Enter Bangladesh the right way, from first hire to full company
We help foreign companies choose the right entry route, whether an Employer of Record, a liaison office, a branch office or a private limited company, then handle the registrations, bank set-up, payroll and HR so your Bangladesh operation is ready to run.
Which entry route fits you?
A starting guide only. We confirm the right route for your plans.
How can a foreign company enter Bangladesh?
A foreign company has four main routes: hire staff through an Employer of Record with no entity; open a liaison office for non-commercial work such as market research; open a branch office to trade as the parent company; or incorporate a private limited company with the Registrar of Joint Stock Companies for full operations. Many start with an Employer of Record, then move staff to their own company once it is registered.
Four Ways to Enter the Bangladesh Market
Each route suits a different stage. Most companies use more than one over time.
No entity
Employer of Record
Hire your first staff while you test the market.
- Fastest way to hire
- No registration or bank account for you
- Payroll, tax and contracts handled
- Cannot invoice local customers
Office
Liaison office
Market research, sourcing and liaison for the parent.
- Local presence and staff
- Investment authority registration
- Head-office remittance required
- Cannot earn income
Office
Branch office
Trading or services as an extension of the parent.
- Can earn approved income
- Investment authority approval
- Parent eligibility criteria apply
- No manufacturing
Entity
Private limited company
A local subsidiary for long-term, full operations.
- Any lawful business activity
- At least 2 shareholders and 2 directors
- Registered with RJSC
- Can invoice locally and manufacture
Company Setup in Bangladesh: The Roadmap
The usual order of steps for a private limited company. Branch and liaison offices follow a similar path with investment authority approval first.
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1
Choose the route
Activities, ownership and timeline agreed.
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2
Name clearance
Company name reserved with RJSC.
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3
Capital and bank
Share capital brought in through a bank account.
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4
Incorporation
Company registered with RJSC.
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5
Licences and tax
Trade licence, tax and VAT registration.
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6
People and payroll
Work permits, contracts and first payroll.
Registrations a New Business in Bangladesh Usually Needs
The main registrations, the authority for each, and what it allows you to do.
| Registration | Authority | What it is for |
|---|---|---|
| Company incorporation | RJSC | Creates the private limited company, or records a branch or liaison office |
| Branch or liaison office approval | BIDA (Invest Bangladesh Authority) | Permission for a foreign company to open an office in Bangladesh |
| Trade licence | City corporation or local authority | Permission to carry on business at your address |
| Tax registration (e-TIN) | National Board of Revenue | Income tax, including salary tax deducted for staff |
| VAT registration | National Board of Revenue | Charging and paying VAT on taxable supplies |
| Bank account | Scheduled bank | Receiving capital from abroad and paying salaries and suppliers |
| Work permits | BIDA or the relevant authority | Employing foreign nationals in Bangladesh |
PwC reports that a liaison office needs at least USD 50,000 remitted from its head office, and that companies planning to employ expatriates need USD 50,000 in capital. Sector-specific licences may also apply.
What PayrollBangladesh Handles for Your Market Entry
One local partner for the people side of entering Bangladesh, from the first hire onwards.
Route advice
Which entry route fits your activities and timeline.
Registration support
Coordinating incorporation, licences and tax registration.
Employer of Record
Hire staff before your entity is ready.
Recruitment
Finding your first local team.
Payroll set-up
Salary, tax and benefits from the first month.
Ongoing compliance
Records, filings and inspection readiness.
Start With an Employer of Record, Then Move to Your Own Company
Company registration takes time. With our Employer of Record service your first team can start work straight away, and move to your own company payroll once it is registered, without breaking their employment history.
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Hire through our EOR
Staff start on compliant local contracts while you set up.
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Register your company
Incorporation, licences, tax and bank account completed.
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Transfer your team
Staff move to your entity through a planned payroll migration.
Market Entry and Company Setup in Bangladesh: FAQ
Can a foreign company own 100% of a company in Bangladesh?
In most sectors, yes. Foreign investors can own a private limited company outright, although some regulated sectors have their own ownership rules and licences. We confirm the position for your activity before you start.
What is the minimum number of shareholders and directors?
A private limited company needs at least two shareholders and at least two directors, and is registered with the Registrar of Joint Stock Companies (RJSC).
What is the difference between a branch office and a liaison office?
A branch office can earn approved income from trading or services as part of the parent company. A liaison office cannot earn income; it is limited to market research, sourcing and liaison work. Both need approval from the investment authority.
Can we hire in Bangladesh before registering a company?
Yes. Through an Employer of Record we employ your staff on compliant local contracts and run their payroll, so they can start while your company is being set up.
Is there a minimum capital requirement?
There is no general minimum for a private limited company, but PwC reports that companies planning to employ expatriates need USD 50,000 in capital, and that a liaison office needs at least USD 50,000 remitted from its head office.
Which registrations are needed after incorporation?
Usually a trade licence from the local authority, tax registration (e-TIN) and VAT registration with the National Board of Revenue, a regular bank account and any sector-specific licences.
Can foreign staff work in our Bangladesh entity?
Yes, once they hold a work permit. Permits are usually handled through the investment authority, and the company must meet any capital conditions for employing expatriates.
How long does company setup take?
It depends on the route, your documents and the sector. We give you a timeline at the start, and an Employer of Record lets you hire while the setup is in progress.
Plan Your Entry Into Bangladesh
Tell us what you plan to do in Bangladesh, how many people you need and when. We will recommend the right route and send a step-by-step plan.
PayrollBangladesh · Rupayan Shopping Square, Suite 610, Bashundhara R/A, Dhaka 1229 · +880-1711-990010 · info@payrollbangladesh.com
Reviewed by Romana Akter Shila, Chief Executive Officer, PayrollBangladesh, 8 years in EOR and payroll operations. This page is general information, not legal or tax advice.