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Setting Up of Branch or Liaison Office in Bangladesh

What is a Branch office/Liaison office? 

“A location, other than the main office, where business is conducted. Most branch offices are comprised of smaller divisions of different aspects of the company such as human resources, marketing, accounting, etc. A branch office will typically have a branch manager who will report directly to, and take orders from, a management member of the main office”. 

Permission of Board of Investment (BOI) will be required in order to set up a Branch office/Liaison office/ Representative office and the foreign investor intending to set up a Branch office/ Liaison office/ Representative office is required to submit application in the prescribed form along with the following documents, which must be attested by the Bangladesh Embassy/High Commission of the country of origin or Apex Chamber of Commerce of the country of origin:

  • Prescribed application form, duly filled in, signed and sealed,
  • Memorandum of Association (MoA) and Articles of Association (AoA) of the principal Company;
  • Certificate of Incorporation of the principal Company:
  • Name and nationalities of the directors/promoters of the principal Company;
  • Board resolution to open a Branch/Liaison/Representative office in Bangladesh;
  • Audited accounts of the last financial year of the principal company;
  • Proposed organogram of the office showing the posts to be occupied by expatriates as well as local personnel;
  • List of activities of the proposed office on the Company letterhead.

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As per the BOI Guidelines, the establishment procedure of Branch office, Liaison office and Representative office is more or less same.

It must be noted that for issuing the permission letter the company will have to deposit the fee of BDT 25,000. This amount will have to be deposited in any branch of Bangladesh Bank or Sonali Bank through Treasury Chalan. 

The Applicant will have to present all the original copies of documents to BOI after submitting the application. An authorized person will have to submit all the documents and must also have the letter of authorization with the other documents. 

The volume of documents required to be submitted to BOI to seek the license to set up Branch or Liaison Office may appear to be hefty, but the procedure itself is not complicated or very time consuming. The Applicant would have to collect the relevant information from the Website or BOI office. After that he/she would have to sign up for online account and fill up the required information as set out by BOI. If BOI can comprehend that the submitted documents are satisfactory and the applicant has submitted all the mandatory documents appropriately, then BOI will issue online Payment-Approval. After the approval is given, the applicant will have to upload the copy of Challan. Overall, the processing time for issuing the License would officially take 15 (fifteen) days, however it will depend on the Inter Ministerial Meeting as well as to how much time it will actually take. 

The License to set up Branch Office would be valid for a span of 3 (three) years, after which the license would have to be renewed by applying to BOI. 

Previously the procedure for applying to seek approval from BOI for setting up a Branch Office was monotonous as the tasks were done completely manually. Now that the process has been reversed and dragged down to being done online – the process has become totally comprehensive. It can be assumed that Investors who are interested to invest in Bangladesh have become more comfortable with completing these formalities online, and the changes made to the procedure by making it online was helpful for them. 

 

How to Incorporate or Register a Company in Bangladesh

Foreign investment in Bangladesh via Branch/Liaison office in Bangladesh