Published on and written by Cyril Jarnias
Starting a business abroad is a dream for many expatriates. Among the rising destinations, Bangladesh is attracting more and more entrepreneurs, often discreet but highly strategic. Booming economy, young and inexpensive labor force, huge domestic market, aggressive tax incentives: the country ticks a lot of boxes for those who know how to proceed methodically.
This practical guide is designed for expatriates looking to set up a business in Bangladesh, whether for manufacturing, exporting, local sales, or establishing a service operation. Its goal is to help you understand the local environment, choose the right legal structure, navigate the administrative steps efficiently, and avoid costly mistakes.
Why Bangladesh Attracts Expatriate Entrepreneurs
Bangladesh is now one of the most dynamic economies in South Asia, with average GDP growth exceeding 6% for over a decade. The country has over 170 million inhabitants, a young population (median age 26), and an exploding domestic market driven by urbanization and the rise of a consumer middle class.
The authorities have adopted an ‘Open Door Policy’ to attract foreign investment. This unique framework in the region allows for 100% foreign ownership in most sectors, guarantees freedom of entry, operation, and exit, and offers a set of tax and customs incentives.
For an expatriate entrepreneur, three assets stand out particularly.
First, costs. Salaries are among the lowest in the region, but the cost differential goes beyond: rents, transportation, raw materials, and the cost of living remain reasonable. This enhances competitiveness in labor-intensive sectors (textiles, assembly, agro-processing) but also in services (BPO, IT development centers, regional back-office).
Bangladesh has over 170 million consumers and aims to become the world’s 9th largest consumer market.
Finally, geographical location. Situated between India, China, and Southeast Asia, Bangladesh is a gateway to a region of over 3 billion people. Investors looking to diversify outside China or get closer to their Asian markets see it as a relocation or complementary base.
Understanding the Institutional Ecosystem Before Starting
Before opening a bank account or drafting your articles of association, it is essential to map the public actors you will have to interact with. Bangladesh is a highly regulated, sometimes redundant environment where knowing who does what can save months of delays.
The key contacts are as follows.
The Bangladesh Investment Development Authority (BIDA) is the official entry point for private investment, both local and foreign. Established by a specific law in 2016, its mission is to promote, approve, and register investments, manage approvals for many structures (branch, liaison office, industrial projects), and issue essential recommendations for expatriate work permits. BIDA also manages an online one-stop service platform meant to centralize over a hundred procedures (licenses, permits, associated banking services…).
The Registrar of Joint Stock Companies and Firms (RJSC) is the official body, equivalent to the commercial registry, that oversees company formation. It is responsible for checking company name availability, registering constitutive documents (Memorandum of Association and Articles of Association), and issuing the certificate of incorporation. Any capital-based company, whether local or with foreign participation, must go through the RJSC for its legal registration.
The National Board of Revenue (NBR) is the tax authority. It handles Tax Identification Numbers (TIN), VAT registrations (BIN), corporate tax, VAT, withholding tax, and tax credit procedures under double taxation treaties.
The Bangladesh Bank supervises foreign currency flows, controls capital inflows and outflows, regulates currency conversion, and ensures compliance with repatriation operations (profits, dividends, and loan repayments).
Add to these specialized authorities: the Bangladesh Export Processing Zones Authority (BEPZA) for export processing zones (EPZ), the Bangladesh Economic Zones Authority (BEZA) for special economic zones (EZ), municipal authorities for trade licenses, the Department of Environment for environmental clearances, fire services for safety certificates, etc.
For an expatriate, the landscape can seem dense. The authorities have acknowledged it: a study counts up to 47 steps across 12 different institutions to complete an investment journey. Digitalization (BIDA’s one-stop service, RJSC portal) has already reduced some delays, but bureaucracy remains a reality to factor into your planning.
Choosing the Right Legal Structure: Subsidiary, Branch, Liaison Office
One of the most strategic choices for an expatriate entrepreneur is selecting the right legal form from the start. In Bangladesh, several options are open to foreigners, each with implications for liability, taxation, and flexibility.
The Private Limited Company, the Favorite Format for Expatriates
The Private Limited Company (often called “Ltd.” or LLC) is clearly the favorite structure for foreign investors and SMEs. It combines decisive advantages: limited liability for shareholders, a separate legal entity, well-codified governance, and, crucially, the possibility of holding 100% of the capital without a local partner in most sectors.
Practically, you need a minimum of two shareholders and two directors, with no nationality or residency requirement. The number of shareholders is capped at 50. On paper, the authorized capital can be very low – the law allows a symbolic amount in local currency – but authorities effectively impose a capital remittance requirement for 100% foreign-owned companies.
To obtain a recommendation from BIDA for a work permit, an investor generally needs to plan a capital contribution of at least 50,000 USD. This amount can rise to 100,000 USD for industrial projects. The funds must be transferred from abroad into a temporary bank account opened in the name of the future company, and this must be done before finalizing its incorporation.
The Private Limited Company is suitable if you want to:
– conduct full commercial activity (production, services, distribution, IT, consulting);
– hire local and expatriate staff;
– protect the parent company by ring-fencing risks;
– benefit from incentives in economic zones/EPZs through a local entity.
The Public Limited Company for Large-Scale Projects
The Public Limited Company (PLC) will mainly interest investors targeting large-scale operations, with potential access to the Dhaka or Chittagong stock markets. Here, the structure requires at least seven shareholders and three directors, again with no nationality or residency requirement.
The minimum capital is significantly higher, with a requirement for paid-up capital counted in millions of taka. Reporting, auditing, and governance obligations are more stringent. In return, a PLC can raise funds from the public via stock exchange listing and issue different types of securities.
For an expatriate, the PLC is relevant when the project targets infrastructure, energy, massive industrial operations, or when market entry is through an acquisition or restructuring of a listed player.
Branch Office and Liaison Office: Extending the Parent Company
Two other modes of presence are widely used by foreign groups: the Branch Office and the Liaison/Representative Office.
A branch is an extension of its foreign parent company and does not form a separate local entity. Its parent company is directly responsible for its commitments. It can engage in certain commercial activities (consulting, IT services, research, representation, import-export on behalf of the parent company) after BIDA approval, but cannot undertake local manufacturing activity, except by subcontracting it to a Bangladeshi company.
The liaison office, on the other hand, is strictly non-commercial. It serves as a communication relay, a market research platform, for promoting the parent company, coordinating technical or financial projects. It cannot invoice locally or generate revenue; all its expenses are covered by transfers from the parent company. This is often a formula adopted during the exploration phase, before opening an operational subsidiary.
The initial amount required to fund the operation of a branch or liaison office in Bangladesh is often around 50,000 USD.
Joint Ventures, Partnerships, and Franchising
The legal framework allows, in most sectors, for 100% foreign ownership. Yet, in practice, many expatriates choose a local partner, either through a Bangladeshi law joint-venture (Private or Public Limited Company with mixed ownership) or via distribution, agency, license, or franchise agreements.
Joint ventures offer several advantages: immediate access to distribution networks, local know-how, political connections, already obtained licenses, existing land and buildings. In some more sensitive or regulated sectors (banking, telecoms, energy, logistics services), the presence of a local shareholder can overcome informal obstacles and reduce the time to obtain permits.
In return, the expatriate entrepreneur brings capital, technology, know-how, brand, and sometimes access to third-party markets. The structure should be secured by a solid shareholders’ agreement, preferably with an international arbitration clause (the Arbitration Act and Bangladesh’s adherence to the New York Convention facilitate the enforcement of foreign awards).
Key Steps to Register a Private Limited Company
The majority of expatriates choosing to truly “establish” themselves in Bangladesh go through the Private Limited Company. The incorporation process follows a logical sequence that can, with good preparation, take three to six weeks.
1. Reserve the Company Name with the RJSC
First step: obtain approval from the registry for your future company’s name. This is done online via the RJSC portal.
You usually propose several names, the system checks for conflicts with existing names, and issues a “name clearance” valid for a limited time. Certain expressions are restricted or reserved (like “Bank”, “Insurance”, “Royal”), requiring specific approvals.
Fees remain modest at this stage. The main challenge is to avoid back-and-forth due to a name too close to an existing entity.
2. Draft the Memorandum and Articles of Association
The Memorandum of Association (MOA) and the Articles of Association (AOA) are the legal core of your company. The MOA sets the company’s objectives, capital structure, company liabilities, main activities, and any limitations. The AOA describes internal governance: board powers, director appointment procedures, rules for holding meetings, share transfer modalities, etc.
Even though the law provides general frameworks, customized work with a local law firm is crucial to address sensitive points like a shareholder’s exit, veto rights, pre-emption, or non-competition, thereby avoiding future conflicts.
Stamp duties are payable on these documents. Their amount varies based on the authorized capital, with rates and fixed fees provided by stamp legislation.
3. Open a Temporary Bank Account and Transfer Capital
For companies with foreign capital, banks require opening an account in the name of the company “in formation.” This account is usually non-operational until the company is officially registered.
Foreign shareholders then transfer the promised capital (for example, 50,000 USD for a standard project) from abroad. Once the funds are received and converted into local currency, the bank issues an “encashment certificate” attesting to the inflow of foreign capital.
This document is essential as it serves as proof of investment for the RJSC and BIDA. It is also required later by exchange control authorities to justify the right to repatriate profits and capital.
4. Submit the Complete File to the RJSC
Equipped with the name clearance, MOA, AOA, required forms (declaration by the founder, director consents, registered office address, list of directors), the encashment certificate, and proof of payment of registration fees, you submit your file via the RJSC portal.
The registration fees are calculated based on the authorized capital, according to a progressive scale. They remain, on an international scale, quite reasonable. Additional fees should be expected for certified true copies of the articles and director forms.
After review, which can take a few days to a week, the RJSC issues the Certificate of Incorporation, accompanied by certified copies of the MOA, AOA, and director information. From this moment, the company legally exists.
5. Manage Post-Incorporation Obligations
Incorporation is only the first step. To be operational, your business must obtain a number of registrations and licenses.
The Tax Identification Number (TIN) is mandatory and can be applied for free online from the NBR. It is usually issued almost instantly.
Obtaining a VAT number (Business Identification Number) is mandatory if your turnover exceeds a certain threshold or depending on the nature of your activity. Registration is free, but processing can take several days and may be followed by a visit from tax control services.
The trade license, issued by the City Corporation or Municipality of the location, is essential for any commercial activity. It is payable, with its amount depending on the type of activity and the company’s capital. It must be renewed annually.
Depending on your sector, you will then need to add additional licenses: environmental certificates, fire safety certificates, industrial permits, import/export registrations (IRC/ERC), membership in professional associations (e.g., BGMEA for textiles), factory licenses, etc.
Examples of Procedures and Basic Costs
To give you a concrete overview, here is a simplified table of the main procedures and their typical financial implications for a standard Private Limited Company.
| Step | Main Authority | Nature of Fees | Order of Magnitude (indication) |
|---|---|---|---|
| Name clearance | RJSC | Application fee | Low |
| Drafting MOA/AOA | Lawyer/Consultant | Legal fees | Moderate |
| Stamp duties | Tax authority | Fixed and proportional duties | Moderate |
| Company registration | RJSC | Fees based on authorized capital | Moderate |
| Account opening + capital transfer | Local bank | Bank fees, possible exchange fees | Low to moderate |
| Trade license | Local authority | Annual fee | Varies by sector |
| TIN / VAT (BIN) | NBR | Free (administrative) | 0 |
The exact amounts depend on your declared capital, your location (Dhaka, Chittagong, etc.), and the type of activity. But even including consultant fees, the setup remains competitive compared to many neighboring countries.
Economic Zones, EPZs, and Tech Parks: Amplifying Incentives
Bangladesh has heavily invested in creating zones dedicated to investors, with preferential tax regimes and logistical facilities.
The Export Processing Zones (EPZ) are managed by BEPZA and primarily reserved for export-oriented activities. A company established in an EPZ can benefit, among other things, from corporate tax exemptions for several years, eliminated or heavily reduced customs duties on the import of machinery and raw materials, and accelerated customs clearance procedures.
Under the supervision of BEZA, these zones offer a favorable framework for businesses, allowing for both production for the local market and export.
Tax holidays of 5, 7, or 10 years depending on the zone’s location, with exemptions from VAT and dividend tax in some cases.
Facilitated and priority access to essential infrastructure: electricity, water, roads, and sometimes fiber optics.
The Hi-Tech Parks specifically target technology companies (software, IT services, BPO, electronics, R&D). They offer lighter regimes, significant profit tax reductions, and often facilities regarding visas and work permits for foreign experts.
For an expatriate entrepreneur, integration into these zones offers several advantages: drastic reduction in the tax bill in the medium term, simplification of customs relations, better infrastructure quality, and sometimes a more efficient one-stop service than in the rest of the country.
What the Law Allows – and Does Not Allow – for a Foreigner
Legally, Bangladesh boasts one of the most liberal foreign investment regimes in the region. The principle is simple: what is not explicitly restricted or prohibited is open to 100% foreign capital.
The Foreign Private Investment (Promotion and Protection) Act guarantees protection against nationalization and expropriation, equal treatment with local entrepreneurs, and the possibility to repatriate capital, profits, and liquidation proceeds.
Several sectors are closed or strictly regulated for foreign investors. Activities reserved for the state include defense (weapons, ammunition), nuclear energy, security printing (banknotes, official documents), and certain forestry operations. Other sectors like telecommunications, oil, and banking impose foreign ownership caps or require specific approvals.
For an expatriate, it is therefore crucial to check the classification of your project very early on: a completely open sector, a restricted sector requiring additional approvals, or a closed sector where you need to position yourself differently (e.g., as a technology supplier or offshore service provider).
The issue of land ownership is also sensitive. Foreign investors generally cannot directly own agricultural land and face limits in acquiring certain categories of land. The prevailing practice is to acquire or lease real estate through a local company (the Private Ltd. you create), which allows circumventing formal blockages while remaining within the legal framework.
Corporate Taxation and Incentives: A Balance Between High Rates and Attractive Niches
Bangladeshi taxation is known to be heavy and sometimes unpredictable. Nominal corporate tax rates can rise above 25–30%, depending on the company type and sector. Significant withholding taxes exist on dividends, interest paid abroad, technical royalties, services rendered by non-residents.
But this raw picture hides another face: that of a system riddled with exemptions, holidays, and special regimes to attract foreign capital and steer investment towards certain sectors.
Several mechanisms are important to know.
The maximum duration of tax exemption granted by sectoral tax holidays for certain investment projects.
In sectors that do not benefit from tax holidays, a regime of accelerated depreciation allows writing off 80–100% of the value of equipment as depreciation in the first or first two years, which significantly reduces the taxable base at the start of operations.
Industries fully focused on export have access to a range of benefits: exemption or substantial reduction of duties on the import of machinery, spare parts, and sometimes raw materials, partial VAT exemptions, and cash incentives linked to export volume in certain sectors (textiles, leather, agro, IT, pharma, etc.).
Bangladesh has concluded bilateral tax treaties (DTA) with several dozen countries. These agreements allow for avoiding, partially or completely, double taxation on the same income. According to the specific terms of each treaty, it is possible to credit tax paid abroad against tax due in Bangladesh.
For expatriates, personal taxation also offers targeted advantages: temporary exemptions for highly qualified technicians in certain sectors, the possibility to transfer a large part (often up to 75%) of net salary abroad tax-free, and full repatriation of savings and pension benefits.
The key is therefore not just to “endure” the taxation, but to structure your project to fit into the most favorable boxes. This often involves trade-offs on location (special economic zone vs. classic setup), export/domestic orientation, investment timing, or group structuring (branch vs. subsidiary, intra-group service contracts, etc.).
Repatriation of Profits, Dividends, and Capital: What You Can Take Out of the Country
A decisive question for any foreign investor remains: will I really be able to take my money out?
The Bangladeshi legal framework, coupled with the role of the central bank, fully authorizes the repatriation of dividends, profits and, eventually, the invested capital, provided the rules were followed from the start.
Concretely, if your initial investment was registered as FDI via a formal bank transfer (hence the importance of the encashment certificate), you have, in principle, the right to repatriate net profits after tax and dividends to the parent company or your personal accounts abroad. In some cases, no prior authorization is necessary, with commercial banks processing transfers under the control of the Bangladesh Bank.
To limit tax optimization via royalties, measures exist: capping certain flows (percentage of turnover or fixed amount per contract/year), enhanced documentation to prevent base erosion, and in some sectors, incentives to reinvest part of the profits locally.
Upon liquidation of the company or branch, once all tax and social obligations are settled, the residual capital can also be repatriated. But the procedure involves producing many certificates (tax, banking, judicial) and requires patience.
To minimize surprises, it is recommended to work upfront with your local bank and a consulting firm that know the central bank’s red lines, and to ensure proper tracing of all financing operations (capital contributions, intra-group loans, intra-group service payments, etc.).
Obtaining Visas and Work Permits for Expatriates
Creating a structure in Bangladesh does not automatically give you the right to work or reside there. The country strictly distinguishes between an entry visa and a work permit.
The Business Visa allows you to come negotiate, explore, sign contracts, attend meetings. It does not authorize you to be employed by your own local company, nor to receive a Bangladeshi salary.
For that, you need an Employment Visa, backed by a work permit issued by BIDA (or BEPZA/BEZA if your company is located in a special zone). The procedure is managed by your Bangladeshi company, which must demonstrate that the position requires specific expertise unavailable locally.
For a company to sponsor a foreign employee in Bangladesh, it must meet several strict conditions. These include a maximum ratio of 20% foreigners in its workforce (i.e., a ratio of 5 local employees to 1 expatriate), a minimum capital investment (often set at 50,000 USD per sponsored foreign worker), as well as full compliance with tax and social obligations. Finally, the company and the employee must obtain a favorable security clearance from the Ministry of Home Affairs.
The work permit and visa are usually issued for one year renewable, with the possibility of a multiple-entry visa covering the entire contract duration. Spouses and children can obtain a Dependent Visa, which does not allow work but permits residence.
For an expatriate entrepreneur, this means that the timeline for launch must include the time to obtain BIDA recommendations, work permits, and visas, often on the order of a few weeks to a few months depending on the cases.
Promising Sectors for a Foreign Entrepreneur
One of Bangladesh’s major assets lies in the diversity of its expanding sectors. For an expatriate, certain areas particularly combine competitive labor, incentives, and growing demand.
Textiles and apparel remain the backbone of exports, accounting for over 80% of export earnings. The country is the world’s second-largest garment exporter. Opportunities are no longer limited to basic subcontracting: growth in the high-end segment, eco-friendly manufacturing, textile innovations, design and integrated logistics services, and the entire upstream ecosystem (textile machinery, dyes, specialty chemicals).
The IT sector benefits from a young and connected population, with several hundred thousand freelancers, over 80 million internet users, and a significant annual pool of engineering graduates. Areas like software development, BPO, fintech, edtech, and healthtech are booming, supported by tech parks and favorable public policies, targeting both Western and regional markets.
Agro-processing and agribusiness benefit from a strong agricultural sector and a domestic market seeking processed, packaged, hygienic products. Processing of fruits and vegetables, spices, seafood, cold chains, organic or halal labels, exports to diaspora markets favor well-designed projects.
The country has set ambitious targets to increase the share of renewable energy in its energy mix. This transition opens considerable prospects, particularly through the widespread adoption of domestic solar systems, the development of solar parks and wind projects, and waste valorization. These projects create opportunities for international partnerships, especially in technology and financing.
Other sectors like leather and footwear, plastics, light engineering, telecommunications, tourism, and the pharmaceutical industry (with a domestic market largely covered by local production and exports to over 150 countries) constitute as many potential niches, provided the specific regulatory constraints are well measured.
Business Culture: The Often Underestimated Dimension
Succeeding in Bangladesh does not depend solely on a good business plan or optimized tax structuring. The relational and cultural dimension is decisive.
The society is strongly hierarchical and collectivist. Status, age, family and professional position play a role in interactions. Decisions are rarely made in direct confrontation; apparent harmony and preserving “face” take precedence over frontal expression of disagreement.
Communication is often indirect. A “yes” may mean “I have heard” rather than acceptance. Explicit refusals are avoided and expressed through vague phrases like “we will see” or “it may be a little difficult.” It is essential to learn to interpret silences, hesitations, and what is left unsaid.
In business, personal relationships precede the transaction. Initial meetings serve more to assess trust, loyalty, value compatibility than to immediately settle contractual points. Shared meals, discussions about family, health, country of origin, local festivals are part of the relationship-building process.
Punctuality is valued, but delays, meeting interruptions, and last-minute postponements are frequent. Insisting aggressively on respecting schedules can be counterproductive. In this context, patience is as much an effective strategy as a necessary virtue.
For an expatriate, immersing oneself in these codes (without giving up one’s own integrity standards) is a long-term investment: it opens doors, facilitates conflict resolution, and helps limit misunderstandings that can sink an otherwise solid project.
Risks, Obstacles, and Ways to Manage Them
Not everything is simple in Bangladesh, far from it. Even though the environment is attractive on a macroeconomic level, several risks must be taken seriously by expatriate entrepreneurs.
Bureaucratic risk first. Procedures are numerous, sometimes poorly coordinated between administrations, with heavy documentary requirements. Delays in granting certain licenses, construction permits, environmental certificates are common. A realistic schedule must factor this in, and support from experienced local firms is almost indispensable.
Legal security for investments is guaranteed by law, but its practical application is complex. Courts are overloaded, disputes can last for years, and judgment enforcement is uncertain. It is therefore crucial to include international arbitration clauses in key contracts, carefully document all business relationships, and prefer, when possible, amicable dispute resolution methods.
The governance and corruption risk exists, as in many emerging countries. Reports of requests for illicit commissions to expedite files or obtain public contracts are legion. The temptation for a new entrant is to rely on a partner or agent “well-connected” to the authorities. Yet this dependence can become a heavy burden when political power changes or practices are challenged. The best defense remains a strict compliance policy, diversification of local contacts, and maximum transparency in internal procedures.
To deal with structural risks (fragile infrastructure, power cuts, transport congestion, climatic hazards, political tensions), it is imperative to design business continuity plans. These plans include, notably, the use of backup generators, supplier redundancy, safety stock, evacuation plans, and mapping of social risks on industrial sites.
Entry Strategies for an Expatriate: Acting in Stages
Beyond the choice of legal form, a progressive market entry strategy often helps limit risks and optimize resource allocation.
Many groups start by serving the Bangladeshi market from a regional office in another country (India, Singapore, the Middle East). They identify a local agent or distributor capable of selling, providing after-sales service, managing imports. This test phase allows validating demand, understanding the terrain, without exposure to heavy fixed investments.
After an initial foothold, opening a liaison office or branch allows getting closer to local clients and partners while limiting administrative complexity. This step facilitates deploying a small team on the ground, beginning to build a local corporate culture, and exploring opportunities in economic zones or industrial partnerships.
It is only in the third stage that opening a fully operational Private Limited Company, or setting up in a special zone, makes full sense, once the main risks have been identified and solid local contacts exist.
For an individual entrepreneur or a small team, an alternative solution may be to rely on a local Employer of Record (EOR) or Professional Employer Organization (PEO): these providers formally employ your staff in Bangladesh, handle payroll, social contributions, and compliance, while you manage the activity. This allows testing the market with local human resources without immediately creating an entity.
Conclusion: A Demanding Market, But Generous to Prepared Entrepreneurs
Creating your company in Bangladesh as an expatriate means accepting to enter a contrasting environment. On one side, an obvious economic potential, very competitive costs, a young workforce, a stated openness to foreign capital, and powerful tax incentives. On the other, a heavy administration, infrastructure still in need of improvement, a slow judicial system, and business practices sometimes distant from Western standards.
The Bangladeshi market is not suitable for impatient investors or those seeking quick gains without local anchoring. It does, however, reward entrepreneurs willing to invest time to understand its rules, build trust relationships with reliable partners, legally secure their operations, and adapt their offering to local expectations. This approach can transform Bangladesh into a profitable base, both for its domestic market and as a regional export platform.
The key is to approach this country not as a mere low-cost destination, but as a complete ecosystem, where long-term vision, compliance discipline, and cultural intelligence make all the difference between a project that stagnates and an establishment that prospers.
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Cyril Jarnias is an independent expert in international wealth management with over 20 years of experience. As an expatriate himself, he is dedicated to helping individuals and business leaders build, protect, and pass on their wealth with complete peace of mind.
On his website, cyriljarnias.com, he shares his expertise on international real estate, offshore company formation, and expatriation.
Thanks to his expertise, he offers sound advice to optimize his clients' wealth management. Cyril Jarnias is also recognized for his appearances in many prestigious media outlets such as BFM Business, les Français de l’étranger, Le Figaro, Les Echos, and Mieux vivre votre argent, where he shares his knowledge and know-how in wealth management.
