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Business Setup

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 Bangladesh

***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

ⅰPublic Limited Company

ⅱPrivate 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

・Forms

Corporation

Tax rate

・Characteristics

Limited Company

Domestic

・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

Foreign

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

・Items

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

Cannot

Can

・Bond issue

Cannot

Can

(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:

Application format;

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 Centre.

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 +81-3-5369-2930.