REGISTERING A BRANCH OFFICE

Are you expanding your business in Bangladesh? Setting up a branch office is a strategic move but requires navigating several regulatory steps. This guide provides a comprehensive overview of the procedures, legal requirements, necessary documentation, and major advantages of establishing a branch office in Bangladesh.

Legal Framework

The following authorities mainly govern the formation of a branch office in Bangladesh:

1. Bangladesh Investment Development Authority (BIDA)

2. Registrar of Joint Stock Companies and Firms (RJSC)

3. Bangladesh Bank (BB)

These authorities ensure that foreign companies operate within the country’s legal and regulatory framework.

Essential Documents /Requirements:

To register a branch office, the following documents must be submitted:

1. Board Resolution authorizing the branch setup in Bangladesh
2. Certified financials of the parent company
3. EPC or subcontract agreements (if applicable)
4. Project document specifying employee compensation
5. Proposed organogram of the branch
6. Business profile of the parent company
7. List of Directors (names and nationalities)
8. MoA & AoA and Certificate of Incorporation
9. Power of Attorney for a local representative
10. All documents attested by the appropriate foreign or local authorities.

Note: Non-English documents must be translated and notarized.

Regulatory Bodies Involved

You may need to coordinate with several institutions during the process.

1. BIDA (Bangladesh Investment Development Authority)
2. RJSC (Registrar of Joint Stock Companies and Firms)
3. National Board of Revenue (NBR)
4. Bangladesh High Commission in Corresponding Country
5. Corresponding Country’s High Commission in Bangladesh
6. Federation of Chambers of Commerce (Corresponding Country)
7. Scheduled Bank(s) in Bangladesh
8. Dhaka City Corporation (North/South)

Step-by-Step Process to Open a Branch Office:

1. Get BIDA Approval

Submit all required documents to BIDA, including the following:

1. Certificate of Incorporation
2. Board resolution
3. MoA & AoA
4. Business plan and financials. 

Once reviewed, the BIDA issues formal permission.

2. Register with the RJSC

With BIDA approval in hand, register your branch office with the RJSC. Provide:

1. BIDA approval letter
2. Parent company incorporation documents
3. MoA & AoA
4. Power of Attorney

The RJSC will issue a certificate of registration upon acceptance.

3. Open a Bank Account

Set up a local bank account using the following:

1. RJSC certificate
2. BIDA approval
3. Supporting corporate documents

This account supports your operational and capital expenses.

4. Obtain Industry-Specific Licenses

Depending on the sector, additional licenses may be required (e.g., for construction, consulting, or engineering). Ensure that you identify the appropriate regulatory authorities and submit your applications as needed.

5. Recruit Local Staff

Hire Bangladeshi staff by local labor laws, including:

1. Proper employment contracts
2. Wage compliance
3. Employee rights and benefits

A blend of local and foreign expertise is often ideal for this purpose.

6. Secure Office Space

Your branch must have a physical address. Choose a location that aligns with your business goals, such as economic zones or recognized commercial hubs.

7. Ensure Tax Compliance

Branch offices must file the following:

1. Corporate tax returns
2. VAT filings
3. Annual statements

Work with a local tax consultant to remain compliant with NBR regulations.

8. Maintain Documentation & Reporting

Keep your legal and financial records updated. Submit any required reports to the BIDA and RJSC as per regulatory guidelines.

Eligibility Criteria for Foreign Branch Offices:

To qualify for a branch office setup in Bangladesh, your company must meet the following requirements:

1. Be a legally registered entity in its home country
2. Receive board approval for international expansion
3. Obtain necessary permits from BIDA and RJSC
4. Appoint a local representative
5. Comply with all local tax, labor, and regulatory requirements
6. Operate within the permitted business sectors.

Permitted Activities:

Branch offices in Bangladesh typically engage in the following activities:

1. Trading and procurement
2. Engineering and consultancy
3. Tender participation
4. Technical services
5. Representation and communication for the parent company.

Why Open a Branch Office in Bangladesh?

1. Access to a Growing Market: Tap into one of South Asia’s most dynamic economies.
2. Cost-Effective Operations: Benefit from affordable labor and infrastructure.
3. Regional Expansion Gateway: Strategically located for regional trade and logistics.
4. Government Support: Access investor-friendly policies and tax incentives.
5. Local Partnerships: Build long-term relationships with Bangladeshi firms.

Summary Checklist:

1. Board Resolution of Parent Company
2. Project documents and EPC agreements
3. Certified financial statements
4. Company incorporation documents
5. Power of Attorney for local representative
6. BIDA approval
7. RJSC registration
8. Tax registration
9. Operational bank account
10. Office space and local staff.

Need Assistance?

Align IP helps international companies set up compliant branch offices in Bangladesh, from documentation to final registration.

[Contact Us] or [Schedule a Free Consultation] to get started.