How to Form a 100% Foreign-Owned Company in Bangladesh 2026: BIDA Registration & Tax Guide

Foreign companies and entrepreneurs can enter the Bangladesh market through three primary corporate structures:

• 100% Foreign-Owned Private Limited Company: A separate legal entity incorporated under the Companies Act 1994. Best for long-term commercial operations, manufacturing, tech startups, and trading.
• Branch Office: An extension of a foreign parent company. Permitted to undertake commercial activities approved by BIDA.
• Liaison / Representative Office: Permitted only for market research and customer coordination; prohibited from generating local revenue or invoices.

Consult a qualified Corporate Lawyer in Dhaka to choose the optimal legal entity based on your business strategy.

Bangladesh offers significant legal and fiscal benefits for Foreign Direct Investment (FDI):

• 100% foreign equity ownership permitted in almost all industrial sectors (excluding defence, minting, forest reserve, and nuclear energy).
• Unrestricted repatriation of net profits, dividends, and invested capital under Foreign Exchange Regulation Act 1947.
• Tax holidays (up to 5–10 years) for companies established in Economic Zones (BEZA) or High-Tech Parks (BHTPA).
• Protection of foreign investments under Bilateral Investment Treaties (BITs).

Incorporation begins at the Registrar of Joint Stock Companies and Firms (RJSC):

1. Name Clearance: Submit proposed company name online at roc.gov.bd. Fee: BDT 230 per name. Valid for 180 days.
2. Drafting MOA & AOA: Prepare the Memorandum of Association (MOA) and Articles of Association (AOA) setting out business clauses, authorized capital, and share distribution.

To complete 100% foreign company registration, equity money must originate from abroad:

• Open a temporary bank account in the proposed company name at a commercial bank in Bangladesh (e.g., Standard Chartered, HSBC, City Bank).
• Remit paid-up capital from the foreign investor's overseas bank account to this Bangladesh account via official banking channel.
• The bank issues an official Encashment Certificate (অবকাশিক এনক্যাশমেন্ট সনদ) verifying foreign currency inflow. This is mandatory for RJSC filing.

Once encashment is received, submit incorporation documents online to RJSC:

• MOA & AOA signed by foreign subscribers.
• Encashment Certificate & Bank Statement.
• RJSC statutory forms: Form I (Declaration), Form VI (Notice of Situation), Form IX (Consent of Director), Form XII (Particulars of Directors).
• Pay RJSC registration fees based on Authorized Capital scale.
• Upon review, RJSC issues the digital Certificate of Incorporation.

After incorporation, register the entity with the Bangladesh Investment Development Authority (BIDA) via oss.bida.gov.bd.

BIDA Registration provides:

• Eligibility for B-Visa (Business Visa) and Work Permits for foreign directors and expatriate executives.
• Approval for foreign commercial loan technology transfer fees, and royalties.
• Import registration certificate (IRC) & Export registration certificate (ERC) recommendations.

To commence commercial operations, secure post-incorporation operational approvals:

• E-TIN (Tax Identification Number): Obtained online free of charge from NBR.
• Trade License (ট্রেড লাইসেন্স): Issued by local City Corporation (e.g., DNCC/DSCC).
• BIN / VAT Registration (ভ্যাট নিবন্ধন): Mandatory 9-digit e-VAT number from NBR portal.
• RJSC Annual Return Filing: Submit audited financial statements and Form Schedule X annually to maintain active corporate status.

Under Foreign Exchange Circulars issued by Bangladesh Bank, foreign investors can easily repatriate profits:

• Dividends declared after paying applicable corporate tax can be remitted through an authorized dealer bank without prior Bangladesh Bank approval.
• Required documents: Audited Balance Sheet, Board Resolution declaring dividend, Tax Clearance Certificate, and Auditor Certificate.
• Capital gains upon exit or share sale can also be remitted after valuation assessment by Bangladesh Bank.

Advocate Md. Shah Alam — Supreme Court Advocate in Dhaka — provides end-to-end corporate setup, RJSC filing, BIDA approvals, and foreign investment structuring for international clients.

⚖️ Planning Foreign Direct Investment in Bangladesh? Contact Supreme Court Advocate Advocate Md. Shah Alam for complete RJSC incorporation and BIDA approval services. Visit our Corporate Legal Services Page or Contact Us Directly.

Under the Companies Act 1994, a Private Limited Company requires a minimum of 2 directors. Both directors can be foreign nationals; no resident Bangladeshi director is legally required.

Legally, there is no statutory minimum paid-up capital requirement under the Companies Act. However, to obtain BIDA work permits for foreign staff, a minimum paid-up capital of USD 50,000 is generally required.

With proper documentation, RJSC incorporation takes approx 7–14 days. Full post-incorporation setup (BIDA, Trade License, VAT) takes 3 to 4 weeks.

Yes. A Bangladeshi Private Limited Company (even if 100% foreign-owned) is a local corporate entity and has the legal right to acquire and register land in its corporate name.