TRW & Co · UK–Bangladesh corridor
Setting Up a UK Company from Bangladesh
If you want to set up UK company from Bangladesh, you can do it remotely: verify each director’s and controller’s identity with Companies House, register online with a UK registered office, then register for tax. The real work is funding the company lawfully under Bangladesh Bank rules, opening a UK bank account and choosing the right visa if anyone will work in the UK.
Key pointBangladesh Bank lets Bangladeshi businesses open offices abroad without prior approval, but expressly says that authority cannot be used to send equity to set up a foreign subsidiary, so the funding route must be settled before the company is formed.
At a glance
Fully remote registration
Directors living in Bangladesh can register a UK private limited company online; a UK-resident director is not required, but a UK registered office address is.
Identity verification first
Since 18 November 2025 every director and person with significant control must verify through GOV.UK One Login or an authorised corporate service provider.
Funding is controlled
Bangladesh Bank’s 2026 circular allows offices abroad on reporting, but its overseas office authority cannot be used for equity in foreign subsidiaries.
Watch tax residence
A UK company effectively managed from Dhaka may be treated as resident in Bangladesh under the treaty’s place of effective management tie-breaker.
No automatic right to work
Owning a UK company gives no immigration status; visitors may attend meetings and sign deals, while running the business needs a work route.
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The short answer to "set up UK company from Bangladesh"
Founders often type "set up UK company from Bangladesh" into a search bar, and the good news is that it can be done entirely remotely. A private limited company can be registered online with Companies House by directors who live in Bangladesh, provided each director and person with significant control first verifies their identity, the company has an appropriate UK registered office and a registered email address, and the founders are clear about the Bangladeshi rules on sending money abroad.
Incorporation is the easy part. The harder questions are on the Bangladeshi side, where outward investment is controlled by Bangladesh Bank, and on the UK side, where opening a bank account and obtaining permission to work in the UK both require planning. Tax residence needs thought too, because a UK company run from Dhaka can end up treated as resident in Bangladesh.
This guide explains each step as of October 2026, including the Companies House identity verification regime in force since November 2025.
The legal framework in both countries
UK company law and Companies House
UK companies are formed under the Companies Act 2006, as amended by the Economic Crime and Corporate Transparency Act 2023. GOV.UK's guidance on how to set up a private limited company covers names, officers, shareholders, people with significant control (PSCs) and the documents needed. A private company needs at least one director, who must be at least 16, and at least one shareholder. Directors do not need to live in the UK.
Since 18 November 2025, identity verification has been a legal requirement for directors and PSCs. Each person verifies once, either through GOV.UK One Login or through an authorised corporate service provider, and receives a personal code used in Companies House filings. Our guide to Companies House identity verification covers the detail.
Bangladesh exchange control
Bangladesh regulates outward investment under the Foreign Exchange Regulation Act, 1947, administered by Bangladesh Bank. Its consolidated FEPD-1 Circular No. 40 of 30 September 2026 allows Bangladeshi commercial and industrial concerns to open offices abroad without prior Bangladesh Bank approval, but requires them to report the office within one month and limits remittances for its running costs. The same circular states that this authority cannot be used to remit equity to establish subsidiaries abroad. Capital for a UK subsidiary therefore needs a separate basis under Bangladesh's outward investment rules.
Who is setting up, and with what money?
The right route depends on who the founder is and where the money comes from. Three situations are common.
- A Bangladeshi company expanding to the UK. It can form a UK subsidiary, which needs outward investment clearance for the equity, or register a UK establishment of the Bangladeshi company. Our guide to registering an overseas company in the UK explains the second route.
- An individual founder resident in Bangladesh. Personal funds sent abroad for investment are also subject to Bangladesh Bank control, and travel and study allowances are for their stated purposes, not for capitalising a business.
- A non-resident Bangladeshi or British Bangladeshi founder. A founder already living and earning in the UK or elsewhere may be able to fund the company from non-Bangladeshi income, which avoids most exchange control issues.
Do not route capital informally through relatives, hundi networks or personal cards. Apart from breaching Bangladeshi law, unexplained funds make UK bank onboarding and later investment rounds far harder.
Structures compared
| Structure | Best for | Bangladesh side | UK side |
|---|---|---|---|
| UK private limited company owned by individuals | Start-ups and founder-led businesses | Personal outward remittance for equity is restricted; source of funds must be lawful | Full UK company law and tax; identity verification for directors and PSCs |
| UK subsidiary of a Bangladeshi company | Established exporters and groups | Equity remittance needs a basis beyond the overseas office authority | Separate legal entity; limited liability for the parent |
| UK establishment of a Bangladeshi company | Sales or liaison presence | Office abroad reported within one month; running-cost remittances limited | Registered as an overseas company; parent is liable for UK activities |
| Holding company in the UK above Bangladeshi operations | Investor-backed groups | Transfer of Bangladeshi shares and inward investment rules apply | Familiar to UK and international investors used to English law structures |
Step by step: registration, tax and banking
- Plan the funding route. Decide who will own the shares and how the share capital and early costs will be paid lawfully, taking advice on Bangladesh Bank requirements before any money moves.
- Verify identities. Each director and PSC verifies with GOV.UK One Login, which accepts a biometric passport from any country, or through an authorised corporate service provider, which can verify people anywhere.
- Choose the name and structure. Check the Companies House register and trade marks, decide on share classes and adopt model or bespoke articles.
- Arrange a UK registered office. The company needs an appropriate UK address where documents can be delivered and acknowledged, plus a registered email address. Many overseas founders use a professional address service.
- Register online. File with Companies House with the directors' personal codes, the statement of capital, PSC details and SIC codes. Online applications are usually processed quickly.
- Register for tax. Register for Corporation Tax, and for PAYE and VAT where needed.
- Open a bank account. Apply to a UK bank or regulated payment provider with corporate documents, identity evidence for directors and PSCs, proof of address and a clear explanation of the business and source of funds.
- Diarise filings. Track the confirmation statement, annual accounts and Corporation Tax deadlines from day one.
Banking is usually the slowest step for founders based outside the UK. High-street banks may expect UK-resident directors or a UK trading presence, and regulated electronic money institutions often onboard faster but have their own limits. Prepare a short business plan, evidence of the source of the founders' funds and the Bangladesh Bank paperwork before you apply. A clean, documented funding trail is the single most persuasive item in the file.
Ongoing duties after incorporation
Most guides to the "set up UK company from Bangladesh" process stop at the certificate of incorporation. In practice, the company's obligations start that day and continue whether or not it trades.
- Registers. Keep statutory registers of members, directors and PSCs, or elect to keep the information on the public register, and update Companies House when anything changes.
- Confirmation statement. File at least once in each twelve-month review period, confirming the company's details, shareholders and PSCs.
- Accounts and tax. Prepare annual accounts, file them with Companies House and HMRC, and file Corporation Tax returns even in a loss-making year.
- New officers. Any new director or PSC must verify their identity before appointment or registration.
- Bangladesh reporting. Where a Bangladeshi business owns or funds the UK company or office, keep its Bangladesh Bank reporting up to date, including periodic statements of accounts where required.
A UK accountant and a reliable registered office provider are worth appointing early, especially when the directors are several time zones away.
Tax residence and the double tax treaty
A company incorporated in the UK is UK tax resident under UK law. Bangladesh may also treat it as resident if it is managed and controlled from Bangladesh. Where both countries claim residence, the UK Bangladesh double tax treaty treats the company as resident where its place of effective management is situated.
For founders who live in Dhaka and make every decision there, this is a live issue. If the aim is UK residence, hold board meetings in the UK or appoint directors who genuinely manage the company from the UK, and minute decisions properly. If profits are later paid to Bangladeshi shareholders, Bangladesh may tax the dividends under its own law; the UK does not withhold tax on dividends.
A UK company paying a Bangladeshi founder for work done in Bangladesh also needs care. The payment may be taxable in Bangladesh, and the founder's activities could, in some circumstances, create a taxable presence there for the UK company. Our company formation and tax teams model these points before incorporation.
Visiting and working in the UK
Owning or directing a UK company does not give anyone the right to live or work in the UK. Founders need the right immigration route, and a visa refusal does not undo the company.
Standard Visitor
Under the Standard Visitor rules, a founder can visit the UK for up to six months to attend meetings, negotiate and sign deals and contracts, and carry out site visits, provided they are not paid by a UK organisation for those activities. A visitor cannot run the business day to day or take a job in it. Our guide to the UK visit visa from Bangladesh explains the application.
Innovator Founder visa
The Innovator Founder visa is for people who want to set up and run an innovative business in the UK. The business idea must be endorsed by an approved endorsing body as new, innovative, viable and scalable, and you cannot join a business that is already trading. The visa lasts three years, with endorsement checkpoints at 12 and 24 months, and can lead to settlement. Our guide to the Innovator Founder visa covers the criteria.
Other routes
An established Bangladeshi business sending a senior employee to open a UK branch may consider the UK Expansion Worker route; see our guide to the UK Expansion Worker visa. Once trading, the UK company can apply for a sponsor licence to employ skilled workers. No route guarantees approval, and each has its own evidence requirements.
Illustrative scenario
This scenario is illustrative only and does not describe any real client or matter.
Two software engineers in Dhaka want a UK company to contract with European clients. They verify their identities through GOV.UK One Login using their passports, register the company online with a professional registered office in London, and register for Corporation Tax.
Their first bank application stalls because they cannot explain how the share capital will reach the UK. They take advice on Bangladesh Bank's requirements, restructure the plan so that initial costs are funded from foreign-currency earnings legitimately held outside Bangladesh, and reapply with a documented source of funds. To support UK management, they appoint a UK-based director with genuine responsibilities and hold board meetings in London during business visits. For them, the "set up UK company from Bangladesh" question turned out to be about money and management, not paperwork.
Risks and common mistakes
Funding the company outside the rules
Moving money from Bangladesh to a UK company without the necessary approval can breach the Foreign Exchange Regulation Act, 1947 and create problems that follow the company for years. UK banks, investors and acquirers will ask where the money came from. Keep a full record of how each pound of share capital and every loan reached the company, and take advice before using any route that relies on personal allowances or third parties.
Using a nominee to avoid identity checks
Appointing a friend or a formation agent as a nominee director to avoid identity verification or PSC disclosure is a false economy. The real controller is still a PSC who must be registered and verified, and a director who acts on someone else's instructions remains personally responsible for the company. Inaccurate PSC information and acting as an unverified director can be offences. Put the real people on the register and verify them.
Forgetting the company is managed from Dhaka
If every decision is taken in Bangladesh, the company risks being treated as resident there for treaty purposes, with tax filings in both countries. That can also confuse banks and customers. Decide where the company is to be managed, appoint directors accordingly and keep proper minutes. Revisit the position as the team grows, because the place of effective management can shift over time.
Missing the first-year filings
Founders overseas often assume that a dormant or small company has no obligations. Every UK company must file a confirmation statement and annual accounts, and register for Corporation Tax. Late accounts attract automatic penalties, and persistent failure can lead to the company being struck off. Diarise deadlines, appoint a UK accountant and keep the registered email address monitored, as Companies House uses it for official communications.
What to do next
Set up UK company from Bangladesh: founder checklist
- Confirm a lawful funding route under Bangladesh Bank rules before any money moves.
- Verify each director's and PSC's identity and keep the personal codes safe.
- Choose the structure: UK company, subsidiary, overseas company registration or holding company.
- Arrange a UK registered office and monitored registered email address.
- Decide where the company will be managed and appoint directors to match.
- Prepare the bank application with a documented source of funds.
- Choose the right immigration route if anyone will work in the UK.
TRW & Co's London office and Dhaka team advise founders and groups on both sides of the corridor, from Bangladeshi businesses in the UK to business immigration. Whatever your version of the "set up UK company from Bangladesh" question, contact us before you incorporate so that funding, tax residence and visas are aligned from the start.
Frequently asked questions
01Can a Bangladeshi citizen open a company in the UK?
Yes. There is no nationality or residence requirement for directors or shareholders of a UK private limited company. Each director and person with significant control must verify their identity with Companies House, through GOV.UK One Login, which accepts a biometric passport from any country, or through an authorised corporate service provider. The company needs an appropriate UK registered office address and a registered email address. Separate Bangladeshi rules govern how the company may be funded from Bangladesh.
02Do I need Bangladesh Bank approval to invest in my UK company?
Usually some form of clearance is needed if the money comes from Bangladesh. Bangladesh Bank’s FEPD-1 Circular No. 40 of 30 September 2026 allows Bangladeshi concerns to open offices abroad without prior approval, subject to reporting and limits on running-cost remittances, but states that this authority cannot be used to remit equity to establish subsidiaries abroad. Personal allowances such as travel quotas are for their stated purposes, not investment. Take advice on the outward investment rules before sending money.
03Can I open a UK business bank account from Bangladesh?
It is possible but often slow. UK banks and regulated payment providers must carry out anti-money laundering checks on the company, its directors and its people with significant control. Some banks expect UK-resident directors or a UK trading presence. Applications are stronger with a clear business plan, verified identities, proof of address and documentary evidence that the founders’ funds came from a lawful source and reached the UK through permitted channels.
04Does owning a UK company give me a UK visa?
No. Company ownership and directorship confer no immigration status. As a Standard Visitor you may attend meetings, negotiate and sign deals and contracts and carry out site visits, but you cannot work in the business. To run the company from the UK you need a suitable route, such as the Innovator Founder visa, which requires endorsement of an innovative, viable and scalable business, or the UK Expansion Worker route for an established overseas business. No route guarantees approval.
05Will my UK company pay tax in Bangladesh?
It may, if it is managed and controlled from Bangladesh. A UK-incorporated company is UK resident under UK law, but Bangladesh can also treat it as resident. Under the UK–Bangladesh double tax treaty, a company resident in both is treated as resident where its place of effective management is situated. If directors in Dhaka take all real decisions, that may be Bangladesh. Holding genuine board meetings and decision-making in the UK reduces the risk.
06Can I use a nominee director to set up the company?
You can appoint any eligible person as a director, but nominees do not remove disclosure duties. The individuals who really own or control the company are persons with significant control and must be registered and verify their identity. A nominee director is fully responsible as a director, including for filings and duties to the company. Using nominees to conceal control can lead to offences for inaccurate information and creates problems with banks and investors.
Sources and official materials
- Set up a private limited company (GOV.UK) — Official guidance on names, officers, shareholders and registration
- Verifying your identity for Companies House (GOV.UK) — Who must verify and the two routes to do so
- Economic Crime and Corporate Transparency Act 2023 — Companies House reforms including identity verification
- Bangladesh Bank FEPD-1 Circular No. 40 (30 September 2026) — Rules on offices abroad and outward current-account remittances
- Innovator Founder visa (GOV.UK) — Eligibility, endorsement and length of stay
- Visit the UK as a Standard Visitor: business (GOV.UK) — Business activities permitted for visitors
General information only, current as at 21 October 2026. It is not legal advice and does not create a solicitor–client relationship. It reflects the law of England and Wales unless stated otherwise; Scotland and Northern Ireland have separate legal systems, and the law changes frequently. Check current official sources and take advice on the facts of your matter.