Kazi Law Chamber
|23 Nov 2023
In Bangladesh, the terms "Representative office" and "Liaison office" are synonymous. However, the registration of a branch office offers more extensive scope and flexibility compared to a Liaison or Representative office. With prior approval from BIDA and other relevant authorities, a branch office can engage in commercial activities within Bangladesh.
In the process of registering a branch office in Bangladesh, it is crucial to understand that such registration does not establish a distinct legal entity within the country. Instead, the branch office remains an integral part of the parent organization, operating with a degree of autonomy while being subject to the full legal and tax liabilities of the parent entity. For foreign investors or entities embarking on short-term projects in Bangladesh, the registration of a branch office offers a viable option. The following information provides guidance on the steps involved in registering a branch office in Bangladesh.
Approval from Bangladesh Investment Development Authority (BIDA): The initial and foremost requirement in the registration process is to obtain approval from the Bangladesh Investment Development Authority (BIDA), formerly known as BOI. This approval establishes the legal framework for the branch office's operation.
Terms and Conditions: Specific terms and conditions govern the approval and operation of a branch office in Bangladesh. Foreign nationals intending to work at the branch office are required to secure a work permit from BIDA. Additionally, an amount equivalent to US$50,000 must be remitted to a commercial bank in Bangladesh to cover the estimated initial investment and operational costs for the first six months. This remittance is to be made within two months from the issuance of the BIDA permission letter. Although it is not mandatory to maintain the entire US$50,000 in the bank account continuously, it must be ensured during any time extensions or renewals.
Upon obtaining approval from the concerned ministry and submitting the necessary supporting documents, a branch office is permitted to finance its activities through local sources of income. However, the business activities are confined to the specific field approved in the certificate of incorporation. The operational period of a branch office is defined by the approval letter issued by BIDA.
If a company intends to continue its operations beyond the approved period, it must apply for renewal or extension at least two months before the expiry date, accompanied by the required documents. Seeking the services of a company lawyer can facilitate the registration process, ensuring compliance with legal requirements. For further details and assistance in registering a liaison office, scheduling an appointment with our company lawyer is recommended.