This note, prepared by TRW & Co UK editorial counsel from our London office at Holborn Gate, 330 High Holborn, London, WC1V 7QH, England, summarises the principal commercial and regulatory considerations for an international company contemplating a non‑trading liaison or representative office in Bangladesh. It is a jurisdictional briefing for general planning; local requirements and practice are set by Bangladesh authorities and should be confirmed with local advisers before action.

Purpose and commercial use of a liaison office

A liaison office is typically used to establish a local presence for market research, client relationship management, and preparatory business development without undertaking direct trading or revenue‑generating activities in the host country. For many multinationals this structure is an intermediate step before deciding on a branch, subsidiary or other investment vehicle.

Regulatory and compliance considerations

Setting up requires engagement with one or more Bangladeshi regulators and banking authorities. Key matters to consider include the scope of permitted activities, registration/authorisation processes, ongoing reporting obligations, foreign exchange restrictions and any limitations on hiring local staff. Licensing conditions commonly require that the liaison office not invoice locally or generate local income, and that operational costs are met by the parent organisation.

Operational, banking and employment practicalities

Operational planning should cover local banking, initial funding, office lease, immigration and work permit strategy for expatriate staff, recruitment of local employees, and corporate branding/compliance with local naming conventions. Banks will typically require evidence of the parent company’s identity and the purpose of the office and may impose anti‑money‑laundering checks. Employment law issues include local contracts, payroll and social contributions.

Risk, tax and exit planning

Before formation, groups should undertake cross‑border tax and regulatory due diligence to understand whether the representative office could create permanent establishment risks, withholding obligations or indirect tax exposure. Clear exit triggers and procedures should be documented so that closure can be managed efficiently and in accordance with local law.

Practical checklist

• Confirm business purpose and whether a non‑trading representative office is the appropriate vehicle.
• Engage reputable local counsel and a local accounting/tax adviser early.
• Identify required authorisations and documentation from relevant Bangladesh authorities and banks.
• Prepare governance documents showing parent company support and funding commitment.
• Plan immigration and local employment arrangements; draft compliant local contracts.
• Assess tax and permanent establishment risk; document budget and funding flows.
• Agree internal controls, reporting lines and insurance coverage before opening.

Jurisdiction and sources

Relevant official sources include the Bangladesh Investment Development Authority (BIDA), Bangladesh Bank, the National Board of Revenue (NBR) and the Registrar of Joint Stock Companies and Firms (RJSC). Use those agencies’ current guidance and forms as the authoritative starting point and instruct local counsel to confirm any procedural updates.

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