Expertise
Corporate & Commercial
Company incorporation, branches and liaison offices, shareholder and board matters, M&A due diligence, and ongoing compliance.
In short
Tuhin & Partners advises on the corporate life of a business in Bangladesh: incorporating a private or public limited company at the Registrar of Joint Stock Companies and Firms, setting up branch and liaison offices, shareholder and board matters, restructuring, and due diligence on acquisitions. Most foreign-owned entities in Bangladesh are private limited companies, and the firm handles both the formation and the continuing secretarial compliance that follows it.
Key takeaways
- Companies in Bangladesh are incorporated at the Registrar of Joint Stock Companies and Firms (RJSC) under the Companies Act 1994.
- A private limited company is the usual vehicle for foreign investment; branch and liaison offices are alternatives with narrower permitted activity.
- Incorporation is the start of the obligation, not the end — annual returns, board and shareholder records and statutory filings continue for the life of the company.
- Tuhin & Partners acts on formation, ongoing company secretarial work, and the due diligence behind share and asset transactions.
The Corporate and Commercial practice at Tuhin & Partners supports local and international clients in establishing and growing their businesses in Bangladesh, ensuring full legal compliance and operational efficiency.
Our services include
- Company incorporation, branches, and liaison offices under RJSC.
- Advising on shareholder rights and board procedures.
- Legal due diligence for mergers and acquisitions.
- Drafting and reviewing Memorandum and Articles of Association.
- Compliance, reporting, and restructuring support.
Common questions
Can a foreign national own 100% of a company in Bangladesh?
Yes. Bangladesh permits full foreign ownership in most sectors, and a wholly foreign-owned private limited company is a common structure. A small number of sectors are reserved or restricted, so the sector should be checked before the structure is fixed.
What is the minimum number of shareholders and directors for a private limited company in Bangladesh?
A private limited company requires at least two shareholders and two directors. A shareholder may be an individual or a body corporate, and directors do not have to be Bangladeshi nationals.
What is the difference between a branch office and a subsidiary in Bangladesh?
A subsidiary is a separate Bangladeshi company that can trade in its own right; a branch office is an extension of the foreign parent and may only carry on the activities its permission specifies. Branch and liaison offices need permission from the Bangladesh Investment Development Authority (BIDA), and a liaison office in particular cannot earn local income.
Do I need to be in Bangladesh to incorporate a company?
No. Incorporation can be completed with documents executed abroad and properly notarised and legalised. Bank account opening and some regulatory steps may still require an in-person attendance or a local authorised signatory.
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