Representative Office in Bangladesh

A representative office in Bangladesh suits a foreign company that wants a visible local presence without yet trading here. Typical users are manufacturers whose buyers or distributors are in Bangladesh, sourcing houses following up garment and leather orders, and technology or equipment suppliers that need someone on the ground to support customers and partners.

This page is for decision-makers weighing a representative office specifically. It explains what the office is allowed to do, how permission and banking work, the tax and VAT obligations that still apply even with zero revenue, and the mistakes that cause trouble at renewal. If you are comparing structures, see our liaison office, branch office and subsidiary pages as well.

What a representative office in Bangladesh can and cannot do

In Bangladeshi practice the terms representative office and liaison office are handled under the same permission framework for branch, liaison and representative offices of foreign companies. The common thread is that the office acts as an extension of the parent and must not carry on commercial activity that generates income in Bangladesh. The permission letter itself lists the approved activities, and that letter, not general marketing language, is what the authorities will hold you to.

• Permitted in general: promoting the parent's products or services, liaising with buyers, distributors and government bodies, quality follow-up, after-sales coordination and market research.
• Not permitted: issuing sales invoices, receiving payment from local customers, signing contracts in its own name for profit, or acting as a commission agent.
• Expenses: paid only from foreign currency remitted by the parent and converted through an authorised dealer (AD) bank.
• Staffing: local employees can be hired freely; foreign staff need work permits and are subject to BIDA's conditions on foreign manpower.

Representative office vs branch office vs subsidiary

The right vehicle depends on whether you intend to earn money in Bangladesh. If you plan to execute contracts or invoice local clients, a representative office is the wrong tool: you will need a branch office or a locally incorporated subsidiary. A branch is still the same legal person as the parent and can earn income, which is taxed in Bangladesh. A subsidiary is a separate Bangladeshi company registered with RJSC, which gives limited liability and is usually the better long-term vehicle for trading or manufacturing.

Many foreign groups start with a representative office for one or two years, test the market and then convert to a subsidiary. Planning that path early avoids having to close one entity and re-hire staff under another.

Documents usually required

Foreign corporate documents must be properly attested. Bangladesh is not a party to the Apostille Convention, so documents executed abroad are generally notarised and then legalised by the Bangladesh embassy or high commission in that country.

• Certificate of incorporation and memorandum and articles (or equivalent constitution) of the parent.
• Board resolution of the parent approving the office, naming the country manager and stating the proposed activities.
• Latest audited financial statements of the parent.
• Passport and appointment letter of the person in charge.
• Proposed office address with rental agreement, organogram and budget for the permission period.
• Application form and fees as specified by the permitting authority at the time of filing.

Tax and VAT obligations of a representative office

No revenue does not mean no compliance. The office needs an e-TIN, must file an annual income tax return with NBR and deducts tax at source (TDS) from salaries, rent and service payments where the Income Tax Act 2023 requires it, submitting withholding tax returns on schedule. It must also comply with VAT deduction at source (VDS) where it pays for services or rent subject to it, and keep supporting Mushak 6.6 certificates. Accounts should be maintained under applicable reporting standards and audited annually so that remittance and expense records match.

Renewal applications typically ask for proof that inward remittances covered all expenses, audited accounts and tax compliance documents. Gaps here are the most common reason renewals stall.

Common mistakes to avoid

• Letting staff quote prices, collect orders or receive payment locally, which can be treated as unauthorised business and create a taxable presence.
• Paying office costs from local sources or personal accounts instead of documented inward remittances.
• Hiring foreign staff before their work permits are issued.
• Ignoring withholding tax and VDS because the office has no income.
• Applying for renewal late, after the permission has already expired.

How the process works

1. Scope the activitiesWe confirm that your intended activities fit a representative office rather than a branch or subsidiary and draft the activity statement for the application.
2. Prepare and legalise documentsWe give you a checklist and board resolution templates, then review the notarised and legalised documents before submission.
3. Apply for permissionWe file the application through the permitting authority's online system, respond to queries and track the file until the permission letter is issued.
4. Open the bank accountWe coordinate with an AD bank to open the office account and bring in the first inward remittance with an encashment certificate.
5. Register for tax and local permitsWe obtain the e-TIN, trade license for the office premises where required, and set up withholding and VDS processes.
6. Run ongoing complianceWe handle bookkeeping, audit coordination, tax returns, work permit support and the renewal application before expiry.

Typical timeline: Permission typically takes several weeks from a complete application, and the whole setup including bank account and tax registration often takes two to three months, depending on documents and the authority's processing.

How Tax & VAT Associates helps

• Structure advice: representative office, liaison office, branch or subsidiary
• Complete application file with legalised document checklist
• AD bank coordination for the account and inward remittances
• e-TIN, withholding tax and VDS setup with monthly compliance
• Annual accounts, audit liaison and income tax return
• Renewal and, when the time comes, conversion or closure

Frequently asked questions

Related services

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.