Branch Office open in Bangladesh
Representative Office open in Bangladesh
The following papers & information are required to open branch office:
1. Government of Bangladesh (Ministry of Industries), BOI- Dhaka;
2. Bangladesh Bank, Dhaka;
2. Intended field of business in Bangladesh through proposed Branch Office;
3. Function of the principal company/firm in brief;
4. Date of operation of the proposed Branch Office;
5. Period for which permission is sought;
6. Proposed organizational set up of the company's Branch Office;
7. Initial approximate expenditure and operational expenses of the company's Branch Office and source and nature of inflow of money required for running the Branch Office for the purpose;
8. Certificate of Incorporation of the principal company and resolution of the Board of Directors to establish a Branch Office in Bangladesh, duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin
9. Power of Attorney given in favour of The Law Assistant duly notarized and authenticated by the High Commission of Bangladesh in the country of origin.
10. Memorandum and Articles of Association of the principal company, duly executed, notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin
11. USD 50,000 has to deposit in bank initially as rules of government of Bangladesh for inward remittance, Work Permit, Office expenses & so on.
2. Place of incorporation and registration of the principal company in the country of origin;
3. Name, address and nationality of the Directors of the principal company as well as their place of permanent residence;
4. Authorized and paid-up share capital of the principal company, both equity and preferential (if applicable);
5. Any share held in the principal company by Bangladeshi national or company registered in Bangladesh with full particulars (name of the shareholder, nationality, number and value of shares held);
6. Particulars of the activity (trading/commercial/industrial/consultancy) of the Principal Company;
7. Name and address of the Bangladeshi agent/representative if any (including nature of activities undertaken or the services rendered by Bangladeshi agent/representative and term including remuneration payable to agent/representative);
8. Source of finance to the Branch Office in Bangladesh;
9. Whether surplus earning, if any in Bangladesh, to be remitted abroad;
10. Whether any foreign personnel will be employed; if so, a list giving the names and nationalities of such persons, their designation, period of employment, for working in Bangladesh and particulars of government approval for their employment;
11. Certificate of Incorporation of the principal company, duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin-two copies including one original;
12. Memorandum and Articles of Association of the principal company, duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin - two copies including one original;
13. Resolution passed by the Board of Directors for establishment of branch/liaison office in Bangladesh duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin-two copies including one original;
14. Appointment letter of the local Manager/Branch Representative, if any, in the line of a Board Resolution duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin;
15. List of local employees if appointed;
Power of Attorney favouring the legal representative duly executed.
• You have to strictly follow foreign exchange regulations of government
• All operational , functional and establishment costs including salaries of the expatriates and local employees in your office will be met on receipt of remittance from abroad
• No outward remittance of any kind from Bangladesh sources will be allowed
• Quarterly return of any income and expenditure out of remittance from abroad shall have to be submitted to this Board , Dept Commissioner of Taxes , Companies Circle -17 and Bangladesh Bank
• No outward remittance of any kind from Bangladesh sources will be allowed
• You shall have to obtain security from the Ministry of Home, govt. of Bangladesh
• The company shall have to bring inward remittance of at least USD 50,000 within 2 (two) months from date of issue of permission letter as establishment cost and 6 months operational expenses. Failing which the company shall have to remit 5% additional amount for each month.
1. Government of Bangladesh (Ministry of Industries), BOI- Dhaka;
2. Bangladesh Bank, Dhaka;
Liason Office registration in Bangladesh
Permission from Government of Bangladesh (Ministry of Industries)
Permission from Board of Investemnt-BOI
1. Full name, address, telephone, fax numbers of the principal company, with country of origin;2. Intended field of business in Bangladesh through proposed Branch Office;
3. Function of the principal company/firm in brief;
4. Date of operation of the proposed Branch Office;
5. Period for which permission is sought;
6. Proposed organizational set up of the company's Branch Office;
7. Initial approximate expenditure and operational expenses of the company's Branch Office and source and nature of inflow of money required for running the Branch Office for the purpose;
8. Certificate of Incorporation of the principal company and resolution of the Board of Directors to establish a Branch Office in Bangladesh, duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin
9. Power of Attorney given in favour of The Law Assistant duly notarized and authenticated by the High Commission of Bangladesh in the country of origin.
10. Memorandum and Articles of Association of the principal company, duly executed, notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin
11. USD 50,000 has to deposit in bank initially as rules of government of Bangladesh for inward remittance, Work Permit, Office expenses & so on.
Permission from Bangladesh Bank
1. Full name, address, telephone, fax numbers of the principal company, with country of origin;2. Place of incorporation and registration of the principal company in the country of origin;
3. Name, address and nationality of the Directors of the principal company as well as their place of permanent residence;
4. Authorized and paid-up share capital of the principal company, both equity and preferential (if applicable);
5. Any share held in the principal company by Bangladeshi national or company registered in Bangladesh with full particulars (name of the shareholder, nationality, number and value of shares held);
6. Particulars of the activity (trading/commercial/industrial/consultancy) of the Principal Company;
7. Name and address of the Bangladeshi agent/representative if any (including nature of activities undertaken or the services rendered by Bangladeshi agent/representative and term including remuneration payable to agent/representative);
8. Source of finance to the Branch Office in Bangladesh;
9. Whether surplus earning, if any in Bangladesh, to be remitted abroad;
10. Whether any foreign personnel will be employed; if so, a list giving the names and nationalities of such persons, their designation, period of employment, for working in Bangladesh and particulars of government approval for their employment;
11. Certificate of Incorporation of the principal company, duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin-two copies including one original;
12. Memorandum and Articles of Association of the principal company, duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin - two copies including one original;
13. Resolution passed by the Board of Directors for establishment of branch/liaison office in Bangladesh duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin-two copies including one original;
14. Appointment letter of the local Manager/Branch Representative, if any, in the line of a Board Resolution duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin;
15. List of local employees if appointed;
Power of Attorney favouring the legal representative duly executed.
Liason Office registration in Bangladesh
What are the conditions given from BOI (normally) in case of opening branch office in Bangladesh BUT it varies upon activities & types of company?• You have to strictly follow foreign exchange regulations of government
• All operational , functional and establishment costs including salaries of the expatriates and local employees in your office will be met on receipt of remittance from abroad
• No outward remittance of any kind from Bangladesh sources will be allowed
• Quarterly return of any income and expenditure out of remittance from abroad shall have to be submitted to this Board , Dept Commissioner of Taxes , Companies Circle -17 and Bangladesh Bank
• No outward remittance of any kind from Bangladesh sources will be allowed
• You shall have to obtain security from the Ministry of Home, govt. of Bangladesh
• The company shall have to bring inward remittance of at least USD 50,000 within 2 (two) months from date of issue of permission letter as establishment cost and 6 months operational expenses. Failing which the company shall have to remit 5% additional amount for each month.
1. Why USD 50,000 is required in terms of Foreign Investment in Bangladesh ?
As rules of government , Foreign Investors have to deposit minimum USD 50,000 in terms of inward remittance, business Visa, foreign employment Visa, official expenses & other.2. Do the Foreign Branch office is Tax exampted or do not ?
Yes, Foreign Branch/ Representative/ Liason office is out of Tax Payer in Bangladesh but they need to submit Tax return ONLY, yearly.3. What is Encashment certificate? Is is necessary to incorporate the foreign company (100 own/ JV) ?
Yes. Encashment certificate is required to incorporate the foreign company in Bangladesh. Encashment certificate is issued by bank against PAID UP/ INVESTMENT amount of the company.4. What is the ratio of man power of Foreign Company (100% own, JV, Branch office) ?
1 : 5 , mean One Foreign Employee is equal of Five local employees.5. Is BOI permission required to start foreign business in Bangladesh?
No. it is not required always. BOI permission is required for PI & E Visa, remittance & others. But in case of Joint Venture (JV) company foreign investors can start business by incorporation certificate & Trade License.6. Can expatriate transfer the profit to the mother / own country from Bangladesh ?
Yes, they can do so by the approval of Bangladesh Bank.7. How longer takes time to complete all procedure of company formation?
Except branch/ rep/ liason office it takes almost 30 days to complete all procedure. Because all foreign applications are placed before the meeting of Board of Investment which usually held once in a month. All applications for permission of foreign branch office are placed before the meeting of BOI with all required documents for approval.8. How longer will be allowed to pay the amount of USD 50,000 after permission of Branch Office?
Almost 2 (two) months. If failed to bring the said amount in the period the applicants have to carry extra charge 5 % each month.9. Can branch office transfer the profit in mother country?
No. branch/ rep/ liason offices are not allowed to transfer any profit & branch offices are not allowed to do business in Bangladesh.Contact: email@sfconsultingbd.comwww.sfconsultingbd.comS & F CONSULTING FIRM LIMITED
Dhaka, Bangladesh
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