From our London office at Holborn Gate, 330 High Holborn, London, WC1V 7QH, this note provides a high‑level destination guide for international companies considering a branch office in Bangladesh in 2025. It sets out the basic regime and practical steps for a branch as an extension of its foreign parent company and highlights regulatory touchpoints. This is a general overview and not legal advice for a particular transaction.

Overview: nature and suitability of a branch

A branch office in Bangladesh operates as an extension of its foreign parent rather than a separate legal entity. The parent company remains ultimately liable for the branch’s activities and obligations. Branches may be attractive where a company seeks a straightforward presence without establishing a locally incorporated subsidiary, but they are commonly subject to tighter regulatory controls, particularly on permitted activities and foreign exchange.

Key steps to register and commence operations (high level)

1. Obtain prior approval from the Bangladesh Investment Development Authority (BIDA) where required — many foreign commercial activities require BIDA approval before local operations begin.
2. Register the branch with the Registrar of Joint Stock Companies and Firms (RJSC) under the Companies Act 1994, filing the parent company’s constitutional documents, authorised person details and evidence of BIDA approval (if applicable).
3. Secure any sectoral approvals or licences relevant to the proposed business (for example, regulated financial, telecommunication or import/export activities), and ensure compliance with conditions attached to BIDA approval.
4. Open a local bank account and comply with Bangladesh Bank foreign exchange rules for capital introduction, repatriation and local payments.
5. Complete tax registration (Taxpayer Identification Number / VAT registration where applicable) and set up payroll and employment compliance under Bangladesh labour and social security rules.

Practical considerations and common restrictions

• Permitted activities: A branch may be authorised to earn local revenue only in the activities expressly approved by BIDA; unrestricted commercial activity is not automatic.
• Foreign exchange: Outward payments, repatriation of profits and capital movements often require prior approvals and documentary justification to Bangladesh Bank.
• Liability and governance: As the branch is not a separate legal person, the parent company’s board must carry appropriate oversight and risk controls for the branch’s onshore operations.
• Tax and customs: Branches are subject to corporate tax rules, VAT and customs controls; transfer pricing and documentation are increasingly important for cross‑border transactions.
• Staffing and secondment: Employment law differs materially from England and Wales; visa and work permit compliance for expatriates is critical.

Checklist: documents commonly required for registration

• Certified copies of the parent company’s constitution (memorandum/articles or equivalent) and certificate of incorporation.
• Board resolution authorising establishment of the branch and naming the authorised representative(s) in Bangladesh.
• BIDA approval letter (where required) or application evidence.
• Proof of address and identity for authorised signatories and local office address details.
• Evidence of capital/intended funding arrangements and any sectoral licence documentation.

Jurisdiction and sources

Primary official sources and regulators to consult when planning a branch in Bangladesh:

• Bangladesh Investment Development Authority (BIDA)
• Registrar of Joint Stock Companies and Firms (RJSC)
• Bangladesh Bank
• Companies Act, 1994 and relevant legislation available via official government legal portals

Careful advance planning with local advisers is essential to align business objectives with the approvals and compliance environment in Bangladesh. Where a lasting, diversified onshore operation is intended, a locally incorporated subsidiary may offer greater operational flexibility than a branch.

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