Company Registration in Bangladesh


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Company Registration in Bangladesh, Company Formation in Bangladesh, Company Incorporation in Bangladesh, Foreign Company Registration in Bangladesh, Foreign Company Formation in Bangladesh, Foreign Company Incorporation in Bangladesh, Company Registration Process in Bangladesh, Doing business in Bangladesh, Foreign Direct Investment in Bangladesh, India Bangladesh Trade relation, US Bangladesh Trade Relation, EU Bangladesh Trade Relation, Foreign Investment Guide Line in Bangladesh, Foreign Branch/ Liason office open in Bangladesh

Wholly foreign own share holding company registration in Bangladesh

Required documents are: 

a. Application Forms

b. Certificate of Incorporation
c. Memorandum of Association – MOA
d. Article of Association – AOA
e. Joint Venture Agreement (if any) 
f. Attested copy of deed agreement for rental premises
g. Project Profile
h. Background of the promoters (shareholders) 
i. List of Machineries indicating quantity and price
j. Copy of the relevant Loan documents
k. Pay Order/Bank draft for the fee

Other: 
1. Factory: Approval of Factory Plan
2. Bonded Warehouse License
3. Registration of Local Investment Project

Industrial Registration Application
Application for BOI Industrial Registration with following supporting documents: 
a. Project Profile
b. MOA
c. AOA
d. Land Information & Document
e. Machinery Details
f. Financing sources
g. TIN (Tax Identification Number) 
h. Import Registration Certificate- IRC
i. Export Registration Certificate – ERC
j. BOI Recommendation Letter (for Visa) 
k. Visa Application
l. Work permit
m. Environment Certificate
n. Social Compliance

Joint Venture Company Registration in Bangladesh

• Memorandum & Article of Association
• Trade License
• Tax Certificate (Company & Individual) 
• Encashment Certificate against Paid Up Capital (Encashment shall be issued by schedule bank of Bangladesh) 
• Passport copy
• Address in Bangladesh & Contact detail
• PI Visa (For investors) & EI Visa (For foreign employee) from BOI
• USD 50,000 has to deposit in terms of PI & EI Visa & inward remittance, Office expenses & so on as government rules. 

Branch Office open in Bangladesh, Liason Office open in Bangladesh

The following papers & information are required to open branch office: 
1. Government of Bangladesh (Ministry of Industries), BOI- Dhaka; 
2. Bangladesh Bank, Dhaka; 

Government of Bangladesh (Ministry of Industries)/ BOI
1. Full name, address, telephone, fax numbers of the principal company, with country of origin; 
2. Intended field of business in Bangladesh through proposed Branch Office; 
3. Function of the principal company/firm in brief; 
4. Date of operation of the proposed Branch Office; 
5. Period for which permission is sought; 
6. Proposed organizational set up of the company’s Branch Office; 
7. Initial approximate expenditure and operational expenses of the company’s Branch Office and source and nature of inflow of money required for running the Branch Office for the purpose; 
8. Certificate of Incorporation of the principal company and resolution of the Board of Directors to establish a Branch Office in Bangladesh, duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin
9. Power of Attorney given in favour of The Law Assistant duly notarized and authenticated by the High Commission of Bangladesh in the country of origin. 
10. Memorandum and Articles of Association of the principal company, duly executed, notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin
11. USD 50,000 has to deposit in bank initially as rules of government of Bangladesh for inward remittance, Work Permit, Office expenses & so on. 

Bangladesh Bank
1. Full name, address, telephone, fax numbers of the principal company, with country of origin; 
2. Place of incorporation and registration of the principal company in the country of origin; 
3. Name, address and nationality of the Directors of the principal company as well as their place of permanent residence; 
4. Authorized and paid-up share capital of the principal company, both equity and preferential (if applicable);
5. Any share held in the principal company by Bangladeshi national or company registered in Bangladesh with full particulars (name of the shareholder, nationality, number and value of shares held); 
6. Particulars of the activity (trading/commercial/industrial/consultancy) of the Principal Company; 
7. Name and address of the Bangladeshi agent/representative if any (including nature of activities undertaken or the services rendered by Bangladeshi agent/representative and term including remuneration payable to agent/representative); 
8. Source of finance to the Branch Office in Bangladesh; 
9. Whether surplus earning, if any in Bangladesh, to be remitted abroad; 
10. Whether any foreign personnel will be employed; if so, a list giving the names and nationalities of such persons, their designation, period of employment, for working in Bangladesh and particulars of government approval for their employment; 
11. Certificate of Incorporation of the principal company, duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin-two copies including one original; 
12. Memorandum and Articles of Association of the principal company, duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin – two copies including one original; 
13. Resolution passed by the Board of Directors for establishment of branch/liaison office in Bangladesh duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin-two copies including one original; 
14. Appointment letter of the local Manager/Branch Representative, if any, in the line of a Board Resolution duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin; 
15. List of local employees if appointed; 

Power of Attorney favouring the legal representative duly executed. 

What are the conditions given from BOI (normally) in case of opening branch office in Bangladesh BUT it varies upon activities & types of company? 
• You have to strictly follow foreign exchange regulations of government
• All operational , functional and establishment costs including salaries of the expatriates and local employees in your office will be met on receipt of remittance from abroad
• No outward remittance of any kind from Bangladesh sources will be allowed
• Quarterly return of any income and expenditure out of remittance from abroad shall have to be submitted to this Board , Dept Commissioner of Taxes , Companies Circle -17 and Bangladesh Bank
• No outward remittance of any kind from Bangladesh sources will be allowed
• You shall have to obtain security from the Ministry of Home, govt. of Bangladesh
• The company shall have to bring inward remittance of at least USD 50,000 within 2 (two) months from date of issue of permission letter as establishment cost and 6 months operational expenses. Failing which the company shall have to remit 5% additional amount for each month. 

Income Tax, Remittance of Foreign Investors
Investment in Bangladesh
Bangladesh offers generous opportunities for investment under its liberalised Industrial Policy and export-oriented, private sector-led growth strategy. All but four sectors (i.e. (1) arms and ammunition and other defence equipment and machinery, (2) forest plantation and mechanised extraction within the bounds of reserved forests, (3) production of nuclear energy, and (4) security printing and mining) are open for private investment in Bangladesh. The government’s role is that of a facilitator which helps create an enabling environment for expanding private investment, both domestic and foreign. The Board of Investment (BOI), established by the government for accelerating private investment, provides institutional support services to intending investors. 

Tax-holiday
Tax holiday facilities will be available for 5 or 7 years depending on the location of the industrial enterprise. For industrial enterprises located in Dhaka and Chittagong Divisions (excluding Hill Tract districts of Chittagong Division) the tax holiday facility is for 5 years while it is 7 years for locations in Khulna, Sylhet, Barisal, and Rajshahi, Divisions and the 3 Chittagong hill districts. Tax holiday facilities are provided in accordance with existing laws. The period of tax holiday will be calculated from the month of commencement of commercial production. Tax holiday certificate will be issued by NBR (National Board of Revenue) for the total period within 90 days of submission of application. 

Tax exemption
Tax exemptions are allowed in the following cases: 
* Tax exemption on royalties, technical know-how fees received by any foreign collaborator, firm, company and expert. 
* Exemption of income tax up to 3 years for foreign technicians employed in industries specified in the relevant schedule of the income tax ordinance. 
* Tax exemption on income of the private sector power generation company for 15 years from the date of commercial production. 
* Tax exemption on capital gains from the transfer of shares of public limited companies listed with a stock exchange. 

Accelerated depreciation
Industrial undertakings not enjoying tax holiday will enjoy accelerated depreciation allowance. Such allowance is available at the rate of 100 per cent of the cost of the machinery or plant if the industrial undertaking is set up in the areas falling within the cities of Dhaka, Narayangonj, Chittagong and Khulna and areas within a radius of 10 miles from the municipal limits of those cities. If the industrial undertaking is set up elsewhere in the country, accelerated depreciation is allowed at the rate of 80 per cent in the first year and 20 per cent in the second year. 

Concessionary duty on imported capital machinery
Import duty, at the rate of 5% ad valorem, is payable on capital machinery and spares imported for initial installation or BMR/BMRE of the existing industries . The value of spare parts should not, however, exceed 10% of the total C & F value of the machinery. For 100% export oriented industries, no import duty is charged in case of capital machinery and spares. However, import duty @ 5% is secured in the form of bank guarantee or an indemnity bond will be returned after installation of the machinery. Value added Tax ( Vat) is not payable for imported capital machinery and spares. 

Foreign Investment 
Private investment from overseas sources is welcome in all areas of the economy with the exception of the four reserved sectors (mentioned earlier). Such investments can be made either independently or through venture on mutually beneficial terms and conditions. Foreign investment is, however, especially desired in the following major categories of industries: 
* Export oriented industries 
* Industries in the Export Processing Zones ( EPZs) 
* High technology products that will be either import substitute or export oriented. 

Facilities/Incentives
(a) For foreign direct investment, there is no limitation pertaining to foreign equity participation, i.e. 100 percent foreign equity is allowed. Non-resident institutional or individual investors can make portfolio investments in stock exchanges in Bangladesh. Foreign investors or companies may obtain full working loans from local banks. The terms of such loans will be determined on the basis of bank-client relationship. 
(b) A foreign technician employed in foreign companies will not be subjected to personal tax up to 3 (three) years , and beyond that period his/ her personal income tax payment will be governed by the existence or non-existence of agreement on avoidance of double taxation with country of citizenship. 
(c) Full repatriation of capital invested from foreign sources will be allowed. Similarly, profits and dividend accruing to foreign investment may be transferred in full. If foreign investors reinvest their repatriable dividends and or retained earnings, those will be treated as new investment. Foreigners employed in Bangladesh are entitled to remit up to 50 percent of their salary and will enjoy facilities for full repatriation of their savings and retirement benefits. 
(d) Foreign entrepreneurs are, therefore, entitled to the same facilities as domestic entrepreneurs with respect to tax holiday, payment of royalty, technical know-how fees etc. 
(e) The process of issuing work permits to foreign experts on the recommendation of investing foreign companies or joint ventures will operate without any hindrance or restriction. Multiple entry visa” will be issued to prospective foreign investors for 3 years. In the case of experts,” multiple entry visa” will be issued for the whole tenure of their assignments. 

Other Incentives
• Citizenship by investing a minimum of US $ 500,000 or by transferring US$ 1,000,000 to any recognised financial institution ( Non-repatriable ). 
• Permanent residentship by investing a minimum of US$ 75,000 ( non-repatriable). 
• Special facilities and venture capital support will be provided to export-oriented industries under “Thrust sectors” . Thrust Sectors include Agro-based industries, Artificial flower-making, Computer software and information technology, Electronics, Frozen food, Floriculture, Gift items, Infrastructure, Jute goods, Jewellery and diamond cutting and polishing, leather, Oil and gas, Sericulture and silk industry, Stuffed toys, Textiles, Tourism. 

www.sfconsultingbd.com

Email contact@sfconsultingbd.com

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Foreign Company Registration in Bangladesh, Foreign Company Formation in Bangladesh


Foreign Company Registration in Bangladesh, Foreign Company Formation in Bangladesh, Foreign Investment in Bangladesh, Doing Business in Bangladesh, Starting Business in Bangladesh, How to start usiness in Bangladesh, Foreign Investment opportunity in Bangladesh

Company Registration in Bangladesh, Company Formation in Bangladesh, Company Incorporation in Bangladesh, Foreign Company Registration in Bangladesh, Foreign Company Formation in Bangladesh, Foreign Company Incorporation in Bangladesh, Company Registration Process in Bangladesh, Doing business in Bangladesh, Foreign Direct Investment in Bangladesh, India Bangladesh Trade relation, US Bangladesh Trade Relation, EU Bangladesh Trade Relation, Foreign Investment Guide Line in Bangladesh, Foreign Branch/ Liason office open in Bangladesh, Starting business in Bangladesh

Wholly foreign own share holding company registration in Bangladesh
Required documents are: 
a. Application Forms
b. Certificate of Incorporation
c. Memorandum of Association – MOA
d. Article of Association – AOA
e. Joint Venture Agreement (if any) 
f. Attested copy of deed agreement for rental premises
g. Project Profile
h. Background of the promoters (shareholders) 
i. List of Machineries indicating quantity and price
j. Copy of the relevant Loan documents
k. Pay Order/Bank draft for the fee

Other: 
1. Factory: Approval of Factory Plan
2. Bonded Warehouse License
3. Registration of Local Investment Project

Industrial Registration Application
Application for BOI Industrial Registration with following supporting documents: 
a. Project Profile
b. MOA
c. AOA
d. Land Information & Document
e. Machinery Details
f. Financing sources
g. TIN (Tax Identification Number) 
h. Import Registration Certificate- IRC
i. Export Registration Certificate – ERC
j. BOI Recommendation Letter (for Visa) 
k. Visa Application
l. Work permit
m. Environment Certificate
n. Social Compliance

Joint Venture Company Registration in Bangladesh

• Memorandum & Article of Association
• Trade License
• Tax Certificate (Company & Individual) 
• Encashment Certificate against Paid Up Capital (Encashment shall be issued by schedule bank of Bangladesh) 
• Passport copy
• Address in Bangladesh & Contact detail
• PI Visa (For investors) & EI Visa (For foreign employee) from BOI
• USD 50,000 has to deposit in terms of PI & EI Visa & inward remittance, Office expenses & so on as government rules. 

Branch Office open in Bangladesh, Liason Office open in Bangladesh

The following papers & information are required to open branch office: 
1. Government of Bangladesh (Ministry of Industries), BOI- Dhaka; 
2. Bangladesh Bank, Dhaka; 

Government of Bangladesh (Ministry of Industries)/ BOI
1. Full name, address, telephone, fax numbers of the principal company, with country of origin; 
2. Intended field of business in Bangladesh through proposed Branch Office; 
3. Function of the principal company/firm in brief; 
4. Date of operation of the proposed Branch Office; 
5. Period for which permission is sought; 
6. Proposed organizational set up of the company’s Branch Office; 
7. Initial approximate expenditure and operational expenses of the company’s Branch Office and source and nature of inflow of money required for running the Branch Office for the purpose; 
8. Certificate of Incorporation of the principal company and resolution of the Board of Directors to establish a Branch Office in Bangladesh, duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin
9. Power of Attorney given in favour of The Law Assistant duly notarized and authenticated by the High Commission of Bangladesh in the country of origin. 
10. Memorandum and Articles of Association of the principal company, duly executed, notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin
11. USD 50,000 has to deposit in bank initially as rules of government of Bangladesh for inward remittance, Work Permit, Office expenses & so on. 

Bangladesh Bank
1. Full name, address, telephone, fax numbers of the principal company, with country of origin; 
2. Place of incorporation and registration of the principal company in the country of origin; 
3. Name, address and nationality of the Directors of the principal company as well as their place of permanent residence; 
4. Authorized and paid-up share capital of the principal company, both equity and preferential (if applicable);
5. Any share held in the principal company by Bangladeshi national or company registered in Bangladesh with full particulars (name of the shareholder, nationality, number and value of shares held); 
6. Particulars of the activity (trading/commercial/industrial/consultancy) of the Principal Company; 
7. Name and address of the Bangladeshi agent/representative if any (including nature of activities undertaken or the services rendered by Bangladeshi agent/representative and term including remuneration payable to agent/representative); 
8. Source of finance to the Branch Office in Bangladesh; 
9. Whether surplus earning, if any in Bangladesh, to be remitted abroad; 
10. Whether any foreign personnel will be employed; if so, a list giving the names and nationalities of such persons, their designation, period of employment, for working in Bangladesh and particulars of government approval for their employment; 
11. Certificate of Incorporation of the principal company, duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin-two copies including one original; 
12. Memorandum and Articles of Association of the principal company, duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin – two copies including one original; 
13. Resolution passed by the Board of Directors for establishment of branch/liaison office in Bangladesh duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin-two copies including one original; 
14. Appointment letter of the local Manager/Branch Representative, if any, in the line of a Board Resolution duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin; 
15. List of local employees if appointed; 

Power of Attorney favouring the legal representative duly executed. 

Foreign Company Registration/ Formation/ Incorporation in Bangladesh

What are the conditions given from BOI (normally) in case of opening branch office in Bangladesh BUT it varies upon activities & types of company? 
• You have to strictly follow foreign exchange regulations of government
• All operational , functional and establishment costs including salaries of the expatriates and local employees in your office will be met on receipt of remittance from abroad
• No outward remittance of any kind from Bangladesh sources will be allowed
• Quarterly return of any income and expenditure out of remittance from abroad shall have to be submitted to this Board , Dept Commissioner of Taxes , Companies Circle -17 and Bangladesh Bank
• No outward remittance of any kind from Bangladesh sources will be allowed
• You shall have to obtain security from the Ministry of Home, govt. of Bangladesh
• The company shall have to bring inward remittance of at least USD 50,000 within 2 (two) months from date of issue of permission letter as establishment cost and 6 months operational expenses. Failing which the company shall have to remit 5% additional amount for each month. 

Income Tax, Remittance of Foreign Investors
Investment in Bangladesh
Bangladesh offers generous opportunities for investment under its liberalised Industrial Policy and export-oriented, private sector-led growth strategy. All but four sectors (i.e. (1) arms and ammunition and other defence equipment and machinery, (2) forest plantation and mechanised extraction within the bounds of reserved forests, (3) production of nuclear energy, and (4) security printing and mining) are open for private investment in Bangladesh. The government’s role is that of a facilitator which helps create an enabling environment for expanding private investment, both domestic and foreign. The Board of Investment (BOI), established by the government for accelerating private investment, provides institutional support services to intending investors. 

Tax-holiday
Tax holiday facilities will be available for 5 or 7 years depending on the location of the industrial enterprise. For industrial enterprises located in Dhaka and Chittagong Divisions (excluding Hill Tract districts of Chittagong Division) the tax holiday facility is for 5 years while it is 7 years for locations in Khulna, Sylhet, Barisal, and Rajshahi, Divisions and the 3 Chittagong hill districts. Tax holiday facilities are provided in accordance with existing laws. The period of tax holiday will be calculated from the month of commencement of commercial production. Tax holiday certificate will be issued by NBR (National Board of Revenue) for the total period within 90 days of submission of application. 

Tax exemption
Tax exemptions are allowed in the following cases: 
* Tax exemption on royalties, technical know-how fees received by any foreign collaborator, firm, company and expert. 
* Exemption of income tax up to 3 years for foreign technicians employed in industries specified in the relevant schedule of the income tax ordinance. 
* Tax exemption on income of the private sector power generation company for 15 years from the date of commercial production. 
* Tax exemption on capital gains from the transfer of shares of public limited companies listed with a stock exchange. 

Accelerated depreciation
Industrial undertakings not enjoying tax holiday will enjoy accelerated depreciation allowance. Such allowance is available at the rate of 100 per cent of the cost of the machinery or plant if the industrial undertaking is set up in the areas falling within the cities of Dhaka, Narayangonj, Chittagong and Khulna and areas within a radius of 10 miles from the municipal limits of those cities. If the industrial undertaking is set up elsewhere in the country, accelerated depreciation is allowed at the rate of 80 per cent in the first year and 20 per cent in the second year. 

Concessionary duty on imported capital machinery
Import duty, at the rate of 5% ad valorem, is payable on capital machinery and spares imported for initial installation or BMR/BMRE of the existing industries . The value of spare parts should not, however, exceed 10% of the total C & F value of the machinery. For 100% export oriented industries, no import duty is charged in case of capital machinery and spares. However, import duty @ 5% is secured in the form of bank guarantee or an indemnity bond will be returned after installation of the machinery. Value added Tax ( Vat) is not payable for imported capital machinery and spares. 

Foreign Investment 
Private investment from overseas sources is welcome in all areas of the economy with the exception of the four reserved sectors (mentioned earlier). Such investments can be made either independently or through venture on mutually beneficial terms and conditions. Foreign investment is, however, especially desired in the following major categories of industries: 
* Export oriented industries 
* Industries in the Export Processing Zones ( EPZs) 
* High technology products that will be either import substitute or export oriented. 

Facilities/Incentives
(a) For foreign direct investment, there is no limitation pertaining to foreign equity participation, i.e. 100 percent foreign equity is allowed. Non-resident institutional or individual investors can make portfolio investments in stock exchanges in Bangladesh. Foreign investors or companies may obtain full working loans from local banks. The terms of such loans will be determined on the basis of bank-client relationship. 
(b) A foreign technician employed in foreign companies will not be subjected to personal tax up to 3 (three) years , and beyond that period his/ her personal income tax payment will be governed by the existence or non-existence of agreement on avoidance of double taxation with country of citizenship. 
(c) Full repatriation of capital invested from foreign sources will be allowed. Similarly, profits and dividend accruing to foreign investment may be transferred in full. If foreign investors reinvest their repatriable dividends and or retained earnings, those will be treated as new investment. Foreigners employed in Bangladesh are entitled to remit up to 50 percent of their salary and will enjoy facilities for full repatriation of their savings and retirement benefits. 
(d) Foreign entrepreneurs are, therefore, entitled to the same facilities as domestic entrepreneurs with respect to tax holiday, payment of royalty, technical know-how fees etc. 
(e) The process of issuing work permits to foreign experts on the recommendation of investing foreign companies or joint ventures will operate without any hindrance or restriction. Multiple entry visa” will be issued to prospective foreign investors for 3 years. In the case of experts,” multiple entry visa” will be issued for the whole tenure of their assignments. 

Other Incentives
• Citizenship by investing a minimum of US $ 500,000 or by transferring US$ 1,000,000 to any recognised financial institution ( Non-repatriable ). 
• Permanent residentship by investing a minimum of US$ 75,000 ( non-repatriable). 
• Special facilities and venture capital support will be provided to export-oriented industries under “Thrust sectors” . Thrust Sectors include Agro-based industries, Artificial flower-making, Computer software and information technology, Electronics, Frozen food, Floriculture, Gift items, Infrastructure, Jute goods, Jewellery and diamond cutting and polishing, leather, Oil and gas, Sericulture and silk industry, Stuffed toys, Textiles, Tourism. 

CONTACT

http://www.sfconsultingbd.com
Email contact@sfconsultingbd.com

S & F CONSULTING FIRM LIMITED

 

 

Foreign Investment in Bangladesh


Company Registration in Bangladesh, Company Formation in Bangladesh, Company Incorporation in Bangladesh, Foreign Company Registration in Bangladesh, Foreign Company Formation in Bangladesh, Foreign Company Incorporation in Bangladesh, Company Registration Process in Bangladesh, Doing business in Bangladesh, Foreign Direct Investment in Bangladesh, India Bangladesh Trade relation, US Bangladesh Trade Relation, EU Bangladesh Trade Relation, Foreign Investment Guide Line in Bangladesh, Foreign Branch/ Liason office open in Bangladesh

Wholly foreign own share holding company registration in Bangladesh
Required documents are: 
a. Application Forms
b. Certificate of Incorporation
c. Memorandum of Association – MOA
d. Article of Association – AOA
e. Joint Venture Agreement (if any)
f. Attested copy of deed agreement for rental premises
g. Project Profile
h. Background of the promoters (shareholders)
i. List of Machineries indicating quantity and price
j. Copy of the relevant Loan documents
k. Pay Order/Bank draft for the fee

Other: 
1. Factory: Approval of Factory Plan
2. Bonded Warehouse License
3. Registration of Local Investment Project

Industrial Registration Application
Application for BOI Industrial Registration with following supporting documents:
a. Project Profile
b. MOA
c. AOA
d. Land Information & Document
e. Machinery Details
f. Financing sources
g. TIN (Tax Identification Number)
h. Import Registration Certificate- IRC
i. Export Registration Certificate – ERC
j. BOI Recommendation Letter (for Visa)
k. Visa Application
l. Work permit
m. Environment Certificate
n. Social Compliance

Joint Venture Company Registration in Bangladesh
• Memorandum & Article of Association
• Trade License
• Tax Certificate (Company & Individual)
• Encashment Certificate against Paid Up Capital (Encashment shall be issued by schedule bank of Bangladesh)
• Passport copy
• Address in Bangladesh & Contact detail
• PI Visa (For investors) & EI Visa (For foreign employee) from BOI
• USD 50,000 has to deposit in terms of PI & EI Visa & inward remittance, Office expenses & so on as government rules.

Branch Office open in Bangladesh, Liason Office open in Bangladesh
The following papers & information are required to open branch office:
1. Government of Bangladesh (Ministry of Industries), BOI- Dhaka;
2. Bangladesh Bank, Dhaka;

Government of Bangladesh (Ministry of Industries)/ BOI
1. Full name, address, telephone, fax numbers of the principal company, with country of origin;
2. Intended field of business in Bangladesh through proposed Branch Office;
3. Function of the principal company/firm in brief;
4. Date of operation of the proposed Branch Office;
5. Period for which permission is sought;
6. Proposed organizational set up of the company’s Branch Office;
7. Initial approximate expenditure and operational expenses of the company’s Branch Office and source and nature of inflow of money required for running the Branch Office for the purpose;
8. Certificate of Incorporation of the principal company and resolution of the Board of Directors to establish a Branch Office in Bangladesh, duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin
9. Power of Attorney given in favour of The Law Assistant duly notarized and authenticated by the High Commission of Bangladesh in the country of origin.
10. Memorandum and Articles of Association of the principal company, duly executed, notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin
11. USD 50,000 has to deposit in bank initially as rules of government of Bangladesh for inward remittance, Work Permit, Office expenses & so on.

Bangladesh Bank
1. Full name, address, telephone, fax numbers of the principal company, with country of origin;
2. Place of incorporation and registration of the principal company in the country of origin;
3. Name, address and nationality of the Directors of the principal company as well as their place of permanent residence;
4. Authorized and paid-up share capital of the principal company, both equity and preferential (if applicable);
5. Any share held in the principal company by Bangladeshi national or company registered in Bangladesh with full particulars (name of the shareholder, nationality, number and value of shares held);
6. Particulars of the activity (trading/commercial/industrial/consultancy) of the Principal Company;
7. Name and address of the Bangladeshi agent/representative if any (including nature of activities undertaken or the services rendered by Bangladeshi agent/representative and term including remuneration payable to agent/representative);
8. Source of finance to the Branch Office in Bangladesh;
9. Whether surplus earning, if any in Bangladesh, to be remitted abroad;
10. Whether any foreign personnel will be employed; if so, a list giving the names and nationalities of such persons, their designation, period of employment, for working in Bangladesh and particulars of government approval for their employment;
11. Certificate of Incorporation of the principal company, duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin-two copies including one original;
12. Memorandum and Articles of Association of the principal company, duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin – two copies including one original;
13. Resolution passed by the Board of Directors for establishment of branch/liaison office in Bangladesh duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin-two copies including one original;
14. Appointment letter of the local Manager/Branch Representative, if any, in the line of a Board Resolution duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin;
15. List of local employees if appointed;

Power of Attorney favouring the legal representative duly executed.

What are the conditions given from BOI (normally) in case of opening branch office in Bangladesh BUT it varies upon activities & types of company? 
• You have to strictly follow foreign exchange regulations of government
• All operational , functional and establishment costs including salaries of the expatriates and local employees in your office will be met on receipt of remittance from abroad
• No outward remittance of any kind from Bangladesh sources will be allowed
• Quarterly return of any income and expenditure out of remittance from abroad shall have to be submitted to this Board , Dept Commissioner of Taxes , Companies Circle -17 and Bangladesh Bank
• No outward remittance of any kind from Bangladesh sources will be allowed
• You shall have to obtain security from the Ministry of Home, govt. of Bangladesh
• The company shall have to bring inward remittance of at least USD 50,000 within 2 (two) months from date of issue of permission letter as establishment cost and 6 months operational expenses. Failing which the company shall have to remit 5% additional amount for each month.

Income Tax, Remittance of Foreign Investors
Investment in Bangladesh
Bangladesh offers generous opportunities for investment under its liberalised Industrial Policy and export-oriented, private sector-led growth strategy. All but four sectors (i.e. (1) arms and ammunition and other defence equipment and machinery, (2) forest plantation and mechanised extraction within the bounds of reserved forests, (3) production of nuclear energy, and (4) security printing and mining) are open for private investment in Bangladesh. The government’s role is that of a facilitator which helps create an enabling environment for expanding private investment, both domestic and foreign. The Board of Investment (BOI), established by the government for accelerating private investment, provides institutional support services to intending investors.

Tax-holiday
Tax holiday facilities will be available for 5 or 7 years depending on the location of the industrial enterprise. For industrial enterprises located in Dhaka and Chittagong Divisions (excluding Hill Tract districts of Chittagong Division) the tax holiday facility is for 5 years while it is 7 years for locations in Khulna, Sylhet, Barisal, and Rajshahi, Divisions and the 3 Chittagong hill districts. Tax holiday facilities are provided in accordance with existing laws. The period of tax holiday will be calculated from the month of commencement of commercial production. Tax holiday certificate will be issued by NBR (National Board of Revenue) for the total period within 90 days of submission of application.

Tax exemption
Tax exemptions are allowed in the following cases:
* Tax exemption on royalties, technical know-how fees received by any foreign collaborator, firm, company and expert.
* Exemption of income tax up to 3 years for foreign technicians employed in industries specified in the relevant schedule of the income tax ordinance.
* Tax exemption on income of the private sector power generation company for 15 years from the date of commercial production.
* Tax exemption on capital gains from the transfer of shares of public limited companies listed with a stock exchange.

Accelerated depreciation
Industrial undertakings not enjoying tax holiday will enjoy accelerated depreciation allowance. Such allowance is available at the rate of 100 per cent of the cost of the machinery or plant if the industrial undertaking is set up in the areas falling within the cities of Dhaka, Narayangonj, Chittagong and Khulna and areas within a radius of 10 miles from the municipal limits of those cities. If the industrial undertaking is set up elsewhere in the country, accelerated depreciation is allowed at the rate of 80 per cent in the first year and 20 per cent in the second year.

Concessionary duty on imported capital machinery
Import duty, at the rate of 5% ad valorem, is payable on capital machinery and spares imported for initial installation or BMR/BMRE of the existing industries . The value of spare parts should not, however, exceed 10% of the total C & F value of the machinery. For 100% export oriented industries, no import duty is charged in case of capital machinery and spares. However, import duty @ 5% is secured in the form of bank guarantee or an indemnity bond will be returned after installation of the machinery. Value added Tax ( Vat) is not payable for imported capital machinery and spares.

Foreign Investment
Private investment from overseas sources is welcome in all areas of the economy with the exception of the four reserved sectors (mentioned earlier). Such investments can be made either independently or through venture on mutually beneficial terms and conditions. Foreign investment is, however, especially desired in the following major categories of industries:
* Export oriented industries
* Industries in the Export Processing Zones ( EPZs)
* High technology products that will be either import substitute or export oriented.

Facilities/Incentives
(a) For foreign direct investment, there is no limitation pertaining to foreign equity participation, i.e. 100 percent foreign equity is allowed. Non-resident institutional or individual investors can make portfolio investments in stock exchanges in Bangladesh. Foreign investors or companies may obtain full working loans from local banks. The terms of such loans will be determined on the basis of bank-client relationship.
(b) A foreign technician employed in foreign companies will not be subjected to personal tax up to 3 (three) years , and beyond that period his/ her personal income tax payment will be governed by the existence or non-existence of agreement on avoidance of double taxation with country of citizenship.
(c) Full repatriation of capital invested from foreign sources will be allowed. Similarly, profits and dividend accruing to foreign investment may be transferred in full. If foreign investors reinvest their repatriable dividends and or retained earnings, those will be treated as new investment. Foreigners employed in Bangladesh are entitled to remit up to 50 percent of their salary and will enjoy facilities for full repatriation of their savings and retirement benefits.
(d) Foreign entrepreneurs are, therefore, entitled to the same facilities as domestic entrepreneurs with respect to tax holiday, payment of royalty, technical know-how fees etc.
(e) The process of issuing work permits to foreign experts on the recommendation of investing foreign companies or joint ventures will operate without any hindrance or restriction. Multiple entry visa” will be issued to prospective foreign investors for 3 years. In the case of experts,” multiple entry visa” will be issued for the whole tenure of their assignments.

Other Incentives
• Citizenship by investing a minimum of US $ 500,000 or by transferring US$ 1,000,000 to any recognised financial institution ( Non-repatriable ).
• Permanent residentship by investing a minimum of US$ 75,000 ( non-repatriable).
• Special facilities and venture capital support will be provided to export-oriented industries under “Thrust sectors” . Thrust Sectors include Agro-based industries, Artificial flower-making, Computer software and information technology, Electronics, Frozen food, Floriculture, Gift items, Infrastructure, Jute goods, Jewellery and diamond cutting and polishing, leather, Oil and gas, Sericulture and silk industry, Stuffed toys, Textiles, Tourism.

http://www.sfconsultingbd.com
Email contact@sfconsultingbd.com

Foreign Company Registration in Bangladesh


Company Registration in Bangladesh, Company Formation in Bangladesh, Company Incorporation in Bangladesh, Foreign Company Registration in Bangladesh, Foreign Company Formation in Bangladesh, Foreign Company Incorporation in Bangladesh, Company Registration Process in Bangladesh, Doing business in Bangladesh, Foreign Direct Investment in Bangladesh, India Bangladesh Trade relation, US Bangladesh Trade Relation, EU Bangladesh Trade Relation, Foreign Investment Guide Line in Bangladesh, Foreign Branch/ Liason office open in Bangladesh

Wholly foreign own share holding company registration in Bangladesh
Required documents are: 
a. Application Forms
b. Certificate of Incorporation
c. Memorandum of Association – MOA
d. Article of Association – AOA
e. Joint Venture Agreement (if any)
f. Attested copy of deed agreement for rental premises
g. Project Profile
h. Background of the promoters (shareholders)
i. List of Machineries indicating quantity and price
j. Copy of the relevant Loan documents
k. Pay Order/Bank draft for the fee

Other: 
1. Factory: Approval of Factory Plan
2. Bonded Warehouse License
3. Registration of Local Investment Project

Industrial Registration Application
Application for BOI Industrial Registration with following supporting documents:
a. Project Profile
b. MOA
c. AOA
d. Land Information & Document
e. Machinery Details
f. Financing sources
g. TIN (Tax Identification Number)
h. Import Registration Certificate- IRC
i. Export Registration Certificate – ERC
j. BOI Recommendation Letter (for Visa)
k. Visa Application
l. Work permit
m. Environment Certificate
n. Social Compliance

Joint Venture Company Registration in Bangladesh
• Memorandum & Article of Association
• Trade License
• Tax Certificate (Company & Individual)
• Encashment Certificate against Paid Up Capital (Encashment shall be issued by schedule bank of Bangladesh)
• Passport copy
• Address in Bangladesh & Contact detail
• PI Visa (For investors) & EI Visa (For foreign employee) from BOI
• USD 50,000 has to deposit in terms of PI & EI Visa & inward remittance, Office expenses & so on as government rules.

Branch Office open in Bangladesh, Liason Office open in Bangladesh
The following papers & information are required to open branch office:
1. Government of Bangladesh (Ministry of Industries), BOI- Dhaka;
2. Bangladesh Bank, Dhaka;

Government of Bangladesh (Ministry of Industries)/ BOI
1. Full name, address, telephone, fax numbers of the principal company, with country of origin;
2. Intended field of business in Bangladesh through proposed Branch Office;
3. Function of the principal company/firm in brief;
4. Date of operation of the proposed Branch Office;
5. Period for which permission is sought;
6. Proposed organizational set up of the company’s Branch Office;
7. Initial approximate expenditure and operational expenses of the company’s Branch Office and source and nature of inflow of money required for running the Branch Office for the purpose;
8. Certificate of Incorporation of the principal company and resolution of the Board of Directors to establish a Branch Office in Bangladesh, duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin
9. Power of Attorney given in favour of The Law Assistant duly notarized and authenticated by the High Commission of Bangladesh in the country of origin.
10. Memorandum and Articles of Association of the principal company, duly executed, notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin
11. USD 50,000 has to deposit in bank initially as rules of government of Bangladesh for inward remittance, Work Permit, Office expenses & so on.

Bangladesh Bank
1. Full name, address, telephone, fax numbers of the principal company, with country of origin;
2. Place of incorporation and registration of the principal company in the country of origin;
3. Name, address and nationality of the Directors of the principal company as well as their place of permanent residence;
4. Authorized and paid-up share capital of the principal company, both equity and preferential (if applicable);
5. Any share held in the principal company by Bangladeshi national or company registered in Bangladesh with full particulars (name of the shareholder, nationality, number and value of shares held);
6. Particulars of the activity (trading/commercial/industrial/consultancy) of the Principal Company;
7. Name and address of the Bangladeshi agent/representative if any (including nature of activities undertaken or the services rendered by Bangladeshi agent/representative and term including remuneration payable to agent/representative);
8. Source of finance to the Branch Office in Bangladesh;
9. Whether surplus earning, if any in Bangladesh, to be remitted abroad;
10. Whether any foreign personnel will be employed; if so, a list giving the names and nationalities of such persons, their designation, period of employment, for working in Bangladesh and particulars of government approval for their employment;
11. Certificate of Incorporation of the principal company, duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin-two copies including one original;
12. Memorandum and Articles of Association of the principal company, duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin – two copies including one original;
13. Resolution passed by the Board of Directors for establishment of branch/liaison office in Bangladesh duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin-two copies including one original;
14. Appointment letter of the local Manager/Branch Representative, if any, in the line of a Board Resolution duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin;
15. List of local employees if appointed;

Power of Attorney favouring the legal representative duly executed.

What are the conditions given from BOI (normally) in case of opening branch office in Bangladesh BUT it varies upon activities & types of company? 
• You have to strictly follow foreign exchange regulations of government
• All operational , functional and establishment costs including salaries of the expatriates and local employees in your office will be met on receipt of remittance from abroad
• No outward remittance of any kind from Bangladesh sources will be allowed
• Quarterly return of any income and expenditure out of remittance from abroad shall have to be submitted to this Board , Dept Commissioner of Taxes , Companies Circle -17 and Bangladesh Bank
• No outward remittance of any kind from Bangladesh sources will be allowed
• You shall have to obtain security from the Ministry of Home, govt. of Bangladesh
• The company shall have to bring inward remittance of at least USD 50,000 within 2 (two) months from date of issue of permission letter as establishment cost and 6 months operational expenses. Failing which the company shall have to remit 5% additional amount for each month.

Income Tax, Remittance of Foreign Investors
Investment in Bangladesh
Bangladesh offers generous opportunities for investment under its liberalised Industrial Policy and export-oriented, private sector-led growth strategy. All but four sectors (i.e. (1) arms and ammunition and other defence equipment and machinery, (2) forest plantation and mechanised extraction within the bounds of reserved forests, (3) production of nuclear energy, and (4) security printing and mining) are open for private investment in Bangladesh. The government’s role is that of a facilitator which helps create an enabling environment for expanding private investment, both domestic and foreign. The Board of Investment (BOI), established by the government for accelerating private investment, provides institutional support services to intending investors.

Tax-holiday
Tax holiday facilities will be available for 5 or 7 years depending on the location of the industrial enterprise. For industrial enterprises located in Dhaka and Chittagong Divisions (excluding Hill Tract districts of Chittagong Division) the tax holiday facility is for 5 years while it is 7 years for locations in Khulna, Sylhet, Barisal, and Rajshahi, Divisions and the 3 Chittagong hill districts. Tax holiday facilities are provided in accordance with existing laws. The period of tax holiday will be calculated from the month of commencement of commercial production. Tax holiday certificate will be issued by NBR (National Board of Revenue) for the total period within 90 days of submission of application.

Tax exemption
Tax exemptions are allowed in the following cases:
* Tax exemption on royalties, technical know-how fees received by any foreign collaborator, firm, company and expert.
* Exemption of income tax up to 3 years for foreign technicians employed in industries specified in the relevant schedule of the income tax ordinance.
* Tax exemption on income of the private sector power generation company for 15 years from the date of commercial production.
* Tax exemption on capital gains from the transfer of shares of public limited companies listed with a stock exchange.

Accelerated depreciation
Industrial undertakings not enjoying tax holiday will enjoy accelerated depreciation allowance. Such allowance is available at the rate of 100 per cent of the cost of the machinery or plant if the industrial undertaking is set up in the areas falling within the cities of Dhaka, Narayangonj, Chittagong and Khulna and areas within a radius of 10 miles from the municipal limits of those cities. If the industrial undertaking is set up elsewhere in the country, accelerated depreciation is allowed at the rate of 80 per cent in the first year and 20 per cent in the second year.

Concessionary duty on imported capital machinery
Import duty, at the rate of 5% ad valorem, is payable on capital machinery and spares imported for initial installation or BMR/BMRE of the existing industries . The value of spare parts should not, however, exceed 10% of the total C & F value of the machinery. For 100% export oriented industries, no import duty is charged in case of capital machinery and spares. However, import duty @ 5% is secured in the form of bank guarantee or an indemnity bond will be returned after installation of the machinery. Value added Tax ( Vat) is not payable for imported capital machinery and spares.

Foreign Investment
Private investment from overseas sources is welcome in all areas of the economy with the exception of the four reserved sectors (mentioned earlier). Such investments can be made either independently or through venture on mutually beneficial terms and conditions. Foreign investment is, however, especially desired in the following major categories of industries:
* Export oriented industries
* Industries in the Export Processing Zones ( EPZs)
* High technology products that will be either import substitute or export oriented.

Facilities/Incentives
(a) For foreign direct investment, there is no limitation pertaining to foreign equity participation, i.e. 100 percent foreign equity is allowed. Non-resident institutional or individual investors can make portfolio investments in stock exchanges in Bangladesh. Foreign investors or companies may obtain full working loans from local banks. The terms of such loans will be determined on the basis of bank-client relationship.
(b) A foreign technician employed in foreign companies will not be subjected to personal tax up to 3 (three) years , and beyond that period his/ her personal income tax payment will be governed by the existence or non-existence of agreement on avoidance of double taxation with country of citizenship.
(c) Full repatriation of capital invested from foreign sources will be allowed. Similarly, profits and dividend accruing to foreign investment may be transferred in full. If foreign investors reinvest their repatriable dividends and or retained earnings, those will be treated as new investment. Foreigners employed in Bangladesh are entitled to remit up to 50 percent of their salary and will enjoy facilities for full repatriation of their savings and retirement benefits.
(d) Foreign entrepreneurs are, therefore, entitled to the same facilities as domestic entrepreneurs with respect to tax holiday, payment of royalty, technical know-how fees etc.
(e) The process of issuing work permits to foreign experts on the recommendation of investing foreign companies or joint ventures will operate without any hindrance or restriction. Multiple entry visa” will be issued to prospective foreign investors for 3 years. In the case of experts,” multiple entry visa” will be issued for the whole tenure of their assignments.

Other Incentives
• Citizenship by investing a minimum of US $ 500,000 or by transferring US$ 1,000,000 to any recognised financial institution ( Non-repatriable ).
• Permanent residentship by investing a minimum of US$ 75,000 ( non-repatriable).
• Special facilities and venture capital support will be provided to export-oriented industries under “Thrust sectors” . Thrust Sectors include Agro-based industries, Artificial flower-making, Computer software and information technology, Electronics, Frozen food, Floriculture, Gift items, Infrastructure, Jute goods, Jewellery and diamond cutting and polishing, leather, Oil and gas, Sericulture and silk industry, Stuffed toys, Textiles, Tourism.

http://www.sfconsultingbd.com
Email contact@sfconsultingbd.com

Company Registration in Bangladesh


Company Registration in Bangladesh, Company Formation in Bangladesh, Company Incorporation in Bangladesh, Foreign Company Registration in Bangladesh, Foreign Company Formation in Bangladesh, Foreign Company Incorporation in Bangladesh, Company Registration Process in Bangladesh, Doing business in Bangladesh, Foreign Direct Investment in Bangladesh, India Bangladesh Trade relation, US Bangladesh Trade Relation, EU Bangladesh Trade Relation, Foreign Investment Guide Line in Bangladesh, Foreign Branch/ Liason office open in Bangladesh

Wholly foreign own shareholding company registration in Bangladesh
Required documents are: 
a. Application Forms
b. Certificate of Incorporation
c. Memorandum of Association – MOA
d. Article of Association – AOA
e. Joint Venture Agreement (if any)
f. Attested copy of deed agreement for rental premises
g. Project Profile
h. Background of the promoters (shareholders)
i. List of Machineries indicating quantity and price
j. Copy of the relevant Loan documents
k. Pay Order/Bank draft for the fee

Other: 
1. Factory: Approval of Factory Plan
2. Bonded Warehouse License
3. Registration of Local Investment Project

Industrial Registration Application
Application for BOI Industrial Registration with following supporting documents:
a. Project Profile
b. MOA
c. AOA
d. Land Information & Document
e. Machinery Details
f. Financing sources
g. TIN (Tax Identification Number)
h. Import Registration Certificate- IRC
i. Export Registration Certificate – ERC
j. BOI Recommendation Letter (for Visa)
k. Visa Application
l. Work permit
m. Environment Certificate
n. Social Compliance

Joint Venture Company Registration in Bangladesh
• Memorandum & Article of Association
• Trade License
• Tax Certificate (Company & Individual)
• Encashment Certificate against Paid Up Capital (Encashment shall be issued by schedule bank of Bangladesh)
• Passport copy
• Address in Bangladesh & Contact detail
• PI Visa (For investors) & EI Visa (For foreign employee) from BOI
• USD 50,000 has to deposit in terms of PI & EI Visa & inward remittance, Office expenses & so on as government rules.

Branch Office open in Bangladesh, Liason Office open in Bangladesh
The following papers & information are required to open branch office:
1. The Government of Bangladesh (Ministry of Industries), BOI- Dhaka;
2. Bangladesh Bank, Dhaka;

The Government of Bangladesh (Ministry of Industries)/ BOI
1. Full name, address, telephone, fax numbers of the principal company, with country of origin;
2. Intended field of business in Bangladesh through proposed Branch Office;
3. Function of the principal company/firm in brief;
4. Date of operation of the proposed Branch Office;
5. Period for which permission is sought;
6. Proposed organizational set up of the company’s Branch Office;
7. Initial approximate expenditure and operational expenses of the company’s Branch Office and source and nature of inflow of money required for running the Branch Office for the purpose;
8. Certificate of Incorporation of the principal company and resolution of the Board of Directors to establish a Branch Office in Bangladesh, duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin
9. Power of Attorney given in favour of The Law Assistant duly notarized and authenticated by the High Commission of Bangladesh in the country of origin.
10. Memorandum and Articles of Association of the principal company, duly executed, notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin
11. USD 50,000 has to deposit in bank initially as rules of government of Bangladesh for inward remittance, Work Permit, Office expenses & so on.

Bangladesh Bank
1. Full name, address, telephone, fax numbers of the principal company, with country of origin;
2. Place of incorporation and registration of the principal company in the country of origin;
3. Name, address and nationality of the Directors of the principal company as well as their place of permanent residence;
4. Authorized and paid-up share capital of the principal company, both equity and preferential (if applicable);
5. Any share held in the principal company by Bangladeshi national or company registered in Bangladesh with full particulars (name of the shareholder, nationality, number and value of shares held);
6. Particulars of the activity (trading/commercial/industrial/consultancy) of the Principal Company;
7. Name and address of the Bangladeshi agent/representative if any (including nature of activities undertaken or the services rendered by Bangladeshi agent/representative and term including remuneration payable to agent/representative);
8. Source of finance to the Branch Office in Bangladesh;
9. Whether surplus earning, if any in Bangladesh, to be remitted abroad;
10. Whether any foreign personnel will be employed; if so, a list giving the names and nationalities of such persons, their designation, period of employment, for working in Bangladesh and particulars of government approval for their employment;
11. Certificate of Incorporation of the principal company, duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin-two copies including one original;
12. Memorandum and Articles of Association of the principal company, duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin – two copies including one original;
13. The resolution passed by the Board of Directors for the establishment of branch/liaison office in Bangladesh duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin-two copies including one original;
14. Appointment letter of the local Manager/Branch Representative, if any, in the line of a Board Resolution duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin;
15. List of local employees if appointed;

Power of Attorney favoring the legal representative duly executed.

What are the conditions are given from BOI (normally) in case of an opening branch office in Bangladesh BUT it varies upon activities & types of the company? 
• You have to strictly follow foreign exchange regulations of government
• All operational, functional and establishment costs including salaries of the expatriates and local employees in your office will be met on receipt of remittance from abroad
• No outward remittance of any kind from Bangladesh sources will be allowed
• Quarterly return of any income and expenditure out of remittance from abroad shall have to be submitted to this Board, Dept Commissioner of Taxes, Companies Circle -17 and Bangladesh Bank
• No outward remittance of any kind from Bangladesh sources will be allowed
• You shall have to obtain security from the Ministry of Home, govt. of Bangladesh
• The company shall have to bring inward remittance of at least USD 50,000 within 2 (two) months from date of issue of permission letter as establishment cost and 6 months operational expenses. Failing which the company shall have to remit 5% additional amount for each month.

Foreign Investors Investment in Bangladesh
Bangladesh offers generous opportunities for investment under its liberalized Industrial Policy and export-oriented, private sector-led growth strategy. All but four sectors (i.e. (1) arms and ammunition and other defense equipment and machinery, (2) forest plantation and mechanized extraction within the bounds of reserved forests, (3) production of nuclear energy, and (4) security printing and mining) are open for private investment in Bangladesh. The government’s role is that of a facilitator which helps create an enabling environment for expanding private investment, both domestic and foreign. The Board of Investment (BOI), established by the government for accelerating private investment, provides institutional support services to intending investors.

Tax-holiday
Tax holiday facilities will be available for 5 or 7 years depending on the location of the industrial enterprise. For industrial enterprises located in Dhaka and Chittagong Divisions (excluding Hill Tract districts of Chittagong Division) the tax holiday facility is for 5 years while it is 7 years for locations in Khulna, Sylhet, Barisal, and Rajshahi, Divisions and the 3 Chittagong hill districts. Tax holiday facilities are provided in accordance with existing laws. The period of tax holiday will be calculated from the month of commencement of commercial production. Tax holiday certificate will be issued by NBR (National Board of Revenue) for the total period within 90 days of submission of application.

Tax exemption
Tax exemptions are allowed in the following cases:
* Tax exemption on royalties, technical know-how fees received by any foreign collaborator, firm, company and expert.
* Exemption of income tax up to 3 years for foreign technicians employed in industries specified in the relevant schedule of the income tax ordinance.
* Tax exemption on income of the private sector power generation company for 15 years from the date of commercial production.
* Tax exemption on capital gains from the transfer of shares of public limited companies listed with a stock exchange.

Accelerated depreciation
Industrial undertakings not enjoying tax holiday will enjoy accelerated depreciation allowance. Such allowance is available at the rate of 100 percent of the cost of the machinery or plant if the industrial undertaking is set up in the areas falling within the cities of Dhaka, Narayangonj, Chittagong and Khulna and areas within a radius of 10 miles from the municipal limits of those cities. If the industrial undertaking is set up elsewhere in the country, accelerated depreciation is allowed at the rate of 80 percent in the first year and 20 percent in the second year.

Concessionary duty on imported capital machinery
Import duty, at the rate of 5% ad valorem, is payable on capital machinery and spares imported for initial installation or BMR/BMRE of the existing industries. The value of spare parts should not, however, exceed 10% of the total C & F value of the machinery. For 100% export oriented industries, no import duty is charged in case of capital machinery and spares. However, import duty @ 5% is secured in the form of bank guarantee or an indemnity bond will be returned after installation of the machinery. Value added Tax ( Vat) is not payable for imported capital machinery and spares.

Foreign Investment
Private investment from overseas sources is welcome in all areas of the economy with the exception of the four reserved sectors (mentioned earlier). Such investments can be made either independently or through venture on mutually beneficial terms and conditions. Foreign investment is, however, especially desired in the following major categories of industries:
* Export oriented industries
* Industries in the Export Processing Zones ( EPZs)
* High technology products that will be either import substitute or export oriented.

Facilities/Incentives
(a) For foreign direct investment, there is no limitation pertaining to foreign equity participation, i.e. 100 percent foreign equity is allowed. Non-resident institutional or individual investors can make portfolio investments in stock exchanges in Bangladesh. Foreign investors or companies may obtain full working loans from local banks. The terms of such loans will be determined on the basis of bank client relationship.
(b) A foreign technician employed in foreign companies will not be subjected to personal tax up to 3 (three) years, and beyond that period his/ her personal income tax payment will be governed by the existence or non-existence of agreement on avoidance of double taxation with the country of citizenship.
(c) Full repatriation of capital invested from foreign sources will be allowed. Similarly, profits and dividend accruing to foreign investment may be transferred in full. If foreign investors reinvest their repatriable dividends and or retained earnings, those will be treated as a new investment. Foreigners employed in Bangladesh are entitled to remit up to 50 percent of their salary and will enjoy facilities for full repatriation of their savings and retirement benefits.
(d) Foreign entrepreneurs are, therefore, entitled to the same facilities as domestic entrepreneurs with respect to the tax holiday, payment of royalty, technical know-how fees etc.
(e) The process of issuing work permits to foreign experts on the recommendation of investing in foreign companies or joint ventures will operate without any hindrance or restriction. Multiple entry visa” will be issued to prospective foreign investors for 3 years. In the case of experts,” multiple entry visa” will be issued for the whole tenure of their assignments.

Other Incentives
• Citizenship by investing a minimum of US $ 500,000 or by transferring US$ 1,000,000 to any recognized financial institution ( Non-repatriable ).
• Permanent residentship by investing a minimum of US$ 75,000 ( non-repatriable).
• Special facilities and venture capital support will be provided to export-oriented industries under “Thrust sectors” Thrust Sectors include Agro-based industries, Artificial flower-making, Computer software and information technology, Electronics, Frozen food, Floriculture, Gift items, Infrastructure, Jute goods, Jewellery and diamond cutting and polishing, leather, Oil and gas, Sericulture and silk industry, Stuffed toys, Textiles, Tourism.

S & F CONSULTING FIRM LIMITED – Bangladesh

Office: Mirpur, Gulshan, Dhaka
CustomerService: +601136901890, +601126945943
Other: +880 1790220728, +6591333515 (Viber/ WhatsApp)
Email: bangladesh@sfconsultingbd.com

Work Permit in Bangladesh


Work Permit in Bangladesh

Foreign Direct Investment in Bangladesh (FDI)


Foreign Direct Investment in Bangladesh-FDI, Foreign Investment in Bangladesh, FDI in Bangladesh, Doing business in Bangladesh, Board of Investment in Bangladesh-BOI, Foreign Investment policy in Bangladesh, Foreign Invesment Guide Line in Bangladesh, Foreign Company Registration/ Incorporation/ Formation in Bangladesh, Foreign Branch office registration in Bangladesh.

FOREIGN INVESTMENT
2.1 Investment in Bangladesh:
With the exception of a few reserved sectors, foreign investors are free to make investments in Bangladesh in industrial enterprise. An industrial entity may be set up in collaboration with local investors or may even be wholly owned by the foreign investors. No permission is needed to set up such enterprises if the entrepreneurs use their own funds. However, to avail of facilities and institutional suport provided by the government, entrepreneurs/sponsors are advised to apply for registration with the Board of Investment (BOI). For items in the control list, the office of the Chief Controller of Imports & Exports (CCI & E) prescribes the basis and conditions of import entitlement.
Shares may be issued in favour of foreign investors against capital machinery brought into Bangladesh. For issuance of shares against foreign investment in the form of capital machinery, the exchange control copy of bill of entry evidencing clearance of the capital machinery from the Custom Authorities, copies of the relative import permit, invoice and bill of lading are required.

2.2 Investment in shares/securities by non-residents:
a) Non-residents are free to invest in shares / securities quoted in the stock exchanges, with foreign exchange sent or brought into Bangladesh.
b) They may also invest in new, yet-to-be-listed public issues of Bangladeshi shares/securities. In such cases investors are not required to transact through any registered broker/member of stock exchange.
5% shares of Initial Public Offering (IPO) of a company is reserved for Non-Resident Bangladeshi (NRB). Non-Resident Bangladeshi (NRB) can purchase/subscribe securities in foreign currency through “Foreign Currency Account for IPO” opened for the purpose only by the issuing company. Over subscription can be repatriated after completion of formalities.
c) Permission of Bangladesh Bank is not required for issue and transfer of shares in favour of non-residents against their investments in joint ventures in Bangladesh.
d) Non-resident share holders can freely transfer their shares to other non-residents.
2.3 Remittance of profits:
Branches of foreign firms/companies including foreign banks, insurance companies and financial institutions are free to remit their post-tax profits to their head offices through banks authorized to deal in foreign exchange (Authorized Dealers) without prior approval of Bangladesh Bank.
2.4 Remittance of dividend/capital gain:
Prior permission of Bangladesh Bank is not required for :

– remittance of dividend income to non-residents in respect to their investments in Bangladesh;
– remittance of dividend declared out of previous year’s accumulated reserves; and
– dividend and sale proceeds (including capital gains) of shares of companies listed in a Stock Exchange in Bangladesh. Such remittance may be effected prior to actual payment of taxes provided that the amount payable to the tax authorities at the applicable tax rate is withheld by the company. Remittance of sale proceeds of shares of companies not listed in Stock Exchange requires prior Bangladesh Bank permission, which is accorded for amounts not exceeding the net asset values of the shares.
2.5 Remittance of salaries and savings by expatriates:
Expatriates working in Bangladesh with the approval of the Government may remit through an Authorized Dealer (AD) 50% of salary and 100% of leave salary as also actual savings and admissible pension benefits. No prior Bangladesh Bank approval is necessary for such remittances.
2.6 Remittanceof royalty/technical fees:
Industrial enterprises may enter into agreements for payment of royalties, technical know-how/technical assistance fees abroad without prior permission if the total fees and other expenses connected with technology transfer do not exceed (a) 6% of the previous year’s sales of the enterprises as declared in their tax returns, or (b) 6% of the cost of imported machinery in the case of new projects. These agreements, however, need to be registered with the Board of Investment (BOI). Agreements not in conformity with these general guidelines require prior permission of the BOI. ADs may remit the royalties, technical know-how/technical assistance fees payable as per agreements registered with/approved by BOI, without prior approval of Bangladesh Bank.
2.7 Remittance on account of training and consultancy:
Industrial enterprises producing for the local market may remit through ADs up to 1% of their sales as declared in their previous year’s tax returns for the purpose of training and consultancy services without prior approval of Bangladesh Bank.
2.8 Remittance by shipping lines, airlines, courier service companies:
Foreign shipping lines, airlines and courier service companies may send abroad, through an AD, funds collected in Bangladesh towards freight and passage, after adjustment of local costs and taxes, if any.
3. FOREIGN AND LOCAL BORROWINGS
3.1 Foreign loans:
Industrial enterprises in Bangladesh (local, foreign or joint venture) may borrow abroad with prior Board of Investment (BOI) approval. Remittances towards payment of interest and repayment of principal as per terms of BOI approved borrowing may be made through ADs without prior Bangladesh Bank approval.
3.2 Local borrowings:
Banks in Bangladesh may extend working capital loans or term loans in local currency to foreign-controlled or foreign-owned firms/companies (manufacturing or non-manufacturing) operating in Bangladesh on the basis of normal banker-customer relationship, without reference to Bangladesh Bank
Banks in Bangladesh are free to grant local currency loans to joint venture industries in EPZ up to the amount of short term foreign currency loans obtained from abroad.

4. CONVERTIBILITY ON TRADE ACCOUNT
Bangladesh Taka is fully convertible for settlements of trade related transactions. Import licence is not required for import of items not in the control list. An importer has automatic access to foreign exchange for import of all items outside the control list, and also for import of control list items as per general or specific authorization of the office of the Chief Controller of Imports and Exports.

5. EXCHANGE FACILITIES FOR EXPORTERS
5.1 New Exporters : Annual foreign exchange quota for business travel abroad for new exporters has been set at US $ 6000. Bonafide requirement beyond US $ 6000 is accommodated by Bangladesh Bank upon written request submitted with supporting documentation.
5.2 Retention Quota for merchandise exporters:Merchandise exporters may retain up to 50% of realised FOB value of their exports in foreign currency accounts in US$, Euro, Japanese Yen. For export items with high import contents (such as naptha, furnace oil, bitumen, readymade garments etc.), the retention quota is 10%. The computer software and data entry/processing service exporters may also retain up to 50% of realised export proceeds in foreign currency accounts. Funds from these accounts may be used to meet bonafide business expenses, such as business visits abroad, participation in export fairs and seminars, import of raw materials, machineries and spares etc. Funds from these accounts may also be used to set up offices abroad without prior permission of Bangladesh Bank. Exporters may, at their option, retain the foreign currency in interest bearing renewable term deposit accounts in Bangladesh with a minimum amount of USD 2,000 or Pound Sterling 1,500 equivalent.

FAQ:
1. Why Foreign Investors is needed to deposit (USD) $ 50,000 ? Because this is rules of government , all foreign investors have to deposit the said amount for inward remittance, official expense & others.
2. Why encashment certificate is needed for foreign investors? Beasuse this is rules of government body to show as prove deposit amount to bank .
3. What is PI Visa? PI visa is for the investors visa will be given recommendation from BOI.
4. What is EI Visa ? EI Visa is for the foreign employees Visa is given recommendation from Board of Investment-BOI.

Foreign Company Registration, Joint Venture, Branch Office, BOI permission, Work Permit, Visa, Factory set up, Legal, Tax, Office rent, so on.

S & F CONSULTING FIRM LIMITED is an international business consultancy firm incorporated as private limited company in Bangladesh.

Corporate Office:

http://www.sfconsultingbd.com
Email: contact@sfconsultingbd.com
Mobile: +880 01790220729 or, +880 01790220728
Dhaka, Bangladesh
Skype: forhadhossain79 , sfconsultingbd

Service area:
Foreign company registration ( 100 % foreign owned share, Joint Venture, Branch/ Liason/ Virtual office)
Legal
Accounts Audit
Income Tax
Company Secretarial
Management Consultancy
We are in all countries in Asia, Europe, USA, Canada, Australia & Africa

Open Foreign Branch office in Bangladesh


S & F CONSULTING FIRM LIMITED

Papers & information are required to open a branch office in Dhaka

In order to establish your branch office in Bangladesh, necessary application in prescribed form has to be submitted to the concerned authorities of the Government for obtaining permission/approvals. The concerned authorities are listed below:

  1. Government of Bangladesh (Ministry of Industries), Dhaka;
  2.  Bangladesh Bank, Dhaka;

To obtain the permissions/approvals of the above authorities, the following information and papers/documents will be required as shown against each authority. The information mentioned below requires to be filed with the said application under the signature and seal of the Managing Director of the principal company. The seal of the Company also has to be affixed thereon.

  1. 1.   Government of Bangladesh (Ministry of Industries)
    1. Full name, address, telephone, fax numbers of the principal company, with country of origin;
    2. Intended field of business in Bangladesh through proposed Branch Office;
    3. Function of the principal company/firm in brief;
    4. Date of operation of the proposed Branch Office;
    5. Period for which permission is sought;
    6. Proposed organizational set up of the company’s Branch Office;
    7. Initial approximate expenditure and operational expenses of the company’s Branch Office and source and nature of inflow of money required for running the Branch Office for the purpose;
    8. Certificate of Incorporation of the principal company and resolution of the Board of Directors to establish a Branch Office in Bangladesh, duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin
    9. Memorandum and Articles of Association of the principal company, duly executed, notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin

 

    1. Power of Attorney given in favour of The Law Assistant duly notarized and authenticated by the High Commission of Bangladesh in the country of origin.
  1. 2.   Bangladesh Bank
    1. Full name, address, telephone, fax numbers of the principal company, with country of origin;
    2. Place of incorporation and registration of the principal company in the country of origin;
    3. Authorized and paid-up share capital of the principal company, both equity and preferential (if applicable);
    4. Name, address and nationality of the Directors of the principal company as well as their place of permanent residence;
    5. Any share held in the principal company by Bangladeshi national or company registered in Bangladesh with full particulars (name of the shareholder, nationality, number and value of shares held);
    6. Particulars of the activity (trading/commercial/industrial/consultancy) of the Principal Company;
    7. Name and address of the Bangladeshi agent/representative if any (including nature of activities undertaken or the services rendered by Bangladeshi agent/representative and term including remuneration payable to agent/representative);
    8. Source of finance to the Branch Office in Bangladesh;
    9. Whether surplus earning, if any in Bangladesh, to be remitted abroad;
    10. Whether any foreign personnel will be employed; if so, a list giving the names and nationalities of such persons, their designation, period of employment, for working in Bangladesh and particulars of government approval for their employment;
    11. Certificate of Incorporation of the principal company, duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin-two copies including one original;
    12. Memorandum and Articles of Association of the principal company, duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin – two copies including one original;
    13. Resolution passed by the Board of Directors for establishment of branch/liaison office in Bangladesh duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin-two copies including one original;
    14. Appointment letter of the local Manager/Branch Representative, if any, in the line of a Board Resolution duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin;
    15. List of local employees if appointed;
    16. Power of Attorney favouring the legal representative duly executed.

Help:

www.sfconsultingbd.com

Mobile: +880 01790220729

Dhaka