Electronics company formation in Bangladesh:

This document discusses how to incorporate or register a business in Bangladesh. In accordance with the Companies Legislation of 1994, business incorporation in Bangladesh takes a variety of forms and procedures; under the act, company registration procedures in Bangladesh vary based on the type of company registration one may choose in Bangladesh.

To comprehend how to incorporate or register a company in Bangladesh, we must first comprehend the type of company you wish to incorporate or register. If one is unaware of the correct and relevant company establishment procedure in Bangladesh, the process could be difficult.

Steps of founding a Electronics industry in Bangladesh:

Some common questions from our clients about electronics industry formation in Bangladesh:

1. What are the requirements for starting an electronics company in Bangladesh?

To start an electronics company in Bangladesh, you will need to conduct market research and analysis, develop a business plan, choose a business name and register it, obtain necessary licenses and permits, find a suitable location for the company, acquire necessary equipment and supplies, hire employees, set up a system for bookkeeping and financial management, and establish relationships with suppliers and distributors.

2. What licenses and permits are required to operate an electronics company in Bangladesh?

The specific licenses and permits required to operate an electronics company in Bangladesh will depend on the nature and scale of the business. Some common examples include a Trade License, VAT Registration Certificate, and Environmental Clearance Certificate.

3. Can foreign investors own and operate an electronics company in Bangladesh?

Yes, foreign investors are allowed to own and operate electronics companies in Bangladesh. However, they will need to follow the same steps and requirements as domestic investors, including obtaining necessary licenses and permits, and complying with local laws and regulations.

4. Is it necessary to have a local partner to operate an electronics company in Bangladesh?

It is not necessarily required to have a local partner to operate an electronics company in Bangladesh. However, having a local partner can be beneficial in terms of navigating the local business environment, establishing relationships with suppliers and distributors, and complying with local laws and regulations.

5. What are the tax implications for electronics companies in Bangladesh?

Electronics companies in Bangladesh are subject to various taxes, including corporate income tax, value-added tax (VAT), and customs duties on imported goods. The specific tax rates and obligations will depend on the nature and scale of the business.

6. What are the employment laws and regulations that apply to electronics companies in Bangladesh?

Electronics companies in Bangladesh are subject to various employment laws and regulations, including those related to minimum wage, working hours, leaves of absence, and health and safety. It is important to familiarize yourself with these laws and ensure that the company is in compliance.

7. What are the intellectual property rights protections available to electronics companies in Bangladesh?

Electronics companies in Bangladesh are entitled to protection of their intellectual property rights, including patents, trademarks, and copyrights. It is important to register any relevant IP assets to secure legal protection and prevent others from infringing on them.

8. Can electronics companies in Bangladesh export their products?

Yes, electronics companies in Bangladesh are allowed to export their products to other countries. However, they will need to comply with any relevant export regulations and requirements, such as obtaining necessary licenses and certificates, and paying applicable duties and taxes.

9. What are the regulations on advertising and marketing for electronics companies in Bangladesh?

Electronics companies in Bangladesh are subject to various regulations on advertising and marketing, including those related to truth in advertising, consumer protection, and data privacy. It is important to familiarize yourself with these regulations and ensure that the company is in compliance.

10. Are there any environmental regulations that apply to electronics companies in Bangladesh?

Yes, electronics companies in Bangladesh are subject to various environmental regulations, including those related to pollution, waste management, and natural resource conservation. It is important to familiarize yourself with these regulations and ensure that the company is in compliance.

11. Can electronics companies in Bangladesh participate in government procurement?
    
    Yes, electronics companies in Bangladesh can participate in government procurement. The procurement process and requirements are regulated by Public Procurement Act 2006 (PPA) and Public Procurement Rules 2008 (PPR). These rules are set up to ensure transparency, fairness, and competition in government procurement, and companies must follow these regulations to participate in the bidding process.
    
12. What are the regulations on labor laws and workers rights in the electronics industry in Bangladesh?
    
    The labor laws and workers rights in the electronics industry in Bangladesh are regulated by the Bangladesh Labor Law 2006. This law provides protections for workers such as, fair wages, safe working conditions, prohibition of child labor, and the right to form trade unions. Companies operating in the electronics industry in Bangladesh must abide by these regulations and ensure that their workers have access to these rights and protections.

Therefore, this tutorial will assist in comprehending the step-by-step company incorporation process in Bangladesh. In Bangladesh, the procedure for incorporating a company is governed by numerous statutes and regulations. RJSCin Bangladesh, also known as the Registrar of Joint Stock Companies (RJSC), is the regulatory agency in charge of Company registration in Bangladesh. Following will provide an idea of the process and requirements for incorporating/registering a company in Bangladesh.

• Create and establish your new business.
• Provide our office as the registered office for your company.
• Monitor changes in corporate legislation and maintain compliance.
• Maintain all required registers and send all paperwork to Companies House.
• Complete all transfer forms and certificates
• File your Annual Return
• Advise on general company law and minority interest protection.
• You have a ready-made corporation with all forms filed and organized properly.
• You remain in complete compliance with all statutory company law laws. You escape any penalties and fines.
• You save work and time
  

Fire License for Electronics company formation in Bangladesh –

Buildings and commercial organizations are required to obtain a fire license in respect of the environment and to protect the safety of the facility and its employees. It is issued by the Fire Service and Civil Defense (FSCD) authority under the Ministry of Home Affairs, Bangladesh.

The documents which are required to be submitted to obtain a fire license are as follows :-

1. Prescribed application form;

2. Layout of the establishment;

3. Annual valuation certificates;

4. Deed of agreement;

5. Memorandum and Articles of Association, in case of company;

6. Registration certificate;

7. Trade license;

8. No objection certificate;

9. Clearance certificate from the FSCD office;

10. Deposit slip/treasury challan. 

BIDA Registration (Local and Foreign Investment Projects) for Electronics company formation in Bangladesh:

If it is a manufacturing firm, it must be registered with the BIDA in order to receive numerous monetary and non-monetary incentives from the Bangladeshi government.

The following documents are required for registration with BIDA for local investment projects: –

1. Prescribed application form;

2. Background of directors or partners;

3. Project profile;

4. Memorandum and Articles of Association;

5. Certificate of incorporation;

6. Trade License;

7. Deed of proposed land;

8. Pay order or bank draft of registration fee;

9. TIN Certificate.

The documents required for registration with BIDA for foreign Electronics industry investment projects –

1. Prescribed application form;

2. List of shareholders/directors;

3. Project profile;

4. Memorandum and Articles of Association;

5. Encashment Certificate;

6. Certificate of incorporation;

7. Deed of proposed land;

8. Joint Venture Agreement;

9. List of machinery;

10. Trade License;

11. Pay order or bank draft of registration fee;

12. TIN Certificate.

Certification Mark from BSTI – There are 27 electronic products that fall under the mandatory Certification Marks (CM) scheme of BSTI, which means that the marketing of any of these items requires a conformity certificate of Bangladesh Standard from BSTI, and there are 10 electronic products that must be certified prior to customs clearance if they are imported.

Certification mark for Electronics company formation in Bangladesh:

The documents required to obtain Certification Mark as follows:

1. Trade license (in favour of Factory premises)

2. Premises license (Sanitary license)/ Environment Clearance Certificate (where necessary)

3. TIN Certificate

4. Trade mark Registration

5. Registration from BIDA/BSCIC (if any)

6. Calibration Certificate of measuring equipments

7. Factory layout

8. Process flow chart

9. List of manufacturing machineries

10. List of testing equipment

11. Quality Control Plan/Scheme

12. Product Label/ Packet

LEGAL ISSUES for Electronics company formation in Bangladesh:

Annual General Compliances of Business Entities – Entities are required to comply with annual filing requirements, such as updating trade license at the respective city corporation, renewing chamber membership, renewing IRC & ERC, filing taxes, updating the annual filings at the RJSC for limited liability companies, and renewing branch office permission at BIDA when it expires.

Implications of Contract Law – The entities’ interaction with dealers/vendors who provide products or services to the business is an integral component. When selling items to dealers or receiving goods and/or services from vendors, there should be a dealership/vendor agreement in place.

Vendor Agreements can include a wide range of services, including software, professional services, office supplies, technical services, event organizing, marketing, and consultants. In the event of a dispute, the agreement, in addition to the applicable laws, plays a crucial part in resolving the dispute; therefore, it is crucial to protect one’s interests when drafting agreements.

The franchise agreement is also an essential component of this industry, since numerous businesses bring the products of international bands to market as franchisees. It is essential that this agreement be drafted with all legal aspects clarified, particularly in accordance with Bangladesh Bank’s foreign exchange requirements. This will be useful when remitting royalties to the franchisor via banking channels. Foreign owners may also remit the dividend after deducting the applicable taxes, in addition to the royalty payment.

Requirements Labour laws for Electronics company formation in Bangladesh:

The entities must ensure that their relationships with their employees comply with Bangladesh’s labor regulations. Employees must have a letter of appointment that specifies their job title, job description, remuneration, benefits and welfare, applicable working hours and leaves, etc. It should be highlighted that an employer cannot, via contract or appointment letter, supply less than what the labor laws require. It is also the responsibility of the employer to ensure a safe and healthy work environment.

Foreign Exchange regulations– Entities with foreign investors must ensure that the initial investment is made through proper banking channels, e.g., at the time of company incorporation or buying shares of an existing company, the foreign investors should be remitting the share capital amount from their foreign bank account Company’s bank account with a note reading “investment in the share capital of (Name of Company)”. This will demonstrate that the investment was made through the proper channels, and when remitting the profit, these initial investment paperwork and information will facilitate a smooth transfer in accordance with Bangladesh Bank regulations.

Certification Marks from BSTI – Standards Catalogue 2018 includes a list of 166 items subject to BSTI’s mandatory Certification Marks (CM) scheme.

In other words, the marketing of any of these things requires a Bangladesh Standard conformity certificate from the BSTI. There are 27 electrical and electronic products among these things (Number 140-166 in the product list of BSTI). BSTI also released a list of 55 imported products subject to obligatory certification prior to customs clearance, 10 of which are electrical and electronic devices.

Clearance from Customs – Entities importing electrical products must obtain clearance from Customs. The following documents must accompany the declaration for all types of imports: Letter of Credit (L/C), Invoice, Bill of Lading/AWB/Truck Receipt/Railway Receipt, Packing List, “Country of Origin” Certificate, Insurance Policy/Cover Note, and VAT/BIN Certificate (Bangladesh Customs 2017). The importer (or his C&F agent) is responsible for paying duties and taxes once they have been assessed by Customs. Customs issues a clearing release order upon payment of assessed duties and taxes. Upon completion of port procedures, items are then cleared.

Trademark Laws for Electronics company formation in Bangladesh

After the registration of the entity, it may apply to the Department of Patents, Designs, and Trademarks (DPDT) for registration of its trademarks and/or other Intellectual Property in order to protect trademarks and other IP-related matters. A trademark registration application must be submitted to the Trademark Registry Wing of the DPDT.

An application for the registration of a trademark must consist of the following-

• the Mark /Logo

• Name of the Applicant.

• Detailed Address of the Applicant

• Nationality of the Applicant.

• Status of the applicant i.e. Manufacturers /Service Providers/Merchandisers / 

• Specification of Goods 

• Specification of Class.

• Whether the mark is in use or proposed to be used in Bangladesh – User date of the mark

• The requirement of general/specific power of attorney

• Application fee

Acceptance or Rejection of Trademark:

Once the application is made and the documents are verified and accepted by the Registrar, the same shall be provided to the journal publication to find out whether there is any objection against such mark. If there is an objection, the same shall be decided by the Registrar, based on the documents submitted by both the parties.  

However, if there is no opposition, DPDT will inform the applicant to pay certification fees and subsequently provide the registration certificate of the trade mark.  It usually takes 3 to 5 years to obtain the final trademark registration certificate. In the meantime, the entity can start using the mark. Generally, starting from the date of filing, a registered trademark is valid for an initial period of seven (7) years.  Thereafter, renewable for successive periods of Ten (10) years.

INTRODUCTION OF Tahmidur Rahman Remura Wahid TRW AND ITS SERVICES:

Tahmidur Rahman Remura Wahid TRW Associates, a full-service law practice, providing all forms of legal and financial services through its trained and experienced personnel.
Registration and licensing of entities: Tahmidur Rahman Remura Wahid TRW Associates offers services for establishing entities in Bangladesh, such as sole proprietorships, partnerships, and/or limited liability companies, as well as obtaining the necessary permits from the appropriate government agency. The services include drafting relevant documents, forms, and providing the required document list and procedure, as well as submitting the application with the relevant documents to the appropriate government office, liaising with them throughout the verification process, and obtaining the required certified documents.

Drafting and vetting agreements for Electronics company formation in Bangladesh :

As stated previously, the entities require the drafting of various types of agreements, such as vendor, employment, and franchises agreements, which are required to be drafted in accordance with the applicable laws of Bangladesh, while at the same time safeguarding their interests in order to use these agreements to their advantage in the event of future disputes.

Legal Opinion and/or Due Diligence Report:

Tahmidur Rahman Remura Wahid TRW Associates gives legal opinion to clients in connection to the implication of laws and its impact on various matters, enabling them to make informed business decisions by taking the legal element into account.
In addition, Tahmidur Rahman Remura Wahid TRW Associates provides interested clients with a due diligence report for their entities that identifies all legal criteria that must be met and any non-compliances that must be addressed.
Case management services: Tahmidur Rahman Remura Wahid TRW Associates has a formidable litigation team that assists and represents clients in all sorts of litigation before courts and tribunals.

Companies should plan for the pandemic and for situations in which the outbreak has a negative impact on business in general and on the fulfilment of commercial contracts in particular. Specifically, businesses should analyze their contractual right to use force majeure and defer fulfillment of their obligations without incurring a penalty.

A force majeure event is an unforeseen occurrence or circumstance that is beyond the parties’ control. These occurrences include acts of God (such as natural disasters) and war, strike, riots, etc. If a force majeure provision can be successfully used, the parties are often released from their respective contractual obligations and/or responsibilities. A force majeure clause does permit a party’s complete failure to perform, but only for the length of the force majeure occurrence. If properly prepared, the force majeure clause may indicate that if a force majeure situation continues for longer than a specified period, either party may terminate the contract without incurring any financial penalties.

The idea of force majeure has no formal statutory basis under Bangladeshi law. All contracts are governed by the Contract Act 1872 (the “Act of 1872”). The doctrine of frustration is protected by Section 56 of the Act of 1872, which states that a contract is void if its performance becomes impracticable or if, for some reason, it becomes unlawful after it has been entered into.

Therefore, if the contract becomes difficult to execute due to Corona, and the defaulting party did not know, or with reasonable diligence could not have known, that the contract would become impossible to perform, the contract will be considered void under Bangladeshi law. A null contract has the effect that it cannot be enforced by law and the parties are released from their respective duties.

In the absence of an appropriately worded force majeure clause, parties in Bangladesh may be able to rely on the existing provisions of Bangladeshi law – specifically Section 56 of the Act of 1872 – in order to excuse themselves from the timely performance of their respective obligations under the contract.

In addition, the government of Bangladesh has announced a package worth BDT 500,000,000,000 to avert a possible recession resulting from the pandemic. The business entities are optimistic that if this sector contributes its due share to the aforesaid package, it would be able to stimulate the local economy and help end the recession.

Taxation for Electronics company formation in Bangladesh:

The current general tax rate in Bangladesh is 32.5 percent, as stipulated by its legislation. Locally formed limited liability companies are required to submit a number of reports to the National Board of Revenue (NBR), such as a Tax Identification Number (TIN) application, a monthly tax deduction statement, a half-yearly withholding tax statement, a yearly statement related to the tax return submission of its employees, and a yearly statement related to the salary paid by the company to its employees.

Quarterly Advance tax deposit, Annual tax return submission, representing the company at appeal/hearing sessions, Monthly VAT return, etc. Tahmidur Rahman Remura Wahid TRW is able to provide guidance and assistance to ensure that all regulatory compliances are met, so allowing the business to operate without difficulty.

The Electronics and Accessories Business in Bangladesh is a thriving industry with constant demand. As the local demand for electronic goods continues to rise, there is a great deal of opportunity in the manufacturing sector. It has become exceedingly difficult for domestic investors in the manufacturing sector to meet demand, thus there is an opportunity for international investors to invest in this industry.

EXECUTIVE SUMMARY for Electronics industry formation in Bangladesh:

As demand on the local market continues to expand, the Electronics and Accessories market in Bangladesh has a tremendous amount of potential. Despite the fact that a significant amount of the existing local market is dependent on importing products and/or raw materials from other countries, a surge in both domestic and foreign investment has enabled Bangladesh to manufacture a variety of items domestically.

Investors may choose from Sole Proprietorship, Partnership Business, Branch Office, or Private Limited Company in order to participate in the Electrical business. To establish a business-friendly climate, BIDA has opened a one-stop services center for investors, where all services, from entity incorporation to post-incorporation licensing, are available.

Tahmidur Rahman Remura Wahid TRW Associates is a full-service law office that offers all types of legal and financial services, such as registering organizations, getting appropriate licenses, creating agreements and notices, and providing annual compliances and litigation services. Tahmidur Rahman Remura Wahid TRW Associates is comprised of competent Barristers and Advocates with competence in several legal fields, enabling them to provide the required services to a high degree, and allowing clients to acquire all essential and supplementary legal services under one roof.

Due to Corona Virus As a result of the closure of all borders and the reliance of our economy on the import-export sector, the global electronic industry is facing grave challenges. Due to the Covid-19 epidemic, there is an increase in demand in the Medical electronic sector. However, commerce has ground to a halt and factories have shuttered as a result of the closure of many key countries that export product components.

Nonetheless, it is anticipated that once the epidemic begins to subside, business will resume, and with the backing of the government-declared financial aid, this sector will quickly resume its steady expansion.