Energy company incorporation in bangladesh
Incorporation of energy companies in Bangladesh:
Bangladesh’s energy sector is overseen by the Ministry of Power, Energy, and Mineral Resources. The Energy and Mineral Resources Division, the Power Division, the Sustainable and Renewable Energy Development Authority (SREDA), the Power Cell, and the Bangladesh Energy Regulatory Commission (BERC) are some of the organs that regulate the energy sector. The most important Acts, Rules, and Regulations include the Electricity Act of 2018, the Bangladesh Energy Regulatory Commission Act of 2003, the SREDA Act of 2012, the Gas Cylinder Rules of 1991, and the Bangladesh Gas Act of 2010.
LICENSING PROCESS for Energy company incorporation in bangladesh in 2023
In Bangladesh, the automobile industry can be conducted through the formation of a company:
Energy company incorporation in bangladesh:
A company lawfully registered in Bangladesh may participate in any business activity permitted under its Object Clause, as stated in its Articles of Association. A firm in Bangladesh may be either public or private. For the formation of a public company, a minimum of seven shareholders are necessary. Alternatively, a minimum of two shareholders is required to incorporate a private corporation. A private corporation cannot invite the public to subscribe for its shares, but a public firm can offer its shares to the general public. In actuality, private companies are the most preferred business structure for both foreign and domestic entrepreneurs. There are no restrictions on foreign equity involvement for foreign direct investment, hence 100 percent foreign equity is permitted. Foreign investment gets the same level of protection and security as domestic investment in Bangladesh. The laws of Bangladesh guarantee non-discrimination between international and domestic investment, as well as the repatriation of share sales revenues and profits.
The following actions must be taken to establish a Energy company incorporation in bangladesh:
- The prospective company must get a Name Clearance from the Registrar of Joint Stock and Companies.
2. Creating and signing the following documents:
• The company’s Memorandum and Articles of Incorporation;
• Form I: Declaration On Company Registration;
• Form VI: Notice Of Registered Office Location;
• Form IX: Director’s authorization to act;
• Form X: List of Individuals Who Consent to Serve as Directors;
• Form XII: Director, manager, and managing agent information
- Establishing a temporary bank account for the Proposed Company with any Bangladeshi bank on the list
- Transfer the paid-up capital amount from each foreign shareholder’s account to the Bangladeshi bank account of the proposed company.
- Obtain an encashment certificate from the Bank of the Proposed Company for each international transaction.
6. Submit the required documentation to the Company House.
- Pay the Government Registration Fees
8. Obtain the certificate of registration from the RJSC.
Required Company Formation Documents:
a) A copy of the company’s Valid Name Clearance;
b) An executed copy of the company’s memorandum and articles of incorporation.
c) Copy of Form I: Declaration On Registration Of Company, duly signed;
d) Copy of Form VI: Notice Of Situation Of Registered Office, duly executed;
e) Copy of Form IX: Consent of director to act, duly executed;
f) Copy of the executed Form X: List of Individuals Consenting to Serve as Directors;
g) Copy of Form XII: Particulars of the directors, manager, and managing agents, duly signed and dated;
h) Copies of shareholder and director identification cards (for Bangladeshi nationals);
I Copies of Shareholder Identification Number (TIN) Certificates (for Bangladeshi Nationals);
j) Copies of shareholders’ and directors’ passports (for foreign nationals);
k) Photos of shareholders and directors in passport format;
l) Bank Encashment Certificate for each international shareholder;
m) Receipt of the government fees’ payment.
A 100% foreign-owned company can also register as a Branch Office to engage in energy business, in addition to the above-mentioned relevant formats. However, a Branch office can only serve the job envisioned by the parent firm if Bangladesh Investment Development Authority has granted prior authorisation. Depending on the expansion/scope of the business, further licenses or approvals may be necessary following the formation of the specific firm.
Additional Permissions for Energy company incorporation in bangladesh
The following are the additional licenses required to develop an energy industry:
I. Trade License;
II. TIN Certificate;
III. VAT Registration Certificate;
iv. Registration of Projects for Industrial Investment;
V. Factory Layout Authorization;
vi. License of the Factory;
viii. Certificate of Import Registration (applicable to Import Businesses);
IX. Certificate of Export Registration (applicable to Export Businesses);
X. Environment Clearance Certificate;
XI. Fire License;
x. Registration of the Trademark;
xi. License for captive power plants (CPP).
The procedure for acquiring extra licenses is outlined below:
Trade License for Energy company incorporation in bangladesh:
The most crucial prerequisite for launching a business in Bangladesh is acquiring a trade license. Every business entity is required to get a Trade License from the appropriate local government body. To obtain a Trade License, a complete application must be submitted to the appropriate local governmental entity (i.e., City Corporation/Municipal Corporation/Union Parishad) along with the required documentation.
TIN Certificate Energy company incorporation in bangladesh::
To track tax payments, the government of Bangladesh issues TIN Certificates to individuals and businesses. The National Board of Revenue (NBR) is the only organization authorized to issue TIN Certificates. To receive the TIN Certificate, one must submit an online application to the NBR.
VAT Certificate for Energy company incorporation in bangladesh:
Every business is needed to have a Taxpayer Identification Number in order to conduct business (BIN). A BIN can be obtained through the National Board of Revenue’s VAT registration process. Every business organization must get a certificate of VAT registration. To obtain the VAT Certificate, the NBR must receive an online application along with the required supporting documentation.
Registration of Project for Industrial Investment:
Local or foreign industrial businesses in Bangladesh must register with the Bangladesh Investment Development Authority (BIDA). To register an Industrial Investment Project with the BIDA, an application and the required documentation must be submitted.
Factory Layout Acceptance for Energy company incorporation in bangladesh::
The Department of Inspection for Factories and Establishments (DIFE) must grant written permission prior to the use, modification, or enlargement of any dwelling, building, or premises as a factory. The DIFE must receive an application accompanied by the required documentation in order to grant approval for the proposed layout.
License of Manufacturer for Energy company incorporation in bangladesh::
Each owner or occupant must submit an application for registration and licensing of factory to the Department of Inspection for Factories and Establishments (DIFE) within thirty (30) days prior to the start of factory operations.
Certificate of Membership
The entrepreneur must become a member of a local Chamber of Commerce and Industry or appropriate Trade Association after establishing the respective business. The membership application is accessible at the office of the respective Chamber of Commerce or Trade Association.
Certificate of Import Registration and Certificate of Export Registration:
An importer who possesses an Import Registration Certificate (IRC) and an exporter who possesses an Export Registration Certificate (ERC) are able to import and export any permissible goods without any value or quantity restrictions or approval from any authority. The Office of the Chief Controller of Imports and Exports (CCI&E) provides applicants with Import Registration Certificates and Export Registration Certificates. To obtain the IRC or ERC, an online application and supporting documentation must be submitted to CCI&E.
Environment Clearance Certificate for Energy company incorporation in bangladesh:
In Bangladesh, the Environment Clearance Certificate (ECC) is one of the essential permits required to launch an industrial unit or project. To get this Certificate, the owner of the industrial unit or project must submit an application to the Department of Environment along with the required documentation.
Fire License for Energy company incorporation in bangladesh:
Buildings and commercial organizations are required to obtain a fire license out of consideration for the environment and to safeguard the safety of the facility and its employees. It is issued by the Fire Service and Civil Defense (FSCD) body functioning under Bangladesh’s Ministry of Interior. To receive this license, the concerned entrepreneur of the industrial unit or project must submit a request to the FSCD along with the required documentation.
Application for Trademark Registration
After the registration of the entity, it may apply to the Department of Patents, Designs and Trademarks (DPDT), which is administered by the Ministry of Industries, for the registration of its trademarks and/or any other Intellectual Property. The Trademark Registry Wing of the DPDT must receive the required documentation for the registration of a trademark from a candidate.
License for Captive Power Plants (CPP)
To get a license for a Captive Power Plant of a certain MW, an application must be submitted to the Secretary of the Bangladesh Energy Regulatory Commission (BERC).
Required Documents for Energy company incorporation in bangladesh::
- Demand draft or money order for the Application fee;
Corporate Permission (if appropriate);
- Plant/factory site plan (if applicable);
- Listing of Generators;
- Copy of Fire License/Clearance certificate from the Bangladesh Fire Service and Civil Defense Department;
- Copy of Department of Environment Clearance Certificate for Captive Power Plant;
- Copy of the Corporation’s Certificate of Incorporation (where applicable);
- Copy of the most recent Trade License;
- Copies of the most recent Income Tax Certificate and VAT Registration Certificate
- Plant layout;
- Single-line diagram of power plant, substation, busbar, and grid connection;
- mechanism for grounding generators;
- Generator safeguarding system (s).
Foreign Investment Legislation in regards to Energy company incorporation in bangladesh::
The liberalized Industrial Policy and export-oriented, private sector-led economic strategy of Bangladesh offer substantial investment prospects to foreign businesses and individuals considering investing in Bangladesh. Except for a few regulated industries, Bangladesh welcomes private investment in all areas.
The energy sector is completely open to foreign investment. The government’s objective is to facilitate the increase of domestic and international private investment by fostering an enabling environment. The policy framework for foreign investment in Bangladesh is based on the Foreign Private Investment (Promotion & Protection) Act of 1980, which provides legal protection against nationalization and expropriation for foreign investment in Bangladesh. This also provides a non-discriminatory handling of international and local investments, as well as the repatriation of capital gains and income.
The Foreign Exchange Regulations Act of 1947, the Bangladesh Export Processing Zones Authority Act of 1980, the Bangladesh Private Export Processing Zone Act of 1996, the Bangladesh Economic Zone Act of 2010 and the Bangladesh Investment Development Authority Act of 2016 also address foreign investment.
Employment Law concerns for Energy company incorporation in bangladesh::
The Labour Act of 2006 primarily governs employment law in Bangladesh. In addition to this Statute, the Labour Rules 2015, the National Labour Policy 2012, the Bangladesh Labour Welfare Foundation Act 2006, the Bangladesh Labour Welfare Foundation Rules 2010, the National Occupational Health and Safety Policy 2013, the Domestic Workers Protection and Welfare Policy 2015, and the National Child Labour Elimination Policy 2010 all contain rules and regulations pertaining to this issue.
The Labour Act of 2006 addresses employment of labor, employer-employee relations, payment of wages and compensation for injuries to workers, leaves, benefits, formation of trade unions, resolution of industrial disputes, welfare, health, safety, and working conditions in the establishment, amongst other matters. Additionally, maternity benefits are provided to female employees. Note that if the company is established within an EPZ, the Bangladesh EPZ Labour Act 2019 will apply.
Contract Law: The center of the economic world is contractual agreement. It specifies the obligations and responsibilities of the parties on the subject of the contract. A contract binds both parties to its agreed-upon and stipulated conditions, such as the party’s liability in the event of a breach of contract and the extent to which it would reimburse the other party’s damages. It is advisable to take the utmost care while drafting the contract’s terms and conditions so that they accurately reflect the parties’ intentions. The Contract Act of 1872 governs all contracts in Bangladesh.
A force majeure event is an extraordinary occurrence or scenario beyond the parties’ control, such as an act of God, war, or natural disaster. Generally, a successful use of the force majeure clause releases the parties from their respective contractual responsibilities and/or liability. A force majeure clause does not totally excuse a faction’s failure to comply, but merely suspends it for a period of time. Section 56 of the Contract Act of 1872 of Bangladesh outlines the notion of frustration. According to this doctrine, a contract is null and void if its performance becomes impossible owing to the occurrence of an event or if it becomes unlawful after it has been entered into.
Compliances of the business entities – The entities must comply with the annual filing requirements, such as updating trade license at the respective city corporation, renewal of chamber membership, renewal of IRC & ERC, filing taxes, updating the annual filings at the RJSC, reporting to Bangladesh Bank, NBR, etc.
Property Law: In order to finalize the registration of the lease or purchase of the land, property laws must also be applied. The Land Reform Act of 2014, the East Bengal Tenancy Rules of 1954, the Survey Act of 1875, the Non-Agricultural Tenancy Act of 1949, the Registration Act of 1908, and the Transfer of Property Act of 1882 are the major statutes in these sectors.
Description of the Tahmidur Rahman Remura TLS and its services
Tahmidur Rahman Remura TLS Associates (Tahmidur Rahman Remura TLS) is a full-service corporate law firm that attempts to provide customers with a wide range of legal services rather than specializing on a single field of law. It is one of the largest and most reputable law companies in Bangladesh, providing domestic and international customers with legal counsel that fulfills their needs and expectations. Tahmidur Rahman Remura TLS provides all services associated with Company Incorporation, Sole Proprietorship, Partnership, and Foreign Company Registration, among others. Tahmidur Rahman Remura TLS law office has legal professionals that can guarantee a smooth legal process and assist in getting Certificates or Licenses required for Company Incorporation, including VAT Certificate, IRC/ERC, Name Clearance, Factory/Fire/Environmental License, TIN, Trade License, and other certificates.
Tahmidur Rahman Remura TLS may provide the following services for the establishment of Energy Business in Bangladesh:
Tahmidur Rahman Remura TLS offers an outstanding and capable team that can set up an energy business smoothly and quickly. Tahmidur Rahman Remura TLS’s legal counsel can assist clients through consultations and meetings and offer them with incorporation rules for any sort of business.
In order to incorporate any form of business, a number of deeds, contracts, and other documents must be created. The legal staff at Tahmidur Rahman Remura TLS can assist customers with the preparation and drafting of these documents.
Before establishing a business, it is necessary to find an appropriate piece of land. Tahmidur Rahman Remura TLS can give a service to the client by searching for an ideal location for the client’s business establishment. In addition, Tahmidur Rahman Remura TLS can assist with the drafting of lease agreements, the inspection of land by the appropriate land registry office, and the preparation for the acquisition of land, including registration.
Tahmidur Rahman Remura TLS can also assist with making payments of government fees to the proper authorities, such as BIDA or RJSC, and liaising with them to get incorporation documentation. Tahmidur Rahman Remura TLS, legal professionals have excellent working relationships with government authorities, making it simpler to obtain any certificate or license.
Trademark registration after Energy company incorporation in bangladesh:
Trademark/Copyright/Patent registration is sometimes required to incorporate a business in order to obtain protection against infringement, to add value to the organization, and to increase legal protection. Tahmidur Rahman Remura TLS aids its clients in getting Trademark/Copyright/Patent registration from the Department of Patents, Designs, and Trademarks (DPDT), so ensuring the company’s legal protection.
Tahmidur Rahman Remura TLS also offers services for obtaining or renewing any form of license; in order to undertake energy-related business, many licenses must be obtained. The legal staff at Tahmidur Rahman Remura TLS can help obtain these licenses and, if necessary, renew them on time.
Tahmidur Rahman Remura TLS provides clients with labor-related services, such as preparing employment agreements, resolving labor-related issues, and rendering legal opinions on labour legislation, among others.
Tahmidur Rahman Remura TLS is able to provide guidance and assistance in meeting routine legal requirements in order to facilitate the smooth operation of a firm.
Taxation after Energy company incorporation in bangladesh:
The current general tax rate in Bangladesh is 32.5 percent, as stipulated by its legislation. Locally created limited liability companies are required to submit a variety of reports to the National Board of Revenue (NBR), including: opening a Tax Identification Number (TIN), submitting an annual return, and submitting an annual return for the previous year. Monthly Tax Deduction Statement, Semi-Annual Withholding Tax Statement, Annual Statement Relating to Employee Tax Return Filing, Annual Statement Relating to Salary Paid by the Company to Employees. Quarterly Advance tax deposit, Annual tax return submission, representing the company at appeal/hearing sessions, Monthly VAT return, etc. Tahmidur Rahman Remura TLS may provide guidance and assistance to ensure that all regulatory compliances are met, allowing the business to operate without difficulty.
Commercial License for Energy company incorporation in bangladesh:
Bangladesh’s energy sector is the mother of all sectors. The vast majority of the nation’s economic activity depend on the availability of electricity or gas. In order to establish a Captive Power Plant or LPG Cylinder Gas manufacturing in Bangladesh, a number of steps must be taken. The procedures and their required documentation have been thoroughly discussed. It has been demonstrated that business registration must be conducted with earth BIDA or the RJSC. Additionally, a commercial license must be secured. The DIFE is the only entity with the capacity to grant manufacturers and establishments license to conduct business, provided certain conditions are met. The other applicable licenses and laws are mentioned.
In Bangladesh, the energy industry is thriving. In recent years, the demand for renewable energy such as solar electricity and LPG gas cylinders has expanded significantly. To start a factory, a number of procedures must be followed. First, a branch office or company must be created, followed by the acquisition of general licenses such as TIN, VAT, and Trade License.
The next step is to acquire the factory establishment license from DIFE. The approval of the building layout designs must be secured first, followed by the factory license. For the import of any production materials, an import license must be obtained from the relevant Ministry.
The office of the CCI&E must be contacted for an Import Registration Certificate and an Export Registration Certificate. Additional permissions, including an Environment Clearance Certificate, Fire License, and Trademark, are required.
As the premier corporate law firm in Bangladesh, Tahmidur Rahman Remura TLS Associates can undoubtedly assist its client in opening a business in this industry including Energy company incorporation in bangladesh:.
The firm’s seasoned business attorneys provide comprehensive services to their clients. The service includes incorporation of a Branch Office, drafting of the Memorandum of Association and Articles of Association for the proposed company, drafting of Forms IX and XII, registration and obtaining TIN certificate, VAT registration certificate, IRC & ERC, Trade License, Work Permit, Factory license, ECC, Fire license, Trade Mark etc. In addition, the services include the execution of various forms of contractual agreements (Power Purchase Agreement, Partnership Agreement, Lease Deed, etc.), as well as legal advice on a variety of matters (such as labour).
Are you planning to do Energy company incorporation in bangladesh?
The legal team of Tahmidur Rahman, The Law Firm in Bangladesh: TLS, The Law Firm in Bangladesh are highly experienced in providing all kinds of services related to forming and incorporating a Energy company incorporation in bangladesh. For queries or legal assistance, please reach us at:
E-mail: [email protected]
Phone: +8801847220062 or +8801779127165
Address: House 410, Road 29, Mohakhali DOHS