International Business Setup

Simplifying Your Business Journey

Your Trusted Partner for Seamless Business Setup

At Frontiers Consulting (BD) Ltd. (FCBL), we are specialized in assisting foreign companies and entrepreneurs with the process of establishing a business in Bangladesh. Whether you're looking to expand into the Bangladeshi market, set up a branch office, or enter into a joint venture, we provide comprehensive advisory and support to ensure your business setup is compliant with local regulations and aligned with international best practices.

Steps for International Business Setup in Bangladesh

01

Understand the Business Structure Options

Bangladesh offers various types of business structures for foreign investors to establish their presence. The most common options are:

    • Wholly Owned Subsidiary (Private Limited Company): A foreign entity can set up a wholly-owned subsidiary in Bangladesh, which operates as a separate legal entity from the parent company.
    • Branch Office: A foreign company may establish a branch office to carry out business operations, such as marketing and providing services, in Bangladesh. A branch office cannot conduct manufacturing or production activities.
    • Liaison Office / Representative Office: A liaison office represents the parent company and conducts non-commercial activities like market research, promoting the parent company’s products or services, and networking with local businesses.
    • Joint Venture: A foreign entity can enter into a partnership with a local business. This option helps foreign companies to leverage local expertise and share risks and rewards with a Bangladeshi partner.
    • Public Limited Company: Larger foreign businesses looking to raise capital by issuing shares can establish a public limited company.

Our team at FCBL will help you choose the most suitable structure based on your business objectives, market entry strategy, and regulatory requirements.

02

Registration and Incorporation Process

After selecting a business structure, the next step is registering the business with the relevant government authorities. For foreign businesses, the process involves:

  • Registrar of Joint Stock Companies and Firms (RJSC): This is the official body responsible for business registration in Bangladesh. For setting up a company, you need to submit a set of documents, including the Memorandum of Association (MOA), Articles of Association (AOA), and the details of directors and shareholders.
  • Tax Registration: The company must obtain a Taxpayer Identification Number (TIN) from the National Board of Revenue (NBR). This number is essential for tax filings and is required for VAT registration if your business engages in taxable transactions.
  • Foreign Investment Approval: If the company is to be fully foreign-owned, approval from the Bangladesh Investment Development Authority (BIDA) may be required under the Foreign Investment Act.
03

Obtaining Necessary Licenses and Approvals

Depending on the nature of the business and industry, certain licenses and permits may be required. This could include:

  • Trade License: Issued by local city corporations or municipal authorities.
  • Import/Export License: Required for businesses dealing with the import and export of goods.
  • VAT Registration: If your business will be providing goods and services, you must register for VAT if the turnover exceeds the threshold prescribed by NBR.
  • Special Industry-Specific Licenses: For businesses in regulated sectors like telecommunications, pharmaceuticals, food, and beverages, special licenses may be required from respective regulatory bodies.
04

Opening a Corporate Bank Account

Every business in Bangladesh must open a corporate bank account. This account will be used for all transactions related to the business, such as capital investment, operational expenses, salary payments, and vendor payments.

  • Foreign investors may need to present additional documentation such as the Foreign Direct Investment (FDI) approval and other relevant licenses while opening the corporate account.
  • It is advisable to work with banks that have experience handling foreign transactions and can assist in handling the foreign exchange requirements for repatriation of profits, dividends, and capital.
05

Understanding Bangladesh’s Foreign Exchange and Repatriation Laws

Foreign investors are required to adhere to the Foreign Exchange Regulations under the oversight of Bangladesh Bank. These regulations govern how foreign currency is handled, including the repatriation of profits, dividends, and capital.

  • Repatriation of Profits: Profits generated by a foreign-owned entity in Bangladesh can be repatriated abroad, subject to approval by Bangladesh Bank and applicable taxes.
  • Investment Capital: Foreign companies can bring in capital or loans, but these must be in accordance with Bangladesh’s Foreign Direct Investment (FDI) regulations.
06

Setting Up Business Operations

Once the legal and regulatory requirements are addressed, businesses can begin setting up operations. This includes:

  • Office Setup: Securing office space, whether it’s a physical office, branch, or liaison office.
  • Hiring Local Staff: Foreign businesses need to comply with Bangladesh’s labor laws when hiring employees. Local employees are subject to the country’s labor rights regulations, which cover wages, benefits, working hours, and workplace conditions.
  • Compliance with Health and Safety Standards: If your business involves manufacturing or industrial activities, you must adhere to Bangladesh’s environmental and health and safety regulations.
07

Tax Compliance and Filing in Bangladesh

A foreign business in Bangladesh must comply with the local tax laws, including income tax, VAT, and withholding taxes.

  • Corporate Tax: Companies are subject to corporate tax at rates set by the National Board of Revenue (NBR).
  • VAT: If your business provides taxable goods or services, VAT registration is mandatory.
  • Withholding Taxes: Payments made by the business, such as salaries, dividends, and interest, may be subject to withholding tax.

At FCBL, we help ensure that your business complies with all tax regulations and submit tax returns on time.

08

Ongoing Compliance

Once the business is set up, maintaining compliance is crucial for long-term success. Ongoing compliance includes:

  • Annual Filing of Tax Returns: Companies must file income tax returns by the Tax Day.
  • Annual Audits: Businesses are required to conduct an audit of their financial statements by a certified auditor in Bangladesh in accordance with Bangladesh Accounting Standards (BAS) and International Financial Reporting Standards (IFRS).
  • Statutory Returns: Businesses are also required to submit regular statutory returns like VAT, withholding taxes, and other applicable reports.

Why Choose FCBL for International Business Setup in Bangladesh?

Expert Guidance
  • Our team of professionals has in-depth knowledge of both local regulations and international business practices, ensuring a smooth setup process.
Comprehensive Services
  • From company registration to tax compliance, legal documentation, and operational setup, we provide end-to-end support for your international business in Bangladesh.
Customized Solutions
  • We understand the unique needs of foreign investors and tailor our services to your specific requirements, ensuring optimal solutions for your business.
Risk Mitigation
  • We help identify potential risks and challenges during the setup process and offer practical strategies to minimize those risks.
Efficient Process
  • Our experience allows us to streamline the process of setting up your business, minimizing delays and ensuring timely completion of all necessary procedures.
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Your Gateway to Successful Business Ventures in Bangladesh

Setting up an international business in Bangladesh offers significant opportunities due to its growing economy and strategic location in South Asia. However, navigating the legal, tax, and regulatory landscape can be complex. Frontiers Consulting (BD) Ltd. (FCBL) provides expert support throughout the setup process to ensure compliance with Bangladeshi laws while facilitating smooth business operations.

For more information or to schedule a consultation, contact us today!