A foreign investor sends foreign currency from abroad through the banking channel to your authorised dealer (AD) bank. The bank converts it and issues an encashment certificate. The company allots shares and files the return of allotment (Form XV) with RJSC within 60 days. The bank reports the issue to Bangladesh Bank within 14 days, and you update your BIDA registration. No prior Bangladesh Bank permission is needed to issue shares against cash brought in this way.
Each step produces a document the next one depends on. The rules sit mainly in Bangladesh Bank's Guidelines for Foreign Exchange Transactions 2018 (GFET), Chapter 9, and later circulars.
The chain, step by step
- Agree terms and check the company can issueLawyers draft the investment agreement. Before signing, check that authorised capital and Articles allow the new shares and past RJSC filings are current, and build a pre/post cap table.
- Choose the AD bank branchAn AD is a bank branch licensed to deal in foreign exchange. Pick one that handles FDI reporting often and agree its document list before money is sent. A company not yet incorporated can open a temporary non-resident taka account without Bangladesh Bank approval; it only takes remittances from abroad.
- Send the money by SWIFTThe investment must come from abroad through the banking channel. The bank must confirm from documents that the purpose is equity investment, and check the shareholder's resident status and the source country of funds. Give the investor exact beneficiary details and purpose wording before they send.
- Convert and get the encashment certificateThe bank converts the foreign currency to taka and issues an encashment certificate in the Bangladesh Bank format, carrying the Foreign Exchange Transaction Reporting ID. Companies outside export processing zones, economic zones and hi-tech parks may hold inward equity in a foreign currency account for up to one year. See our encashment certificate guide.
- Allot the shares and file with RJSCThe board allots the shares. The company files the return of allotment with RJSC within 60 days, as required by section 151 of the Companies Act, 1994, on Form XV. Update the share register. If the money is first held as a share money deposit, it must be converted into shares within 360 days or it does not count as equity.
- Report to Bangladesh Bank within 14 daysThrough your AD, the issue is reported to Bangladesh Bank's Foreign Exchange Investment Department (FEID) within 14 days. Since January 2025, if the cumulative issue to non-residents is up to Tk 1 million, the AD checks the papers itself and sends a declaration letter. Above that, the full report goes to FEID with the RJSC approval, the BIDA registration if any, and the encashment certificate.
- Update the BIDA registrationFile an amendment on the One Stop Service portal for the changed investment, equity and investor details, with a board resolution and the approved RJSC forms. The published fee is Tk 1,000 plus 15% VAT and the service time three working days. See BIDA registration.
- Close the filePut the SWIFT message, encashment certificate, board minutes, Form XV, Bangladesh Bank report and BIDA amendment in one closing binder. You will need it again for dividends and any exit.
Deadlines at a glance
| Item | Deadline | Who files |
|---|---|---|
| Return of allotment (Form XV) to RJSC | 60 days after allotment | Company |
| Share issue to non-resident reported to Bangladesh Bank (FEID) | 14 days after issue | AD bank, with company papers |
| Share transfer involving a non-resident reported to FEID | 14 days after transfer | AD bank |
| Share money deposit converted into shares | 360 days after receipt | Company |
| BIDA registration amendment | No fixed deadline; 3 working days to process | Company on OSS |
Valuation: when you need one
For a fresh issue of shares against cash, GFET Chapter 9 does not list a valuation report among the documents for Bangladesh Bank reporting. The price still matters. Bangladesh Bank's master circular of 8 March 2026 says the value in any later transfer should be consistent with the latest issue value within one year.
For transfers of shares in unlisted companies involving non-residents, that circular sets the rules (our share transfer guide covers the RJSC side):
- Resident to non-resident, or between non-residents: no prior approval, at fair value. Up to Tk 10 million, a statement signed by buyer and seller justifies the price; above that, a valuation report is needed.
- Valuers must be BSEC-licensed merchant bankers, or chartered accountants listed with Bangladesh Bank or BSEC to audit banks, financial institutions or listed companies.
- Fair value can be based on net asset value, market multiples, discounted cash flow, or a weighted mix of the three.
- The transfer must be completed within 45 days of signing the share sale-purchase MoU (or of Bangladesh Bank approval, where needed), and reported to FEID within 14 days with Form 117, Schedule X and the encashment certificate.
Dividends and exit, in brief
Dividends. If the share issue or transfer was reported to FEID, dividends on those shares can be sent abroad through your AD without prior Bangladesh Bank approval. Tax is withheld under Bangladesh law. A treaty rate may apply if the investor's country has a double taxation treaty with Bangladesh; the National Board of Revenue issues the certificate.
Selling to a resident. Under the March 2026 circular, the AD can remit sale proceeds without prior approval if the price is at or below net asset value, up to Tk 10 million, or up to Tk 1 billion with an independent valuation. Above that, Bangladesh Bank must approve.
Before any of this, the AD checks that every earlier issue and transfer was reported. A missing 14-day report from years ago can stall an exit.
How nirvor helps
We run the paperwork so the money, the shares and the records match. We do not find investors, negotiate terms, sign valuations or give legal opinions; lawyers, licensed valuers and your audit firm do that.
We do
- Map every step and deadline for your deal on one checklist
- Check authorised capital, past RJSC filings and BIDA records before signing
- Agree the document list with your AD branch and draft remittance instructions for the investor
- Check the encashment certificate against the SWIFT message and share details
- Prepare Form XV, board resolution drafts and the BIDA amendment for your sign-off
- Follow the 14-day Bangladesh Bank report until your bank confirms it
- Build the pre/post cap table and the closing binder
You provide
- The signed investment agreement and term sheet
- Investor identity papers: passport or incorporation documents and address
- Board and shareholder approvals, signed
- An introduction to your AD branch relationship manager
- RJSC and OSS access for your authorised person
You get a fixed fee in writing within 48 hours of a free 30-minute call. Bank, government, legal and valuation fees are listed separately.
Frequently asked questions
Do we need Bangladesh Bank approval to issue shares to a foreign investor?
No, not for shares issued against foreign currency brought in from abroad through the banking channel. Bangladesh Bank gives general permission. The issue must still be reported through your bank within 14 days. Shares issued against imported capital machinery are forwarded to Bangladesh Bank by the bank.
Can the investor pay from a related company or a third party?
The bank must check the source country of funds and the shareholder's resident status, and the report to Bangladesh Bank records the remitter's name. Money from someone other than the person or company receiving the shares makes that check harder. Send from the investor's own account abroad.
How long does the whole process take?
There is no single published timeline. The fixed windows are 14 days for the Bangladesh Bank report, 60 days for the RJSC return of allotment and three working days for the BIDA amendment. The rest depends on how quickly the bank issues the certificate and how clean your existing filings are.
Is a valuation report needed for a new share issue?
Bangladesh Bank's share-issue rules do not list one for a fresh issue against cash. Transfers involving non-residents above Tk 10 million do, and later transfer prices are checked against your latest issue price.
Can dividends be sent to the foreign investor?
Yes. If the share issue or transfer was reported to Bangladesh Bank, dividends can be remitted through your bank without prior approval, after tax is withheld.
Can you find us an investor?
No. We get the transaction ready and the records right for investors you are already talking to. We don't broker deals or take a success fee.
Sources
- Guidelines for Foreign Exchange Transactions (GFET) 2018, Vol. 1, Chapter 9, Section I (share issue, reporting, temporary accounts), Bangladesh Bank.
- FEID Circular No. 01: Issue of ordinary shares in favor of non-residents, Bangladesh Bank, 27 January 2025.
- FEID Circular No. 01: Master circular on transfer of shares and repatriation of sale proceeds, Bangladesh Bank, 8 March 2026.
- Procedures of foreign investment and repatriation (share money deposit, foreign currency retention, dividends), Bangladesh Bank FEID portal, checked 3 November 2026.
- Companies Act, 1994, section 151 (return of allotments), Laws of Bangladesh.
- Services for Foreign & Joint Venture Projects (amendment documents and fee), Invest Bangladesh, checked 3 November 2026.
- Frequently asked questions (dividend remittance, double taxation treaty certificate), Invest Bangladesh, checked 3 November 2026.
General information, not legal or tax advice. Bangladesh Bank changes these rules often; check the current circular with your AD bank or ask us before money moves.