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:
A 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. .
There are two types of limited liability companies available under the Companies Act, 1994:
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.
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.
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.
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.
Corporate secretarial and compliance roles are key in most jurisdictions and local regulations are often complex and challenging. Our corporate secretarial services ensure that you can avoid maintaining an expensive secretarial team in your local office and be sheltered from the associated compliance risks. Our proactive approach to secretarial & compliance support means we provide early warnings for approaching filing deadlines, meeting requirements and other associated activities. We provide your organization with up to date corporate governance changes tailored to local regulations and requirement. We are here to ensure our global clients that their local operations are compliant with statutory company secretarial and other associated compliance obligations at the Registrar of Joint Stock Companies and Firms (RJSC), Bangladesh Investment Development Authority (BIDA), City Corporation (CC) and any other relevant authority.
We specialize in assisting new business and existing business in obtaining/renewing/amending various local registrations, licenses, and corporate secretarial filings.
With increasing regulations and introduction of new standards, Finance Departments will feel the need for enhanced scrutiny and specific local knowledge to ensure compliance requirements are met. By engaging a third party with your accountancy and finance functions, these risks can be mitigated while your management and resources can be focused on value adding and core business activities.
The administration of payroll services can be surprisingly complex and challenging. Our HR and Payroll Management Services ensure clients can focus on business strategy while we take care of all payroll management, taxability, and other country specific issues. Outsourcing to us will save costs by reducing manpower and infrastructure requirements.
In light of increasingly complex tax laws, it is important to plan well in advance to avoid surprises and take advantage of tax benefits in the long run. Tax planning is best developed in advance. However certain transactions are often undertaken without proper tax planning in which case the ultimate risk must be identified and minimized.
Tax is the single biggest compliance burden and concern for businesses globally. Regulators are constantly increasing tax rates, scrutiny and legislation to ensure higher state earnings. Consequently, businesses must ensure complete/absolute compliance with local regulations to avoid such reprimand.
We help clients formulate their corporate strategy enabling them to build more effective organizations, reduce costs and increase scope for technological intervention. We assist clients in evolving to meet changing industry trends and management focus. In the long run, we remain closely associated with guiding our clients to achieving their business strategy by innovating, cutting costs, managing risk, leveraging talent and changing the way they do business.
Pressing business needs often results in founders/business sponsors neglecting local compliance for the initial few years of operations. In today’s integrated business environment, this is often not sustainable due to regulatory intervention, compliance requirements set by investors, lenders, banks etc. We are able to step in and perform in-depth compliance due diligence, prepare strategy for catch up compliance and assist client in preparation, filing and resolution of all pending activities. Our team is able to turnaround such catch up compliance assignments quickly and effectively enabling businesses to move onto the next level. Our catchup compliance service covers all aspects including:
We bring our foreign and local client’s extensive transaction and integration expertise, deep local knowledge and a network developed over 2 decades of working with corporate houses in Bangladesh which have resulted in numerous successful M&A deals.