Board · Directors · Banking Authority
Director and Governance Support in Bangladesh
Put the right people on your Bangladesh board and the right authority on your bank account. We recruit directors, assess whether a nominee arrangement is wise for your company, and review who should represent you with the bank, so control stays with you and liability stays where it belongs.
Three Ways We Support Your Board
Director Recruitment
Find and vet independent, resident and managing directors.
Nominee Director Assessment
An independent check of risks, liability and safer alternatives.
Banking Representation Assessment
Review signatories, mandates and controls on your company account.
What Is Director and Governance Support?
Director and governance support helps a foreign-owned company in Bangladesh appoint qualified directors, understand the legal duties those directors carry, and decide who may act for the company with its bank. A private company in Bangladesh needs at least two directors and a public company at least three, and every appointed director carries legal duties and potential personal liability under the Companies Act, 1994.
Getting these appointments right protects your control of the company, keeps bank accounts operating smoothly and avoids costly disputes later. If you are still setting up the entity, see company setup and local presence first.
2 directors
Minimum board for a private limited company in Bangladesh.
3 directors
Minimum board for a public company or a subsidiary of a public company.
1/5 independent
Share of independent directors required for listed companies under the BSEC Corporate Governance Code, 2018.
Personal liability
Directors can face fines, disqualification or personal liability for breaches and compliance failures.
01 · Director Recruitment
Director Recruitment in Bangladesh
We find directors who add judgement, local knowledge and credibility to your board, not just a name on Form XII. Every shortlist comes with background, conflict-of-interest and reference checks, and a clear role description so each director knows what is expected.
Listed companies must keep at least one-fifth of the board independent under the BSEC Corporate Governance Code, 2018. Private companies have no such rule, but an experienced independent voice often improves decisions and lender confidence.
Independent Directors
Experienced professionals with no ties to management, for listed companies, lender requirements or stronger oversight.
Resident Directors
A Bangladesh-based director who takes part in board decisions and is available for local filings and meetings.
Managing Directors and Country Heads
Executives who run day-to-day operations, full-time or part-time, with clear authority limits set by the board.
Board Advisors and Committee Members
Specialists in audit, finance, compliance or your sector to strengthen board committees without a full directorship.
02 · Nominee Director Assessment
Nominee Director Assessment: Know the Risks Before You Appoint
Many foreign founders are told they need a nominee director to start in Bangladesh. Often they do not. Bangladesh company law does not create a lighter class of director: a person named on the board carries the same statutory duties and potential liability as any other director, and banks still identify the real beneficial owners under anti-money-laundering rules.
Our assessment looks at why a nominee is being considered, what control and liability it would create, and whether a resident director, a part-time country head or a local business advisor would meet the same need more safely. You get an independent written view, not a sales pitch.
What the Assessment Covers
- Why a nominee is being proposed and whether the law actually requires one
- Control risk: who can sign, vote and bind the company
- Liability the nominee and the true owners would carry
- Bank and beneficial ownership disclosure consequences
- Protections needed if a nominee is still chosen: board limits, reserved matters, resignation terms
- Safer alternatives ranked for your situation
General information, not legal advice. Specific appointments should be confirmed with a Bangladesh-qualified lawyer.
Nominee Director vs Safer Alternatives
The options foreign owners most often compare, and what to check for each.
| Option | Role in practice | Legal exposure | Check before you choose |
|---|---|---|---|
| Nominee director | Named on the board with limited real involvement | Same duties and potential liability as any director | Control safeguards, bank KYC impact, exit terms |
| Resident director | Active board member based in Bangladesh | Full director duties, exercised in practice | Experience, independence, time commitment |
| Part-time country head | Manages operations under board authority, may not be a director | Employment or service contract; director liability only if appointed | Authority limits, reporting lines, notice terms |
| Foreign directors with a local representative | Board stays overseas; a Dhaka contact handles filings and follow-ups | Directors abroad remain responsible for compliance | Bank signatory rules, document legalisation, response times |
03 · Banking Representation Assessment
Banking Representation Assessment for Your Bangladesh Company
Whoever signs on the company bank account effectively controls its money. We review who should represent your company with the bank, how mandates and limits should be set, and whether your signatories can meet bank KYC rules. Expatriate signatories living in Bangladesh, for example, are generally asked for a work permit and an employment or investor visa.
Signatory Structure
- Who should be an authorised signatory
- Single or joint signing and payment limits
- Board resolution wording for the mandate
- Backup signatories for absence or exit
KYC and Documentation
- Company documents, board resolution and shareholder list
- Passports, photos and personal details of signatories
- Work permit and visa for expatriate signatories
- Beneficial ownership information the bank will request
Controls and Reporting
- Internet banking roles: maker, checker and viewer
- Statement access for head office and auditors
- Outward remittances under Bangladesh Bank foreign exchange rules
- Monthly reconciliation and review by the board
How a Governance Review Works
Each engagement is scoped in writing with a fixed fee. Ongoing filings and board support can continue through our corporate secretarial and regulatory compliance services.
- Discovery call: your ownership, current board, bank and what is driving the question.
- Document review: MoA and AoA, board resolutions, bank mandate and any existing nominee or service agreements.
- Written assessment: risks, options and a clear recommendation for each of the three areas.
- Implementation: director search, board resolutions, bank mandate updates and RJSC filings, if you decide to proceed.
Director and Governance Support: FAQs
How many directors does a company in Bangladesh need?
A private limited company needs at least two directors. A public company, or a private company that is a subsidiary of a public company, needs at least three. Listed companies must also follow the BSEC Corporate Governance Code, 2018, which requires a board of five to twenty members.
Can foreigners be directors of a Bangladesh company?
Yes. Directors can be Bangladeshi or foreign nationals, provided they meet the legal requirements such as being at least 18 years old and not disqualified. Foreign directors who will live and work in Bangladesh need the appropriate visa and work permit.
Does a foreign-owned company need a nominee director in Bangladesh?
Usually not. Directors can be foreign, so there is generally no legal need for a local nominee. Before appointing one, assess the control and liability risks and consider alternatives such as a resident director, a part-time country head or a local representative.
Is a nominee director liable like any other director?
In general, yes. Bangladesh company law does not provide a lighter category for nominee directors, so a person named on the board carries the same statutory duties and may face the same liability for breaches and compliance failures. Confirm specific situations with a Bangladesh-qualified lawyer.
What is the independent director requirement in Bangladesh?
Under the BSEC Corporate Governance Code, 2018, at least one-fifth of the directors of a listed company must be independent, rounded up to the next whole number. Private companies are not bound by this rule but may appoint independent directors voluntarily.
Who should be the bank signatory for a foreign-owned company?
Usually a director or senior manager the board trusts, often with joint signing for larger payments and a backup signatory. Expatriate signatories living in Bangladesh are generally asked for a work permit and an employment or investor visa, so plan the mandate before opening the account.
What does a banking representation assessment include?
It reviews who represents the company with its bank, how signing authority and limits are set, whether signatories can meet KYC and beneficial ownership requirements, and how head office keeps visibility and control over payments.
Can you recruit a country head instead of a director?
Yes. Many foreign owners hire a full-time or part-time country head to run operations under board authority, while the board itself stays overseas. This keeps management local without handing over directorship or ownership control.
Talk to a Governance Advisor in Dhaka
Tell us about your board, directors and bank. Within one call you will know who should sit on your board, whether a nominee arrangement makes sense, and who should represent you with the bank.
BPO Bangladesh · Suite 610, 5th Floor, Rupayan Shopping Square, Bashundhara R/A, Dhaka 1229 · +880 1711-990020