Foreign Company Registration Procedure in Bangladesh

Foreign Company Registration Procedure in Bangladesh

S & F CONSULTING FIRM LIMITED is an international business consultancy firm. It offers lower cost & high quality service for the clients.

Mobile: +880 1914444795 or, +880 1790220728

 Office, Dhaka, Bangladesh

Company registration procedure in Bangladesh

Steps of company registration procedure in Bangladesh

Step 1: Find the expert who can guide to register a foreign company according to fdi and Company Law of Bangladesh

Step 2: Fix remuneration with the expert to complete whole procedure of company registration whether factory setup, manufacturing business, service company or open a branch office of parent company

Step 3: Prepare a board meeting minutes in white pages within expected promoters where decide the Chairman, Managing Director, Other directors and / or share holders

Step 4: Write expected objectives of the business and paid up and authorized capital in the board meeting

Step 5: Let the expert apply for a name clearance from RJSC office, Bangladesh

Step 6: Contact the bank to open temporary account providing supporting papers 

Step 7: Let the expert prepare Memorandum and article of association and fill up some prescribed form like form 1, Form XI, form IX, form XII and personal information of the directors.

Step 8: Let the expert apply through online to RJSC portal with supporting papers, provided that encashment certificate is required to register a foreign ownership company. Bank shall issue the said certificate when investors shall remit the equity from parent country

Step 9: Let the expert apply for a company TIN receiving certified copies from RJSC office

Step 10: Let the expert apply for trade license filling up a form provided by City Corporation where types of business, address and signature are required, provided that commercial space or building is MUST to get trade license.

Step 11: All above papers should submit to bank making the account active

Step 12: VAT may come in picture at this stage or may come at the end of finished procedure

Step 13: Let the expert apply for a membership from any chamber of commerce to have membership

Step 14: Membership is necessary to get import and export license

Check list of Import and export license in Bangladesh

a) Trade license b) Chamber certificate c) TIN d) Deed of rent e) Employee list f) work permit if require g) passport h) Undertaking i) photo j) Collect original application from available at our office or government import office, fill up k) MoA & AoA l) Treasury Challan , Chanal no. 1-1731-0001-1801, 15% vat is applicable on challen amount.

Step 15: Let the expert apply for fire license with supporting papers all above and additional building plan copy, RAJUK and plan pass copy. Government fees plus speed money is must.

Step 16: Let the expert apply for another permissions like KOLKARTHANA license (factory license) from government labor department, BOI, BOSTRO ODHIDOPTOR (government cloth department).

Step 17: Let the expert apply for work permit and / or PI visa with supporting papers

Step 18: File income tax regularly and submit annual return to RJSC to be regularize

Step: 19: Ask questions us how to repatriate the foreign investors to parent country

S & F Consulting Firm Limited is a global foreign company registration consultancy firm:

• Company Registration (Private or Public limited, Foreign, Joint Venture, Partnership & Branch / Virtual/ Liaison office opening of Foreign Companies as subsidiary)

• Legal service

• Income Tax

• Accounting (Audit, B/S, P/L )

• 
  

The following papers & information are required to open branch office:

Visit: Foreign Company registration procedure in Bangladesh

At a glance Business Licenses are required:

• Company Incorporation certificate from RJSC
• Income Tax certificate for directors as well as corporation from NBR
• Trade License from City Corporation
• VAT certificate from area office where business office is located
• Project profile, project plan (map), convenient transport, bonded warehouse, fire safety certificate
• Export , import license, membership from Chamber of commerce, environment certificate (if required)
• Permission from BOI, work permit or visa
• Bank account and remittance (encashment and USD 50,000 in case of visa) 
• All other licenses from concern authority

Information & documents are needed for recommendation of PI or E type visa application:

PI-Private Investor visa in Bangladesh

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How Foreign Company start business in Bangladesh

S & F CONSULTING FIRM LIMITED is an international business consultancy firm. It offers lower cost & high quality service for the clients.

Contact information: 

www.sfconsultingbd.com

Email: contact@sfconsultingbd.com

Mobile: +880 01790220729 or, +880 01790220728

Corporate Office, Dhaka, Bangladesh

Service area:

• Foreign Company registration (Branch/ Liason/ Virtual office, Joint Venture company, 100% owned share company)
• Legal issue
• Income Tax
• Accounts Audit
• Company Secretarial

We are all Countries of Asia

  Afghanistan, Armenia, Azerbaijan, Bahrain, Bangladesh, Bhutan, Brunei, Burma (Myanmar), Cambodia, China, Georgia,  Hong Kong, India, Indonesia, Iran, Iraq,  Israel, Japan, Jordan, Kazakhstan, Korea, North, Korea, South, Kuwait, Kyrgyzstan, Laos, Lebanon, Malaysia, Maldives, Mongolia, Myanmar, Nepal, Oman, Pakistan, Philippines, Qatar, Russia, Saudi Arabia, Singapore, Sri Lanka, Syria, Taiwan, Tajikistan, Thailand, Turkey, Turkmenistan, United Arab Emirates,  Uzbekistan, Vietnam, Yemen  

S & F Consulting Firm Limited is incorporated as private limited company in Bangladesh. S & F has large professional team member on particular services. It is recognized as international business consultancy service provider in Bangladesh. The following services are offered:

• Company Formation (Private or Public limited, Foreign, Joint Venture, Partnership & Branch / Virtual/ Liason office opening of Foreign Companies)
• Legal service
• Income Tax
• Accounting (Audit, B/S, P/L )
• Education (Study abroad, coaching for IELTS, TOEFL, GMAT, GRE, SAT, General English)

The following papers & information are required to open branch office:

1. Government of Bangladesh (Ministry of Industries), BOI- Dhaka;
2. Bangladesh Bank, Dhaka;

Government of Bangladesh (Ministry of Industries)/ BOI

1. 1. Full name, address, telephone, fax numbers of the principal company, with country of origin;
   2. Intended field of business in Bangladesh through proposed Branch Office;
   3. Function of the principal company/firm in brief;
   4. Date of operation of the proposed Branch Office;
   5. Period for which permission is sought;
   6. Proposed organizational set up of the company's Branch Office;
   7. Initial approximate expenditure and operational expenses of the company's Branch Office and source and nature of inflow of money required for running the Branch Office for the purpose;
   8. Certificate of Incorporation of the principal company and resolution of the Board of Directors to establish a Branch Office in Bangladesh, duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin
   9. Power of Attorney given in favour of The Law Assistant duly notarized and authenticated by the High Commission of Bangladesh in the country of origin.
   10. Memorandum and Articles of Association of the principal company, duly executed, notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin

Bangladesh Bank

1. 1. Full name, address, telephone, fax numbers of the principal company, with country of origin;
   2. Place of incorporation and registration of the principal company in the country of origin;
   3. Name, address and nationality of the Directors of the principal company as well as their place of permanent residence;
   4. Authorized and paid-up share capital of the principal company, both equity and preferential (if applicable);
   5. Any share held in the principal company by Bangladeshi national or company registered in Bangladesh with full particulars (name of the shareholder, nationality, number and value of shares held);
   6. Particulars of the activity (trading/commercial/industrial/consultancy) of the Principal Company;
   7. Name and address of the Bangladeshi agent/representative if any (including nature of activities undertaken or the services rendered by Bangladeshi agent/representative and term including remuneration payable to agent/representative);
   8. Source of finance to the Branch Office in Bangladesh;
   9. Whether surplus earning, if any in Bangladesh, to be remitted abroad;
   10. Whether any foreign personnel will be employed; if so, a list giving the names and nationalities of such persons, their designation, period of employment, for working in Bangladesh and particulars of government approval for their employment;
   11. Certificate of Incorporation of the principal company, duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin-two copies including one original;
   12. Memorandum and Articles of Association of the principal company, duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin - two copies including one original;
   13. Resolution passed by the Board of Directors for establishment of branch/liaison office in Bangladesh duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin-two copies including one original;
   14. Appointment letter of the local Manager/Branch Representative, if any, in the line of a Board Resolution duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin;
   15. List of local employees if appointed;

Power of Attorney favouring the legal representative duly executed. www.sfconsultingbd.com

At a glance Business Licenses are required:

1 . Approval of Factory Plan
2 . Bonded Warehouse License Customs Bond Commissionerate (CBC)
3 . Certificate of Incorporation
4 . Environmental Clearance Certificate Department of Environment (DOE) http://www.doe-bd.org/
5 . Export Registration Certificate (ERC)
6 . Fire License Fire Service and Civil Defense (FS&CD)
7. Import Registration Certificate (IRC)- Office of the Chief Controller of Imports & Exports (CCI&E)
8 . Registration of Foreign Investment/ Joint Venture- Board of Investment (BOI)
9 . Registration of Local Investment Projects - Board of Investment (BOI)
10 . Tax Holiday Certificate National Board of Revenue (NBR)
11 . Tax Identification Number (TIN) National Board of Revenue (NBR)
12 . Trade License for a Commercial Firm- Dhaka City Corporation
13 . Trade License for a Manufacturing Firm - Dhaka City Corporation
14 . Trade Marks Registration - Department of Patents, Designs & Trademarks (DPDT)
15. VAT Registration National Board of Revenue (NBR)

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Email: contact@sfconsultingbd.com

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How Foreign Company start business in Nepal

S & F CONSULTING FIRM LIMITED is an international business consultancy firm. It offers lower cost & high quality service for the clients.

Contact information: 

www.sfconsultingbd.com

Email: contact@sfconsultingbd.com

Mobile: +880 01790220729 or, +880 01790220728

Corporate Office, Dhaka, Bangladesh

Service area:

• Foreign Company registration (Branch/ Liason/Virtual office, Joint Venture company, 100% owned share company)
• Legal issue
• Income Tax
• Accounts Audit
• Company Secretarial

We are all Countries of Asia

  Afghanistan, Armenia, Azerbaijan, Bahrain, Bangladesh, Bhutan, Brunei, Burma (Myanmar)

Cambodia, China, Georgia,  Hong Kong, India, Indonesia, Iran, Iraq,  Israel, Japan, Jordan, Kazakhstan, Korea, North, Korea, South, Kuwait, Kyrgyzstan, Laos, Lebanon, Malaysia, Maldives, Mongolia, Myanmar, Nepal, Oman, Pakistan, Philippines, Qatar, Russia, Saudi Arabia, Singapore, Sri Lanka, Syria, Taiwan, Tajikistan, Thailand, Turkey, Turkmenistan, United Arab Emirates,  Uzbekistan, Vietnam, Yemen  

Areas allowed for FI in Nepal

Foreign investors are permitted to own up to 100% equity share in any industries except the following:

1.     Cottage industries (except industries using electricity more than 5 kW)

2.     Personal service businesses (e.g. hair cutting, beauty slaon, tailoring, driving training, etc.)

3.     Arms and ammunition industries

4.     Gunpowder and explosives

5.     Industries related to radio-active materials

6.     Real estate business (excluding construction industries)

7.     Film industries (national languages and other recognized languages of Nepal)

8.     Security printing

9.     Bank notes and coins

10.  Retail business (excluding international chain retail businesses with business in at least two countries)

11.  Tobacco (excluding more than 90% exportable)

12.  Internal courier service

13.  Atomic energy

14.  Poultry

15.  Fisheries

16.  Bee keeping

17.  Consultancy services (e.g. management, accounting, engineering, legal services); (Maximum of 51% FI is allowed)

18.  Processing of food grains on rent

19.  Local catering Services

20.  Rural tourism

Entry Conditions on Investment

FITTA 1992 allows foreigners to invest only in private limited companies and in public limited companies registered with the Company Register Office (CRO). They are not allowed to invest in proprietorship or partnership firms.

"Private Limited Company" means a company which by its articles:

1.     Limits the number of its shareholders from 1 to 50, excluding persons who are in the employment of the company, and

2.     Prohibits any invitation to the public to subscribe in its shares.

"Public Limited Company" means a company that:

1.     Has a minimum number of 7 shareholders (there is no maximum limit), and

2.     Offers shares and debentures to the public through a prospectus which complies with the requirements of the Companies Act 2006 and Securities Act 2007.

FDI Approval process of Nepal

Present FDI Approval process

·         Once the applicant submits the application with required documentation at the registration unit, it goes to the Director General who then forwards it to the FDI Director.

·         The documents are assessed by the officers and staff at the FDI section.

·         The application is presented in the FDI approval committee.

·         Copies of the project reports must be sent to the License Director and Technical Director prior to the meeting.

·         The members of the committee study the documents, discuss it objectively, and express their concerns, if any.

·         Even if there are concerns expressed or other documents to be received, the applications are generally recommended for final approval with the condition that the concerns are addressed and the documents received.

·         Once these conditions are fulfilled, the application is sent to the Director General for final approval. It takes 5-10 days for FDI approval, from the application date.

FDI Approval Procedure

After obtaining approval for foreign investment, the industry is required to apply for registration of industry at the DOI within 35 days. If the registration cannot be done within the stipulated time, the investor will have to apply for an extension of the validity period.

Note: If the capital investment is more than NRs. 10 billion, the Investment Board can directly deal with the investor, and the procedure will be followed accordingly.

Foreign Equity Investment in a New Industry

Documents required:
SN	Document	No. of Copies
1	Project Report	3
2	Joint Venture Agreement (JVA), in case of more than one investor	3
3	Citizenship certificate of local party or Certificate of Incorporation, including Memorandum of Association and Articles of Association if the local party is a company	1
4	Copy of passport of foreign party or Certificate of Incorporation, including Memorandum of Association and Articles of Association if the party is a company	1
5	Bio-data / Company profile of the foreign party	1
6	Financial Credibility Certificate (FCC) of the Foreign Investor provided by a home country bank or domiciled country bank	1
7	Authority letter from the concerned companies or individuals to carry out any necessary work on their behalf, if applicable

Deposits and Fees

The fees need to be deposited at the time of Foreign Investment Approval, and are refundable after the operation of industry.

(Amount in Nepalese Rupees)

Range of Fixed Asset	Deposit
Fixed assets less than or equal to 2,500,000	4,000
2,500,000 less than (Fixed assets) less than or equal to 5,000,000	7,000
5,000,000 less than (Fixed assets) less than or equal to 10,000,000	10,000
10,000,000 less than Fixed assets	20,000

The amount shall be deposited at the Nepal Rastra Bank Account number SA.A. 131232

The non-refundable fees for the Company Registration:

Range of Authorized Capital	Fee
500,000 less than (Authorized Capital) less than or equal to 2,500,000	9,500
2,500,000 less than (Authorized Capital) less than or equal to 10,000,000	16,000
10,000,000 less than (Authorized Capital) less than or equal to 20,000,000	19,000

Similarly, an additional fee will be calculated at the rate of NPR 30 per NPR 100,000 of authorized capital.

Industries Permissible for Foreign Investment

Industry Category	Maximum FDI Permissible	Name of the competent authority (Regulator)	Relevant Acts & Policies	Remarks
Manufacturing	100%	Department of Industry	Industrial Enterprises Act, 1992	No additional procedures required except for certain industries which required special permission
Financial Services/Banks and Finance Companies and Branch Office of a Foreign Bank	(20 to 85)%	Nepal Rastra Bank	Nepal Rastra Bank Act Foreign Investment and Technology Transfer Act (FITTA) Foreign Exchange Regulation Act (FERA)	Approval of Nepal Rastra Bank required thereafter, registration of the company is to be done and application filed for license to operate a bank, or financial institution
Airline Industry	(49 to 95)%	Civil Aviation Authority of Nepal	The Aviation Policy 2063 (2006) Civil Aviation Act, 2053, Civil Aviation Rules, 2052 (1996)	FDI is permissible in domestic airlines, international airlines, flying schools and repair and maintenance work
Telecommunications	80%	Nepal Telecommunication Authority, Ministry of Information and Communication	Telecommunication Act	Approval of Nepal Telecommunication Authority is required to operate services and obtain license prior to operation
Roads, Ropeways, Cable car	100%	Transport Management Office	-	-
Media & Advertising – TV, Radio and Newsprint	100%	Ministry of Information and Communication	The Nepal Broadcasting Regulation, 2052 (1995) National Broadcasting Act 2049 (1993)	The MOCI and NTA provides license for establishing media and broadcasting business in Nepal
Pharmaceutical & Chemical Industries	100%	Department of Health Services	Industrial Enterprises Act Drug Act	Approval from the Department of Drug Administration for setting up the industry, manufacturing and selling the drug is required
Textile and Garment	100%	Department of Industry	Industrial Enterprises Act	No specific requirements
Agriculture and Dairy	100%	Ministry of Agriculture and Co-operatives	-	No specific requirements
Consultancy and Management Services	51%	No Specific	Foreign Investment and Technology Transfer Act (FITTA)	Accountancy, Engineering, Legal & Management Services not allowed
Mining	100%	Department of Mines	Department of mines and Geology (Department) Act Mines and Minerals Act, 2050 (1993) Mines and Minerals Regulations, 2056 (1999)	License from the Department of Mines has to be obtained for mining activities in Nepal
Hydro-Power Generation	100%	Department of Electricity Development	Electricity Act Electricity Rules	Approval from the DOED is required prior to operation of the industry
Power Trade	-	Department of Electricity Development	Electricity Act Electricity Rules	Export of power to India is permitted for companies generating electricity
Transmission Lines	100%	Department of Electricity Development	Electricity Act Electricity Rules	-
Hotels, Resorts & Restaurant	100%	Ministry of Tourism	Tourism Policy, Tourism Act	Approval from the Department of Tourism required for operating restaurant, hotels, resorts
IT & IT enabled (BPO, KPO)	100%	Department of Science and Technology	IT Act	No specific requirements
Vocational, Educational Trainingand Coaching	100%	No specific	Foreign Investment and Technology Transfer Act	Only Skill Training and Language allowed
Hospitals & other Medical Services	100%	Ministry of Health & Population	Nepal Health Professional Act, Nepal Medical Council	Approval from the Ministry of Health is required for establishing hospitals and providing medical services
Recreational Health Centers	100%	Ministry of Health & Population	-	-
Solid Waste Disposal & Management	100%	Ministry of Environment, Science and Technology	Environment Protection Act	-
Film Industry	100%	Cinema Board of Nepal	Motion picture (Production, Exhibition and Distribution) Act 2026 (1969) and Rules	Film produced in the language if the nation not allowed (FITTA, 1992)
Cargo Industry	100%	No specific	-	Domestic Cargo not permitted under FDI
Medical Education	100%	Ministry of Education	MoHP’s Directive on Establishment, Operation, Standards and Infrastructure of Private and Non-governmental Health Institution, 2061	Affiliation to a University has to be entered into and approval from the Ministry of Education required
Engineering Education	100%	Ministry of Education	Technical Education Policy of Ministry of Education	Approval is granted under the Technical Education Policy of Ministry of Education
Management Education	100%
Insurance & Re-insurance	JV Company Branch Office	Insurance Board	Insurance Act and related directives	Approval from the Insurance Board has to be obtained prior to commencement of business in Nepal
Construction	100%	No Specific	Local Self Governance Act	Approval from the Department of Road, Transport and Physical Planning required
Thermal & Alternative/ Renewable energy	100%	Ministry of Energy	Electricity Act	Allowed only in Energy Generation

Source : Nepal-India Chamber of Commerce and Industry – Doing Business in Nepal (A Guide for Indian Investors)

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