Procedures To Get Tax Exemption Certificate

by Barrister Tahmidur Rahman | Sep 2, 2023 | 2023, Finance Law, Law, Tax Law

Procedures To Get Tax Exemption Certificate in Bangladesh

A tax exemption is the reduction or elimination of a person’s obligation to pay a tax that would otherwise be imposed. The tax-exempt status may provide total tax exemption, a reduction in tax rates, or impose tax on only a portion of the item. The application for a tax exemption certificate must be submitted at the start of the income year.

Sample Tax Calculation:

Screenshot 2023 09 02 At 2.40.28 Pm — Procedures To Get Tax Exemption Certificate 5

There are two primary methods to reduce your tax liability:

By claiming deductions and credits
By applying for tax rebates

Screenshot 2023 09 02 At 2.44.05 Pm — Procedures To Get Tax Exemption Certificate 6

Required document for AIT exemption certificate.

· An application in prescribe format by NBR (National Board of Revenue)

· Forwarding letter regarding documents submission

· TIN Certificate.

· Trade License;

· Business Declaration Letter;

· Statement U/S 108 Submission Copy;

· Bank Statements;

· Latest Income Tax Certificate of the Company;

· Office Rent Agreement;

· Challan of TDS on Office Rent;

· Challans of TDS on Salary;

· Statement of Forecasted Sales;

· Sales Contract;

· Projected AIT Amount Certificate;

· Business Agreement with Foreign Customer;

· Previous Tax Exemption Certificate Copy;

· List of Employees;

· Latest Annual Audit Report Copy; and

· Last Year Actual AIT Amount Certificate

Screenshot 2023 09 02 At 2.43.44 Pm — Procedures To Get Tax Exemption Certificate 7

Application: A format prescribed by NBR.

This letter should include the names of the documents that must be submitted along with the documents attached.

Reference:

ITO 1984, Sixth Schedule

Any income derived from the following business of a resident or non-resident Bangladeshi for the period from July 1, 2008 to June 30, 2024, on the condition that the person/entity file an income tax return in accordance with the provisions of Section 75 of the ordinance.

Business Categories that are eligible to get Tax Exemption in Bangladesh:

1. Software Development
2. Software or application customization
3. Nationwide Telecommunication Transmission Network (NTTN)
4. Digital Content Development & management
5.Digital animation development
6. Website development
7. Website services
8. Web listing
9. IT Process outsourcing
10. Website hosting
11. Digital graphics design
12. Digital data entry and processing
13. Digital data analytics
14. Geographic Information Services
15. IT Support test lab services
16. Software test lab services
17. Call center services
18. Overseas medical transcription
19. Search engine optimization services
20 Document conversion, imaging and digital archiving
21 Robotics process outsourcing
22. Cyber Security services
23. Cloud service
24. System Integration
25. e-learning platform
26. e-book publications
27. Mobile application development
28. IT Freelancing

It should be emphasized that in order to be eligible for this exemption, the tax return must be filed on a regular basis. Furthermore, in order to be eligible for these benefits, the company may need to get BASIS membership and a tax exemption certificate from the appropriate tax office on an annual basis.

General tax breaks in Bangladesh

What general tax credits are available in your country/jurisdiction?

Assignees (both resident and non-resident Bangladeshis) can obtain investment tax credits by investing in government-designated areas.

Even if they become tax residents in Bangladesh, expatriates are not eligible for tax credits or investment allowances. In Bangladesh, double taxation treaties do not apply. Income earned or derived from the Bangladesh delegation is taxed.
The following is how the investment tax credit is calculated:

Screenshot 2023 09 02 At 2.38.47 Pm — Procedures To Get Tax Exemption Certificate 8

Registration of a Private Limited Company in Bangladesh in 2023 | 5 Simple Steps

by Barrister Remura Mahbub | Jan 24, 2022 | BIDA, Branch office, Business Formation, Business Law, Commercial, Company Law, Finance Law, Foreign Investment, Law, M&A, NGO Registration

Registration of a Private Limited Company in Bangladesh in 2023

Barrister Remura Mahbub
Senior Associate, The Law Firm in Bangladesh

24 Jan 2023

This article will explain in details about formation and registration of a Private Limited Company in Bangladesh.

It will focus on five easy steps: business name clearance, drafting required documents, opening a bank account, company registration with the RJSC, and post registration formalities.

Moreover, it will outline essential points for foreign investors and alternative ways to set up a company in Bangladesh.

Private Limited Company in Bangladesh

There are five ways of doing business in Bangladesh:

Public Limited Company
Private Limited company
Branch office
Liaison Office
Proprietorship
Partnership Business in Bangladesh

Registration of a Private Limited Company is the most common way of doing business as PLC is a typical legal entity for Bangladeshi businesses. As per the

Companies Act 1994 Private Limited Company has the following characteristics:

It restricts the ability to transfer shares [section 2(q)]
The minimum number of members is 2 (two) [s. 5]; the maximum number of members is 50 (fifty), excluding employees of the Company [s. 2(q)].
It must have at least two directors [s. 90 (2)]
It prohibits any public invitation to subscribe for the Company’s shares or debentures [s. 2(q)].

After completion of Registration of a Private Limited Company in Bangladesh, it can begin operations as soon as it is registered with The Registrar of Joint Stock Companies (RJSC), subject to obtaining the other licenses listed below in the post-registration section of this Report.

We will explain the whole thing in this article, but here is a table outlining the steps involved in forming a company in Bangladesh:

Step	Description
1	Choose a business name and register it with the Registrar of Joint Stock Companies and Firms (RJSC).
2	Obtain any necessary licenses or permits for your business.
3	Draft the memorandum and articles of association for your company.
4	Hold a meeting with the directors to adopt the memorandum and articles of association.
5	Submit the memorandum and articles of association, along with other required documents, to the RJSC for registration.
6	Pay the registration fees and obtain a certificate of incorporation from the RJSC.
7	Obtain a tax identification number (TIN) from the National Board of Revenue (NBR).
8	Register for any necessary taxes with the NBR.
9	Obtain any necessary approvals or permits from relevant government agencies.
10	Start operating your business.

Please note that this is a general overview of the process and may vary depending on the specific type of company you are forming and the nature of your business. It is advisable to seek legal and professional guidance to ensure that all necessary steps are taken and all necessary documents are properly completed and filed. Now let’s get into details!

Procedure for Registration of a Private Limited Company in Bangladesh

The 5 steps listed below correctly outlines the procedure for the registration of a Private Limited Company in Bangladesh.

Step 1: Business Name Clearance

The first step in forming a private limited company in Bangladesh is to fix a desired name for the company. Following the selection of a name, the applicant must apply for name clearance in order to obtain the name approval certificate RJSC.

The certificate is usually delivered within 1 to 2 days. Investors are required to pay RJSC the necessary fees for name clearance and verification.The government fee for name clearance is currently 230 BDT or around 3 USD.

Step 2: Drafting Required Documents

In order to form a Private Limited company in Bangladesh, a Memorandum of Association (MoA) and Articles of association (AoA) must be prepared by the company.

Drafting Memorandum of Association (MoA):

A limited company’s Memorandum of Association (MOA) states the company’s objectives, company’s authorized capital, and list of the shareholders along with their respective shareholdings.

However, it should be noted that in order to begin a banking, finance, school, or hospital business, prior approval from the relevant authority is required.

Drafting Articles of Association (AoA):

The AoA outlines all of the regulations that govern how a limited company operates. The AoA should include the number and list of directors, the board’s power, the Managing Director’s power, the meeting process, quorum, notice procedure, and the appointment of auditors.

It also specifies how the company’s bank account will be managed.

Step 3: Opening a Bank Account

To start a private limited company in Bangladesh, you will need to open a temporary bank account in the proposed company name with any scheduled bank in Bangladesh.

This stage is solely applicable if the proposed company has foreign shareholding. The following documents need to be filed to the respective banks in order to open the bank account:

Name Clearance
Draft copy of your MoA and AoA
Board Resolutions of the foreign company
Passports copies of the representative shareholders
bank account opening forms.

Foreign investors wanting to form a private limited company in Bangladesh must deposit the requisite paid-up capital into the company’s bank account.

The remitted funds will be held by the bank. The bank will produce an Encashment Certificate, which will be required by RJSC in order for the company to be incorporated.

This certificate states that the appropriate capital contribution has been duly deposited in the proposed company’s temporary bank account.

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Step 4: Company Registration with the RJSC

In order to register the private limited company in Bangladesh, all the required information and documents must be submitted to the RJSC. They are as follows:

Details of Directors (name, parents name, passport number, email ID, mobile number)
National Identification Number (if Bangladeshi national)
Tax Identification Number (if Bangladeshi national)
Limit of paid up capital and authorized capital
Photo of all shareholders (1 copy)
Address of the company
Signatories of the bank account

The registration fee and stamp duty must be paid in the RJSC’s designated bank.
The government fee will be calculated depending on the proposed company’s approved share capital.
A certificate of incorporation must be obtained from the RJSC after all processes have been completed successfully in order to register a private limited company in Bangladesh.

Step 5: Post-registration Formalities

After successful company formation, the last step in order to form a private limited company in Bangladesh is to acquire the following certificates/licenses:

(a) Trade License

The companies must obtain a trade license from the local authorities. The proposed Company must submit an application to the local City Corporation, together with all essential paperwork and payments.

The cost of getting a trade license is around USD 200, and it can be renewed annually. Three to four working days are typically required to receive it.

b) TIN (Tax Identification Number)

A private limited company in Bangladesh must obtain an E-TIN from the National Board of Revenue‘s (NBR) website, which can be done free of cost.

c) VAT Registration Certificate

The newly formed company must also obtain a VAT registration Certificate from the National Board of Revenue. This should take about 5-7 working days.

d) Fire Certificate

Bangladesh Fire Service and Civil Defense Authority will need to issue a fire certificate to the private limited company.

e) Environmental Clearance Certificate

A private limited company in Bangladesh must collect an environment clearance certificate from the Department of Environment if it intends to be involved in industrial activity.

Furthermore, each year, the company must submit to the RJSC the following documents:

Schedule X which is a list of shareholders and an annual summary of share capital.
Balance Sheet within 30 days of Annual General Meeting (AGM).
Profit and Loss Account within 30 days of AGM.
Form 23B which is a letter of approval from the auditor that must be provided within 30 days of the appointment date.

How To Form A Private Limited Company In Bangladesh_Best Corporate Law Firm In Dhaka

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Step by Step Process of forming a liaison office in Bangladesh

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Essential Information for Foreign Investors

Foreign investors need to keep the following things in mind when they plan to form a private limited company in Bangladesh:

The costs of registering a company are primarily determined by the company’s authorized capital. The average cost is between USD 1800.
Shelf companies are not permitted and must have a physical place of business in Bangladesh.
Bangladesh Forex Regulations allow for the full repatriation of profits and investments.
Foreign nationals may be employed at a 20:1 (local: expat) ratio, subject to obtaining the necessary work permit.
Except in a few restricted areas, 100 percent FDI investment is permitted.
Directors can be either foreign or domestic nationals.
The typical corporate income tax rate ranges from 25% to 45 percent, depending on the sector and nature of the company.
However, tax exemptions are available for selected sectors and areas for 5-7 years.
There are also additional tax exemptions for investing in Special Economic Zones.

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What are some alternative ways to set up a company in Bangladesh?

Branch Office:

A branch is not a separate incorporated entity, but rather an extension of its parent company. In other words, the parent company is liable for the liabilities of its branches.

With Bangladesh Investment Development Authority’s (BIDA) approval, a branch can engage in commercial activities. The Exchange Control Guidelines, on the other hand, strictly monitor its operation.
In Bangladesh, the average time to open a branch officis 45- 60 days.

Liason Office:

A liaison, also known as a representative office, is subject to BIDA approval similarly as a branch.

It must have an overseas parent company, and its activities are limited because it only serves as a communication or coordination instrument for Bangladesh’s business resources.

Also, keep in mind that a liaison office in Bangladesh cannot earn any local income. Through remittance, the parent company bears all of its expenses and operational cost. It also adheres to the general business registration procedure in Bangladesh.

How To Register A Private Limited Company In Bangladesh Infographics Remura Mahbub

“To start a private limited company in Bangladesh, you will need to open a temporary bank account in the proposed company name with any scheduled bank in Bangladesh.

This stage is solely applicable if the proposed company has foreign shareholding.”

-Barrister Remura Mahbub

Are you planning to register a private limited company in Bangladesh?

Company formation and registration at Tahmidur Rahman Remura: The Law Firm in Bangladesh:

The legal team of Tahmidur Rahman, The Law Firm in Bangladesh Remura: The Law Firm in Bangladesh are highly experienced in providing all kinds of services related to forming and registering a Private Limited Company in Bangladesh . For queries or legal assistance, please reach us at:

E-mail: [email protected]
Phone: +8801847220062 or +8801779127165

Address: House 410, Road 29, Mohakhali DOHS

FAQ

How much money is required for company registration in Bangladesh?

The governmental fees for registering a company are determined by the amount of authorized capital. Government fees for the issuance of an Incorporation Certificate shall be BDT 1000.

How long does it take to register a company in Bangladesh?

Once the aforementioned formalities have been completed, RJSC will usually issue the certificate of incorporation (Company registration certificate) within 6-8 working days.

It usually takes 2-3 weeks from the date of submission of all documents to RJSC to register a company.

What is BIDA?

Bangladesh Investment Development Authority (BIDA) is in charge of facilitating foreign investments in the country.

BIDA's responsibilities include issuing work permits for foreign employees, visas for foreign investors, processing loans from foreign sources, approving remittance of royalties and technical fees, assisting in the acquisition of industrial plots, facilitating utility connections, approving foreign loans, suppliers credit, and providing assistance and advice on a variety of investment-related issues.

Foreign investors with industrial projects are strongly advised to register with BIDA after forming their limited company. However, there is no requirement for a commercial or trading company to register with BIDA. The average time frame for obtaining registration is 7-10 working days.

What documents are needed to set up a private limited company in Bangladesh?

1. Memorandum of Association
2. Article of Association
3. Certificate of Incorporation
4. Trade License
5. TIN
6. VAT Registration Certificate
7. Name Clearance
8. Environmental Clearance Certificate
9. Fire Certificate

What is the minimum capital required for a private limited company in Bangladesh?

In Bangladesh, there is no minimum or maximum authorised capital for a local company.

However, for practical reasons and to obtain complete flexibility in terms of expatriation and bringing in foreign expatriates, a minimum of USD 50,000/- must be invested in the Company.

Can a single person start a company in Bangladesh?

Bangladesh does not allow a single person to open a private limited company or One Person Company (OPC).

A private limited company must have at least two shareholders. In the case of a public limited company, however, the total number of shareholders required is seven.

Can a private limited company have one director in Bangladesh?

A private limited company must have at least two directors. Local or foreign nationals may serve as directors.

Directors must be at least 18 years old and have never been bankrupt or convicted of a crime. A director is required by law to own the qualification shares specified in the Articles of Association.

What is the difference between authorised capital and paid-up capital?

- Authorised capital: The amount of authorised capital must be specified in the Memorandum of Association and Articles of Association. It is the maximum amount of share capital that a company may allocate to shareholders.

In Bangladesh, there is no minimum or maximum authorised capital for a local company. However, for practical reasons and to obtain complete flexibility in terms of expatriation and bringing in foreign expatriates, a minimum of USD 50000/- must be invested in the Company.

-Paid-Up Capital : The minimum paid-up capital for registering a Bangladeshi company is Taka 1 (for local companies) and USD 50000 (for foreign companies).

Infographics

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Video Tutorial

Author’s Bio

About Barrister Remura Mahbub | One of the most innovative young lawyers in Bangladesh

Barrister Remura Mahbub is a finance partner and one of the Bangladesh's market leading international lawyers. She is head of the firm's Mergers and Acquisitions practice, which advises corporates and financial institutions on outbound and inbound investments, projects and financings.

Meheruba has a diverse finance practice , representing large banks, financial sponsors, and corporations. She specializes in acquisition and structured financings, loan portfolio purchase and financing, real estate financings, and inbound and outbound transactions. She has extensive expertise in the energy and infrastructure industries.
Work highlights

Meheruba has acted on many high-profile Finance and Commercial deals in Bangladesh and India. These include advising:

⦾ Standard Chartered Bank on the sale of a portfolio of loans in Bangladesh, the first in a series of similar deals in Bangladesh as part of the government’s directive to banks to focus on the robustness of their balance sheets.

⦾ the lending and underwriting banks on the refinancing of US$6.9bn worth of debt uninsured by the Summit Group

⦾ Brookfield Property Partners on the acquisition and financing of Unitech’s real estate portfolio

⦾ Enron on the US$3bn Dhabol power project (since renamed Ratnagiri Gas and Power), the first ever inward investment into the power sector

⦾ the sponsor and borrowers on the Sakhalin LNG project, the world’s largest integrated oil and gas project and the largest LNG financing in Russia

Email: [email protected]

Address: 2 Turner Street, Canning Town, E16 1FH, United Kingdom

Gender: Female

Job Title: Barrister and Senior Associate

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How to take Foreign loans in Bangladesh in 2023 | How to effectively process Overseas Financing for Bangladeshi Companies | Pioneering Bangladesh

by Barrister Tahmidur Rahman | Jan 10, 2022 | Banking Law, BD Law, BIDA, Branch office, Business Law, Commercial, Company Law, Finance Law, Foreign Direct Investment, Foreign Investment, International Law, Law

How to take foreign loans in Bangladesh in 2023 | Step by step process of getting loan from foreign entities

11 Jan 2023

Best Advocate Lawyer Barrister In Bangladesh

Tahmidur Rahman, Director and Senior Associate

This post will explain in details about Overseas Financing & Foreign loans for Bangladeshi Companies- How to take foreign loans in Bangladesh in 2023 . Here in this post we explain the Procedure & Guidelines for the required approval of foreign loans by Bangladeshi Companies.

Find the subsections below, If you want to jump through specific sections instead of reading the whole article.

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Overseas Financing by Bangladeshi Companies

Over the last decade, obtaining a foreign loan by Bangladeshi entities or companies, have increasingly become a routine occurrence. Bangladeshi companies choose international loans for a variety of reasons, including lower interest rates and the ability to borrow a big sum from a single lender.

The Government of Bangladesh has been enabling foreign borrowing legally approved by the Scrutiny Committee in order to attract foreign investment in the private sector through simpler long-term financing of industrial projects at lower cost of funds and to relieve strain on foreign currency reserves.

How To Take Foreign Loans In Bangladesh 2023%20 Overseas Financing For Bangladeshi Companies The Most Complete Guideline For Foreign Loans Best Banking Law Firm In Bangladesh

Obtaining foreign Loans in Bangladesh in 2023

In 2023 , Short-term loans from parent corporations and shareholders are now available to foreign-owned service companies as operating capital. Overseas-owned enterprises operating in Bangladesh now have more flexibility in receiving foreign loans according to the Bangladesh Bank.

According to a notice released by the central bank’s Foreign Exchange Policy Department, foreign-owned service companies can now obtain short-term loans as working capital from their parent companies and shareholders for essential business needs (FEPD).

Previously, such loans were exclusively available to foreign-owned industrial businesses that participated in manufacturing. Such loans were not available to service or trading enterprises. However, service businesses can now take out such loans as well.

The central bank further stated that such a loan might be available in convertible foreign currencies for a maximum of six years from the start of manufacturing and/or service output operations, with the opportunity to renew or extend the term during that time. Borrowing businesses may pay interest at a maximum of 3% per year until additional instructions are issued, with all other relevant transaction directions remaining intact.

What are the usual requirements to borrow?

Though each foreign lender has its unique set of criteria, the following is a summary of some of the most frequent requirements that a company may be expected to meet before acquiring the foreign loan.

Borrower possesses the necessary licences and permits to operate its business.
The borrower’s business records are up to date.
Borrower is a firm that is conscious about the environment.
All industry standard certifications have been obtained by the borrower (e.g. ISO certification).
Borrower is a company that follows all labour laws.
The borrower or the project has proper insurance.

How To Take Foreign Loans In Bangladesh 2023 _ Overseas Financing For Bangladeshi Companies_ The Most Complete Guideline For Foreign Loans_ Best Corporate Law Firm In Dhaka

Step by Step requirements and all the possible documents that you may need

When the documents are issued, they will be thoroughly reviewed by the BIDA Inter-Ministerial Committee. When the committee is content with the verification then they may give the approval or can obtain additional documentation. Hence it is important to carefully prepare the papers.

The Company’s Board of Directors approval for the proposed foreign loan.
Copy of the most recent BIDA registration form, duly attested by a First Class Gazette officer;
Original copy of the parties’ Loan Agreement; (For the lender, a copy of the detailed repayment schedule; original copy of the grade period;)
CIB Inquiry Forms 1&2 duly completed, as well as an undertaking from its Sponsors or Directors;
Sponsors’ or directors’ credentials;
The company’s and its sponsors’ CIB certificates;
Record of previous foreign loans/deferred payments (if available);
Audited previous year’s balance sheet;
Utilization Certificate from nominated bank;
Latest company credit rating report;
Latest financial analysis
Updated feasibility report of the proposed project in detail;
Form-X, Form-XII and Form-XV from RJSC&F;
Certificate of Incorporation of commencement;
Memorandum & Articles of Association;
Proforma Invoice or Price Quotation (where applicable);
Original copy of the Bank Solvency Certificate;
Descriptive statement of the use of the loan;

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Criteria for foreign borrowing

Foreign lenders typically conduct extensive due diligence on the borrower. Financial due diligence is typically performed by the lender; however, for technical, environmental, and legal due diligence, the lender may hire external consultants. The borrower will be responsible for the costs of these consultants.

The lender may require the borrower to appoint a process agent in the country of its choosing, an auditor affiliated with an international auditing firm; and a compliance manager. The auditor and compliance manager may require a timely report to be submitted directly to the lender following disbursement.

Other Relevant Criterias for Foreign Loans

i. Debt-to-equity ratio: The debt-to-equity ratio based on anticipated borrowing should be kept to a bearable level. While relatively higher debt levels may be warranted for long gestation infrastructure projects, total debt including the proposed borrowing should not breach 70:30 debt equity ratio even for these projects;

ii. Liabilities to the Government: There should be absolutely no liability to the government, either in Taka or in foreclosed property.

iii. Status of implementation and utilization report of authorized foreign borrowing: On a semi-annual basis, the borrowing firm must submit to the BOI the status of implementation and utilization report of the approved loan in the specified format.

iv) If capital machinery and equipment to be bought: Quality, price, and economic life; The capital machinery and equipment to be procured with the proposed borrowing should either be brand new or, if refurbished, have a sufficient useful life as specified by the Government’s Import Policy Order.

v) Validity of the approval: The Scrutiny Committee’s approval of foreign borrowing is valid for 6 (six) months from the date of the BOI’s permission letter.

Vi) Common Terms:
a) The borrowing firm must follow Bangladesh Bank’s laws and regulations on the use and repayment of the loan, as well as the interest thereon.

What are the due dilligence you may expect from your foreign lenders?

Foreign lenders typically conduct extensive due diligence on the borrower. Financial due diligence is typically performed by the lender; however, for technical, environmental, and legal due diligence, the lender may hire external consultants. The borrower will be responsible for the costs of these consultants.

The lender may require the borrower to appoint a process agent in the country of its choosing, an auditor affiliated with an international auditing firm; and a compliance manager. The auditor and compliance manager may require a timely report to be submitted directly to the lender following disbursement.

How to get the BIDA Clearance for Foreign Loan in Bangladesh

After obtaining the prescribed application from BIDA, the applicant must submit the aforementioned documents, along with the applicable licence fee, to the Security Committee of Bangladesh Bank for review. If the committee grants clearance after reviewing the submitted documents, BIDA will grant the loan in accordance with their recommendation.

The official time limit for such a process will be entirely dependent on the Borrower for document collection and, to a lesser extent, on the Scrutiny Committee to conduct the meeting, and the fee schedule for approval will be tentatively between BDT 5k and BDT 100k depending on the amount of lending.

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Regulatory Permissions from Bangladesh Bank and Board of Investment (BOI).

Foreign loans with a term of less than a year require Bangladesh Bank’s prior authorization. The Board of Investment must authorize all other foreign loans (including supplier credits, financial loans from institutions or individuals, and debt issuance in international capital markets) (BOI).

Borrowers in special economic zones, such as the EPZs, are eligible for certain concessions (Export Processing Zone).

It normally takes three to six months for the BOI to approve the application. The loan must be applied for using a stipulated application form, which, along with accompanying documentation, must clearly state the loan’s purpose and planned usage by the borrower, as well as the repayment schedule with dates and amounts, and interest payment dates and amounts.

The following documents must be supplied with the application as supporting documentation:

The term sheet, facility agreement, and security documents are all part of the loan documentation. These may be submitted in draft form:
The borrower’s corporate documents, such as the memorandum and articles of association; resolutions of the borrower’s Board of Directors approving the foreign loan on the terms and conditions reflected in the loan documentation and the application;
If the loan is to be used to import any equipment, a pro-forma invoice for that equipment;
Report covering key financial and commercial matters in in respect of the loan and related project.

Foreign loans from Multilateral Development Banks

Each of the major Multilateral Development Banks, including the Asian Development Bank and the World Bank, has a Commercial Liaison Office run by the Commercial Service.

These financial organizations lend billions of dollars to initiatives in developing nations like Bangladesh that aim to boost economic growth and social development by decreasing poverty and inequality, increasing health and education, and expanding infrastructure development.

The Commercial Liaison Offices assist American firms in learning how to participate in bank-financed projects and lobby on their behalf.

General Questions that people ask about Foreign Loans in Bangladesh

Is it possible to receive international venture capital funding to launch a business in Bangladesh?

IFC and IDLC funding helped Chaldaal, a food e-commerce firm, raise US$ 5.5 million. This is a positive indicator since if the business thrives, additional financial institutions may be willing to invest in it. Sindabad, a B2B e-commerce, received US$ 4.2 million from Aavishkaar, an Indian Impact Fund. Handy Mama, C-work, Gaze, and Beatles are among the four start-ups that BD Venture has invested in. They joined other Angel Investors in a second round investment in Esoshikhi, an educational technology. The government has set aside Tk 1 billion in the budget for new business ventures. However, the specifics of how that cash will be used have yet to be determined. The cabinet recently approved the ICT Ministry's initiative to establish a venture capital business.

Can I take loan from foreign bank in Bangladesh?

A company can obtain a soft loan in one of two ways: automatically or through the government: The automatic method allows a borrower to get a loan from a foreign firm without first obtaining clearance from Bangladesh's Central Bank. The loan arrangement must, however, be recorded with the BIDA in this case.

How to determine the existing indebtedness structure and creditworthiness of the borrowing company?

(a) CIB report: A CIB report will be needed for all proposals to be processed. The CIB report will be collected by BOI from Bangladesh Bank.
(a) Bank certificate: Existing indebtedness structure and creditworthiness of the sponsors involved, duly confirmed by their bankers, will be required for foreign borrowing permission. The chosen bank will submit to BOI the required inquiry papers as well as an undertaking from the borrowing company's Sponsor Directors.

What are the funding programs for Bangladeshi Entrepreneurs?

Robi, a mobile telecom business, has overhauled its Accelerator program. They broadened the scope by allowing applications from anybody in Robi payroll. They expanded its coverage to include all of Bangladesh. They got almost 2200 applications, of which 56 were chosen for pitching. Finally, eight funds and incubation facilities were given. These programs were aired on television in order to raise awareness and encourage people about the notion of entrepreneurship. Grameenphone has renamed its Accelerator program GP Accelerator 2.0, which is divided into two parts: Pre-Accelerator and Accelerator. Pre-Accelerator is an 8-week program that provides training and coaching to assist verify their concept and get it to market. The accelerator is a 4.5-month program for teams with a Minimum Viable Product (MVP).

How to determine the Quality & Commercial viability of the project for Foreign Loan?

The following financial analyses are necessary to verify the quality/commercial viability of the project feasibility study;

a) The project's internal rate of return (IRR) b) The payback period c) The break-even point at what capacity and what time of year d) A sensitivity analysis in terms of IRR
d) Ratio of Debt Service Coverage (DSCR)

What are the challenges regarding overseas financing in Bangladesh?

Globally, governments that backed startups saw an increase in their GDP. In the fourth industrial revolution period, creativity and technology assistance are critical for competing in global marketplaces. As a result, startups should be at the top of everyone's priority list. It is a priority for our government, but it should be represented at all levels of policy making. Our entrepreneurs have difficulties in obtaining trade licenses, intellectual property rights, and other business licenses and permissions. Foreign investors are hesitant to invest in a company that lacks all necessary legal documentation. Foreign investors are likewise unconvinced about the ease with which they might abandon their investments. Regional centers such as Singapore and China have vast amounts of money to invest, yet we are unable to entice them to engage in our enterprises.

Can an individual from Bangladesh take loan in foreign currency?

Provided, however, that for sufficient reasons, the Central Bank may permit a person resident in Bangladesh to borrow or lend in foreign exchange from or to a person resident in or outside Bangladesh, and/or permit a person resident in Bangladesh to borrow or lend in BDT from or to a person resident outside Bangladesh.

Can a foreign director give loan to Bangladeshi company?

Yes, it is permitted. But bear in mind, a company cannot lend to a director without paying taxes, while a director can lend to a company.

How do I record a loan repayment?

When your company records a loan payment, you debit the loan account to remove the liability from your books and credit the cash account. Repayments on an amortized loan are made over time to meet interest expenditures and principle reduction.

What are the 3 classification of loans in Bangladesh?

A loan is a sum of money borrowed from a lender by an individual or a business. It is divided into three types: unsecured and secured loans, conventional loans, and open-end and closed-end loans. Before any money crosses hands, the beneficiary and the lender must agree on the conditions of the loan. In some situations, the lender may compel the borrower to put up an asset as collateral, which will be specified in the loan agreement. Individuals, businesses, and governments can all get loans. The major reason for taking one out is to obtain funds to increase one's total money supply. The lender earns money by charging interest and fees.

Company Law practice in TR Barristers in Bangladesh

The Barristers, Advocates, and lawyers at TRW Law chamber in Gulshan, Dhaka, Bangladesh are highly experienced at assisting clients in dealing with and registering branch offices in Bangladesh. For queries or legal assistance to set up a branch office in Bangladesh, please reach us at:

E-mail: [email protected]
Phone: +8801847220062 or +8801779127165 or +8801708080817
House 410 Road 29 Mohakhali DOHS

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

by Barrister Tahmidur Rahman | 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

Tahmidgoldenpicturebackground E1569742859700

Tahmidur Rahman
Director and Senior Associate, TR Barristers in Bangladesh

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.

Procedure Of Foreign Investment In Bangladesh.

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Branch office registration in Bangladesh

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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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Step by Step Process of Registering a Company 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; Tahmidur Rahman RemuraV and DCF), depending on the nature of the company in regards to the Procedure of foreign investment in Bangladesh.

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Share Transfer 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.

Foreign Investment In Bangladesh_Trends In Foreign Investment In Bangladesh

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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Immigration and Citizenship laws of Bangladesh

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Foreign Investment In Bangladesh_Entering The Bangladshi Market

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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Step by Step Process of Tax Submission in Bangladesh

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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.

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.

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 zones	www.beza.gov.bd	BEZA
Trade-related Information	https://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 Company	http://www.roc.gov.bd/	Office of the Registrar of Joint Stock Companies and Farm (RJSC)
VAT Registration	http://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.

Foreign Investment In Bangladesh_Best Law Firm For Investment Tahmidur Rahman

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.

“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).

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.

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Foreign Direct Investment in Bangladesh at TRW:

The Barristers, Advocates, and lawyers at TRW 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 TR Barristers in Bangladesh, 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:+8801847220062 or +8801779127165

House 410, Road 29, Mohakhali DOHS

FAQ

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?

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.

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.

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.

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.

Have a Different Question?

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Mergers and Acquisitions process | How to efficiently acquire in simple steps in 2023

by Barrister Tahmidur Rahman | Aug 30, 2020 | Banking Law, BD Law, Commercial, Company Law, Finance Law, International Law, Law, M&A, Mergers and Acquisitions

Mergers and Acquisitions in Bangladesh – Efficient steps in 2023 – M&A Process

Tahmidur Rahman
Director and Senior Associate, TR Barristers in Bangladesh

27 Dec 2019

Updated in Jan 9, 2023

Our clients profit from a leading global M&A practice that has worked on more M&A transactions than any other law firm over the last 2 years. In TR Barristers in Bangladesh, 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. This post explains in details about the mergers and acquisitions process in Bangladesh.

What are Mergers and Acquisitions?

Mergers and acquisitions ( M&A) refer to transactions which are combined in some way between two entities. While the use of mergers and acquisitions ( M&A) is synonymous, they come with different legal symbolic meanings. Two similar-size businesses unite in a merger to form a new corporate company.

On the other hand, an acquisition is when a larger enterprise acquires a smaller enterprise, thereby absorbing the smaller business. M&A transactions can be friendly or aggressive, depending on the board approval of the target firm. (Mergers and Acquisitions in Bangladesh)

Types of Mergers and Acquisitions (M&A) Transactions

1. Horizontal M&A

A horizontal merger occurs between two firms operating in related industries which may or may not be direct competitors.

2. Vertical M&A

A vertical merger takes place in the supply chain between a business and its supplier or a client. The business intends to shift up or down the supply chain, thus consolidating its role in the market.

3. Conglomerate M&A

This form of transaction is typically performed in different industries for purposes of diversification, and is between businesses.

Legal Framework of a Mergers and Acquisitions (M&A) Transactions in Bangladesh

Bangladesh does not have a specific or a single piece of legislation dealing solely with mergers and acquisitions. Instead there are various statutes and by-laws in Bangladesh that govern acquisitions and mergers.

The main laws are the Companies Act 1994, the Securities and Exchange Ordinance of 1969, the Bangladesh Securities and Exchange Commission Act of 1993, the Foreign Exchange Management Act of 1947, the Competition Act and the By-Laws rendered under those Statutes. Additionally , there are various rules that deal with particular aspects of mergers and acquisitions. For example,the Insurance Act 2010 for insurance companies and the Bangladesh Telecommunication Regulation Act 2001 for the telecommunication sector.

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Step by Step process for Mergers and Acquisitions in Bangladesh

While contemplating game changing strategic transactions, companies regularly seek Counsel Law Partners to plan, negotiate and close their deals. As an integrated team, the mergers and acquisitions lawyers from our law firm work through the broad spectrum of practice areas involved in strategic M&A transactions.

Our mergers and acquisitions lawyers are committed to attaining the ambitions of our clients and offering innovative ideas and industry-focused legal advice. And here are the conventional steps by steps procedure of a mergers and acquisitions in Bangladesh:

Step 1: Proposal of a Merger

Any company proposing to carry out merger first have to get suitable resolutions passed by their Board of Directors. By passing the resolution, the Board of Directors will agree in principle, to proceed in accordance with such resolution.

During the planning stage of the merger, key executives in both merging entities’ supply chain should create dedicated integration, project management office, and steering committee teams with specific job descriptions, meeting cadence, and coordinated deliverables and status updates templates.

A timely, detailed organizational viewpoint can be introduced into a phase of M&A integration where there is a collective participation of the supply chain leadership.

This partnership becomes possible at all levels of the organizations work together during the integration process; however, the position of the operations and production staff varies depending on the phase.

The resolution passed may be treated as Price-sensitive Information (i.e. the information if published is likely to materially affect the price of securities of the company).

Step 2: Negotiations

After producing some of the target company’s valuation models, the acquirer should have sufficient information to allow him to ensure a fair offer; once the initial offer has been made, the two companies will discuss terms in more detail

Step 3: Due-Dilligence for the Merger

To enable Bangladesh Bank to consider the effectiveness of merger, the transferee company have to seek prior approval to commence financial and legal due-diligence of itself and also of that company they are intending to merge with.

Due diligence is a systematic procedure that starts when the offer is accepted; due diligence seeks to validate or correct the acquirer ‘s estimation of the target company’s worth by conducting a thorough evaluation and examination of any aspect of the target company’s operations – its financial results, assets and liabilities, clients, human resources, etc.

In order to seek the approval for due diligence the transferee company need to submit certain documents.

Documents:

Credentials of the company (background, resources, net worth etc.) and
Information about the team of Lawyers, Financial Advisors, Chartered Accountants, Valuers etc. for conducting due-diligence of the asset and liability of both the companies.
The transferee company have to ensure that none of the team members engaged in due diligence are actively dealing in shares or have any conflict of interest with either of the companies intending to merge together.

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Share Transfer in Bangladesh

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Step 4: Disclosure and Confidentiality

a)Disclosure

Disclosure plans are an important part of any agreement involving merger or acquisition (M&A), and it is no exception in Mergers and Acquisitions in Bangladesh. The disclosure schedules include details provided by the acquisition agreement — typically a list of relevant contracts, intellectual property, employee records, and other specific matters, as well as exceptions or conditions to the selling company’s comprehensive representations and warranties in the acquisition agreement.

An incorrect or incomplete disclosure plan may result in the selling company or its stockholders being infringed by the purchase agreement and potentially serious liability. Whenever a person/company intends to own, acquire or control 10% or more voting shares in a company listed on any stock exchange in Bangladesh, there is a mandatory obligation of disclosure. Meaning, both the companies are under an obligation to disclose information about the companies among themselves.

b)Confidentiality

However, there is also an obligation of confidentiality as well. Upon obtaining approval from Bangladesh Bank for conducting due-diligence, the transferee company shall submit an undertaking to Bangladesh Bank.

Such an undertaking confirms that all information, in particular all non-public domain information and documents etc. shall be kept strictly confidential. In addition, such confidential information shall not be disclosed to any person or organization unless advised by Bangladesh Bank or legally required or required to comply with the regulatory requirements. However, this confidentiality requirement does not apply for the due diligence team.

In Mergers and Acquisitions in Bangladesh, it is to be noted that the members of the due-diligence team will also be bound under the aforesaid undertaking to keep the information, document etc. confidential. In addition, the due-diligence team shall not demand any information/observations made by Bangladesh Bank in relation to the affairs and the business of concerned companies from the transferee or transferor companies.

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Step 5: Due diligence report submission

Upon completion of the task of due diligence, the team will have to submit a copy of the report to Bangladesh Bank. (Mergers and Acquisitions in Bangladesh)

The due diligence report must include the following information:

Debts that are secured and unsecured and in the case of secured debts particulars of the securities and their value.
The value of the property and the assets of the transferor and the transferee company calculated.
The seller’s M&A counsel also should endeavor to limit disclosures to lists of documents or matters rather than descriptions of the contents of documents or matters (such as requiring a list of pending litigation rather than a description of each pending lawsuit); again, this approach lessens the work involved in preparing the disclosure schedules.
The liabilities of the transferor and the transferee companies.
In view of the above clauses, the financial impact of the merger proposal on the two companies and their creditors, shareholders and depositors.

Step 6: Shareholders’ and creditors’ consent

The next step would be to prepare a scheme of merger by the transferor or transferee companies based on the due diligence report. The Board of Directors of the respective companies will have to pass a resolution in this regard.

While passing the resolution the scheme shall be considered as so drawn and then, in accordance to the provisions of Companies Act -1994, hold meetings of their respective members to consider and approve, the concerned scheme.

If a majority in number representing three-fourth in value of members present in the meeting, either in person or by proxy, approve the scheme, the same shall be deemed to have the approval of the members.

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Step 7: Scheme Submission to Bangladesh Bank

Thereafter, an application will have to be submitted to Bangladesh bank by the transferee company. In addition to the application, a copy of the Scheme of merger/amalgamation, together with such other documents will have to be submitted.

Other documents include:

Name, address and occupation of the Directors of the transferee company as proposed to be reconstituted after the amalgamation
Details of the proposed Chief Executive Officer of the transferee company after the amalgamation.
Post-merger Branch Plan, Technology Plan, Human Resource Plan and proposal to address Corporate Governance issues.
Information relevant for consideration of the scheme and the swap ratio including the following:

Valuer Report explaining the method of valuation and the justification for it. If market value of shares has been considered in computation of swap ratio, the value so considered,
Last three years annual report of each of the companies,
Financial results, if any, published by companies covering the periods subsequent to the Annual reports
Significant anticipated changes in service and products.
Pro forma combined balance sheet of the transferee company as it will appear following the amalgamation,
Computation based on pro forma balance sheets of the following items:
Tier I Capital
Tier II Capital
Risk weighted assets
Gross and net Non-Performing Loans
Ratio of tier I capital to risk weighted assets
Ratio of tier II capital to risk weighted assets
Ratio of tier I capital to total assets
Ratio of total capital to risk weighted assets
Ratio of gross and net NPLs to advances.
Any other information or explanation as sought by Bangladesh Bank.

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Step by Step Process of Registering a Company in Bangladesh

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Here is a table outlining the process of mergers and acquisitions in Bangladesh:

Step	Description	Relevant Law	Figures
1. Pre-acquisition planning	The acquiring company conducts due diligence on the target company and develops a plan for the acquisition.	Companies Act 1994, Securities and Exchange Ordinance 1969, Bangladesh Competition Act 2010	The acquiring company may need to engage legal, financial, and other advisors to assist with the planning process. The cost of these services may be significant.
2. Negotiation and agreement	The acquiring and target companies negotiate and agree on the terms of the acquisition, including the purchase price and any conditions that must be met. These terms may be set out in a letter of intent or a term sheet.	Companies Act 1994, Securities and Exchange Ordinance 1969, Bangladesh Competition Act 2010, Contract Act 1872	The purchase price may be paid in cash, securities, or a combination of both. The terms of payment may be negotiated between the parties.
3. Regulatory approvals	The acquisition may need to be approved by regulatory bodies, such as the Bangladesh Securities and Exchange Commission (BSEC) and the Bangladesh Competition Commission (BCC).	Companies Act 1994, Securities and Exchange Ordinance 1969, Bangladesh Competition Act 2010	The BSEC may require the acquiring company to make a public announcement of the acquisition and provide certain information to the market. The BCC may need to review the acquisition to ensure it does not result in a substantial lessening of competition.
4. Shareholder approval	The acquisition must be approved by the shareholders of both the acquiring and target companies. This may require a vote at a general meeting of shareholders.	Companies Act 1994, Securities and Exchange Ordinance 1969, Bangladesh Companies Act 1994	The shareholders of the target company may be entitled to receive compensation for their shares in the form of cash, securities, or other assets. The amount of compensation may be determined by the purchase price negotiated between the parties.
5. Completion	The acquisition is completed and the target company becomes a subsidiary of the acquiring company.	Companies Act 1994, Securities and Exchange Ordinance 1969, Bangladesh Companies Act 1994	The target company’s assets and liabilities are transferred to the acquiring company, and the target company’s shares are cancelled. The acquiring company may also need to register the acquisition with the relevant authorities, such as the Registrar of Joint Stock Companies and Firms.
6. Integration	The acquiring company integrates the target company’s operations, including its employees, systems, and processes.	Companies Act 1994, Securities and Exchange Ordinance 1969, Bangladesh Labor Act 2006	The integration process may involve restructuring, cost-cutting measures, and other changes to the way the combined company does business

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Step 8: Draft Scheme Examination

After receiving the draft Scheme, Bangladesh Bank will satisfy itself that the Scheme as proposed by the transferee company can be implemented successfully. In deciding such, Bangladesh Bank will consider various factors through examination of the scheme. The factors that may be considered are the capital of the merged entity, valuation of assets and liabilities, the impact on the profitability etc.

Step 9: Assets and liabilities valuation

It is upon the merging companies to mutually agree the valuation of the assets. Bangladesh Bank does not generally interfere in this regard except where there are reasons to believe that the valuation is not fair and reasonable. If mutual agreement is not possible in relation to certain items then any of the parties to the merger can seek advice of Bangladesh Bank.

The Bangladesh Bank plays the role of a mediator and help resolve the differences. In case the mediation fails, the Bangladesh Bank will decide the value and the decision of the Bank in this regard shall be binding. The cost of obtaining such advice will be borne by the transferor company.

In a case where mutual agreement has not been possible in relation to certain items for example:

(a) valuation of a particular asset
(b) classification of any advance
(c) determination of any liability or any like issue, the bank / financial institution, shall highlight those areas and seek advice of Bangladesh Bank.

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Step 10: Transaction Price in Mergers and Acquisitions in Bangladesh

Again the transaction cost/price is a matter to be mutually agreed between the transferor and the transferee on the basis of fair valuation of assets and liabilities proposed to be transferred.

Parties have the option to fix the price at a premium or discount to valuation. However, Bangladesh Bank have a right to be satisfied that the mutually agreed price is fair and reasonable.

For this purpose, Bangladesh bank may ask for pricing rationale to examine the same and accept or suggest alteration. In order to do so Bangladesh bank will seek explanatory note on price mechanism along with supporting documents.

Step 11: Bangladesh Bank approval in Mergers and Acquisitions

At this stage, Bangladesh bank will approve the Scheme as proposed if two conditions are satisfied. It can be implemented:

to the benefit of the company and/or the financial system of the country and
the scheme is not detrimental to the interest of the depositors

Thereafter, Bangladesh Bank may give its approval to the said Scheme with or without such modifications as deemed necessary.

“For this purpose, Bangladesh bank may ask for pricing rationale to examine the same and accept or suggest alteration. In order to do so Bangladesh bank will seek explanatory note on price mechanism along with supporting documents.”

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Step 12: High court petition in regards to Mergers and Acquisitions in Bangladesh

After the scheme of merger/amalgamation has been permitted by Bangladesh Bank, the transferor and the transferee now must comply with other formalities required under the Companies Act 1994. As such they need to file an application before the High Court and submit the scheme for the merger/amalgamation.

In addition, the transferee company will mark a copy of the application as filed before the Court together with annexure, if any, to Bangladesh Bank and will keep the Bank informed from time to time as the progress in the matter.

If the company, after obtaining approval of the Scheme from the Bangladesh Bank, fails to take these steps within the next three months from the date of approval, the approval so granted lapses, unless otherwise extended on justifiable consideration.

The high court will hear the application for merger/amalgamation and considering the objections if any, raised by any of the stakeholders. As such, based on that the Court may with or without such modification as it deems fit approve the Scheme.

Step 13: File certified copy of High court order to RJSC

Frequently Asked Questions about Mergers and Acquisitions in bangladesh

In regards to Mergers and Acquisitions 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 Mergers and Acquisitions in bangladesh

What sort of Experience does Tahmidur Rahman & TRW have in regards to Mergers and Acquisitions in Bangladesh?

•Public company takeover bids and responses;

•Private company acquisitions and disposals;

•Joint ventures;

•Reorganisations including schemes of arrangement;

•Venture capital and private equity;

•Management buyouts; and

•Share buybacks and capital reductions

Is there any compulsory conversion from Private to Public companies in Bangladesh

According to the Bangladesh Regulation, a private company has to turn itself into a public company when due to an acquisition in the form of either an issue of new shares or some other restructuring of a private company’s paid-up capital is going beyond BDT 40 crore (unlisted, with seven shareholders).

If the paid-up capital of the company goes beyond BDT 50 crore, the company must then, by public offering, list itself on the stock exchange.

However, the Bangladesh Securities and Exchange Commission can decide, by stipulating an exemption period, to waive this requirement. In addition, for joint ventures and 100 percent foreign-owned firms, these provisions have now been exempted.

Are there any restrictions of share transfer in Bangladesh?

Shares are freely transferable in a private or public company in Bangladesh. However, by its articles of association, any transfer of shares by a shareholder in a private limited company may be prohibited. It must comply with the company’s articles of association in order for any transfer of shares to be legitimate.

Transfers can be refused by the board of directors of a public corporation only on restricted grounds, citing ‘sufficient cause,’ which has also been interpreted by the courts as implying non-compliance with legal requirements. It is also prevalent for private companies to include in their charters the pre-emption privileges given to shareholders.

Is foreign ownership of companies allowed in Bangladesh?

While Bangladesh has a controlled marketplace economy, foreign ownership, with the exception of certain licensed sectors such as freight forwarding, logistics, banking and insurance, is permitted in almost all sectors. In order to allow licenses to operate in sectors after incorporation, the limited sectors have a maximum foreign shareholding threshold.

Furthermore, there are a variety of other industries in which both local and international investors monitor private investment.

How to acquire a public company by acquisition of shares in Bangladesh?

An acquisition of shares may take place either through subscribing to a company’s future earnings growth or through buying existing equity from another shareholder in the venture. For mergers and acquisitions, by filing its most recent annual report, the company must keep up to date. Any transfer of shares must be registered at the Joint Stock Companies Registrar’s Office. (In 2019, the previous requirement to receive approval from the Bangladesh Security Exchange Commission for the issue of shares resulting in a particular threshold being crossed by the paid-up capital of non-listed companies was abolished.)

How amalgamation of companies work through a High court order in Bangladesh?

Following a court order, the target entity merges into the purchasing entity and the target is then disbanded. Both of the target company’s assets and liabilities vest in the buyer. Purchase compensation is paid to the owners of the target company by the purchaser, either by allocating shares or by paying cash for the value of their shares. Mergers under the head of amalgamations are primarily regulated by the Companies Act 1994. Such amalgamations are expected to be approved by the High Courts of Bangladesh. Following the approval of the amalgamation by the court and upon approval by at least 75% of the shareholders, the transferee may offer 21 days’ notice to acquire the shares. The transferee company can acquire the shares unless the opposing shareholders have otherwise applied to the court within 30 days of receipt of the notice. A appeal to the appropriate High Court for orders to convene meetings of shareholders and creditors to obtain their approval must be made for a merger. A majority representing 75 percent of the value of the shareholders and creditors present and voting at the meetings must approve the scheme. A petition must subsequently be filed with the High Courts requesting approval of the scheme.

What is the process of demerger in Bangladesh?

The object of this arrangement is to prevent tax inefficiencies resulting from a slump in revenue or an itemized selling of assets. Under a court order, the target company’s undertaking or division is de-merged from the target and then passed to the buyer. All of the undertaking’s assets and liabilities then vest in the buyer. The target company’s shareholders are either given shares in the purchaser or paid in cash. The target organization, unlike a merger, will continue to exist. It is important to follow the same procedure as with a merger.

How slump sale works in M&A of Bangladesh?

A slump selling is the sale of an undertaking for tax purposes, or, more generally, the sale of an undertaking as a continuing concern, where the undertaking of the target undertaking is sold through a court-sanctioned scheme along with its assets and liabilities.

As compared to assigning values to individual properties, the contract can contain the obligation to pay consideration in the form of a lump sum. However, if connected to liabilities, such a transaction will also require approval from the High Court’s original corporate jurisdiction.

How acquisition of assets is done in Bangladesh?

The Sale of Goods Act 1930 regulates purchases of movables. The Companies Act describes shares and debentures as movable assets and sets out the transfer process for them. Immovable property acquisitions are limited by the Transfer of Property Act 1882.

The different aspects of the sale are protected by these laws, such as the pre-requisites for legal transactions, the rights and responsibilities of the seller and the buyer, the implied conditions and assurances, the transfer of title and the danger of the properties.
The cost of transactions plays an important role in structuring the way assets are obtained and the recording of asset transfers. These expenses include stamp duty and taxes such as income tax and capital gains. No registration is required for the selling of movable assets, but the sale of immovable assets must be registered with the Office of the Sub-Registrar.

Joint Ventures in M&A of Bangladesh

Where a wholly owned company is not the preferred choice for an investor, a joint venture could be conducted for a foreign entity seeking to reach those industries with foreign equity ceilings, for example, as a joint venture (for example, aviation, pharmaceuticals, and garment manufacturing).
In other industries, considerations such as the pre-established marketing and distribution chain of the local partner and the availability of human capital play an important role in opting for a joint venture from a new entrant’s perspective.

The acquisition of a stake after the commissioning of the project helps to prevent multiple construction issues and risks in major projects requiring a lengthy and sometimes arduous development process.

Why we are considered as one of the best M&A law firms in Bangladesh?

At Tahmidur Rahman & TRW, we combine our transactional skills with specialist experience across a number of fields to advise our clients on M&A transactions, including employment, tax benefits, financial services, regulatory services, real estate, intellectual property and business. Given the often rapid speed of transactions, we appreciate the need to provide expert advice efficiently and expeditiously.

Our sector teams work closely with our transaction lawyers to offer a streamlined service to clients. Good knowledge of the market, gained from many years of working with clients across our industries, enables us to bring a strategic approach to our work and a comprehensive understanding of the issues of the industry.

How many types of Mergers are there?

There are three types of Mergers in Bangladesh.

The three main types of mergers are horizontal mergers that increase market share, vertical mergers that exploit existing synergies and concentric mergers that expand the product offering.

Why sometimes Mergers fail?

•Mislead Investment Value – Investments on assets may look good on paper, but they may not be revenue-generating areas after the deal has been concluded.

•Lack of clarity in the integration process – post-merger, disintegration of factors such as key employees, processes, major projects, policies, etc., leading to failure in the implementation process.

•Mismatch in culture – If the M&A agreement fails to develop a strong strategy focused on the difference in the cultural aspects of the two companies, a low productivity of the employees of both companies is observed.

What happens to the Stocks after the Merger?

Companies in stock-for-stock mergers agree to exchange shares on the basis of a fixed ratio. For example, if companies X and Y agree to a 1-for-2 share merger, Y shareholders will receive one X share for each of the two shares they currently hold. Y shares will cease trading and the number of outstanding X shares will increase after the merger has been completed. The post-merger X share price will depend on the market assessment of future earnings prospects for the new entity.

What is a reverse Merger?

A reverse merger occurs when a public company — usually a shell company with limited operations — acquires a private company that secures access to capital markets without having to go through an expensive initial public offering process.
Shareholders and managers of the acquired company exchange their shares for a controlling interest in the public company, hence the terms “reverse merger” or “reverse acquisition.”

What happens to the Cash-for stock after the Merger?

In the case of cash mergers or acquisitions, the acquiring company agrees to pay a certain dollar amount for each share of the shares of the target company. The target’s share price would rise to reflect the takeover bid. For example, if Company X agrees to pay 100 BDT for each share of Company Y, the share price of Y would increase to about 100 BDT to reflect the offer.

The price could rise even further if additional companies were interested in acquiring Y. However, the price of the X share could initially fall if investors are unconvinced about the strategic value of the merger. After the companies merge, Y shareholders will receive 100 BDT for each share they hold and Y shares will cease trading.

How long does a Mergers and Acquisitions normally take in Bangladesh?

Mergers and Acquisitions may take a long time to market, negotiate and close. Most mergers and acquisitions can take a long time from start-up to completion; a period of 3 to 6 months is not unusual.

What are the advantages of doing Mergers and Acquisitions?

1. Mergers and acquisitions can come with various tax advantages

2. New possibilities offered by a new market

3. Obtaining easier access to a skilled labor force

4. You can diversify your portfolio

5. Buying or merging with another company is usually cheaper

6. Better access to a larger market

7. Mergers and acquisitions can mean greater financial power and more influence

What is the largest Mergers and Acquisitions deal in the history?

Vodafone and Mannesmann. This merger, which took place in 2000, was worth over $180 billion and is the largest merger and acquisition deal in history.

What Tahmidur Rahman & TRW Lawyers will do in a M&A?

•Negotiate and draft agreements – this will be done in conjunction with the client, the business that is being purchased or sold, other consultants and any financial institutions.

•Carry out due diligence – this is an investigation to verify the accuracy of the information passed from the seller to the purchaser. It sets out the financial strength of the company; the complete ownership of all assets; whether there are outstanding debts or other claims against the company; any environmental or other liabilities that could reduce the value of the business in the future.

• Arrange financing – this could come from banks or other types of investors; they would like to have some kind of investment security. e.g. participation in the shareholding, taking out a mortgage over property or other collateral.

•Gather all parties to complete the transaction, ensuring that all assets have been properly covered by written documents that are properly signed and documented. Company law requires decisions to be taken at properly convened board meetings and recorded in written resolutions.
• Finalize all registrations and procedures after completion.

How are Mergers Financed?

Mergers do get generally financed by Exchanging stocks. This is the most common way to fund a merger or acquisition. If a company wishes to acquire or merge with another company, it must be assumed that the company has a large stock and a solid balance sheet. Here, the buyer will receive more stock from the seller than if they had paid in cash.

Mergers and Acquisitions in Bangladesh, M&A at TRW:

The Barristers, Advocates, and lawyers at TRW in Gulshan, Dhaka, Bangladesh are highly experienced at dealing with Mergers and Acquisitions, In TR Barristers in Bangladesh, 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 troubles. For queries or legal assistance, please reach us at:

E-mail:[email protected]
Phone:+8801847220062 or +8801779127165

House 410, Road 29, Mohakhali DOHS

Have a Different Question?

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Business Visas in Bangladesh | Types, Eligibility and Requirements and how to get them | Immigration Law Firm in Dhaka, Bangladesh

by Barrister Tahmidur Rahman | Jan 7, 2020 | Finance Law, Immigration Law, Investment Law, jurisprudence, Visa

Bangladesh Business Law – Top Commercial Law Firm in Dhaka Bangladesh

Business Visa in Bangladesh | Types and Requirements

Tahmidur Rahman, Managing Partner

8 jan 2020

Find the subsections below, If you want to jump through specific sections instead of reading the whole article.

Visa Application Process In Bangladesh_Best Immigration Law Firm In Bangladesh

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Feel free to call us at : +8801847220062 or +8801779127165

Do you need to know the requirements of obtaining a business visa in Bangladesh? This post in details will explain various kinds of Business visas in Bangladesh.

Business Visa in Bangladesh

Business visa is valid for six months in Bangladesh and as it is a multi-entry visa. From up to three to five (3-5) years, you can extend your business visa to Bangladesh.

You don’t get a business visa to work in Bangladesh. If you’re going to get a job, you need a work permit.

Nevertheless, you can use your business visa to carry out activities such as:

Meeting your (potential) business partners or government officials
Visit different business sites
Conducting feasibility studies and market research
Meeting with employees
Establishing a company in Bangladesh

“Tahmidur Rahman|TRW is Considered as one of the leading firms in Business Law in Dhaka, Bangladesh”

Carpe Noctem Bangladesh

Obtaining process of a visa in Bangladesh

Bangladesh offers various types of visas to foreign nationals who want to use the current investment and work opportunities provided by the Bangladesh government. Visa from any foreign country is relatively easy to obtain, but there are no clear guidelines and the procedure of diplomatic missions in Bangladesh varies from mission to mission.

A visa to be obtained from the Bangladeshi diplomatic mission in the country of the visa applicant will be required for business visitors to Bangladesh. Depending on the political climate and other domestic issues, visa availability varies. It is generally recommended to obtain a visa before arrival in your home country.

General Requirement of visa (There will be additional requirement based on the type of visas)

Filled-in application form
Photographs (Size: 37mmX37mm and recent one): 02 copies
Valid passport and
Payment receipt of visa fee

Types of Visas:

Here are the Visa Classifications in details:

Business Visas in Bangladesh

Business visa is usually approved for business people who want to make use of the possibility of doing business in Bangladesh. For example, meeting various business people and government officials to make investments in Bangladesh, visiting factories and workers, testing legal barriers, contacting various staff to discuss possible business strategy in Bangladesh. However, the purpose of such a visit should be limited to the type of activities mentioned above and the person with business visa is not permitted to do any kind of business without the permission of the relevant authority (e.g. BIDA, BEPZA) or to engage in any kind of work without work permit.

Eligible individuals: entrepreneurs or their members.
Authorised length of stay: In general, B visa is granted with a fixed length of stay in each entry for a period of 3 to 6 months. The applicant must indicate the intent of the visa and how long the applicant wishes to stay in the application form in Bangladesh.
Indicative list of required documents: Endorsement from recognised chambers of commerce or local sponsor’s endorsement in Bangladesh and declaration of good standing / business credentials.

Employment Visa in Bangladesh

A Bangladesh employment permit enables its holder to work and be employed in the country. It is a multi-entry visa and is valid for three (3) months in the beginning. Therefore, once it loses its value, you can also expand it. Note, however, that the period of validity depends on the duration of the contract of employment. The Department of Immigration and Passports will subsequently extend the validity of a multi-travel facility visa for a maximum period of 1 (one) to 2 (two) years at a time, based on the receipt of a work permit for employees, airlines, banks and insurance companies and on the recommendation of Bangladesh’s sponsors.

Eligible persons:

(A) Govt-employed experts / consultants / employees. /Half Govt. Organization, organisations that are independent and similar.

(B) Local and Foreign Govt./Private, Industrial / Trading Organizations and Liaison Office, Branch Office employees and employees.

Authorized duration of stay: The relevant Bangladesh Mission initially issues visa for a maximum period of 3 (three) months subject to submission of papers/documents in support of the appointment with application.

Indicative list of required documents: Letter of Appointment and Letter of recommendation from the concerned Ministry in Bangladesh / Bangladesh Investment Development Authority (BIDA) / Bangladesh Export Processing Zones Authority (BEPZA)

Investment Visas in Bangladesh

The primary purpose of the Bangladesh investment visa is to allow the holder to attend business meetings and keep them. But these meetings will, of course, be linked to their domestic investments.

The initial duration of this visa is one (1) year with a maximum of three (3) months per year, which means that every three (3) months the investor has to leave and re-enter Bangladesh. The visa may be extended up to five (5) years if the investor decides to continue investing in Bangladesh.

Note that a letter of recommendation is required for this visa. It can be from either a local or a Bangladesh sponsor from abroad. Another prerequisite is that you need a BEPZA or BOI certificate to prove you have a Bangladesh investment.

In general, seven (7) working days are the process time for this visa. You must seek a visa from a foreign embassy in Bangladesh.

Recall also that the investment visa does not allow employment to be taken up. Therefore, if you are planning to be employed in Bangladesh by a corporation, you must also obtain a work permit.

FE VISA in Bangladesh

Eligible Individuals: spouse and other dependent members of the Principal Visa group E.

Authorized period of stay: the same length of stay as the Principal visa trip in the E category.

Indicative list of required documents: Relevant documents e.g. birth/ marriage certificates / letter from recommending authority

“Visa from any foreign country is relatively easy to obtain, but there are no clear guidelines and the procedure of diplomatic missions in Bangladesh varies from mission to mission.”

Visa on Arrival in Bangladesh:

Eligible people: HSIA may also apply for VOA from foreign investors and business persons. VOA may not be qualified for by all nationals. The issuance of this visa is the Bangladeshi immigration officer’s sole discretion.

Permitted length of stay: 30 days.

Required document indicative list:

a. The candidate for the LP / VOA must have a return ticket together with

b. Letter or identity certificate from various associations of export-oriented commercial / industrial organizations (i.e.–FBCCI / BGMEA) in their letterhead specifying the relationship between the claimant and the organization and the length of the relationship.

c. The VOA applicant must have US $500 or equivalent foreign currency endorsed in his/her passport, credit card, debit card, travellers’ cheque or in cash.

Visa Application Process Top Law Firm In Dhaka Tahmidur Rahman

➤ E1 Visa in Bangladesh –

Authorized length of stay: E1 visa is granted by the Embassy of the People’s Republic of Bangladesh of the country concerned for a maximum period of 6 (six) months, subject to the presentation of papers / documents in support of the appointment.

Eligible persons: Persons visiting equipment and software / project supervision supply / installation / maintenance etc. Indicative list of required documents: invitation from the local sponsor, copy of the agreement, recommendation from the Bangladesh Investment Development Authority (BIDA)/Bangladesh Export Processing Zones Authority (BEPZA)/department / agency.

➤ PI Visa in Bangladesh:

Eligible Persons: Investors in existing / new / under construction / new industrial / commercial entity in the private sector under a joint venture or a 100% foreign-owned company Authorized length of stay: PI visas shall be issued at the first application for a period of 3 months, if applied with the relevant documents.

Authorized duration of stay: PI visas are issued for a period of 3 months at the first application, if applied with relevant documents.

Indicative list of required documents: Certificate / Letter of BIDA / BEPZA (if applicable) certifying that the applicant is a genuine investor

➤ A3 Visa in Bangladesh-

Eligible Persons: Experts / advisers / officials / staff members / labors working in any project under the bilateral / multilateral agreement between Bangladesh government

and development partner agencies

Authorized duration of stay: The concerned Bangladesh Mission grant A3 visa for a maximum period of 3 (three) months subject to submission of appointment letter upon application.

Indicative list of required documents:

1. Recommendation from concerned Ministry / ERD / Govt. Organization and copy of agreement.

2. Security clearance from Ministry of Home Affairs.

➤FPI Visa in Bangladesh

Eligible Persons: Spouse and dependent members of the Principal travelling on PI category visa

Authorized duration of stay: same duration as Principal travelling on PI category visa.

Indicative list of required documents: Relevant documents e.g. birth/ marriage certificate / letter from recommending authority

➤FA3 Visa in Bangladesh:

Eligible Persons: Spouse and other dependent family members of A3 visa holders.

Authorized duration of stay: same duration as Principal traveling on A3 category visa.

Indicative list of required documents:

1. Recommendation from concerned Ministry / ERD / Govt. Organization/copy of agreement/MOU etc. with GOB.

2. Police Verification Report

➤ J visa in Bangladesh

Eligible Persons: Journalists of newspapers / magazines / TV or radio networks / news agencies / representatives of print, electronic or satellite media / freelance journalists etc.

Authorized duration of stay: usually 3 years

Indicative list of required documents: A clearance from the Ministry of Foreign Affairs ‘ External Publicity Wing is required for the issuance of J category visa. Usually it takes 21 days to process after the application has been submitted. The applicant must also apply, together with the visa application form, duly filled in FF-I and FF-II forms.

Visa Requirement In Bangladesh Law Firm In Dhaka

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Procedures To Get Tax Exemption Certificate in Bangladesh

Sample Tax Calculation:

There are two primary methods to reduce your tax liability:

Required document for AIT exemption certificate.

Application: A format prescribed by NBR.

Reference:

Business Categories that are eligible to get Tax Exemption in Bangladesh:

General tax breaks in Bangladesh

What general tax credits are available in your country/jurisdiction?

Registration of a Private Limited Company in Bangladesh in 2023

Private Limited Company in Bangladesh

Procedure for Registration of a Private Limited Company in Bangladesh

Step 1: Business Name Clearance

Step 2: Drafting Required Documents

Drafting Articles of Association (AoA):

Step 3: Opening a Bank Account

Step 4: Company Registration with the RJSC

Step 5: Post-registration Formalities

If you want to open a liaison office in Bangladesh or about branch formation click here!

Essential Information for Foreign Investors

If you want to know everything about Charitable Trust in Bangladesh

What are some alternative ways to set up a company in Bangladesh?

Branch Office:

Are you planning to register a private limited company in Bangladesh?

How much money is required for company registration in Bangladesh?

How long does it take to register a company in Bangladesh?

What is BIDA?

What documents are needed to set up a private limited company in Bangladesh?

What is the minimum capital required for a private limited company in Bangladesh?

Can a single person start a company in Bangladesh?

Can a private limited company have one director in Bangladesh?

What is the difference between authorised capital and paid-up capital?

About Barrister Remura Mahbub | One of the most innovative young lawyers in Bangladesh

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How to take foreign loans in Bangladesh in 2023 | Step by step process of getting loan from foreign entities

Table of Contents

Overseas Financing by Bangladeshi Companies

Obtaining foreign Loans in Bangladesh in 2023

What are the usual requirements to borrow?

Step by Step requirements and all the possible documents that you may need

Criteria for foreign borrowing

Other Relevant Criterias for Foreign Loans

ii. Liabilities to the Government: There should be absolutely no liability to the government, either in Taka or in foreclosed property.

What are the due dilligence you may expect from your foreign lenders?

How to get the BIDA Clearance for Foreign Loan in Bangladesh

How to get a Trade License in Bangladesh?

Regulatory Permissions from Bangladesh Bank and Board of Investment (BOI).

Foreign loans from Multilateral Development Banks

General Questions that people ask about Foreign Loans in Bangladesh

Is it possible to receive international venture capital funding to launch a business in Bangladesh?

Can I take loan from foreign bank in Bangladesh?

How to determine the existing indebtedness structure and creditworthiness of the borrowing company?

What are the funding programs for Bangladeshi Entrepreneurs?

How to determine the Quality & Commercial viability of the project for Foreign Loan?

What are the challenges regarding overseas financing in Bangladesh?

Can an individual from Bangladesh take loan in foreign currency?

Can a foreign director give loan to Bangladeshi company?

How do I record a loan repayment?

What are the 3 classification of loans in Bangladesh?

Company Law practice in TR Barristers in Bangladesh

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

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

Investment Structures in Bangladesh and Procedure of foreign investment in Bangladesh

1. Foreign Direct Investment in Bangladesh

2. Wholly owned subsidiaries in Bangladesh

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

If you want to know everything about Branch office registration in Bangladesh!

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

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

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

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

If you want to know everything about Share Transfer process in Bangladesh!

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

Laws for the Protection of Foreign Investment in Bangladesh

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

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

If you want to know more in details about Visa obtaining process in Bangladesh

Incentives offered to Foreign Investors in Bangladesh

Investing in the Stock market in Bangladesh

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