Practical corporate advice from Supreme Court practitioners. Always consult legal counsel before signing founder equity schedules, RJSC filings, or commercial agreements.

A Branch or Liaison Office is a proper legal entity once registered with the BIDA in Bangladesh. It is considered an extension of the foreign company and not as a separate legal entity. Unlike a , the parent company of a Branch or Liaison Office is implicitly liable for all the debts and liabilities of the Branch or Liaison Office.

OTHER INFORMATION

Name:  The name of Bangladeshi Branch or Liaison Office must correspond to the name of the foreign company.

Constitution and Activities: The shareholders, structure of company and its activities are directed by foreign company’s Memorandum and Articles of Association. There is no separate Memorandum and Articles of Association for the Branch or Liaison Office.

Office Address:  A Branch or Liaison Office must have an office address located in Bangladesh.

DOCUMENTS REQUIRED FOR BIDA APPROVAL

In general, the following documents/information is required for approval of a Branch or Liaison Office in Bangladesh:

Application in prescribed form signed by the authorized person for establishment of branch/liaison/ representative office – 4 copies.

Memorandum and Articles of Association and Certificate of Incorporation of the principal/ parent company.

Name and nationality of the directors/promoters of the principal company.

Audited Accounts of last financial year of the principal company.

Company’s board of director’s resolution regarding opening of office in Bangladesh.

Proposed organogram of the office showing the posts to be occupied by both expatriates and local personnel.

Details of activities to be performed through the proposed branch/liaison/representative office in Bangladesh.

Forwarding Letter

Documents (item 2-5) shall have to be attested by the concern Bangladesh mission/mission of the respective country in Bangladesh/respective country’s apex business chamber/local business chambers.

Any documents not in English must be translated in English before submission.

4 copies of all the documents must be submitted to BIDA.

BIDA might ask for more documents after reviewing the above mentioned documents.

GOVERNMENT FEES:

A fee of BDT 25.000 (Twenty five thousand) is required to be paid through bank Pay Order and the original copy of the Pay Order has to be submitted to the BIDA.

REGISTRATION PROCEDURE AND TIMELINE

The process is now online. All documents should be uploaded to BIDA’s online portal and later copies of the documents should be submitted physically. After proper scrutiny of all documents, BIDA officials will place the application and documents to Inter-Ministerial Committee. The Committee will review the documents and might ask for more documents or a physical presentation. If the committee is satisfied, they will provide the approval. The Inter-Ministerial Committee usually sits twice every month. Usual timeline is one month or less. Approval is usually provided to open a branch or liaison office initially for a period of 3(three) years which can be extended later.

BANK ACCOUNT OPENING AND US$ 50,000

After obtaining the approval for a Branch or Liaison office, a bank account must be opened in any bank in Bangladesh. An amount of foreign exchange equivalent to US$ 50,000 or more must be brought in as inward remittance in Bangladesh within 02(two) months from the date of issuance of the BIDA permission letter.

NOTIFICATION TO BANGLADESH BANK

Afterwards, the newly approved Branch Office or Liaison Office or Representative Office will have to report to Bangladesh Bank within 30(thirty) days of obtaining permission from BIDA. Bangladesh Bank does not allow Branch Office or Liaison Office or Representative Office to directly submit this report to them. Rather, it should be done via the bank of the Branch Office or Liaison Office or Representative Office. As such, the newly approved Branch Office or Liaison Office or Representative Office must open a bank account without any delay after getting the approval from BIDA.

REGISTRATION WITH REGISTRAR OF JOINT STOCK COMPANIES AND FIRM (RJSC)

After obtaining approval from both Bangladesh Bank and BIDA, registration with the RJSC is required. The following documents will be required for this purpose:

Approval letter of BIDA.

Approval letter of Bangladesh Bank.

Certified copy of the memorandum and articles of the company or other constitutional documents.

Full address of the registered or principal office of the company.

A list of the directors and secretary, if any, of the company.

The name and address or the names and addresses of one or more persons resident in Bangladesh, authorized to accept on behalf of the company service of process and any notice or other document required to be served on the company.

The full address of the office of the company in Ballades which to be deemed its principal place of business in Bangladesh.

If you need professional help with branch office or liaison office or with foreign investment, please .