A company, branch or liaison office for foreign firms
Set up the right legal presence in Bangladesh without guessing at structures or paperwork. PayrollBangladesh helps foreign companies choose between a company, a branch office and a liaison or representative office, prepares the documents, follows up with RJSC or Invest Bangladesh (formerly BIDA) and completes the registrations that come after.
Choose Your Entity Type
The right structure depends on what you plan to do in Bangladesh, from trading and hiring to keeping contact with local partners. Each option below goes through a different authority, and an employer of record covers the gap when you need staff before an entity exists.
Private Limited Company
A locally incorporated company that can trade, invoice and hire in its own name.
- Name clearance and incorporation with RJSC
- Capital deposit account with a local bank
- See company registration
Branch Office Setup
A branch of the parent company, approved by Invest Bangladesh, for work run directly from headquarters.
- Board resolution and parent documents prepared
- Online application and follow-up with Invest Bangladesh
- See branch office setup
Liaison Office Setup
A local office that represents the parent company and keeps contact with partners in Bangladesh.
- Activities and organogram set out for Invest Bangladesh
- Approval through the inter-ministerial committee
- See liaison office or representative office
Hiring Before an Entity
Staff can start work in Bangladesh while a decision on a local entity is still open.
- An employer of record employs staff for you
- Payroll and statutory filings handled locally
- See employer of record in Bangladesh
How Entity Setup Works
Setup runs in six stages, from choosing the structure to the registrations a new entity needs before it can operate. The company route goes through RJSC and the office route through Invest Bangladesh, and each stage below names who leads it.
| Stage | What happens | Who leads |
|---|---|---|
| 1. Structure review | Compare a company, branch, liaison or representative office against your plans for Bangladesh | You with PayrollBangladesh |
| 2. Document preparation | Collect parent company documents such as the board resolution, incorporation certificate, memorandum and articles, and audited accounts, then have them attested | You, with a checklist from PayrollBangladesh |
| 3. Name or office application | Name clearance from RJSC for a company, or an online application through the Invest Bangladesh OSS portal for an office | PayrollBangladesh |
| 4. Capital or committee stage | A temporary bank account for the capital deposit for a company, or review by the Invest Bangladesh inter-ministerial committee for an office | Bank or Invest Bangladesh |
| 5. Registration | Incorporation by RJSC on the memorandum and articles, or Invest Bangladesh permission for the office | RJSC or Invest Bangladesh |
| 6. Follow-on registrations | Trade license, tax and VAT registration, and the operating bank account for the new entity | PayrollBangladesh with you |
What Our Setup Covers
PayrollBangladesh takes the setup paperwork and follow-up off your team, from the first structure review to the registrations after approval. You keep the decisions on structure and ownership, while PayrollBangladesh prepares, files and tracks each step.
- ✓Structure first. The structure is chosen against your plans before any paperwork starts, because each option allows different activities and carries different filings.
- ✓One point of contact. One team prepares the documents, follows up with RJSC or Invest Bangladesh and handles the registrations that follow, so you do not coordinate several firms.
- ✓Continuity. After setup, the same team can support hiring, payroll and work permits, so the new entity is ready to employ people.
- Approval decisions stay with RJSC, Invest Bangladesh and the other authorities.
- Government fees are paid as the authorities set them.
- Parent company documents and attestation come from you.
- Legal and tax advice comes from a qualified lawyer or adviser.
Guides for New Entities
Setup is one decision in a longer plan for Bangladesh. These pages cover the comparison with an employer of record and the steps a new entity takes next, so you can plan beyond registration day.
Incorporation Step Guide
Step-by-step reading on incorporating a foreign-owned company. See foreign company incorporation guide.
Entity Setup vs EOR
How an own entity compares with hiring through an employer of record. See entity setup vs employer of record.
Trade License Support
The license a new entity needs before it starts business. See trade license.
Work Permit Support
Foreign staff ratio, the Invest Bangladesh document list and the filing window after arrival. See work permit support.
Foreign Entity Setup FAQs
These are the questions foreign companies ask most often before setting up in Bangladesh. Each answer opens with the direct answer, and the rules come from official Invest Bangladesh pages listed at the end of this section.
What does foreign entity setup cover?
It covers everything from choosing the structure to the registrations after approval. PayrollBangladesh compares the options with you, prepares the documents, files and follows up the RJSC or Invest Bangladesh application, and completes follow-on steps such as the trade license, tax and VAT registration and the bank account.
Which entity types can a foreign company use?
A foreign company can incorporate a company or open a branch, liaison or representative office. Invest Bangladesh processes branch, liaison and representative offices, and RJSC incorporates companies.
Can a foreign company own 100% of a Bangladesh company?
In most sectors, yes. Invest Bangladesh states that 100% foreign ownership is permitted in the majority of sectors, while local ownership is required in limited cases such as freight forwarding, shipping and courier agents, buying houses and indenting agents, advertising agents and for-profit education institutions.
Are any sectors closed to foreign investment?
Yes, four sectors are reserved. Invest Bangladesh lists arms and military equipment, nuclear power, security printing and minting, and forestation and mechanized extraction within reserved forests, and investors in controlled industries need a No Objection Certificate from the relevant ministry before registering.
How is a private limited company incorporated?
Invest Bangladesh describes three steps through RJSC:
- Get name clearance from RJSC.
- Open a temporary bank account for the capital deposit, which foreign investors can open online.
- Prepare the memorandum and articles of association and apply to RJSC for incorporation.
How is a branch or liaison office approved?
Invest Bangladesh approves it after review by an inter-ministerial committee. The application goes through the Invest Bangladesh OSS portal, and hard copies of the documents follow to the Invest Bangladesh Commercial Wing.
Which documents does the parent company provide?
Invest Bangladesh asks for documents from the parent company, attested by the Bangladesh mission in that country or its apex business chamber. They include:
- A board resolution on opening the office.
- The certificate of incorporation and the memorandum and articles of association.
- Audited accounts for the last financial year.
- Names and nationality of the directors or owners.
- A proposed organogram and the planned activities in Bangladesh.
How long does setup take?
No fixed timeline is promised. It depends on the structure, how quickly parent documents are attested and how long the authorities take to review the application.
Who sees our company documents?
Only the people and authorities the filing needs. Documents are used to prepare and submit your application to RJSC, Invest Bangladesh or the bank concerned, and you can ask which documents will be shared before anything is submitted.
Can we switch from another setup provider?
Yes, PayrollBangladesh can review a setup that is already under way. Send the documents filed so far and the current status, and PayrollBangladesh confirms whether the application can continue or should start again.
Can we hire staff before the entity is ready?
Yes, through an employer of record. PayrollBangladesh can employ staff in Bangladesh on your behalf and run payroll while the entity is set up.
What happens after I send an enquiry?
PayrollBangladesh starts with a short review in four steps:
- You share your plans for Bangladesh and the structure you are considering.
- PayrollBangladesh confirms which structure fits and which authority applies.
- You receive a checklist of the parent company documents needed.
- Document preparation and the first application begin.
Does PayrollBangladesh approve applications or give legal advice?
No. RJSC, Invest Bangladesh and the other authorities decide every application, and legal or tax questions should be confirmed with a qualified lawyer or adviser.
Rules for foreign entities
This summary is general information, not legal advice. Each rule comes from the official page linked here, so check it is still current before you rely on it.
- Authority. The Invest Bangladesh Act 2026 merged BIDA, BEZA and PPPA into Invest Bangladesh from August 2026; the BIDA pages linked below remain the published source for these rules and are cited as such.
- Company incorporation. BIDA on company incorporation (now Invest Bangladesh): name clearance from RJSC, a temporary bank account for the capital deposit (online for foreign investors under Bangladesh Bank FEPD Circular No. 11 of 2021), then the memorandum and articles and the incorporation application to RJSC.
- Commercial offices. BIDA commercial office registration (now Invest Bangladesh): branch, liaison and representative offices are processed through the OSS portal and approved by an inter-ministerial committee.
- Office documents. BIDA office opening service (now Invest Bangladesh): parent company documents must be attested by the Bangladesh mission or the apex business chamber of the country concerned.
- Foreign ownership. BIDA on foreign investment restrictions (now Invest Bangladesh): 100% foreign ownership is permitted in the majority of sectors, with local ownership required in a limited list of agency and service businesses.
- Reserved sectors. BIDA on restricted sectors (now Invest Bangladesh): four reserved sectors and a list of controlled industries that need a ministry No Objection Certificate. The BIDA page linked here cites the 2016 policy; confirm against the National Industrial Policy 2022.
Reviewed by Romana Akter Shila
Set Up Your Entity
Send your plans for Bangladesh and the structure you are considering. PayrollBangladesh reviews the details and replies with the structure that fits, the authority that applies, the parent company documents needed and the next steps for starting the application.