Doing Business in

Bangladesh

www.bakertillyinternational.com
This guide has been prepared by ACNABIN, an independent member of
Baker Tilly International. It is designed to provide information on a number
of subjects important to those considering investing or doing business in
Bangladesh.

Baker Tilly International is a top 10 network of independent accounting and

business advisory firms by combined fee income, and is represented by 126
firms in 147 countries and over 30,000 people worldwide. Its members
provide high quality accounting, assurance, tax and specialist business
advice to privately held businesses and public interest entities.

This guide is one of a series of country profiles compiled for use by Baker
Tilly International member firms’ clients and professional staff. Copies may
be downloaded from www.bakertillyinternational.com.

Doing Business in Bangladesh has been designed for the information of

readers. Whilst every effort has been made to ensure accuracy, information
contained in this guide may not be comprehensive and recipients should
not act upon it without seeking professional advice. Facts and figures as
presented are correct at the time of writing.

Up-to-date advice and general assistance on Bangladesh matters can be

obtained from ACNABIN, contact details can be found at the end of this
guide.

June 2017
Contents
1 Fact Sheet 2
2 Business Entities and Accounting 4
2.1 Companies 4
2.2 Partnerships 5
2.3 Branches 5
2.4 Audit and Accounting Requirements 6
2.5 Filing Requirements 7
3 Finance and Investment 8
3.1 Exchange Control 8
3.2 Banking and Sources of Finance 8
3.3 Investment Incentives and Restrictions 9
4 Employment Regulations 10
4.1 General Employment Matters 10
4.2 Visas 11
4.3 Trade Unions 11
5 Taxation 12
2

1 Fact Sheet
Facts and figures as presented in sections 1 through 4 are correct as at 22 June 2017.

Geography
Location: Southern Asia
Area: 148,460km²
Land boundaries: Burma and India
Coastline: Bay of Bengal
Climate: Tropical; mild winter (October to March), hot humid summer (March to June),
humid warm rainy monsoon season (June to October)
Terrain: Mostly flat alluvial plain; hilly in the southeast
Time zone: GMT +6

People
Population: 159.9 million (2016)
Religion: Muslim 89.1%, Hindu 10%, other 0.9% (includes Buddhist and Christian)
(2013 estimates)
Language: Bengali (Bangla) is the official language

Government
Country name: People’s Republic of Bangladesh
Government type: Parliamentary republic
Capital: Dhaka
Administrative divisions: There are eight divisions
 Doing Business in
Bangladesh

Political situation
The unicameral National Parliament (Jatiya Sangsad) consists of 350 seats
(50 of which are reserved for women). The Head of State is the President,
who is elected by the National Parliament for a term of five years. The Head of
Government is the Prime Minister, who is generally the leader of the party or
coalition with majority support, and is appointed by the President. The Cabinet
is selected by the Prime Minister and appointed by the President.

Economy
GDP – per capita: US$1,212 (2015)
GDP – real growth rate: 6.6% (2015)
Labour force: 72.04 million (2016)
Unemployment: 4.1% (2016)
Currency (code): Bangladeshi taka (BDT)
4

2 Business Entities and Accounting

Business forms available in Bangladesh include companies, partnerships,
and branches.

2.1 Companies

2.1.1 Companies
A company in Bangladesh may be:
• Limited by shares – where the liability of members is limited to the amount
unpaid on the shares held by them
• Limited by guarantee – where the liability of members is limited to an
amount that the members have undertaken to contribute in the event of the
company being wound up, and
• Unlimited – where the liability of members is unlimited.
A private company may be formed by two or more persons. A public company
may be formed by seven or more persons. Additionally, a company is a private
company if its articles of association:
• Restrict the right to transfer shares (if any)
• Prohibits the public subscription of the company’s shares or debentures, and
• Limits the number of members (excluding employees) to 50.
A company that is not a private company is a public company.
Companies are administered by the annual general meeting and are managed
by directors. Public limited companies and private limited companies that are
subsidiaries of public limited companies are required to have at least three directors.
Other private limited companies are required to have at least two directors. Directors
must be natural persons. Companies are required to appoint one or more auditors.
 Doing Business in
Bangladesh

2.1.2 Company names

and registration
The company name must not:
• Be the same as the name of another entity already registered
• Be so similar to the name of another entity already registered that it may
deceive (unless the existing entity is being dissolved and consents to the use
of the name)
• Be deemed undesirable, or
• Contain the name or an abbreviation of the name of the United Nations
or any of its subsidiaries or of the World Health Organisation (unless prior
authorisation has been obtained).
Companies are required to file their memorandum of association and articles
of association for registration with the Registrar of Joint Stock Companies and
Firms (RJSC).

2.2 Partnerships
A partnership (known as a firm) may be formed by persons who agree to share
in the profits of a business carried on by all of the partners or by any of the
partners on behalf of all of the partners. Partners are jointly and severally liable
to an unlimited extent for the debts and obligations of the partnership.
Partnerships are required to register with the Registrar of Joint Stock Companies
and Firms (RJSC).

2.3 Branches
A foreign company many generally undertake business activities in Bangladesh
through a branch (known as a foreign company). Certain documentation and
information must be filed with the Registrar for registration within one month of
establishing a place of business in Bangladesh, including:
• Certified copies of the company’s charter/statutes/memorandum and articles
of the company or any other documents about the company’s constitution
• Address of the company’s registered or principal office
• List of the company directors and secretary (if applicable)
• Name/s and address/es of one or more Bangladesh resident persons who is
authorised to accept on behalf of the company any service of process, notice
or other documentation required to be served on the company, and
• Address of the company’s principal place of business in Bangladesh.
6

Branches are required to register with the Registrar of Joint Stock Companies
and Firms (RJSC).
Branches are required to prepare annual financial statements, including a
balance sheet and profit and loss account (or income and expenditure account
for non-profit companies) and file three copies of these with the Registrar.

2.4 Audit and Accounting

Requirements
Companies are required to keep proper books of account that provide a true and
fair view of the state of the affairs of the company and explain its transactions.
The company directors are required to prepare financial statements, including
the balance sheet and profit and loss account (or income and expenditure
account for non-profit companies). The financial statements must be audited by
the company’s auditor.
Financial statements must generally be prepared in accordance with the
Bangladesh Financial Reporting Standards (BFRS), which are the International
Financial Reporting Standards (IFRS) as adopted by the Institute of Chartered
Accountants of Bangladesh (ICAB). Small and medium-sized enterprises (as
defined) may use BFRS for SMEs, which are IFRS for SMEs as adopted by the
ICAB.
Books of account must be kept for a period of not less than 12 years from the
end of the relevant financial year.
 Doing Business in
Bangladesh

2.5 Filing Requirements

Companies are required to file three copies of their financial statements with the
Registrar within 30 days from the date that they were laid at the annual general
meeting. If there was no annual general meeting, the financial statements must
be filed with the Registrar within 30 days from the last date on which the annual
general meeting should have been held.
8

3 Finance and Investment

3.1 Exchange Control
The Foreign Exchange Regulation Act regulates specified payments, dealings in
foreign exchange and securities, and the import/export of currency and bullion.
Anti-money laundering and anti-terrorist financing legislation requires reporting
organisations, including banks, financial institutions, insurers, money changers,
real estate developers, precious metal/stone dealers, lawyers, notaries, and
accountants, to undertake customer due diligence and to report suspicious
transactions to the Bangladesh Financial Intelligence Unit (BFIU).

3.2 Banking and Sources

of Finance
The Bangladesh Bank (the central bank of Bangladesh) is responsible for
(amongst others) monetary and credit policies, payment systems, issuing
national currency, and the supervision of banks and non-bank financial
institutions.
Commercial banks operating in Bangladesh provide the majority of financial
services.
There are generally no restrictions on foreigners opening bank accounts in
Bangladesh (certain documentation and minimum deposit may be required), or
on accounts containing foreign currency.
The Dhaka Stock Exchange (DSE) and the Chittagong Stock Exchange (CSE)
provide marketplaces for listing and exchanging securities.
Private equity and venture capital investors provide investment in Bangladesh.
 Doing Business in
Bangladesh

3.3 Investment Incentives

and Restrictions

There are generally no restrictions on foreign business investment in Bangladesh.

Both national and foreign investors may not invest in certain areas, including
arms and ammunition, nuclear power, and forestation. Investments in certain
sectors require prior authorisation from the relevant ministry/authority, including
deep sea fishing, private sector banks and financial institutions, private sector
insurance companies, the exploration, extraction and supply of natural gas,
natural oil, coal and other mineral resources, and telecommunications.
10

4 Employment Regulations

4.1 General Employment

Matters

4.1.1 National employment

standards
Legislation provides minimum rights and conditions of employment in Bangladesh
(certain exclusions apply), including maximum daily and weekly working hours,
rest periods, paid annual leave entitlement, paid sick leave entitlement, paid
casual leave, paid festival holiday leave, and maternity leave rights.
Employers are required to provide employees with a letter of appointment and
an identity card with photograph. Employers are also required to keep a service
book in respect of employees, including:
• Name and address of the employee
• Names of the employee’s mother and father (name of husband or wife where
applicable)
• Employee’s date of birth
• Particulars necessary for the identification of the employee
• Name and address of the previous employer (if any)
• Period of employment
• Occupation or designation
• Wages and allowances (if any)
• Leave entitlement, and
• Worker conduct.
An employer or employee may terminate a contract of employment in accordance
with legislation by providing the required notice period in writing. Employers
and employees may pay wages in lieu of notice. Employees under a contract
of indefinite duration are also generally entitled to compensation or a gratuity
payment on the termination of the contract. An employer may terminate a contract
of employment without generally providing notice or compensation in certain
circumstances, including where the employee has been convicted of a criminal
offence or where the employee is found guilty of misconduct (as defined).
 Doing Business in
Bangladesh

11

The national monthly minimum wage is BDT1,500. Industry specific minimum

wages may also apply.

4.1.2 Pensions and other benefits

Labour legislation provides for various benefits in respect of employment,
including death benefit payable to the employee’s nominee or dependent in
respect of employees employed for no less than two continuous years who die in
service, and compensation in respect of personal injury caused by a workplace
accident. Private sector establishments may establish a provident fund for the
benefit of employees. Employees may also benefit under participation and
welfare funds (see 5.3.3).

4.2 Visas
Citizens of certain countries (including Barbados, Cyprus, Kenya, Singapore and
Switzerland) do not generally require a visa for short terms visits to Bangladesh.
Visas available for entry into Bangladesh include:
• Tourist visa
• Work visa
• Student visa
• Business visa
• Investor visa
• Missionary visa
• Diplomatic and official visa, and
• Journalist visa.
There are generally no restrictions on foreigners purchasing real property in
Bangladesh.

4.3 Trade Unions

Employees and employers may form trade unions. Trade unions of employees
and trade unions of employers may join and form federations. Trade unions
and federations may be affiliated with any international organisation and
confederation of employees or employers’ organisation.
12

5 Taxation
We have comprehensive tax guides covering 150 countries. To be sent these
guides, please confirm which countries are of interest by email to
tax.desk@bakertillyinternational.com.
ACNABIN
www.acnabin.com

BDBL Bhaban (Level-13 & 14)

12 Kawran Bazar Commercial Area
Dhaka-1215
Bangladesh.

T: +88 (0) 281 443 47

acnabin@bangla.net
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New Bridge Street House
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United Kingdom

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