Company Setup

A liaison (representative) office is suitable for foreign companies that wish to set up an administrative office to explore business opportunities in Bangladesh or coordinate activities on behalf of its parent company. A liaison (representative) office does not have any legal status and thus, cannot be engaged in any commercial or revenue yielding activities, or enter into any contracts or transactions.

Characteristics of a representative/Liaison office In Bangladesh
  • The liaison (representative) office must confine its activities only to market-related research, building trade contacts, handling product inquiries, coordinating, and participating in trade shows and exhibitions.
  • It must not be engaged in any trading activities, including signing any business contracts, issuing invoices and receipts, opening or receiving letters of credit, or providing any service for a fee.
  • The Memorandum and Articles of Association (M&AA) of the parent company/foreign company are the applicable to its management and infrastructure.
  • The regularity or licensing authority of the liaison (representative) office is Bangladesh Investment Development Authority (BIDA).
  • A liaison office must bring $50,000 to Bangladesh as initial setup and operating cost for 6 (six) months.
  • The Bangladesh liaison (representative) office must bear the same name as the head office, clearly stating that it is a liaison (representative) office, and the name is subject to the approval of the Registrar of Company of RJSC
Steps and Procedure to Setup a Liaison Office or Representative Office in Bangladesh
  • Apply to BIDA for Liaison office permission.
  • Obtain permission letter for branch office from BIDA.  
  • Apply for Tax Registration.
  • Open an operational bank account in Bangladesh.
  • As statutory requirement an amounting USD 50,000 shall bring to Bangladesh by 2 (two) months.
  • Apply to RJSC for registration.
  • Apply for other registration like trade license or VAT/GST (if required).
Documents Required Registering a Liaison of Representative Office in Bangladesh
  • Certified copy of the passport for all directors of the foreign company;
  • Photograph of all directors of foreign company;
  • Certified copy of incorporation certificate, MOA&AOA, auditors report for last FY, Tax registration details of the foreign company;
  • A board resolution to take the decision to open a liaison office in Bangladesh, authorizing a specific individual to sign necessary registration documents on behalf of the foreign company ;
  • A board resolution to select the bank in Bangladesh to open an operative bank account and the bank signatories;
  • Deceleration of non-commercial activities conducted in Bangladesh under the liaison office;
  • Bangladesh liaison office organization chart;
Pros and Cons of Liaison Office in Bangladesh
Pros Cons
  • You can get temporary and express entry for certain period with the option of extension.
  • Easy and simple exit from Bangladesh market.
  • Can employ foreign employee with work permit.
  • As a representative/Liaison office, it is able to retain its brand identity, which is favourable if the brand is already highly recognised here.
  • In terms of complexity, representative office has less compliance.
  • No corporate tax is applicable as it does not generate any revenue.
  • Does not require any share capital or equity
  • Can participate in a limited business activity.
  • Cannot allow generating any local revenue.
  • A minimum of $50,000 must bring to Bangladesh by 2 (two) months of registration.