General description of Liaison Offices

A liaison office is commonly registered or formed within a country simply to maintain contact with the resources of that country, while its parent company remains within the country. The license merely authorizes the company to operate in Bangladesh in the capacity of a liaison between the parent company and its agents or distributors. It cannot generate any income or make any profits. A branch office, on the other hand, after being registered, can earn income with the approval of respectable authorities in Bangladesh.

Virtual Office Platform

Business entities offering a presence in Bangladesh without directly conducting operations in the country are called liaison offices or representative offices.

Bangladesh Investment Development Authority (BIDA) approval for the establishment of a liaison office is necessary.

The liaison office and the branch office are almost identical. The liaison office cannot earn any income or perform any business activities.

A Branch Office, however, may do so if it obtains the appropriate authorization. We have provided instructions for setting up a branch on this website. A company or subsidiary in Bangladesh that has been incorporated legally can run full-fledged operations.

  • Liaison offices must comply with the following basic requirements in order to be established:
    • There is a foreign company registered outside Bangladesh that wants to establish a liaison office in Bangladesh.
    • The Liaison Office shall have a name that corresponds to the name of the international
    • The Memorandum and Articles of Association of the international company govern the shareholders, the corporation’s structure, and its operations. There is no separate agreement and articles of association for the Liaison Office.
    • Bangladesh’s Liaison Office must have an email address.
    • Bangladesh would not be able to generate income from the Liaison Office.
    • Companies abroad are responsible for the expenses associated with setting up and maintaining subsidiaries.
    • Having a bank account.
    • USD 50,000 or equivalent as projected initial establishment costs and 6(six) months operating costs of the Liaison Office shall be remitted back to Bangladesh within 02(two) months following issuance of the BIDA permission
    • The other types of business licenses include industrial licenses, tax registrations (ETINs), etc.
    • A registration fee of 25.000 BDT is required.
    • Bangladeshi Joint Stock Company registration.
    • Foreign workers’ visas.
    • The corporate income tax and sales VAT should be paid by a branch engaged in commercial activities.
    • There are also other taxes and taxes laws, such as withholding, filing returns, etc, which the Branch must comply with, regardless of the activities it performs.

A step-by-step guide on how to set up a Liaison Office in Bangladesh

  1. Permission from the BIDA

Bangladesh Investment Development Authority (BIDA) must approve the establishment of a Liaison Office. What must be done to obtain permission from BIDA? Documents listed below must accompany a completed application form from the foreign investor. To ensure that the documents are attested, the Bangladesh Embassy/High Commission or the Apex Chamber of Commerce must be contacted.

Documents

The documents (four copies each) that must be submitted to BIDA are:

  • Apply from a prescribed form, duly completed, signed, and sealed,
  • Memorandum of Association and Articles of Association of the principal Company.
  • Documentation of the company’s incorporation.
  • Names and nationalities of the principal company’s directors/promoters.
  • Liaison office to be opened in Bangladesh by a board resolution.
  • The audited accounts of the primary company for the last financial year.
  • A projected office organogram showing which positions will be filled by local and expatriate employees.
  • An overview of the proposed activities on the Company letterhead.

Obtaining permission costs money

There is a fee of BDT 25,000 (twenty five thousand take only) that has to be deposited with BIDA before a Liaison Office can be established. You can make a deposit at any Bangladesh Bank branch or Sonali Bank branch.

Time

The average time it takes to submit and receive approval is one month.

Validity of the license

The license/permission of BIDA for a Liaison Office will be valid for 3 (three) years. You must apply for renewal or extension two (2) months before the current term expires. Again, the renewal will be handled by BIDA.

  1. Opening a Bank Account

Once the BIDA approves your application, you will need to open an account in any bank in  Bangladesh. An account with a bank is needed at this stage since the country must receive an inward remittance of US$ 50,000 (fifty thousand dollars) or more.

The process should be completed within two (two) months of the date on which the BIDA permission is issued.

  1. Approval by Bangladesh Bank

Bangladesh has amended the Foreign Exchange Regulations Act 1947 recently. We have removed the requirement of 18B approval from Bangladesh Bank. According to the amendment, the Liaison office must inform the Central Bank of Bangladesh after receiving approval from BIDA. After approval, such a report should be prepared in 30 (thirty) days.

  1. Registration with the RJSC

Finally, after receiving approval from both Bangladesh Bank and BIDA, the last step is to register the Liaison office with RJSC.

Documents required by RJSC

  • Approval letter from Bangladesh Bank and BIDA.
  • A certified copy of the memorandum of association and the articles of association are also required.
  • An address for the company’s principal or registered office.
  • List of the company’s directors and secretary (if any).
  • An address and name of the Bangladeshi who will represent the business when it processes or accepts documentation.
  • Addresses of the company’s offices in Bangladesh.
  • This will complete the formation of the Liaison Office in Bangladesh.

To get the permission for opening the Liaison office in Bangladesh, you must pay BDT 25,000 (Twenty-Five Thousand) by bank payment order, and you must send the original copy of the payment order to BIDA.

COMPANY ADVICE

During the Liaison Office Set Up Process in Bangladesh, CLP’s lawyers and advocates in Gulshan, Dhaka, Bangladesh, have a lot of experience in handling company matters.  For legal assistance or questions, contact us at the following address:

E-mail:info@callcenter.com.bd

Address: House 37, Avenue 1,Block B, Section11  ( 3rd Floor)

Pallabi,Mirpur, Dhaka-1216