Our London office at Holborn Gate, 330 High Holborn, London, WC1V 7QH, advises clients on cross‑border technology transactions and market entry. The following provides an overview of common legal and commercial issues for companies wishing to sell software, outsource services, or establish a presence in Bangladesh. This is a high‑level guide for planning and due diligence rather than a substitute for local advice.

Market entry and corporate structures

Foreign businesses commonly enter Bangladesh through one of three routes: representative/liaison offices, branches, or locally incorporated private limited companies. Each route has different registration, reporting and tax implications. Alternative options include joint ventures with local partners and engaging service providers or contractors for nearshore delivery.

Key commercial considerations when choosing a structure include contractual control over IP and deliverables, local employment requirements, repatriation of profits, and access to government incentives (for example, within designated technology parks or export processing zones).

Key commercial and legal issues

• Corporate registration and approvals: company incorporation, licences and any foreign investment approvals required for the chosen structure.
• Tax and transfer pricing: corporate tax, withholding obligations on cross‑border payments, VAT implications for software and cloud services, and transfer‑pricing documentation for intra‑group arrangements.
• Intellectual property: registration and contractual protection (copyright, trademarks, assignment and licensing clauses), together with practical steps to safeguard source code and trade secrets.
• Data protection and cybersecurity: cross‑border data transfers, local cybersecurity requirements, contractual protections for personal and sensitive data, and practical technical controls.
• Employment and contractor law: local employment contracts, workplace policies, secondment and contractor arrangements, compliance with labour regulations and social security contributions.
• Commercial contracts: governing law and jurisdiction, limitation of liability, service levels, IP indemnities, audit and inspection rights, and dispute resolution mechanisms.
• Regulatory considerations: sector‑specific licences, export controls and any restrictions relevant to encryption, fintech, telecoms or other regulated sub‑sectors.

Practical checklist before committing

1. Conduct commercial due diligence on potential partners, suppliers and the competitive landscape.
2. Map the data flows and assess local data protection and cross‑border transfer requirements.
3. Decide on a legal vehicle and obtain local registration advice; identify any approvals or licences required.
4. Draft and negotiate core contracts (MSA, SOW, SLA, IP assignment/licence, confidentiality agreements) with clear dispute resolution and termination mechanics.
5. Review tax exposure and withholding obligations; plan transfer pricing and profit repatriation strategies.
6. Establish employment contracts, workplace compliance, and immigration planning for seconded staff.
7. Implement technical and contractual measures for IP protection and cybersecurity; plan for incident response.
8. Consider incentives and locations (technology parks, EPZs) that may improve cost or regulatory outcomes.

Jurisdiction and sources

For current requirements and formal procedures consult the appropriate Bangladeshi authorities and official sources, including:

• Bangladesh Investment Development Authority (BIDA)
• Registrar of Joint Stock Companies and Firms (RJSC)
• National Board of Revenue (NBR)
• Bangladesh Export Processing Zones Authority (BEPZA)
• Bangladesh Bank
• Bangladesh Telecommunication Regulatory Commission (BTRC) and the Ministry of Posts, Telecommunications and Information Technology

Engage local counsel and advisers to confirm current regulatory, tax and labour requirements and to draft jurisdictionally appropriate agreements.

General information only; not legal advice and not a substitute for advice on a particular matter.