Corporate Secretarial ServicesEntity Setup & Support

Entity Setup Advisory & Corporate Structuring

The selection and formation of an entity can be surprisingly complex, and regulations, timeliness, costs and requirements can differ significantly. To get the most out of your business, choose the right type of entity to help maximize your chances of financial and operational success.

Our team of professionals can help you decide what form of a local entity is best suited to your needs and we are here to explain all options to you while highlighting associated risks to ensure a business setup in Bangladesh. Additionally, we regularly advise international investors on the optimum corporate structure for their business set up in Bangladesh.

The different entity options available in Bangladesh are:

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Sole Proprietorship

sole proprietorship business in Bangladesh can be started and conducted using only a trade license and does not constitute a separate legal entity therefore it is not distinct from the owner/proprietor. A sole proprietorship does not provide limited liability protection and owner’s personal assets are not protected from business risks. .

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Limited Company

There are two types of limited liability companies available under the Companies Act, 1994:

Private Limited Company

This is the most preferred form of business entity. There is no minimum paid up capital required but there needs to be a minimum of 2 shareholders and 2 directors. Bangladesh laws allow 100% foreign ownership (except for reserved industries) and there is no requirement for local directors.

Public Limited Company

This is usually used for a larger set up with view of potential public listing in the future. The requirements are similar to that of a private limited company with the exception of a minimum of 7 shareholders and 3 directors of any nationality.

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Partnership Firm

A partnership is a business structure where two or more partners start an entity to do business together. A partnership firm is formed under the Partnership Act, 1932. A partnership firm does not provide limited liability protection and partner’s personal assets are not protected from business risks.

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Local Office for Foreign Entity

There are three options between setting up a Branch Office, Representative Office or Liaison Office. There is minimal distinction between the three options with the primary difference being that a Branch Office is allowed to obtain waiver for restrictions on local commercial operations while the other two are restricted from such activities. The setup of such entities is vide Bangladesh Investment Development Authority (BIDA), which is also the primary regulator for such entities.

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