How to Register a Branch Office in Bangladesh in 2025 – Don’t Make This Critical Error

If you’re a foreign company looking to expand into Bangladesh, registering a branch office can be a powerful route. Unlike setting up a subsidiary you own locally, a branch office allows you to operate in Bangladesh as an extension of your parent entity – but that also means you take on certain responsibilities and requirements. In this article, we’ll walk you through the full process to register a branch office in Bangladesh in 2025: what you need, how long it takes, the costs involved, the compliance obligations, and common mistakes to avoid.

What is a Branch Office in Bangladesh and Why Use It?

A branch office in Bangladesh is not a separate legal entity. It is simply an office of your foreign (parent) company that carries out business (or part of business) in Bangladesh under approval from the Bangladesh Investment Development Authority (BIDA).
Because the parent company remains fully liable for the branch’s obligations you gain direct control but also retain direct risk. Approved branch offices can conduct business locally (with prior approval) like import/export, contracts, revenue-generation, etc.

Why choose a branch office?

• Faster “market entry” compared with incorporating a fresh local company (in many cases).
• Keeping your parent company structure intact – fewer local shareholders and simpler ownership.
• Good when your parent company wants to operate in Bangladesh under its name, maintain that brand, and handle the liabilities.

That said, there are downsides: because it is an extension of your foreign entity you have less of the “local entity” protections (e.g., for liabilities) and you need BIDA approval and local compliance. Knowing this trade-off early helps.

Key Legal & Regulatory Framework for 2025

Here are the main regulations you must be aware of as of 2025:

• The main regulator: the Bangladesh Investment Development Authority (BIDA). All branch/liaison/representative offices must be approved by BIDA.
• The branch office is not a separate legal entity (according to the Doing Business in Bangladesh guide) – the parent company remains fully liable for activities.
• The requirement for “Section 18B” approval from Bangladesh Bank (Bangladesh’s central bank) has been removed in many cases; instead a report needs to be submitted within 30 days of approval.
• Minimum inward remittance requirement: while there is technically no minimum paid-up capital for branch offices, commonly a minimum of US$ 50,000 inward remittance is required to cover initial establishment and six months’ expenses.
• Approval period: many branch office approvals initially run for 3 years and must be renewed or extended thereafter.

Step-by-Step: How to Register a Branch Office in Bangladesh in 2025

Step 1: Prepare Your Parent Company Documents

Before applying, gather the following:

• Certificate of Incorporation of the parent (foreign) company.
• Memorandum and Articles of Association of the parent.
• Board resolution of the parent company approving the opening of the branch in Bangladesh.
• Audited financial statements of the parent company (last financial year) in many cases.
• Any documents need to be attested by the country’s Bangladesh Embassy or relevant Chamber of Commerce.

Step 2: Choose Your Proposed Office Address & Local Representative

• You must have a physical office address in Bangladesh (registered address).
• Appoint a local representative (resident) in Bangladesh who can act on behalf of the branch for local authorities.
• Create a proposed organogram for the branch: roles of locals vs expatriates.

Step 3: Submit Application to BIDA via OSS Portal

• Register on BIDA’s web portal and apply for permission.
• Submit the prescribed application form, with all supporting documents. These include all the parent company documents, proposed business activities, organogram, local address, etc.
• Pay the government fee: around BDT 25,000 is cited in many sources for the permission letter.

Step 4: Approval from BIDA & Inward Remittance

• Once your application is approved by BIDA, you will receive a permission letter.
• After approval, you need to bring in inward remittance of at least US$50,000 to cover initial establishment and six months’ expenses.
• Open a bank account in Bangladesh in the branch’s name (often with parent company’s backing) to receive that inward funds.

Step 5: Report to Bangladesh Bank (if required)

• After BIDA approval and remittance, you must submit a report to Bangladesh Bank within 30 days (the old “18B approval” requirement has been removed for many cases).

Step 6: Register with Registrar of Joint Stock Companies & Firms (RJSC)

• Once BIDA and Bangladesh Bank procedures are done, register the branch with the Registrar of Joint Stock Companies & Firms (RJSC) under Section 379 of the Companies Act.
• Submit: BIDA approval letter, certificate of incorporation of parent, MOA/AOA, address of branch, list of directors/representatives, etc.

Step 7: Tax Registration and Ongoing Compliance

• Obtain Tax Identification Number (TIN) for the branch in Bangladesh.
• Register for VAT if required (e.g., if turnover crosses threshold) with the National Board of Revenue (NBR).
• Ensure you keep proper accounting, audits, annual filings and maintain all regulatory approvals.

Timeline and Cost Snapshot

Timeline:

• BIDA application and approval: Typically ~2-3 weeks if documents are complete.
• The full end-to-end process (approval, remittance, bank, and RJSC registration) may take 50-90 days, depending on readiness.

Cost:

• A government fee of around BDT 25,000 is required for the permission letter.
• Inward remittance US$50,000 (not a fee, but required capital infuse).
• Legal, translation, attestation, and consultancy costs (vary by service provider).
  Given the potential ROI of accessing Bangladesh, many companies consider this a strategic investment.

What Activities Can a Branch Office Undertake?

A branch office can engage in commercial business activities once approved. This includes import/export, contracts, consulting, etc.
However, note: some activities may require additional licenses or regulatory approvals depending on the sector.
By contrast, a liaison or representative office may not carry out revenue-generating business. Thus, if you intend to trade, sell or revenue-generate you must ensure your branch approval covers that.

Major Risks and Pitfalls (and How to Avoid Them)

Risk 1: Incomplete/incorrect documentation
Many delays arise because documents (parent company MOA, AOA, audited accounts) are not properly attested or translated. Tip: ensure all documents are certified, translated (into English or Bengali if required), and attestations are done before submission.

Risk 2: Delayed inward funds
The US$ 50,000 inward remittance requirement can bottleneck progress. Plan this in advance — coordinate with your bank and Bangladesh bank account early.

Risk 3: Non-compliance later (tax, filings, renewal)
The initial registration is only part of the journey. If you miss tax filings, VAT registration, or the branch approval renewal you may face penalties or risk termination of approval.

Risk 4: Assuming branch office gives separate liability protection
Because a branch is not a separate legal entity, the parent company bears full liability. If you need liability protection, consider a wholly-foreign-owned subsidiary instead.

Frequently Asked Questions (FAQs)

Strategic Considerations for 2025 for Foreign Companies

• Bangladesh is growing rapidly — having a local presence via a branch office can give you access to markets, local talent and operations.
• Consider whether you want “just a branch” or whether you might benefit from a local subsidiary. If limiting liability is important, a subsidiary may be more suitable.
• Ensure you adapt to technology and digital processes: many submissions are now online via OSS portals. Staying ahead with proper digital document preparation helps.
• Factor in currency, repatriation, tax treaties and how your branch integrates with your global operations.
• Engage experienced local advisors in Bangladesh who are up to date with 2025 amendments and procedures. Don’t assume the rules are static.

What to do next?

If you are ready to expand into Bangladesh and need expert legal assistance to register your branch office swiftly and compliantly, our team at Dewey & LeBoeuf is ready to help. From document preparation, BIDA application, bank coordination and ongoing compliance monitoring — we will guide you every step of the way. Contact us now to schedule a consultation and receive the tailor-made roadmap for your branch office registration in Bangladesh in 2025.