Business documents in Bangladesh

Companies are incorporated under the Companies Act, 1994 through the RJSC’s online system. The first step is name clearance, which is applied for online and stays valid for 180 days. The incorporation application then includes the memorandum and articles of association and a set of statutory forms — Form I (declaration on registration), Form VI (notice of registered office), Form IX (consent of director), Form X (list of persons consenting to be directors) and Form XII (particulars of directors, manager and managing agents) — together with proof that stamp duty has been paid at a designated bank and the TIN certificates of the directors.

The private limited company is the most common vehicle, alongside public limited and one person companies; partnership firms register with the RJSC under the Partnership Act, 1932, and foreign companies open branch or liaison offices with approval from the Bangladesh Investment Development Authority (BIDA).

A certificate of incorporation is only the first licence. Before trading, a company usually obtains a trade licence from the city corporation, municipality or union parishad, an e-TIN, VAT registration and, if it imports or exports, an Import Registration Certificate (IRC) or Export Registration Certificate (ERC). Each year it holds an annual general meeting and files its annual return and audited accounts with the RJSC, which means keeping board resolutions and minutes in order throughout the year.

The VAT and Supplementary Duty Act, 2012 replaced the 1991 VAT law and took effect in July 2019. The standard VAT rate is 15%, with reduced rates for specified goods and services and fixed amounts for some products. Supplementary duty is charged at the first stage of supply on goods and services listed in the Third Schedule, such as tobacco and certain luxury items.

Businesses whose annual turnover exceeds Tk 50 lakh (BDT 5 million) must register for VAT and obtain a 13-digit Business Identification Number (BIN) through NBR’s VAT Online system. Businesses with turnover between Tk 30 lakh and Tk 50 lakh enlist for turnover tax at 4% instead. Importers, exporters, suppliers participating in tenders and branches or liaison offices of foreign companies must register regardless of turnover. Separately, every company and most professionals need a 12-digit e-TIN from the NBR income tax wing.

VAT returns are filed monthly on Mushak-9.1, due by the 15th of the following month, and during 2026 NBR has been phasing out paper returns and making online filing through VAT Online compulsory. Many buyers — government offices, banks, NGOs, listed companies and other withholding entities — deduct VAT at source from supplier payments and issue a Mushak-6.6 certificate, which the supplier uses to adjust its own return. Because thresholds and reduced rates are changed through the annual Finance Act, check NBR’s current VAT instructions before setting up a new product line.

Rule 40 of the VAT and SD Rules, 2016 prescribes the tax invoice, known by its form number Mushak-6.3. A registered supplier must issue it at the time of supply, and the buyer needs it to claim input tax. In practice the following particulars are expected on every Mushak-6.3:

The purchase book (Mushak-6.1) and sales book (Mushak-6.2) record every input and output invoice, and the totals flow into the monthly Mushak-9.1 return. Credit and debit notes in the prescribed Mushak formats are used for returns, cancellations and price changes, and they must reference the original Mushak-6.3.

To close the gap at the retail end, NBR has rolled out Electronic Fiscal Devices (EFDs) and Sales Data Controllers (SDCs) that issue invoices and transmit sales data to NBR. Installation has been made mandatory for specified categories of outlets, including hotels and restaurants on highways from 2025, and businesses using these devices are penalised for not issuing invoices. Check with your VAT circle whether your outlet is notified.

Bangladeshi business correspondence uses a few terms that differ from international usage. Buyers frequently issue a work order rather than a purchase order, especially for services, printing and construction; suppliers reply with a quotation, then deliver against a delivery challan that the buyer’s store signs, and finally submit a bill accompanied by the Mushak-6.3. When cash or a cheque is received, a money receipt is issued and is often the document an accountant asks for first.

Corporate and government buyers routinely ask suppliers to attach copies of the trade licence, BIN certificate, e-TIN certificate and bank details to their first bill. Public procurement runs largely through the government’s e-GP system, and tenders specify the documents that must accompany each bid, including proof of tax compliance.

Because most imports are paid under letters of credit, proforma invoices should carry full bank details, HS codes, Incoterms and validity, and match the final commercial invoice.

Section 5 of the Bangladesh Labour Act, 2006 requires every employer to give each worker a letter of appointment and a photo identity card. The appointment letter should state the worker’s name, designation, joining date, wages or pay scale and other benefits, and employers also maintain a service book recording each worker’s employment history, wages and leave. These obligations are enforced by the Department of Inspection for Factories and Establishments (DIFE), and the Bangladesh Labour Rules, 2015 add detailed formats and registers.

The Labour Act was amended substantially by the Bangladesh Labour (Amendment) Ordinance, 2025, later replaced by an Act of Parliament in 2026, affecting matters such as worker classification, termination benefits and provident funds. Review your appointment letter and HR policy templates against the gazetted text before reusing older versions.

Beyond the statutory letter, employers typically issue an offer letter, monthly payslips showing gross pay and income tax deducted at source, salary certificates for bank loans and visa applications, and on exit a release letter and experience certificate. Garment and export-oriented factories are additionally audited by buyers against these records, so consistent, dated HR documents matter commercially as well as legally.

Contracts are governed by the Contract Act, 1872. Most formal agreements, deeds, leases and powers of attorney attract stamp duty under the Stamp Act, 1899, with the rates set out in the schedule as amended by successive Finance Acts, and agreements are commonly printed on non-judicial stamp paper. Documents affecting immovable property must also be registered under the Registration Act, 1908.

The Information and Communication Technology Act, 2006 gives legal recognition to electronic records and digital signatures issued by certifying authorities licensed by the Office of the Controller of Certifying Authorities. For routine NDAs, service agreements and distribution agreements, many businesses still prefer wet-ink signatures on stamp paper, particularly when the counterparty is a bank or a government body.

Agreements with foreign parties are usually in English, often with arbitration under the Arbitration Act, 2001. Check with a Bangladeshi lawyer before relying on electronic execution for any high-value or unusual agreement.

Bangladesh Customs operates under the Customs Act, 2023 and processes declarations in ASYCUDA World, where importers and their customs agents lodge the bill of entry and exporters the bill of export. Since 1 July 2025, NBR has made submission of certificates, licences and permits (CLPs) through the Bangladesh Single Window (BSW) mandatory for import and export consignments involving 19 designated agencies, including the Export Promotion Bureau (EPB), BSTI, BEPZA, BEZA, DGDA and BGMEA.

A typical shipment file includes the commercial invoice, packing list, bill of lading or airway bill, LC copy, insurance document and certificate of origin. For apparel and other exports to markets offering preferences, the certificate of origin and its supporting data must match the commercial invoice exactly, including HS code, quantities and FOB value.

Exporters also need an ERC, and export proceeds are tracked by the banking system, so the values on the commercial invoice, packing list and bank documents must agree. Importers need an IRC and open LCs through their bank on the basis of the supplier’s proforma invoice.

The VAT and SD Act, 2012 requires registered persons to keep their Mushak books, invoices, credit and debit notes, withholding certificates, customs documents and returns for the period it prescribes, and longer while an audit or dispute is open. The Companies Act, 1994 separately requires companies to preserve their books of account and vouchers for a fixed number of years, and the Income Tax Act, 2023 lets tax officials call for past records. Keep everything for the longest of these periods, preferably in both paper and secure electronic form.

Bangla and English are both used in business: Mushak forms are bilingual, many contracts and HR letters are written in English, and notices to workers are often in Bangla. Domestic invoices are issued in taka, while export invoices are usually denominated in US dollars or the buyer’s currency. Check with NBR or your VAT consultant before relying on any retention period for a specific record.