Forming a US LLC from Bangladesh: Complete Guide (2026)

Filing a Wyoming LLC from Dhaka takes an afternoon. Nothing on the US side asks where you live. The Bangladesh side does, and most of its rules were rewritten this summer.

Between 22 July and 30 September 2026, Bangladesh Bank reissued the circulars that govern freelancers and outward payments. A guide written before July cites circular numbers that have since been replaced. We read the current texts on 2026-10-17, together with the Foreign Exchange Regulation Act 1947 and the Income Tax Act 2023, and quote them below. Where a document does not answer a question, we say that instead of guessing.

The US filing itself is routine. Three Bangladesh questions are not: how money leaves the country to pay for the company, whether the company can keep what it earns abroad, and how the National Board of Revenue (NBR) taxes it.

US LLC from Bangladesh: the short version

Part 1: the US filing

Step 1: Pick a state

The state you form in sets your annual fees and the LLC statute you live under. It does not change federal tax treatment, which bank will take you, or anything on the Bangladesh side. Wyoming charges $60 a year in state fees (Wyoming Secretary of State), and Delaware charges $400. For a single-member LLC with one owner and no board, that $340 a year is the main difference. The full comparison is in the state selection guide, and the five-year costs are in what a non-resident LLC costs.

Step 2: File the LLC

Forming the LLC means filing Articles of Organization with the state and naming a registered agent with an address in that state. You also need an operating agreement. It is not filed with the state, but banks and payment platforms ask for it. No state asks for US citizenship or residency.

You can file directly on the state's website and hire a registered agent separately, or pay a formation service to bundle the filing, the agent, the EIN application and the operating agreement. Packages run roughly $297 to $500. The services and their prices are compared side by side in Stripe Atlas vs Firstbase vs doola. Paying for any of this from Bangladesh is its own question, covered in Part 2.

Step 3: Get an EIN

The EIN is the LLC's federal tax number. The IRS issues it free. Without an SSN or ITIN, the online application is closed to you. The routes left are Form SS-4 by fax or mail, or the IRS line for international applicants. All three paths are walked through in how to get an EIN without an SSN.

Step 4: The account and the payment rails

This is where living in Bangladesh decides the answer. Of the providers we checked, one names Bangladesh on its prohibited-countries list, one won't issue USD account details to a Bangladesh address, and neither Stripe nor PayPal lists Bangladesh. A few publish no restriction at all, which is not the same as approval. The provider-by-provider read, quoted from each provider's own page, is in US banking for Bangladeshi LLC owners.

Part 2: Bangladesh Bank and the money going out

The rule underneath: FERA section 5

The Foreign Exchange Regulation Act 1947 is short on this point. Section 5(1) says that, save under an exemption granted by Bangladesh Bank, "no person in, or resident in, Bangladesh shall— (a) make any payment to or for the credit of any person resident outside Bangladesh". Clause (e)(i) adds payments made in return for, or "in association with", acquiring property outside Bangladesh. Section 23(1) makes a contravention punishable with imprisonment of up to seven years, a fine, or both, and lets the tribunal confiscate the property involved (FERA 1947, bdlaws).

So every outward payment below runs on an exemption that Bangladesh Bank has written into a circular. Where no general exemption covers a payment, section 5 leaves a specific permission from Bangladesh Bank as the remaining route. We found no published procedure for individuals seeking one.

The general permission to fund a company abroad: FEID Circular No. 02

On 27 March 2025, Bangladesh Bank's Foreign Exchange Investment Department issued FEID Circular No. 02, "Establishment of legal entities abroad" (PDF). It grants general permission to remit up to USD 10,000 "by way of investment for supporting a Start-up business in Bangladesh". Paragraph 03 extends it to individuals:

"ADs may effect remittances within the aforementioned limit on behalf of Bangladeshi nationals to establish legal entities abroad provided that applicants have innovative ideas to explore business abroad with linkage to reroute investment and earnings into Bangladesh in near future."

"ADs" are authorised dealer banks, meaning your own bank. The conditions in paragraph 05:

• Only one legal entity abroad under this authorisation.
• The money comes from your own funds, "not from borrowings from banks and/or refinance facilities in Bangladesh".
• The bank satisfies itself about the "innovativeness of the products, processes and/or services, commercial viability and scalability of the business model".
• The destination has to suit the business model and bring future financial benefits to Bangladesh.
• Annual reports go to Bangladesh Bank, and the overseas entity's audited financial statements go to the Foreign Exchange Investment Department within three months of its year-end.
• Any change in ownership is reported, and money not used for the entity is brought back.

The route was written for a startup with a Bangladesh link, and a freelancer's service LLC is a harder fit for the "innovative ideas" test. That call belongs to the bank, though, and the circular does not bar it. Then there is the audit. A US single-member LLC has no US audit requirement, so under this route the audit is a cost the Bangladesh side creates.

We found no later amendment, searching the web and Bangladesh Bank's 2026 FEPD circulars. The FEID circular list itself sits behind a CAPTCHA, so treat this as the March 2025 text.

What is not a route

The branch-office permission. FEPD-1 Circular No. 40 (30 September 2026), Part-C paragraph 6, says no prior approval is needed to open offices abroad. But it defines "residents" for that paragraph as "legal resident entities", not individuals. It allows up to USD 30,000 a year for an office's running costs, and it closes the door this guide is about: "In no way, this authorization is useable for equity remittance to establish subsidiaries abroad." (PDF)

The 2022 overseas equity rules. The Capital Account Transaction (Equity Investment Abroad) Rules, 2022 are reported to be open only to companies registered under the Companies Act 1994 with export earnings. Secondary sources give the cap as the lower of 20% of five-year average export earnings or 25% of net worth. We did not retrieve the gazette text itself. On those reports, an individual is not an eligible applicant.

Funding the LLC from earnings that never came home. FEPD-1 Circular No. 26 (30 July 2026), Part-H paragraph 5, lists what counts as keeping export proceeds abroad. Its list starts with "equity/portfolio investment". On those words, putting unrepatriated client income into the LLC is not a way around the outward-payment rule. It is one of the things the paragraph names (PDF).

Paying the US fees: state fee, registered agent, formation package

Three card rules in the current circulars touch this:

• The travel quota. Residents can draw up to USD 18,000 per calendar year (Circular 40, Part-B paragraph 1(2), as raised by FEPD-1 Circular No. 33 of 6 September 2026). Banks can issue international cards against it.
• Online purchases. Circular 40, Part-I paragraph 20 lets cardholders pay online "not exceeding USD 300 or its equivalent at a single transaction against legitimate purchase of items of goods and services (such as downloadable application software, e-books, etc.)". Total online spending is capped at the unused travel quota plus up to USD 1,000 a year.
• Individual developers and freelancers of mobile apps and games who hold a qualifying training or course certificate (from a government body, BASIS or a recognised institute) can get a virtual card for IT costs such as software licences and hosting, capped at USD 500 a calendar year (Part-C paragraph 20(1)). Beyond that, freelancers can pay "bonafide business expenses" out of their ERQ balances through a digital wallet (paragraph 20(3)). Circular 22 lists those expenses as "foreign travel, software registration, domain/hosting fees, server maintenance, and import of equipment".

None of these lists names a US state filing fee, a registered-agent fee or a formation package. The circulars do not say whether such a payment is a purchase of services, which would be the card route, or money sent to set up an entity abroad, which is the FEID route. A formation package priced above USD 300 also does not fit in one paragraph-20 transaction. The circulars put each remittance through an authorised dealer bank, but they do not say who classifies a formation fee.

Part 3: Bangladesh Bank and the money coming back

Service income has to come home

FEPD-1 Circular No. 22 of 22 July 2026 is titled "Foreign exchange transactions by freelancers/individual service exporters" (PDF). Two paragraphs carry the weight:

"8. Time limit for repatriation: Export proceeds from services shall be repatriated within the prescribed time limits applicable to export of goods."

"9. Prohibition on retention abroad: Retention of export proceeds abroad, in any form (including foreign accounts, assets, or virtual assets), other than permitted notional/merchant accounts under approved arrangements, shall constitute a violation of the Foreign Exchange Regulation Act, 1947."

The time limit for goods is four months (Circular 26, Part-A paragraph 8(1)). Circular 26 also names the penalty route: retention abroad "constitutes contravention of Section 5(1)(e)(i) of the FER Act, 1947 and is subject to cognizance under Section 23(1)". The permitted "notional/merchant accounts" are described there as accounts service exporters keep "to repatriate their income through concerned ADs in Bangladesh".

The Financial Express reported in May 2025 that freelancers were keeping parts of their earnings in foreign accounts. The July 2026 circular puts the prohibition in writing for freelancers by name.

Does that reach money sitting in a US LLC account?

The circulars never mention an LLC, and none of them deals with an entity standing between the freelancer and the client. Two readings are possible.

1. The service is yours. You do the work from Bangladesh, so the client's payment is a resident's export proceeds. A balance held in the LLC's US account is then proceeds retained abroad.
2. The service is the LLC's. The client pays a US company, and only what the LLC later pays you is your remittance.

Our reading, and it is no more than that, is that the first is closer to the words. The circular is addressed to individual service exporters, and a single-member LLC has no one but you to perform the service. A Bangladeshi foreign-exchange lawyer is the person who can settle it for your facts. What no document supports is the assumption that the LLC moves the income outside Bangladesh Bank's rules.

What happens when the money lands

• ERQ retention. You can keep "up to 50% of net export earnings in foreign currency against export of software, data entry/processing, and other ICT-related services, and up to 30% in respect of other legitimate services". The rest "shall be mandatorily converted into Taka" (Circular 22, paragraph 6).
• Paperwork threshold. Inward remittances up to USD 20,000 are credited without Form-C. Above that, an online Form-C (ICT) is required "unless otherwise permitted under relevant instructions" (paragraph 3(c)).
• Gateway limit. Repatriation through an online payment gateway is capped at USD 10,000 per transaction (paragraph 4(b)). Banks can issue dual-currency "Freelancer Cards" (paragraph 5(a)).
• On top of the converted amount, The Financial Express reported a 2.5% incentive for individual freelancers exporting software and IT-enabled services in FY2026-27. We did not locate the circular itself.

Part 4: the NBR and tax

The Income Tax Act 2023 is quoted here from the NBR's authentic English text (PDF). That text reflects amendments through the Finance Act 2024. Where it conflicts with the Bangla text, the Bangla text prevails.

Are you resident?

Section 2(45) makes you resident for an income year if you were in Bangladesh for "minimum 183 (one hundred and eighty-three) days" that year, or for 90 days or more that year after 365 days or more during the four preceding years. The income year runs 1 July to 30 June. Some secondary sources give 182 days. The Act says 183.

Worldwide income

For a resident, section 26(1)(a) taxes all income, "from whatever source derived", that "accrues or arises to him outside Bangladesh" or "is received or deemed to have been received outside Bangladesh by or on behalf of such person". Income that accrues to you or is received by you is in scope wherever it arises. Whether the LLC's profit counts as yours before it is paid out is the open question in the next paragraph.

What the Act does not say is how it sees a single-member LLC. The IRS ignores one for income tax, treating its income as the owner's. We found no rule in the Act text on foreign entities of that kind, and no clause that settles whether the NBR taxes the LLC's profit as it is earned or only what reaches you. That is a question for a Bangladeshi tax practitioner, put in writing.

The LLC goes on your asset statement

Two sections apply without any LLC-specific rule. Section 165(2) says an individual's return contains "a statement of all types of assets and liabilities located in Bangladesh and outside Bangladesh". Section 167(1)(d) makes that statement mandatory for anyone who "owns any asset abroad at any time during the income year". On the plain words, an LLC interest and a US bank balance are assets abroad.

The IT freelancing exemption and its bank-transfer condition

Sixth Schedule, Part I, paragraph (21) exempts income from a list of businesses, including "software development and customization" and "IT Freelancing", for "a resident or a non-resident Bangladeshi individual for the period from July 1, 2024 to June 30, 2027". It carries one proviso:

"Provided that all income, expenditure and investment of the business shall be performed wholly through bank transfer from July 1, 2024"

The Act defines "bank transfer" in section 2(72) by reference to crossed cheques, "any other means approved by the Bangladesh Bank", and mobile financial services. On our reading, earnings parked and spent in a US account that Bangladesh Bank's circulars treat as retention abroad sit badly with "wholly through bank transfer". The Act does not address the case directly.

The Finance Act 2026 (Act No. 96 of 2026) was published in Bangla only, and we could not machine-read it. We have not confirmed whether it extended paragraph (21) or changed it.

Tax taken at source when money arrives

Section 124 has the paying bank deduct tax from sums remitted from abroad for "rendering any service or performing any task by a resident person in favour of a foreign person". The rate in the authentic text is 7.5%, set by the Finance Act 2024. Proviso (2) exempts from deduction "the amount excluded from total income by paragraph (12), (17), (21) and (33)", so exempt IT freelancing income is not deducted. KPMG's summary of the 2026 Finance Bill reported a cut to 5%, which we have not confirmed in the enacted text.

Filing date

Section 2(23) sets the "Tax Day" for individuals at 30 November after the income year ends. KPMG's Finance Bill 2026 summary describes a replacement: a rebate for early filing and penalties that rise by quarter. That is a bill-stage summary, so 30 November is the Act's date as of the Finance Act 2024 text, not a confirmed current deadline.

Part 5: the US side, briefly

Form 5472. A single-member LLC owned by a Bangladesh resident is a foreign-owned disregarded entity. It files Form 5472 with a pro forma Form 1120 every year, and the penalty for missing it is $25,000 per form, per year. See what happens if you miss Form 5472.

US income tax. Whether the LLC owes US income tax turns on whether it is engaged in a US trade or business. Services performed from Bangladesh point the other way, but the test is fact-specific. It is laid out in how a non-resident-owned US LLC is taxed.

No treaty in force. The United States and Bangladesh signed an income tax convention in 2004 (Treasury treaty documents). We found no record that it entered into force: the IRS treaty index lists Bangladesh documents without an in-force note, and no exchange of ratification turned up on irs.gov, treasury.gov or in the Senate documents. Without a treaty, any relief from double taxation rests on each country's domestic law.

Three setups, read against the documents

A freelancer on Fiverr or Upwork routes client payments into a US LLC account. The US side adds Form 5472. The Bangladesh side keeps everything it had: the four-month repatriation rule, the retention prohibition (which, on our reading, reaches the US balance), the asset statement under section 167, and the bank-transfer condition on the IT freelancing exemption. The LLC adds a layer and removes none.

A SaaS founder sells through a merchant of record. Lemon Squeezy's own page lists Bangladesh among the countries it makes bank payouts to. A payout that lands in a Bangladesh bank account is the shape the circulars describe, and that route does not need a US entity at all. The decision framework on whether you need a US LLC and the merchant-of-record comparison cover that choice.

A founder with a Bangladesh startup sets up a US company. This is the one setup the circulars were written for. FEID Circular No. 02 allows up to USD 10,000 through your bank, for one entity, with annual reports and audited financial statements of the US entity going back to Bangladesh Bank. If the remitter is a Bangladesh company rather than you personally, it has to have been operating for less than ten years.

Frequently asked questions

Do I need Bangladesh Bank approval to form a US LLC?

We found nothing in the documents that requires approval for the filing itself, which happens in the US. Paying for it is where FERA applies. Section 5(1) bars payments to anyone outside Bangladesh except under an exemption. The card rules cover online purchases up to USD 300 per transaction. FEID Circular No. 02 covers up to USD 10,000 to establish an entity, subject to the bank's assessment. The circulars do not say which heading a formation fee falls under, or who classifies it beyond the authorised dealer bank that processes the payment.

Can my US LLC keep its earnings in a US bank account?

Circular 22 of 22 July 2026 says keeping export proceeds abroad "in any form (including foreign accounts, assets, or virtual assets)" violates FERA, and the time limit for bringing them home is four months. That deadline is not a permission to hold them abroad in the meantime. The circular does not mention LLCs. On our reading, a single-member LLC's client income from work you do in Bangladesh is close to the circular's words. No document we found says the LLC takes the income outside the rule.

Is my US LLC's income taxable in Bangladesh?

If you are resident (183 days, or 90 days after 365 over the previous four years), section 26 taxes your worldwide income. The Act does not say how it treats a single-member US LLC, or whether it taxes the profit when earned or when paid to you. The LLC still goes on your statement of assets and liabilities under section 167(1)(d).

Is IT freelancing income still tax-free in Bangladesh?

Under the Income Tax Act text amended through 2024, yes, from 1 July 2024 to 30 June 2027, provided all income, spending and investment of the business runs "wholly through bank transfer". We could not confirm whether the Finance Act 2026 changed this.

Is there a US–Bangladesh tax treaty?

The two countries signed one in 2004. We found no record that it entered into force, searching irs.gov, treasury.gov and the Senate treaty documents.

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Key Takeaways

• FERA section 5 bars payments abroad except under a Bangladesh Bank exemption, and section 23 carries up to seven years. The one general exemption we found for funding a foreign company as an individual is FEID Circular No. 02: up to USD 10,000, one entity, startup-linked, with audited accounts sent back.
• Online card payments are capped at USD 300 per transaction within the travel quota. No circular says whether a formation fee is a purchase or an investment.
• Service export proceeds are due home within four months, a deadline that does not itself permit holding them abroad. Circular 22 (22 July 2026) calls retention in foreign accounts a FERA violation. It does not mention LLCs. Our reading is that a single-member LLC's balance is close to its words.
• The NBR taxes residents on worldwide income, and section 167(1)(d) puts any asset abroad on your asset statement. How it treats a disregarded US LLC is not written down.
• The IT freelancing exemption runs to 30 June 2027 and depends on everything going "wholly through bank transfer". The Finance Act 2026 text is Bangla-only and unconfirmed on this point.
• The US–Bangladesh treaty was signed in 2004 and, as far as we could find, never entered into force.

Related Reading

• US Bank Account from Bangladesh: What Actually Works (2026)
• SBP and FBR Rules for Pakistani Founders with US LLCs (2026)
• How a Non-Resident-Owned US LLC Is Taxed
• Form 5472: $25,000 Penalty for Non-Resident LLCs
• How to Get an EIN Without an SSN
• How Much Does It Cost to Form a US LLC as a Non-Resident?
• Best State for an LLC as a Non-Resident (2026)

References

All read on 2026-10-17.

• Foreign Exchange Regulation Act, 1947 (bdlaws): section 5(1)(a) and (e)(i), restrictions on payment; section 23(1), penalty of up to seven years
• FEID Circular No. 02, 27 March 2025 (PDF): "Establishment of legal entities abroad", paragraphs 01 to 05
• FEPD-1 Circular No. 22, 22 July 2026 (PDF): freelancers and individual service exporters. Paragraph 3(c) (Form-C threshold), 4(b) (gateway limit), 5(a) (Freelancer Cards), 6 (ERQ), 8 (repatriation), 9 (retention abroad)
• FEPD-1 Circular No. 26, 30 July 2026 (PDF): consolidated export circular. Part-A paragraph 8(1) (four months), Part-H paragraph 5 (retention, including equity investment)
• FEPD-1 Circular No. 40, 30 September 2026 (PDF): consolidated outward-remittance circular. Part-B paragraph 1(2) (USD 18,000 quota), Part-C paragraph 6 (offices abroad), Part-C paragraph 20 (IT expense cards), Part-I paragraph 20 (USD 300 online card payments)
• Income Tax Act 2023, NBR authentic English text (PDF): sections 2(23), 2(45), 2(72), 26(1), 124, 165(2), 167(1)(d); Sixth Schedule Part I paragraph (21)
• Finance Act 2026, NBR (PDF, Bangla): Act No. 96 of 2026. Not machine-readable to us
• KPMG Bangladesh, Salient features of Finance Bill 2026 (PDF): bill-stage summary of the section 124 rate and filing-date changes
• Jural Acuity, foreign equity investment by Bangladeshi residents: secondary summary of the 2022 Equity Investment Abroad Rules
• The Financial Express, 2 May 2025: freelancers keeping earnings in foreign accounts
• The Financial Express, FY2026-27 export incentives: 2.5% incentive for individual freelancers (secondary)
• US Treasury, tax treaty documents: US–Bangladesh convention, signed 2004
• IRS, United States income tax treaties A to Z: Bangladesh treaty documents
• IRS, About Form 5472: information return for foreign-owned disregarded entities
• Wyoming Secretary of State: LLC filing and annual report fees

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