How to Register a Liaison Office in Bangladesh (2025)

A liaison office in Bangladesh is a non-commercial entity set up by foreign companies to act as a communication bridge between the parent company and local stakeholders. Unlike branch offices, a liaison office cannot earn revenue; instead, it focuses on promoting trade, market research, and supervising operations. The registration process begins with approval from BIDA. For legal guidance and full support, Kazi Law Chamber, the best law firm in Dhaka, helps clients establish the best liaison office in Bangladesh smoothly and compliantly.

Registration Process with BIDA

The process of setting up a liaison office in Bangladesh starts with approval from BIDA. Kazi Law Chamber, the best law firm in Dhaka, ensures smooth registration of the best liaison office in Bangladesh with full legal support.

Step 1: Obtain BIDA Approval

The first and most critical step is obtaining approval from BIDA. The parent company must submit a detailed application via the BIDA web portal, accompanied by government fees for processing.

Documents Required for BIDA Approval

·  Incorporation Certificate of the foreign company

·  Memorandum and Articles of Association (translated and attested)

·  Audited financial statements of the foreign company (last two years)

·  Board resolution for setting up the liaison office

·  Details of shareholders and directors

·  Declaration of activities for the parent company and proposed liaison office

·  Authorization letter for the consultant handling the process

·  Application Form and Government Fees: A fee of BDT 25,000 (Twenty-five thousand) is required, which must be paid via bank payment order. The original copy of the payment order must then be submitted to BIDA to obtain permission for establishing a liaison office in Bangladesh.

To set up a liaison office in Bangladesh, all required documents must be certified either by the Bangladesh Embassy or High Commission in the company’s home country, or by the top Chamber of Commerce there. After reviewing the documents, BIDA sends them to the Inter-Ministerial Committee. This committee may request extra information or a presentation if needed. They meet twice a month, and if satisfied, they approve the liaison office. The process usually takes about a month.

The official approval letter from BIDA is the main legal proof to operate as a liaison office. It stays valid for 3 years. To avoid issues, renewal must be applied for at least 2 months before expiry. Kazi Law Chamber, a renowned and best law firm in Dhaka, offers complete legal support in Dhaka to ensure a smooth setup and renewal process for your liaison office.

Step 2: Open a Bank Account

A liaison office in Bangladesh must open a local bank account within two months of BIDA approval and receive a minimum remittance of $50,000 from its parent company to meet initial expenses. If delayed, an additional 5% penalty applies. For smooth financial setup and compliance, Kazi Law Chamber, a corporate lawyer in Dhaka and one of the best law firms in Dhaka, provides expert legal services in Dhaka.

Step 3: Obtain Bangladesh Bank’s (Central Bank) Approval

In 2015, the Bangladesh Parliament amended the Foreign Exchange Regulations Act of 1947, which led to the removal of the Bangladesh Bank’s 18B approval requirement. As per the new regulation, any Branch Office, Liaison Office in Bangladesh, or Representative Office must report to Bangladesh Bank within 30 days of receiving permission from the Bangladesh Investment Development Authority (BIDA). This step is mandatory and failing to comply may result in regulatory actions. For foreign companies setting up offices in Bangladesh, understanding and fulfilling these obligations is essential, and consulting a commercial lawyer in Dhaka or the best law firm in Dhaka, like Kazi Law Chamber, is strongly advised for accurate compliance.

Additionally, the amendment grants the government or Bangladesh Bank the authority to require any Bangladeshi resident to repatriate foreign exchange holdings, foreign securities, immovable property, or overseas business interests, such as industrial or commercial undertakings or companies owned or managed abroad. These changes significantly impact individuals and businesses involved in international operations. To navigate the complexities of foreign exchange law in Bangladesh and receive proper legal advice in Dhaka, foreign investors and residents should seek expert assistance from experienced professionals like those at Kazi Law Chamber.

Step 4: Registering with the RJSC

Once approvals from both Bangladesh Bank and the Bangladesh Investment Development Authority (BIDA) are received, the liaison office in Bangladesh must complete registration with the Registrar of Joint Stock Companies and Firms (RJSC). This requires submitting several documents, including the BIDA Letter of Approval, Bangladesh Bank’s approval letter, a certified copy of the parent company’s memorandum and articles of association or statutory documents, full address of the registered or principal office, list of directors and secretary (if any), names and addresses of authorized representatives residing in Bangladesh to accept legal documents, and the full address of the company’s main business location in Bangladesh. For a smooth and legally compliant process, companies are advised to consult with Kazi Law Chamber, recognized as one of the best law firms in Dhaka and a leading provider of corporate legal services in Bangladesh.

Advantages of a Liaison Office

• Ease of Setup: Liaison offices do not require the formal incorporation of a private limited company, making the setup process simpler and more cost-effective.
• Low Operational Costs: Since a liaison office cannot engage in profit-making activities, its operational expenses are relatively lower, and the parent company covers all costs.
• Market Exploration: A liaison office can serve as a preliminary step for companies exploring market opportunities in Bangladesh without committing to full-scale operations.
• Facilitating Trade: The office can focus on building trade relationships, conducting feasibility studies, and establishing technical and financial cooperation with local businesses.

Limitations of Liaison Office Compared to a Branch Office

While a liaison office offers several advantages, it comes with certain limitations, particularly when compared to a branch office:

· No Revenue Generation: A liaison office is prohibited from engaging in any income-generating activities, unlike a branch office, which can conduct business activities, including signing contracts and earning revenue.

· Limited Scope: The activities of a liaison office are restricted to communication, coordination, and market research, whereas a branch office can engage in a broader range of business functions.

· Operational Restrictions: Liaison offices cannot enter into legally binding agreements or engage in technical assistance or shipping operations within Bangladesh. A branch office has more freedom in this regard, with the ability to conduct full-fledged operations, subject to BIDA approval.

A liaison office in Bangladesh offers a relatively simple registration process, making it ideal for foreign companies to explore the local market and build initial business relationships. However, since a liaison office cannot generate revenue, companies with plans for broader commercial activities may prefer establishing a branch office in Bangladesh instead. The choice between a liaison office and a branch office depends on the company's strategic goals and plans. For proper legal guidance on selecting the right structure, companies can consult Kazi Law Chamber, widely regarded as the best law firm in Dhaka for corporate legal matters.