With BIDA (Bangladesh Investment Development Authority)’s one stop solution and with the help of any top law firm in Bangladesh, you can incorporate your company in Bangladesh with a few easy steps. Hence if you plan to invest in Bangladesh, here are the things you should be aware of:
(1) Registration of Documents: (Company Act 1994 Sec. 379)
For the purpose of carrying out business in Bangladesh, a foreign company is required to deliver the following documents to the Registrar for its Registrations.
(i) A certified English translated copy of the constitution of the company;
(i) The full address of the registered office of the company;
(ii) A list of the directors and secretary of the company;
(iii) The address of the principal office in Bangladesh.
Here is the rundown of what would need to happen if you want to register a company in Bangladesh as a foreigner:
- Foreign investors can own all of the company.
- Name-Clearing Procedure
- Establish a temporary/provisional bank account in the proposed business’s name
- A minimum of US $50,000 in incoming funds/inward remittance
- Encashment Certificate from the Bank
- Company’s Articles of Incorporation and Memorandum of Association
- Certificate of Registration for Incorporation
Required Documents for the Foreign Company Registration in Bangladesh:
- Business Incorporation Certificate and Memorandum of Association (MOA)
- Partnership Application Forms and Deeds
- Project summary if the overall spending is more than BDT 100 million
- The Owners’ Histories on the Company’s Letterhead Pad
- Money Order or Bank Draft in favor of Bangladesh Investment Development Authority
- TIN Certificate for the appropriate registration fee.
The BIDA provides the international and domestic investment community with a wide variety of useful business-related services. Visas, work permits, and permanent residency permits are just a few examples of the kind of official documentation that this office assists promoted companies and potential investors in getting. The BIDA also helps investors acquire access to resources like water, power, gas, and even land.
(2) Alteration of the Documents:
If any document is required to be altered, a notice to this effect shall be
given to the registrar within prescribed time. You can do the alteration with any reputed law firm in Bangladesh.
(3) Accounts:
Every foreign company shall, in every calendar year, bring out a balance sheet and profit-loss account under the provision of law as if it were a Bangladeshi company. The copies of documents and accounts are also required to be sent to the Registrar.
(4) Name of the foreign company:
Every foreign company needs to state the name of the country where it is incorporated. It also needs to state the place where it carries on business in Bangladesh, the nature of liability of members i.e. whether limited or unlimited. [sec. 381]
(5) Application of the Provisions of the Companies Act:
Some provisions of the Companies Act will apply in case of a foreign company as if it were a domestic company like- provisions relating to registration of charges, rights of the debenture holders and members to obtain and inspect a copy of the trust deed. [sec. 176]
(6) Fees for Registration of Documents:
For registering any document, prescribed fees are required to be paid by a
foreign company. [sec. 386]
(7) Prospectus:
A foreign company while issuing shares or debentures through public
subscription, needs to issue a prospectus. And the prospectus shall state
the name of the company, name of the country where it is incorporated, the
principal office in Bangladesh, the nature of liability of members etc. [sec.
381] and [sec. 389]
(8) Winding up:
Where a body corporate incorporated outside Bangladesh that has been
carrying on business in Bangladesh ceases to do so, it may be wound up as
an unregistered company under section 372 of the Act. It may go for
winding up according to its own law of incorporation.
Other types of Companies in Bangladesh that Barrister Tahmidur deals with in Bangladesh:
Non-Trading Association in Bangladesh:
Non trading association may also be identified as an association not for
profits. Where the government is satisfied that an association capable of
being formed as a limited company for promoting Commerce, Art, Science, Religion, Charity or any other useful object, then the government may direct it to be registered as a company. The following advantages will be available to a non-trading association:
(i) It shall be considered as a company with limited liability;
(ii) It is not obligatory to add the word ‘Liability’ with its name.
(ii) It will be continued as a registered company.
Special Companies in Bangladesh and India:
The companies which are registered under the Companies Act but incorporated, managed or controlled by any other law are called special company. But it is to be kept in mind that where that particular law has similarities with the provisions of the existing Companies Act then those provisions of the Companies Act shall be applied to that extent of similarities.
An Example of special company:
For example: Bangladesh Insurance Companies. Though companies like BIC are registered under the Companies Act, these are controlled by the Insurance Act, 1938. Joint venture company operating in Bangladesh and involved in construction of different infrastructures under different projects. All the appeals involving the similar questions of law and almost identical facts having been heard together are now disposed of by this single
judgment.
Special Privileges and Exemptions of a Private Limited Company in Bangladesh:
Though the public limited companies enjoy some advantages like use of large amounts of capital, huge production, transferability of shares, manpower etc. but private companies also enjoy some special privileges which a public company generally does not enjoy.
Do you plan to register your business in Bangladesh?
Tahmidur Rahman Remura is considered as one of the best law firms in Bangladesh, when it comes to any foreign direct investment and foreign company incorporation in Bangladesh. They have excellent relationships with the foreign embassies like USA, Canada, Australia and China and have top-drawer reputation amongst all the current foreign investors in Bangladesh. You can reach out to this elite law firm in Dhaka, by contacting Tahmidur Rahman Remura by sending them an email to info@tahmidur.com. As you are getting referred by us, their consultants will gladly assist you with Bangladesh company registration.
