Trademark Registration in Bangladesh

Trademark Registration in Bangladesh

by | Oct 29, 2020 | BD Law, Intellectual Property, IT Law, Law, Trademark

Trademark Registration in Bangladesh | The complete procedure, how to apply, cost and filling requirement in 2020 | Trademark Fee, Trademark Application

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Tahmidur Rahman, Senior Associate, Counsels Law Partners

2 Oct 2019

This post will explain in details about Trademark Registration in Bangladesh | The complete procedure, how to apply, cost and filling requirement in 2020. | Everything about Trademark registraion and filing in  Bangladesh that you need to know and be aware of.

Table of Contents

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Trademark Filling Trademark Registration In Bangladesh
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What is a Trademark?

Usually, a trademark is a name, term, sentence, logo, emblem, style, illustration, or a combination of these elements. There are also a variety of non-conventional trademarks composed of trademarks, such as those based on colour, scent or sound, that do not fit within these traditional categories. In order to prevent the unauthorized use of that trademark, the owner of a registered trademark may initiate legal proceedings for trademark infringement.

Trademark Registration in Bangladesh, however, should not be deemed as absolutely necessary. A common law trademark owner can also file a lawsuit, but an unregistered trademark can only be protected in the geographical area for which it has been used or in the geographical areas to which it may fairly be assumed to extend.

The term trademark is also used informally to refer to any distinguishing attribute, such as the well-known features of celebrities, by which an individual is easily identified. If a trademark is used for services rather than goods, it may also be referred to as a service mark.

A trademark is a distinctive symbol or indicator used by a person, a commercial company or some other legal body to assist customers in the recognition of the origin of their goods or services for which the trademark occurs and to differentiate their goods or services from those of other individuals.

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How to Apply for a Trademark in Bangladesh

Any individual claiming to be the proprietor of a trade mark can apply for registration of the mark with the Registrar. Both natives and foreigners have equal rights in this respect, but a local agent must represent a foreign claimant.

Trademark application in Bangladesh can be filed in two categories:

(1) Ordinary Applications
(2) Convention Application (claiming priority from a convention country)

Priority or conventional trademark applications in Bangladesh

Priority trademark applications in Bangladesh should be submitted within 6 months of the date on which the claim was made in the country of the convention.

Multi-class trademark application in Bangladesh 

In Bangladesh, a trademark application can be filed in the manner prescribed for a single class only with the Registrar of Trademarks and with an application number. In Bangladesh, multi-class patent applications can not be submitted. Application for a Trademark or Preference Trademark A submission from a convention country requesting preference can also be lodged in Bangladesh within 6 months of the priority date.

 

How to file an application for a trademark in Bangladesh with simple 8 steps

The foregoing shall be used in an order to register a trademark;

1. Name and full address of the applicant:

If the applicant is a corporation, the name and title of the signatory (such as director, chairman) shall also be sought.

2. Applicant status

Applicant status whether the applicant is Merchandisers / Productors / Service Providers or both.

3. Mark / Logo / Device prints:

Mark / Logo / Device prints and describes whether it is a word mark or a device mark or a merged mark.

4. Goods / Services specification and class

5. Day of use of the symbol in Bangladesh (whether the symbol is in use or suggested in Bangladesh to be used).

6. POA (No original or notarization or legalization needed, only sufficient SCANNED copy)

7. Fee Prescribed

8. Priority Application

In Bangladesh, there is a provision for priority requests. In that regard, within 6 months of the date of that earlier filing, the claimant for registration of a trade mark seeking to take advantage of the priority of an earlier application lodged in a convention country shall add to his application a written statement stating the date and number of the earlier application.

If the priority document is in some language other than English, the English version of the priority document is verified / notarized.

Stage 1: Filing

Anyone can file claiming priority or ordinary application

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Stage 2: Examine

Once the claim has been filed, the Registrar shall evaluate the distinctiveness, identification or resemblance of the trade mark with existing registered trade marks and the general accordance with the provisions of the Statute of the Registrar.

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Stage 3: Publication

If the examiner is pleased as above (at the examination stage), the label will be released for opposition purposes in the Trademarks Journal.

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Step 4: Registration

Where no opposition is received or resolved the same in favour of the Applicant, the Registrar issue a Certificate of Registration for an initial period of seven (7) years from the date of filing.

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Trademark Registration in Bangladesh

Trademark Registration Procedure in Bangladesh is regulated by Trade Marks Act, 2009 and Trade Marks Rules, 1963. However, any individual claiming to be the owner of a trademark needs to apply to register the trademark in Bangladesh.

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Trademark searches in Bangladesh

Trademark search in Bangladesh:

may be for both word and device marks. In order to assess the availability of trademarks, the presence of prior identical / similar marks on the register, etc., it is advisable to perform a trademark check before filing a trademark application in order to prevent any objection or opposition with regard to the mark.

While a search is not necessary for the filing of an application, it is advisable, before filing an application, to conduct a preliminary search for the proposed trade mark in order to prevent any objection and opposition to the trade mark at a later date.


Trademark searches in Bangladesh can be performed for word marks, numerals, labels and system marks. Device mark searches can be carried out using the Vienna code.

Trademark searches can be categorized in the following categories:
(a) Search through Word Mark
b) Search through Device mark

Word Mark Search:

Trademark word search version of Bangladesh follows the Nice Classification and trademark applications can be filed for products in Classes 1-34 and services in Classes 35-45. Trademark searches in Bangladesh can be performed for the desired class and related classes.


It is advisable to conduct a thorough search for trade mark clearance in Bangladesh in order to ascertain the availability of the proposed trade mark and also to address any resistance and opposition to the trade mark at a later date.


In addition to looking for trademarks, it is also advisable to search the proposed trademark in Bangladesh for a detailed company search and domain search.

Device Mark Search:

It is advisable to perform a systematic search for a figurative trademark. Device marks shall include individual marks such as stylized letters, numerals, shapes, plants, celestial beings, living creatures, etc. or a mixture of marks containing device marks.

The hunt for a system mark in Bangladesh can be carried out between the marks filed and registered in accordance with the Vienna Code Classification.

Trademark Application Filing categories in Bangladesh

Applications for trademarks in Bangladesh can be filed in two categories:

Ordinary Applications: 

Ordinary trademark applications filed in Bangladesh are non-priority applications. A trademark application is typically filed on the form TM-1. Applications for multi-class trademarks can not be filed in Bangladesh.

However, the Trademarks Act also lays down provisions concerning the filing of priority applications where the priority of the trade mark can be asserted in the said trade mark filed in the Convention country.


Trademark Applications (Priority Trademark Applications)
A priority trade mark application should be filed in Bangladesh within 6 months of the date on which the application was made in the Convention country. A certified copy of the priority documents must be filed within 3 months of the date of the submission for the Convention in Bangladesh.

The Paris Convention for the Protection of Industrial Property, signed in Paris , France, on 20 March 1883, created the Union for the Protection of Industrial Property. It provides national treatment to the applicant residing in the Member State of the Union, national treatment is a very important concept and is necessary for the achievement of the fundamental objective of the Paris Convention.

 

The idea is to ensure fair treatment of applications from Member States in the Member State concerned and not to discriminate between nationals of Member States for grant purposes and protection of industrial property.

Priority applications may be lodged in Bangladesh within six months of the date on which the request was made in the countries of the Convention. The trade mark, if licensed under the Act , shall be licensed as from the date on which the application was made in the Convention country and shall be considered to be the date of registration for the purposes of the Act.

Trademark classes in Bangladesh

In Bangladesh, a trade mark application can be filed in 45 classes: Classes 1 to 34 for goods and Classes 35 to 45 for service marks.

 

 

The Trademarks Rules of 1963 were published in the exercise of the powers conferred by section 84 of the Trademarks Act of 1940 and the Rules of Procedure came into force on 2 April 2004.

The Trademarks Act, 2009 has been amended and the Trademarks Register Wing, Bangladesh empty Notification S. R. O. No.211—Law/2008 dated 30 June 2008 has been notified by expanding the classification of products and services to 1 to 45. Service mark applications are also now being lodged and prosecuted in additional service grades, i.e. 43 to 45.

 

Trademark filing process in Bangladesh

An application for registration of a trade mark must be filed with the Department of Patents, Designs and Trademarks (DPDT), Dhaka, in the specified form, with payment of the necessary fees.
Further information on the filing of trademark applications can be found on the Trademark Registry website, Bangladesh, under the following link: http:/www.dpdt.gov.bd/

Requirements for the submission of a trademark application in Bangladesh

Any individual who claims to be the owner of a trade mark can make an application for registration of the trade mark in respect of his goods / services. It should be filed with the trademark office, Dhaka.


After filing a trade mark application, the same shall be reviewed by the Trade Marks Registry, Dhaka, as to its inherent registrability and/or any similarities with existing marks. If an objection is raised, an official investigation report will be released by the Trademarks Registry.

Duration of Trademark registration in Bangladesh

If a trade mark is registered in Bangladesh, it shall be valid for a period of 7 years from the date of registration. The registration of a trade mark could then be extended for a further period of 10 years from the date of expiry of the registration or the last renewal of the registration.

Trademark prosecution in Bangldaesh

As we have explained earlier:

The process for filing a trade mark in Bangladesh is as follows:

Trademark filing in Bangladesh –

Trademark application in Bangladesh can be filed for a single class only. Applications for multi-class trademarks can not be filed in Bangladesh. Application for a trade mark or a priority trade mark Applications requesting priority from a convention country can also be filed in Bangladesh within 6 months of the priority date.

Official Review of a Trademark in Bangladesh / Issue of Office Action – Once an application has been filed, the Registrar shall investigate the distinctiveness, the potential for misleading and contradictory trademarks.

If an objection to registration is raised, the Registrar shall submit an official review report within 6 months to 1 year, depending on the backlog of the registry.

The Registrar can, subject to the provisions of the Ordinance, approve or deny an application. A trade mark application in Bangladesh may be refused / objected by the Registrar on the following grounds:

  • The mark is similar / identical to the earlier mark for the same or similar goods / services.
  • The trade mark is similar / identical to the earlier trade mark in respect of various goods / services.
  • The label is the widely used and accepted name of any specific chemical element or chemical compound.
    However, the above categories of trade marks may be registered if the owner of the earlier trade mark has consented to it or if there has been an honest parallel use of the later trade mark.

Trademark which can not be registered in Bangladesh

As we have explained earlier:

(a) consisting of, or consisting of, some scandalous or pornographic matter;

(b) the use of which will, for the time being, be contrary to any law; or
(c) the use of which is likely to be misleading or confusing; or
(d) which contains any matter likely to affect the religious sensitivities of any class of Bangladeshi citizens;
(e) which is identical with, or imitates, or contains as an element, the armorial bearing, flag or other emblem, the name or abbreviation or initials of the name or official sign or symbol adopted by any State or international organization founded by an international convention, charter or other instrument, unless approved by the competent authority of that State or organization;
(f) which would otherwise be dissented from defense in a court of law;
(g) the request is made in bad intentions and in bad faith;

Furthermore, the objections raised by the Registrar with respect to the application are forwarded to the applicant and, within 90 days, the applicant must file an acceptable reply with the supporting documents to the official objections. The Registrar may consider the request on the basis of the reply and the documents submitted or may list the request for a hearing.


An appeal against the decision of the Registrar at or without the hearing can be lodged by the applicant within 1 month from the date of such notification to the Registrar, requiring him to state in writing the grounds and the materials used by the Registrar in arriving at his decision.
When an application for registration of a trade mark is approved, the Registrar shall publish it in the Official Trade Marks Journal and shall make it available on the Registry ‘s website.

Trademark publication in Bangladesh

Publication / Publication of a Trademark in Bangladesh –

After review and approval of the reply by the Registrar, the application is ordered for publication / publication in the Trademarks Journal. An application is published in the Trademarks Journal in order to allow the public to file an objection to the registration of a trade mark.

Opposition to the published trade mark in Bangladesh –

Upon publication of the trade mark in the Trademarks Journal, any person may object to the registration of the said trade mark by filing a notice of opposition within a specified period of 2 months from the date on which the Trademarks Journal is made available to the public.

The time limit for filing a notice of opposition can be extended by a maximum duration of 3 months upon filing a stated request for an extension of time of three months for a period of one month each along with the prescribed fee.

Renewal of trademark in Bangladesh

The application shall continue to be registered if there is no opposition or if the opposition has been submitted and it has been determined in favor of the applicant. The mark shall then be registered for a period of 7 years from the date of filing of the application and the certificate of registration shall be issued.

The trade mark may be extended from time to time for an indefinite period by payment of renewal fees, failing which the trade mark may be withdrawn from the Register on account of non-renewal. Each renewal period shall be for a period of 10 years.

Filing and opposition of a trademark in Bangladesh

Upon publication of a trade mark in the Trademarks Journal, any person may file an opposition against registration of the said trade mark in Bangladesh by filing a notice of opposition within a specified period of 2 months from the date on which the Trademarks Journal is made available to the public. The time limit for filing a notice of opposition can be extended by a maximum duration of 3 months upon filing a stated request for an extension of time of three months, each with the prescribed fee.

The trademark application can be challenged in Bangladesh on the grounds set out in Sections 8 , 9 and 10 of the Trademarks Act 2009.

Where an opposition is lodged against a trade mark in Bangladesh, a copy of the notice of opposition so lodged shall be served on the applicant by the Trade Marks Registry and the applicant shall be allowed to file a counter-statement within 2 months of receipt of the notice sent by the Registry, failing which the application shall be regarded as abandoned.

Subsequently, the Registrar shall request written documentation from all parties. If the dispute is not settled by the parties, the hearing shall be determined on the matter.

The Registrar shall decide the case in the opposition proceedings. In the absence of an opposition, a trade mark shall be registered and a certificate of registration shall be issued.

Restoration and Renewal of Trademark in Bangladesh

Renewal of trademark in Bangladesh

A trade mark may be renewed in Bangladesh from time to time for an indefinite duration upon payment of renewal fees, failing which the trade mark may be withdrawn from the Register on account of non-renewal. Each renewal period shall be for a period of 10 years.
The process for filing a renewal of a trademark in Bangladesh is as follows: a request for renewal of a trademark in Bangladesh can be filed within 6 months prior to the date of registration / renewal if it is accompanied by the necessary renewal fees in the specified form.
Requests for renewal of a trade mark in Bangladesh can be filed within 6 months after the date of registration / renewal, provided they are accompanied by the required renewal fees on the prescribed form.

Restoring trademarks in Bangladesh:

If, on grounds of non-renewal, a trade mark has been withdrawn from the Register, the same may be reinstated by filing an application in the specified form for the restoration of the trade mark within 1 year from the expiration of the last registration of the trade mark.

Trademark filling fee schedule and forms

Details regarding the Trademark forms can be accessed at the following link:
Bangladesh Trademark Forms
Details regarding the Trademark Filings fees can be accessed at the following link:
Bangladesh Trademark Filing Fees

Types of Trademark Application

Applications for trademarks in Bangladesh can be filed in two categories:
(1) Ordinary applications
(2)Convention Application (claiming priority from the country of the Convention)

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RECAPPING AT A GLANCE

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Ordinary Trademark Application

Ordinary trademark applications filed in Bangladesh are non-priority applications. A trademark application is typically filed on the form TM-1. Applications for multi-class trademarks can not be filed in Bangladesh. However, the Trademarks Act also lays down provisions concerning the filing of priority applications where the priority of the trade mark can be asserted in the said trade mark filed in the Convention country. – Trademark Registration in Bangladesh

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Priority Trademark Application

A priority trade mark application / convention application for a trade mark should be filed in Bangladesh within 6 months of the date on which the application was made in the Convention country. A certified copy of the priority documents must be filed within 3 months of the date of the submission for the Convention in Bangladesh.- Trademark Registration in Bangladesh

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Paris Convention

The Paris Convention for the Protection of Industrial Property, signed in Paris , France, on 20 March 1883, created the Union for the Protection of Industrial Property. It gives national care to the applicant residing in the member country of the union, in other words. National care is a very important concept and is necessary for effectively achieving the fundamental goal of the Paris Convention. The idea is to ensure fair treatment of applications from Member States in the Member State concerned and not to discriminate between nationals of Member States for grant purposes and protection of industrial property. Priority applications may be lodged in Bangladesh within six months of the date on which the request was made in the countries of the Convention. -Trademark Registration in Bangladesh

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STEP BY STEP Process of a Trademark Registration in Bangladesh through 5 simple steps.

 

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STEP 1:

FILING AN APPLICATION

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Submission Reuirement

An application has to be submit along with few information and documents which are listed below:

  • Particulars of the mark/logo/device prints or representations
  • Name of the applicant, address and nationality
  • If the applicant is a firm then signatory’s name and position
  • Status of the application i.e. manufacturers/merchandisers/ service providers
  • Specification of goods/ service/class
  • Trademark date of user (whether the mark is in use or proposed to be used in Bangladesh)
  • Power of Attorney authorizing to the lawyer if it requires
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Government fee for trademark application

The government fee for filing the application for registration is 3500 (three thousand and five hundred taka) or equivalent to USD. 42 (Forty Two). You can get more information on government fee for registration here.

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Jurisdiction to file a trademark in Bangladesh

The application needs to file at the Head office or any branch of the Trademark Registry having territorial jurisdiction over the principal place of business. Furthermore, If the person does not carry on business in Bangladesh, the application needs to file in the office having territorial jurisdiction over the place mentioned in the address for service in Bangladesh.

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STEP 2:

Substantive and Formalities Check of a trademark in Bangladesh

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Acknowledgement of the Application

Upon receiving the application along with government fee, the Registrar will issue an automatic generated receipt. The receipt includes information related to trademark filing, e.g. Application Number, application date, trademark, etc.

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PROSECUTION OF OFFICE ACTION FOR A TRADEMARK IN BANGLADESH

After the application has been filed, the Registrar shall review the distinctiveness, the risk of fraud and the conflicting trademarks. If an objection to registration is raised, the Registrar shall submit an official review report within 6 months to 1 year, depending on the backlog of the registry. The Registrar can, subject to the provisions of the Ordinance, approve or deny an application.

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Examination by the registrar

After an application has been filed, the Registrar shall review the trademark for its distinctiveness, identicalness or resemblance to existing registered trademarks and general compliance with the provisions of the Statute. If the Registrar is pleased, he shall issue a letter of approval for the trade mark to be published in the Trademarks Journal for opposition purposes (smooth case). Otherwise, the Registry raised the objection / refusal notice (OFFICE ACTION) and demanded a written reply on the objection or refusal notice (non-smooth case).

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STEP 3:

Journal Publication of a Trademark in Bangladesh

Trademark Registration In Bangladesh

Publication Cost and Timeline

The Official fee of the publication cost would be around VAT: BDT 1150 or USD 20 + Law Firms fee and the timeline would be 8 to 12 months from the date of the publication fee deposited.

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Publication Stage

Thereafter, if anyone has any dispute as to the proposed trademark, he can raise it within 2 (two) months from the date of publication. The reason behind the journal publication is to invite the public for filing opposition against the registration of a mark.

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Passing the registrar

If there is no office action or notice after review, if the Examiner is satisfied as mentioned above (in stage 2), the Registrar shall approve the trade mark for advertising in the Trademarks Journal for opposition purposes.

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STEP 4:

Opposition Proceedings  of a Trademark in Bangladesh

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Government Fee for opposition

If there is no office action or note After review, if the Examiner is satisfied as mentioned above (in stage 2), the Registrar shall approve the trade mark for advertising in the Trademarks Journal for opposition purposes.

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Opposition Process

The Registrar having received the notice of Opposition, sends a copy of the Notice of Opposition to the Applicant.  Thereafter, the Applicant will get an opportunity file a Counter-Statement with in 2 (two) months of receiving the notice. The Counter-Statement should contain the grounds in supporting the claim. The government fee for filing counter-statement is 1500 (one thousand and five hundred taka).

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Counter Statement and Appeal

Upon receipt of the Counter-Statement, the Registrar shall forward a copy to the Opponent. The Registrar shall then rule on the contested matter at the hearing of both parties. However, an appeal can be brought before the High Court against the decision of the Registrar. However, the opposition proceedings should be filed within 120 (one hundred and twenty) working days of receipt of the order.

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STEP 5:

Final Registration Proceedings  of a Trademark in Bangladesh

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Certificate of Registration

Above, if there is no conflict against the publication of a trade mark, the Registrar shall, after the expiry of the term of 2 ( two) months, notify the Registrar of the payment of the charge. After collecting the fee, the Registrar shall issue a Certificate of Registration for the trade mark. The licensed trade mark shall be valid for a term of 7 years from the date of registration.

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Renewal of Trademark registration

A Trademark can be renewed in Bangladesh from time to time for an indefinite duration upon payment of renewal fees. Failure to renew could, however, result in the removal from the Registry of registered trademarks. The renewal period could be for a period of 10 years. Please bear in mind that an application for the renewal of a trade mark should be made no more than six (6) months before the expiry of the last renewal.

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Registration Cost and timeline

The registration timeline would be 6 to 8 months from the date of publication if there is no opposition and the cost would be with an offical fee with VAT+Disbrusment: BDT 17250 or USD 220 +Law Firm’s fee.

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OUR Managing Director Barrister Hafiz Khan has the experience over 15 years of working with Trademark in Bangladesh

Counsels Law Partners offers services on Trademark Registration and other related matters. However, If you need any legal help or clarification about Trademark Registration Process in Bangladesh, please reach us at:

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Phone:+8801727983838 (WhatsApp).  Address: House 39, Road 126 (3rd Floor) Islam Mansion, Gulshan-1, Dhaka.

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

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

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

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

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Tahmidur Rahman, Senior Associate, Counsels Law Partners

2 Feb 2020

This post in details will explain in details about the process of opening a liaison office in Bangladesh, the process of getting permission from BIDA, time period of the validity of the license, Bank Account opening, Bangladesh bank approval and everything in regards to registering a Liaison office in Bangladesh with infographics and diagrams.

 

 Liaison Office registration in Bangladesh

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

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

Liaison office and Branch office are almost similar. But a liaison office in Bangladesh can not perform any business or income-earning activities.

But a Branch Office can do so with proper authorization. If you would like to know how to set up a branch please click here. On the other hand, in Bangladesh, a limited company or a subsidiary can do full-fledged business through proper incorporation.

 

Liaison Office In Bangladesh

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

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Basic requirement of registering a Liaison office in Bangladesh?

Companies wishing to set up a Liaison Office must fulfill the following basic requirements:

  • It’s a foreign company registered outside Bangladesh that wants to set up Liaison Office.
  •  The name of the Liaison Office shall correspond to the name of the international company.
  • Shareholders, the structure of the corporation and its operations shall be regulated by the Memorandum and Articles of Association of the international company. For the Liaison Office, there is no separate Agreement and Articles of Association.
  • The Liaison Office must have an email address in Bangladesh.
  •  The Liaison Office would not have a local source of income in Bangladesh.
  • Establishment and maintenance expenses shall be met by the parent company abroad.
  • The bank account
  • USD 50,000 or equivalent as projected initial establishment costs and 6(six) months operating costs of the Liaison Office shall be charged as inward remittances to Bangladesh within 02(two) months from the date of issuance of the BIDA permission letter.
  •  Other business licenses such as industrial license, tax registration (ETIN) and so on.
  • The registration fee for BDT 25.000.
  •  Registration with the Board of Joint Stocks in Bangladesh.
  •  Job visas for foreign workers.
  • Branch which carries out commercial activities shall pay corporate income tax and comply with sales VAT.
  • Other tax and VAT (GST) laws, such as withholding like tax & VAT, return submission etc., must be complied with, irrespective of the activities of the Branch.
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How to register a Liaison Office in Bangladesh – Step by Step process

On the basis of funding, we can further extend the scope of NGOs, such as locally sponsored, government-funded, foreign The information provided below offers a comprehensive step-by – step method for setting up a branch or liaison office in Bangladesh.

In the meantime, it is important to notice that the approval of the Bangladesh Investment Development Authority (BIDA) is the primary prerequisite for the establishment of a branch or liaison office in Bangladesh.

Step one: Obtaining Permission from BIDA for setting up a Liaison office in Bangladesh

Permission from the Bangladesh Investment Development Authority (BIDA) is required to set up a Liaison Office. Now, what needs to be done to get permission from BIDA?

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

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Required Documents for the permission from BIDA

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

Government Cost for Permission

A fee of BDT 25,000 (Twenty-five thousand) is expected to be paid by bank payment order and the original copy of the payment order must be sent to BIDA to get the permission for opening the Liaison office in Bangladesh.

Registration procedure and approval timeline for the Liaison office

All records should be sent to BIDA on a physical basis. You can also apply online via the BIDA website. After careful examination of all records, the BIDA officials shall send the application and records to the Inter-Ministerial Committee.

The Committee may review the documentation and can request further documentation or a physical presentation. If the committee is pleased, the approval will be given for the Liaison office in Bangladesh. The Inter-Ministerial Committee normally sits twice a month. Usually the duration is one month or less.

Usually, permission is given to the opening of a branch or liaison office initially for a term of 3 ( three) years, which can be extended later.

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Step two: Opening a Bank account for the liaison office in Bangladesh

In regards to opening a Liaison office in Bangladesh, A bank account must be opened at any bank in Bangladesh after obtaining the approval from BIDA.

The bank account is required at this stage because a sum of foreign exchange equal to US$ 50,000 (fifty thousand dollars or more) must be transferred to Bangladesh as an inward remittance. This must be achieved within 2 ( two) months from the date of the issuing of the BIDA authorization.

Step three: Obtaining the approval from the Bangladesh Bank (Central Bank)

The Foreign Exchange Regulations Act 1947 has recently been (2015) amended by the Bangladesh parliament. Bangladesh Bank’s criteria for 18B Approval was withdrawn.

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

In addition to that since the amendment, the government or the Bangladesh Bank will be able to request that any individual residing in Bangladesh return their holdings of foreign exchange, foreign securities, any immovable property or industrial or commercial undertaking or company held, operated, founded or managed by that individual outside Bangladesh.

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Step Four: Registering the Liaision office with the RJSC 

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

  1. BIDA Letter of Approval.
  2. Bank of Bangladesh letter of approval.
  3. Certified copy of the company memorandum and articles of associations, or other statutory records.
  4. Complete address of the company’s registered office or principal office.
  5. A list of the company’s directors, and secretary, if any.
  6. The name and address or the names and addresses of one or more persons residing in Bangladesh, allowed to accept company service of process on behalf of the company and any notices or other documents necessary to be served on the company.
  7. The full address of the company’s office, which is to be considered as the main place of its business in Bangladesh.

What is the scope of a Liaison office in Bangladesh

A Liaison Office in Bangladesh would only be allowed a very small operation to be carried out, as the Liaison Office it will have the right to carry out feasibility studies, market analysis to determine the quality of the targeted product , customer service and to supervise the activities of local agents. They may also provide customer service and supervise the activities of local officers.

In most situations, the Liaison Office serves as a liaison between the main office and any other company located in Bangladesh that it plans to negotiate with when the time comes.

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Limitations of a Liaison office in Bangladesh

Since a Liaison Office in Bangladesh is not legally a corporate organization, it is not authorized to carry out any profit-making operations. Examples of such activities include entering into a strictly binding contract, leasing space for other businesses , providing technical services, issuing receipts, and even ship / store goods without a local agent in Bangladesh.

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

“In most situations, the Liaison Office serves as a liaison between the main office and any other company located in Bangladesh that it plans to negotiate with when the time comes.” 

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Frequently Asked Questions about Liaison office in bangladesh

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

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General Questions about Liaison office in bangladesh

What is a liaison office in Bangladesh?

The liaison office of a foreign company is permitted to function in Bangladesh only on a limited basis, provided that none of the operations is profit-making. In other words, a liaison office will perform market analysis and representation activities only. Click to see the List of Approved Activities for the Bangladesh Branch Office.

What are the permitted activities for a Liaison office in Bangladesh of a foreign entity?

The liaison office of a foreign company is permitted to function in Bangladesh only on a limited basis, provided that none of the operations is profit-making. In other words, a liaison office will perform market analysis and representation activities only. Click to see the List of Approved Activities for the Bangladesh Branch Office.

What is Income Tax rate for a Liaison office of a Foreign Company?

The Liaison Office of a foreign parent company shall not be regarded as a separate and independent body in Bangladesh and, for all tax purposes, the Government of Bangladesh shall tax the income of such entities at higher rates. 

What are the conditions of opening a Liaison office in Bangladesh?

Liaison or representative office of a foreign company can be opened if the applicant foreign corporation has had a record of profit generation for the past 3 years and is financially sound. When we say that a foreign company is financially sound in the sense of a representative or liaison office in Bangladesh, we mean a net worth of USD 50,000 or its equivalent. The financial statement properly certified by the statutory auditor of the parent company is required.

What are the additional incorporation requirements for opening a Liaison office in Bangladesh?
  • A certified copy of the charter,
  • laws or memorandum and articles of the corporation or other instrument constituting or specifying the company’s constitution and,
  • if the instrument is not in the English language, a certified translation thereof into the English language;
  • the full address of the company’s registered office or head office;
  • the list of directors and secretary of the company’s contents; 
  • The full address of the company’s office in Bangladesh, which is considered to be its principal place of business in Bangladesh;
  • Specifics of opening and closing a business premises in India on earlier occasions or occasions;
  • a declaration that none of the company’s directors or the approved representative in Bangladesh has ever been convicted or removed from the creation of companies and management 
  • and any other information as may be prescribed.
Can a liaison office or a branch office be considered a legal entity?

The Branch or Liaison Office is a legal body that has been registered with the BIDA in Bangladesh. It is called a multinational business extension, and not a separate legal entity. Unlike a subsidiary of Bangladesh, the parent company of the Branch or Liaison Office is indirectly responsible for all debts and liabilities of the Branch or Liaison Office.

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

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

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

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

Does the Liaison office needs an office address in Bangladesh?

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

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

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

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

NGO and INGO registration at Tahmidur Rahman CLP:

The legal team of Tahmidur Rahman, Counsels Law Partners CLP are highly experienced at dealing with company matters along Liaison office set up process, and branch office registration in Bangladesh . For queries or legal assistance, please reach us at:

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

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

 

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

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

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

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

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Tahmidur Rahman
 Director and Senior Associate, Counsels Law Partners

17 Jan 2020

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

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

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

 

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

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

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

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

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

Investment Structures in Bangladesh and Procedure of foreign investment in Bangladesh

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

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

1.  Foreign Direct Investment in Bangladesh

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

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

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

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

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

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

2. Wholly owned subsidiaries in Bangladesh

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

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

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

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

Foreign Investment In Bangladesh_How Foreign Investment Works 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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Right to Issue and Transfer Shares in Bangladesh – Procedure of foreign investment in Bangladesh.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

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

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

 

Laws for the Protection of Foreign Investment in Bangladesh

 

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

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

 

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

 

 

 

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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Allowance of Capital repatriation in Bangladesh

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

 

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

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

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

 

Special Tax Exemption for the foreign investors in Bangladesh

Tax exemptions are commonly permitted in the following cases:

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

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

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

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

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

 

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Avoidance of Double Taxation for Foreign Investors

 

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

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

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

 

Foreign Investment In Bangladesh_Top Law Firm In Bangladesh

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.

Foreign Investment In Bangladesh_Best Law Firm For Fdi And Visa_Tahmidur Rahman

 

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

Foreign direct investment (FDI)

 

www.bida.gov.bd

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

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

 

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

 

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

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

 

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

National Board of Revenue

 

Issuance of Certificate for using standard mark

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

Bangladesh Standards and Testing Institution (BSTI)

 

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Elimination of Taxation treaty in Bangladesh

 

In double taxation the following shall be eliminated:

 

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

 

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

 

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

 

Bilateral Investment treaties in Bangladesh

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

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

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

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

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Funding options for foreign investors in Bangladesh

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

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

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

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

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

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

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

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

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

Debt capital from local commercial Banks in Bangladesh

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

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

Private Foreign Commercial borrowing in Bangladesh

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

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

 

Regulatory institutions facilitating investment in Bangladesh

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

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

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

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

Relevant trade bodies and chambers in Bangladesh

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

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

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

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

Exit policy for foreign investors in Bangladesh

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

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Frequently Asked Questions about Foreign Investment in Bangladesh

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

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General Questions about Foreign Investment in bangladesh

Which Countries invest the most in Bangladesh?

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

How is the Investment Scenario in Bangladesh in 2020?

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

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

What is an example of Foreign Direct Investment in Bangladesh?

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

What are the types of foreign Investment?

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

What is the current trend of foreign investment in Bangladesh?

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

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

How Foreign investors can enter into Bangladeshi Market?

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

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

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

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

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

How to open a Liaison or Branch office in Bangladesh?

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

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

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

What is SEZ or Special Economic Zone in Bangladesh?

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

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

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

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

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

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

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

What is EPZ or Export Processing Zone in Bangladesh?

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

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

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

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

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

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

Foreign Direct Investment in Bangladesh at CLP:

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

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

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

 

Have a Different Question?

Email us anytime : [email protected]

Or call — +8801727983838

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Mergers and Acquisitions process | A complete overview with 14 simple steps

Mergers and Acquisitions process | A complete overview with 14 simple steps

by | 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: A Complete guide with 14 steps

Tahmidgoldenpicturebackground E1569742859700

Tahmidur Rahman
 Director and Senior Associate, Counsels Law Partners

27 Dec 2019

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 Counsels Law Partners, our experience helps us to efficiently execute local and cross-border global transactions while helping you at all stages of the process and offering you cost-effective, realistic business solutions. 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:

  1. Credentials of the company (background, resources, net worth etc.) and
  2. 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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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:

  1. Name, address and occupation of the Directors of the transferee company as proposed to be reconstituted after the amalgamation,
  2. Details of the proposed Chief Executive Officer of the transferee company after the amalgamation,
  3. 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 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

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. (Mergers and Acquisitions in Bangladesh)

Mergers And Acquisitions In Bangladesh

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 CLP 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 firms?

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?

3.

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 Tahmidur Rahman CLP 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.

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.

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

The Barristers, Advocates, and lawyers at CLP in Gulshan, Dhaka, Bangladesh are highly experienced at dealing with Mergers and Acquisitions, In Counsels Law Partners, our experience helps us to efficiently execute local and cross-border global transactions while helping you at all stages of the process and offering you cost-effective, realistic business solutions. In addition to handling various issues related to domestic clients on a regular basis, it also has experience in consulting and assisting numerous international clients with utmost care and attention throughout their legal troubles.  For queries or legal assistance, please reach us at:

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

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

 

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NGO and INGO Registration Procedure in Bangladesh

NGO and INGO Registration Procedure in Bangladesh

by | Aug 29, 2020 | Charitable Trust, Company Law, Law, NGO Registration, Public Law

NGO registration in Bangladesh- A complete guide in 2020- Everything you need to know

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Tahmidur Rahman, Senior Associate, Counsels Law Partners

2 Jan 2020

This post in details will explain in details about NGO and INGO registration in Bangladesh, the timeline, the concerns and types of NGOs , NGO’s Affairs Bureau,  key parts of the Foreign Donations (Voluntary Activities) Regulations Act, 2016 (FDRA) Act, and the compliances to maintain with Joint Stock Companies and Firms, Department of Social Services with clear directions and infographics.

NGO’s in Bangladesh

Non-governmental organizations (NGOs) play an significant role in developed countries ‘ economic growth. They provide services to society through community development welfare work, national disaster assistance, sustainable system development, and grassroots movements. They are taking numerable steps to improve our community.

With the record of being the most densely populated nation on earth and a poor workforce, Bangladesh faces a huge challenge to meet the demands of its ever-increasing population.

For coping with such population, Organisations are working as the foundation of society. There are several types of organizations, but under the main heading, they can be categorized into three parts:

  • Government organisations, 
  • private organizations and 
  • non-governmental organisations. 

NGO’s have a positive outlook to the society compared to two other wings of the societal organisations. Many activists also dream of making their own NGO to improve society, but by no way build a child’s play. Now, to grasp the whole premise, we will need to recognize a few things.

What is an NGO?

The Non-Governmental Organization is a legal body that is not a direct member of the government, independent of government power, and not a direct political competitor.

Generally, NGOs are set up by a group of people who aim to create a positive difference in society. They raise money from different donors around the world and try to fulfill their mission. NGOs may be of different kinds, such as zoning, state, international, etc.

The NGO was first formally visualised in Article 71 of the Charter of the United Nations, which states: ‘The Economic and Social Council may make appropriate arrangements for consultation with non-governmental organisations.’

A non-governmental organization is a legal body that is not a direct part of a government, independent of government control, and not a direct political competitor.

Differences between an NGO and other organisations

In Today’s world, modern organisations are very nuanced in terms of thoroughness, for example, NGOs are working with the government, and some of them are also binding.

So things blur time to time, in general, NGO’s are considered to be non-profit, non-government-dependent, and to serve their specific function, but they may be a helping hand of the government, collect money, and make profit in order to fulfill their function.

They may not abide by company law or business law, but may be interested in the business as a separate agency of a related NGO. So close observation is required on both the de facto and the de jure activities of the NGO.

Thus, it can be inferred that the process of creation, the mission and the activities of an entity are the final proof that it is an NGO; that it must not be a completely viable business agency, or that it must serve the purpose of its constitution and function accordingly to the part of the government under which it operates for government purposes.

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Conventional NGO programs in Bangladesh

 On the basis of funding, we can further extend the scope of NGOs, such as locally sponsored, government-funded, foreign government-supported, national and international organizations. NGOs conventionally cover a wide range of sectors.

Typical NGO and INGO programs in Bangladesh are:

  • BINGO: business-friendly international NGO (example: Red Cross)
  • ENGO: environmental NGO (Greenpeace and World Wildlife Fund)
  • GONGO: government-organized non-governmental organization (International Union for Conservation of Nature)
  • INGO: international NGO (Oxfam)
  • QUANGO: quasi-autonomous NGO (International Organization for Standardization [ISO])

    In addition to that the other general scopes are:

  • Human Rights
  • Woman Rights
  • Humanitarian Situation
  • Health issue
  • Education Sectior
  • Responding to health crises
  • Environmental issues
  • Economic programs
  • Skills development
  • Local development
  • Addressing Social issues
  • Religious perspective ( support and help)
  • Research purpose
  • Survey and Study

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How to register an NGO in Bangladesh?

To get an NGO or an INGO registered in Bangladesh or an organization willing to operate or obtain foreign funding for the purpose of undertaking or carrying out any voluntary operation, it is imperative that such an organization be registered with the authority concerned and comply with the Government’s requirements.

According to the laws of Bangladesh, the term “voluntary activity” can be specified as “an activity undertaken or carried out by any person or organization of his or her own free will to provide agricultural, relief, missionary, educational , cultural, vocational, social, welfare and development services, and includes any activity that the Government can, from time to time, consider to be a Voluntary activity.”

 

NGO and INGO registration in Bangladesh

Any entity whose activities fall within the ambit of the definition mentioned above needs to have it registered to carry out its operation in Bangladesh.

In order to register an International Non-Government Organization (INGO) or local based Non-Government Organization (NGO), an application needs to be filed with the concerned authority. 

The NGO Affairs Bureau (NGOAB) (which is under the Ministry of Social Welfare of Bangladesh) and the Ministry of Home Affairs shall be the relevant authorities in Bangladesh in this regard.

However, for example the Ministry of Health & Family Welfare or Ministry of Disaster Management and Relief or any other relevant authority which administers the entity’s activity shall also play a vital role. 

An NGO in Bangladesh can be registered in three ways: 

A. Under NGO Affairs Bureau 

B. Under the Department of Social Services (DSS)

C. Under Joint stock companies and firms

 

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Process of NGO registration Under NGO Affairs Bureau in Bangladesh

Firstly, the registration of the INGO or the NGO must be carried out by the body of the NGOAB concerned. Application in the specified form shall be made to the NGOAB along with payment of the required fee and all related documents such as operation report, letter of intent, constitution, copy of the Treasury Challenge with respect to payment of registration fees, etc.

Upon submission of the application to the NGOAB, it shall be forwarded to the Ministry of Social Security and also to the Ministry of Home Affairs for review and inspection of the documents submitted.

Upon receipt of the papers, the Ministries concerned shall nominate the Special Branch of Police and National Security Intelligence to carry out a security check on the applicant and on such a matter of inspection as clearance forwarded to the Ministry of Home Affairs, provided that the approved bodies are pleased with their enquiries.

Once the approval has been issued to the NGOAB, it shall continue with the audit and final inspection of the documents. Acted mainly under the International Donations (Voluntary Activities) Regulations Act, 2016 (FDRA); to register an NGO, certain tasks must be completed; (as stated in section 4 of the FDRA) :

 

  • FD-1 Form (signed by Chief Executive in Bangladesh) – 9 copies
  • Certificate of incorporation in the Country of origin – 3 copies
  • Constitution – 4 copies
  • Activities Report – 6 copies
  • PIan of Operation (Work/Organogram) –  4 copies
  • Decision of the committee/ Board to open an office in Bangladesh – 4 copies
  • Letter of Appointment of the Country Representative – 4 copies
  • Copy of Treasury challan in support of depositing 50000 Taka for local NGO and USD $ 9,000 or Equivalent TK amount for foreign NGO in the Code 1-0323-0000-1836 and 15% Vat Code No (1-1133-00 35 -0311)  – 3 copies
  • Deed of agreement stamp of TK.300 with the landlord in support of opening the office in Bangladesh – 3 copies
  • List of Executive Committee (foreign) –  4 copies
  • Letter of Intent – 5


Note: AII documents from abroad should be notarized by Justice of peace or attested by Bangladesh Embassy.

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Foreign Donations (Voluntary Activities) Regulations Act, 2016 (FDRA)

As per, Foreign Donations (Voluntary Activities) Regulations Act, 2016 (FDRA), under section 2(1) and foreign donations under section 2(5) which is very important to operate an NGO in Bangladesh.

 

  • Section 3 of the Act made it necessary for NGOs to register where there is some international transaction. This act shall take precedence over all other current and relevant legislation.
  • Officials are to verify documents and authorize the NGO for a term of 10 years. It must be re-submitted in order to renew period 6  months before the end of the 10-year term. It placed certain barriers under section 5 to accept donations from certain individuals.

    Section 6 stipulated that the appointment of International Consultant, Advisor or Officer and International Tours must be notified by the Government of their security clearance.

  • Section 9 for the management of the account of foreign donations, as well as for each NGO and person, shall maintain its accounts in the specified manner and prepare an annual statement of accounts; (section 12) for the approved audit firms.
  • Section 10 empowers the Government to carry out surveillance, monitoring and analysis of every NGO.
  • Under section 15 the Act said if any NGO violates this law or any law of Bangladesh the can take appropriate action against that NGO.
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Registration of NGO under the Department of Social Services (DSS)

This is done under the Ministry of Social Welfare The application process is simpler here as the online application system is available and the processing period is estimated to be about 7 months long [further verification needed]. But catch registration with DSS only allows you to work in Bangladesh only does it not allow you to receive foreign donations. Follow this link for more information and procedures. The main legal instruments are as follows:

1) SOCIAL WELFARE Organizations VOLUNTARY (REGISTRATION AND CONTROL) ORDINANCE, 1961
2) স্বেচ্ছাসেবী সমাজকল্যাণ সংস্থাসমূহ (নিবন্ধন ও নিয়ন্ত্রণ) বিধি ১৯৬২

Registration of NGO through RJSC in Bangladesh

Registration with RJSC is a more formal approach towards registering an NGO in Bangladesh, but often deemed as more desirable because it offers:

1) Quicker response time for applications
2) Smoother application process;

First, you need to get a name clearance like a company name clearance. The next step in the process is the actual application for registration of the entity. This request must be submitted on paper along with all the necessary documentation (and the approval of the name clearance). Later, the Intelligence Department will have a check-up and send a report to RUSC. That’s it.
The procedure is based on the SOCIETIES REGISTRATION ACT of 1860.

“As per, Foreign Donations (Voluntary Activities) Regulations Act, 2016 (FDRA), under section 2(1) and foreign donations under section 2(5) which is very important to operate an NGO in Bangladesh.”

 

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Frequently Asked Questions about NGO and INGOs in bangladesh

In regards to NGO registration 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 NGO registration in bangladesh

What is the rule of a NGO?

Every NGO in Bangladesh is legally mandated to document the Memorandum of Understanding. It includes the name and address of the NGO, the mission and goals, specifics of the governing body, information on human resources and personnel, rules and regulations, administrative laws and procedures.

How many NGO's are there in Bangladesh?

3000+.

Currently, approximately 3000+ (including local and international) NGOs are registered under the legislation of Goverment of Bangladesh. A total of 240+ foreign Non-government organizations (NGO) of 30+ countries have been operational in the country

Which is the biggest NGO in Bangladesh?

Based on the number of employees, BRAC is considered as the largest NGO (non-governmental development organisation) in the world not only in Bangladesh! 

What is the model NGO guide?

United Nations Model NGO Guide. Since the founding of the United Nations, NGOs have been core members of the policy and implementation process. NGOs or non-governmental organizations are non-profit organisations focused on humanitarian, human rights and sustainable development issues around the world.

How many members there should be in my NGO?
Conventionally there shhould atelast be 7 members . There is no upper limit on the number of members of the group. These members have different designations which can be determined between them.
What is the head of an NGO called?

The Board of Directors of the NGO is at the top. The NGO Board is a legal requirement in most countries to be formally registered with local authorities. Most NGOs stipulate that membership of the Board is voluntary and non-remunerative. Board meetings shall be held closed, while written processes, reports and minutes may be made available for the purposes of accountability.

Who are considered as top managements of a NGO?

The top management of an NGO consists of three entities –

  • the Board of Directors,
  • the General Assembly, and
  • the Executive Director. 
Who are responsible for the day to day functioning of an NGO?

The staff members of the NGO shall be responsible for the day-to-day operation and execution of its programs and projects. They report to the Executive Director, who is ultimately responsible for the operations of the NGO. (See Figure 3) The staff members of the NGO fall into three groups-responsible for activities related to (1) management, (2) advertisement and (3) programs / projects.

How do NGO's get funding in Bangladesh?

NGOs in Bangladesh may receive, coordinate and collect funds through a variety of sources, procedures, initiatives, ventures and activities: grants through funding agencies through ventures. Grant from the International Development Agency and   Fund Raising from the Corporate Department under the CSR.

What are the differences between a NGO and a Non-profit?

The NGO is a non-governmental organisation. A non-profit organization uses the excess funds for the benefit of the organization, rather than splitting them between the members and the owners of the company. Examples of NPOs are performing arts organisations, trade unions and charities.

NGO and INGO registration at Tahmidur Rahman CLP:

The legal team of Tahmidur Rahman, Counsels Law Partners CLP are highly experienced in providing all kinds of services related to registering NGO, non profit and charitable trust in Bangladesh . For queries or legal assistance, please reach us at:

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

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

 

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Charter Party shipping contract in Bangladesh at 2020: Complete guide

Charter Party shipping contract in Bangladesh at 2020: Complete guide

by | Aug 28, 2020 | Admiralty Law, BD Law, Charter Party, Law, Maritime Law, Ship Arrest, Shipping Law

Charter Party shipping contract in Bangladesh at 2020: A Complete guide

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Tahmidur Rahman, Senior Associate, Counsels Law Partners

2 Jan 2020

Table of Contents

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Tahmidur Rahman Maritime Laws Of Bangladesh | Admiralty &Amp; Ship Arrest
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This post in details will explain in details about charter party shipping contract in Bangladesh. The Charter Party Shipping Contract is very important for all Admiralty and Maritime personnels, investors and to all those interested in this business. Parties to the Charter Process must be vigilant while drawing up such an agreement. The charter party must represent the interests of the parties and be free from ambiguity and confusion. This article offers an description of the general terms and conditions of the Charter Group Agreement.

What is Charter and Charter Party?

 

In shipping it is often referred to as being on charter when a ship is contracted. The ship’s owner is always referred to as the owner and the charterer is referred to as the one who hires the ship or space thereof. The instrument of agreement is called the “charter party,” generally referred to as C / P.

There are common models for different types of charter developed by various foreign trade organizations and chambers of commerce including the ICC, BIMCO and the Baltic Exchange. C / P is usually drawn by mutual agreement (ship-owner and charterer or their agents) to separate clauses in each of the particular types with special conditions or exception / exemption indicated by lines.

Conventionally there are three major types of charter:

  1. Demise or Bare-boat charter
  2. Time charter
  3. Voyage charter

 

What is a Charter Party Shipping Contract?

 

The charter party is a contract document by which the shipowner agrees to lease, and the charterer agrees to hire, a vessel or all cargo space, or part of it, on the terms and conditions of the charter party.

If this is permitted under the terms of the charter party, the charterer may do so, enter subcontracts with other shippers. If your vessel is chartered, it is of the utmost importance that you read the charter party carefully, in particular the added clauses, until it is fully understood. It is advisable for the officers to read it as a matter of information and instruction, and it will do no harm to discuss it with them, in particular with the Chief Officer.

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Types of Charter Parties in a shipping contract in  Bangladesh

 

Bare Charter or Demise:

 

Charter of the Bareboat Party. The shipowner, by this type of charter
Leases his entire vessel, and the charterer is responsible for
Operating it as if it were his own vessel. 

The charterer operates the vessel (in lawful trade) in a manner as if s/he is the owner. The charterer can even put his/ her own marking on the funnel.

However, the charterer can not raise any cash / finance against the ship because he / she is still not the owner of the ship. Some countries also allow the registration of a ship under bare-boat charter for the charter period or if the C / P leads to the eventual sale of the ship to the charterer.

However, the C / P must have a clause allowing the charterer to register a ship under a different flag for the charter period. Obviously, the administration of the bare-boat registry will seek the consent of the primary registry before the vessel is registered under the bare-boat registry. (Charter Shipping contract in bangladesh)

 

Time Charter:

The ship is chartered for a specific period , say about six months to one year, at a fixed rate (usually a daily rate) with the option of extending the period to complete the voyage. The Charter may be renewed or extended for a further period of time on mutual consent.

Charter hire is usually paid in advance, say about 15 or 30 days at a time. The owner keeps the master and the crew and keeps paying their wages.

The owner continues to pay for the insurance from companies like staveley head (hull and machinery and crew P&I). The charterer may take advantage of the P&I coverage for freight or other claims. There are special P&I charter clubs to provide coverage of the charterer ‘s requirements. (Charter Shipping contract in bangladesh)

Voyage Charter:

It is, in fact, an agreement between the owner (carrier) and the charterer (shipper) to transport a certain quantity of cargo from point A to point B at the agreed rate of freight per ton. It usually refers to a quantity with a + /-2 per cent option for either party.

The ship will serve the “Notice of Readiness” upon arrival at the loading port when it is ready for loading. If it is on liner terms, the owner (carrier) uses stevedores at both ends and pays for them.

However, the charterer must deliver the cargo to the loading hook and away from the hook at the discharge port. In most travel charters, however, loading and unloading is done by the charterer. (Charter Party Shipping contract in bangladesh)

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What are the terms to be present in a Charter Party Shipping Contract?

 

If applicable, these are the terms that should be present in a Charter Party shipping contract.

  • Name of the Vessel: The name must be mentioned in the Charter Shipping contract.                
  • Charter Period: The period of the voyag
  • Lay days/Cancelling: This term must include the Commencement date of the  voyage and the Cancelling date. 
  • Place of Delivery: The port of destination must be mentioned here. 
  • Cargo history: The previous history of the cargo need to mention before the  voyage starts.
  • Place of Re delivery: if applicable
  •  Bunkers on Delivery and Re delivery: if applicable
  • Rate of Hire: The rate of hire and the overtime hire rate must be mentioned in the Charter Party Shipping contract in bangladesh.
  •  Owners’ Payment Details: Owner’s bank details must be provided.
  •  Bunker Specifications: A detailed specification of the bunker must be provided.
  • Product description: A detailed description of the products along with the amount of products
  • Trading Limits: The limits of the voyage must be clearly mentioned so that the vessel does not depart from the original route.
  • Additional Clauses: Any other additional clauses as demanded by the ship owner or the investors in a Charter Party Shipping contract in bangladesh.
Charter Shipping Contract In Bangladesh_Contract Terms Bangladesh

Additional clauses that also should be present in a shipping contract in  Bangladesh

  1. SPEED OF THE VESSEL: Permitted speed of the vessel along with route must be inserted in the Charter Party Agreement.
  2. CARGOES: Permitted items as well as the capacity of the items in cargo must be mentioned. The consequences of carrying illegal items in the cargo should also be declared.
  3. Payment: It must be mentioned when the payment must be made and also when the advanced payment has to be made. The consequence of failure to pay must also be mentioned.

  4. OWNERS’ OBLIGATIONS: A detailed list of the obligations of the shipowner must be mentioned.

  5. CHARTERER’S OBLIGATIONS: A detailed list of the obligations of the charterer must be mentioned.
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Additional terms in a Shipping contract in Bangladesh

 

  1. MASTER AND CREW: The powers, rights and obligations of the master and crew.

     

  2. LIEN: It must be noted that all freight, hire, sub-hire, freight and sub-freights shall be liable to the Owners for any amounts owed by the Charterers.

     

  3. PERFORMANCE OF VESSEL: Owners warrant that the vessel is and remains capable of maintaining, throughout the Charter period, speeds and bunker consumption for propulsion under normal working conditions and in moderate weather conditions.
  4. OFF-HIRE: It must be mentioned that the Vessel shall be off hire on each and every occasion that there is a loss of time arising out of or In connection with the Vessel being unable to comply with Charterers’ instructions (whether by way of interruption or reduction in the Vessel’s services, or in any other manner).
  5. SUB-LET: Charterers will not sub-let the Vessel without prior written permission from the Owner.

“Owners warrant that the vessel is and remains capable of maintaining, throughout the Charter period, speeds and bunker consumption for propulsion under normal working conditions and in moderate weather conditions.”

 

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Further Important Terms of shipping contract in Bangladesh

  1. VESSEL/CARGO INSPECTIONS/BUNKER SURVEYS: 

    It must be noted that charterers are entitled, at their own time and expense, to cause their representative (which includes any independent surveyor appointed by charterers) to carry out inspections of the vessel and/or to observe the cargo operations and/or to ascertain the quantity and quality of the cargo, water and residues on board, including the collection of cargo samples, inspection and copying.

     

  2. OUTBREAK OF WAR:

    Either party should be allowed to cancel the Agreement on the outbreak of war or hostilities during the period of the Charter Party.

  3. DAMAGE:

    It has to be clarified who bears responsibility in the event of accident, danger, damage or disaster before or after the commencement of the voyage.

     

  4. LAW:

    It must be mentioned which law governs the Charter Party Agreement and where the dispute will be resolved.

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Frequently Asked Questions about Charter Shipping contract in bangladesh

In regards to Charter Shipping contract 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 Charter Shipping contract in bangladesh

What is charter party in shipping?

Charter party, contract by which the owner of a ship allows it to be used by others for the transport of a cargo. The shipowner continues to control the navigation and management of the vessel, but the charterer is responsible for its carrying capacity.

Is Charter Party a contract of carriage?

A charter party (sometimes a charter party) is a maritime contract between a shipowner and a charterer to hire either a passenger ship or a cargo ship or a pleasure yacht. The charter party is a contract for the transport of goods in the case of the employment of a tramp.

What are the types of Charter Parties?

There are three major types of charter parties: i) Voyage charter parties, ii) time parties, iii) bare boat parties.

What are the basic terms of a voyage charter party?
  • expected date of readiness to load
  • identity of parties
  • identity of vessel
  • warranty of seaworthiness 
  • present position of vessel 
  • obligation to proceed to loading port or place
  • identity of and safety of loading port or place
  • amount and nature of cargo to be loaded
What are the differences between voyage and time charter party?

A voyage charter is to hire a vessel and a crew to move between a load port and a discharge port. Time charter is the hiring of a vessel for a fixed period of time; the owner still owns the vessel, but the charterer chooses the ports and guides the vessel where to go.

What is the difference between Charter party Bill of Lading and Marine Bill of lading?

Differences Between the Charter Party Bill of Lading and the Marine Bill of Lading: Charter Party Bill of Lading includes a rule specifying that it is subject to a Charter Party. The Marine bill of charge does not contain such a clause or a similar wording.

How to find the Charter party in a bill of lading?

Charter party bill of lading is another form of bill of lading used in the maritime mode of transport. If a shipper or group of shippers arranges for their goods to be chartered to their final destination, a vessel shall be chartered. This chartered vessel is intended to carry the goods solely for certain shippers or shippers.

What is Laytime in Charter Shipping contract?

Legislation can be specified as the amount of time permitted for a ship in a charter for the loading and unloading of cargo at a port. If the ship fails to complete the work within this allocated time and the ship is forced to remain at the port for a longer period of time, then the ship owner will be liable to demolition (fine).

What is freight payable in a Charter party?

“Freight” means the remuneration owed by the charterers to the owners for the performance of the contract. In the contract, it may be referred to as charter party freight. “Freight” is always payable in part in advance under the terms of the charter party, e.g. on loading or on the issue of bills of lading.

Charter Party Shipping Contract at CLP:

The legal team of Counsels Law Partners CLP are highly experienced in providing all kinds of services related to Admiralty and Maritime legal services. For queries or legal assistance, please reach us at:

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

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

 

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