Process and cost of company registration in Bangladesh

Foreign entrepreneurs look back and forth who is the right person can guide them
according to Private Foreign Investment Act in Bangladesh. Only experienced
consultants, very few, are aware of foreign investment law specially on project
business, big industry, merger, acquisition and franchise business.

Company Incorporation in Bangladesh

Limited enterprise

Joint Venture limited enterprise

Branch Office of foreign parent company or, representative office

Franchise open upon agreement with local business men or

enterprises

Company registrations requirements in Bangladesh

Is there any tenure or a period stipulated by the Government for
a

foreign

company

can

operate

in

Bangladesh

without

registration?
Answer : No enterprises (local or foreign) are allowed to operate business
without approval from government, no bank shall permit to open account
without legal recognition. Neither can stay to operate the business nor
receive any payment from any party without legal identity, means
whether you have to register a LLC or liaison office of main corporation to
operate the business.
Which category overseas based contracting company will have to
be registered, branch office / liaison office instead of registering
as RJSC?
Answer :In terms of short term project I shall recommend for open
liaison /branch office to operate the business.
Benefits of liaison office are:

a]

Permission

shall

be

BOI, http://www.boi.gov.bd -No

given
need

to

for
obtain

two
lot

years
of

licenses

from
and

permissions like LLC

b] You can hire single table space through serviced office provider for the
purpose of liaison office
After two years, can we renew the registration? If yes then for
how many years?
Answer : Each branch office of foreign companies have to apply 1 or two
months before the expiry to renew for next two years and each after two
years USD 50,000 have to remit in the bank account of the branch office
in Bangladesh.
Staff employed for this project needs to pay income tax, is there
any capping for staff for paying income tax ?
Answer : Non technical staff is not tax exempted, all technical staff is
100% tax exempted for 3 years
What are require documentations to apply for BOI approvals
Answer: Documents of parent company as follows :
a] Incorporation certificate of the company -MoA and AoA of the main
corporation
b] Board meeting resolution to setup liaison office
c] Accounting / audit report of the year
d] Provide business activities of the parent organization with letter head
to open branch office
e] Expected date of beginning procedure in Bangladesh branch office
open;
g] Expected initial expenditure information fill up in prescribe form of BOI;
f] Mention in application form source of financing for such office
establishment ;
g] Power of Attorney of the lawyer or attorney or legal representative who
shall responsible to forward all required papers according to instruction
and managing permission to open branch office;

h] Ensure US Dollar 50 thousand (fifty thousand) to remit in business bank

account in Bangladesh; provided that 5 per cent additional charge shall
be applicable if said amount is not transferred by 2 (two) months from the
date of permission;
i] Mention period of permission is application for;
j] Enclose office rent or lease documents;
k] Enclose foreign man power list in letter head, keep proportion as one
foreign employee is equal of five local man power and mention
remuneration

and

designation

of

the

employees;

provided

that,

remuneration figure has been fixed and varied as country base, collect
the list from BOI or our office; Above mentioning first four documents
should be attested by embassy of Bangladesh.
Can we use this USD 50k for expenses or the company has to
maintain a minimum balance of 50K in the bank , branch or
company registration Bangladesh? Please advise.
Answer : USD 50,000 shall be allowed to use for expenses to operate the
office. It does NOT need to maintain 50K minimum balance always in the
account and if you need further finance as necessity maintaining office
expenses of Bangladesh can remit again to your account. During renewal
or extension of registration the branch office has to remit and maintain
USD 50K
Does Bangladeshi labor and staff which we intend to bring from
other

country

can

be

classified

as

local

appointment

recruitment?
Answer: To hire local employees shall be followed as local labor law 2006.
Local and foreign staffs are different than each other but the similarities
are time of working hour, security and other benefits. Please note,
technical foreign staffs are income tax exempted 100% for 3 years and
shall be allowed to remit 50% of salary outside Bangladesh. Income Tax is
applicable for non technical foreign staffs.
Do we need to nominate our staff to represent the company
registration Bangladesh / licenses? please advise

Answer : As instruction and rules of BOI appoint a legal adviser, lawyer

who is responsible to forward and to attest all documents, please refer to
attachment of BOI requirement. At least one staff/ employee (whether
local orforeign) shall represent (Country Manager) on behalf of parent
company addressing whom permission letter shall be issued from BOI.
If we employ local labor and few support staff on the project
directly, do we need secure project specific Labor license ? or any
other licenses or registrations to fully comply as per law
Answer : Normally to hire small and medium numbers of labor no need to
take consent. As foreign employer you may apply for labor NOC. But must
follow the minimum wages and time of work and hiring and firing as labor
law 2006, like daily working hour 8 hours for adult as Sec 100 of Labor
code, 2006. Do not hire adolescent, child. No adult in any establishment
shall ordinarily work for more than 48 hours in a week etc.
We will be bringing foreign labor and staff from overseas, please
advise the following ;
a] What are the company registrations & documentations required to
apply visas to work in Bangladesh.
b] What is the time taken to secure visas
c] What will be the duration of visas given for foreign staff / labor
[minimum and maximum period
d] Is there any agencies that you can recommend us to assist for applying
/ processing visas, what will be their fees?
Answer: No need to go to agency for visa. Visa recommendation is given
by BOI and the letter will be forwarded to the embassy where will be
applied from and another copy shall be forwarded to the person of
applicant. After receiving Visa recommendation the staff have to enter
Bangladesh

within

15

days

and

apply

for

work

permit.

Visa

recommendation letter may issue by 7-10 days from BOI. It may take 2
months time to get NOC (No objection certificate) from different body of
government for work permit.

Please advise what the requirements for AIT registrations for

foreign contracting companies in Bangladesh and advise income
tax structure
Answer

Branch

office

does

not

need

Advance

Income

Tax

Certificate/registration, It shall have one income tax certificate (TIN).

However, AIT rate is 3% on L/C or relevant of L/C or financial agreement
by which goods are purchased.
Please advise what are the minimum / various audit requirements
for foreign contracting companies in Bangladesh?
Answer : Appoint auditor when yearly accounts shall be submitted to BOI
& NBR.
Since we will be awarding local contract and buying materials
locally I assume we need to open bank account in Bangladesh,
please advise what are the document requirements to open an
account by foreign firm and minimum balance requirement.
Answer : To open bank account you need permission letter from BOI and
all papers those were required for BOI application. Apart from this one
consent letter as name form 13B will be forwarded to Bangladesh Bank
(centralbank) through your bank. Further, please note, the liaison or
branch office cannot receive money from the

client direct but the

branch/liaison office can receive money from overseas office to cover

local purchases / expenses, salaries / wages etc etc.
a]

Duration

required

to

process

and

formalize

the

entire

requirement in terms of all applicable registrations etc

b] What will be theactual/tentative fees to be paid to various
government agencies to complete all required registrations /
licenses
c] What will be yourservice charges to process / manage and
conclude various applicable registrations
Answer :BOI meeting hold once or twice in a month where all applications
are placed to approval. Contact us to know the upcoming date of meeting.

7-10 days may need for Visa recommendation and additional 60 days
may need for work permit.
Total expected fees including our service charge: USD 5500 to USD 7000
(For branch office, Liaison or representative office), Go link: total
expected cost for Limited Company registration in Bangladesh
Miscellaneous
Royalties and technical know-how fees received by any overseas firms,
collaborators, companies or experts are also tax-exempt. It may be
changed by government.
Local Technical Know How is tax Payable @ rate of 10% as new
amendment of government which may apply from June 2015
Income Tax Other than Company: For individuals (other than female
taxpayers or senior taxpayers of sixty five years and above and retarded
taxpayers), tax payable for the
First 1,80,000/- Nil
Next 3,00,000/- 10%
Next 4,00,000/- 15%
Next 3,00,000/- 20%
Rest Amount 25%
Company Registration Bangladesh for general business, big industry,
manufacturing company registration Bangladesh, Garment or clothing
company registration Bangladesh, Power and others bigger industries are
recommended to choice set up Private or Public Limited company
Bangladesh whether joint venture or 100% own foreign share holding
company.
Source : http://www.foreigncompanyregistration.com