Business Investment Advisory Services in Bangladesh
PayrollBD plans and files company entry work in Bangladesh. The service covers company set-up under the Companies Act 1994, plus project and office permission from the Bangladesh Investment Development Authority (BIDA). It also covers Bangladesh Bank filings, shareholding checks and due diligence on a target company. The team works from Dhaka.
What does business investment advisory cover?
Business investment advisory is a service that plans a market entry and names the duties that come with it. At PayrollBD the Bangladesh scope runs across six areas. They are entity and project sign-up, ownership structure, financial due diligence, integrity review, market entry readiness, and risk and continuity planning. Each area names the governing law and the office that decides the outcome.
Why do entry projects stall in Bangladesh?
Entry projects stall because approvals run in single file, not side by side. Each step needs a paper made by the step before it. A firm that signs up before checking sector limits, or sends capital in before it tells Bangladesh Bank, has to unwind and refile. The cost is a dead quarter with staff hired, a lease signed and no licence to trade.
- Sequence failure — capital sent in before the report to Bangladesh Bank falls due under section 18B of the Foreign Exchange Regulation Act 1947.
- Sector failure — a company formed in a class where local ownership is required, which forces a rebuild of the share register.
- Evidence failure — a filing refused because the papers were gathered after lodgement rather than before it.
- Continuity failure — a branch office opened without the RJSC filing that falls due within thirty days of setting up the place of business, under section 379 of the Companies Act 1994.
What do you receive in an engagement?
You receive papers, not opinions. PayrollBD issues a written scope note at the start and a filing register that names every application and its deciding office. Diligence work adds a findings memo, and closing adds a handover pack. You supply company papers, director and shareholder ID, and audited accounts where a target company is in scope.
- Scope note — the engagement boundary in writing: which filings, which offices, which places, and what is left out.
- Filing register — every application, the office that decides it, the papers lodged and the live status of each.
- Findings memo — for diligence and integrity work: what was checked, what could not be checked, and the source behind each line.
- Handover pack — sign-up certificates, filing receipts and the repeating duty calendar you carry forward.
- Your inputs — company papers, director and shareholder ID, and audited accounts where a target company is being read.
How does the engagement run, step by step?
The work runs in four stages, and each one closes with a paper you can check. PayrollBD starts no filing until the stage before it is signed off. A refused filing in Bangladesh usually restarts the queue rather than resuming it. Timing rests on the office, on how complete your papers are, and on the sector.
- 1. Position review — we test the planned trade against sector limits, the share plan, and the tax and VAT results that follow.
- 2. Document assembly — we build and check the full filing set before anything is lodged, including sworn copies and translations.
- 3. Filing and follow-through — filings go to RJSC, to BIDA and to the National Board of Revenue (NBR) in the order each one depends on.
- 4. Handover and calendar — certificates, receipts and the repeating duty calendar pass to you, with the escalation contact named in writing.
Which law governs each approval?
Every approval in a Bangladesh entry traces to a named law and a named office, and blame does not pass to an adviser. Your company and its directors stay the filing party of record before RJSC, the Bangladesh Investment Development Authority, Bangladesh Bank and NBR. PayrollBD prepares and lodges. You sign and you answer.
- Who signs — Bangladeshi company law puts the filing duty on the company and its own directors.
- Who answers — a faulty filing is answered for by the signer, never by the preparer who lodged it.
- Who decides — the office named in the governing law decides, and no adviser can bind it to an outcome or a date.
- Companies Act 1994 — company set-up, and the place-of-business filing a foreign company owes RJSC within thirty days under section 379.
- BIDA Act 2016 — sign-up of industrial projects, and permission for branch, liaison and representative offices (BIDA, 2016).
- Foreign Exchange Regulation Act 1947 — money in and money out, and the section 18B report to Bangladesh Bank.
Which engagement type fits your case?
Three engagement types cover most cases, and they differ by what is being decided rather than by how big you are. A firm that has fixed its structure needs filing work. A firm still choosing needs a position review first. A firm buying into a going concern needs diligence before either.
| Engagement type | What triggers it | Deciding office | Paper produced |
|---|---|---|---|
| Position review | Structure or sector not yet fixed | None at this stage | Scope note |
| Filing execution | Structure fixed, approvals needed | RJSC and BIDA | Filing register |
| Transaction diligence | Buying into a going concern | NBR and RJSC records | Findings memo |
When do the statutory clocks start?
Bangladeshi entry deadlines run from an event, not from a calendar date. The clock starts on the day the trigger happens. Three of these clocks bind almost every foreign entry. Each is set by primary law or by the office working under it, and no adviser can extend one by agreement.
| Duty owed | What starts the clock | Time allowed and source |
|---|---|---|
| Report to Bangladesh Bank | BIDA permission issued | Within thirty days (Foreign Exchange Regulation Act 1947, section 18B) |
| Place-of-business filing with RJSC | Place of business set up in Bangladesh | Within thirty days (Companies Act 1994, section 379) |
| First inward remittance, branch office | Date of BIDA approval | USD 50,000 or more within two months (Bangladesh Bank FEID portal, 2026) |
Where does this service stop?
This service stops at licensed securities work. PayrollBD advises on company structure, sign-up and deal diligence. It does not run portfolios, deal in listed shares, or advise retail investors. Under section 10 of the Bangladesh Securities and Exchange Commission Act 1993, a listed intermediary may not sell or deal in any security except under a registration certificate granted by the Bangladesh Securities and Exchange Commission.
If a mandate needs that licence, PayrollBD says so at the scope note stage and does not take the file. Reviewed by Eicra Binte Islam, HR Admin, PayrollBD.
What do buyers ask before engaging?
The questions below come from the enquiry stage of Bangladesh entry files. Each answer states the position first and then gives the reason. Where an answer rests on the office rather than on PayrollBD, the answer says so plainly. It does not imply a promise that nobody can make.
How do I bring capital in?
Capital enters Bangladesh through the banking channel, and the route decides the paperwork. Equity is remitted into a temporary or operating account, then reported to Bangladesh Bank through the receiving authorised dealer bank. Debt is different and needs its own approval before drawdown.
Where the money follows a BIDA permission, the report to Bangladesh Bank falls due within thirty days under section 18B of the Foreign Exchange Regulation Act 1947. A branch office must also bring in USD 50,000 or more within two months of BIDA approval (Bangladesh Bank FEID portal, 2026).
Is my adviser licensed to act?
Check the register rather than the marketing. Under section 10 of the Bangladesh Securities and Exchange Commission Act 1993, a listed intermediary may not sell or deal in any security except under a registration certificate granted by the Commission. The Commission publishes the list of licensed intermediaries.
Corporate sign-up and tax work carry no securities licence, but the same test holds. Ask which office the adviser files with, and ask to see a filing receipt.
What happens after I enquire?
You get questions first, then a written scope note, and nothing is lodged before you agree it. The questions cover the planned trade, the share plan and the sector, because those three decide whether the file is plain or restricted. The sequence runs as follows.
- 1. PayrollBD answers your enquiry with those three questions and confirms the sector position.
- 2. PayrollBD issues a written scope note setting the boundary: which filings, which offices, which places, and what is left out.
- 3. You agree the note, and only then does any paper go to an office.
- 4. If the work falls outside PayrollBD scope, the enquiry is closed with that stated in writing.
Who handles my file?
A named advisory contact in Dhaka handles your file from scope note to handover, and the escalation contact is named in the same paper. Company records, director ID and target company accounts supplied for diligence are held on a need-to-know basis inside the engagement team.
They are returned or destroyed at closure on your written instruction. PayrollBD does not disclose your identity or your deal to any third party without instruction, other than to the office a filing is addressed to.
What sets the scope of work?
Scope is set by three things. They are how many offices are involved, how complete your papers are, and whether a target company has to be read. A single company set-up touches only RJSC and the National Board of Revenue.
A branch office adds BIDA and Bangladesh Bank. A deal adds financial diligence on the target. The scope note lists exactly which of these apply before work begins.
How is the review carried out?
A review works from papers first and interviews second. PayrollBD reads the target company statutory accounts, tax and VAT filings, board minutes, material contracts and related party deals. It then tests what those papers show against what management describes, line by line.
Anything that cannot be traced to a paper is recorded as unchecked rather than assumed. The output is a findings memo naming each line, its source and its status. Timing rests on how complete the target company records are.
Ready to map your Bangladesh entry?
Send the planned trade, the share plan and the sector you will work in. PayrollBD replies with a written scope note. It names the filings needed, the office that decides each one, and what falls outside the work. Nothing is lodged with any office until you agree that note.