Best Investment & Business Structuring Lawyers in Bangladesh

About Investment & Business Structuring Law in Bangladesh

Investment and business structuring law in Bangladesh governs how a business is created, financed, and organized for operation. It includes company formation, ownership structures, corporate governance, and compliance with regulatory approvals. The framework also addresses cross border investment, repatriation of profits, and sector specific rules for special zones and incentives.

Key players include the Bangladesh Investment Development Authority (BIDA) for investment facilitation, the Registrar of Joint Stock Companies and Firms (RJSC) for company registrations, and the National Board of Revenue (NBR) for tax compliance. Understanding how these institutions interact helps investors meet legal requirements efficiently. This guide highlights practical steps, laws, and common questions for Bangladesh residents seeking investment structuring advice.

Note: The One Stop Service (OSS) initiative under BIDA centralizes multiple approvals to streamline investment processes.

Sources you can consult for official guidance include the BIDA website, the RJSC portal, and NBR resources. See official links at BIDA, RJSC, and NBR.

Why You May Need a Lawyer

Engaging a qualified corporate lawyer saves time and reduces risk when structuring investment in Bangladesh. Below are concrete scenarios where legal counsel is essential.

• Foreign investor seeks 100 percent ownership in a Bangladeshi entity and must navigate sector restrictions, licensing, and OSS eligibility. A lawyer can assess sector limits, prepare required documents, and obtain approvals from BIDA and RJSC.
• Transitioning a partnership into a private limited company to qualify for bank financing or export incentives requires drafting MOA and AOA, compliance with minimum capital requirements, and filing with RJSC. Legal counsel ensures board structure and shareholding reflect the intended control.
• You plan a cross border joint venture with a local partner and need a robust joint venture agreement, governance framework, and transfer pricing considerations. A solicitor can align the agreement with local law and tax rules.
• Your project requires environmental clearance and industry licenses. A lawyer coordinates applications with the Department of Environment, DoE, and other regulatory bodies to avoid delays.
• You need tax planning for incentives on export oriented activities, transfer pricing documentation, or treaty based relief. An attorney helps interpret the Income Tax Act, VAT rules, and relevant DTAA provisions with NBR.
• You are restructuring an existing Bangladeshi company for regulatory compliance, including annual filings with RJSC and updated corporate governance provisions. A legal professional ensures filings are timely and correct.

Working with a local attorney helps you understand jurisdictional nuances, deadlines, and procedural requirements that are specific to Bangladesh. A lawyer can also serve as your ongoing compliance partner, keeping you informed of changes in corporate, tax, and investment law.

Related authorities to consult with through a lawyer include BIDA for OSS processes, RJSC for registrations, and NBR for tax issues.

Source note: For authoritative guidance on investment facilitation and regulatory requirements, see official government portals: BIDA, RJSC, NBR.

Local Laws Overview

Bangladesh relies on several core statutes and regulations to govern investment and business structuring. Below are two to three key laws by name, with context on their scope and practical impact for investors.

• The Companies Act, 1994 - Governs incorporation, capital structure, share transfers, board composition, and annual filings for companies. It is the primary framework for establishing and restructuring corporate entities in Bangladesh. BD Laws can provide the official text and amendments.
• The Special Economic Zones Act, 2010 - Creates Special Economic Zones to promote foreign and domestic investment with sector specific incentives. Businesses operating within a zone may benefit from streamlined approvals and favorable regulatory treatment. BD Laws lists the act and amendments.
• The Bangladesh Investment Development Authority Act, 2010 - Establishes BIDA to promote and facilitate investment, including the One Stop Service for project approvals. The act defines regulatory powers and processes relevant to foreign and local investment. BD Laws provides the formal text.
• The Income Tax Act, 1984 - Governs corporate taxation of resident and non resident entities, withholding taxes, and reliefs for certain investments. Tax planning and incentives for exporters or special zones operate under this framework. See NBR resources for practical guidance: NBR.
• The Value Added Tax Act, 1991 - Sets the framework for VAT on goods and services, including registration, filing, and compliance for businesses. See NBR for VAT administration and updates.

Authoritative sources: Official guidance on these statutes is available at BD Laws, BIDA, and NBR.

Frequently Asked Questions

What is the difference between a sole proprietorship and a private limited company?

A sole proprietorship is owned by one person and offers no separate legal personality. A private limited company is a distinct legal entity with limited liability for shareholders and separate governance. The latter requires registration with RJSC and compliance under the Companies Act, 1994.

How do I register a private limited company in Bangladesh?

Prepare MOA and AOA, choose directors, and file with RJSC along with required documents. After verification, you receive incorporation of the company and a registration number. You may then pursue bank account opening and license applications.

When can a foreign investor own 100 percent of a Bangladeshi company?

In some sectors, foreign ownership is allowed up to 100 percent under OSS requirements or sector specific rules. Comply with BIDA approvals, and ensure alignment with sector licenses and impact assessments where applicable. Some sectors retain local equity or licensing prerequisites.

Where do I apply for the One Stop Service for investment in Bangladesh?

The OSS is coordinated by BIDA to streamline approvals. Applications are typically submitted through BIDA and may involve harmonized steps across multiple agencies. Check BIDA's OSS portal for current guidelines and timelines.

Why should I hire a corporate law attorney for investment structuring?

A corporate lawyer provides sector knowledge, contract drafting, and risk assessment tailored to Bangladesh. They help with MOA/AOA drafting, regulatory filings, and ensuring compliance with tax and employment laws. This reduces delays and compliance risk.

Do I need to appoint a local director for a Bangladeshi company?

Most private limited companies require at least two local directors under the Companies Act, 1994, depending on the structure. A local director helps with regulatory compliance and governance responsibilities. Consult a lawyer to fit your ownership plan with statutory requirements.

Is there a timeline for company registration in Bangladesh?

Registration typically takes 1-3 weeks after submission of complete documents. Delays can occur if documents are incomplete or if sector approvals are required first. A lawyer can help pre verify documents to minimize delays.

Can I get tax incentives for export oriented units in Bangladesh?

Export oriented units may qualify for tax incentives and exemptions under the Income Tax Act and related schemes. Eligibility depends on sector, export performance, and compliance with regulatory requirements. A tax advisor can map incentives to your business plan.

Should I register for VAT with NBR before starting operations?

Yes. VAT registration is generally required for businesses providing taxable goods or services. Early registration helps avoid penalties and ensures proper invoicing. A local accountant can handle filing and compliance with NBR guidelines.

Do I need transfer pricing documentation in Bangladesh?

Related party transactions may require transfer pricing documentation under applicable tax rules. Proper documentation supports tax positions and may be required during audits. Work with a tax professional to prepare contemporaneous TP reports.

How much does it cost to register a company in Bangladesh?

Costs include government filing fees, publication costs, and professional fees for legal services. Fees vary by authorized capital and service package. A lawyer can provide a detailed estimate after reviewing your planned structure.

What is the typical timeline for environmental clearance for industrial projects?

Environmental clearance depends on project scale and impact assessments. Small projects may require faster reviews, while larger or high impact projects take longer. Your lawyer can coordinate DoE submissions and monitor progress.

Additional Resources

• Bangladesh Investment Development Authority (BIDA) - Facilitates investment, coordinates OSS, and provides guidance on regulatory approvals. Official functions include investment promotion, policy advocacy, and investor services. BIDA
• Registrar of Joint Stock Companies and Firms (RJSC) - Official registry for company incorporation, amendments to MOA/AOA, and annual filings. It handles corporate registrations and related compliance. RJSC
• National Board of Revenue (NBR) - Administers tax policy, VAT collection, and related compliance for businesses operating in Bangladesh. NBR

Next Steps

1. Define your investment objective and preferred corporate structure (foreign subsidiary, local company, or branch), then identify sector specific rules that apply to your project.
2. Gather initial documents including ownership details, proposed share structure, and basic financials; prepare a high level business plan for regulatory review.
3. Engage a qualified Bangladeshi corporate lawyer to assess sector eligibility, draft key documents, and plan regulatory submissions.
4. Submit registration documents with RJSC and begin necessary OSS applications with BIDA for approvals and licenses.
5. Coordinate with tax and accounting professionals to set up NBR registration, VAT treatment, and initial tax planning strategies.
6. Implement ongoing compliance plans, including annual filings, board governance, and regulatory reporting, with periodic legal review.