Q&A about setting up foreign-owned Limited Liability Company in Bangladesh

Q&A about setting up foreign-owned Limited Liability Company in Bangladesh

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Bangladesh Foreign-funded Limited Liability Company
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Bangladesh – Organizational Structure of Foreign-funded Companies

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What are the types of Foreign-funded Companies in Bangladesh?

Foreign-funded companies in Bangladesh can be categorized into several types based on their ownership structure and the nature of their business. Here are some common types of foreign-funded companies in Bangladesh:

  1. Joint Venture (JV): A joint venture involves a partnership between a foreign company and a local company in Bangladesh. Both parties contribute capital, technology, and expertise to establish and operate the company.
  2. Wholly Foreign-Owned Enterprise (WFOE): A wholly foreign-owned enterprise is a company in Bangladesh that is fully owned and controlled by a foreign company or investor. The foreign investor has full authority over the management and operation of the company.
  3. Branch Office: Foreign companies can also establish branch offices in Bangladesh to carry out specific activities. A branch office is an extension of the foreign company and operates under its control and supervision.
  4. Representative Office: A representative office is established by a foreign company to conduct market research, promotional activities, and maintain relationships with customers or clients in Bangladesh. It does not engage in commercial activities or generate revenue.
  5. Subsidiary: A foreign company can establish a subsidiary in Bangladesh by acquiring a controlling interest in a local company or by establishing a new company. The subsidiary operates as a separate legal entity with the foreign company having majority ownership.

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What are the procedures for setting up the Foreign-funded Limited Liability Company in Bangladesh?

The procedures for setting up a foreign-funded limited liability company (LLC) in Bangladesh typically involve the following steps:

  1. Name clearance: Select a name for the LLC and submit an application for name clearance to the Registrar of Joint Stock Companies and Firms (RJSC). The proposed name should comply with the company registration rules and should not conflict with existing company names.
  2. Memorandum and Articles of Association: Prepare the Memorandum of Association (MoA) and Articles of Association (AoA) for the LLC. These documents outline the company’s objectives, business activities, shareholders’ rights and obligations, and other key provisions.
  3. Office space and address: Arrange for physical office space and provide the registered address of the LLC. The office address should be a legally permissible location for conducting business activities.
  4. Shareholders and share capital: Determine the shareholders of the LLC and their respective shareholdings. Foreign investors can hold shares in the LLC subject to the Foreign Direct Investment (FDI) regulations of Bangladesh. Determine the share capital and the amount of capital each shareholder will contribute.
  5. Bank account and capital remittance: Open a bank account in Bangladesh in the name of the proposed LLC. Remit the required share capital from abroad to the bank account in accordance with the foreign exchange regulations. Bank will provide the encashment certificate as proof of remittance of paid up capital.
  6. Incorporation application: Prepare and submit the incorporation application to the RJSC along with the necessary documents, including the MoA, AoA, share capital declaration, and other prescribed forms. The application should also include information about the directors and shareholders of the company.
  7. Tax registration: After the incorporation of the LLC, register for tax purposes with the National Board of Revenue (NBR) and obtain a Tax Identification Number (TIN).
  8. Obtaining registration certificate: Upon successful review and verification of the application, the RJSC will issue a registration certificate and a company incorporation number.
  9. Post-incorporation compliance: Fulfill any post-incorporation compliance requirements, such as obtaining necessary licenses and permits for the specific business activities, opening a VAT (Value Added Tax) registration, and complying with other regulatory obligations.

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What are the requirements for holding a position of director, manager/ supervisor, company secretary, etc. in Bangladesh’s foreign-funded companies?

In Bangladesh, the requirements for holding a position of director, manager/supervisor, company secretary, etc. in foreign-funded companies are as follows:

  1. Director: To become a director of a foreign-funded company in Bangladesh, the individual must be at least 18 years old, of sound mind, and not disqualified by law from holding such a position. The director must also have a valid Tax Identification Number (TIN) and a National Identity Card (NID).
  2. Manager/Supervisor: To become a manager or supervisor of a foreign-funded company in Bangladesh, the individual must have the necessary educational qualifications, experience, and skills to perform the job duties. The manager or supervisor must also have a valid TIN and NID.
  3. Company Secretary: Every company in Bangladesh, including foreign-funded companies, must appoint a company secretary. The company secretary must be a member of a recognized professional body and have the necessary knowledge, skills, and experience to perform the job duties. The company secretary must also have a valid TIN and NID.

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How long the share capital of a Bangladesh Foreign-funded Limited Liability Company must be hold before it can be sold?

There is no specific holding period for the share capital of a Bangladesh foreign-funded Limited Liability Company (LLC) before it can be sold.
However, the company’s Articles of Association may contain provisions that restrict the sale of shares or require shareholder approval for any transfer of shares.
Additionally, the sale of shares in a foreign-funded LLC may be subject to regulatory requirements and approval from the Bangladesh Investment Development Authority (BIDA) or other government agencies.

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Is a Resident Shareholders required for incorporation of Foreign-funded Limited Liability Company in Bangladesh?

No, a resident shareholder is not required for the incorporation of a foreign-funded Limited Liability Company (LLC) in Bangladesh.
The Companies Act, 1994 of Bangladesh does not require the presence of a resident shareholder in a foreign-funded LLC.
However, it is recommended that foreign investors appoint a local representative or agent to assist with the registration and ongoing operation of the company in Bangladesh.
The appointment of a local representative or agent can help ensure compliance with local laws and regulations and provide assistance with communication with government authorities and local business partners.
The representative or agent can also assist with the process of obtaining necessary permits, licenses, and approvals from government agencies.
It is important to note that while a resident shareholder is not required, the Bangladesh Investment Development Authority (BIDA) may require foreign investors to submit certain documents or information, such as a business plan, feasibility study, or information about the source of funding, to establish the eligibility for foreign investment.

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Is a Resident Director required for incorporation of Foreign-funded Limited Liability Company in Bangladesh?

No, a Resident Director is not required for the incorporation of a Foreign-funded Limited Liability Company (LLC) in Bangladesh.
The Companies Act, 1994 of Bangladesh does not require the presence of a Resident Director in a Foreign-funded LLC.
However, it is recommended that foreign investors appoint a local representative or agent to assist with the registration and ongoing operation of the company in Bangladesh.
If a Foreign-funded LLC chooses to appoint a Resident Director, the director must comply with the requirements of the Companies Act, 1994 of Bangladesh.
According to the Companies Act, the director must be at least 18 years old, of sound mind, not disqualified by law from holding such a position, and have a valid Tax Identification Number (TIN) and National Identity Card (NID).
Additionally, the director should possess the necessary professional and managerial skills to fulfill their duties.
It is important to note that while a Resident Director is not required, local laws may require foreign investors to submit certain documents or information to establish eligibility for foreign investment.

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Is there a company secretary required for incorporation of Foreign-funded Limited Liability Company in Bangladesh?

Yes, there is a requirement for a Company Secretary for the incorporation of a Foreign-funded Limited Liability Company (LLC) in Bangladesh.
Under the Companies Act, 1994 of Bangladesh, every company, including foreign-funded LLCs, must appoint a Company Secretary within six months of its incorporation.
The Company Secretary is responsible for ensuring that the company complies with legal and regulatory requirements, maintaining proper records, and providing administrative support to the directors and shareholders.
The Company Secretary must be a member of a recognized professional body and possess the necessary knowledge, skills, and experience to perform the job duties.
It is important to note that the Company Secretary can be a natural person or a corporate body.
The appointment of a Company Secretary is a mandatory requirement, and failure to comply with this requirement may result in penalties or fines.
Therefore, it is recommended that foreign investors appoint a qualified Company Secretary at the time of company incorporation to ensure compliance with local laws and regulations.

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What are the qualifications of a legal representative in Bangladesh in Bangladesh Foreign-funded Limited Liability?
Can a foreigner act as a legal representative?
If yes, he/she need a place of residence in Bangladesh?

In Bangladesh, a legal representative for a Foreign-funded Limited Liability Company (LLC) must be a natural person who is authorized to act on behalf of the company in legal and administrative matters.
The legal representative may be a director or an authorized agent of the company but must be a resident of Bangladesh.
According to the Companies Act, 1994 of Bangladesh, a director of a company must be at least 18 years old, of sound mind, not disqualified by law from holding such a position, and have a valid Tax Identification Number (TIN) and National Identity Card (NID).
The director should also possess the necessary professional and managerial skills to fulfill their duties.
A foreigner can act as a legal representative of a Foreign-funded LLC in Bangladesh, provided they fulfill the above requirements and obtain a work permit and a valid visa.
A foreign legal representative may be required to have a local address or place of residence in Bangladesh to facilitate communication with government authorities and local business partners.

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Is it possible to establish a Bangladesh foreign-owned company through an offshore company as holding company?

Yes, it is possible to establish a Bangladesh foreign-owned company through an offshore company as a holding company.
Foreign investors may choose to use an offshore company as a holding company to establish a subsidiary in Bangladesh for several reasons, including tax efficiency, risk management, and ease of capital transfer.
In such a scenario, the offshore company would own the shares of the Bangladesh subsidiary, and the Bangladesh subsidiary would operate as a foreign-owned company in Bangladesh.
The offshore company may be located in a tax-friendly jurisdiction and would be subject to the laws and regulations of that jurisdiction.
The Bangladesh subsidiary would be subject to the laws and regulations of Bangladesh and would be required to comply with all applicable local laws and regulations.
It is important to note that foreign investors must comply with all relevant regulations related to foreign investment in Bangladesh.
The Bangladesh Investment Development Authority (BIDA) is the primary regulatory agency responsible for promoting and facilitating foreign investment in Bangladesh.

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What are the special features of Bangladesh wholly foreign-owned limited liability company (LLC)?

Some of the special features of a wholly foreign-owned Limited Liability Company (LLC) in Bangladesh include:

  1. Foreign ownership: A wholly foreign-owned LLC in Bangladesh is 100% owned by foreign investors. This means that foreign investors have complete control over the management and operation of the company.
  2. Limited liability: The liability of the owners or shareholders of a wholly foreign-owned LLC is limited to the amount of capital they have invested in the company. This means that the personal assets of the owners or shareholders are protected in case of business losses or liabilities.
  3. Simple company structure: A wholly foreign-owned LLC in Bangladesh has a simple company structure that is easy to set up and maintain. The company must have at least two shareholders, but there is no requirement for a local director or shareholder.
  4. Foreign investment incentives: Bangladesh offers various incentives and facilities to foreign investors, including tax holidays, duty-free imports of capital goods, and repatriation of profits and capital.
  5. Access to a large market: Bangladesh is a large and growing market with a population of over 160 million people. A wholly foreign-owned LLC can access this market and take advantage of the growing demand for goods and services.
  6. Flexible business activities: A wholly foreign-owned LLC in Bangladesh can engage in a wide range of business activities, including manufacturing, trading, and services.
    It is important to note that foreign investors must comply with all relevant regulations related to foreign investment in Bangladesh. The Bangladesh Investment Development Authority (BIDA) is the primary regulatory agency responsible for promoting and facilitating foreign investment in Bangladesh.

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Bangladesh Foreign investment: permitted industries, restricted industries (licensed industries) and prohibited industries.

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Are Bangladesh foreign-investment industries and products be listed in a positive or negative list?
Or are there different approaches for foreign investment from different countries?

Bangladesh has a positive list approach to foreign investment.
This means that the government of Bangladesh has identified certain industries and sectors that are open to foreign investment, and foreign investors are permitted to invest in these industries subject to certain regulations and requirements.
The Bangladesh Investment Development Authority (BIDA) is the primary regulatory agency responsible for promoting and facilitating foreign investment in Bangladesh.
BIDA maintains a positive list of industries and sectors that are open to foreign investment.
These industries include agriculture, textiles and garments, leather, and leather goods, IT and software development, pharmaceuticals, chemicals, energy, and infrastructure development.
Foreign investors from different countries are subject to the same regulations and requirements for investing in Bangladesh.
However, certain countries may have preferential treatment or incentives under bilateral investment treaties or other agreements with Bangladesh.
It is important to note that foreign investors must comply with all relevant regulations related to foreign investment in Bangladesh.
BIDA and other regulatory agencies are responsible for monitoring and enforcing compliance with these regulations.

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In the positive list, what are the industries that foreign investment is allowed to invest in, which are the industries that are restricted for foreign investment (licensed industries), and the industries that are prohibited to invest in by foreign investment?
Will the positive list be different for different countries?

The positive list maintained by the Bangladesh Investment Development Authority (BIDA) identifies the industries and sectors that are open to foreign investment in Bangladesh.
The list includes a wide range of industries and sectors, including agriculture, textiles and garments, leather and leather goods, IT and software development, pharmaceuticals, chemicals, energy, and infrastructure development.
However, there are certain industries that are restricted for foreign investment in Bangladesh, also known as licensed industries.
These industries require prior approval or licenses from relevant regulatory authorities before foreign investment can be made.
The licensed industries include banking and financial services, insurance, telecommunications, media, and some other sectors.
There are also certain industries that are prohibited from foreign investment in Bangladesh, such as security printing and minting, nuclear power generation, and forest plantation and mechanized extraction.
The positive list is the same for all foreign investors in Bangladesh, regardless of their country of origin.
However, certain countries may have preferential treatment or incentives under bilateral investment treaties or other agreements with Bangladesh.
BIDA and other regulatory agencies are responsible for monitoring and enforcing compliance with these regulations.

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In the negative list, what are the industries that foreign investment is allowed to invest in, the industries that are restricted to foreign investment (licensed industries), and the industries that are not allowed to invest in foreign investment?
Will the negative list be different for different countries?

Bangladesh does not have a negative list approach to foreign investment.
Instead, it has a positive list approach, which means that the government of Bangladesh identifies certain industries and sectors that are open to foreign investment, and foreign investors are permitted to invest in these industries subject to certain regulations and requirements.
However, there are certain industries that are restricted for foreign investment in Bangladesh, also known as licensed industries.
These industries require prior approval or licenses from relevant regulatory authorities before foreign investment can be made.
The licensed industries include banking and financial services, insurance, telecommunications, media, and some other sectors.
There are also certain industries that are prohibited from foreign investment in Bangladesh, such as security printing and minting, nuclear power generation, and forest plantation and mechanized extraction.
The positive list of industries and sectors that are open to foreign investment in Bangladesh is the same for all foreign investors, regardless of their country of origin.
However, certain countries may have preferential treatment or incentives under bilateral investment treaties or other agreements with Bangladesh.
The Bangladesh Investment Development Authority (BIDA) and other regulatory agencies are responsible for monitoring and enforcing compliance with these regulations.

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What are the restriction on foreign investment in Bangladesh? For instance, what is the minimum share capital amount?
What are the rules for foreign shareholding ratio? Other?
Are they different for different countries?

There are certain restrictions on foreign investment in Bangladesh, which are primarily related to shareholding limits and sector-specific regulations.
Some of the key restrictions and regulations are:

  1. Minimum Share Capital: The minimum share capital requirement for a wholly foreign-owned LLC in Bangladesh is USD 50,000.
  2. Foreign Shareholding Ratio: In most industries, there are no restrictions on the percentage of foreign ownership. However, in certain sectors such as banking, insurance, telecommunications, and media, the government of Bangladesh has set limits on the maximum percentage of foreign ownership. For example, in the banking sector, the maximum foreign shareholding limit is 50%.
  3. Approval Process: Foreign investment in Bangladesh requires approval from the Bangladesh Investment Development Authority (BIDA) or other relevant regulatory authorities. Certain industries require additional licenses or approvals from sector-specific regulators.
  4. Taxation: Foreign investors in Bangladesh are subject to the same taxation policies as local companies. However, foreign investors may be eligible for tax incentives or exemptions under certain conditions.
    These restrictions and regulations are generally the same for all foreign investors in Bangladesh, regardless of their country of origin.
    However, certain countries may have preferential treatment or incentives under bilateral investment treaties or other agreements with Bangladesh.

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What are the licensed industries in Bangladesh?
What is the difference between the industries that allow foreign investment, the industries that restrict foreign investment (licensed industries), and the industries that do not allow foreign investment?

In Bangladesh, licensed industries are those that require prior approval or permits from sector-specific regulatory authorities before foreign investment can be made. The licensed industries in Bangladesh include:

  1. Banking and Financial Services
  2. Insurance
  3. Telecommunications
  4. Media
  5. Power and Energy
  6. Mining and Natural Resources
  7. Aviation
  8. Pharmaceuticals
  9. Shipbuilding
  10. Defense-related industries
    The industries that allow foreign investment are those that do not have any restrictions on foreign ownership and do not require any special permits or approvals for foreign investment.
    These industries include, but are not limited to, agriculture, textiles and clothing, leather and leather goods, information technology and software development, chemicals, and infrastructure development.
    The industries that restrict foreign investment, also known as licensed industries, are those that require prior approval or permits from sector-specific regulatory authorities before foreign investment can be made.
    These industries include banking and financial services, insurance, telecommunications, media, power and energy, mining and natural resources, aviation, pharmaceuticals, shipbuilding, and defense-related industries.
    The industries that do not allow foreign investment are those that are prohibited by law or government regulations.
    These industries include security printing and minting, nuclear power generation, forest plantation and mechanized harvesting, and others.

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Bangladesh-Foreign-funded Limited Liability Company document certification.

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What are the relevant investment documents required to establish a Foreign-funded Limited Liability Company in Bangladesh?
Are there different documents for different countries?

The relevant investment documents required to establish a Foreign-funded Limited Liability Company (LLC) in Bangladesh are:

  1. Memorandum and Articles of Association (MAA): This is the primary document that outlines the purpose of the company, its structure, and its internal governance rules. It must be signed by all the shareholders and submitted to the Registrar of Joint Stock Companies and Firms (RJSC) in Bangladesh.
  2. Certificate of Incorporation: This is a legal document that confirms the existence of the company as a legal entity. It is issued by the RJSC after the company has been registered.
  3. Bank Account Opening Certificate: This document is issued by the bank where the company’s bank account is opened.
  4. Tax Identification Number (TIN) Certificate: This is a certificate issued by the National Board of Revenue (NBR) that identifies the company for tax purposes.
  5. Trade License: This is a document that grants the company the right to conduct business in a specific location.
  6. Work Permit and Visa for Foreign Employees: Foreign employees working in the company need to obtain a work permit and visa from the Bangladesh government.
  7. Environmental Clearance Certificate: This is a certificate issued by the Bangladesh government that confirms that the company’s operations comply with environmental regulations.
    The required investment documents are generally the same for all foreign investors, regardless of their country of origin.
    However, some additional documents may be required for investors from certain countries, depending on the bilateral investment treaties or other agreements that Bangladesh has signed with those countries.

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What are the procedures for the certification of documents related to the investment of Foreign-funded Limited Liability Company in Bangladesh?
Are there different document authentication procedures for different countries?

To certify documents related to the investment of a Foreign-funded Limited Liability Company in Bangladesh, the following procedures need to be followed:

  1. Notarization: The documents must be notarized by a public notary, or a lawyer authorized to provide notary services.
  2. Legalization: The notarized documents must be legalized by the Ministry of Foreign Affairs or the designated authority of the country of origin.
  3. Attestation: The legalized documents must be attested by the Bangladesh Embassy or Consulate in the country of origin or the designated authority in Bangladesh.
  4. Translation: If the documents are not in English or Bengali, they must be translated into English or Bengali by a certified translator.
    The document authentication procedures are generally the same for all foreign investors, regardless of their country of origin.
    However, the requirements and procedures may vary slightly depending on the country and the specific circumstances of the investment.

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What is the sequence steps of set up a Foreign-funded Limited Liability Company in Bangladesh with share capital paid in place and opening a bank account? Which one should come first?

The sequence steps of setting up a Foreign-funded Limited Liability Company in Bangladesh with share capital paid in place and opening a bank account are as follows:

  1. Reserve the proposed company name with the Registrar of Joint Stock Companies and Firms (RJSC).
  2. Draft the memorandum and articles of association of the company.
  3. Obtain necessary clearances and approvals from the relevant government authorities, such as the Board of Investment (BOI) and the Bangladesh Investment Development Authority (BIDA).
  4. Register the company with the RJSC by submitting the necessary documents and paying the registration fees.
  5. Obtain the certificate of incorporation from the RJSC.
  6. Deposit the paid-up share capital in a bank account in Bangladesh.
  7. Obtain the tax identification number (TIN) and VAT registration number from the National Board of Revenue (NBR).
  8. Open a bank account in the name of the company using the deposited share capital.
    It is important to note that depositing the paid-up share capital in a bank account in Bangladesh is a requirement for registering the company with the RJSC.
    Therefore, it is necessary to deposit the share capital before register the company.
    Once the company is registered, the tax identification number (TIN) and VAT registration number can be obtained, and the company can open a bank account using the deposited share capital.

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What are the usual KYC regulations when opening a bank account with a Foreign-funded Limited Liability Company in Bangladesh?

The usual KYC (Know Your Customer) regulations when opening a bank account with a Foreign-funded Limited Liability Company in Bangladesh include the following:

  1. Identity proof: The bank will require identification documents for all authorized signatories and directors of the company, such as passport, national ID card, or driving license.
  2. Address proof: The bank will require proof of address for all authorized signatories and directors of the company, such as utility bills or a bank statement.
  3. Business proof: The bank will require proof of the company’s business activities and financial standing, such as the certificate of incorporation, memorandum and articles of association, bank statements, and tax registration documents.
  4. Board resolution: A board resolution authorizing the opening of a bank account and designating authorized signatories must be provided.
  5. Shareholding pattern: The bank may require a shareholding pattern of the company, showing the percentage of shares held by each shareholder.
  6. Business plan: The bank may require a business plan outlining the company’s operations, growth strategy, and financial projections.
  7. Source of funds: The bank may require information on the source of funds that will be used to finance the company’s operations and capital expenditure.
    These KYC regulations are designed to prevent money laundering and other financial crimes and ensure that the bank has a complete understanding of the company’s business activities and financial situation.

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Will the bank require a Bangladesh local director when opening a bank account for a Bangladesh wholly foreign-owned limited liability company (LLC)?

It depends on the bank’s policy and the specific requirements of the regulatory authorities in Bangladesh.
Generally, banks in Bangladesh require at least one authorized signatory to be a resident of Bangladesh when opening a bank account for a Foreign-funded Limited Liability Company in Bangladesh.
This resident signatory can be a local director, shareholder, or a representative of a local corporate service provider.
However, some banks may have different policies and requirements, so it’s important to check with the bank directly to determine what specific requirements apply to your situation.

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Will the bank require foreign legal representative have to be physically present for the bank interview, when opening a bank account with a Foreign-funded Limited Liability Company in Bangladesh?

It depends on the bank’s policy and the specific requirements of the regulatory authorities in Bangladesh.
Some banks may require the foreign legal representative to be physically present for the bank interview when opening a bank account with a Foreign-funded Limited Liability Company in Bangladesh, while others may allow the interview to be conducted remotely or through a local representative.
It’s important to check with the bank directly to determine what specific requirements apply to your situation.
Some banks may require additional documents or information to be provided in lieu of a physical interview, such as video conferencing or notarized documents.

R-bd-llc-5 Bangladesh – Staff Work Permit, Visa, and Residence
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Can a Foreign-funded Limited Liability Company in Bangladesh send expatriates to Bangladesh as the Investor’s role?
What are the application requirements, documents and procedures for the work permit, visa, and residence permit?
Are there differences in different countries?

Yes, a Foreign-funded Limited Liability Company in Bangladesh can send expatriates to Bangladesh as investors.
To obtain work permits, visas, and residence permits, the foreign investors or expatriates must first obtain a business visa, which is issued for an initial period of 30 days upon arrival in Bangladesh.
After obtaining the business visa, the investors or expatriates can apply for work permits and residence permits.
The application requirements, documents, and procedures for work permits, visas, and residence permits can vary depending on the specific circumstances and the country of origin of the investors or expatriates.
Generally, the application process involves submitting a variety of documents, including passport copies, educational and professional qualifications, and employment contracts.
Additionally, the company may need to provide documents related to its business activities and financial standing.

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Can a Foreign-funded Limited Liability Company in Bangladesh send expatriates to Bangladesh as the employee role?
What are the application requirements, documents and procedures for the work permit, visa, and residence permit?
Are there differences for different countries?

Yes, a Foreign-funded Limited Liability Company in Bangladesh can send expatriates to Bangladesh as employees.
The application requirements, documents, and procedures for the work permit, visa, and residence permit may vary depending on the nationality of the employee and the type of work they will be performing.
Generally, the company will need to sponsor the work permit for the employee and provide evidence that the employee has the necessary qualifications and experience to perform the job.
The employee will also need to apply for a visa and a residence permit.
The specific requirements and procedures can vary depending on the country of origin of the employee and the type of work they will be performing.

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What are the evaluation factors or requirements for a Foreign-funded Limited Liability Company in Bangladesh when applying work permit, visa, and residence permit?
What is the relationship with the salary, capital, and turnover of Foreign-funded Limited Liability Company?
Are there differences for different countries?

The evaluation factors or requirements for a Foreign-funded Limited Liability Company in Bangladesh when applying for work permit, visa, and residence permit include the applicant’s personal qualifications, education, work experience, as well as the reason and duration of their work in Bangladesh.
In addition, relevant documents need to be submitted and fees paid.
The evaluation factors or requirements related to salary, capital, and turnover may vary depending on the specific situation of the applicant, but in general, the Bangladesh government has certain requirements for the salary and investment quotas of foreign-funded companies.
While the Bangladesh government encourages foreign investment in the country, it also wants to ensure that these companies contribute to the local economy.
The evaluation factors and requirements may differ between different countries.

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Bangladesh- Registered Address and Operating Address of Foreign-funded Limited Liability Company in Bangladesh.

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What are the regulations on the registered address during the company registration and future operating address of a Foreign-funded Limited Liability Company in Bangladesh?

During company registration, a Foreign-funded Limited Liability Company (LLC) in Bangladesh is required to provide a registered address, which is the official address of the company as per the incorporation documents.
This address is used for official communication and legal purposes.
The registered address can be the physical address of the company’s office or the address of the company’s legal representative in Bangladesh.
As for the future operating address of the company, it can be different from the registered address.
The company is required to inform the relevant authorities of any change in the operating address within a certain timeframe and update the necessary documents accordingly.
It is important to note that the company must ensure that its operating address is compliant with local regulations and zoning laws.
In addition, the company must obtain any necessary permits or licenses for operating in that location, depending on the nature of the business activities.

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What are the specific regulations or requirements of a registered office address for a permitted industry of an LLC in Bangladesh?

The specific regulations or requirements for a registered office address of a permitted industry in a Foreign-funded Limited Liability Company (LLC) in Bangladesh may vary depending on the nature of the industry and any specific regulations applicable to that industry.
However, some general guidelines and requirements include:

  1. Physical presence: The registered office address should be a physical location where the company can receive official communications and correspondence.
  2. Zoning and regulatory compliance: The office address must comply with local zoning regulations and any specific requirements for the industry. Certain industries may have additional requirements or restrictions on the location of their registered office.
  3. Accessibility and visibility: The registered office should be easily accessible and identifiable to the public, including signage or proper notification of the company’s presence at that address.
  4. Documentation and proof of ownership/lease: The company may be required to provide documentation or proof of ownership/lease for the registered office address.

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Amount of investment, registered capital, and government fees for Foreign-funded Limited Liability Company in Bangladesh.

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Are there any regulations on authorized share capital, registered share capital and paid-up share capital of a Foreign-funded Limited Liability Company in Bangladesh?
Is there any requirement for minimum funds to be in place within a certain period?

Yes, there are regulations on authorized share capital, registered share capital, and paid-up share capital for a Foreign-funded Limited Liability Company (LLC) in Bangladesh.
Authorized Share Capital: The authorized share capital refers to the maximum amount of capital that the company is authorized to issue and allocate among its shareholders. There is usually no specific minimum requirement for authorized share capital, but it should be sufficient to support the company’s intended activities and meet regulatory requirements.
Registered Share Capital: The registered share capital is the portion of the authorized share capital that the company has officially registered with the Registrar of Joint Stock Companies and Firms in Bangladesh. It represents the initial capitalization of the company.
Paid-up Share Capital: The paid-up share capital refers to the portion of the registered share capital that has been actually paid by the shareholders to the company. It represents the amount of funds that have been contributed and are available for the company’s operations.
There is no specific requirement for a minimum amount of funds to be in place within a certain period for a Foreign-funded LLC in Bangladesh.
However, it is important for the company to have sufficient funds to meet its operational and financial requirements as per its business plan and objectives.

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What is the relation between government fees with authorized share capital, registered share capital, and paid-up share capital of a Foreign-funded Limited Liability Company in Bangladesh?

The government fees are typically determined based on the company’s authorized capital or the nominal value of shares, rather than the actual amount of capital that has been authorized, registered, or paid by the shareholders.
The government fees for registering a Foreign-funded LLC in Bangladesh may include various charges such as registration fees, stamp duties, and other administrative fees.
These fees are typically fixed amounts or calculated based on a predetermined scale, and they are payable to the relevant government authorities during the company registration process.
It’s important to note that the government fees and charges can vary over time and may be subject to change.

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Application of Certificate Number for a Foreign-funded Limited Liability Company in Bangladesh

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What are the company certificate numbers needed to apply with the relevant legal entities for a foreign-funded Limited Liability Company in Bangladesh?

When applying with the relevant legal entities in Bangladesh for a foreign-funded Limited Liability Company (LLC), you may need to provide the following company certificate numbers:

  1. Certificate of Incorporation: This is the official document issued by the Registrar of Joint Stock Companies and Firms in Bangladesh upon the successful registration of the company. It contains a unique registration number, which serves as the Certificate of Incorporation number.
  2. Tax Identification Number (TIN): The TIN is a unique identification number issued by the National Board of Revenue (NBR) in Bangladesh. It is used for tax-related purposes, including filing tax returns, and conducting business transactions. The TIN number is typically required when dealing with tax authorities or conducting financial transactions.
  3. Trade License: A trade license is a permit issued by the local City Corporation or Municipality, allowing the company to carry out its specific business activities. The trade license number is provided on the issued license, and it may be required for certain business-related registrations or activities.
    These certificate numbers are important identification numbers for a foreign-funded LLC and are often required for various legal and regulatory compliance purposes in Bangladesh.

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What are the certificate application for the Foreign-funded Limited Liability Company in Bangladesh as a tax entity?

When establishing a Foreign-funded Limited Liability Company (LLC) in Bangladesh, there are several certificate applications that may be required for the company to operate as a tax entity.
These certificates include:

  1. Tax Identification Number (TIN): The TIN is a unique identification number issued by the National Board of Revenue (NBR) in Bangladesh. It is essential for tax-related purposes, such as filing tax returns, obtaining tax clearance certificates, and conducting business transactions. The company will need to apply for a TIN by submitting the necessary documents and completing the registration process with the NBR.
  2. Value Added Tax (VAT) Registration Certificate: If the company engages in activities subject to VAT, it will need to register for VAT with the NBR. Upon registration, the company will receive a VAT Registration Certificate, which authorizes it to collect and remit VAT on eligible transactions.
  3. Business Identification Number (BIN): The BIN is a unique identification number issued by the NBR. It is required for businesses to conduct certain activities, including import-export operations and large-scale commercial activities. The company needs to apply for a BIN to obtain this identification number.
    These certificate applications are important for the company to comply with tax regulations and operate as a tax entity in Bangladesh.

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What are the certificate application for Foreign-funded Limited Liability Company in Bangladesh in relation to withholding tax on salary and employee benefits?

For a Foreign-funded Limited Liability Company (LLC) in Bangladesh, there are several certificate applications related to withholding tax on salary and employee benefits. These certificates include:

  1. Tax Deduction and Collection Account Number (TDCAN): The TDCAN is a unique identification number issued by the National Board of Revenue (NBR) in Bangladesh. It is required for the company to deduct and remit withholding taxes on salaries and employee benefits. The company needs to apply for a TDCAN by submitting the necessary documents and completing the registration process with the NBR.
  2. Tax Challan Forms: The company will need to obtain tax challan forms from the NBR to deposit the withheld taxes. These forms are used to make payments to the government for the taxes deducted from employees’ salaries and benefits.
  3. Tax Certificates: The company may also need to provide tax certificates or statements to its employees, confirming the amount of tax withheld from their salaries and benefits. These certificates serve as proof of tax deduction and can be used by employees for their personal tax filings.
    These certificate applications and related obligations are important for the company to comply with the withholding tax regulations in Bangladesh.

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What are the other independent certificate numbers or application, or declaration related to the government’s jurisdiction for Foreign-funded Limited Liability Company in Bangladesh?

In addition to the previously mentioned certificates, there are other independent certificate numbers, applications, or declarations related to the government’s jurisdiction that a Foreign-funded Limited Liability Company (LLC) in Bangladesh may need to obtain or comply with. Some of these include:

  1. Import Registration Certificate (IRC): If the company plans to engage in import activities, it will need to obtain an IRC from the Chief Controller of Imports and Exports. The IRC allows the company to legally import goods into Bangladesh.
  2. Export Registration Certificate (ERC): Similarly, if the company plans to engage in export activities, it will need to obtain an ERC from the Chief Controller of Imports and Exports. The ERC is required for conducting export operations.
  3. Environment Clearance Certificate: Certain industries or activities in Bangladesh may require an Environment Clearance Certificate from the relevant government authorities. This certificate ensures that the company’s operations comply with environmental regulations and standards.
  4. Fire Safety Certificate: Depending on the nature of the business and the premises, the company may need to obtain a Fire Safety Certificate from the appropriate authorities. This certificate confirms that the company’s premises comply with fire safety regulations.
  5. Other Industry-Specific Certifications: Depending on the industry or sector in which the company operates, there may be additional industry-specific certifications or licenses required. These certifications could be related to sectors such as banking, insurance, telecommunications, pharmaceuticals, etc.
    The specific certificates, applications, or declarations required may vary depending on the nature of the business, industry, and the specific activities the company intends to undertake.

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To summarize: Which of the following certificate numbers do Foreign-funded Limited Liability Company in Bangladesh need to apply for?

National (federal) company certificate number, provincial (state) company certificate number, national (federal) tax certificate number, provincial (state) tax certificate number, national value-added tax certificate number, provincial (state) value-added tax certificate number, social insurance card number, medical insurance card number, pension certificate number, other funds such as housing fund certificate number, labor union certificate number, import and export certificate number, and franchise industry certificate number.

For a Foreign-funded Limited Liability Company (LLC) in Bangladesh, the following certificate numbers may be relevant:

  1. National (federal) company certificate number: This refers to the Certificate of Incorporation issued by the Registrar of Joint Stock Companies and Firms at the national level.
  2. National (federal) tax certificate number: This is the Tax Identification Number (TIN) issued by the National Board of Revenue (NBR), which is required for tax-related purposes.
  3. National value-added tax certificate number: This is the registration number obtained from the NBR for Value Added Tax (VAT) purposes.
  4. Import and export certificate number: This is the Import Registration Certificate (IRC) or Export Registration Certificate (ERC) issued by the Chief Controller of Imports and Exports.
    Please note that provincial (state) company certificate number, provincial (state) tax certificate number, social insurance card number, medical insurance card number, pension certificate number, housing fund certificate number, labor union certificate number, and franchise industry certificate number are not applicable in the context of Bangladesh as it follows a centralized system without provincial or state-level jurisdictions.

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Incorporation procedures of Bangladesh-Foreign-funded Limited Liability Company and key matters

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What are the procedures of setting up a Foreign-funded Limited Liability Company in Bangladesh? Documents required? Competent Government unit? Websites?

The procedures for setting up a Foreign-funded Limited Liability Company (LLC) in Bangladesh typically involve the following steps:

  1. Reserve a company name: Submit an application to the Registrar of Joint Stock Companies and Firms (RJSC) to reserve a unique name for your LLC. This can be done online through the RJSC website.
  2. Prepare the necessary documents: Gather the required documents, which may include the Memorandum and Articles of Association, signed by the shareholders, along with other relevant incorporation forms.
  3. Obtain necessary approvals: Obtain necessary approvals or clearances from relevant authorities, such as the Bangladesh Investment Development Authority (BIDA) or any other specific regulatory bodies depending on the nature of your business.
  4. Register with the RJSC: File the required documents and forms, including the company’s Memorandum and Articles of Association, with the RJSC. Pay the applicable registration fees and stamp duties.
  5. Obtain the Certificate of Incorporation: Once the registration process is completed and the documents are verified, the RJSC will issue a Certificate of Incorporation, which serves as proof of the company’s legal existence.
  6. Open a bank account: After obtaining the Certificate of Incorporation, you can proceed to open a bank account for your company. Contact the chosen bank to inquire about the necessary documents and procedures for opening a business account.
    The competent government unit for registering an LLC is the Registrar of Joint Stock Companies and Firms (RJSC), which operates under the Ministry of Commerce.
    The official website of RJSC is
    www.roc.gov.bd.
    For investment-related matters, the Bangladesh Investment Development Authority (BIDA) is the competent authority, and their website is www.bida.gov.bd.
    Please note that the specific procedures and document requirements may vary depending on the nature of the business and other factors.

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What are key consideration matters of when deciding to set up foreign-funded limited liability company in Bangladesh?

When deciding to set up a foreign-funded limited liability company in Bangladesh, there are several key considerations that should be taken into account:

  1. Market Potential: Evaluate the market potential and business opportunities in Bangladesh. Consider factors such as the size of the target market, growth potential, competition, and demand for your products or services.
  2. Legal and Regulatory Framework: Familiarize yourself with the legal and regulatory framework governing foreign investment and business operations in Bangladesh. Understand the rules, restrictions, and requirements applicable to your industry or sector.
  3. Investment Policies and Incentives: Explore the investment policies and incentives offered by the Bangladeshi government to foreign investors. These may include tax incentives, customs duty exemptions, export incentives, and other forms of support that can enhance the attractiveness of investing in Bangladesh.
  4. Operational Costs and Infrastructure: Assess the operational costs involved in setting up and running a business in Bangladesh. Consider factors such as labor costs, real estate prices, transportation infrastructure, and availability of utilities.
  5. Local Business Environment: Gain an understanding of the local business culture, practices, and norms in Bangladesh. Consider factors such as local labor market conditions, availability of skilled workforce, and the ease of doing business in the country.
  6. Risk Assessment: Conduct a thorough risk assessment, taking into account factors such as political stability, economic conditions, legal risks, and potential challenges specific to your industry.
  7. Business Support Services: Consider the availability of business support services such as legal and accounting services, consulting firms, and other service providers that can assist you in navigating the local business landscape.
  8. Cultural and Social Factors: Consider the cultural and social factors that may impact your business operations in Bangladesh. Adaptability to local customs and practices can contribute to smoother business interactions and relationships.

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