How to open a Liaison office in Bangladesh – Liaison office formation in 2020

How to open a Liaison office in Bangladesh – Liaison office formation in 2020

by | Sep 5, 2020 | BD Law, BIDA, Branch office, Business Formation, Commercial, Company Law, Investment Law, Law

How to open a Liaison office in Bangladesh –Registration and Incorporation Procedure of Liaison office in Bangladesh

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Tahmidur Rahman, Senior Associate, Counsels Law Partners

2 Feb 2020

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 registration in Bangladesh

Businesses wishing to develop a presence in Bangladesh without carrying out operations within the country immediately are called liaison offices or representative offices.

A liaison office must take approval from the Bangladesh Investment Development Authority (BIDA) for the establishment of the Bangladesh Liaison Office.

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.

 

Liaison Office In Bangladesh

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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.
  • The bank account
  • USD 50,000 or equivalent as projected initial establishment costs and 6(six) months operating costs of the Liaison Office shall be charged as inward remittances to Bangladesh within 02(two) months from the date of issuance of the BIDA permission letter.
  •  Other business licenses such as industrial license, tax registration (ETIN) and so on.
  • The registration fee for BDT 25.000.
  •  Registration with the Board of Joint Stocks in Bangladesh.
  •  Job visas for foreign workers.
  • 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.
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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.

In the meantime, it is important to notice that the approval of the Bangladesh Investment Development Authority (BIDA) is the primary prerequisite for the establishment of 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?

The foreign investor will be expected to submit an application in the specified form along with the documents mentioned below. It should be noted that the documents must be accredited by the Bangladesh Embassy / High Commission of the country of origin or the Top Chamber of Commerce of the country of origin.

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Required Documents for the permission from BIDA

  1. Application in prescribed form signed by the authorized person for establishment of branch/liaison/ representative office – 4 copies. 
  2. Memorandum of Association and Articles of Association of the principal Company;
  3. Incorporation Certificate of the principal Company;
  4. Nationalities and name of the directors/promoters of the principal Company;
  5. A board resolution for opening a Liaison office in Bangladesh;
  6. Last financial year’s audited accounts of the principal company;
  7. Projected organogram of the office viewing the posts to be occupied by local personnel as well as expatriates;
  8. List of activities on the Company letterhead of the proposed Liaison office in Bangladesh.

Government Cost for Permission

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.

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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’s criteria for 18B Approval was withdrawn.

Under the amendment, within 30(thirty) days of receiving permission from the Bangladesh Investment Development Authority, the Branch Office or Liaison Office or Representative Office will have to report to the Bangladesh Bank. We will update this section once any notification to that effect is released by Bangladesh Bank in regards to Liaison office in Bangladesh.

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.

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Step Four: Registering the Liaision office with the RJSC 

After obtaining approval from both Bangladesh Bank and BIDA, registration with the RJSC is required. The following documents will be required for this purpose:

  1. BIDA Letter of Approval.
  2. Bank of Bangladesh letter of approval.
  3. Certified copy of the company memorandum and articles of associations, or other statutory records.
  4. Complete address of the company’s registered office or principal office.
  5. A list of the company’s directors, and secretary, if any.
  6. 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.
  7. 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 Bangladesh that it plans to negotiate with when the time comes.

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Limitations of a Liaison office in Bangladesh

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.

No outward remittances of any kind from Bangladesh sources shall be permitted except for the unexpended amount brought from the parent company abroad.

“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.” 

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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.

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General Questions about Liaison office in bangladesh

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.

Can foreigners set up a Liaison or branch office in Bangladesh?

There are no restrictions on foreign nationals being a Bangladeshi company director, shareholder, or a secretary. You even do not have to live in the Bangladesh.

Who bears the operating expense of a Liaison office in Bangladesh?

All expenses for setting up a Liaison Office and operating it are basically borne by the parent company which is established abroad.

Does the Liaison office needs an office address in Bangladesh?

The general requirement is that, a Branch or a Liaison Office must have an office address located in Bangladesh.

What are the five steps of a Liaison Office Registration in Bangladesh?

1. Apply to BIDA for authorization to open the Liaison Office.
2. Receive the permission.
3. Open a corporate bank account.
4. Bring   USD 50,000 for starting-up the liaison office and running costs for at least six ( 6 )months.
5. Apply to the RJSC to register.

What is the timeline of a Liaison office approval in Bangladesh?
  • 30-45 days need from application date
  • As one meeting hold once in month, sometimes 2 meeting holds when more applications are submitted
  • Additional time or second meeting might need if application is rejected for lack of papers

NGO and INGO registration at Tahmidur Rahman CLP:

The legal team of Tahmidur Rahman, Counsels Law Partners CLP 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: [email protected]
Phone: +8801727983838

Address: House 39, Road 126 (3rd Floor) Islam Mansion, Gulshan 1, Dhaka

 

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Procedure of Foreign Investment in Bangladesh | Law, Policy, Direct, Angel, Rules, Policy- Everything you need to know in 21st century

Procedure of Foreign Investment in Bangladesh | Law, Policy, Direct, Angel, Rules, Policy- Everything you need to know in 21st century

by | Sep 4, 2020 | Banking Law, BD Law, BIDA, Branch office, Business Formation, Business Law, Citizenship law, Commercial, Company Law, Finance Law, Foreign Direct Investment, Foreign Investment, Immigration Law, International Law, Investment Law, Law, Liquidation, Mergers and Acquisitions, Transfer Share, Visa, Visa

Procedure of Foreign Investment in Bangladesh 2020| Law, Policy, Direct, Angel, Rules, Policy- Everything you need to know about Foreign Investment in 21st century Bangladesh

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Tahmidur Rahman
 Director and Senior Associate, Counsels Law Partners

17 Jan 2020

Procedure of foreign investment in Bangladesh: Leading up to initiating a major investment , investors needs to navigate the basic legal policies on investment law in Bangladesh. Bangladesh is one of the easiest countries in the world to do business with straightforward regulation, a well-respected legal system and low entry barriers. Entrepreneurship is also massively respected and encouraged in the country.

Despite this welcoming atmosphere and a lack of red tape, difficult choices and decisions need to be taken at an early stage, and this article describes everything you need to know about the Procedure of foreign investment in Bangladesh.

Foreign Investment Policy in Bangladesh & Procedure of foreign investment in Bangladesh

 

The Government of Bangladesh has put in place a wide range of policies aimed at bringing substantial socio-economic changes to the citizens of Bangladesh and, eventually, self-reliance to the country, which would in turn pave the way for seamless procedure of foreign investment in Bangladesh.

In recognition of the capacity of the private sector to contribute to the achievement of these objectives, the government has recently initiated a number of major policy reforms, which are planned to create a more transparent and competitive environment for foreign investment in Bangladesh.

In order to achieve the goal of accelerating industrial growth and increasing the share of industry in the Gross Domestic Product ( GDP) and to make industrial policy sensitive to changes in the global economy, the current government announced an Industrial Policy in 1999. 

 The core characteristics of the 1999 industrial strategy are as follows: 

  • To draw foreign direct investment in Bangladesh,  both export and domestic market-oriented industries to compensate for the lack of domestic investment opportunities and to acquire emerging technology and to gain access to export markets, so that the Procedure of foreign investment in Bangladesh bangladesh gets even easier.
  • To ensure the sustainable growth of industrial jobs by promoting investment in labour-intensive manufacturing sectors, including investment in productive small and cottage sectors.
  • Diversifying and increasingly increasing the production of manufacturing.
  • Coordinate economic and fiscal policies to inspire a growth in foreign investment in Bangladesh.
  • Promote the competitive strength of import substituting industries for catering to a rising domestic market.
  • To increase the production base of the economy by increasing the pace of industrial investment to ease the procedure of foreign investment in Bangladesh .
  • Promote the private sector to drive the development of industrial production and investment and making the Procedure of foreign investment in Bangladesh way easier.
  • Emphasis on the role of the government as a facilitator in creating an enabling environment for the expansion of private investment and the procedure of foreign investment in Bangladesh.

Investment Structures in Bangladesh and Procedure of foreign investment in Bangladesh

Bangladesh offers generous opportunities for investment under its relaxed Industrial Policy and export-oriented, private sector-led growth strategy. Except for the previously stated reserved sectors, foreign investors are free to make investments in Bangladesh in industrial enterprises.

In regards to Procedure of foreign investment in Bangladesh, Foreign companies wishing to do business or establish a presence in Bangladesh have a number of options.

1.  Foreign Direct Investment in Bangladesh

FDI (foreign direct investment in Bangladesh) in industrial or construction projects must be registered with the Bangladesh Investment Development Authority (BIDA).

BIDA, formerly known as the Investment Board, was formed by the Bangladesh Investment Development Authority Act 2016 to deal with issues related to FDI and to promote investment in Bangladesh.

The foreign direct investment (FDI) inflow at the end of June 2018 amounted to USD 2.58 billion (foreign investment in Bangladesh stats, Bangladesh bank).

The Bangladesh Investment Development Authority (BIDA) announced an impressive 13.34% rise in FDI in the third quarter of 2018, receiving proposals worth USD 3.23 billion over the same period, suggesting strong interest on the part of foreign investors.

The key objective of BIDA is to encourage domestic and foreign investment as well as improve Bangladesh’s international competitiveness. BIDA also provides the necessary facilities and assistance for the establishment of industries.

In regards to the Procedure of foreign investment in Bangladesh, determining the route of investment usually depends on the specific sector and the policy of the FDI adopted by the Government in regards to foreign investment in Bangladesh. 

2. Wholly owned subsidiaries in Bangladesh

Foreign companies are allowed to create wholly-owned subsidiaries in Bangladesh. Such companies may be known as private limited or public limited companies. Foreign equity ownership can be up to 100% in most sectors, including construction, information technology and production.

Foreign entities can acquire an existing Bangladeshi company or incorporate a new company that complies with the requirements of the Registrar of Joint Stock Companies and Firms (RJSC). Subsidiaries are entitled to remit dividends reported on income after tax.

3. Joint Ventures in Bangladesh (Foreign Investment in Bangladesh)

As with wholly-owned subsidiaries, international companies can have joint venture companies with Bangladeshi partners. The equity ownership of a foreign corporation would depend on the sector in which it is invested.

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4. Setting up a Branch or Liasion offices in Bangladesh for foreign investors

International companies can also create a presence in Bangladesh through a representative office, liaison office or branch office for the purpose of foreign investment in Bangladesh.

Typically foreign companies that do not have local earnings in Bangladesh may choose to set up representative offices, liaison offices or branches.

The operations of these organizations are limited to those set out in their BIDA approvals and are subject to strict compliance with the foreign exchange regulations.

Generally, no outward remittance of any kind from Bangladesh is allowed unless expressly approved by the Foreign Exchange Regulations or the Bangladesh Bank.

fSuch offices are expected to pay inward remittances of at least USD 50,000 within two months from the date of establishment as a cost of establishment.

One of the requisite approvals for the establishment is that security clearance must be obtained from the Ministry of Home Affairs of the Government of Bangladesh. (foreign investment in Bangladesh)

5. Option of Participating in an existing Bangladeshi company by purchasing shares (procedure of foreign investment in Bangladesh.)

In regards to foreign investment in Bangladesh, Foreign investors are free to invest in local companies in Bangladesh unless expressly prohibited (as stated above).

Shares can also be given to foreign investors against capital machinery brought by them to Bangladesh (subject to confirmation by the Customs and Excise Office of the import documents, Procedure of foreign investment in Bangladesh).

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Right to Issue and Transfer Shares in Bangladesh – Procedure of foreign investment in Bangladesh.

 

There is no need for permission from the Bank of Bangladesh to set up such ventures if the entrepreneurs use their own funds. Prior approval of the Central Bank is not necessary for the issuance of shares in favor of non-residents against foreign investment in BD.

 

Shares may be issues relating to freely convertible foreign exchange brought in from abroad via the banking channel or to the importation of capital machinery or the combination of both.

 

Foreign exchange thus entered must be paid out in taka before the issuance of shares, except in the case of Type A (full foreign owned) and Type B (joint venture) units of EPZ and EZ, where FC ‘s foreign bright equity of be held in the FC accounts of the units concerned.

 

Transferring shares and securities in Bangladesh from one shareholder to another shareholder regardless of their nationality / residence does not require approval from Bangladesh Bank.

 

In the event of a transfer of private / public (non-listed) shares between resident-non-residents or vice versa, a general intimation to Bangladesh Bank is required by the Approved Bank within 14 days of such a transaction.

 

As there is no established marketplace for such investment in Bangladesh, Bangladesh Bank will accept fair value of the shares as on the date of sale based on a reasonable combination of three valuation approaches (NAV; FMV and DCF), depending on the nature of the company in regards to the Procedure of foreign investment in Bangladesh.

 

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Full Repatriation of Dividend, Investment and Income for foreign investors in Bangladesh.

It will enable complete repatriation of the capital invested from free sources in regards to the Procedure of foreign investment in Bangladesh. Profits and dividends accruing to foreign investment can likewise be transferred in full (Procedure of foreign investment in Bangladesh).

Those would be considered as new investment if foreign investors reinvest their reparable dividends and/or retained earnings. Foreigners living in Bangladesh have the right to remit up to 50 percent of their income and can enjoy facilities for complete repatriation of their savings and pension benefits. (Procedure of foreign investment in Bangladesh.) 

 

Laws for the Protection of Foreign Investment in Bangladesh

 

For a seamless procedure of foreign investment in Bangladesh, the government guarantees immunity from nationalisation and expropriation through the 1980 Foreign Private Investment Act that involves repatriation of capital and dividend for foreign investors.

In addition, to facilitate the Procedure of foreign investment in Bangladesh, Bangladesh has made ample legal provisions to secure intellectual property rights. In addition to the 1980 Foreign Private Investment Act , the government has developed an FDI Policy (Foreign Direct Investment Policy for the Procedure of foreign investment in Bangladesh), which supports easy but efficient investment mechanisms in Bangladesh.

 

The policy encourages the establishment of enterprises by simplifying the leasing and purchasing process of private property, forming an agency, enabling corporate tax holidays for 7 years (15 years in the power sector) and in some respects introducing an exemption of foreign employees’ income tax for up to 3 years.

 

 

 

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Disputes Settlement in regards to the procedure of Foreign Investment in Bangladesh

In dispute cases alternative conflict settlement is possible under the 2001 Arbitration Act. The Bangladesh International Convention on the Recognition and Compliance of Foreign Arbitral Awards was signed. Bangladesh is also a member of International Centre for Investment Dispute Settlement (ICSID).

The new law also provides for the implementation without much hindrance of international arbitral awards. Although venturing in a company may be overwhelming, Bangladesh offers investors a safe and resourceful environment suitable for establishing or expanding any company, and it can be said that Bangladesh is in fact a “dream investment destination,” after much consideration.

 

Visa, Work Permit, Citizenship in Bangladesh (Procedure of foreign investment in Bangladesh)

For periods ranging from one month to five years prospective foreign investors may apply for visas. Foreign workers must get BIDA / BEZA / BEPZA work permit.

In an industrial organization the number of expatriate workers can not exceed the ratio of 1:20 (foreign: local) for industrial settings and 1:5 (foreign: local) for commercial establishments.

Citizenship in a scheduled bank may be subject to investment of USD 1 million or a fixed deposit of USD 2 million. Investors can also get ‘NO Visa Requirement’ exemption for investment of more than USD 10 million.

 

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Incentives offered to Foreign Investors in Bangladesh

Bangladesh is keen to boost the economy in a short time and turn the poverty-stricken economy into a developed one. Government investment strategy provides competitive stimulus packages to attract foreign investment. These incentives are updated annually and new incentives are announced, too.

These installations are subject to certain conditions and are issued by the BIDA. Moreover, Bangladesh gives international investors citizenship, permanent residency and multiple entry visas for their ease of business and ease of the Procedure of foreign investment in Bangladesh.

 

Investing in the Stock market in Bangladesh

International investors are eligible to engage in Initial Public Offerings ( IPOs) without regulatory restrictions. In addition , capital gains from listed securities are tax-exempt for private investors and lower tax rates apply to corporations and other organizations.

 

Import Duty exemption in Bangladesh (Procedure of foreign investment in Bangladesh)

No import duties are applicable for export-oriented sectors. There are duty exemptions also for some preferred sectors. General exemption of import duties is also available in respect of import of specific Plant & Machinery and spares.

 

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Allowance of Capital repatriation in Bangladesh

Full repatriation of invested capital, profits and dividends is allowed, subject to applicable taxes to make the process seamless in regards to the Procedure of foreign investment in Bangladesh.

 

Tax holiday facility in Bangladesh (THF) for seamless procedure of foreign investment in Bangladesh

Tax holidays are granted to industries subject to the relevant rules and procedures laid down by the National Revenue Board of Bangladesh (NBR). This may vary from 3 to 7 years depending on the location of the establishment. For example, industries located in the Dhaka and Chittagong Divisions (excluding three Hill Tract districts of the Chittagong Division) are exempted for a period of five years.

This tax holiday scheme, which was scheduled to end in 2015, was extended until June 2019 to create an investor-friendly atmosphere in Bangladesh. Tax holiday facilities are also available to manufacturing units and economic zone developers for a period of 10 years and 12 years respectively, and once again it makes it more seamless, the procedure of foreign investment in Bangladesh.

 

Special Tax Exemption for the foreign investors in Bangladesh

Tax exemptions are commonly permitted in the following cases:

  • There will be scope of tax exemption on royalties, technical know-how fees earned by any international partner, business, company and expert;
  • Reasonable income tax-upto-threeyearsforeign technicians working in industries as defined in the respective schedule of income tax regulations;
  • Relevant revenue of a private corporation conducting public infrastructure projects;
  • In regards to capital gains from the sale of shares of limited public company listed on the stock exchange;
  • NGO reported with the NGO Affairs Bureau;
  • Reasonable profits of companies and other sectors defined in the income tax Ordinance

Depreciation allowance in regards to Tax (Procedure of foreign investment in Bangladesh)

Depreciation allowance shall be allowed in respect of any house, equipment, factory, furniture, bridge, road or overhead used in any company or industrial undertaking in the measurement of income or gains.

The third schedule of the Income Tax Ordinance 1984 sets out a list of various types of properties and their corresponding depreciation allowance rates, which usually range from 10 % to 30% of costs.

The plan also sets out the overview of the usual rate of depreciation allowance, the original rate of depreciation allowance and the accelerated rate of depreciation allowance for various asset groups.

 

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Avoidance of Double Taxation for Foreign Investors

 

Double taxation for international investors can be avoided on the basis of the Bilateral Double Taxation Avoidance Treaties (DTTs). NBR is responsible for negotiating Double Taxation Agreements (DTAs) with foreign countries to facilitate FDI in Bangladesh.

The DTA is an arrangement between two countries that aims to prevent double taxation by specifying the taxing rights of each country with respect to cross-border income flows and providing for tax credits or exemptions to remove double taxation for the ease of the Procedure of foreign investment in Bangladesh.

It also allows for the exchange of information between treaty partners on tax evasion. For instance, Bangladesh has double taxation treaties with  Denmark, France, Germany, Belgium, Canada, China, India, Italy, Japan, Poland, Romania, Singapore, South Korea, Sri Lanka, Sweden, Thailand, The Netherlands, The United Kingdom and other countries.

 

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Remittance of profits for foreign investors in Bangladesh

Remittance of income of subsidiaries of foreign companies / companies, dividends / capital gains, wages and savings of expatriates, royalties and technical fees, training and consulting fees, receivables obtained by shipping companies and airlines for freight and transit can be made by approved dealers without the prior approval of the Bangladesh Bank.

In addition to that the Procedure of foreign investment in Bangladesh are placed in such a way that global entrepreneurs are also entitled to the same facilities as domestic entrepreneurs with regard to tax holidays, dividends, technological know-how fees, etc.

Business profits and tax exemption for foreign investors in Bangladesh

The income of an enterprise of a Contracting State shall be taxable only in that State unless the enterprise carries on business in the other Contracting State through a permanent establishment situated therein.

If the enterprise carries on business as mentioned above, the benefit of the enterprise may be taxed in the other Contracting State, but only in so many cases as is due to that permanent establishment. (Article 7 of the Double Taxation Agreement).

Dividends and tax exemption for foreign investors in Bangladesh

Dividends paid by a company resident in a Contracting State to a resident in the other Contracting State may be taxed in the other State.

However, such dividends may also be taxed in the Contracting State in which the corporation paying the dividends is resident and in compliance with the laws of that State, but where the beneficiary is the beneficial owner of the dividend, the tax paid shall not exceed 10% of the gross sum of such dividends (Article 10 of the Double Taxation Agreement).

Interest arising from contract state for investors

Interest occurring in a Contracting State and charged to a citizen of the other Contracting State may be taxed in another State.

However, such interest may also be taxed in the Contracting State in which it exists and in compliance with the laws of that State, however if the beneficiary is the beneficial owner of the interest, the tax so paid shall not exceed 10% of the gross sum of the interest.(Article 11 of the Double Taxation Agreement).

Capital gain derived by a foregin resident in Bangladesh

Gains obtained by a resident of a Contracting State from the alienation of immovable property referred to in Article 6 and situated in the other Contracting State may be taxed in that other Contracting State. (Article 13 to prevent a double taxation agreement, Procedure of foreign investment in Bangladesh)

Foreign Investment In Bangladesh-Formal Sectors In Bangladesh

Repatriation of investment in Bangladesh – Foreign Investment Law in Bangladesh

Full restitution of the capital accumulated from foreign sources is permitted. Likewise, the gains and dividends accrued on foreign investment can be transferred in full.

If foreign investors reinvest their repatriable dividends and/or retained profits, they will be considered as new assets. Foreigners living in Bangladesh are required to pay up to 75% of their wages and will benefit from complete repatriation of their savings and retirement benefits.

In order to allow full repatriation of the capital invested, benefit and dividend, foreign investors will have to apply for repatriation approval from the Bangladesh Bank through an approved bank. 

Foreign Private Investment (Promotion and Protection) Act, 1980, section 8 also states:

(1)  In respect of foreign private investment, the transfer of capital and the returns from it and, in the event of liquidation of industrial undertaking having such investment, of the proceeds from such liquidation is guaranteed.

(2)  The guarantee under sub-section (1) shall be subject to the right which, in circumstances of exceptional financial and economic difficulties, the Government may exercise in accordance with the applicable laws and regulations in such circumstances.

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List of online portals for potential investors in Bangladesh (Procedure of foreign investment in Bangladesh)

Foreign direct investment (FDI)

 

www.bida.gov.bd

BIDA
Investing in economic zoneswww.beza.gov.bd BEZA
Trade-related Informationhttps://www.bangladeshtradeportal.gov.bd/Bangladesh Government
Company name Clearance

http://app.roc.gov.bd:7781/psp/nc_ search?p_user_id=

 

Office of the Registrar of Joint Stock Companies and Farm (RJSC)

 

Registration of Companyhttp://www.roc.gov.bd/

Office of the Registrar of Joint Stock Companies and Farm (RJSC)

 

VAT Registrationhttp://www.nbr.gov.bd/

National Board of Revenue

 

Issuance of Certificate for using standard mark

http://www.bsti.gov.bd/Form_Online.html

Bangladesh Standards and Testing Institution (BSTI)

 

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Elimination of Taxation treaty in Bangladesh

 

In double taxation the following shall be eliminated:

 

(a) If a resident of China receives income from Bangladesh, the amount of tax on that income payable in Bangladesh in compliance with the terms of this Agreement may be credited against the Chinese tax levied on that resident.

 

However, the amount of the credit shall not exceed the amount of Chinese tax on that income determined in accordance with China’s tax laws and regulations.

 

(b) where the revenue received from Bangladesh is a dividend paid by a company resident in Bangladesh to a company resident in China and holding not less than 10 per cent of the shares of the company paying the dividend, the credit shall take into account the tax paid to Bangladesh by the company paying the dividend for its revenue.

 

Bilateral Investment treaties in Bangladesh

Bangladesh has with many nations, including China, signed Bilateral Investment Treaties (BIT) and Trade Agreements (TA). Typical provisions contained in BITs are clauses on foreign investment protection and treatment standards which usually address issues such as fair and equal treatment, full protection and security.

Provisions on reimbursement for damages suffered by foreign investors as a result of expropriation or as a result of war and dispute are typically a central part of such agreements as well. Most IIAs also control the moving of funds across borders in connection with the Procedure of foreign investment in Bangladesh.

The BITs also contain a clause on dispute resolution between investor and state. Usually this allows investors the right to bring a lawsuit to an international arbitral tribunal if a dispute occurs with the host country (Procedure of foreign investment in Bangladesh).

The International Center for Settlement of Investment Disputes (ICSID), the United Nations Commission on International Trade Law ( UNCITRAL) and the International Chamber of Commerce (ICC) are common places in which arbitration is sought.

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Funding options for foreign investors in Bangladesh

Foreign entities can conveniently access funding for short- and long-term investments from local financial institutions, including working capital loans, syndication, and trade finance. In addition, some of the Foreign Institutions (FIs) at home and abroad have access to on-shore and off-shore funding.

There are currently 58 planned commercial banks in the financial sector, as well as a host of Non-Bank Financial Institutions (NBFIs) and specialized financial institutions.
In addition to raising debt-based funding, investors may also consider securing equity-based capital-market financing from the country.

Raising Capital from the Equity market in regards to the Procedure of foreign investment in Bangladesh

International companies can start raising capital from the stock market, subject to fulfillment of certain terms and conditions. The government is keen to increase the number of companies listed on the local stock exchange, and offers regulatory incentives to attract profitable businesses and facilitate the Procedure of foreign investment in Bangladesh.

Listed firms pay 25 per cent corporate taxes on non-listed entities, excluding those markets, compared with 35 per cent tax limit.
Formal approval from the Bangladesh Securities and Exchange Commission (BSEC) is required for the fundraising process. Companies may use either the fixed price, or the option of constructing books.

The appointed merchant bank and auditor help prepare a prospectus under the fixed-price process, valuing the business based on current assets and prospects for future growth. The indicative stock price is determined and has to be certified by the regulator.

The method of book building involves a designated merchant bank to prepare an indicatively priced prospectus. The contending business then holds a series of road shows in which institutional investors are invited to bid on their stocks. IPO share price is dependent on input from other institutional investors and their interests. 

The DSEX listing process has the mandatory requirement that an Issue Manager be employed or named (approved by the DSEX). The way IPOs are determined needs support from the approved Issue Manager.

The draft prospectus shall be prepared in compliance with the Regulations of an Issue Manager and the Securities and Exchange Commission (Public Issue for the Procedure of foreign investment in Bangladesh ), 2015. IPOs can be issued by either book building or fixed-price system.

Debt capital from local commercial Banks in Bangladesh

International investors have access to financing for the local debt. Trade finance, term loans, and working capital are readily accessible to large foreign investors, in particular.

Interest rates are low for such loans and between 9-16 per cent. Bangladesh has a very large number of  State and commercial banks (as stated in the preceding section), and bank loans can be obtained against collateral secured in regards to the Procedure of foreign investment in Bangladesh.

Private Foreign Commercial borrowing in Bangladesh

To secure long-term foreign currency loans, a request must be sent to BIDA, which will then be forwarded to the Central Bank for further review.
To secure the loans, a business case supporting the loan condition must be included in the application. The proposal, along with the business case, is submitted for evaluation and decision by a committee chaired by the Bangladesh Bank Governor including members from BIDA, PMO Ministry of Finance.

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“Interest rates are low for such loans and between 9-16 per cent. Bangladesh has a very large number of  State and commercial banks (as stated in the preceding section), and bank loans can be obtained against collateral secured.” -Procedure of foreign investment in Bangladesh

 

Regulatory institutions facilitating investment in Bangladesh

The investment route depends on the business sector and on the FDI policy introduced by the Government of Bangladesh. The following government and trade agencies would oversee and encourage investment in most sectors;

The Bangladesh Investment Development Authority (BIDA), Formerly known as the Investment Board (BOI), has been set up to deal with local and foreign investment issues. All incoming investments must be pre-approved by BIDA.

The regulatory body aims to encourage domestic and foreign investment by simplifying the bureaucratic complexities of entering the Bangladesh market in regards to the Procedure of foreign investment in Bangladesh. 

Bangladesh Bank ( BB) is the central bank of the country. The central bank must be officially informed of any foreign transactions, including equity investments made on the stock market. All incoming investments shall be reported to BB via commercial banks.

Relevant trade bodies and chambers in Bangladesh

The Dhaka Chamber of Commerce and Industry (DCCI) is a non-profit, service-oriented chamber serving as the first point of contact for small and medium-sized enterprises. DCCI offers market-oriented inputs to imports , exports and investments throughout the government’s policy formulation period for the Procedure of foreign investment in Bangladesh.

The Chamber periodically publishes guidebooks to promote trade and investment. DCCI also has its own training facility to facilitate the growth of capability of professionals associated with member organizations.

The International Investment Chamber of Commerce and Industries (FICCI), founded in 1963, is made up of 188 members across the mining, service and manufacturing sectors. Classified as Class ‘A’ Chamber of Commerce, FCCI is affiliated with the FBCCI, the International Trade Center (Geneva) and the World Trade Organization (Paris).

The Metropolitan Chamber of Commerce and Industry (MCCI) is a leading chamber body made up of representatives of major local and multinational corporations. The MCCI maintains frequent ties with major international trade organizations and global private sector organizations. (procedure of foreign investment in Bangladesh)

Exit policy for foreign investors in Bangladesh

An investor can terminate an investment either by a decision of an annual or an extraordinary general meeting. Once a foreign investor has completed the formalities to leave the country, he or she can repatriate the net proceeds after obtaining proper authorisation from the central bank (Bangladesh Bank, Procedure of foreign investment in Bangladesh).

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Frequently Asked Questions about Foreign Investment in Bangladesh

In regards to Foreign Investment in bangladesh people also ask these questions frequently, hence this FAQ content block is dedicated to answering your questions.

Send your own Question

General Questions about Foreign Investment in bangladesh

Which Countries invest the most in Bangladesh?

The country’s major investors are China, South Korea , India, Egypt, the United Kingdom , the United Arab Emirates and Malaysia. According to the most recent data available from Bangladesh Bank, FDI flows increased by 5.36% to USD 1.65 billion in July-October 2019 per year. -Procedure of foreign investment in Bangladesh

How is the Investment Scenario in Bangladesh in 2020?

Bangladesh is already recognized as a thriving investment hub, reflected in influxes of foreign direct investment ( FDI) from the region. Bangladesh ‘s FDI amounted to USD 2.58 billion at the end of June 2018.

According to the Bangladesh Investment Development Authority (BIDA), there was a 13.34% rise in FDI in the third quarter of 2018, with proposals worth USD 3.23 billion in the basket. Mega-projects by the government is seen as the primary explanation for significant FDI investments in  Transportation, transportation , and communications. Exports from the country are also growing amid domestic consumption.

What is an example of Foreign Direct Investment in Bangladesh?

Examples of foreign direct investment in Bangladesh include, but are not limited to, mergers, acquisitions, retail, utilities, logistics, and development. Foreign direct investment and the laws that regulate it can be critical to the growth strategy of a business.

What are the types of foreign Investment?

Examples of foreign direct investment in Bangladesh include, but are not limited to, mergers, acquisitions, retail, utilities, logistics, and development. Foreign direct investment and the laws that regulate it can be critical to the growth strategy of a business.

What is the current trend of foreign investment in Bangladesh?

35.4 per cent of the FDI came from the manufacturing industry in 2016-17. The country witnessed phenomenal Y-o – Y growth of 11 per cent 2017 In this area. Experts in industry are optimistic this development will be maintained in the years to come. The sectors of transport , storage and communications ranked second with FDI inflows of 25 per cent.

This may be due to the mega projects being initiated and executed by the government at the present time. Over the time, electricity, accompanied by gas and petroleum, attracted FDI of 19 per cent. Over the years, the power sector has steadily drawn foreign investments due to the Government ‘s attractive tax incentives. (Procedure of foreign investment in Bangladesh)

How Foreign investors can enter into Bangladeshi Market?

Foreign investors may either form a wholly / partially owned subsidiary, or set up a branch or liaison office for Bangladesh operations. The type of organization that was created will rely on the medium- and long-term strategy of the investor for market penetration. Hence the three conventional ways of entering the Market in Bangladesh:

  • Wholly owned subsidiaries
  • Limited liability by purchasing shares in an existing Bangladeshi company
  • Joint ventures
How to get work permit and visa as a foreign investor in Bangladesh?

For investors planning to become resident in Bangladesh by taking a full-time position or for the company’s expatriate employee, branch office, liaison office, work permit is required.

Upon arrival in Bangladesh for a short period of time under two types of visa, the person is required to apply for a work permit with BIDA and an extension from the Passport and Visa Department, subject to effective completion of the security clearance.

If not treated skillfully, the process can be very hectic, and time consuming. We help our customer make it easy and hassle-free. We also help our client locate commercial addresses needed for trade license and clearance of protection.

How to open a Liaison or Branch office in Bangladesh?

Opening Liaison office requires some critical preparatory work and documentation work which requires experience. We have significant experience of getting BIDA  registration for both liaison and branch office for several foreign principals.

Legal documentation involves authentication of parent company’s Memorandum and Articles of Association, list of directors etc. Often the authentication process is cumbersome.

We try our best to make the process smooth and hustle free. In recent time we have opened several branch and liaison offices for construction and engineering companies whose principal is located in Italy, UK, China, Singapore and other neighboring countries.

What is SEZ or Special Economic Zone in Bangladesh?

In Bangladesh, economic zone is a relatively new term. The government intended to establish 100 economic zones in various geographical locations.

However, as the land is still under development process, only a handful of economic zones are currently allocating property, or will do so in the near future. Mirsarai Economic Zone for example.

Our customer can take our service from the Bangladesh Economic Zones Authority (BEZA) to conduct due diligence on land in the economic zone. We also provide legal due diligence services for lands adjacent to the Mirsarai Economic Zone which is ready for immediate investment

How to get permits and consents as a foreign investor in Bangladesh?

Often the client carries out due diligence on the number of permits and approval necessary and the time period. The type of permits and consent required depends largely on the type of industry, the business venture, its location and the planned Bangladesh activity.

The Chambers offers all basic licensing services such as business registration, liaison office approval, branch office approval, trade authorization, export and import permit, chamber and trade membership, work permit, bank account opening, IRC, ERC, ad hoc IRC, BIDA registration, BIDA recommendation, etc.

We can help with other licenses or permits. We either do it ourselves or outsource it from our established service providers and vendors

What is EPZ or Export Processing Zone in Bangladesh?

Export Processing Zone is ideal for wholly owned export-oriented companies, if it is a Joint Venture, etc. 08 (eight) EPZs are geographically diversified in various locations within Bangladesh.

Depending on the nature of the company, availability of utilities, rental rates, transportation, availability of qualified man power, etc. Customer may choose acceptable EPZ to invest.

Interested customers can take advantage of our services to locate, lease, or move existing land leases from Bangladesh Export Processing Zone Authority (BEPZA).

How to do share acquisitions as a foreign investor in Bangladesh?

Share acquisition requires many paperwork works in an unlisted private and public corporation, e.g. signing Form 117, affidavits etc. In addition, in conjunction with the Memorandum and Articles of Association, several resolutions are required along with the drafting of the Share Purchase Agreements.

For the whole process, we counsel clients so that the transition is done smoothly. We also recommended buyer as well as seller to take over some businesses. We have also advised individual shareholder in the purchasing and sale of shares. Our service involves not only supporting documentation work, but also helping to actually record and receive a certified copy from RJSC

Foreign Direct Investment in Bangladesh at CLP:

The Barristers, Advocates, and lawyers at CLP in Gulshan, Dhaka, Bangladesh are highly experienced at dealing with foregin direct investment, where we assist clients in setting up of the complete business irrespective of whether it is within a specialized zone or any other part of Bangladesh. In Counsels Law Partners, our experience helps us to efficiently execute local and cross-border global transactions while helping you at all stages of the process and offering you cost-effective, realistic business solutions. In addition to handling various issues related to domestic clients on a regular basis, it also has experience in consulting and assisting numerous international clients with utmost care and attention throughout their legal exploration in Bangladesh. For queries or legal assistance in regards to the Procedure of foreign investment in Bangladesh, please reach us at:

 E-mail:[email protected]
Phone:+8801727983838

Address: House 39, Road 126 (3rd Floor) Islam Mansion, Gulshan 1, Dhaka.

 

Have a Different Question?

Email us anytime : [email protected]

Or call — +8801727983838

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Liquidation or Winding up a company in Bangladesh | Everything you need to know

Liquidation or Winding up a company in Bangladesh | Everything you need to know

by | Aug 26, 2020 | Law, BD Law, Business Formation, Business Law, Commercial, Company Law, Liquidation, Transfer Share, Winding Up

Liquidation or Winding up a company in Bangladesh | Solvency declarance, Board meeting, declaration filings| Everything you need to know.

Tahmidgoldenpicturebackground E1569742859700

Tahmidur Rahman, Director and Senior Associate

12 Nov 2019

This post in will explain in details about the process of Liquidation or winding up a company in Bangladesh – This article will explain the step by step process of winding up a company office in Bangladesh, Declaration of solvency , accounts and audit, extraordinary general meeting, declaration of solvency and everything you need to know and to be aware of.

Table of Contents

Liquidation or Winding up a company in Bangladesh- Find the subsections below, If you want to jump through specific sections instead of reading the whole article.

Liquidation Or Winding Up A Company In Bangladesh_ Tahmidur Rahman_ Best Law Firm In Bangladesh

 

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What is Liquidation or Winding up a Company? And how a Liquidation or winding up works?

Winding up is the process of dissolving a company. A business organisation stops doing business as normal when it winds up. Its conventional aims are to sell off stock, pay off creditors and transfer to partners or shareholders any remaining assets. The term is used mainly in UK where liquidation is synonymous with the process of turning assets into cash. In other terms, this mechanism generates a monetary fund in which a business pays its debts, outstanding bills, and splits the remainder and distributes to shareholders, members of the corporation, investors, or any other investor. A receiver may be designated to control such asset distribution (known as “Liquidator”) process.

Winding up a business is a legal process regulated by company laws of Bangladesh as well as a company’s AoA (Articles of association) or partnership agreement. Winding up can be compulsory or voluntary and can apply to publicly and privately held companies. (Liquidation or Winding up a company in Bangladesh)

Process of Liquidation or Winding up a company in Bangladesh

Before we deep dive into the process of winding up a company in Bangladesh, it is pertinent to note the term used here is Company but not businesses, as sole proprietorships or partnership business in Bangladesh do not follow the equivalent pathway or practice such as liquidation or winding-up. Therefore, to continue with the liquidation process one must have or have an operating company, properly incorporated / registered under Bangladesh law.

Under the company law 1994, there are three modes of winding up a company in Bangladesh. The winding up of a company may be either:

 

  • by the court or
  • voluntarily or
  • Subject to the supervision of the court.

 

Who can file the petition of winding up in Bangladesh?

A winding-up petition can be filed jointly or separately by a creditor, the business or the company (i.e. shareholders) or lender under section 245 of the Companies Act 1994. In the event of a company winding up, section 235 of the Companies Act notes that each of the company’s current and former owners will be liable to contribute to a amount adequate to cover the company’s debts, liabilities, costs and liquidation expenses. Section 237 describes the term contributory; it means that in case of wound up each individual is liable to contribute to the assets of a corporation. (For Liquidation or Winding up a company in Bangladesh)

Hence to summarise,

A petition for winding up can be filed by:

  1. Creditor or,
  2. the Company (i.e. shareholders) or
  3. Contributory (who contributes to a companies’ assets in paying the debts and costs of the company), together or separately.

 

Liquidation Or Winding Up A Company In Bangladesh_Tahmidur Rahman_Best Law Firm In Bangladesh

Winding up a company by the court in Bangladesh

Winding Up of a company by court may be done in certain circumstances which are:

 

  • if the company through the special resolution decided that it must be winded up by the court; or
  • if default is made in filling the statutory report or in holding the statutory meeting; or
  • if the number of members reduced below the required number as per the Company Law; or
  • the company is incapable of paying its debts; or
  • if the court is of opinion that it is just and equitable to wind up the company.

Liquidation or winding up a Company by Court- Process in Bangladesh

Company winding up or Liquidation process in Bangladesh by court has been discussed very briefly in order to give an idea of the process.

Step one: Filing Petition to Court

In order to wind up a company by the court, a petition has to be filled the company court of High Court Division of Supreme Court .  It is to be noted that winding up of a company by the court shall be deemed to commence from the time of presentation of petition for winding up. Upon hearing the application the court will pass an order for winding up of the company.

Step two: Notification to registrar

In issuing a winding-up order, the petitioner and the corporation are obliged to file a copy of the order with the Registrar within 30 ( thirty) days from the date of the request. The Registrar shall register a summary in his company related books upon filing a copy of a winding-up order. The registrar then notifies the official Gazette that such an order has been made. Such an order shall be considered to be a discharge notice to the company’s employees, except when the company’s business is continued.

Step three: Appointment of Liquidator

The court will then appoint an official liquidator and the liquidator will perform its duties as per the Companies Act 1994. In case of winding up by the court, all the property and effects of the company shall be deemed to be in the custody of the Court as from the date of the order for the winding up of the company.

Step four: Information recorded with RJSC

Once a company’s affairs have been completely wound up, the Court shall make an order to dissolve the company from the date of the order, and the company shall be dissolved accordingly. Official liquidator shall report the order to the registrar within 15 (fifteen) days of the order. The registrar shall record a minute of the company’s dissolution in his books.

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Voluntary Liquidation or a winding up a company in Bangladesh

A company may be winded up voluntarily:

  • when the period, if any, fixed for the duration of the company by the articles expires or any event  occurs for which the articles provides that the company is to be dissolved and the company in general meeting has passed a resolution for winding up voluntarily;
  • if the company resolves by special resolution that the company be winded up voluntarily;
  • if the company resolves by extraordinary resolution to the effect that it cannot by reason of its liabilities continue its business, and that it is advisable to wind up.

It is to be noted that commencement of voluntary winding up shall be deemed to commence at the time of the passing of the resolution for voluntary winding up. (Liquidation or Winding up a company in Bangladesh)

Company Winding up process subject to Court in Bangladesh

 

When a company has by special or extraordinary resolution resolved to wind up voluntarily the court may make an order that the voluntary winding up shall continue but subject to supervision of court and such terms as the court thinks just.

 

Section 242 of the Companies Act 1994 takes into account whether a corporation is found to be unable to pay its debts. This will be the case if a creditor to whom the company is indebted for a sum and the company fails to pay the sum for three weeks or if the execution or other proceedings issued under a decree or order of any court in favor of a company creditor are returned unsatisfied in whole or in part or if it is demonstrated to the court’s satisfaction that the company is unable to pay its debts and the court is to take account of them.

 

Section 316-321 of the 1994 Companies Act deals with turning up being subject to court oversight. If a company has agreed to wind up voluntarily through special or exceptional means, the court may make an order that the voluntary winding up must proceed but be subject to court oversight and such conditions as the court considers appropriate. Where an order for winding up is made subject to supervision, the liquidator may exercise all the powers, subject to any limitation imposed by the court, as if the company were being wound up voluntarily entirely. (Liquidation or Winding up a company in Bangladesh)

 

 

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Steps by Step process of voluntary Winding Up a Company in Bangladesh

 

This is the liquidator ‘s responsibility in any voluntary winding-up to settle the company’s debts and change the creditors’ right among themselves. Here is the comprehensive step-by – step method of voluntary wind-up of a bangladesh company.

Step One: Drafting documents for Winding Up

The first step on the process of winding up is to prepare documents. The documents that need to be prepared are:

  1. Declaration of Solvency, (which includes information such as the company has no debts among other things) and
  2. Profit and Loss Account and
  3. Audited Balance. 

The above mentioned documents will have to be approved by the majority directors of the company.

Step Two: Submission to RJSC

The next step is to file the approved Declaration of Solvency to the RJSC within 5 (five) weeks from the approval by directors.

Step Three: Pass Special Resolution

The third step requires the Extraordinary General Assembly to pass a special resolution. This is to approve the company’s decision to wind down and the liquidator appointment. It should be noted that the meeting ‘s content is also to be filed with the RJSC. The special resolution will then be published in the official Gazette, and in a newspaper circulated in the district where the company’s registered office is located. It will be achieved within 10 ( ten) days of the special resolution passing it.

Step Four: Appointing Liquidator

Once the chosen liquidator has been approved by the extraordinary general meeting and the liquidator has accepted the appointment, such must be notified to the RJSC. In addition, the Deputy Commissioner of Taxes will also be informed of the same within 30 (thirty) days of the said appointment. 

Step Five: Final Report by Liquidator

At this stage the liquidator need to prepare a Final Account. The Final Account must have the details of how the winding up has been conducted and the assets distributed. Thereafter, the liquidator will call an extraordinary general meeting and the notice for that must be circulates by advertisement in the official Gazette, and in a newspaper. Such a notice must be given not less than one month before the meeting.

The special resolution will be passed in the extraordinary general meeting with regards to the disposal of the books and papers of the company. 

Step Six: Documents filing to RJSC

Lastly, a final meeting must be hold and a return of the meeting must be submitted to the RJSC upon which the company will be winded up. The submission must be made within one week of the meeting.

Step Seven: Petition filing to Court for Winding Up

For voluntary winding up, the petition to the court is made at this stage. All the documents relevant to the winding up of the company are submitted to the court. The court being satisfied, declares that the company has been dissolved. This stage is essential to avoid any allegation of fraud later on.  

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Liquidation Or Winding Up A Company In Bangladesh_Tahmidur Rahman_Law Firm In Bangladesh

Government fees for Company Winding Up Process

 

Here are the minimal required government fees for the company winding up process (Liquidation or Winding up a company in Bangladesh):

1.         For Private and Public Company: BDT 20.00

2.         For Trade Organization and Foreign Company: BDT 10.00

 

Liquidation or winding up a company in Bangladesh services in Counsels Law Partners

 

Tahmidur Rahman | Counsels Law partners, a leading Company law firm can provide following the legal services: The Law firm will assist in arranging the actual consent and interest of each company share. Furthermore, CLP will provide a complete road map for winding up processes. Team CLP may also help in the disposal of company properties and make use of the proceeds to pay creditors. In addition , the team will assist in holding creditors’ meetings, settling legal disputes and settling all the company’s pending obligations. CLP will be responsible for sending the documents to RJSC and preparing all documents in Bangladesh for the termination or liquidation of the company. On top, the company law department will provide the complete legal services in relation to Company winding up or Liquidation process in Bangladesh.

 

For queries or legal assistance, please reach us at:

 

E-mail: [email protected]
Phone:+8801727983838 (WhatsApp also available)

 

Address: House 39, Road 126 (3rd Floor) Islam Mansion, Gulshan 1, Dhaka.

 

Liquidation or Winding up a company in Bangladesh.

 

 

 

Liquidation Or Winding Up A Company In Bangladesh_Best Law Firm In Dhaka
“For voluntary winding up, the petition to the court is made at this stage. All the documents relevant to the winding up of the company are submitted to the court. The court being satisfied, declares that the company has been dissolved. This stage is essential to avoid any allegation of fraud later on.  .”

 

If you want to know how to open a company in Bangladesh or about company formation click here!

  • Step by Step Process of Registering a Company in Bangladesh
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Branch office registration in Bangladesh | Step by step process of setting up a branch company

Branch office registration in Bangladesh | Step by step process of setting up a branch company

by | Aug 24, 2020 | Company Law, BD Law, BIDA, Branch office, Business Formation, Business Law, Commercial, Law

Branch office registration in Bangladesh | Step by step process of setting up a branch company in Bangladesh

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Tahmidur Rahman, Director and Senior Associate

11 Nov 2019

This post in will explain in details about Branch office registration in Bangladesh – This article will explain the step by step process for setting up a branch office in Bangladesh.  In addition, people want to know the required cost and documents for a branch office registration in Bangladesh. This article will explain everything you need to know about branch office with directions and infographics.

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How to open a branch office in Bangladesh?

A branch serves as an extension of its parent company, meaning, there will be no separate legal entity established. Its parent company is liable for the branch office’s debts or any other obligations and activities.

No operation in Bangladesh that is not expressly authorized by BIDA can be conducted by a Branch Office. A Branch Office is also expected to register with the Joint Stock Companies and Company Registrar and to comply with other legal formalities prescribed by the Companies Act 1994.

A Branch Office offers the advantages of ease of service and uncomplicated closing. Nevertheless, as the operations are strictly controlled by the guidelines for exchange control, a Branch May may not provide the best framework for its expansion / diversification plans to a foreign firm.A foreign company’s branch office can engage in commercial activities with prior BIDA approval. A branch office may have a local source of revenue from the approved business sector in Bangladesh and with the prior approval of the Inter-Ministerial Committee and sufficient justification and supporting documentation.

 

Allowed activities of a Branch office in Bangladesh

One of the major differences between a branch and a liaison / representative office is that a branch may engage in commercial activities with a prior approval from the Bangladesh Investment Development Authority (BIDA). The branch office, for example, can:

 

  • collect payments on behalf of the parent company
  • have local sources of income
  • make outward payments from Bangladesh with a prior approval from the BIDA

 

Documents to submit in BIDA for a Branch office in Bangladesh

A Branch or Liaison Office is a proper legal body in Bangladesh once it is registered with the BIDA. It is called a multinational company extension, and not a separate legal entity. Unlike a Bangladeshi subsidiary, a Branch or Liaison Office parent company is indirectly responsible for all branch or liaison office debts and liabilities.

As per the guideline of BIDA, following papers/documents are required for application for opening of branch office. (4 copies of all documents).

1. Application in prescribed form signed by the authorized person for establishment of Branch office registration in Bangladesh.

2. Memorandum and Articles of Association and Certificate of Incorporation of the principal/ parent company. (Attested by the concern Bangladesh Embassy)

3. Name and nationality of the directors/promoters of the principal company. (Attested by the concern Bangladesh Embassy)

4. Audited Accounts of last financial year of the principal company. (Attested by the concern Bangladesh Embassy)

 5. Company’s board of director’s resolution regarding opening of office in Bangladesh. (Attested by the concern Bangladesh Embassy)

6. Proposed organogram of the office showing the posts to be occupied by both expatriates and local personnel.

7. Furthermore, Details of activities to be performed through the proposed branch/liaison/representative office in Bangladesh.

8. Finally, Any other documents BIDA, may ask for after primary reviewing

In addition, you must translate any documents that are not stated in English before submission. (Branch office registration in Bangladesh)

Inspection of the Documents by the BIDA

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.

 

Time and governments cost for approval

The average time needed for submission and getting the approval is one month. However, BIDA may seek physical representation of the documents as such this may make the process lengthier. (Branch office registration in Bangladesh.)

 The government cost for getting the approval from BIDA is USD 300 (three hundred dollar)

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Step two- Opening Bank Account to set up branch office

Following approval from BIDA, the next move is to open a Bangladesh Bank Account. It is because while no minimum paid-up capital is needed for the establishment of a branch office, a remittance of US$ 50,000 must be deposited within 2 ( two) months from the date of issuance of the BIDA letter of authorisation. (Branch office Registration in Bangladesh ) 

a) Documents

The documents required for opening bank account are:

  1. BIDA permission letter
  2. Draft Article and Memorandum of Association
  3. in addition, Passport of the bank account signatory (if foreign nationals) and
  4. lastly, NID (if Bangladeshi national)

Step 3- Bangladesh Bank approval

Also in regards to Branch office registration in Bangladesh, Parliament of Bangladesh revised the 1947 Foreign Exchange Regulatory Act. Now, however, Bangladesh Bank’s criteria for 18B approval has been withdrawn. In addition, according to the amendment, the branch office will report to the Bangladesh Central Bank after receiving approval from BIDA. Such a report with 30 ( thirty) days to approve should be made.

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Step 4- Registration with RJSC for Branch office

 

After obtaining approval from both Bangladesh Bank and BIDA, registration with the RJSC is required. The following documents will be required for this purpose (for Branch office registration in Bangladesh):

 

 a) Documents:

 

  • BIDA and Bangladesh Bank approval letter
  • Certified copies of the Memorandum of Association and Articles of Association
  • Full address of the registered or principal office of the company
  • List of the directors and secretary (if any) of the company
  • in addition, the name and address of a Bangladeshi who may represent the company in processing and accepting documents and
  • The full address of the office of the company in Bangladesh

 

Step five: Obtaining Trade License from the Local City Corporation

In order to get trade license an application need to be made to the concerned city corporation. Along with the application, the following information and documents need to be submitted:

a) Documents

  • Photocopy of AOA and MOA
  • Photo of Managing Director or Chairman
  • TIN of the branch office
  • in addition, Rental agreement of the office and
  • lastly, Nature of business

b) Time

It usually takes 3 to 4 working days to get a trade license. In order to know more about how to get trade license in Bangladesh.

c) Cost

The government for trade license is USD 100 (hundred dollar).

Step six: Income Tax Registration & VAT Registration for the branch office in Bangladesh

After setting up the branch office, it is important that the branch office has a unique Business Identification Number (BIN) to carry out normal business operations in Bangladesh. Therefore a VAT registration certificate must be obtained from the Department of the National Revenue Board (NBR) to obtain a business identification number. It’s free to register for the VAT registration.

a) Documents 

  • TIN Certificate
  • Trade License
  • Import / export Registration certificate
  • Furthermore, Passport sized photos
  • Deed of Agreement
  • Bank solvency certificate
  • in addition, BOI registration and
  • lastly, Memorandum and Articles of Association

 

In order to carry out normal business operations in Bangladesh after setting up the branch office, it is essential that the branch office has a unique Business Identification Number (BIN). Therefore, to get a Business Identification Number, a VAT registration certificate need to be obtained from the Department of the National Board of Revenue (NBR).

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Can a foreign employee be employed in Branch office?

 

Sponsors may apply for Private Investors Visa. Foreign employees can appointment. Appointment can be made by foreign employees.  International workers need to get a work permit to be able to operate in Bangladesh.  This is a multiple entry visa and it is only valid for 3 months but can be extended later.

A branch manager may be a foreigner but he / she should be a Bangladesh citizen.  Remember also that a cap of 5 percent (five percent)  of foreign employees in a branch is restricted by Bangladeshi law. In addition, it should be noted that as per the Bangladesh Investment Development Authority Handbook 2011, the
current maximum ratio of foreign to local employees is 1:5 for commercial offices and 1:20 for industrial enterprises. (Branch office Registration in Bangladesh)

 

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Validity Period of Approval of Branch office registration in Bangladesh

The approval is usually provided to establish a branch for a period of three years and it has to be extended/ renewed. You have to apply for renewal or extension at least 2 (two) months  before the expiry of the current term.

 

Capital requirement for branch office registration in Bangladesh

There is not minimum capital requirement in Bangladesh for branch office. However, there is a requirement for a minimum of US$ 50,000 inward remittance for registration of branches offices in Bangladesh as this inward remittance should cover the cost of initial establishment and six months’ expenses for operation.

 

Time period to set up or a  branch office registration in Bangladesh

To set up a branch office in Bangladesh, conventionally it takes from 60 days (sixty) to 90 days (ninety) in total.  Other formalities are consequential and will take about 2 weeks.

“Sponsors may apply for Private Investors Visa. Foreign employees can appointment. Appointment can be made by foreign employees.  International workers need to get a work permit to be able to operate in Bangladesh.  This is a multiple entry visa and it is only valid for 3 months but can be extended later.”

 

If you want to know how to open a company in Bangladesh or about company formation click here!

  • Step by Step Process of Registering a Company in Bangladesh
Finallllllll 1 3

Business activities of a Branch office in Bangladesh

Branch office does not have its own independent legal body. This is because it functions as an extension of its parent company. Hence the parent company is entirely responsible for its branch office ‘s operations, debts and responsibilities.

Unlike liaison office, a branch office can engage in commercial activities. However, in order to do so, prior approval from the Bangladesh Investment Development Authority (BIDA) is required.

Activities that a Branch office can engage in are:

  1. Payment collection on behalf of the parent company
  2. Local sources of income for the branch office
  3. in addition, Make outward payment from Bangladesh (with approval from BIDA)

 

Compliances to maintain as a branch office in Bangladesh

 

In the approval letter issued by BIDA, the activities of a Branch office shall remain confined to the areas and for the time specified and authorized. Unless the organization wishes to extend its Office past the approval period, they will have to apply for the required renewal / extension in the specified form with correct documentation at least 2 ( two) months prior to the expiry of the current term. In addition to that the Branch office should also maintain the following compliances:

  • Quarterly return of incomes and expenditures out of remittances received from abroad shall have to be submitted to the BIDA, concerned Bank, National Board of Revenue and Bangladesh Bank with documentary evidences under circular No 01/2009 amended circular No 03/2009 of 30th July, 2009.

     

  • Any change(s) of present address shall be intimated to the BIDA for necessary action and approval before the proposed change is carried out.

  • The permitted Office shall have to obtain clearances/ licenses from the concerned government agencies, as and where required, under the existing rules of the country.

     

  • The permitted Office shall have to pay duty/income tax/VAT/revenues and other taxes payable to the government under the existing laws of Bangladesh.

 

Company Law practice in Counsels Law Partners 

The Barristers, Advocates, and lawyers at CLP 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: [email protected]
Phone: +8801727983838
Address: House 39, Road 126 (3rd Floor) Islam Mansion, Gulshan 1, Dhaka.

 

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E-Commerce Company Formation in Bangladesh

E-Commerce Company Formation in Bangladesh

by | Aug 14, 2020 | Company Law, Business Formation, Business Law, Commercial, Law, Tech Law Bangladesh

E-Commerce Company Formation in Bangladesh| Complete Overview of Starting an E-commerce Business.

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Tahmidur Rahman, Director and Senior Associate

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E-commerce business formation in Bangladesh:

E-commerce is actually one of Bangladesh’s fastest growing field and trends. There are lots of e-commerce companies that have begun operating in Bangladesh since 2015. But mostly they only operate for Dhaka city and few businesses have only started in their city. This is a positive sign and e-commerce will certainly expand in days to come. Many people come to CLP with their enquiry if they need a trade license / or a PLC for their Bangladesh e-commerce business. And the answer is of course “yes.” In Bangladesh, every business is required to have a trade license, and eventually you might opt for establishing your own PLC for your e-commerce business!

Starting an E-Commerce business in Bangladesh

As the study shows, Bangladesh is entering its own period of demographic dividend, meaning that the proportion of young people in the next 25 years will be the highest in the history of the country. And this is a golden opportunity for Bangladesh to tap into the promise of e-commerce by building a viable e-commerce ecosystem that will transform the country’s economic landscape. Another Asian neighbor, China, has already shown that e-commerce can easily become the key drivers of the economy, with favorable policy and government commitment.

 The term e-commerce refers to the Internet-based buying or sale of goods, products or even services. E-commerce purchases vary from the obvious things like online retailing, online media outlets, online shopping, etc. to the more important items like digital payment, online banking and even the procedures of public administration. In this article we will concentrate on the information needed to start an E-commerce company in Bangladesh.

Major Categories and Types of E-commerce business in Bangladesh 

In terms of E-commerce business in Bangladesh, there are three kinds of e-commerce, which are as follows-
1. Items oriented: These online companies deal over digital media with tangible and physical goods or products.
2. Service-oriented: These online businesses are specialized in delivering services to a customer, be it between businesses or just ordinary people or vice versa;
3. Digital products oriented: These online companies are performing legal businesses like the two preceding ones but the goods or services they offer are entirely digital.

The buying and selling process involves the exchange of web and electronic data using personal computers , laptops, tablets , cell phones etc. Companies are categorized as ‘brick and mortar’ (traditional trade), ‘click and mortar’ (partial e-commerce) and ‘internet businesses’ where all is digital for merchandise, distribution, and payment. The definition of e-commerce thus includes both purchases of physical goods and digitized products and services.
In the current eBusiness world, M-Commerce (Mobile Commerce) and F-Commerce (Facebook Commerce) have become two common concepts. Within this paper both are listed within the wider e-commerce framework.

What are the usual transactions in a e-commerce business in Bangladesh?

These online transactions are usually done in the following six ways –

 

1.Business to Business (B2B): The “Business to Business” transactions include two more companies conducting business with each other and barely ever involve the final customers;

2. Business to Consumers (B2C): It is the business model where businesses directly offer goods or services to customers. Consumers are increasingly shopping for and purchasing goods online, arranging financing, arranging shipping or taking delivery of digital items such as apps, and getting after-sales services. B2C e-commerce includes online transactions often referred to as e-retail (or e-tail).
In building B2C networks, some of the advantages businesses can achieve are decreased operational costs, increased marketing, globalization, customer satisfaction, knowledge management, etc .. Bangladesh e-commerce begins and mostly switches to B2C.

3. Customer to Customer (C2C): The “Customer to Customer” model refers to the direct transactions conducted between the consumers themselves;

4. Customer to Business (C2B): The Customer to Business transactions refers to the providing of goods or services by a customer to legitimate businesses;

5.Business to Administration (B2A): Business to Administration involves the transactions between businesses and governmental or administrative bodies.

6. Customer to Administration (C2A): Customer to Administration refers to the transactions that are made between the ordinary consumers and governmental bodies.

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Process of Starting an E-commerce business in Bangladesh

The procedure required to start an E-commerce company in this country depends entirely on the nature of the business itself.

  • Individual businesses: If your online company is all about the Customer to Consumer ( C2C) model and you just want to trade with someone over the internet, then you don’t need a lot of formality. At the other hand, if you sell any goods or services actively through a website or page and you are the sole owner of the said company, then you will need a valid trade license and proper E-TIN set-up.

     

  • Companies or Associations: If your favored business model is Business to Customer (B2C), where you want to set up a company or association to sell your goods or services, the laws currently in force in Bangladesh regarding companies, partnerships or associations etc. will be applicable to you to set up your e-commerce business in Bangladesh.
  • Domain & intellectual properties: Another important step of setting yourself up in the E-economy is to purchase a domain name. Being prepared with a valid domain, trademarks, copyrights etc. will be instrumental in securing your intellectual properties among other things.
  • A typical Bangladesh online business: A typical Bangladesh online business starts with the development of a website or a public page in an asocial media network. The items or services to be sold are then cataloged on the Customers’ website or page on browse through. The final aspect of this initial phase is incorporating a safe form of payment, and there are quite a few good choices to choose from in your own e-commerce business in Bangladesh.
  • Payment methods: Most online stores have a cash-on – delivery system which, of course, needs no digital payment method. At the other end of the spectrum, a large chunk of all mobile banking in this country is currently being done via services such as Bkash, Rocket, Nexus Pay etc., but you do have the option of accepting other services such as the various credit or debit cards, PayPal, Money Gram or any other FIN Tech (Financial Technology) methods. The trick is to go for something that’s easily available and that has the most users. Hence:

     

    Setting up a payment gateway system in Bangladesh requires few papers/documents:

  1. Company Trade License
  2. Owner’s NID & Photograph
  3. Bank Details
  4. Company Logo
  5. Website URL
  6. Signature & Seal

As of now, the Bangladesh Bank has allowed funds to be transferred up to BDT 5,00,000 between two customers who have accounts on the same bank via online facilities, provided that the transactions comply with the prevailing Money Laundering Prevention laws and related government circulars.
Nevertheless, in the case of any legal issue emerging from these projects, it is often prudent to obtain professional assistance. According to the laws currently in effect in Bangladesh, e-economy participants are entitled to various legal remedies with the least amount of difficulty. The article would also address the prospective risks of operating E-commerce companies.

Legal Framework For E-Commerce Business In Bangladesh

Potential Legal regulations in regards to starting an e-commerce in Bangladesh

 

  •  Consumer Protection legislation is important in e-commerce business in Bangladesh to create consumer trust. In merchant’s bank account, a holding fund mechanism listed in the ‘E- Payment’ section might be established; consumers do need to use true identification for the purposes of the transaction.

     

  • Privacy of consumer’s communication, preference, visit information, personal and financial data must be maintained by the relevant merchant. There has to be a clear definition of what form of communication, intention or promise between merchant and consumer will be counted as service agreement; violation of which would face legal consequences in the justice system.

  • Community Conscious Driven Policy needs to be established in the e-commerce business in Bangladesh. The socio-economic scenario differs from country to country. Expectation from businesses and consumers need to weight in our existing standard.

     

  • Code of Conduct for the businesses and customers need to be defined. Any form of digital communication must not violate traditional social and business etiquette within the e-commerce business in Bangldaesh.

    Dispute Resolution Mechanism should be clearly stated and communicated properly to the stakeholders. A cyber court might just be established for quick resolution of such cases specifically for e-commerce businesses in Bangladesh.

     

    •  ICT Act is undergoing revision. As the cyber world evolves very rapidly, a legal committee will eventually be set up to review the law and make appropriate changes every six months. 

    •  Most e-commerce operations incorporate a variety of digital activities and conventional business processes. ICT Act will ensure compliance with current legislation and ecommerce regulations is sufficient.

    • Though e-commerce ensures easy access to entrepreneurship, some form of regulations will eventually be imposed for the new entrants for identification, authentication, taxation and monitoring purpose. Easy registration process using e-tin, address, etc will eventually be incorporated to ensure the transactions under a legal umbrella.

    • Insurance policy might also be formulated to protect businesses and consumers from larger accident and fraud incidents.

For details of filing system, click here or in the image below-

 

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  • Step by Step Process of Registering a Company in Bangladesh
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What are the potential pitfalls of starting an e-commerce business in Bangladeh ?

  

As a fairly recent development in Bangladesh’s economic history, there are several possible problems that may emerge from an online company. Many of these problems are discussed briefly below- 

1. Credit and Guarantee: A large percentage of higher-end transactions are made by loans such as EMI or other types of instalment plans. For certain situations, civil proceedings can be required when the consumer defaults.  

2. Financial fraud: all the time when it comes to e-commerce in Bangladesh, financial fraud such as credit card fraud, the use of illegal payment methods etc. Established in compliance with the 1990 Money Loan Court Act, the Artha Rin Adalat is a judicial body dealing with the recovery of money loaned to citizens through public sector financial institutions. This court can adjudicate financial fraud committed in e-transactions such as credit card frauds etc. There are some other legal remedies available under Bangladesh ‘s laws to a possible victim of fraud such as the Digital Protection Act, 2018 among others. 

3. Return products or non-delivery of goods: E-commerce companies regularly recall items returned by consumers for different reasons, some of which are specific concerns such as the size of apparel products, while others are as ambiguous and illogical as they may be. In addition to the financial blows suffered by the sellers, factors such as product return or product non-delivery may also be harmful to the purchasers. Under existing legislation such as the Sale of Goods Act, 1930 etc., online sellers and purchasers are entitled to a plethora of protections that can be legally enforced.

4. Quality of products: The E-economy of Bangladesh has a long history of venders providing unsatisfactory goods or services to the customer. This is mainly due to the fact that the customers do not get to check or verify what they are buying before the actual delivery takes place. This has apparently resulted in sellers delivering damaged, expired or unusable products in the end. Issues of damaged goods or goods in lesser quantity than originally agreed upon can be brought to legal action under the governing laws of the country such as the Consumer Protection Act, 2009, The Sale of Goods Act 1930, The Contract Act, 1872, The Penal Code, 1860 and the Standard of Weights & Measures Ordinance, 1982 etc.

5. Adulterated goods: whether purchased by a customer or a business, whether it is the duty of an online retailer to deal with adulterated goods and products, it will be subject to legal consequences. The 1974 Special Powers Act provides legal provisions for adjudicating vendors trading in adulterated goods, beverages, or other items.

6. Infringement of Intellectual Property: There is a general disregard among the Bangladeshi people for intellectual property laws, particularly when it comes to digital products, due to the state of the basic economy and the newness of information technologies.

7. Exploitation: The very existence of the techs used to perform different transactions online leaves space for vulnerabilities that can be manipulated for illicit benefit. Frauds in the credit or debit card, frauds in the digital identity forgery, infringements of authority, unauthorized access to data and privacy etc. are some of the examples that can seriously hamper an individual’s or business’ livelihood. In addition to careful planning by the users, in the aftermath of these incidents, legal proceedings are also necessary. 

 

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Frequently Asked Questions- FAQ about E-commerce Business in Bangladesh

In regards to opening an E-commerce company in Bangladesh, people also ask these questions frequently, hence this FAQ content block is dedicated to answering your questions.

Ask A Question

General Questions about Starting an E-commerce company in Bangladesh

What is E-commerce business in Bangladesh?

E-commerce includes the purchasing and sale of products and services by businesses and customers via the electronic medium. E-commerce, also known as electronic commerce or internet commerce, refers to the purchasing and sale of goods or services through the Internet, and the transfer of money and data to carry out these transactions.

How many e-commerce business are there in Bangladesh?

The eCommerce Association of Bangladesh (e-Cab), an eCommerce trading organization in Bangladesh, reports that there are 700 eCommerce sites and about 8,000 eCommerce pages on Facebook. Facebook remains a common method of advertising and selling goods, to the point that many companies forgo the production of websites.

What are e-commerce companies?

Amazon, Alibab and e-bay probably the most influential e-commerce business in the world. Our neighboring country have flipkart, which is an Indian based eCommerce web portal founded by Sachin Bansal and Binny Bansal in 2007. In Bangladesh currently we have Daraz and E-valy dictating the e-commerce market.

What are the 5 types of e-commerce?
  • Business-to-Business (B2B)
  • Business-to-Consumer (B2C) 
  • Consumer-to-Business (C2B) 
  • Business-to-Administration (B2A) 
  • Consumer-to-Administration (C2A)
What is the best e-commerce company in Bangladesh?

Daraz is considered to be one of the best e-commerce companies in Bangladesh. As one of the most innovative and successful online stores in Bangladesh, Daraz.com.bd offers a wide range of products, including electronics , apparel, home appliances, children’s goods , furniture, beauty and health, and much more.

How to start an e commerce business in Bangladesh (step by step)?
  1. Select The Best Business Structure and Register Your Business legally in Bangladesh.
  2. Research Ecommerce Business Models.
  3. Start Ecommerce Niche Research.
  4. Validate Target Market and Product Ideas.
  5. Register Your Ecommerce Business & Brand Name.
  6. Finalize Your Ecommerce Business Plan.
  7. Create Your Online Store.
  8. Attract Customers To Your Ecommerce Website.
Do I need to register my e-commerce company in Bangladesh?

Choose a business name and register your company. There are legal protections and tax benefits for incorporating, so don’t skip it. Email us for aiding you to a seamless formation.

What is ECAB?

The e-Commerce Association of Bangladesh (e-CAB) was established to accelerate the growth of the e-Commerce sector in Bangladesh. The e-CAB was designed to address the current problems of e-Commerce in order to ensure its development. E-CAB aims to act as a shared forum for companies active in the e-commerce sector in Bangladesh. The e-CAB will act as their voice. In addition , e-CAB will undertake a range of activities, including research, publication, training, workshops , seminars, etc., to develop the e-commerce market.

How to become a member of E-CAB in Bangladesh?
  • Logo of your e-commerce company
  • A short profile of the company (minimum 100 words)
  • Contact person name and contact address
  • Photocopy of the updated trade license of the organization/company
  • Photocopy of the updated Tax Identification Number (TIN) certificate
  • Photocopy of the National ID card of the proprietor/managing director/Chairman of the company
  • Passport size picture of the proprietor/managing director/Chairman of the company

Get legal advice from the best company formation Law firm in Dhaka

The Barristers, Advocates, and lawyers at CLP in Gulshan, Dhaka, Bangladesh are highly experienced at assisting clients through the entire process and legal provisions relating to the setting up of your E-Commerce business in Bangladesh and the safeguarding of your rights and interests in case of any conflicts.

For any queries or legal assistance, please reach us at:

E-mail: [email protected]

Phone: +8801727983838

Address: House 39, Road 126 (4th Floor) Islam Mansion, Gulshan 1, Dhaka.

 

 

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Pharmacy Business in Bangladesh – Permission, License process and Business Formation

Pharmacy Business in Bangladesh – Permission, License process and Business Formation

by | Aug 13, 2020 | Law, BD Law, Business Formation, Commercial, Company Law, Property

Pharmacy Business in Bangladesh – Permission, License process and Business Formation

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Tahmidur Rahman, Director and Senior Associate

20 Sept 2019

In this post, Tahmidur Rahman speaks about how to open a Pharmacy Business in Bangladsh successfully and the process of formation in details.

How to open a Pharmacy Business in Bangladesh  

Bangladesh’s Pharmacy sector is one of the most profitable sector in regards to the proportionality of investment and output . Owning a pharmacy company in Bangladesh is not only a lucrative endeavor but also a satisfying one for you. This is the company for those who want a place to deliver a reliable service. But business startup is a challenging process. Things to do in this process are including market study, financial structure, trade licensing and product licensing, recruiting critical staff, etc.
And make sure you educate yourself thoroughly on what that means before you attempt to open a drug store. When you want to personalize the type of service that you deliver to your clients in different ways, a retail pharmacy offers you complete flexibility.

 

Procedure of starting a Pharmacy in Bangladsh

Launching a pharmacy company in Bangladesh is currently something difficult, but not impossible. Because of this sector’s strengthened regulation it provides a major opportunity to enhance community health. This means the government has given priority to the informal sector, including Bangladesh retail drug shops. It is positive news for the country’s health-care sector. Here are the steps to opening a Pharmacy Business in Bangladesh in simple three steps:

  • A. Market Research & Analyze the Local Community’s Needs and draft a business Plan:

    This is not only the first and initial step for your pharmacy business in Bangladesh but also the most important one. When it’s done, you’ll need to build lasting relationships with drug wholesalers and other vendors. In the process, you also have to negotiate good rebates. Unless you are trying to choose the right place where a lot of traffic passes every day, the company will definitely be running in full swing. If you find it in the vicinity of a government or private hospital, this is the best place for a pharmacy company.

  • B. Obtaining Permission from the Bangladeshi Pharmacy Council for Pharmacy Business in Bangladesh:

    To conduct business as a pharmacist in Bangladesh, you must first obtain Shonod (Permission) from the Pharmacy Council of Bangladesh. You can receive the permission from the Bangladesh Pharmacy Council after completing a 6 month course.

  • C.Obtaining Permission from the Bangladeshi Pharmacy Council for Pharmacy Business in Bangladesh:


    Collect Form 7 from Drug Administration’s (DGDA) General Directorate. To apply for a drug license, fill out Form 7 and submit it to DGDA. The applicant must also send Bank Statement of License Fee payment to Treasury Chalan along with Form 7. Receiving the store deposit or photocopying the rent agreement. If you own the store, then the store’s Ownership Deed. An Angikarpotro by another Pharmacist approved.
    A copy of your Trade License – if you want to set up a pharmacy in a Bangladesh municipal area, you need to get a Trade License. For an idea of how to get a trade license in Bangladesh, please check out our article on “The complete process of obtaining Trade License” here.

  1. At first obtain the Bank statement
  2. And then, the Treasury Chalan of the License fee submission
  3. The receipt of the rent of the shop or photocopy of the rental agreement. If you own the shop, then the Deed of ownership of the shop.
  4. An Angikarpotro by another licensed pharmacist.
  5. A copy of your Trade License – if you want to set up the pharmacy in a municipal area of Bangladesh, then you must obtain Trade License. To have an idea on how to obtain trade license in Bangladesh, please have a look at our article on “Trade License Process and Cost”.
  6. A copy of the certificate of completion of the 6-month course by Bangladesh Pharmacy Council

 

 

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Standards for the establishment and operation of  Pharmacies in Bangladesh

Even after successfully creating the establishment/business the  Pharmacy owner must have these required coml;

In addition to these, every Pharmacy owner shall keep in mind while conducting pharmacy business in Bangladesh:

  • Ensure that the Pharmacy staff has the appropriate skills, qualifications, and competencies for their role and for the tasks they carry out.
  • Prominently display the Pharmacy accreditation certificate, dispenser registration certificate(s), and trade license.
  • Prominently display the name of the pharmacist—in-charge for the premises and his/her registration certificate in the professional service area.
  • Notify the DGDA in writing within 30 days after the Pharmacy permanently closes; in so doing, the authority shall inspect the inventory and provide advice for proper disposal of medicines and other products.
  • Notify the DGDA in writing within 30 days after the Pharmacy temporarily closes with the anticipated date of re-opening, which should also be publicly displayed in front of the Should a Model Pharmacy close for one year, it shall be considered a new applicant for accreditation.
  • Notify DGDA in writing within seven days for any change in approved personnel including when a notice for termination of contract with pharmacist-in-charge is issued.
  • Report any thefts or unexplained losses of drugs or records immediately to the nearest police station and to DGDA.

Premise requirement for  Pharmacy Business in Bangladesh

In regards to the Pharmacy Business in Bangladesh and premise of the Pharmacy, every Model Pharmacy premises must meet minimum requirements as follows:

  • Be a permanent structure that is not at risk from floods.
  • Have a roof and ceiling free from leakage.
  • Provide adequate seating for customers waiting for service.
  • Have surfaces/floors/walls with smooth finish that can be washed with disinfectants.
  • Assure good hygiene inside and outside the premises.
  • Have a source of potable water.
  • Have space with dimensions of at least 300 square feet and a ceiling height of at least 8
  • Have a source of electricity such as a direct connection to an electrical grid, generator, instant power supply, or solar panels.
  • Have a sink with running water dedicated to support hand hygiene practices.
  • Where a Model Pharmacy prepares extemporaneous products, the sink must have sufficient space for cleaning related equipment.
  • The sink should not be used for disposal of mop water and other liquid wastes.
  • The building must be constructed and maintained to minimize entry of animals, such as rodents and birds.

How ‘Tahmidur Rahman & CLP Associates’ helps the formation of any business in Bangladesh

The Barristers, Advocates, and lawyers at CLP in Gulshan, Dhaka, Bangladesh are highly experienced at assisting clients through the entire process relating to formation of pharmacy business in Bangladesh. For queries or legal assistance, please reach us at:

E-mail: [email protected]
Phone: +8801727983838
Address: House 39, Road 126 (3rd Floor) Islam Mansion, Gulshan 1, Dhaka.

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Signage Requirement for Pharmacies in Bangladesh

Pharmacies will have the following signage:

  • A sign board with the name of the outlet, registration number, address, and officially approved logo (brand) for a Model Pharmacy in accordance with DGDA’s Model Pharmacy branding guidelines.
  • A “NO SMOKING” sign conspicuously placed to prohibit smoking on the premises.
  • A sign indicating operating hours.
  • Upon closure or relocation, or loss of accreditation status, all signage indicating that the premises was a Model Pharmacy must be removed immediately.

 

Requirements in professional service area for Pharmacy Business in Bangladesh

 

  • The Model Pharmacy must have a clearly delineated and marked professional service area restricted to the provision of therapeutic goods and services.
  • The professional service area should be distinguishable from other areas of the Model Pharmacy; customers should readily be able to locate the dispensing area.
  • The area should be designed and located such that consumers are able to access the advice of the pharmacist or other qualified pharmaceutical personnel to assist in their safe and effective use of therapeutic goods.
  • The professional service area contains the dispensary, counselling area, prescription drop-off and collection points, and over-the-counter and prescription medicine storage areas. The professional service area must be free from information, products, and services that are not therapeutically related.
  • Non-therapeutic items (e.g., toiletries, cosmetics) should not be displayed for sale within the professional area.
  • No person other than a member of the Model Pharmacy staff is allowed behind the counter in the professional services area.
  • The dispensary must have a dispensing counter with a clean and smooth surface. (For Pharmacy Business in Bangladesh.)

 

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Frequently Asked Questions about Pharmacy Business in Bangladesh

In regards to opening a pharmacy business in Bangladesh, people also ask these questions frequently, hence this FAQ content block is dedicated to answering your questions.

Ask A Question

General Questions about Starting a Pharmacy business in Bangladesh

How can I get pharmacy license in Bangladesh?

The process is pretty easy! All you need to do is to complete a 6 months course from the Bangladesh Pharmacy Council.

How much does it cost to start a pharmacy in Bangladesh?

Only a fee of 3000 Taka must be paid through Treasury Chalan if the pharmacy is to be established in the municipality of Bangladesh. In the case of areas outside the municipal area, the fee will be 1500 Taka. The license must be renewed every two years.

Is pharmacy business profitable in Bangladesh?

Pharmacy business has emerged as one of the most profitable segments in the healthcare sector. Industry experts believe that Bangladesh will soon become one of the top ten countries in terms of individual medical expenditure. Medicine spending in Bangladesh is projected to increase by 10% over the next five years.

What is drug license in Bangladesh?

You need to get a drug license if you want to deal with medicine. This drug license is issued by the Department of Medicine Administration under the Ministry of Health and Family Planning. License fee is 3000 BDT inside the municipal area and outside the municipal area is BDT 1500.

How to apply for drug licence in bangladesh?

You need the following documetns for getting a drug license in Bangladesh:

  1. Bank statement.
  2. Treasury Chalan of the License fee submission.
  3. The receipt of the rent of the shop or photocopy of the rental agreement. …
  4. An Angikarpotro by another licensed pharmacist.

 

How to get GMP certificate License for drug?

Good manufacturing Practice (GMP) Certificate:

  1. An Application in Company Letter Head
  2. Manufacturing license of medicine
  3. Your company profile
How do pharmacies make their money in Bangladesh?

For each item sold, pharmacies shall be reimbursed at the agreed price as set out in the Drug Tariff. Buying profit is generated by ensuring that goods are purchased at a price lower than the price indicated. Bulk buying is one obvious way this can be done.

What Bangladesh Pharmacy Council?

Bangladesh Pharmacy council is the only regulatory body for controlling the pharmacist and the pharmacy education in Bangladesh as per the law of Bangladesh, The Pharmacy act 2013.

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Pharmacy Formation

CLP is considered one of the best law firm in Pharmacy formation in Bangladesh, and not only that in general it is considered as the best company law firm in Dhaka.

How to start a pharmacy seamlessly with Tahmidur Rahman CLP's help

The Barristers, Advocates, and lawyers at CLP in Gulshan, Dhaka, Bangladesh are highly experienced at assisting clients through the entire process relating to formation of pharmacy business in Bangladesh. For queries or legal assistance, please reach us at:

E-mail: [email protected]
Phone: +8801727983838
Address: House 39, Road 126 (3rd Floor) Islam Mansion, Gulshan 1, Dhaka.

.

How do I run a successful pharmacy in Bangladesh?

First and foremost decide a strategic location to open your pharmacy. To make your pharmacy successful, you need to get to know the industry and determine what your goals are.

  • Invest in well-manered and trained employees by the Bangladesh Pharmacy council.
  • Make a really good first impression.
  • Incorporate state-of-the-art technologies for the easy distribution of medicines.
  • Provide expcetional health service to people, in the end its is a noble profession.
What other services does Tahmidur Rahman (CLP) provide in Company formation?

The firm offers advice to domestic and foreign clients on matters related to general company and corporate enforcement, including but not limited to investment legislation, sectoral structures and regulatory matters / enforcement. Clients in this field of practice come from across industries, including but not limited to telecommunications, e-commerce, technology, ITES, electricity, healthcare, real estate, security, retail, pharmaceutical, education , infrastructure, media, automotive, etc.
The firm actively advises clients on trade related issues that directly affect foreign investment in Bangladesh. These issues growing include preferential market access for Bangladeshi businesses, position of technology, etc.

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