The consulting flowchart to establish a business in Bangladesh
The consultation to establish a company or a local corporation in Bangladesh
***We could provide the service of consulting.
The consultation related to the procedure to establish and budget in
***We could provide the necessary information, such as the research of marketing, the decision of form to establish.
To decide to investment in Bangladesh and establish a company in Bangladesh
***We could help you make a decision which form should be established
The registration of your corporation in Bangladesh
***We could provide the service to establish and registrar a corporation in Bangladesh.
The completion for establish a corporation in Bangladesh
***We could introduce an office or company house by the real estate, which cooperated with our company.
The forms of business to establish in Bangladesh
The forms of business can be established below :-
(1) Limited Liability Company
① Company Limited by Shares
- public Limited Company
- Private Limited Company
② Company Limited by Guarantee
③ Unlimited Company
(2) A Branch Office
(3) Representative Office
The characteristics of forms of business in Bangladesh
- Tax rate
- Limited Company
- Public: 27.5%
- Impossible to be owned by foreign firm of 100%
- Restrictions to base on capital and industry
- Private: 37.5%
- Branch office
- Foreign 27.5%
- Treated as a foreign corporation
- Taxation at demotic source in Bangladesh
- Representative office
- Prohibited to do a business
To establish a company in Bangladesh
Company Limited by Shares, Company Limited by Guarantee and Unlimited Company are the three forms of limited companies in Bangladesh.
(1) Company Limited by Shares
The company limited by shares is that the liabilities of shareholders are decided by the price of shares they got. It’s classified by private limited company and public limited company. Private limited company has a limit of transfer for shares. The shareholders are limited from two to fifty members and at least two members of directors are required. And the shares cannot be issued in the stock market.
The shareholders of seven members are required for public limited company and there is not upper limit. At least three directors are necessary and the stocks can be issued in the stock market.
The comparison of Public Limited Company and Private Limited Company
- Private Limited Company
- Public Limited Company
- Minimum shareholders
- 2 members (50 upper limit)
- 7 members (no upper limit)
- Maximum directors
- 2 members
- 3 members
- Stock issue
- Bond issue
(2) Company Limited by Guarantee
Company Limited by Guarantee is a corporation that the upper limit of liability is stipulated in the Article of association advance. The liability of shareholders can be accused by debtors is limited and the sphere of liability is limited by the Article of association advance is a characteristic of Company Limited by Guarantee.
(3) Unlimited Company
The Unlimited Company has an unlimited liability for the debtors.
The procedure to establish business in Bangladesh
① To employ an accountant or lawyer
The application for name of corporation is possible by your self. However, the procedure to establish business is very complicated in Bangladesh, so it is general to employ an accountant or lawyer. In Bangladesh, the salary of lawyer is more expensive than accountant nowadays. Therefore, the foreign company would like to employ an accountant.
② To register the name of company
In order to make sure whether other company keeps the same name of business or not, it is necessary to apply to the Registrar of Joint Stock advance to do the Name Clearance through an accountant or lawyer who has been employed.
③ To decide the Articles of association
It is necessary to decide an Articles of association based on the Company Act in 1994. The Articles of association is made up of Memorandum of Association and Articles of Association. The basic and significance information is mentioned in the Memorandum of Association. And the ways of management and some rules are stipulated in the Articles of Association.
④ To do a payment of the capital
The receipt of payment of capital must be submitted when register a company in Bangladesh. Therefore, it is necessary to pay the capital and get the receipt from bank before establish and register a company.
⑤ To acquire the Name Clearance to establish a company
The necessary documents must be submitted to the Register of Joint Stock Companies and it is also necessary to acquire the Certificate of Incorporation. The formats can be acquired in the Register of Joint Stock Companies.
⑥ To register to the BOI
Foreign companies that business to establish in Bangladesh is required to register to the BOI. It takes about one week to one mouth and it is no need to update after registration.
⑦ Account establishment
The necessary documents are required to submit to bank. The account can be established in one day, but actually the additional documents are also required. Therefore, it is general to take about one mouth.
⑧ To obtain a permit of Bangladesh Bank
The Foreign Exchange Act 18A (for individuals) and 18B (for corporations) require that foreign companies should obtain a permit to establish business from Bangladesh Bank through Business Banks which foreign companies set up an account. It is required to update every year and it is free to update. It takes about one mouth.
⑨ To obtain a employment visa.
After establish a company, foreign companies can acquire an employment visa in the Ambassador to Bangladesh. Before foreign companies acquire a work permit, the temporary visa is required.
⑩ To acquire a work permit
Foreigners who will work in Bangladesh, the work permit is necessary. If the person who has acquired an employment visa in the case of ⑨, it is required to obtain a work permit within 15 days. In the case of employing a foreigner in the areas expect EPZ, it is needed to apply for a foreign work permit from the BOI.
⑪ Trade License
The trade license can be applied and acquired from the local government of the corporation. It is required to update every year. And after obtaining the trade license, foreign companies can start a business.
⑫ To apply an employment visa
After acquiring a work permit, it is possible to register a real employment visa. It is possible to acquire it from the Bangladesh Ambassador to your country and Department of Immigration & Passport.
⑬ To acquire Tax Identification Numbers
It is required to acquire a Tax Identification Numbers in National Board of Revenue. After acquiring it, it is no need to update.
The procedures to establish a branch and representative office
In the case of to establish a branch or a representative office in Bangladesh, the followings are the required documents to submit to BOI:
Articles of association;
Certificate of Incorporation;
The director of head office, the nationality and name of manager;
The resolution of BOD (Board of Director) for Bangladesh Branch or Representative Office;
The financial report has been audited of prior year;
The organization chart of a branch or representative office
The activities of a branch or representative office
**All of the documents mentioned above are required to certificated in the Bangladesh Ambassador to your country or Business Center.
To learn more about our incorporation assistance and a range of services related to establish a business in Bangladesh, please send us a message or call us at (+880)17-8777-5740.