by Tahmidur Remura Wahid | May 31, 2024 | Corporate, M&A, Finance
Quality certification and standard mark in bangladesh
Supporting documents for quality certification/standard mark are required.
- Trade license and BOI/BSCIC permit (optional).
- Trade Mark Registration/Copy of Application (Not Required)
- Label/Marking
PROCESS STEPS:
Step 1:
Obtain an application form from BSTI (free of charge).
Step 2:
Submit the application and supporting documentation. The fee for a new application is Tk. 50, while renewals are Tk. 25. Include supporting documentation.
Step 3: Inspection, about-
Check the laboratory facilities and collect a sample product at random for testing.
The health and hygiene of the factory premises.
Quality of the product, packaging, filling, storage, transportation, and so on.
Step 4: Testing- A random sample of the product is tested in accordance with the relevant Bangladesh standards.
Step 5: After receiving the certificate, pay a licensing fee calculated as {(0.1% of minimum production capacity) x (X factory price)}.
Step 6: Obtain a License.
TIME FRAMES:
Testing typically takes three to seven days. Frequently, backups cause delays. Furthermore, the time required depends on the type of goods and can range from one day to six months. The renewal period is from June to August, and owing to the hurry, it may take longer than usual.
RENEWAL PROCESS:
Renewal of Quality Certification follows the same procedure as obtaining a new License.
by Tahmidur Remura Wahid | May 31, 2024 | Commercial, Company Law
Getting a Fire License in Bangladesh
Supporting documents for a fire license are that are required listed below:
- You need a copy of the Certificate of Incorporation, together with the Memorandum and Articles of Association.
- Building layout/plan requires a valuation certificate from the municipality, city corporation, or union porishad.
- If renting a space or property, a deed of agreement is required, along with a rental receipt.
- No objection certificate from the Commissioner of the Plastic Industry.
- No objection certificate from the locals if the R/A is used for a plastic factory/industry.
PROCESS STEPS:
Step 1: Collect the Application Form from the Fire Service and Civil Defense Head Office in Dhaka.
Step 2: Fill out the form; if Garments Factory needs to add another form - "Information: Garments Factory"
Step 3: Include supporting documents with the application.
Step 4: Submit the application and supporting papers.
Step 5: Inspection by the FS&CDs Inspector.
There should be an option for entering the Fire Brigade Vehicle/Car on the spot.
There should be facilities for loading and unloading building goods.
Firefighting equipment.
Two exit staircases.
Step 6: Following the inspection, a Demand Note is issued, detailing the fees that must be paid. Additionally, points of violation are marked, and the applicant is given opportunity to rectify these issues. Fees should be deposited to the following account number: 1 - 2261 - 0000 - 2009.
Step 7: The sites will be examined to ensure that any identified issues have been corrected and that firefighting equipment has been installed.
Step 8: Issue/Obtain a Fire License.
TIME FRAMES:
Maximum of 7 days. Delays can occur owing to a failure to provide firefighting equipment.
RENEWAL PROCESS:
Submit the Bangladesh Bank Chalan and License to the Inspector for renewal.
by Tahmidur Remura Wahid | May 31, 2024 | Company Law, Share Capital, Transfer Share
How to Transfer Shares in a Bangladeshi Company
Shares in a Bangladeshi-registered business are movable property that can be transferred in accordance with the firm's articles of association. We have discussed the process of transferring shares in a private limited company registered in Bangladesh.
KEY HIGHLIGHT:
- In a private limited company, the transfer of shares may be restricted.
- Form 117 is a specified share transfer form.
- Stamp duty must be paid for the transfer of shares.
FIRST, CHECK FOR RESTRICTION IN THE ARTICLES AND/OR OTHER AGREEMENTS, LICENSES, PERMITS, AND APPROVALS.
Step 1: Check Share transfer restrictions in the articles of association
The Articles of Association (AOA) of a Private Limited Company may restrict share transfers. As a result, the Company's Articles of Association must be revised before the share transfer process can begin. In Bangladesh, it is normal for the company's articles of association to include pre-agreed procedures that must be followed when transferring shares in the firm.
Pre-emption is commonly used to restrict shareholders' rights to transfer shares. This means that if a shareholder desires to sell some or all of his shares, he must first offer them to other existing members of the private limited company at a price decided by the Directors or the Company's Auditor. If no present shareholders are interested, shares of the Company may be freely transferred to an outsider.
If there are any restrictions or special processes in place, these must be followed when transferring shares.
Share transfer restrictions in any laws, agreements, licenses, permits, or approvals.
All licenses, permits, agreements, and so on should be verified to see whether there are any restrictions on the transfer of company shares. If there are any restrictions, prior approval is required.
Step 2: Notify the company.
The shareholder intending to transfer the shares should provide written notification to the Company's Board of Directors of their desire to transfer shares. Under specific circumstances outlined in the Articles of Association, the Director may refuse to register a share transfer. The Board of Directors should hold a meeting to approve the transfer of shares. The Director should also provide a certificate in this regard.
STEP 3: PAYMENT OF THE SHARE PRICE
Once the corporation has given its consent, the payment for the shares should occur. If both the buyer and seller are locals or foreigners, no evidence of payment is necessary. However, if the seller is a Bangladeshi and the buyer is a foreigner, the Registrar of Joint Stock Companies and Firms (RJSC) will demand a bank encashment letter to transfer the shares.
STEP 4: EXECUTE THE FORM 117 AND PAY STAMP DUTY
Once the preceding formalities are completed, the shareholder transferring the shares should visit the Registrar of Joint Stock Companies and Firms (RJSC) and sign Form 117 in the presence of RJSC personnel. Other required documentation should also be submitted to RJSC.
Stamp duty is levied on the face amount of each share.
Once signed, a copy of the Form 117 should be provided to the company.
STEP 5: AMENDMENT OF THE REGISTRAR BOOKS AND ISSUE OF SHARE CERTIFICATE
Once the following steps have been completed, the firm should notify their share registrar, share transfer registrar, and minutes registrar, as well as issue a share certificate in favor of the new shareholder or alter the existing share certificate to reflect the changes.
REQUIRED DOCUMENTS:
Required documents include Form 117, an affidavit from the seller, a Board Resolution from the corporation sanctioning the transfer, and a Certificate of Transfer of Shares.
Depending on the situation, more documentation may be required.
by Tahmidur Remura Wahid | May 31, 2024 | Corporate, M&A, Finance
How to Change the Name of a Company in Bangladesh
Any corporation may alter its name by special resolution, with the Registrar of Joint Stock Companies and Firms' consent. The change of name will not affect the company's rights or obligations, nor will it render any legal proceedings by or against the company invalid; any legal proceedings that could have been continued or commenced against it under its previous name may be continued or commenced under its new name.
FIRST STEP: SELECTING A NAME
The availability of the new proposed name should be checked on the RJSC's website. If the name is available, a name clearance should be requested. Please refer to this instructions for acquiring name clearance.
RJSC may reject the proposed name if it falls within the following categories:
If the name is too similar to an existing corporation or incorporates abbreviations from government or international organizations.
SECOND STEP: BOARD MEETING.
A board meeting should be convened to adopt the proposed name. In the same meeting, the board should convene an Extraordinary General Meeting because the topic requires shareholder approval.
Third step: Extraordinary General Meeting.
At the general meeting, a specific resolution should be voted to approve the proposed name. A copy of the meeting's resolution must be filed with RJSC within 15 days following the meeting, together with Form VIII.
FOURTH STEP: APPLICATION TO RJSC.
An application should be made to the Registrar for approval of the requested name change. There is no required form for such an application; a simple application on the company's letterhead will suffice.
Fifth Step: Issued new COI
After the Registrar approves the new name, RJSC will issue a new Certificate of Incorporation. However, the company's registration number will remain unchanged. The new certificate validates the change of name.
After the RJSC provides a new certificate, the change should be reflected in the Memorandum and Articles of Association, as well as all papers, letterheads, seals, sign boards, and so on. The modification should be reflected on the share certificate.
LICENSES
The company's licenses, permits, and other documents should be modified to reflect the new name instead of the old name.
by Tahmidur Remura Wahid | May 31, 2024 | Corporate, M&A, Finance
Object clause revision in the MoA
An objects clause is a paragraph in a company's Memorandum of Association that specifies the goal and scope of its activities. The object clause's objective is to define and limit the activities that the corporation is entitled to carry out. Anything that goes beyond those restrictions is considered ultra vires (outside of the company's legal power or jurisdiction) and may be void.
The method of altering the object clause of a Bangladesh-registered corporation is described below.
STEP ONE: BOARD MEETING EXTRAORDINARY GENERAL MEETING
A board meeting should be convened, and the directors will ratify the proposed change and call an extraordinary general meeting (EGM). The EGM should be announced with 21 days' notice, unless the shareholders agree to a shorter notice period.
At the EGM, a specific resolution authorizing the change should be adopted.
Returns for the special resolution should be filed with the RJSC along with Form VIII.
Documents include notice of the meeting and resolution (for both the Board Meeting and the EGM), as well as certified copies of Form VIII.
Step 2: Apply to the High Court Division.
An application should be prepared for submission to the appropriate Company Bench of the High Court Division of the Supreme Court of Bangladesh. An affidavit should be submitted in support of the application. The application should include the proposed object clause(s) that support the requested changes in object clauses. It is common to include a brief history of the company's shareholding structure from conception until the date of filing.
Documents required include the application, certificate of incorporation, certified copies of the MoA and AoA, the most recent certified copies of Schedule X and Form XII from at least two years ago, notice and minutes of the EGM, and a letter of authorization.
Step 3: Admission Hearing.
After filling up the application, the Bench officer will assign it a matter number. The subject will appear on the Court's daily cause list, and the Court will eventually hear it. The Court may admit the case after hearing the evidence and reviewing the papers. If admitted, the court will order that a legal notice on the admitted matter be published in two daily newspapers, as well as served on the Registrar of Joint Stock Companies and Firms.
STEP 4: Publication of the Legal Notice and Affidavit of Compliance
According to the Court's ruling, legal notice should be published in the designated newspapers, and copies of the newspapers carrying the advertisement will be collected.
An affidavit of compliance must be given to the court, along with a copy of the legal notice previously published in the relevant publication, within the time frame prescribed by the court. Following the filing of the documents, the case will be added to the court's daily cause list for hearing.
STEP 5: HEARING AND DONATIONS
The court may issue a final order following the hearing if it deems it appropriate. It is normal for the court to request a gift to a charitable organization. The court may choose the donation amount and charitable organization. After completing the contribution to the charitable organization and presenting compliance to the court, the petitioner will receive the final order.
STEP 6: SUBMISSION TO THE RJSC.
The court's final order must be filed to the RJSC, after which the modified MoA and AoA will be issued.
