A Comprehensive Guide for Foreign Company Doing Business in Bangladesh

foreign company doing business in bangladesh
Author: Shibli zaman | January 15, 2025

Bangladesh has rapidly emerged as a key destination for foreign companies doing business in Bangladesh, attracting investors and enterprises worldwide. With its strategic geographical location in South Asia, a growing economy, and a young, skilled workforce, the country offers significant opportunities for foreign companies to thrive. Sectors such as textiles, manufacturing, IT, and renewable energy have seen robust growth driven by government incentives, including tax holidays and simplified regulatory frameworks.
Understanding the local legal and regulatory framework is crucial for any foreign company doing business in Bangladesh. The Bangladesh Investment Development Authority (BIDA) is pivotal in facilitating foreign investment, offering streamlined processes and guidance. Business structures like wholly foreign-owned subsidiaries, joint ventures, and representative offices allow flexibility for companies entering the market.
However, challenges such as bureaucratic hurdles, infrastructure limitations, and cultural differences must be addressed for long-term success. Foreign businesses can overcome these obstacles by forming strategic local partnerships, customizing offerings for the Bangladeshi market, and complying with labor and tax regulations.
With its growing consumer market and improving business environment, Bangladesh continues to be an attractive option for foreign companies looking to expand. Explore the possibilities with S. Rahman & Co., your trusted partner in navigating this dynamic market.

Why Bangladesh?

Bangladesh, with a population exceeding 160 million people, is one of the most populous countries in the world. Its growing economy, low labor costs, and increasing consumer demand give foreign businesses a wealth of opportunities. Here are some key reasons why Bangladesh is an attractive destination for foreign companies:

  1. Economic Growth: Bangladesh has consistently maintained impressive GDP growth rates, driven by sectors such as textiles and garments, agriculture, services, and manufacturing. The country’s rapid industrialization and expanding middle class make it an appealing market for foreign businesses.
  2. Strategic Location: Located in South Asia, Bangladesh shares borders with India and Myanmar, with easy access to the Bay of Bengal. This geographic advantage makes it an ideal gateway for businesses accessing regional markets, including India, Southeast Asia, and beyond.
  3. Favorable Demographics: Bangladesh has a young and growing workforce, with a median age of around 27 years. This demographic provides a large labor pool, making it an attractive destination for labor-intensive industries such as textiles, garments, and manufacturing.
  4. Incentives for Foreign Investment: The Bangladeshi government offers various incentives to foreign investors, including tax holidays, exemptions from duties, and relaxed foreign ownership restrictions in specific sectors. These incentives promote economic growth and increase foreign direct investment (FDI).
  5. Growing Consumer Market: The country’s middle class is expanding rapidly, driving demand for consumer goods, services, and technology. With a large, youthful population, foreign companies can tap into a market increasingly seeking modern products and services.

Legal Framework for Foreign Businesses in Bangladesh

To establish a business in Bangladesh, foreign companies must navigate a well-defined legal framework. The government has enacted several policies to attract foreign investment while ensuring that foreign companies comply with local laws and regulations.

  1. Investment Laws: The Bangladesh Investment Development Authority (BIDA) is the primary government body responsible for promoting and facilitating foreign investment. The Bangladesh Investment Policy 2021 encourages foreign investments by offering tax holidays, exemptions from customs duties on equipment imports, and access to special economic zones (SEZs).
  2. Foreign Exchange Regulations: Foreign companies can remit profits, dividends, and royalties abroad, subject to compliance with Bangladesh’s foreign exchange regulations. The Bangladesh Bank, the central bank, oversees foreign exchange transactions and ensures that they align with national policies.
  3. Business Forms: Foreign companies can establish operations in Bangladesh through various business structures, such as:
    • Wholly Foreign-Owned Companies (WFOCs): A foreign company can set up a 100% owned subsidiary in Bangladesh, subject to sector-specific restrictions.
    • Joint Ventures: Foreign businesses can join with local partners to benefit from local knowledge and resources.
    • Representative Offices: These offices are typically set up for market research, promotion, and liaising with local partners but are not allowed to engage in direct business activities.
  4. Company Registration: Registering a business in Bangladesh involves several steps, including obtaining a Trade License from the local city corporation or municipal authority, registering with the Registrar of Joint Stock Companies and Firms (RJSC), and acquiring a tax identification number (TIN) from the National Board of Revenue (NBR).
  5. Labor Laws: Foreign companies must adhere to Bangladesh’s labor laws, which cover employee rights, wages, working hours, health and safety, and social security contributions. Labor unions are active in specific sectors, and businesses must ensure compliance with all relevant regulations to avoid disputes.
  6. Taxation: The corporate tax rate for foreign companies in Bangladesh is generally set at 25%, although there are exceptions and incentives for specific industries, such as the information technology sector. Bangladesh also has a VAT system; companies must register for VAT if their annual turnover exceeds a certain threshold.

Challenges for Foreign Companies in Bangladesh

While Bangladesh offers significant opportunities for foreign businesses, several challenges need to be addressed:

  1. Bureaucracy and Regulatory Challenges: Despite efforts to streamline business processes, foreign companies often face bureaucratic hurdles when setting up operations in Bangladesh. Delays in obtaining permits, licenses, and approvals can slow down the process of establishing a business.
  2. Infrastructure Issues: Bangladesh’s infrastructure, including transportation, energy, and logistics, can be challenging for foreign companies. The country has made progress in recent years, but issues such as traffic congestion, power shortages, and inadequate logistics networks can still present difficulties for foreign companies.
  3. Corruption: Corruption remains a concern in Bangladesh, and foreign companies must be vigilant in their dealings with government officials and local partners. Transparency International’s Corruption Perceptions Index (CPI) consistently ranks Bangladesh one of the more corrupt countries globally.
  4. Legal and Dispute Resolution: The legal system in Bangladesh can be slow and cumbersome, with frequent delays in the resolution of commercial disputes. Foreign companies may find it difficult to enforce contracts and resolve disputes without a robust legal framework.
  5. Cultural Differences: Foreign companies must adapt to the local business culture in Bangladesh, which can differ significantly from Western norms. Building strong relationships with local partners, understanding the role of personal connections, and respecting local customs are essential for success.

Strategies for Success in the Bangladeshi Market

To succeed in Bangladesh, foreign companies must adopt strategies tailored to the local market. Here are some key approaches:

  1. Local Partnerships: Forming joint ventures or partnerships with local businesses can help foreign companies navigate the regulatory environment, access local networks, and gain insights into consumer preferences. Local partners can also assist with distribution, marketing, and logistics.
  2. Market Research: Conducting thorough market research is essential to understanding consumer behavior, identifying trends, and assessing competition. Foreign companies should invest in market research to develop products and services that meet the needs of Bangladeshi consumers.
  3. Customization of Products and Services: While foreign companies may bring global products and services to Bangladesh, it’s essential to customize offerings to meet local preferences and cultural expectations. This may involve adjusting pricing, packaging, and marketing strategies to appeal to Bangladeshi consumers.
  4. Investing in Local Talent: Hiring local talent is critical for foreign companies looking to expand in Bangladesh. A workforce understanding the local market, consumer behavior, and business practices can provide valuable insights and contribute to the company’s success.
  5. Corporate Social Responsibility (CSR): Foreign companies that engage in Corporate Social Responsibility (CSR) initiatives can build a positive reputation and contribute to the welfare of local communities. By investing in education, healthcare, and environmental sustainability, companies can strengthen their brand and earn the trust of Bangladeshi consumers.

Conclusion

Bangladesh offers tremendous opportunities for investors seeking to expand their South Asian operations. With a growing economy, favorable demographics, and a business-friendly environment, the country is attractive for company formation and foreign investments. Foreign companies can establish a limited company or joint venture with a Bangladeshi company to leverage local expertise and market access. Setting up a proposed company in Bangladesh requires compliance with several legal and regulatory requirements, such as obtaining an Import Registration Certificate (IRC) or Export Registration Certificate (ERC) for trade activities. Additionally, foreign businesses may consider securing a foreign loan to finance operations and bolster growth.
The share capital structure is critical during incorporation, ensuring proper allocation for local and foreign shareholders. Partnering with a reputable firm like S. Rahman & Co. ensures that investors easily navigate the complexities of the Bangladeshi market. Our services include facilitating business registration, structuring share capital, obtaining necessary certificates, and ensuring compliance with tax and labor laws. By adopting a strategic approach and leveraging local partnerships, foreign companies can achieve long-term success while contributing to Bangladesh’s economic growth. Contact S. Rahman & Co. for expert guidance in realizing your business goals in Bangladesh.

Visit our S. Rahman & Co. website for more information, or contact us directly for personalized assistance.

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