Profit & Dividend Repatriation from Bangladesh: Rules for Foreign Investors
Yes, foreign investors can repatriate 100% of their post-tax profits, dividends and invested capital from Bangladesh. The right is guaranteed by law. In most cases, dividends and branch profits are remitted directly through your bank (an Authorised Dealer, or AD) without prior approval from Bangladesh Bank, provided the paperwork is complete and taxes are paid. Capital repatriation from unlisted companies is stricter and usually needs Bangladesh Bank approval and a valuation.
In practice, delays rarely come from the rules themselves. They come from documents: a missing encashment certificate, unclear tax payments or audited accounts that don’t line up. This guide explains what you can send home, how and what to prepare.
Key takeaways
- Dividends to non-resident shareholders are remitted through an AD bank without prior Bangladesh Bank approval, using the prescribed form with auditor certification.
- Branch profits of foreign companies can also be remitted through AD banks after deducting taxes and other items set by Bangladesh Bank.
- 20% tax is withheld on dividends paid to foreign companies, and branches pay a 20% branch profit tax on remitted profits. Tax treaties may reduce the dividend rate.
- Proper inward remittance of your original investment, backed by encashment certificates, is the foundation of every future repatriation.
- Bangladesh Bank consolidated its rules for current account remittances in FE Circular No. 40 of 30 September 2026.
What Can Foreign Investors Repatriate from Bangladesh?
| What | Typical route | Prior Bangladesh Bank approval? |
|---|---|---|
|
Dividends to non-resident shareholders
|
AD bank, using the prescribed form with auditor certification
|
No |
|
Branch profits of foreign companies
|
AD bank, after prescribed deductions
|
No (for profits computed as required)
|
|
Sale proceeds of shares in listed companies
|
AD bank, at market price
|
Generally no
|
|
Sale proceeds of shares in unlisted companies
|
Bangladesh Bank, with an independent valuation
|
Usually yes
|
|
Capital on liquidation or closure
|
Bangladesh Bank, after all local liabilities and taxes are settled
|
Yes
|
|
Royalties, technical and franchise fees
|
AD bank, subject to the Invest Bangladesh Act 2026 framework and limits
|
Depends on the agreement and limits
|
|
Expatriate salaries
|
AD bank: up to 80% of net income after tax at any time; the balance after tax assessment
|
No
|
Each route has its own documents. The sections below take them one by one.
The Legal Framework
Four sets of rules govern repatriation:
- Foreign Private Investment (Promotion and Protection) Act 1980. This guarantees foreign investors the right to repatriate invested capital, capital gains, and post-tax profits and dividends.
- Foreign Exchange Regulation Act 1947. This gives Bangladesh Bank control over all foreign exchange transactions.
- Bangladesh Bank’s Guidelines for Foreign Exchange Transactions and FE circulars. These set the procedures AD banks follow. On 30 September 2026, Bangladesh Bank issued FE Circular No. 40, a consolidated circular on outward current account remittances that replaces the earlier instructions.
- Invest Bangladesh Act 2026. In force since 20 August 2026, it merged BIDA, the Bangladesh Economic Zones Authority (BEZA) and the Public-Private Partnership Authority into the new Invest Bangladesh Authority. Bangladesh Bank’s latest circular refers to this Act for royalty, technical fee and franchise fee payments.
What changed for investors in 2026? Investor services formerly provided by BIDA, such as registration, approvals and the One Stop Service, now sit with Invest Bangladesh. The authority is rolling out its new structure in phases, so expect some procedures and portals to change during the transition.
Prerequisites: Get the Inward Side Right First
Every repatriation is checked against how the money came in. Before you can send profits or capital out, you need:
- Investment brought in through banking channels. Share capital or branch funding must arrive as an inward remittance into a Bangladeshi bank account.
- Encashment certificates. Your bank issues an encashment certificate for each inward remittance. Keep every one. They prove the foreign origin of your investment and are requested again at exit.
- Shares properly issued and recorded. For a subsidiary, the share allotment must be filed with RJSC and the shares recorded against the foreign shareholder.
- Registration with the investment authority, now Invest Bangladesh (formerly BIDA), where applicable.
- Clean tax position. Up-to-date tax returns and proof that corporate tax has been paid.
If your investment came in informally, for example cash brought in by a director, fix this with professional help before you try to repatriate anything. See our guide to opening a corporate bank account in Bangladesh.
Dividend Repatriation Step by Step
AD banks can remit dividends to non-resident shareholders without prior Bangladesh Bank approval, as long as the application is complete.
- Finalise the audit. The statutory audit for the year must be complete and the accounts adopted.
- Declare the dividend. The board recommends it and shareholders approve it at the AGM, out of distributable profits.
- Withhold tax. Deduct withholding tax at source (20% for foreign company shareholders, subject to treaty relief) and deposit it with the government.
- Prepare the application. Complete Bangladesh Bank’s prescribed form (Appendix 9 under the current circular) in triplicate, certified by the company’s auditor.
- Submit to your AD bank with the supporting documents below.
- Bank remits and reports. The AD bank remits the net dividend to the shareholder’s overseas account and reports the transaction to Bangladesh Bank.
Documents usually required:
- Application in the prescribed form, certified by the auditor
- Board resolution and AGM resolution declaring the dividend
- Audited balance sheet and profit and loss account for the relevant year
- Computation of distributable profit
- Tax payment certificates or the auditor’s certificate on tax adequacy
- Proof of withholding tax deposited on the dividend
- Shareholding details and evidence that the shares were issued against inward remittance
Instead of remitting abroad, dividends can also be credited to a non-resident shareholder’s foreign currency account in Bangladesh, if one exists.
Remitting Branch Profits
Under Bangladesh Bank’s consolidated circular, AD banks may remit the profits of branches of foreign firms and companies to their head offices without prior Bangladesh Bank approval. The remittable amount is net profit after deducting:
- Tax liabilities
- Additions to fixed assets, except those financed from depreciation
- Profits from the sale of immovable property, unless Bangladesh Bank has approved their remittance
- Losses carried forward from earlier years
The bank will want audited accounts, tax payment certificates, particulars of fixed assets and details of any local borrowing.
Branch profit tax. A 20% tax applies to after-tax profits remitted to the head office. The AD bank will not process the remittance until this tax has been deposited. For how this compares with a subsidiary paying dividends, see branch vs subsidiary in Bangladesh.
Repatriating Capital on Exit or Share Sale
Taking your capital out is more tightly controlled than remitting profits.
Selling shares in a listed company. Proceeds can generally be remitted through an AD bank without prior Bangladesh Bank approval, limited to the market price on the date of sale.
Selling shares in an unlisted (private) company to a resident buyer. This usually needs prior approval from Bangladesh Bank’s Foreign Exchange Investment Department. Expect to provide:
- A valuation report from a valuer recognised by Bangladesh Bank or the securities regulator
- The share transfer documents and RJSC filings
- Encashment certificates for the original investment
- Tax clearance, including capital gains tax where applicable
The price must be supported by the valuation. Sales at an inflated value are a common reason for refusal.
Closing the company. Capital can be repatriated after liquidation only once all liabilities in Bangladesh, including taxes and statutory dues, are fully paid. Bangladesh Bank’s permission is required, supported by the liquidator’s certificate, final audited accounts and tax clearance.
Royalties, Technical and Service Fees
Many foreign groups take money out of Bangladesh as royalties, technical know-how fees or franchise fees, not just as dividends. These payments are allowed, but they are regulated:
- Written agreement: there must be a written licence, technical assistance or franchise agreement that sets out the services and fee basis.
- Invest Bangladesh framework: Bangladesh Bank’s September 2026 circular makes these payments subject to the Invest Bangladesh Act 2026. Agreements are generally expected to be registered with, or approved by, Invest Bangladesh.
- Limits: fees within prescribed limits (traditionally linked to a percentage of the previous year’s sales) can usually be paid through the AD bank. Fees above the limits, or advance payments, need specific approval.
- Tax: withholding tax applies to royalties and technical fees paid to non-residents. VAT may also apply to imported services.
- Transfer pricing: payments to related parties must be at arm’s length and documented.
Because the Invest Bangladesh rules are new, check the current approval thresholds before you sign or renew any group service agreement.
Expatriate salaries. Foreign employees may remit up to 80% of their net income after tax at any time during the year. The remaining balance can be remitted once their income tax assessment is complete.
Taxes Deducted Before Repatriation
| Payment | Tax at source | Notes |
|---|---|---|
|
Corporate profits (subsidiary or branch)
|
27.5% corporate tax (25% if all transactions are banked)
|
Paid by the company before any distribution
|
|
Dividends to a foreign company
|
20% withholding
|
May be reduced under a double tax treaty
|
|
Dividends to a foreign individual
|
25% withholding
|
May be reduced under a double tax treaty
|
|
Branch profits remitted to head office
|
20% branch profit tax
|
Must be paid before the AD bank remits
|
|
Royalties and technical fees
|
Withholding tax applies
|
Rates vary; treaty relief may apply
|
|
Capital gains on share sales
|
Capital gains tax may apply
|
Tax clearance needed before remittance
|
Rates are for the 2026–27 income year. To claim a reduced treaty rate, the shareholder usually needs a tax residency certificate from its home country. Arrange this before the dividend is paid.
Common Reasons for Delays
- Missing encashment certificates. The bank cannot confirm how the original investment came in.
- Incomplete or late audit. Dividends cannot be declared or verified without adopted audited accounts.
- Tax gaps. Unpaid corporate tax, missing withholding deposits or no tax adequacy certificate.
- Unregistered or unapproved service agreements for royalties and technical fees.
- Valuation disputes on share sales in unlisted companies.
- Mismatched records. Shareholding in RJSC filings that doesn’t match the bank’s or the investment authority’s records.
- Agency transition issues. Approvals or registrations issued by BIDA that need updating with Invest Bangladesh.
Keeping a repatriation-ready file each year (audit, AGM minutes, tax certificates and encashment records) usually turns a weeks-long process into days.
How IncorpLegal Helps
IncorpLegal helps foreign investors move money in and out of Bangladesh cleanly:
- Repatriation readiness review: checking encashment records, share filings, tax status and audit timing before you declare a dividend.
- Dividend and branch profit remittances: preparing the prescribed forms, resolutions and supporting documents for your AD bank.
- Capital exits: valuations, share transfer filings and Bangladesh Bank applications.
- Service agreements: structuring and registering royalty, technical fee and franchise agreements under the Invest Bangladesh framework.
- Ongoing compliance: annual audits, AGMs and filings that keep your repatriation file ready.
Learn more about our foreign investment and market entry services.
Planning to repatriate profits? Get a repatriation readiness review.
Frequently Asked Questions
Can foreign investors repatriate 100% of profits from Bangladesh?
Yes. The Foreign Private Investment (Promotion and Protection) Act 1980 guarantees the repatriation of post-tax profits, dividends and invested capital. You must pay all applicable taxes first and follow Bangladesh Bank’s procedures.
Is Bangladesh Bank approval needed to repatriate dividends?
No, not in the normal course. Authorised Dealer banks can remit dividends to non-resident shareholders without prior Bangladesh Bank approval. You submit the prescribed form, certified by your auditor, with the board and AGM resolutions, audited accounts and tax documents.
What documents are needed for dividend remittance?
Typically the prescribed application form certified by the auditor, the board and AGM resolutions, audited financial statements, a computation of distributable profit, tax payment or tax adequacy certificates, and proof that withholding tax on the dividend was deposited.
Can capital be repatriated when selling shares?
Yes. For listed shares, proceeds can generally be remitted through an AD bank at market price. For unlisted companies, you usually need Bangladesh Bank approval, an independent valuation, encashment certificates for the original investment and tax clearance.
What tax applies to dividends paid to foreign shareholders?
Dividends paid to foreign companies are subject to 20% withholding tax, and dividends to foreign individuals to 25%. A double tax treaty between Bangladesh and the shareholder’s home country may reduce these rates.
Md. Akber Hossain Khan, FCA
A Fellow Chartered Accountant (Bangladesh) and alumnus of the National University of Singapore (NUS), Khan's practice focuses on inbound foreign investment and supporting businesses in global expansion. He is deeply experienced in FDI, cross-border accounting BPO, audit, taxation, and corporate financial advisory.
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