How To Register A Liasion Office In Bangladesh

A liaison 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 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 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

  • No restriction in business activity, like any other local company a FDI local company can do any business.
  • Shareholders are not liable for the company's debts beyond the amount of capital they have put into the company.
  • It is easy to transfer ownership through the selling of shares or issuing of new shares to new investors.
  • It has perpetual succession, which means there is no needto wind up the company in the event of deaths, or changes in shareholders or directors.
  • It is easier to obtain funding from investors or loans from financial institutions.
  • It has higher credibility and status in the minds of customers and partners.
  • There are tighter rules and regulations compared to Liaison office or Liaison office.
  • Equity investment is not allowed to remit back to source until dissolution of the company.
  • Dissolution process is long procedural, bit costly and time consuming.

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