BIDA One Stop Service (OSS) portal

• Launched in 2019, BIDA’s online One Stop Service (OSS) portal is a single-window platform for availing investor services in Bangladesh. At present, 58 online services are available, of which 18 services are from BIDA and 40 from 18 are other government and private agencies.
• BIDA is working to integrate all investor services with the award-winning OSS platform. BIDA’s Foreign Industry Wing processes 100% of applications within SLA.
• Access e-payment enabled services
• Submit service request and get time-bound results
• Track all communication and service request status
• Back-end approval processes carried out electronically to ensure quality of service
• Application status monitored through dashboards
• Real-time user feedback enabled, You can Call: tel: +8809678771353 or visit: https://bidaquickserv.org/

The registration process is same for local, foreign and joint venture industry.

Any applications for investment registration are to be made online through BIDA’s One- Stop Service (OSS) portal (https://bidaquickserv.org/).

List of documents required for local and foreign investment (including joint venture) projects is mentioned in the portal.

Yes. BIDA can register the investment projects that are located anywhere in Bangladesh, except those located in the zones or areas managed by BEZA, BEPZA, BHTPA, Hi- Tech Park, and BSCIC.

Yes, possible. BIDA’s Divisional Offices are authorized to receive applications to award registration regardless of the project status. However, the registration of branch, liaison/ representative is only processed from BIDA’s Headquarter in the capital Dhaka.

BIDA Act, 2016 requires all investors for industrial undertakings (those located outside the jurisdiction of BEZA, BEPZA, BHTPA, BSCIC) to register their investments with BIDA. BIDA registration is not necessarily required for commercial and trading activities, buying houses and service-oriented institutions.

Registration is necessary for the concerned investors to be eligible: i) for incentives of income tax exemption, import duty and other tax exemptions ii) for privileges and facilities declared by the government iii) to apply for investment-related licensing and permits such as expatriate work permit, foreign borrowings, import permit/ registration certificate for industrial use, and iv) to access to any other facilitation services provided by BIDA.

The branch, liaison and representative offices of a foreign company must obtain registration from BIDA.

BIDA is not in a position to assist to access domestic and/or overseas commercial or policy-based loans.

No. BIDA is not a financing institution or provide any type of loan/grant to the registered investors. However, BIDA may introduce the policy-based financing scheme (including a loan scheme such as Export Development Fund).

Aside from the “incentives” to registered investors, investors in general can benefit from various privileges and facilities. Some of the major privileges are:

• Double taxation prevention in accordance to the bilateral double taxation treaties,
• Repatriation of invested capital, profit, and dividend,
• Remittance of royalty, franchise, technical license/ know-how/ assistance fees,
• Reinvestment of remittable dividends (treated as new investment),
• Provision of transfer of shares held by foreign shareholders to local investors, etc. In addition, export-oriented industries (exporting more than 80% of their goods and services) regardless of their locations (i.e., within or outside EZ/ EPZ) can benefit from the following privileges and facilities:
• Eligible to be exempted from income tax for 50% earnings from export (unless paying tax at reduced rate),
• Bonded warehouse (BWH) and duty drawback (tariff refund) systems,
• Eligible to open back-to-back letter of credit (L/C), and receive loans up to 90% of the value against irrevocable or confirmed L/C sales contract,
• Eligible to receive export retention quota (ERQ) which can be utilized for marketing, overseas office establishment, trade fair participation, etc.,
• Export credit guarantee for facilitating access to foreign exchange finance for material/ input procurement,
• Eligible to claim advance income tax rebate on export earnings, and exempt taxes on a specified quantity of samples for manufacturing export goods,
• Can be allowed to import banned and restricted goods if they are deemed essential material and input for manufacturing export goods, and,

Eligible to sell up to 20% of goods locally as far as trading is settled by L/C in foreign currency and related taxes are paid. Exporters of certain sectors enjoy additional benefits in the form of a subsidy or cash incentive based on some conditions.

BIDA can facilitate the investors for accessing lands for industrial use. BIDA provide facilitation to introduce the investor with the agencies such as BEZA, BEPZA, BHTPA, BSCIC, or city development authorities including RAJUK in Dhaka, CDA in Chittagong, KDA in Khulna, RDA in Rajashahi, etc., for getting information of land.

• Copy of permission letter of branch/liaison/representative office OR Memorandum and Articles of Association and Certificate of Incorporation duly signed by the shareholders in case of locally-incorporated companies
• Board resolution for employment of foreign national(s) mentioning the name, nationality & passport number of the expatriate(s)
• Photograph of the expatriate
• Copy of passport of the expatriate/employee with all arrival stamps & departure seals
• Appointment letter/transfer order/service contract or agreement of expatriate/investors
• Certificates of all academic qualification & professional experience for the employee(s)
• Copy of all the advertisements for recruitment of national employees;
• Description of company activities
• Statement of all existing local & foreign manpower with designation, salary, allowances & bonuses, nationality and the date of the first appointment.
• Encashment certificate of inward remittance of USD 50,000 as initial establishment cost applicable to branch/liaison/representative office, locally incorporated, joint venture and 100% foreign ownership companies.
• Up-to-date income tax clearance certificate of the organization
• Letter of authorization by company management for submission of application
• Additional information with proper document(s) (if any).

Tel: +8809678771353

• Copy of permission letter of branch/liaison/representative office OR Memorandum and Articles of Association and Certificate of Incorporation duly signed by the shareholders in case of locally-incorporated companies
• Board resolution for engaging the foreign national(s)
• Photograph of the expatriate
• Copy of passport of the expatriate/employee with all arrival stamps & departure seals
• Proper service contract/agreement for seeking E1 visa recommendation
• Up-to-date income tax clearance certificate of the organization
• Certificate of all academic qualification & professional experience of the expatriate(s)
• L/C copy of the respective service.
• Letter of authorization by company management for submission of application
• Additional information with proper document(s) (if any)
• Document/Certificate from vendor regarding the engagement of the expatriate in this task

Tel: +8809678771353

• Copy of the registration of industrial project with BIDA/Branch Office/Liaison Office/Representative Office
• Copy of airline ticket
• Copy of passport (including all the pages used so far)
• A letter from the organization for the Visa On Arrival mentioning the purpose of the visit
• Additional information with proper documents (if any)

Tel: +8809678771353

Upon request BIDA issues recommendation for visa based on the following documents attested by the Managing Director/ Partner/ Proprietor of the company submitted through BIDA’s OSS portal:

• For PI VISA:
  • An application on the company’s letterhead pad,
  • Copy of project registration certificate with BIDA for industrial undertaking,
  • Copy of Memorandum & Articles of Association of the company,
  • Copy of Incorporation Certificate of the company,
  • Copy of trade license,
  • Copy of income tax certificate,
  • Passport-size photo of the expatriate
  • Photocopy of the expatriate’s full passport,
  • Board resolution for engaging the expatriate mentioning salary/ honorarium and other financial benefits,
  • Encashment certificate of inward remittance of minimum USD 50,000 as initial establishment cost for branch or liaison/ representative office, and locally incorporated company (if any).
• E2/ E3 VISA:
  • Copy of Memorandum & Articles of Association of the company,
  • Copy of incorporation certificate of the company,
  • Copy of trade license of the company
  • Copy of tax clearance certificate of the company/ branch office,
  • Passport-size photo of the expatriate,
  • Photocopy of the expatriate’s full passport,
  • Board resolution for employment of the expatriate, mentioning salary and other financial benefits and intended period of employment,
  • Copy of offer/ appointment letter, service contract, or transfer order of the expatriate,
  • Copy of all academic or professional experience certificate of the expatriate."

Business persons, who come to Bangladesh for business purpose (not as an employee) for a short period, may apply for ‘B (business)’ type VISA.

• BIDA issues recommendation letter in favor of the citizens of the aforementioned countries and also to the citizens of the countries where there is no establishment of Bangladesh Embassy to visit Bangladesh for the purpose of investment, technology transfer, business expansion and/or trading.
• The recommendation letter shall be presented at the immigration desk at the airport or at land port.

Foreign investors and business persons who visit Bangladesh for a short period could avail VISA on Arrival (VoA) at the airport for maximum 30 days.

• According to the Security Services Division, the following countries are eligible for VoA (as of March 2019) are- USA, Canada, Australia, New Zealand, Russia, China, Japan, Singapore, Malaysia, Indonesia, South Korea, Nepal, UAE, Saudi Arab, Qatar, Kuwait, Oman, Bahrain, Egypt, Turkey, Brunei, Brazil, UK and EU countries.

• Resolution by the company's Board of Directors regarding the opening of office in Bangladesh/ Details of Project/Copy of Agreement with EPC Contractor in case of Project Office. ]
• Audited Accounts of the last financial year of the principal company.
• Proposed organogram of the office showing the posts to be occupied by both expatriates and local personnel.
• Detailed activities of the principal company
• Name and nationality of the Directors/owners of the principal company
• Memorandum and Articles of Association of the principal company
• Certificate of Incorporation
• Letter of authorization signed by company's management regarding the submission of application.
• Additional information with proper documents (if any)
• Details of activities to be performed through the proposed branch/liaison/representative office in Bangladesh and future plan in industrial revolution
• NB: Documents shall have to be attested by the concerned Bangladesh mission/mission of the respective country in Bangladesh/ respective country’s apex business chamber (b) After submitting the application, hard copies of all documents should be submitted to BIDA’s Commercial wing

BDT 25,000    -    16 Days    -    Online payment through BIDA One Stop Service (OSS)

• Notification letter of Bangladesh Bank under Section-18(B) of Foreign Exchange Regulation Act, 1947
• Latest Income Tax Clearance Certificate for the local office
• Audited accounts of last financial year of the principal company
• Resolution by the company's Board of Directors regarding the extension/renewal of office permission
• Latest audit report of Bangladesh office
• Statement of all existing local & foreign manpower with designation, salary and allowances, nationality and date of the first appointment
• Up-to-date encashment certificate of inward remittance
• Copy of the last office permission letter
• Letter of authorization signed by company’s Management for submission of application
• Additional information with proper documents (if any)
• Details of activities to be performed through the proposed branch/liaison/representative office in Bangladesh and future plan in industrial revolution
• N.B: (a) Documents must be submitted by an authorized person of the organization including the letter of authorization. (b) Application for renewal/extension to be submitted at least 2 months before the expiration of existing permission

BDT 10,000    -     16 Days    -     Online payment through BIDA One Stop Service (OSS)

• Copy of the office permission
• Office rent agreement
• Board resolution for changing the office address
• Trade license (in case of locally incorporated company)
• Register of Joint Stock Company’s form VI (in case of locally incorporated company)

BDT 1,000    -     16 Days    -     Online payment through BIDA One Stop Service (OSS)

• Citizen Charter Commercial (Bangla)
• Active pharmaceuticals ingredient and radio pharmaceuticals
• Agriculture machineries
• Aircraft heavy maintenance services including parts manufacturing
• Artificial fiber/manmade fiber manufacturing
• Automatic bricks
• Automobile
• Automobile parts & components manufacturing
• Automation and robotic design manufacturing including parts & components thereof
• Barrier contraceptive and rubber latex
• Basic components of electronics (e.g. resistor, capacitor, transistor, integrated circuit, multilayer PCB etc.)
• Bi-cycle including parts thereof
• Bio-fertilizer
• Biotechnology based agro products
• Boiler including parts and equipment thereof
• Compressor including parts thereof
• Computer hardware
• Electrical Transformer
• Furniture
• Home appliances (blender, rice cooker, microwave oven, electric oven, washing machine, induction cooker, water filter etc.)
• Insecticides or pesticides
• Leather and leather goods
• LED TV
• Locally produced fruits and vegetables processing;
• Mobile phone
• Nanotechnology based product manufacturing
• Petro-chemicals
• Pharmaceuticals
• Plastic recycling
• Textile machinery
• Tissue grafting
• Toy manufacturing
• Tyre manufacturing

Five-year tax exemption is offered to businesses located in Dhaka Division and Chattogram Division, but excluding the districts of Dhaka, Narayanganj, Gazipur, Chattogram, Rangamati, Bandarban and Khagrachari districts, the period of tax exemption is for five years, which will begin in the month of commencement of commercial production at the following rate:

• For the first year 90% of income
• For the second year 80% of income
• For the third year 60% of income
• For the fourth year 40% of income
• For the fifth year 20% of income

Ten-year tax exemption is offered to businesses located in Rajshahi Division, Khulna Division, Sylhet Division and Barisal Division, but excluding areas under the city corporations. Businesses that set up in the districts of Rangamati, Bandarban and Khagracchari also enjoy this tax holiday period. Period of Exemption Rate of Exemption:

• For the first and second year 90% of income
• For the third year 80% of income
• For the fourth year 70% of income
• For the fifth year 60% of income
• For the six year 50% of income
• For the seventh year 40% of income
• For the eighth year 30% of income
• For the ninth year 20% of income
• For the tenth year 10% of income

No. The newly established investment projects who manufacture following products are eligible for corporate income tax exemption under Section 46BB of the Income Tax Ordinance, 1984:

Active pharmaceutical ingredients (API) and radio-pharmaceuticals, 2) Agricultural machinery, 3) Aircraft maintenance services including parts manufacturing, 4) Artificial intelligence (AI)-based system design and/or manufacturing, 5) Artificial or manmade fiber, 6) Automatic bricks, 7) Automation and robotics design and/or manufacturing including parts/ components thereof, 8) Automobile, 9) Automobile parts/ components, 10) Barrier contraceptive and rubber latex, 11) Basic components of electronics (resister, capacitor, transistor, integral circuit, multilayer PCB, etc.), 12) Bi-cycle including parts thereof, 13) Bio-fertilizer, 14) Biotechnology-based agro-products, 15) Boiler including parts and equipment thereof, 16) Compressor including parts thereof, 17) Computer hardware, 18) Electric transformer, 19) Furniture, 20) home appliances (blender, rice cooker, microwave/ electric oven, washing machine, induction cooker, water filter, etc.), 21) Insecticides and pesticides, 22) Leather/ leather goods, 23) LED TV, 24) Locally produced fruits and vegetables processing, 25) Mobile phone, 26) Nanotechnology- based products, 27) Petro-chemicals, 28) Pharmaceuticals, 29) Plastic recycling, 30) Textile machinery, 31) Tissue grafting, 32) Toys, 33) Tire. B. Conditions are applicable to be eligible for corporate income tax exemption. Which are:

• Profits and gains of the eligible industrial undertakings shall qualify for the tax exemption.
• Paid-up capital is not less than Tk. two million and 30% of the income exempted if invested in the same undertakings or in any new industrial undertakings during the period of exemp- Another 10% of the income exempted is invested in each year before the expiry of three months form the end of the income year in the purchase of shares of a company listed with any stock exchanges in Bangladesh.
• The undertaking has to apply for the tax exemption within six months from the end of the month of commencement of commercial production. tion or within one year from the end of the exemption period.

New physical infrastructure undertakings (physical undertakings) established between 1 Jul. 2019 and 30 Jun. 2024 (and going into commercial operation within those dates) for the designated categories are entitled for income tax exemption in the following manner: Phased exemption for ten years with

• 90% of income for the initial two years,
• 80% for the third year,
• 70% for the fourth year,
• 60% for the fifth year
• 50% for the sixth year,
• 40% for the seventh year,
• 30% for the eighth year,
• 20% for the ninth year,
• 10% for the last tenth year.

Income tax exemption shall be granted to the following types of investment proj- ects (registered with BIDA), namely:

1. Newly established investment project (industrial undertakings),
2. Newly established physical infrastructure (physical undertakings),
3. Public Private Partnership (PPP) project,
4. Private sector power generation (other than coal-based),
5. Businesses of software development and information technology enabled services. Income tax exemptions are tied with condition, which are: i) Must registered with BIDA ii) Obtained certificate from NBR

• Step 1 | Collecting the required Application Form from the City Corporation or Municipality Office.
• Step 2 | Fill in the Trade License application form.
• Step 3 | Arrange the copies of the required documents.
• Step 4 | Submit the filled-in application form and required documents to the concerned office.
• Step 5 | Verification of the application and supporting documents by the Licensing Supervisor.
• Step 6 | Next, the Required fees shall be deposit at the concerned office.
• Step 7 | If the Concerned Authority is satisfied after verification, it shall issue a Trade License Certificate to the applicant.
• Step 8 | Collection of Trade License Certificate form the City Corporation/ Municipal Corporation.

Required Documents for Obtaining General Trade License in Bangladesh

• Prescribed Trade License Application Form
• A National ID Card of the Owner
• 3 Copies of the Passport Size Picture of the Owner
• A Holding Tax Payment receipt
• A company Incorporation Certificate
• A certified copy of the Memorandum of Association and Articles of Association
• A VAT registration certificate.
• Declaration on non-judicial stamp to abide by the rules and regulations of City Corporation/Municipality/Union Parishad
• Copy of Financial/Bank Solvency Certificate of the company
• Tax Clearance Certificate (TIN)
• An Agreement of Partnership
• Work Permit from Bangladesh Investment Development Authority (BIDA)
• Copy of Passport if the director is a foreigner."

Trade license is manually/digitally issued by the relevant local government offices such as City Corporation, Municipality or Union Parishad.

A trade license from Dhaka South City Corporation is currently serviced through BIDA’s OSS Portal (https://bidaquickserv.org/).

Any form of company (trade organization, society, partnership firm) needs to be registered with the Registrar of Joint Stock Companies & Firms (RJSC&F) according to the Companies Act 1994.

Arrangement has been introduced to obtain incorporation certificate from BIDA’s OSS Platform in addition to RJSC&F (www.rjsc.gov.bd).

The Step by Step Procedure for Obtaining Fire Licenses in Bangladesh:

• First step is to Collect the application Form. The application Form shall be collected from the Dhaka Head Office of Fire Service and Civil Defense.
• Then the application form shall be duly filled in.
• Arrange the copies of the required documents.
• Submit the filled in application form along with the supporting documents to the office of Fire Service and Civil Defense.
• After that, an Inspection Officer form FSCD will inspect the factory area for inspecting the followings safety measures:
• Availability of Fire-Fighting Equipment’s at the Establishment/Factory
• Two exit stair cases at the factory
• Facilities of entering the Fire Brigade Vehicle to enter into the spot
• There should be enough space for load-unload facilities space goods of the factory building.
• After the inspection is complete, a Demand Note is issued which states the amount of fee that needs to be paid by the applicant.
• If there has been points of violation then a specific time is given to address these issues to the applicant.
• Later, The Factory will be re inspected in order to check if the flagged violations have been addressed.
• After all the above steps are complete, if FSDC is satisfied that the Factory fulfils the requirements of fire safety, it shall issue a Fire License to the applicant.
• Obtain the Fire License Certificate.

Required Documents for Obtaining fire Licenses in Bangladesh

• Completely filled in prescribed application form
• Attested Copy of original duly attested Trade License of the company.
• Attested Copy of Company Incorporation Certificate.
• Attested Copy of Memorandum of Association and Articles of Associations.
• Copy of Financial/Bank Solvency Certificate of the establishment.
• Tax Payers identification number (TIN).
• Valuation Certificate from Municipality or relevant city corporation.
• A No-Objection-Certificate from local representative. (If Plastic Industry)
• Original copy of treasury challan or Demand note.
• Deed of Agreement with rental receipt.
• A Clearance Certificate from the FSCD Office.
• 2 sets of layout plan of the establishment/factory/building authorized by RAJUK or City Corporation.
• Completely filled in additional form (In case of garments factories).

The Steps for Obtaining Factory Establishment License (online) is mentioned below:

• At First, Visit the Labour Inspection Management Application Website
• From the Top Menu, proceed with ""Forms"" and then select “Form 77” (License Application)
• Create a User ID and Password
• Then Auto Login/Login to Lima Portal by providing the new User ID and Password
• Fill up the application form by proving necessary information’s.
• Attach the required attachments
• Save draft or finalize the application
• Submit the Application
• The application is then reviewed by DIFE Licensing Authority
• Depending on the type of industry the application is then sent to DIG/IG
• DIG/IG will review the application and provide comments
• If necessary, factory/Establishment shall be inspected and give assessment report on inspection
• After all the assessment and verification if the Licensing Authority/DIG is satisfied then factory license shall be provided
• Obtain the Factory License

This is a guide which explains as to how to incorporate or register a company in Bangladesh. Company incorporation in Bangladesh comes in a different form and procedure as per the Companies Act 1994, under the act company registration procedure in Bangladesh differs depending on the types of company registration one may opt for in Bangladesh.

In order to understand as to how to incorporate or register a Company in Bangladesh we first need to understand the types of company the you want to register or incorporate. It could be a troublesome process if the right and applicable company incorporation procedure in Bangladesh is not known to one. Therefore, this guide shall help to understand the step by step process of the company incorporation in Bangladesh. There are several acts and provisions attached with the procedure of company incorporation in Bangladesh. Company house in Bangladesh, which is know as Registrar of Joint Stock Companies (RJSC) is the regulatory body responsible for registration of Companies in Bangladesh. Followings shall give an understanding of what is the procedure and what may be required to have a company incorporated/registered in Bangladesh.

As per the Companies Act 1994, there are mainly three types of companies:

• Company limited by shares,
• Company limited by guarantee; and
• Company with unlimited liability.

The most common form of company incorporation in Bangladesh is a registration of a company limited by shares. In order to register a Company in Bangladesh Companies Act 1994 does not provide the step by step procedure on how to set up a company as it is mainly dealt by the Registrar of Joint Stock Companies and Firms (RJSC), the Company House of Bangladesh. The step by step procedure of registering or incorporating a company in Bangladesh of a Private Limited Company. The following is the step by step procedure for incorporating or registering a company limited by shares in Bangladesh are detailed below:-

• Step 1 - Obtaining Name Clearance for registering a Company in Bangladesh:
  Obtaining the name clearance is the first step of company registration in Bangladesh. You must chose a suitable business name for your company before proceeding with the registration of the name. It must not correspond with an existing name or any other names that it is so similar with an existing name when the scope of business of the proposed company and the existing company cannot be distinguished.
  One has to visit the website of RJSC name clearance portal which is http://app.roc.gov.bd:7781/ .
  After entering the Portal, you shall have to signup with an email address and other information such as your name and the desired purpose.
  Upon signing up on the portal, you must search for your desired name, and if no such name exist you can apply to obtain for the name clearance.
  Name Clearance Portal RJSC | Company Incorporation in Bangladesh
  Once you have made the online application, you shall require to pay a fees of BDT 500 to BDT 1000, since the fees sometimes changes in a form of a bank Challan to the selected Bank by RJSC.
  After making the Challan you must update the information to the RJSC portal and they shall notify within 24 to 48 hours whether the name has been successfully obtained.
  After completion of obtaining the name clearance, please note that the as per the latest policy of RJSC, one must have to incorporate or register the company in Bangladesh within a time of 1 month, otherwise the name clearance shall be required to be renewed or a new name clearance has to be obtained.
• Step 2 - Documentation | Company Registration in Bangladesh:
  The following documents would be required to be submitted to RJSC for their verification:
  Memorandum of Association (MOA) and Articles of Association (AOA) of the company; this two documents together forms the constitution of the Company in Bangladesh and it is recommended that you must hire a business or company lawyer in Bangladesh who is an expert in company laws, otherwise there you may end up restricting your business to some or no scope. MOA and AOA forms the most vital segment of your company incorporation procedure in Bangladesh, hence, be very careful as to how to form the constitution of the company.
  Promoters resolution to open a Company in Bangladesh; this document outlines the intentions of forming a company in Bangladesh. It is mainly required when a foreign company is a shareholder of the proposed company in Bangladesh.
  Obtaining and executing the following forms for registering the company in Bangladesh with RJSC:
  • Filled in Form I: Declaration on registration of Company;
  • Filled in Form VI: Notice of situation of registered office;
  • Filled in Form IX: Consent of director to act;
  • Filled in Form X: List of persons consenting to be directors;
  • Filled in Form XII: Particulars of the directors, manager and managing agents.
  • Form XII | Company Incorporation Procedure in Bangladesh
• Step 3 - Banking Formalities
  If it is a foreign company willing to register as a shareholder of the company in Bangladesh, the procedure of the company registration in Bangladesh adds a new clause in it. It is ordained by the laws of Bangladesh and the guideline given by RJSC, the foreign company, must pay its shareholding amount in the proposed Bangladeshi company.
  In order to bring the foreign shareholding amount, you will require to open up a temporary bank account through submitting the following documents to the respective banks, which as follows:
  • Draft copy of your MOA and AOA.
  • Name Clearance.
  • Board Resolutions of the foreign company.
  • Passports copies of the representative shareholders along with the bank account opening forms.
  • Other document which the respective bank may request from time to time.
  • After successfully opening the bank account and injecting the share capital ammount, you must abtain an ""Encashment Certificate"" from the bank which states that the amount required for capital contribution has been duly remitted in the temporary bank account of the proposed company.
• Step 4 - Registration | Company Incorporation in Bangladesh:
  In order to register the company with the RJSC, registration fee and stamp duty has to be paid in the prescribed bank of RJSC;
  Such government fee shall be determined based on the authorized share capital of the proposed company;
  Upon successful completion of all the formalities, a certificate of incorporation has to be obtained from the RJSC.

Post Company Registration Formalities in Bangladesh

• Firstly, Post Company registration formalities in Bangladesh includes obtaining the following certificates/licenses:
  • Tax Identification Number;
  • Value Added Tax (VAT) Certificate;
  • Trade License;
• Secondly, return filings of the company in Bangladesh. Registered entities are under an obligation to file returns in prescribed forms and schedules, and the RJSC upon satisfaction approves and preserves such records. There are two types of returns:
  • a) Annual Return: Every year the company must submit the following documents to the RJSC-
    • Schedule X: It is an annual summary of share capital and list of shareholders; S.36;
    • Balance Sheet within 30 days from the date of Annual General Meeting (AGM);
    • Profit and Loss Account within 30 days from the date of AGM;
    • Form 23B: It is a letter of approval by the auditor to be submitted within 30 days since the date of appointment.
  • b) Return for any change in entity: In case of any change made in the company, a relevant return in prescribed form must be filed with the RJSC.

Registration fee for local, foreign and joint venture industry is same.

Registration fee varies from BDT 5,000 to 100,000 depending on the amount of proposed investment (as indicated below). Amount of fee Up to BTD 100 million BDT 5,000/- BDT 100 million - 250 million BDT 10,000/- BDT 250 million - 500 million BDT 25,000/- BDT 500 million - 1,000 million BDT 50,000/- Over BDT 1,000 million BDT 100,000/- 15% VAT is applicable on the amount of fee.

According to the Prescribed Bill of Entry and Bill of Export Form Order, 2001 issued by the NBR, following documents are to be enclosed (for all export consignments) with the Bill of Export for customs clearance:

• Export L/C; if there is no export L/C, Export Contract or Purchase Order or Export Guarantee approved by the negotiating bank.
• Commercial invoice containing detailed description of goods and signed by the exporter.
• Packing list containing quantity, weight and packing information.
• EXP form certified by Authorized Dealers (ADs) to ensure the realization of export proceeds.
• Certificate of Origin of export goods (issued by EPB or Chamber of Commerce and Industry).
• VAT registration certificate.
• Taxpayer Identification Number (TIN) issued by Income Tax Department under the NBR.
• For some categories, product-wise additional certification/documents are necessary for export.

Some of them include:

1. ERC for jute, jute goods and tea.
2. Consignment wise export permit issued by the Bangladesh Tea Board for export of tea.
3. Approval of the Ministry of Industries in the case of export of Urea fertilizer produced in all factories except KAFCO.
4. ‘No objection certificate’ from the Ministry of Information in the case of export of entertainment programs, music, drama, films, documentary films etc. in the form of audio cassettes, video cassettes, CDs, DVDs etc.
5. Utilization Declaration for export of RMG under bonded warehouse or Utilization Permission for export of other goods under bonded warehouse.
6. Phytosanitary certificate for agricultural goods (such as vegetables, corns etc.) as per the requirement of the country of export (issued by the Plant Protection Wing of the Department of Agriculture Extension).
7. Quality control certificate in case of export of products for which such certificate is obligatory (e.g. quality control certificate by the Department of Fisheries is necessary as per the requirements of the country of destination for frozen fish).
8. NOC from the CCI&E and Bangladesh Bank to allow exports on a export-cum-import or returnable basis.
9. Bank guarantee equaling the value of goods to be exported on a export-cum-import or returnable basis.

Once the export declaration is approved by the Customs authority after documentary check and physical verification of export consignments, exportable goods are loaded into containers and stuffed into the ship/aircraft/truck. Export is complete once the ship/truck/airlines leaves the port, and customs officer in charge (PO-on-Board/gate division officer in charge) signs on the back of the 2nd copy of the shipping bill (as ‘shipped on board’). It is to be noted that where goods are loaded into containers at the private ICDs/exporters’ premises, gate division officer may check the goods before it proceeds to the port area.

The Prescribed Bill of Entry and Bill of Export Form Order, 2001 issued by the NBR outlines the documentary submission requirements. For release of goods from Customs, following documents need to be submitted along with the declaration for all types of imports:

• Letter of Credit (L/C).
• Invoice
• Bill of Lading/AWB/Truck Receipt/Railway Receipt
• Packing List
• “Country of Origin” Certificate (except coal and export oriented garments industries)
• Insurance policy/cover note
• VAT/BIN Certificate

Following additional documents are required for different types of goods, such as:

• BDS standard will be mandatory for clearence of 55 items, and in case where no certificate from and accredited laboratory from the exporting country is available, a certificate from the BSTI is necessary, as per Import Policy Order, 2015-2018 Para 26(28). Radioactivity test report from the concerned authority of the exporting country for food items (Import Policy Order, 2015-2018 Para 16). Clearance certificate(s) from the Bangladesh Atomic Energy Commission for food items to the effect that the radioactivity level found in the imported food-stuff is within the acceptable limit (Import Policy Order, 2015-2018 Para 16(9)). Pre-shipment Inspection test report for milk food products and powder milk, coal and hard coke, Break Acrylic (HS 39.15 and 3915.90), M.S. Billets (7207) and for items where the value of a single item authorized for import by public sector agencies is Taka fifty lac or above. Approval letter of the Chief Inspector of Explosives of the Ministry of Power, Energy & Mineral Resources for import of explosives (Import Policy Order, 2015-2018 Para 26(1)). Copy of intellectual property certificate (by the IPR holder of the exporting country) in the case of import of branded goods registered under any law related to IP in Bangladesh [Para 5(6)(c) of Import Policy Order, 2015-18] Onc the duties and taxes are assessed by Customs, the importer (or his C&F agent) pays duties and taxes. On payment of duties and taxes assessed, Customs issues release order for clearance and after completion of port formalities, goods are cleared.
• Samples valued up to US $100 and weighing up to 5 kg is cleared (through manual system) same-day (in Dhaka Air freight) if the consignee authorizes duty and tax to be billed to the shipper on the Air Waybill. Samples valued over US $100 and weighing more than 5 kg will require formal clearance through ASYCUDA WORLD system.
• It is to be noted that for the customs clearance of imported animals, plants and plant products, quarantine conditions (such as certification from quarantine department, fumigation etc.) shall have to be observed. As per Import Policy Order, 2015-2018 Para 26(60), fumigation is mandatory in case of import of raw cotton produced and packed in Western Hemisphere.
• If an import consignment is not cleared within 21 days (of the date of unloading at a Customs airport) or 30 days (of the date of unloading at a customs-port or a land customs station or customs-inland container depot), or within the extended time as the appropriate officer may allow, the consignment may be disposed of through auction [Section 82 of the Customs Act 1969].
• In cases, where it is not possible immediately to assess customs duty that may be payable on any imported goods for the reason that the goods require chemical or other test or a further enquiry for purposes of assessment, or that all the documents or complete documents or full information pertaining to those goods have not been furnished, Customs authority may assess the consignment provisionally. In such cases, the importer (except goods entered for warehousing) needs to furnish unconditional bank guarantee/security deposit of an amount (as deemed sufficient by Customs) from a scheduled bank for the payment of the excess amount of duty that may be payable after the final assessment. In this case, the final assessment has to be completed within a period of 120 working days from the date of provisional assessment.

• Previously interest-free short-term borrowing from parent/affiliate companies are al- lowed.
• Manufacturing industries are still allowed to avail the interest-free loans (one year) from overseas parent/ affiliate companies if urgently necessary.

Foreign owned industrial enterprises (engaged in manufacturing activities) are allowed to avail short-term foreign loans to fund working capital from overseas parent/ affiliate companies for maximum three years from the date of inception of manufacturing operation on conditions:

• Interest shall be payable in local currency (Taka) at the prevailing three-month Taka term deposit rate applicable by each authorized dealer (AD) bank,
• Repayment of principal and interest upon maturity shall be repatriated by converting local currency to the currency of loan-sourced country at the prevailing exchange rate. Further relaxation has been brought through the Foreign Exchange Circular No.4 (19 Jan. 2021) of Bangladesh Bank. The relaxation is applicable to:
• In addition to manufacturing industries, the short-term borrowing can be accessible by foreign owned companies engaged in service activities (except trading business),
• Such short-term borrowings can be admissible in convertible foreign currencies maximum for six years from the date of inception of manufacturing/ service activities.
• Borrowing companies may pay interest maximum at the rate of 3.0% per annum.
• Prior approval by Bangladesh Bank is not required neither for receipt nor to repay the loan. But borrowing companies have to report about obtaining and repaying the loan.

Borrowing companies have to keep debt: equity ratio at 70:30 except power generating companies. Power generating companies are allowed to keep debt: equity ratio at 80:20.

How the investors can access to the short-term foreign loans? • Previously interest-free short-term borrowing from parent/affiliate companies are al- lowed. • Manufacturing industries are still allowed to avail the interest-free loans (one year) from overseas parent/ affiliate companies if urgently necessary.

Foreign owned industrial enterprises (engaged in manufacturing activities) are allowed to avail short-term foreign loans to fund working capital from overseas parent/ affiliate companies for maximum three years from the date of inception of manufacturing operation on conditions:

• Interest shall be payable in local currency (Taka) at the prevailing three-month Taka term deposit rate applicable by each authorized dealer (AD) bank,
• Repayment of principal and interest upon maturity shall be repatriated by converting local currency to the currency of loan-sourced country at the prevailing exchange rate. Further relaxation has been brought through the Foreign Exchange Circular No.4 (19 Jan. 2021) of Bangladesh Bank. The relaxation is applicable to:
• In addition to manufacturing industries, the short-term borrowing can be accessible by foreign owned companies engaged in service activities (except trading business),
• Such short-term borrowings can be admissible in convertible foreign currencies maximum for six years from the date of inception of manufacturing/ service activities.
• Borrowing companies may pay interest maximum at the rate of 3.0% per annum.
• Prior approval by Bangladesh Bank is not required neither for receipt nor to repay the loan. But borrowing companies have to report about obtaining and repaying the loan.

Yes, companies must be registered with BIDA or competent authority to avail long term foreign loan. Prior permission has to be obtained from BIDA to avail foreign/overseas loan.

• Prior approval of BIDA is required for borrowing from abroad in foreign currency (commercial loan, buyer’s and supplier’s credit, etc.) to import capital goods for new project, replacement or expansion of the existing production facilities.
• No permission is granted to avail foreign loan to use as working capital.
• The Scrutiny Committee on Foreign Loan/Supplier’s Credit award approval to avail foreign loan. The application for foreign loan has to be submitted to BIDA in the prescribed form with following supporting documents:
  • Certificate of Incorporation and Certificate of Commencement from Registrar of Joint Stock Companies & Firms,
  • Certified copy of the Memorandum and Articles of Association of the company,
  • Copy of Registration Certificate ‘from BIDA,
  • Term-sheet, Loan MoU, or Loan Agreement between the lender and borrower, indicating repayment period with detailed schedule, grace period, calculated effective rate of interest,
  • Board’s resolution related to the proposed borrowing,
  • Feasibility report of the investment project,
  • Financial analysis covering internal rate of return (IRR), break-even point, debt-equity ratio of the project, debt-service coverage ratio, for both base and sensitive cases,
  • Relevant equity forms and undertaking from the sponsors/ directors duly filled in for collection of CIB report.
  • Bank certificate on indebtedness or creditworthiness of the borrowing company and its sponsors based on the latest CIB report,
  • Certificate from BRTC or BUET which validate the quality, price, and economic life of capital machinery to be imported (in case of supplier’s credit only),
  • Encashment certificate, C-Form and Bangladesh Bank report collected from the authorized dealer,
  • Utilization of the subject loan with proper banking documents,
  • Equity encashment certificate of the project with proper banking documents,
  • Credential of the sponsors, and
  • Track record of foreign borrowing.
    ♦ This application of foreign currency loan is currently serviced through BIDA’s online OSS platform (https://bidaquickserv.org/).
    ♦ Foreign owned (100%) investment projects that are located in EPZ may however obtain foreign currency loans from overseas financial institutions or entities, without prior approval of BIDA or BB.
    ♦ Applications shall be examined in terms of commercial viability, indebtedness and creditworthiness of the borrower, repayment period, debt-equity ratio, quality/ price/ economic life of procured capital machinery and equipment.
    ♦ BIDA gives priority mainly to the medium to longer term borrowing.
    ♦ Applications, after duly scrutinized, shall then be submitted to the Scrutiny Committee headed by the Governor of Bangladesh Bank (BB) for final approval. Following additional documents are needed for the Power Sector:
    • Letter of Intent,
    • Implementation Agreement, and
    • Power Purchase Agreement