How to Set Up a Liaison Office in Bangladesh: A Complete Guide in 2025

liaison office in bangladesh
Author: Shibli zaman | January 18, 2025

A Liaison Office in Bangladesh serves as a vital bridge for foreign businesses seeking to establish a presence in the country without engaging in direct commercial activities. Its primary purpose is to facilitate communication and coordination between the parent company and stakeholders in Bangladesh, including clients, partners, and regulatory bodies. Liaison Offices are typically set up to gather market intelligence, explore business opportunities, promote the parent company’s products or services, and represent the company in discussions with local entities. They play a crucial role in building networks, enhancing brand visibility, and understanding the dynamics of the Bangladeshi market.

However, Liaison Offices are restricted from engaging in any revenue-generating activities within Bangladesh. They are solely permitted to perform non-commercial functions, such as disseminating information, conducting feasibility studies, and overseeing implementation of projects or partnerships on behalf of the parent company. This structure is ideal for foreign companies that aim to establish a strategic foothold in Bangladesh while evaluating the market potential for future investments. Setting up a Liaison Office requires prior approval from the Bangladesh Investment Development Authority (BIDA) and adherence to regulatory compliance. By serving as a communication hub, a Liaison Office paves the way for long-term business ventures in the growing economy of Bangladesh.

What is the Purpose of a Liaison Office

A liaison office serves as a bridge between a foreign parent company and local entities or stakeholders in Bangladesh. The primary objective is to facilitate communication, promote the parent company’s interests, and explore potential business opportunities without directly engaging in commercial or income-generating activities.

  • Key Purposes:
    • Market research and feasibility studies.
    • Promoting the parent company’s products and services.
    • Acting as a point of contact for local stakeholders.
    • Facilitating partnerships, collaborations, and investor relations.

By design, liaison offices are non-commercial entities, meaning they cannot engage in trading or income-generating activities directly.

Legal and Regulatory Framework

The establishment and operation of a liaison office in Bangladesh are governed by several laws and regulations. Key authorities involved include:

  • Bangladesh Investment Development Authority (BIDA): BIDA is the primary body for granting approval to foreign entities wishing to establish a liaison office.
  • The Companies Act, 1994: Provides the legal foundation for business registration in Bangladesh.
  • Bangladesh Bank: Ensures compliance with foreign exchange regulations.
  • National Board of Revenue (NBR): Regulates tax compliance and other financial obligations.

Foreign entities must strictly adhere to these regulatory requirements to operate a liaison office in Bangladesh legally.

Registration of Liaison Office in Bangladesh in 2025

Registering a liaison office involves securing permission from relevant authorities. In 2025, the following updates to the registration process may impact applicants:

  1. Digital Filing: Increased emphasis on digital submission of documents via the BIDA online portal.
  2. Renewal Procedures: Renewals of existing liaison offices must demonstrate adherence to compliance and activity reports.
  3. Enhanced Compliance Checks: Authorities are more vigilant about ensuring liaison offices are not engaging in prohibited commercial activities.

Basic Requirement of Registering a Liaison Office in Bangladesh

Foreign companies must meet certain prerequisites before applying for a liaison office in Bangladesh. The basic requirements include:

  • Parent Company Documents:
  • Certificate of Incorporation.
  • Memorandum and Articles of Association.
  • Board resolution approving the establishment of a liaison office.
  • Audited financial statements for the last three years.
  • Local Representation:
  • A designated local representative or manager to oversee operations.
  • Proposed Activities:
  • Clear outline of the office’s intended non-commercial activities.
  • Bank Account:
  • A local bank account for funding operational expenses, as all remittances must be received through official banking channels.
  • Registered Office Address:
  • A physical address in Bangladesh to serve as the official location of the liaison office.

Step by Step Process

Here is a step-by-step guide to registering a liaison office in Bangladesh:

Step 1: Application to BIDA

Submit an application to BIDA, including all required documents such as:

  • Parent company’s certificate of incorporation.
  • Articles of Association and Memorandum of Association.
  • Board resolution.
  • Detailed work plan outlining intended activities in Bangladesh.
  • Passport copies of directors or authorized signatories.

Step 2: Obtain Approval from BIDA

Once the application is reviewed and approved, BIDA will issue a permission letter. This approval is typically valid for three years and must be renewed.

Step 3: Open a Bank Account

Set up a local bank account to receive remittances from the parent company for operational expenses. Initial funding must align with the projected budget submitted to BIDA.

Step 4: Register with the Bangladesh Bank

File necessary documents with the Bangladesh Bank to comply with foreign exchange regulations.

Step 5: Taxpayer Identification Number (TIN) Registration

Although liaison offices are non-commercial entities, obtaining a TIN from the National Board of Revenue (NBR) is mandatory for administrative purposes.

Step 6: Set Up Office

Lease or rent office space and establish a physical presence. Ensure compliance with local laws regarding labor and safety standards.

What is the scope of a Liaison office in Bangladesh

The scope of a liaison office is limited to specific non-commercial activities such as:

  • Representing the parent company in Bangladesh.
  • Collecting and sharing market information.
  • Coordinating with local stakeholders and regulatory authorities.
  • Facilitating technical or financial collaborations.
  • Assisting in the promotion of exports and imports.

The liaison office acts as a stepping stone for businesses aiming to explore the Bangladeshi market.

Limitations of a Liaison office in Bangladesh

While a liaison office offers numerous advantages, it also comes with notable limitations:

  • No Revenue Generation: The office cannot engage in any direct or indirect income-generating activities.
  • Restricted Activities: Activities are confined to those explicitly approved by BIDA.
  • Operational Expenses: Must be fully funded by remittances from the parent company.
  • Limited Tenure: Approvals are granted for a limited period and require timely renewals.

Frequently Asked Questions

Q 1. What is a liaison office in Bangladesh?

Ans: A liaison office in Bangladesh is a representative office of a foreign entity established to facilitate communication, conduct market research, and promote the parent company’s interests. It is not permitted to engage in any direct commercial or income-generating activities.

Q 2. What are the permitted activities for a Liaison office in Bangladesh of a foreign entity?

Ans: Permitted activities include:

  • Representing the parent company in Bangladesh.
  • Conducting market research and feasibility studies.
  • Coordinating with stakeholders and government authorities.
  • Promoting the parent company’s products and services without engaging in sales.

Q 3. What is Income Tax rate for a Liaison office of a Foreign Company?

Ans: Liaison offices are non-commercial entities and are generally not subject to corporate income tax in Bangladesh. However, compliance with tax registration and reporting requirements is mandatory.

Q 4. What are the conditions of opening a Liaison office in Bangladesh?

Ans: Conditions include:

  • Approval from BIDA.
  • Strict adherence to non-commercial activities.
  • Funding operational expenses exclusively through parent company remittances.
  • Compliance with local laws and regulations.

Q 5. What are the additional incorporation requirements for opening a Liaison office in Bangladesh?

Ans: Additional requirements may include:

  • Submitting a detailed activity plan.
  • Establishing a local office address.
  • Appointing a local representative or manager.
  • Providing audited financial statements of the parent company.

Q 6. Can a liaison office or a branch office be considered a legal entity?

Ans: No, a liaison office or branch office is not a separate legal entity. These offices operate as extensions of the foreign parent company and must comply with specific regulatory guidelines.

Send Your Own Question

If you have specific queries about setting up a liaison office in Bangladesh, feel free to reach out to us directly. We’re here to help.

Contact with S. Rahman & Co.

For professional assistance with setting up a liaison office, contact us:

At S. Rahman & Co., we specialize in helping businesses navigate the regulatory and legal landscape in Bangladesh. Let us simplify the process for you!

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