How to register a branch office in Bangladesh is a popular query from foreign clients. This article will explain the step-by-step process for setting up a branch office in Bangladesh.  In addition, people want to know the required cost and documents for setting up a branch office in Bangladesh. However, this article has articulated a complete guideline on how to register a branch office in Bangladesh.

 

A. How to register a Branch Office in Bangladesh

Registering a branch office in Bangladesh requires several steps and legal procedures. Here is a general overview of the process:

 

Step one: Submitting Documents to BIDA

The first step for establishing a branch office in Bangladesh is to get approval from BIDA. To get approval for BIDA, the following required documents need to be submitted to BIDA. 

 

a) Documents

As per the guideline of BIDA, the following papers/documents are required for application for the opening of the branch office. (4 copies of all documents).

1. Application in the prescribed form signed by the authorized person for establishment of branch office

2. Memorandum and Articles of Association and Certificate of Incorporation of the principal/ parent company. (Attested by the concerned Bangladesh Embassy)

3. Name and nationality of the directors/promoters of the principal company. (Attested by the concerned Bangladesh Embassy)

4. Audited Accounts of the last financial year of the principal company. (Attested by the concerned Bangladesh Embassy)

 5. Company’s board of directors’ resolution regarding the opening of an office in Bangladesh. (Attested by the concerned Bangladesh Embassy)

6. Proposed organogram of the office showing the posts to be occupied by both expatriates and local personnel.

7. Furthermore, Details of activities to be performed through the proposed branch/liaison/representative office in Bangladesh.

8. Finally, Any other documents BIDA, may ask for after primary reviewing

In addition, you must translate any documents that are not stated in English before submission.

b) Inspection

Upon receiving the documents, they will be thoroughly inspected by the Inter-Ministerial committee of BIDA. Thereafter, if the committee is satisfied they will give the approval or may seek further documents. Therefore, it is essential to prepare the documents meticulously.

c) Time

The average time needed for submission and getting approval is one month. However, BIDA may seek the physical representation of the documents as such this may make the process lengthier.

d) Government Cost for approval

 The government cost for getting the approval from BIDA is USD 300 (three hundred dollars)

 

Step two: Opening Bank Account to set up a branch office

 

The next step after receiving approval from BIDA is to open a Bank account in Bangladesh. This is because although no minimum paid-up capital is required for setting up a branch office, a remittance of US$ 50,000 needs to be injected within 2 (two) months from the date of issuance of the BIDA permission letter.

 

a) Documents

The documents required for opening a bank account are:

1. BIDA permission letter
2. Draft Article and Memorandum of Association
3. in addition, the Passport of the bank account signatory (if foreign national) and
4. lastly, NID (if Bangladeshi national)

 

Step three: Bangladesh Bank Approval

 

Lately, Bangladesh Parliament has amended the Foreign Exchange Regulations Act 1947. However, Now the requirement of 18B Approval from Bangladesh Bank has been removed. Furthermore, Pursuant to the amendment, after receiving approval from BIDA, the branch office needs to report to the Central Bank of Bangladesh. Such a report should be made within 30 (thirty) days of the approval.

 

Step four: RJSC Registration for Branch office

Lastly, after obtaining approval from both Bangladesh Bank and BIDA, the last step is to register the branch office with the RJSC.

 

 a) Documents:

• BIDA and Bangladesh Bank approval letter
• Certified copies of the Memorandum of Association and Articles of Association
• Full address of the registered or principal office of the company
• List of the directors and secretary (if any) of the company
• in addition, the name and address of a Bangladeshi who may represent the company in processing and accepting documents and
• The full address of the office of the company in Bangladesh

 

Step five: Trade License from the Local City Corporation

In order to get a trade license an application need to be made to the concerned city corporation. Along with the application, the following information and documents need to be submitted:

a) Documents

• Photocopy of AOA and MOA
• Photo of Managing Director or Chairman
• TIN of the branch office
• in addition, the Rental agreement of the office and
• lastly, the Nature of business

b) Time

It usually takes 3 to 4 working days to get a trade license. In order to know more about how to get a trade license in Bangladesh.  

c) Cost

The government for a trade license is USD 100 (hundred dollars).

 

Step six: Income Tax Registration & VAT Registration

 

In order to carry out normal business operations in Bangladesh after setting up the branch office, it is essential that the branch office has a unique Business Identification Number (BIN). Therefore, to get a Business Identification Number, a VAT registration certificate need to be obtained from the Department of the National Board of Revenue (NBR). Applying for VAT registration is free.

 

a) Documents 

• TIN Certificate
• Trade License
• Import/export Registration certificate
• Furthermore, Passport sized photos
• Deed of Agreement
• Bank solvency certificate
• in addition, BOI registration and
• lastly, the Memorandum and Articles of the Association

 

 Can a foreign employee be employed in the Branch office?

 

Sponsors may apply for Private Investors Visa. Foreign employees can appointments. In order to be able to work in Bangladesh, foreign employees need to secure a work permit. It is a multiple-entry visa and initially, it is valid for 3 months but can be extended afterwards. 

A branch manager can be a foreigner but he/she should be a resident of Bangladesh. Also, note that the Bangladeshi law limits a maximum of 5% (five per cent) of foreign employees in a branch. Furthermore, It is to be noted that the current maximum ratio of foreign to local employees is 1:5 for commercial offices and 1:20 for industrial enterprises, as per the Board of Investment (currently known as the Bangladesh Investment Development Authority) Handbook 2011.

 

Validity Period of Approval

 

The approval is usually provided to establish a branch for a period of three years and it has to be extended/ renewed. You have to apply for renewal or extension at least 2 (two) months before the expiry of the current term.

 

Capital requirement for branch office

 

There is no minimum capital requirement in Bangladesh for branch offices. However, there is a requirement for a minimum of US$ 50,000 inward remittance for registration of branch offices in Bangladesh as this inward remittance should cover the cost of initial establishment and six months’ expenses for operation.

 

Time period to set up a branch office

To set up a branch office in Bangladesh it takes from 60 days (sixty) to 90 days (ninety) in total.

 

Business activities of a Branch office

 

The branch office does not have a separate legal entity of its own. This is because it functions as an extension of its parent company. Therefore, the parent company is fully responsible for the activities, debts and obligations of its branch office. 

Unlike a liaison office, a branch office can engage in commercial activities. However, in order to do so, prior approval from the Bangladesh Investment Development Authority (BIDA) is required.

Activities that a Branch office can engage in are:

1. Payment collection on behalf of the parent company
2. Local sources of income for the branch office
3. in addition, Make an outward payment from Bangladesh (with approval from BIDA) 

 

LEGAL ADVICE ON COMPANY MATTER AT CLP

 

Counsels Law Partners is one leading law chambers in Bangladesh in the field of Business formation. Certainly, CLP welcomes foreign entities and individuals to take free primary legal consultations on how to register a branch office in Bangladesh.   For queries or legal assistance to set up a branch office in Bangladesh, please reach us at:

 E-mail:info@counselslaw.com
Phone:+8801700920980 (WhatsApp). +8801947470606. Address: House 39, Road 126 (3rd Floor) Islam Mansion, Gulshan 1, Dhaka.