Foreign investors and growing local companies in Bangladesh have three sets of obligations: audit, tax and advisory. These are often handled as separate workstreams. All three draw on the same books and records. This guide explains each obligation and how audit, tax and advisory in Bangladesh fit together. It reflects the position at the time of writing. The rules change with each Finance Act.

Setting up: approvals and registrations

The route depends on the structure. A subsidiary is a company incorporated with the Registrar of Joint Stock Companies and Firms (RJSC) under the Companies Act 1994. Branch, liaison, representative and project offices of foreign companies follow a different process. According to the Invest Bangladesh FAQ, they apply through the BIDA One Stop Service portal and obtain Invest Bangladesh approval. They then register with RJSC, notify Bangladesh Bank, and obtain a taxpayer identification number (TIN), a trade licence and value added tax (VAT) registration. Branches can remit post-tax profits to the head office through an authorised dealer.

RRH's Business Set-up Services page describes support with RJSC name clearance, constitutional documents, bank account, TIN, VAT, IRC and ERC registrations, including for investors without a physical presence.

The audit obligation

Under the Companies Act 1994, a company appoints an auditor at each annual general meeting (AGM) to hold office until the next one. The board appoints the first auditor within one month of registration. The ICAB corporate laws manual also lists the annual returns that follow the meeting, including the list of members and the balance sheet and profit and loss account, each with a deadline counted from the AGM date.

Banks, listed companies, non-bank financial institutions, insurers and other entities that meet the Financial Reporting Act 2015 definition of a public interest entity sit under the Financial Reporting Council (FRC) regime. The FRC has reminded public interest entities and auditors that only FRC-enlisted auditors may audit them.

Audited statements also feed other filings. The Finance Act 2026, as summarised by PwC, requires certain taxpayers to file audited financial statements and a certified income computation with the return. The sources we reviewed describe the turnover and capital thresholds differently, so confirm which apply to you. Foreign-owned companies also commonly need auditor certificates to support remittances such as dividends and royalties. RRH's Financial Statement Audits service covers statutory audits.

The tax obligation

Income tax is governed by the Income Tax Act 2023. For assessment years 2026-27 to 2030-31, the Finance Act 2026 sets the rate for companies outside special categories at 27.5 per cent, or 25 per cent where all transactions go through banking channels, according to PwC's summary. Publicly traded companies and sectors such as banks and tobacco have different rates.

Tax compliance has several moving parts.

• An annual corporate income tax return, with advance tax paid in instalments during the year.
• Withholding tax on payments to suppliers, employees and non-residents, with a withholding tax return. Under the Finance Act 2026, an income tax return is treated as incomplete without the acknowledgement copy of the withholding tax return.
• A statement of international transactions, filed with the return where there are cross-border related-party transactions.
• VAT registration, returns and records. At the time of writing, quarterly returns are the default for registered and enlisted taxpayers, due by the 15th day after quarter-end, with monthly filing as an option.
• Books and records, kept for the period the Companies Act 1994 prescribes for companies.

Payments abroad need particular care. Deloitte's Bangladesh highlights (January 2023) note that withholding on dividends, interest, royalties and technical fees paid to non-residents may be reduced under a tax treaty. That applies only if the non-resident obtains a reduced or nil withholding certificate from the tax authorities in advance. The rates in that publication are dated and should be rechecked. RRH's Corporate Tax Services cover corporate tax return, withholding and appeal work.

Where advisory fits in

Advisory work sits at the decision points: choosing the entity form, structuring an acquisition, setting intercompany pricing, preparing for due diligence or planning an exit. Tax advisers usually lead tax structuring and tax due diligence, while valuation, deal and operational reviews draw on corporate finance and management consulting skills.

Timing matters because some advice cannot be corrected afterwards. Under the Income Tax Act 2023, failure to keep prescribed documents for an international transaction can attract a penalty of up to 1 per cent of the value of each such transaction. An intercompany service charge agreed without a written basis is hard to support later.

Audit, tax and advisory in Bangladesh: how the three fit together

Treat the audited accounts as the common source. The audit produces financial statements that management and the board can rely on. Both the tax return and the statement of international transactions start from those statements, and VAT returns must reconcile to the same ledgers. Advisory decisions change what next year's accounts and returns look like.

• Use one chart of accounts and one closing calendar for statutory, tax and VAT reporting.
• Agree the audit timetable, AGM date and tax filing dates together at the start of the year.
• Schedule remittance certificates, Bangladesh Bank reporting and tax clearances in the annual calendar, so that none of them becomes an ad hoc request.
• Keep one file for contracts and intercompany arrangements, and give someone ownership of it.
• Review each Finance Act for changes to rates, thresholds and procedures before the next filing cycle.

A single adviser is not required for all three, but the people doing the audit, the tax work and the advisory work should share information. Independence rules must be respected where the same firm acts as statutory auditor.

This article gives general information and is not legal, regulatory or tax advice. Rules and timelines change, so readers should confirm current requirements with an adviser before acting.