Business Advisory and promotional services
  1. Formation/ Incorporation of Companies
  2. Branch/ Liaison Office set up
  3. Partnership
  4. Proprietorship business
  5. Agency
  6. Enlisting Joint venture interest
  7. Foreign Investment incentive
  8. Trademark and Patents
  9. Payroll Services
  10. Visa & Work permit
  11. Application for Ship Arrest
  12. Preparation of Project proposal/ Finance Proposals
  13. Management Consulting
  14. SEC-Related Reporting Requirements
  15. IFRS/BFRS Convergence
  16. Policy & Procedure Development
  17. Personnel training
  18. Office Organizations

Formation/ Incorporation of Companies

  1. Name clearance
  2. Resolution with regards to the formation of the company in Bangladesh
  3. Preparation and finalisation of the draft Memorandum of Association and Articles of Association
  4. Subscription of capital contribution at the time of incorporation through authorised schedule bank in Bangladesh.
  5. Filing application for registration in relevant prescribed forms duly filed and signed
  6. Post-registration follow-up - After the registration is complete the following requires to be obtained : -
    • a. Tax Identification Number (TIN)
    • b. VAT registration number
    • c. Trade licence from the city corporation.
    • d. d. Opening of Bank account in the name of the Company through Board resolution in this regard
  7. Open corporate bank account- To open a bank account, an application in prescribed form has to be made along with the following documents : -
    • a. A Copy of Memorandum and Article of Association.
    • b. A resolution of the Board of Director of the Company.

Branch/ Liaison office

  • 1. Submission to the Board of Investment (BOI) for Registration
  • 2. Exchange controls department of Central Bank for permission
  • 3. Submission for Registration with Registrar of Joint Stock Companies and Firms (RJSC)
  • 4. Income tax registration- submission
  • 5. VAT registration- submission
  • 6. E-Visa and Work permit for expatriates – to be obtained by submitting
  • 7. Expatriate permission from Exchange Control under section 18A of Exchange Control Act 1947
  • 8. Regulatory Reporting
    • i. Preparation and submission of quarterly return to Bangladesh Board of Investment, Tax authorities and authorized dealer of Bangladesh Bank and all other necessary reports according to the local government reporting requirements.
    • ii. Quarterly return of withholding tax to the tax authority by the 15th day of the quarter end.

Partnership:

Business can also be conducted in Bangladesh by forming a partnership as per Partnership Act 1992. Persons entering into partnership with one another are called individually and collectively a 'firm'. Agreement by which partnership is entered, needs to be registered on payment of requisite fee. Partnership firm is registered with the RJSC by submitting prescribed forms with requisite information. Partners are liable for their respective tax as per the prevailing rate fixed for individual.

Proprietorship Business:

Any individual by obtaining a Trade License from the concerned City Corporation/Municipality may also conduct business without forming any legal entity. Tax is payable as per the prevailing rate fixed for individual.

Agency:

Any individual/entity may act on behalf of its principal. Relationship between the principal and the agent would be governed by the agreement executed between them. Agent will be required to obtain permission from Bangladesh Bank under Section 18A of Foreign Exchange Regulation Act 1947 in order to act or accept appointment to act as agent in the trading or commercial transactions of a foreigner or of a company not incorporated under the laws of Bangladesh.

Enlisting Joint Venture Interest

The Government of Bangladesh encourages foreign investment both in the form of 100% foreign ownership and joint venture. Joint ventures could be formed in any combination of equity participation (from 1% to 100%).
Joint venture and 100% foreign investment proposals in the private sector:

  • i. Entrepreneur/investors are advised to apply for registration to BOI in order to avail of facilities and the institutional support services provided by the Government;
  • ii. Prescribed application form has to be collected from BOI Office or downloaded from BOI website www.boibd.org.
Permission for setting up joint venture industrial units with the public sector corporations:
Any individual entrepreneur either local or foreign can set up an industry with public sector corporation. Such joint venture is required to be registered with the BOI if the private sectors contribution is more than 50% of the project cost and in such case it is treated as private sector project. For any public sector which makes contribution out of their own fund needs approval of the concerned ministry. If the contribution of the corporation is 50% or above, it is treated as a public sector project. The public sector project is processed by the concerned Ministry for approval of the Planning Commission.
  • i. Government promotes rapid privatization of the state-owned enterprises (SOEs).
  • ii. Infrastructure and high involvement projects like power have been encouraged for public-private joint venture.

Foreign investment incentives

Foreign investors are entitled to a number of incentives so as to attract investment in Bangladesh. Furthermore, the government has liberalised the industrial and investment policies in recent years by reducing bureaucratic control over private investment. Some of the investments incentives to attract foreign investors are as follows

1. Fiscal incentives :
  1. Tax holiday generally 7 to 10 years.
  2. Accelerated depreciation allowance instead of tax holiday
  3. Concessionary income tax in lieu of Tax Holiday and accelerated depreciation
2. Duty : No import duty for export oriented industry. Also, concessionary duty on imported machinery.
3. Tax Law : Double taxation can be avoided in case of foreign investors on the basis of bilateral agreements.
4. Remittance : Of royalty, technical assistance fee allowed.
5. Flexibility of ownership : Foreign investors can set up ventures which are either wholly owned or in collaboration with a local partner.
6. Exit : An investor can wind up an investment either through a decision of the AGM or EGM. Once a foreign investor completes the formalities to exit the country, he or she can repatriate the sales proceeds after securing proper authorization from the Central Bank. Full repatriation facilities of dividend and capital in the event of exit.
7. Legal protection: Right to protection of law for every citizen and to any other person within Bangladesh is enshrined in Article 31 of the constitution, stipulating that "…in particular no action detrimental to life, liberty, body, reputation or property of any person shall be taken except in accordance with law.

Trademark and Patents

  • Procedure for registration of trade mark in Bangladesh

For registration of Trade Mark an application in prescribed Form, duly filled in, has to be filed with the Registrar of Trade Marks, Government of Bangladesh, Dhaka. Five specimen copies of the Trade Mark sought to be registered need to be attached with the application.

Payroll Services

  • i. Set up employees' records in accounting database as mutually agreed between KPMG and the Company, including for new hires, resignations and any payroll changes, remit to employees' bank account with personal details as needed
  • ii. Provide a monthly report on all payments and deductions made.
  • iii. Account for employee payroll and benefit payments per month, including salary adjustment and any other one time or recurring allowances and deductions
  • iv. Generate pay slips / advices, other local statutorily required documents and distribute to employees; and
  • v. Perform all regulatory filings related to employees' payroll services in a timely manner;

Visa and Work Permit

Visa:
Business visitors to Bangladesh will require a visa. The visa has to be obtained from the Bangladeshi diplomatic mission in the visa applicant's country. Bangladesh issues the following categories of business visas:

  • a. Single-entry for three months
  • b. Multiple-entry for three months
  • c. Multiple-entry for six months
  • d. Multiple-entry for one year
Landing Permit / Visa on Arrival (LP/VOA):
Foreign investors and businesspersons can apply for a LP/VOA on arrival at the Zia International Airport for a duration of 30 days provided:
  • a. The foreign investor is identified by a certificate issued by BOI, BEPZA or the Ministry of Industries
  • b. The foreign businessperson who is directly associated with import of Bangladeshi products is identified by a certificate from the relevant associations of export-oriented
  • c. Commercial/industrial organizations (ie- Federation of Bangladesh Chamber of Commerce and Industry (FBCCI) or the Bangladesh Garment Manufacture and Export Association (BGMEA)).
  • d. LP/VOA cannot be extended under any circumstances.
  • e. The LP/VOA applicant must have $500 endorsed in his/her passport or in cash.
  • The LP/VOA applicant must have a return ticket.
Work Permits
In order to employ a foreign national, it is imperative that the employer obtain a work permit. The following are the conditions need to be fulfilled before applying for a work permit:
Nationality of Employee: All nationalities, except for Israeli citizens will be permitted to undertake employment in Bangladesh.
Registered Industrial Establishments: Employment of expatriate personnel should only be considered in industrial establishments which are sanctioned/ registered by the appropriate authority.
Minimum Age of Foreign Employee: Persons below 18 years of age are not eligible for employment
Local Experts not Available: Employment of foreign nationals is normally considered for jobs in which local experts/technicians are not available.

Application for Ship Arrest

Our courts will allow arrests in cases of a claim relating to maritime lien, ownership, a registered mortgage or damage as the case may be falling within the ambit of court's jurisdiction as is allowed under the Admiralty Court Act 1861. A suit for the claim amount is to be filed along with a petition for arrest supported by an affidavit at a preliminary hearing in the Admiralty Court and if the prima facie claim is made out a warrant of arrest is issued by the Court.
Documentary evidence such as original copies of vouchers, receipts, requisitions, demands, muster rolls, receipts for provisions and supplies, document of lien, charge, mortgage, or of any claim or damage or evidence of ownership and all other relevant document are required to institute the suit.
Ship arrest is a right in rem and therefore ships of subsidiary companies cannot be sought to be subject to arrest. Furthermore, the defendant in the suit can order the arrest warrant to be lifted by opposing it. Upon satisfaction of the arguments or upon furnishing security the court may order the vessel to be released, follows by the issuance of a warrant of release to be served on the ship and all the relevant and concerned authorities.

Other advisory services

  • Other advisory services on labor, finance, tax laws etc as and when required.
  • Submission and obtaining approval of different forms (FD-2, FD-3, FD-6, FD-9, FC-1, FC-2) from NGO Affairs Bureau