangladesh embassy or high commission, as Bangladesh does not accept apostilles. Translations are needed for documents not in English.

• Parent's certificate of incorporation, constitution and list of directors, legalised.
• Board resolution of the parent approving the subsidiary, share subscription and nominee representative.
• Passports and addresses of individual subscribers and directors.
• Name clearance certificate from RJSC.
• Memorandum and articles of association of the new company.
• Proof of registered office address in Bangladesh.

Bringing in share capital the right way

Capital for a foreign-owned company must arrive as an inward remittance through an authorised dealer bank, which issues an encashment certificate. In practice the subscribers' share money is often remitted to a temporary account opened in the name of the proposed company, and the encashment certificate is used at RJSC as evidence of paid-up capital. This record matters for life: dividend remittance, sale of shares and eventual repatriation of capital all rely on proof that the original investment came in through formal channels under the Foreign Exchange Regulation Act 1947.

Do not fund the capital through a local director's account or cash deposit. Capital that cannot be traced to an inward remittance may later be refused repatriation.

Registrations after incorporation

• e-TIN for the company from NBR and enrolment with the relevant Taxes Circle.
• BIN (VAT registration) on the NBR VAT online system using Mushak 2.1, or turnover tax enlistment if eligible.
• Trade license from the city corporation or local authority for the business premises.
• BIDA registration through the One Stop Service portal, needed for work permits, visa recommendation and several remittance services.
• Import Registration Certificate (IRC) and/or Export Registration Certificate (ERC) from CCI&E if you will import or export.
• Sector licences, fire licence and environmental clearance where the activity requires them.

Common mistakes foreign parents make

• Choosing a name that RJSC rejects because it closely matches an existing company or uses restricted words.
• Appointing directors who cannot sign or travel when the bank needs them for account opening.
• Setting paid-up capital too low to support work permits or bank credit.
• Starting intercompany charges without transfer pricing documentation.
• Forgetting the first-year RJSC obligations, such as the AGM and annual return.

How the process works

1. Plan the structureWe agree the shareholding, directors, capital and objects with you and check any sector restrictions.
2. Name clearanceWe apply for name clearance on the RJSC online system and reserve the approved name.
3. Documents and legalisationWe draft the MOA, AOA and board resolutions and guide you through notarisation and legalisation abroad.
4. Capital remittanceWe coordinate with the AD bank for the inward remittance of share money and the encashment certificate.
5. IncorporationWe file the incorporation documents with RJSC and obtain the certificate of incorporation and certified copies.
6. Post-incorporation registrationsWe obtain the e-TIN, BIN, trade license, BIDA registration and IRC/ERC as needed.

Typical timeline: Incorporation itself is often completed within a few weeks of a complete file, while the overall process including legalisation, capital remittance and post-incorporation registrations commonly takes two to three months, depending on documents and the authority's processing.

How Tax & VAT Associates helps

• Structuring advice for 100% foreign-owned and majority-owned subsidiaries
• RJSC name clearance and incorporation filing
• Bank coordination for capital remittance and encashment certificates
• e-TIN, BIN, trade license, BIDA registration and IRC/ERC
• Registered address and nominee shareholder arrangements
• First-year RJSC, tax and VAT compliance calendar

Frequently asked questions

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Last reviewed: 6 October 2026. Bangladesh tax and regulatory rules change with each Finance Act, SRO and authority circular. This page is general guidance; confirm current requirements for your case before filing.