Registration of a Private Limited Company in Bangladesh
This article will explain in details about formation and registration of a Private Limited Company in Bangladesh as per the latest regulations in 2024.
It will focus on five easy steps: business name clearance, drafting required documents, opening a bank account, COMPANY REGISTRATION with the RJSC, and post registration formalities.
It restricts the ability to transfer shares [section 2(q)]
The minimum number of members is 2 (two) [s. 5]; the maximum number of members is 50 (fifty), excluding employees of the Company [s. 2(q)].
It must have at least two directors [s. 90 (2)]
It PROHIBITS any public invitation to subscribe for the Company’s shares or debentures [s. 2(q)].
After completion of Registration of a Private Limited Company in Bangladesh, it can begin operations as soon as it is registered with THE REGISTRAR OF JOINT STOCK COMPANIES (RJSC), subject to obtaining the other licenses listed below in the post-registration section of this Report.
We will explain the whole thing in this article, but here is a table outlining the steps involved in forming a company in Bangladesh:
Step
Description
1
Choose a business name and register it with the Registrar of Joint Stock Companies and Firms (RJSC).
2
Obtain any necessary licenses or permits for your business.
3
Draft the memorandum and articles of association for your company.
4
Hold a meeting with the directors to adopt the memorandum and articles of association.
5
Submit the memorandum and articles of association, along with other required documents, to the RJSC for registration.
6
Pay the registration fees and obtain a certificate of incorporation from the RJSC.
7
Obtain a tax identification number (TIN) from the National Board of Revenue (NBR).
8
Register for any necessary taxes with the NBR.
9
Obtain any necessary approvals or permits from relevant government agencies.
10
Start operating your business.
Please note that this is a general overview of the process and may vary depending on the specific type of company you are forming and the nature of your business. It is advisable to seek legal and professional guidance to ensure that all necessary steps are taken and all necessary documents are properly completed and filed. Now let’s get into details!
Procedure for Registration of a Private Limited Company in Bangladesh
The first step in forming a private LIMITED COMPANY IN BANGLADESH is to fix a desired name for the company. Following the selection of a name, the applicant must apply FOR NAME CLEARANCE IN ORDER to obtain the name approval certificate RJSC.
The certificate is usually delivered within 1 to 2 days. Investors are required to PAY RJSC THE NECESSARY FEES for name clearance and verification.The government fee for name clearance is currently 230 BDT or around 3 USD.
A limited company’s Memorandum of Association (MOA) states the company’s objectives, company’s authorized capital, and list of the shareholders along with their respective shareholdings.
The AoA outlines all of the regulations that govern how a limited company operates. The AoA should include the number and list of directors, the board’s power, the Managing Director’s power, the meeting process, quorum, notice procedure, and the appointment of auditors.
It also specifies how the company’s bank account will be managed.
This stage is solely applicable if the proposed company has FOREIGN SHAREHOLDING. The following documents need to be filed to the respective banks in order to open the bank account:
Name Clearance
Draft copy of your MoA and AoA
Board Resolutions of the foreign company
Passports copies of the representative shareholders
The remitted funds will be held by the bank. The bank will produce an ENCASHMENT CERTIFICATE, which will be required by RJSC in order for the company to be incorporated.
This certificate states that the appropriate capital contribution has been duly deposited in the proposed company’s temporary bank account.
After SUCCESSFUL company formation, the last step in order to form a private limited company in Bangladesh is to acquire the following certificates/licenses:
(a) Trade License
The companies must obtain a trade license from the local authorities. The proposed Company must submit an application to the local City Corporation, together with all essential paperwork and payments.
The COST OF GETTING A TRADE LICENSE is around USD 200, and it can be renewed annually. Three to four working days are typically required to receive it.
b) TIN (Tax Identification Number)
A private limited company in Bangladesh must obtain an E-TIN from the NATIONAL BOARD OF REVENUE‘s (NBR) website, which can be done free of cost.
c) VAT Registration Certificate
The newly formed company must also obtain a VAT REGISTRATION Certificate from the National Board of Revenue. This should take about 5-7 working days.
Profit and Loss Account within 30 days of AGM. Form 23B which is a letter of approval from the auditor that must be provided within 30 days of the appointment date.
Essential Information for Foreign Investors
Foreign investors need to keep the following things in mind when they plan to form a private limited company in Bangladesh:
The costs of registering a company are primarily determined by the company’s authorized capital. The average cost is between USD 1800.
Foreign nationals may be employed at a 20:1 (local: expat) ratio, subject to obtaining the necessary work permit.
Except in a few restricted areas, 100 percent FDI investment is permitted.
Directors can be either foreign or domestic nationals.
The typical CORPORATE INCOME TAX RATE ranges from 25% to 45 percent, depending on the sector and nature of the company.However, tax exemptions are available for selected sectors and areas for 5-7 years.
There are also additional tax exemptions for investing in Special Economic Zones.
What are some alternative ways to set up a company in Bangladesh?
A branch is not a separate incorporated entity, but rather an extension of its parent company. In other words, the parent company is liable for the liabilities of its branches.
With BANGLADESH INVESTMENT DEVELOPMENT AUTHORITY’S (BIDA) approval, a branch can engage in commercial activities. The Exchange Control Guidelines, on the other hand, strictly monitor its operation. In Bangladesh, the average time to open a branch officis 45- 60 days.
A liaison, also known as a representative office, is subject to BIDA approval similarly as a branch.
It must have an overseas parent company, and its activities are limited because it only serves as a communication or coordination instrument for Bangladesh’s business resources.
Also, keep in mind that a liaison office in Bangladesh cannot earn any local income. Through remittance, the parent company bears all of its expenses and operational cost. It also adheres to the general BUSINESS REGISTRATION PROCEDURE IN BANGLADESH.
Are you planning to register a private limited company in Bangladesh?
Company formation and registration at Tahmidur Rahman Remura: The Law Firm in Bangladesh:
The legal team of Tahmidur Rahman, THE LAW FIRM IN BANGLADESH Remura: The Law Firm in Bangladesh are highly experienced in providing all kinds of services related to forming and registering a Private Limited Company in Bangladesh . For queries or legal assistance, please reach us at:
E-mail: INFO@TRFIRM.COM Phone: +8801847220062 or +8801779127165
Address: House 410, Road 29, Mohakhali DOHS
How much money is required for company registration in Bangladesh?
The governmental fees for registering a company are determined by the amount of authorized capital. Government fees for the issuance of an Incorporation Certificate shall be BDT 1000.
How long does it take to register a company in Bangladesh?
Once the aforementioned formalities have been completed, RJSC will usually issue the certificate of incorporation (Company registration certificate) within 6-8 working days.
It usually takes 2-3 weeks from the date of submission of all documents to RJSC to register a company.
What is BIDA?
Bangladesh Investment Development Authority (BIDA) is in charge of facilitating foreign investments in the country.
BIDA's responsibilities include issuing work permits for foreign employees, visas for foreign investors, processing loans from foreign sources, approving remittance of royalties and technical fees, assisting in the acquisition of industrial plots, facilitating utility connections, approving foreign loans, suppliers credit, and providing assistance and advice on a variety of investment-related issues.
Foreign investors with industrial projects are strongly advised to register with BIDA after forming their limited company. However, there is no requirement for a commercial or trading company to register with BIDA. The average time frame for obtaining registration is 7-10 working days.
What documents are needed to set up a private limited company in Bangladesh?
1. Memorandum of Association 2. Article of Association 3. Certificate of Incorporation 4. Trade License 5. TIN 6. VAT Registration Certificate 7. Name Clearance 8. Environmental Clearance Certificate 9. Fire Certificate
What is the minimum capital required for a private limited company in Bangladesh?
In Bangladesh, there is no minimum or maximum authorised capital for a local company.
However, for practical reasons and to obtain complete flexibility in terms of expatriation and bringing in foreign expatriates, a minimum of USD 50,000/- must be invested in the Company.
Can a single person start a company in Bangladesh?
Bangladesh does not allow a single person to open a private limited company or One Person Company (OPC).
A private limited company must have at least two shareholders. In the case of a public limited company, however, the total number of shareholders required is seven.
Can a private limited company have one director in Bangladesh?
A private limited company must have at least two directors. Local or foreign nationals may serve as directors.
Directors must be at least 18 years old and have never been bankrupt or convicted of a crime. A director is required by law to own the qualification shares specified in the Articles of Association.
What is the difference between authorised capital and paid-up capital?
- Authorised capital: The amount of authorised capital must be specified in the Memorandum of Association and Articles of Association. It is the maximum amount of share capital that a company may allocate to shareholders.
In Bangladesh, there is no minimum or maximum authorised capital for a local company. However, for practical reasons and to obtain complete flexibility in terms of expatriation and bringing in foreign expatriates, a minimum of USD 50000/- must be invested in the Company.
-Paid-Up Capital : The minimum paid-up capital for registering a Bangladeshi company is Taka 1 (for local companies) and USD 50000 (for foreign companies).
How to take foreign loans in Bangladesh in 2023 | Step by step process of getting loan from foreign entities
11 Jan 2023
Tahmidur Rahman, Director and Senior Associate
This post will explain in details about Overseas Financing & Foreign loans for Bangladeshi Companies- How to take foreign loans in Bangladesh in 2023 . Here in this post we explain the Procedure & Guidelines for the required approval of foreign loans by Bangladeshi Companies.
Table of Contents
Find the subsections below, If you want to jump through specific sections instead of reading the whole article.
Over the last decade, obtaining a foreign loan by Bangladeshi entities or companies, have increasingly become a routine occurrence. Bangladeshi companies choose international loans for a variety of reasons, including lower interest rates and the ability to borrow a big sum from a single lender.
The Government of Bangladesh has been enabling foreign borrowing legally approved by the Scrutiny Committee in order to attract foreign investment in the private sector through simpler long-term financing of industrial projects at lower cost of funds and to relieve strain on foreign currency reserves.
According to a notice released by the central bank’s Foreign Exchange Policy Department, foreign-owned service companies can now obtain short-term loans as working capital from their parent companies and shareholders for essential business needs (FEPD).
Previously, such loans were exclusively available to foreign-owned industrial businesses that participated in manufacturing. Such loans were not available to service or trading enterprises. However, service businesses can now take out such loans as well.
The central bank further stated that such a loan might be available in convertible foreign currencies for a maximum of six years from the start of manufacturing and/or service output operations, with the opportunity to renew or extend the term during that time. Borrowing businesses may pay interest at a maximum of 3% per year until additional instructions are issued, with all other relevant transaction directions remaining intact.
What are the usual requirements to borrow?
Though each foreign lender has its unique set of criteria, the following is a summary of some of the most frequent requirements that a company may be expected to meet before acquiring the foreign loan.
Borrower possesses the necessary licences and permits to operate its business.
The borrower’s business records are up to date.
Borrower is a firm that is conscious about the environment.
All industry standard certifications have been obtained by the borrower (e.g. ISO certification).
Borrower is a company that follows all labour laws.
The borrower or the project has proper insurance.
Step by Step requirements and all the possible documents that you may need
When the documents are issued, they will be thoroughly reviewed by the BIDA Inter-Ministerial Committee. When the committee is content with the verification then they may give the approval or can obtain additional documentation. Hence it is important to carefully prepare the papers.
The Company’s Board of Directors approval for the proposed foreign loan.
Copy of the most recent BIDA registration form, duly attested by a First Class Gazette officer;
Original copy of the parties’ Loan Agreement; (For the lender, a copy of the detailed repayment schedule; original copy of the grade period;)
CIB Inquiry Forms 1&2 duly completed, as well as an undertaking from its Sponsors or Directors;
Sponsors’ or directors’ credentials;
The company’s and its sponsors’ CIB certificates;
Record of previous foreign loans/deferred payments (if available);
Audited previous year’s balance sheet;
Utilization Certificate from nominated bank;
Latest company credit rating report;
Latest financial analysis
Updated feasibility report of the proposed project in detail;
Form-X, Form-XII and Form-XV from RJSC&F;
Certificate of Incorporation of commencement;
Memorandum & Articles of Association;
Proforma Invoice or Price Quotation (where applicable);
Original copy of the Bank Solvency Certificate;
Descriptive statement of the use of the loan;
“Tahmidur Rahman Remura Wahid is Considered as one of the leading firms in Company Law in Dhaka, Bangladesh”
Foreign lenders typically conduct extensive due diligence on the borrower. Financial due diligence is typically performed by the lender; however, for technical, environmental, and legal due diligence, the lender may hire external consultants. The borrower will be responsible for the costs of these consultants.
The lender may require the borrower to appoint a process agent in the country of its choosing, an auditor affiliated with an international auditing firm; and a compliance manager. The auditor and compliance manager may require a timely report to be submitted directly to the lender following disbursement.
Other Relevant Criterias for Foreign Loans
i. Debt-to-equity ratio: The debt-to-equity ratio based on anticipated borrowing should be kept to a bearable level. While relatively higher debt levels may be warranted for long gestation infrastructure projects, total debt including the proposed borrowing should not breach 70:30 debt equity ratio even for these projects;
ii. Liabilities to the Government: There should be absolutely no liability to the government, either in Taka or in foreclosed property.
iii. Status of implementation and utilization report of authorized foreign borrowing: On a semi-annual basis, the borrowing firm must submit to the BOI the status of implementation and utilization report of the approved loan in the specified format.
iv) If capital machinery and equipment to be bought: Quality, price, and economic life; The capital machinery and equipment to be procured with the proposed borrowing should either be brand new or, if refurbished, have a sufficient useful life as specified by the Government’s Import Policy Order.
v) Validity of the approval: The Scrutiny Committee’s approval of foreign borrowing is valid for 6 (six) months from the date of the BOI’s permission letter.
Vi) Common Terms: a) The borrowing firm must follow Bangladesh Bank’s laws and regulations on the use and repayment of the loan, as well as the interest thereon.
What are the due dilligence you may expect from your foreign lenders?
Foreign lenders typically conduct extensive due diligence on the borrower. Financial due diligenceis typically performed by the lender; however, for technical, environmental, and legal due diligence, the lender may hire external consultants. The borrower will be responsible for the costs of these consultants.
The lender may require the borrower to appoint a process agent in the country of its choosing, an auditor affiliated with an international auditing firm; and a compliance manager. The auditor and compliance manager may require a timely report to be submitted directly to the lender following disbursement.
How to get the BIDA Clearance for Foreign Loan in Bangladesh
After obtaining the prescribed application from BIDA, the applicant must submit the aforementioned documents, along with the applicable licence fee, to the Security Committee of Bangladesh Bank for review. If the committee grants clearance after reviewing the submitted documents, BIDA will grant the loan in accordance with their recommendation.
The official time limit for such a process will be entirely dependent on the Borrower for document collection and, to a lesser extent, on the Scrutiny Committee to conduct the meeting, and the fee schedule for approval will be tentatively between BDT 5k and BDT 100k depending on the amount of lending.
How to get a Trade License in Bangladesh?
Click here and go to the post, Tahmidur Rahman speaks in details about Trade License in Bangladesh | Fees, Processing and Renewal!
Foreign loans with a term of less than a year require Bangladesh Bank’s prior authorization. The Board of Investment must authorize all other foreign loans (including supplier credits, financial loans from institutions or individuals, and debt issuance in international capital markets) (BOI).
It normally takes three to six months for the BOI to approve the application. The loan must be applied for using a stipulated application form, which, along with accompanying documentation, must clearly state the loan’s purpose and planned usage by the borrower, as well as the repayment schedule with dates and amounts, and interest payment dates and amounts.
The following documents must be supplied with the application as supporting documentation:
The term sheet, facility agreement, and security documents are all part of the loan documentation. These may be submitted in draft form:
The borrower’s corporate documents, such as the memorandum and articles of association; resolutions of the borrower’s Board of Directors approving the foreign loan on the terms and conditions reflected in the loan documentation and the application;
If the loan is to be used to import any equipment, a pro-forma invoice for that equipment;
Report covering key financial and commercial matters in in respect of the loan and related project.
Foreign loans from Multilateral Development Banks
Each of the major Multilateral Development Banks, including the Asian Development Bank and the World Bank, has a Commercial Liaison Office run by the Commercial Service.
These financial organizations lend billions of dollars to initiatives in developing nations like Bangladesh that aim to boost economic growth and social development by decreasing poverty and inequality, increasing health and education, and expanding infrastructure development.
The Commercial Liaison Offices assist American firms in learning how to participate in bank-financed projects and lobby on their behalf.
General Questions that people ask about Foreign Loans in Bangladesh
Is it possible to receive international venture capital funding to launch a business in Bangladesh?
IFC and IDLC funding helped Chaldaal, a food e-commerce firm, raise US$ 5.5 million. This is a positive indicator since if the business thrives, additional financial institutions may be willing to invest in it. Sindabad, a B2B e-commerce, received US$ 4.2 million from Aavishkaar, an Indian Impact Fund. Handy Mama, C-work, Gaze, and Beatles are among the four start-ups that BD Venture has invested in. They joined other Angel Investors in a second round investment in Esoshikhi, an educational technology. The government has set aside Tk 1 billion in the budget for new business ventures. However, the specifics of how that cash will be used have yet to be determined. The cabinet recently approved the ICT Ministry’s initiative to establish a venture capital business.
Can I take loan from foreign bank in Bangladesh?
A company can obtain a soft loan in one of two ways: automatically or through the government: The automatic method allows a borrower to get a loan from a foreign firm without first obtaining clearance from Bangladesh’s Central Bank. The loan arrangement must, however, be recorded with the BIDA in this case.
How to determine the existing indebtedness structure and creditworthiness of the borrowing company?
(a) CIB report: A CIB report will be needed for all proposals to be processed. The CIB report will be collected by BOI from Bangladesh Bank.
(a) Bank certificate: Existing indebtedness structure and creditworthiness of the sponsors involved, duly confirmed by their bankers, will be required for foreign borrowing permission. The chosen bank will submit to BOI the required inquiry papers as well as an undertaking from the borrowing company’s Sponsor Directors.
What are the funding programs for Bangladeshi Entrepreneurs?
Robi, a mobile telecom business, has overhauled its Accelerator program. They broadened the scope by allowing applications from anybody in Robi payroll. They expanded its coverage to include all of Bangladesh. They got almost 2200 applications, of which 56 were chosen for pitching. Finally, eight funds and incubation facilities were given. These programs were aired on television in order to raise awareness and encourage people about the notion of entrepreneurship. Grameenphone has renamed its Accelerator program GP Accelerator 2.0, which is divided into two parts: Pre-Accelerator and Accelerator. Pre-Accelerator is an 8-week program that provides training and coaching to assist verify their concept and get it to market. The accelerator is a 4.5-month program for teams with a Minimum Viable Product (MVP).
How to determine the Quality & Commercial viability of the project for Foreign Loan?
The following financial analyses are necessary to verify the quality/commercial viability of the project feasibility study;
a) The project’s internal rate of return (IRR) b) The payback period c) The break-even point at what capacity and what time of year d) A sensitivity analysis in terms of IRR
d) Ratio of Debt Service Coverage (DSCR)
What are the challenges regarding overseas financing in Bangladesh?
Globally, governments that backed startups saw an increase in their GDP. In the fourth industrial revolution period, creativity and technology assistance are critical for competing in global marketplaces. As a result, startups should be at the top of everyone’s priority list. It is a priority for our government, but it should be represented at all levels of policy making. Our entrepreneurs have difficulties in obtaining trade licenses, intellectual property rights, and other business licenses and permissions. Foreign investors are hesitant to invest in a company that lacks all necessary legal documentation. Foreign investors are likewise unconvinced about the ease with which they might abandon their investments. Regional centers such as Singapore and China have vast amounts of money to invest, yet we are unable to entice them to engage in our enterprises.
Can an individual from Bangladesh take loan in foreign currency?
Provided, however, that for sufficient reasons, the Central Bank may permit a person resident in Bangladesh to borrow or lend in foreign exchange from or to a person resident in or outside Bangladesh, and/or permit a person resident in Bangladesh to borrow or lend in BDT from or to a person resident outside Bangladesh.
Can a foreign director give loan to Bangladeshi company?
Yes, it is permitted. But bear in mind, a company cannot lend to a director without paying taxes, while a director can lend to a company.
How do I record a loan repayment?
When your company records a loan payment, you debit the loan account to remove the liability from your books and credit the cash account. Repayments on an amortized loan are made over time to meet interest expenditures and principle reduction.
What are the 3 classification of loans in Bangladesh?
A loan is a sum of money borrowed from a lender by an individual or a business. It is divided into three types: unsecured and secured loans, conventional loans, and open-end and closed-end loans. Before any money crosses hands, the beneficiary and the lender must agree on the conditions of the loan. In some situations, the lender may compel the borrower to put up an asset as collateral, which will be specified in the loan agreement. Individuals, businesses, and governments can all get loans. The major reason for taking one out is to obtain funds to increase one’s total money supply. The lender earns money by charging interest and fees.
Company Law practice in TR Barristers in Bangladesh
The Barristers, Advocates, and lawyers at TRW Law chamber in Gulshan, Dhaka, Bangladesh are highly experienced at assisting clients in dealing with and registering branch offices in Bangladesh. For queries or legal assistance to set up a branch office in Bangladesh, please reach us at:
E-mail: info@trfirm.com Phone: +8801847220062 or +8801779127165 or +8801708080817 House 410 Road 29 Mohakhali DOHS
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This post will explain in details about Trademark Registration in Bangladesh and The complete procedure, how to apply, cost and filling requirement in 2024 and everything about Trademark registraion and filing in Bangladesh that you need to know and be aware of.
What is a Trademark?
Usually, a trademark is a name, term, sentence, logo, emblem, style, illustration, or a combination of these elements. There are also a variety of non-conventional trademarks composed of trademarks, such as those based on colour, scent or sound, that do not fit within these traditional categories. In order to prevent the unauthorized use of that trademark, the owner of a registered trademark may initiate legal proceedings for trademark infringement.
Trademark Registration in Bangladesh, however, should not be deemed as absolutely necessary. A common law trademark owner can also file a lawsuit, but an unregistered trademark can only be protected in the geographical area for which it has been used or in the geographical areas to which it may fairly be assumed to extend.
The term trademark is also used informally to refer to any distinguishing attribute, such as the well-known features of celebrities, by which an individual is easily identified. If a trademark is used for services rather than goods, it may also be referred to as a service mark.
A trademark is a distinctive symbol or indicator used by a person, a commercial company or some other legal body to assist customers in the recognition of the origin of their goods or services for which the trademark occurs and to differentiate their goods or services from those of other individuals.
How to Apply for a Trademark in Bangladesh
Any individual claiming to be the proprietor of a trade mark can apply for registration of the mark with the Registrar. Both natives and foreigners have equal rights in this respect, but a local agent must represent a foreign claimant.
Trademark application in Bangladesh can be filed in two categories:
(1) Ordinary Applications (2) Convention Application (claiming priority from a convention country)
Priority or conventional trademark applications in Bangladesh
Priority trademark applications in Bangladesh should be submitted within 6 months of the date on which the claim was made in the country of the convention.
Multi-class trademark application in Bangladesh
In Bangladesh, a trademark application can be filed in the manner prescribed for a single class only with the Registrar of Trademarks and with an application number. In Bangladesh, multi-class patent applications can not be submitted. Application for a Trademark or Preference Trademark A submission from a convention country requesting preference can also be lodged in Bangladesh within 6 months of the priority date.
How to file an application for a trademark in Bangladesh with simple 8 steps
The foregoing shall be used in an order to register a trademark;
1. Name and full address of the applicant:
If the applicant is a corporation, the name and title of the signatory (such as director, chairman) shall also be sought.
2. Applicant status
Applicant status whether the applicant is Merchandisers / Productors / Service Providers or both.
3. Mark / Logo / Device prints:
Mark / Logo / Device prints and describes whether it is a word mark or a device mark or a merged mark.
4. Goods / Services specification and class
5. Day of use of the symbol in Bangladesh (whether the symbol is in use or suggested in Bangladesh to be used).
6. POA (No original or notarization or legalization needed, only sufficient SCANNED copy)
7. Fee Prescribed
8. Priority Application
In Bangladesh, there is a provision for priority requests. In that regard, within 6 months of the date of that earlier filing, the claimant for registration of a trade mark seeking to take advantage of the priority of an earlier application lodged in a convention country shall add to his application a written statement stating the date and number of the earlier application.
If the priority document is in some language other than English, the English version of the priority document is verified / notarized.
Trademark searches in Bangladesh
Trademark search in Bangladesh:
may be for both word and device marks. In order to assess the availability of trademarks, the presence of prior identical / similar marks on the register, etc., it is advisable to perform a trademark check before filing a trademark application in order to prevent any objection or opposition with regard to the mark.
While a search is not necessary for the filing of an application, it is advisable, before filing an application, to conduct a preliminary search for the proposed trade mark in order to prevent any objection and opposition to the trade mark at a later date.
Trademark searches in Bangladesh can be performed for word marks, numerals, labels and system marks. Device mark searches can be carried out using the Vienna code.
Trademark searches can be categorized in the following categories: (a) Search through Word Mark b) Search through Device mark
Word Mark Search:
Trademark word search version of Bangladesh follows the Nice Classification and trademark applications can be filed for products in Classes 1-34 and services in Classes 35-45. Trademark searches in BANGLADESH CAN BE PERFORMED for the desired class and related classes.
It is advisable to conduct a thorough search for trade mark clearance in Bangladesh in order to ascertain the availability of the proposed trade mark and also to address any resistance and opposition to the trade mark at a later date.
In addition to looking for trademarks, it is also advisable to search the proposed trademark in BANGLADESH FOR A DETAILED COMPANY search and domain search.
Device Mark Search:
It is advisable to perform a systematic search for a figurative trademark. Device marks shall include individual marks such as stylized letters, numerals, shapes, plants, celestial beings, living creatures, etc. or a mixture of marks containing device marks.
The hunt for a SYSTEM MARK IN BANGLADESH can be carried out between the marks filed and registered in accordance with the Vienna Code Classification.
Trademark Application Filing categories in Bangladesh
Applications for trademarks in Bangladesh can be filed in two categories:
Ordinary Applications:
Ordinary trademark applications FILED IN BANGLADESH are non-priority applications. A trademark application is typically filed on the form TM-1. Applications for multi-class trademarks can not be filed in Bangladesh.
However, the Trademarks Act also lays down provisions concerning the filing of priority applications where the priority of the trade mark can be asserted in the said trade mark filed in the Convention country.
Trademark Applications (Priority Trademark Applications) A priority trade mark application should be filed in Bangladesh within 6 months of the date on which the application was made in the Convention country. A certified copy of the priority documents must be filed within 3 months of the date of the submission for the Convention in Bangladesh.
The Paris Convention for the Protection of Industrial Property, signed in Paris , France, on 20 March 1883, created the Union for the Protection of Industrial Property. It provides national treatment to the applicant residing in the Member State of the Union, national treatment is a very important concept and is necessary for the achievement of the fundamental objective of the Paris Convention.
The idea is to ensure fair treatment of applications from Member States in the Member State concerned and not to discriminate between nationals of Member States for grant purposes and protection of industrial property.
Priority applications may be LODGED IN BANGLADESH within six months of the date on which the request was made in the countries of the Convention. The trade mark, if licensed under the Act , shall be licensed as from the date on which the application was made in the Convention country and shall be considered to be the date of registration for the purposes of the Act.
Trademark classes in Bangladesh
In Bangladesh, a trade mark application can be filed in 45 classes: Classes 1 to 34 for goods and Classes 35 to 45 for service marks.
The Trademarks Rules of 1963 were published in the exercise of the powers conferred by section 84 of the Trademarks Act of 1940 and the Rules of Procedure came into force on 2 April 2004.
The Trademarks Act, 2009 has been amended and the Trademarks Register Wing, Bangladesh empty Notification S. R. O. No.211—Law/2008 dated 30 June 2008 has been notified by expanding the classification of products and services to 1 to 45. Service mark applications are also now being lodged and prosecuted in additional service grades, i.e. 43 to 45.
Trademark filing process in Bangladesh
An application for registration of a trade mark must be filed with the Department of Patents, Designs and Trademarks (DPDT), Dhaka, in the specified form, with payment of the necessary fees. Further information on the filing of trademark applications can be found on the Trademark Registry website, Bangladesh, under the following link: HTTP:/WWW.DPDT.GOV.BD/
Requirements for the submission of a trademark application in Bangladesh
Any individual who claims to be the owner of a trade mark can make an application for registration of the trade mark in respect of his goods / services. It should be filed with the trademark office, Dhaka.
After filing a trade mark application, the same shall be reviewed by the Trade Marks Registry, Dhaka, as to its inherent registrability and/or any similarities with existing marks. If an objection is raised, an official investigation report will be released by the Trademarks Registry.
Duration of Trademark registration in Bangladesh
If a trade mark is registered in Bangladesh, it shall be valid for a period of 7 years from the date of registration. The registration of a trade mark could then be extended for a further period of 10 years from the date of expiry of the registration or the last renewal of the registration.
Trademark prosecution in Bangldaesh
As we have explained earlier:
The process for filing a trade mark in Bangladesh is as follows:
Trademark filing in Bangladesh –
Trademark application in Bangladesh can be filed for a single class only. Applications for multi-class trademarks can not be filed in Bangladesh. Application for a trade mark or a priority trade mark Applications requesting priority from a convention country can also be filed in Bangladesh within 6 months of the priority date.
Official Review of a Trademark in Bangladesh / Issue of Office Action – Once an application has been filed, the Registrar shall investigate the distinctiveness, the potential for misleading and contradictory trademarks.
If an objection to registration is raised, the Registrar shall submit an official review report within 6 months to 1 year, depending on the backlog of the registry.
The Registrar can, subject to the provisions of the Ordinance, approve or deny an application. A trade mark application in Bangladesh may be refused / objected by the Registrar on the following grounds:
The mark is similar / identical to the earlier mark for the same or similar goods / services.
The trade mark is similar / identical to the earlier trade mark in respect of various goods / services.
The label is the widely used and accepted name of any specific chemical element or chemical compound. However, the above categories of trade marks may be registered if the owner of the earlier trade mark has consented to it or if there has been an honest parallel use of the later trade mark.
Trademark which can not be registered in Bangladesh
As we have explained earlier:
(a) consisting of, or consisting of, some scandalous or pornographic matter;
(b) the use of which will, for the time being, be contrary to any law; or (c) the use of which is likely to be misleading or confusing; or (d) which contains any matter likely to affect the religious sensitivities of any class of Bangladeshi citizens; (e) which is identical with, or imitates, or contains as an element, the armorial bearing, flag or other emblem, the name or abbreviation or initials of the name or official sign or symbol adopted by any State or international organization founded by an international convention, charter or other instrument, unless approved by the competent authority of that State or organization; (f) which would otherwise be dissented from defense in a court of law; (g) the request is made in bad intentions and in bad faith;
Furthermore, the objections raised by the Registrar with respect to the application are forwarded to the applicant and, within 90 days, the applicant must file an acceptable reply with the supporting documents to the official objections. The Registrar may consider the request on the basis of the reply and the documents submitted or may list the request for a hearing.
An appeal against the decision of the Registrar at or without the hearing can be lodged by the applicant within 1 month from the date of such notification to the Registrar, requiring him to state in writing the grounds and the materials used by the Registrar in arriving at his decision. When an application for registration of a trade mark is approved, the Registrar shall publish it in the Official Trade Marks Journal and shall make it available on the Registry ‘s website.
Publication / Publication of a Trademark in Bangladesh –
After review and approval of the reply by the Registrar, the application is ordered for publication / publication in the Trademarks Journal. An application is published in the Trademarks Journal in order to allow the public to file an objection to the registration of a trade mark.
Opposition to the published trade mark in Bangladesh –
Upon publication of the trade mark in the Trademarks Journal, any person may object to the registration of the said trade mark by filing a notice of opposition within a specified period of 2 months from the date on which the Trademarks Journal is made available to the public.
The time limit for filing a notice of opposition can be extended by a maximum duration of 3 months upon filing a stated request for an extension of time of three months for a period of one month each along with the prescribed fee.
Renewal of trademark in Bangladesh
The application shall continue to be registered if there is no opposition or if the opposition has been submitted and it has been determined in favor of the applicant. The mark shall then be registered for a period of 7 years from the date of filing of the application and the certificate of registration shall be issued.
The trade mark may be extended from time to time for an indefinite period by payment of renewal fees, failing which the trade mark may be withdrawn from the Register on account of non-renewal. Each renewal period shall be for a period of 10 years.
Filing and opposition of a trademark in Bangladesh
The trademark application can be challenged in Bangladesh on the grounds set out in Sections 8 , 9 and 10 of the Trademarks Act 2009.
Where an opposition is lodged against a trade mark in Bangladesh, a copy of the notice of opposition so lodged shall be served on the applicant by the Trade Marks Registry and the applicant shall be allowed to file a counter-statement within 2 months of receipt of the notice sent by the Registry, failing which the application shall be regarded as abandoned.
Subsequently, the Registrar shall request written documentation from all parties. If the dispute is not settled by the parties, the hearing shall be determined on the matter.
The Registrar shall decide the case in the opposition proceedings. In the absence of an opposition, a trade mark shall be registered and a certificate of registration shall be issued.
If, on grounds of non-renewal, a trade mark has been withdrawn from the Register, the same may be reinstated by filing an application in the specified form for the restoration of the trade mark within 1 year from the expiration of the last registration of the trade mark.
Ordinary trademark applications filed in Bangladesh are non-priority applications. A trademark application is typically filed on the form TM-1. Applications for multi-class trademarks can not be filed in Bangladesh. However, the Trademarks Act also lays down provisions concerning the filing of priority applications where the priority of the trade mark can be asserted in the said trade mark filed in the Convention country. – Trademark Registration in Bangladesh
Priority Trademark Application
A priority trade mark application / convention application for a trade mark should be filed in Bangladesh within 6 months of the date on which the application was made in the Convention country. A certified copy of the priority documents must be filed within 3 months of the date of the submission for the Convention in Bangladesh.- Trademark Registration in Bangladesh
Paris Convention
The Paris Convention for the Protection of Industrial Property, signed in Paris , France, on 20 March 1883, created the Union for the Protection of Industrial Property. It gives national care to the applicant residing in the member country of the union, in other words. National care is a very important concept and is necessary for effectively achieving the fundamental goal of the Paris Convention. The idea is to ensure fair treatment of applications from Member States in the Member State concerned and not to discriminate between nationals of Member States for grant purposes and protection of industrial property. Priority applications may be lodged in Bangladesh within six months of the date on which the request was made in the countries of the Convention. -Trademark Registration in Bangladesh
STEP 1:
FILING AN APPLICATION
Submission Reuirement
An application has to be submit along with few information and documents which are listed below:
Particulars of the mark/logo/device prints or representations
Name of the applicant, address and nationality
If the applicant is a firm then signatory’s name and position
Status of the application i.e. manufacturers/merchandisers/ service providers
Specification of goods/ service/class
Trademark date of user (whether the mark is in use or proposed to be used in Bangladesh)
Power of Attorney authorizing to the lawyer if it requires
The government fee for filing the application for registration is 3500 (three thousand and five hundred taka) or equivalent to USD. 42(Forty Two). You can get more information on GOVERNMENT FEE FOR REGISTRATION HERE.
The application needs to file at the Head office or any branch of the Trademark Registry having territorial jurisdiction over the principal place of business. Furthermore, If the person does not carry on business in Bangladesh, the application needs to file in the office having territorial JURISDICTION OVER THE PLACE MENTIONED IN THE ADDRESS FOR SERVICE IN BANGLADESH.
Substantive and Formalities Check of a trademark in Bangladesh
Acknowledgement of the Application
Upon receiving the application along with GOVERNMENT fee, the Registrar will issue an automatic generated receipt. The receipt includes information related to trademark filing, e.g. Application Number, application date, trademark, etc.
PROSECUTION OF OFFICE ACTION FOR A TRADEMARK IN BANGLADESH
After the application has been filed, the Registrar shall review the distinctiveness, the risk of fraud and the conflicting trademarks. If an objection to registration is raised, the Registrar shall submit an official review report within 6 months to 1 year, depending on the backlog of the registry. The Registrar can, subject to the provisions of the Ordinance, approve or deny an application.
After an application has been filed, the Registrar shall review the trademark for its distinctiveness, identicalness or resemblance to existing registered trademarks and general compliance with the provisions of the Statute. If the Registrar is pleased, he shall issue a letter of approval for the trade mark to be published in the Trademarks Journal for opposition purposes (smooth case). Otherwise, the Registry raised the objection / refusal notice (OFFICE ACTION) and demanded a written reply on the objection or refusal notice (non-smooth case).
The Official fee of the publication cost would be around VAT: BDT 1150 or USD 20 + Law Firms fee and the TIMELINE would be 8 to 12 months from the date of the publication fee deposited.
Thereafter, if anyone has any dispute as to the proposed trademark, he can raise it within 2 (two) months from the date of publication. The reason behind the journal publication is to invite the public for filing opposition against the registration of a mark.
If there is no office action or notice after review, if the Examiner is satisfied as mentioned above (in stage 2), the Registrar shall approve the trade mark for advertising in the Trademarks Journal for opposition purposes.
Opposition Proceedings of a Trademark in Bangladesh
Government Fee for opposition
If there is no office action or note After review, if the Examiner is satisfied as mentioned above (in stage 2), the Registrar shall approve the trade mark for advertising in the Trademarks Journal for opposition purposes.
The Registrar having received the notice of Opposition, SENDS A COPY OF THE NOTICE of Opposition to the Applicant. Thereafter, the Applicant will get an opportunity file a Counter-Statement with in 2 (two) months of receiving the notice. The Counter-Statement should contain the grounds in supporting the claim. The government fee for filing counter-statement is 1500 (one thousand and five hundred taka).
Upon receipt of the Counter-Statement, the Registrar shall forward a copy to the Opponent. The Registrar shall then rule on the contested matter at the hearing of both parties. However, an appeal can be brought before the High Court against the decision of the Registrar. However, the opposition proceedings should be filed within 120 (one hundred and twenty) working days of receipt of the order.
Final Registration Proceedings of a Trademark in Bangladesh
Certificate of Registration
Above, if there is no conflict against the publication of a trade mark, the Registrar shall, after the expiry of the term of 2 ( two) months, notify the Registrar of the payment of the charge. After collecting the fee, the Registrar shall issue a Certificate of Registration for the trade mark. The licensed trade mark shall be valid for a term of 7 years from the date of registration.
A Trademark can be renewed in Bangladesh from time to time for an indefinite duration upon payment of renewal fees. Failure to renew could, however, result in the removal from the Registry of registered trademarks. The renewal period could be for a period of 10 years. Please bear in mind that an application for the renewal of a trade mark should be made no more than six (6) months before the expiry of the last renewal.
The registration timeline would be 6 to 8 months from the date of publication if there is no opposition and the cost would be with an offical fee with VAT+Disbrusment: BDT 17250 or USD 220 +Law Firm’s fee.
This post in details will explain in details about the process of opening a liaison office in Bangladesh, the process of getting permission from BIDA, time period of the validity of the license, Bank Account opening, Bangladesh bank approval and everything in regards to registering a Liaison office in Bangladesh with infographics and diagrams.
Liaison office and Branch office are almost similar. But a liaison office in Bangladesh can not perform any business or income-earning activities.
But a Branch Office can do so with proper authorization. If you would like to know how to set up a branch please click here. On the other hand, in Bangladesh, a limited company or a subsidiary can do full-fledged business through proper incorporation.
If you want to know everything about Branch office registration in Bangladesh!
Basic requirement of registering a Liaison office in Bangladesh?
Companies wishing to set up a Liaison Office must fulfill the following basic requirements:
It’s a foreign company registered outside Bangladesh that wants to set up Liaison Office.
The name of the Liaison Office shall correspond to the name of the international company.
Shareholders, the structure of the corporation and its operations shall be regulated by the Memorandum and Articles of Association of the international company. For the Liaison Office, there is no separate Agreement and Articles of Association.
The Liaison Office must have an email address in Bangladesh.
The Liaison Office would not have a local source of income in Bangladesh.
Establishment and maintenance expenses shall be met by the parent company abroad.
Branch which carries out commercial activities shall pay corporate income tax and comply with sales VAT.
Other tax and VAT (GST) laws, such as withholding like tax & VAT, return submission etc., must be complied with, irrespective of the activities of the Branch.
How to register a Liaison Office in Bangladesh – Step by Step process
On the basis of funding, we can further extend the scope of NGOs, such as locally sponsored, government-funded, foreign The information provided below offers a comprehensive step-by – step method for setting up a branch or liaison office in Bangladesh.
Step one: Obtaining Permission from BIDA for setting up a Liaison office in Bangladesh
Permission from the Bangladesh Investment Development Authority (BIDA) is required to set up a Liaison Office. Now, what needs to be done to get permission from BIDA?
A fee of BDT 25,000 (Twenty-five thousand) is expected to be paid by bank payment order and the original copy of the payment order must be sent to BIDA to get the permission for opening the Liaison office in Bangladesh.
Registration procedure and approval timeline for the Liaison office
All records should be sent to BIDA on a physical basis. You can also apply online via the BIDA website. After careful examination of all records, the BIDA officials shall send the application and records to the Inter-Ministerial Committee.
The Committee may review the documentation and can request further documentation or a physical presentation. If the committee is pleased, the approval will be given for the Liaison office in Bangladesh. The Inter-Ministerial Committee normally sits twice a month. Usually the duration is one month or less.
Usually, permission is given to the opening of a branch or liaison office initially for a term of 3 ( three) years, which can be extended later.
Step two: Opening a Bank account for the liaison office in Bangladesh
In regards to opening a Liaison office in Bangladesh, A bank account must be opened at any bank in Bangladesh after obtaining the approval from BIDA.
The bank account is required at this stage because a sum of foreign exchange equal to US$ 50,000 (fifty thousand dollars or more) must be transferred to Bangladesh as an inward remittance. This must be achieved within 2 ( two) months from the date of the issuing of the BIDA authorization.
Step three: Obtaining the approval from the Bangladesh Bank (Central Bank)
The Foreign Exchange Regulations Act 1947 has recently been (2015) amended by the Bangladesh parliament. Bangladesh Bank’scriteria for 18B Approval was withdrawn.
In addition to that since the amendment, the government or the Bangladesh Bank will be able to request that any individual residing in Bangladesh return their holdings of foreign exchange, foreign securities, any immovable property or industrial or commercial undertaking or company held, operated, founded or managed by that individual outside Bangladesh.
If you want to know how to open a company in Bangladesh or about company formation click here!
Certified copy of the company memorandum and articles of associations, or other statutory records.
Complete address of the company’s registered office or principal office.
A list of the company’s directors, and secretary, if any.
The name and address or the names and addresses of one or more persons residing in Bangladesh, allowed to accept company service of process on behalf of the company and any notices or other documents necessary to be served on the company.
The full address of the company’s office, which is to be considered as the main place of its business in Bangladesh.
What is the scope of a Liaison office in Bangladesh
A Liaison Office in Bangladesh would only be allowed a very small operation to be carried out, as the Liaison Office it will have the right to carry out feasibility studies, market analysis to determine the quality of the targeted product , customer service and to supervise the activities of local agents. They may also provide customer service and supervise the activities of local officers.
In most situations, the Liaison Office serves as a liaison between the main office and any other company located in Bangladeshthat it plans to negotiate with when the time comes.
Since a Liaison Office in Bangladesh is not legally a corporate organization, it is not authorized to carry out any profit-making operations. Examples of such activities include entering into a strictly binding contract, leasing space for other businesses , providing technical services, issuing receipts, and even ship / store goods without a local agent in Bangladesh.
“In most situations, the Liaison Office serves as a liaison between the main office and any other company located in Bangladesh that it plans to negotiate with when the time comes.”
Frequently Asked Questions about Liaison office in bangladesh
In regards to Liaison in bangladesh people also ask these questions frequently, hence this FAQ content block is dedicated to answering your questions.
The legal team of Tahmidur Rahman, TR Barristers in Bangladesh TRW are highly experienced at dealing with company matters along Liaison office set up process, and branch office registration in Bangladesh . For queries or legal assistance, please reach us at:
E-mail: info@trfirm.com Phone: +8801847220062 or +8801779127165
Address:
FAQ
What is a liaison office in Bangladesh?
The liaison office of a foreign company is permitted to function in Bangladesh only on a limited basis, provided that none of the operations is profit-making.
In other words, a liaison office will perform market analysis and representation activities only. Click to see the List of Approved Activities for the Bangladesh Branch Office.
What are the permitted activities for a Liaison office in Bangladesh of a foreign entity?
The liaison office of a foreign company is permitted to function in Bangladesh only on a limited basis, provided that none of the operations is profit-making.
In other words, a liaison office will perform market analysis and representation activities only. Click to see the List of Approved Activities for the Bangladesh Branch Office.
What is Income Tax rate for a Liaison office of a Foreign Company?
The Liaison Office of a foreign parent company shall not be regarded as a separate and independent body in Bangladesh and, for all tax purposes, the Government of Bangladesh shall tax the income of such entities at higher rates.
What are the conditions of opening a Liaison office in Bangladesh?
Liaison or representative office of a foreign company can be opened if the applicant foreign corporation has had a record of profit generation for the past 3 years and is financially sound.
When we say that a foreign company is financially sound in the sense of a representative or liaison office in Bangladesh, we mean a net worth of USD 50,000 or its equivalent. The financial statement properly certified by the statutory auditor of the parent company is required.
What are the additional incorporation requirements for opening a Liaison office in Bangladesh?
A certified copy of the charter,
laws or memorandum and articles of the corporation or other instrument constituting or specifying the company's constitution and,
if the instrument is not in the English language, a certified translation thereof into the English language;
the full address of the company's registered office or head office;
the list of directors and secretary of the company's contents;
The full address of the company's office in Bangladesh, which is considered to be its principal place of business in Bangladesh;
Specifics of opening and closing a business premises in India on earlier occasions or occasions;
a declaration that none of the company's directors or the approved representative in Bangladesh has ever been convicted or removed from the creation of companies and management
and any other information as may be prescribed.
Can a liaison office or a branch office be considered a legal entity?
The Branch or Liaison Office is a legal body that has been registered with the BIDA in Bangladesh. It is called a multinational business extension, and not a separate legal entity.
Unlike a subsidiary of Bangladesh, the parent company of the Branch or Liaison Office is indirectly responsible for all debts and liabilities of the Branch or Liaison Office.
