Branch Office open in Myanmar

Branch Office open in Myanmar

S & F CONSULTING FIRM LIMITED is an international business/ company registration consultancy firm.

Foreign Company Registration (100% Foreign Investment, Joint Venture, Virtual/ Branch/ Liason Office, Foundation), Taxation, Accounts & Audit, Legal, Company Secretarial & Management Consultancy.

Company Registration/ Formation/ incorporation in Myanmar

Foreign Direct Investment in Myanmar

Doing Business in Myanmar

Company Formation / Registration in Myanmar

BUSINESS ORGANIZATION

1. Registration of business Organization 
Operation in Myanmar can be carried out through one of the following business organizations:
- Partnerships
- Companies limited by shares. i.e. joint venture companies; local companies; foreign companies
- Branch or Representative offices of a foreign company
- Associations not for profit

2. Limited by Shares company in Myanmar

A company limited by shares is required to register. For foreign enterprises, the most normal method of doing business in Myanmar is through a limited company. Such a company could be a foreign company registered in Myanmar or by means of a branch office or representative office formed outside Myanmar. If one share is owned by a foreign partner, the company shall come under the definition of a foreign company, and shall apply and obtain a Permit before registration. There are two main types of company: a private limited liability company and a public limited liability company.

- In a private limited Liability company, the transfer of shares is restricted, the public cannot be called upon to subscribe for shares, and the number of members is limited to fifty.
- In a public limited liability company, the number of shareholders must be at least seven. The company, after registration, must apply for a Certificate of Commencement of Business to enable start the business operation.
- The governing law for the limited companies is the Myanmar Companies Act 1914. A company with share contribution of the State shall be registered under the Special Company Act 1950 and the Myanmar Companies Act 1914.
- There are generally no minimum share capital requirements. However, minimum requirements do exist for banking and insurance companies and foreign companies and branches of all business. For foreign companies and branches, the minimum capital to be brought in is as follows:
- Industrial company - foreign currency equivalent to K. 1,000,000.
- Services company - foreign currency equivalent to K. 300,000.

4. Documents required for registration a company in Myanmar

Under section 27A of the Myanmar Companies Act, a foreign company, whether a hundred percent owned or a joint-venture and a branch/representative office, is required to obtain a PERMIT before registration. However, a joint-venture with the State equity formed under Special Company Act 1950 is exempted from obtaining a PERMIT.

The application for PERMIT is to be accompanied by the following documents:
(1) Form A of the Myanmar Companies Regulation 1957
(2) Draft Memorandum and Articles of Association
(3) Duly completed questionnaire form
(4) Intended activities to be performed
(5) Estimated expenditures to be incurred in Myanmar for the first year operations
(6) Financial credibility of the company/individual
(7) Board of Directors' resolution, if the subscriber is a company.

In the case of a foreign branch/representative office, the following shall be furnished in addition to the above mentioned documents.
(1) Instead of the companies draft Memorandum and Articles of Association, a copy of the Head Office’s Memorandum and Articles of Association or of the Charter, Statute or other instruments constituting or defining the constitution of the company, duly notarized and consularized by the Myanmar Embassy concerned in the country where the company is incorporated.
(2) The Annual Report for the last two financial years (OR) if it is the copies of the Head Office Balance Sheet and Profit and Loss accounts for the last two financial years, it is to be notarised and consularized by the Myanmar Embassy concerned in the country where the company is incorporated.
(3) Where the original Memorandum and Articles of Association and other relevant documents are not in English language, authentication of the translation into English.

The application for registration is to be accompanied by the following documents.
(1) Two sets of Memorandum and Articles of Association duly stamped and printed both in Myanmar and English
(2) Declaration of registration
(3) Declaration of legal and official version of the documents
(4) Declaration of the situation of registered office
(5) Translation certificate by a competent translator
(6) List of Directors
(7) List of person(s) authorized to accept services of process and notice in Myanmar on behalf of the company (i.e. for a branch office of a foreign company.)

For a Public company, the following additional documents shall be submitted before commencing the business
(1) List of person to act as directors
(2) List of person who have consented to act as director
(3) Agreement to take qualification shares.

Source: Directorate of Investment and Company Administration (DICA), Minstry of National Planing and Economic Development

MCA Companies – Foreign Ownership company formation in Myanmar

It is fully possible to own 100% of an MCA (as well as an MIC) company even if you are a foreigner. The implication of this is that you will not be able to operate certain kinds of businesses like trading or education. However, it is important to note that any Myanmar company with one or more foreign shareholders is automatically considered foreign except in rare cases that involve joint ventures with the government.

Minimum Capital Requirements
The minimum investment required by a foreign service company under the MCA is US$ 50,000. Half of this amount needs to be invested in the company upon approval of the incorporation application. The remaining half needs to be invested in the company within 1 year of incorporation.

FIL INCENTIVES
Currently, a foreign investor (whether investing through a joint venture or a 100% owned entity) manufacturing goods or providing services in Myanmar under an FIL Permit will be granted an exemption from income tax for three consecutive years, inclusive of the year of commencement, and the investment is "guaranteed" against nationalisation. The FIL also guarantees the right to repatriate "the rightful entitlement of the foreign investor" in foreign currency after the termination of the business and entitles foreign employees of the company resident in Myanmar to repatriate their savings.

In addition, any one or more of the following incentives may be granted by the MIC to the foreign investor which invests and operates under an FIL Permit:

Exemption or relief from income tax on the profits of the business kept in a reserve fund and reinvested in the business within one (1) year after the reserve is made

Accelerated depreciation in respect of machinery, equipment, building or other capital assets used in the business, at the rate approved by the MIC

Relief from tax on up to 50% of the profits accrued from the export of goods produced in Myanmar

The right to pay foreign employees' income tax and deduct such payments from assessable income

The right to deduct from assessable income expenses incurred in respect of necessary research and development carried out within Myanmar

The ability to carry forward and set off losses up to three (3) consecutive years after the year in which the loss is sustained

Exemption or relief from customs duty, licensing requirements and internal taxes on the import of machinery, and components, equipment, instruments, spare parts and materials used in the business and deemed required by the MIC during the initial period/period of construction

Exemption or relief from customs duty, licensing requirements and internal taxes on the import of raw materials imported within the first three years' of commercial production following start up/the completion of construction.

The incentives actually granted by the MIC to the foreign investor are specified in the FIL Permit when issued.

In addition to tax incentives, foreign investors holding an FIL Permit are entitled to "lease" land for up to 30 years from the Government at reasonable rates (see discussion below under "Investor Concerns") and are exempted from obtaining an import licence from the Ministry of Trade for certain capital investment items and raw materials.

Fees: Lower cost/ Fees/ Charge

Email us: contact@sfconsultingbd.com
Naypyidaw, Yangunr, Myanmar

S & F Consulting Firm Limited

Branch Office open in Myanmar

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Branch Office open in Maldives

Branch Office open in Maldives

S & F CONSULTING FIRM LIMITED is an international business/ company registration consultancy firm.

Foreign Company Registration (100% Foreign Investment, Joint Venture, Virtual/ Branch/ Liason Office, Foundation), Taxation, Accounts & Audit, Legal, Company Secretarial & Management Consultancy.

Company Registration/ Formation/ incorporation in Maldives

Foreign Direct Investment in Maldives

 Doing Business in Maldives

Company Formation / Registration in Maldives

Two types of companies can be registered in the Maldives under The Companies Act (10/96). They are:
- Private Limited Companies (Pvt Ltd)
- Public Limited Companies (Plc).

Private Limited Company (Pvt Ltd)
Local and foreign individuals and companies can form a private limited company. The Company name will end with Pvt Ltd as a suffix.

Foreigners and foreign companies can register a private limited company in the Maldives but these companies are referred to as Foreign Investments and are governed jointly under the Companies Act (10/96) and the Law on Foreign Investments (25/79). The documents required to register foreign companies are slightly different. More information on Foreign Investments is available here.

Procedures of Company Formation in Maldives

The Ministry of Economic Development, under The Companies Act of the Republic of Maldives, Law no. (10/96), must register all the companies in Maldives. The following describes the procedure.

Criteria/Prerequisites 
• The Company to be registered must have at least two shareholders above the age of 18.
• Minimum capital for a Private limited company is 2000/- (Two thousand) Maldivian rufiyaa.
• Minimum capital for a Public limited company is 1000,000/- (One million) Maldivian rufiyaa.

Procedures 
1. Take a queue number. When your number is displayed, submit the filled application form along with the necessary documents (listed in “Documents and Forms required”) to the counter two (Company Counter).
2. Provide your contact details to the staff at the counter.
3. Once the documents are approved you will be informed (via phone) to attend the Ministry.
4. Take a queue number for Counter Two (Company Counter), and when your number is displayed, obtain the payment slip issued. The payment slip will expire in three days.
6. Make payment for the Company registration fee and Annual fee at counter number five (Cashier Counter) and obtain the payment receipt. No queue number is required at this counter.
7. After payment is made, show the payment receipt to Counter two (no queue number is required).
8. You will receive the Registration Certificate, the Instruction Letter, and an endorsed copy of articles and memorandum of association within 10 minutes.
9. Check the certificate for final verification. If any problem is noticed, directly consult the counter staff.

Documents and forms required to register a company in Maldives

Company Name Search and Reservation Form
Memorandum of Association (Dhivehi mandatory).
Articles of association (Dhivehi mandatory).
Company registration application form.
MIRA101S Form
Acceptance letter of Managing director.
Acceptance letter of Company Secretary.
Original and Copy of the ID cards of the Shareholders, Board of Directors (if different) and Secretary.
Revenue stamp (Rf 500/- when collecting the Registration Certificate).
Two sets of copies of the forms and documents are required.

Additional Information
The procedure of registering a company usually takes one to two working days, but it may take slightly longer if the documents are incomplete or if the Ministry faces unforeseen operational issues.

The Maldives are particularly interested in foreign investment that is capital intensive, involves the transfer of technology, is environmentally friendly and introduces new skills. In addition to the possibility of 100% foreign ownership, investors can benefit from an investment guarantee, long term contractual agreements and lease of land, freedom to use foreign skilled and unskilled workers, freedom from foreign exchange restrictions or restrictions on repatriation of profits; and provision for overseas arbitration of disputes.

Foreign investors may choose, either to set up an investment wholly owned by foreigners or form joint ventures with Maldivian Nationals or companies registered in the Maldives. As such foreign investments may enter the Maldives under the following
1. Registering a joint venture investments whose ownership of 51% or more is held by a Maldivian or wholly owned Maldivian entities incorporated in the Maldives.
2. Registering investments whose ownership of 51% or whole held by foreigners or entities incorporated outside of the Maldives.

COST OF DOING BUSINESS IN MALDIVES

The following fees are to be paid to the Registrar of Companies at the time of incorporation of a Company in the Maldives.
1. Annual fee USD 156 (approx)
2. Stamp fee USD 39 (approx)
3. Company registration fee; depends on the authorized registration fee capital of the Company (Minimum authorized capital of USD 156 [approx.] is required by Law)
4. All foreign investments incur an administrative fee of USD 2,000.

Form set: Download from www.trade.gov.mv for free or purchase from the post office counter.

Cost of re-registering a Company in the Maldives - Re-registering a Company resident overseas in the Maldives is free.

Foreign investment entities whose ownership is at least 51 percent held by Maldivians or wholly owned Maldivian entities incorporated in the Maldives, are required to pay an annual royalty equivalent to 1.5 percent of Gross Turnover or 7.5 percent of Net Profit, whichever is greater.

Foreign investment entities, in which, less than 51 percent of the ownership is held by Maldivians or wholly owned Maldivian entities incorporated in the Maldives, are required to pay an annual royalty equivalent to 3 percent of Gross Turnover or 15 percent of Net Profit, whichever is greater.

INCENTIVES TO FOREIGN INVESTORS
• Right to100%foreign ownership
• Legally backed investment guarantee
• Provision for overseas arbitration of disputes
• Long term contractual agreements and long term lease of land
• Freedom to use foreign managerial, technical and unskilled workers.
• No foreign exchange restrictions.
• No restrictions on the repatriations of earnings or profits.

Fees: Lower cost/ Fees/ Charge

Email us: contact@sfconsultingbd.com
Male, Maldives

S & F Consulting Firm Limited

Branch Office open in Maldives

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Branch Office Open in India

Branch Office open in India

S & F CONSULTING FIRM LIMITED is an international business/ company registration consultancy firm.

Foreign Company Registration (100% Foreign Investment, Joint Venture, Virtual/ Branch/ Liason Office, Foundation), Taxation, Accounts & Audit, Legal, Company Secretarial & Management Consultancy.

Company Registration in India

Foreign Direct Investment in India

Doing Business in India

Company Formation / Registration in India

Foreign Company Registration Procedure
	Foreign Companies can set up their operations in India through:  • Liaison Office/Representative Office  • Project Office  • Branch Office Such offices can undertake any permitted activities. Companies have to register themselves with Registrar of Companies (ROC) within 30 days of setting up a place of business in India.
a) Liaison Office/ Representative Office in India	Liaison office acts as a channel of communication between the principal place of business or head office and entities in India. Liaison office cannot undertake any commercial activity directly or indirectly and cannot, therefore, earn any income in India. Its role is limited to collecting information about possible market opportunities and providing information about the company and its products to prospective Indian customers. It can promote export/import from/to India and also facilitate technical/financial collaboration between parent company and companies in India. Approval for establishing a liaison office in India is granted by Reserve Bank of India (RBI).
b)  Project Office	Foreign Companies planning to execute specific projects in India can set up temporary project/site offices in India. RBI has now granted general permission to foreign entities to establish Project Offices subject to specified conditions. Such offices cannot undertake or carry on any activity other than the activity relating and incidental to execution of the project. Project Offices may remit outside India the surplus of the project on its completion, general permission for which has been granted by the RBI.
c)Branch Office	Foreign companies engaged in manufacturing and trading activities abroad are allowed to set up Branch Offices in India for the following purposes: • Export/Import of goods • Rendering professional or consultancy services • Carrying out research work, in which the parent company is engaged. • Promoting technical or financial collaborations between Indian companies and parent or overseas group company. • Representing the parent company in India and acting as buying/selling agents in India. • Rendering services in Information Technology and development of software in India. • Rendering technical support to the products supplied by the parent/ group companies. • Foreign airline/shipping company. A branch office is not allowed to carry out manufacturing activities on its own but is permitted to subcontract these to an Indian manufacturer. Branch Offices established with the approval of RBI, may remit outside India profit of the branch, net of applicable Indian taxes and subject to RBI guidelines Permission for setting up branch offices is granted by the Reserve Bank of India (RBI).

Bank account opening
Assistance and signatory services for opening and operating Bank account in India with all major international banks are also provided.

Advantages
Our service list allows you to pick and choose to specifically match your needs. Our outsourcing capability allows you to achieve India fiscal compliance cost-effectively. We look after the peripheral issues leaving your company time to concentrate on what's really important: succeeding in the India.

Foreign Company Registration in India

A foreign company can commence operations in India in one of the many different legal forms as discussed in the article. 100% foreign equity is allowed in Indian companies, subject to equity caps in respect of the area of activities under the Foreign Direct Investment (FDI) policy of India. If a company is incorporated in India, even if it is wholly owned by a foreign company, it is treated on par with domestic companies.

Joint Venture Company in India

In India, no legal definition as such has been given to Joint Venture Company (JVC). JVCs in India typically comprise two or more individuals/companies, one of whom may be non-resident, who come together to form an Indian private/public limited company, holding agreed portions of its share capital.

A Joint Venture Agreement, known as shareholders Agreement prescribes the number of directors on the board, the quorum for board meetings and general meetings, the day to day management of the company, procedure to be followed on the death or bankruptcy of a joint venture partner, etc. Shareholders Agreements and the Articles Of Association (bylaws) of the joint venture company form the basis of the Joint Venture. Usually, JVC partners cannot enter into activities competing with the JVC. Shareholders agreements contain specific provisions in this regard. Non- competition clause can be included in the agreement.

Generally Indian JVCs have a 51%- 49% equity ratio between the foreign and Indian partners, respectively. A majority of share gives voting privilege hence foreign investors by virtue of their investment potential seek an upper hand and secure a majority stake in equity. There are no restrictions on repatriation of earnings from the JVC. 

Foreign Branch Office Set up in India

The typical arrangement in a JVC is as below
• Two or more parties subscribe to the shares of the JV Company in agreed proportion, in cash, and start a new business.
• Two parties, (individuals or companies), incorporate a company in India. Business of one party is transferred to the company and as consideration for such transfer; shares are issued by the company and subscribed by that party. The other party subscribes for the shares in cash.
• Promoter shareholder of an existing Indian company and a third party, who/which may be individual/company, one of them non-resident or both residents, collaborate to jointly carry on the business of that company and its shares are taken by the said third party through payment in cash.

A foreign company can invest in an Indian company through a joint venture agreement in the sectors which are open for foreign investments. Some areas are exclusively reserved for public sector and some are excluded for foreign participation such as real estate, agriculture, plantation etc. So it is important to check if there is any foreign investment cap for the sector in which the proposed JVC will operate. Approval of Reserve bank of India (RBI) or Foreign Investment Promotion Board (FIPB), as applicable, must be obtained for acquiring shares of the company and establishing place of business in India.

JVCs generally have limited scope and duration. The participants in the venture continue to exist as separate entity and the joint undertaking is for a specific purpose and the roles of the participants are defined and agreed in the Memorandum of Understanding. This is a popular vehicle in the era of globalization and liberalization. Foreign companies often team up with the local companies to mutually share their strengths and resources to develop new products, markets, technologies or to create value through the joint undertaking.

Although India's foreign direct investment (FDI) rules have been substantially liberalized since the country first allowed foreign investment in the early 1990s and most sectors are now open to 100% FDI, JVC remains a popular vehicle for foreign companies. While JVC brings several benefits, it also has the inherent potential to fail because of incompatibility of the participants, management gridlocks, inadequate research, failure to contribute, misinterpretation of roles etc. Therefore it is essential to choose the right partners and clearly spell out the roles, responsibilities and rights of each participant.

Automatic Approval: The Government has classified 37 high priority areas covering most of the industrial sectors, in which up to 74% foreign equity receive automatic approval. Foreign investment in unrestricted sectors or restricted sectors up to the extent permitted under automatic route does not require any prior approval either by Government of India or Reserve Bank of India (RBI). Besides the high priority areas automatic approval is also available for setting up international trading companies engaged primarily in export activities.

Foreign Investment Promotion Board (FIPB) Approval Route: In other special cases, not covered under the automatic route, a special approval of FIPB or the Secretariat of Industrial Approvals (“SIA”), depending upon the quantum of investment, is required. The companies having foreign investment approval through FIPB route do not require any further clearance from RBI for receiving inward remittance and issue of shares to the foreign investors.

Wholly Owned Subsidiary Company (WOS) 
Foreign companies can also set up wholly-owned subsidiary in sectors where 100% foreign direct investment is permitted under the FDI policy. A WOS can be formed either as a private or public company, limited by shares or guarantee, or an unlimited liability company. Most often due to the unique advantages Private Limited Company is the most preferred form for a WOS. This structure gives the most flexibility and protection to a foreign investor.

Liaison Office/ Representative Office in India

Foreign companies are allowed to establish Liaison Office in India after obtaining prior approval from the Reserve Bank of India (RBI), which is the apex bank India .The RBI grants approval, for one to three years, and it is renewable upon expiry. It is primarily a communication bridge between the foreign company and its customers or potential customers in India. The Liaison Office can also be setup to establish business contacts or gather market intelligence to promote the products or services of the parent company. It cannot engage in revenue generating activities.

The Liaison Office is permitted to undertake following activities only:
• Representing the parent Company in India
• Promoting export/ import from/ to India
• Promoting technical / financial collaborations between the parent companies and companies in India
• Acting as a communication channel between the parent company and Indian companies A Liaison Office is not permitted to undertake any commercial / trading / industrial activity, directly or indirectly, and is required to meet its expenses out of inward remittances received from parent company through normal banking channels. As a no-income earning entity it is not subjected to tax in India. However, the Liaison Office would be required to withhold tax from certain payments and hence is expected to comply with the requisite “tax withholding” obligations under the domestic tax law. The office must file regular returns to the RBI. Such returns must include Audited Annual accounts and an activity report for the year. This is highly suitable for foreign companies that intend to setup full-fledged operations in India. They can conduct a detailed review of plans and potential before making a long term commitment through this vehicle.

Note: Foreign Insurance companies can establish Liaison Offices in India after obtaining approval from the Insurance Regulatory and Development Authority. Such Insurance companies have been given general permission under FEMA for establishing Liaison Offices in India

Branch Office opening in India

The provisions regarding setting up Branch Office in India are governed by Foreign Exchange Management (Establishment in India of branch or office or other place of business) Regulations, 2000. Foreign companies are allowed to setup branch office in India after obtaining the requisite approval from the Reserve Bank of India (RBI). Permission to set up such offices is initially granted for a period of 3 years and this may be extended from time to time by the Authorized Dealer in whose jurisdiction the office is set up. The general permission of RBI permits a Branch Office to conduct the following activities
• Export/Import of goods
• Rendering professional or consultancy services.
• Carrying out research work, in which the parent company is engaged
• Promoting technical or financial collaborations between Indian companies and parent or overseas group company
• Representing the parent company in India and acting as buying/selling agent in India
• Rendering services in Information Technology and development of software in India.
• Rendering technical support to the products supplied by parent/group companies. • Foreign Airline/shipping Company

RBI has given general permission to foreign companies, subject to certain conditions, for establishing branch/unit in Special Economic Zones (SEZs) to undertake manufacturing and service activities.

The branch office cannot expand its activities or undertake any new trading, commercial or industrial activity other than those which are expressly approved by the RBI.

Foreign companies engaged in manufacturing and trading activities abroad are allowed to set up branch offices in India. Although such branch offices can undertake trading activities they are prohibited to carry out manufacturing activities directly. They are allowed to sub-contract these to Indian manufacturers.

Retail trading activities of any nature is not allowed for a Branch Office in India. Branch offices are permitted to acquire property for their own use and to carry out permitted/incidental activities but not for leasing or renting out the property.

Branch offices are extensions of the foreign company and do not constitute a body corporate of its own. The foreign parent company is liable for the acts of the branch office.

It is allowed to generate incomes in India and can meet its expenses from parent company's remittance from abroad or from its local income. It is not allowed to accept deposits. The commission earned by the branch office from parties abroad for any agency business shall be repatriated to India through normal banking channels. For the purpose of taxation it is deemed a resident of India. Profits earned by the Branch Offices are freely remittable from India, subject to payment of applicable taxes.

Project Office
A foreign corporation, which has secured a contract from an Indian company to execute a project in India, is allowed to establish a Project Office in India, without obtaining prior permission from RBI. RBI has now granted general permission to foreign entities to establish Project Offices subject to conditions specified below:
• the project is funded directly by inward remittance from abroad; or
• the project is funded by bilateral or multilateral International Financing Agency; or
• the project has been cleared by an appropriate authority; or
• a company or entity in India awarding the contract has been granted Term Loan by a Public Financial Institution or a bank in India for the project

If the above conditions are not met, the foreign entity has to approach RBI to obtain approval. The activities of the offices should remain limited to the purview of the project and must close after the project is completed.

The project office is treated as an extension of the foreign corporation in India and is taxed at the rate applicable to foreign corporations. Under the general permission granted by the RBI, Project Offices may remit outside India the surplus of the project on its completion.

Note: Partnership / Proprietary concerns set up abroad are not allowed to establish Branch /Liaison/Project Offices in India.

Fees: Lower cost/ Fees/ Charge

Email us: contact@sfconsultingbd.com
Delhi. Bangalore, Sri City, Mumbai- India

Branch Office open in India

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Branch Office open in Bangladesh

Branch Office open in Bangladesh

Representative Office open in Bangladesh

The following papers & information are required to open branch office: 
1. Government of Bangladesh (Ministry of Industries), BOI- Dhaka; 
2. Bangladesh Bank, Dhaka; 

Liason Office registration in Bangladesh

Permission from Government of Bangladesh (Ministry of Industries)

Permission from Board of Investemnt-BOI

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
11. USD 50,000 has to deposit in bank initially as rules of government of Bangladesh for inward remittance, Work Permit, Office expenses & so on. 

Permission from Bangladesh Bank

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. 

Liason Office registration in Bangladesh

What are the conditions given from BOI (normally) in case of opening branch office in Bangladesh BUT it varies upon activities & types of company? 
• You have to strictly follow foreign exchange regulations of government
• All operational , functional and establishment costs including salaries of the expatriates and local employees in your office will be met on receipt of remittance from abroad
• No outward remittance of any kind from Bangladesh sources will be allowed
• Quarterly return of any income and expenditure out of remittance from abroad shall have to be submitted to this Board , Dept Commissioner of Taxes , Companies Circle -17 and Bangladesh Bank
• No outward remittance of any kind from Bangladesh sources will be allowed
• You shall have to obtain security from the Ministry of Home, govt. of Bangladesh
• The company shall have to bring inward remittance of at least USD 50,000 within 2 (two) months from date of issue of permission letter as establishment cost and 6 months operational expenses. Failing which the company shall have to remit 5% additional amount for each month. 

1. Why USD 50,000 is required in terms of Foreign Investment in Bangladesh ? 

As rules of government , Foreign Investors have to deposit minimum USD 50,000 in terms of inward remittance, business Visa, foreign employment Visa, official expenses & other. 

2. Do the Foreign Branch office is Tax exampted or do not ? 

Yes, Foreign Branch/ Representative/ Liason office is out of Tax Payer in Bangladesh but they need to submit Tax return ONLY, yearly. 

3. What is Encashment certificate? Is is necessary to incorporate the foreign company (100 own/ JV) ? 

Yes. Encashment certificate is required to incorporate the foreign company in Bangladesh. Encashment certificate is issued by bank against PAID UP/ INVESTMENT amount of the company. 

4. What is the ratio of man power of Foreign Company (100% own, JV, Branch office) ? 

1 : 5 , mean One Foreign Employee is equal of Five local employees. 

5. Is BOI permission required to start foreign business in Bangladesh? 

No. it is not required always. BOI permission is required for PI & E Visa, remittance & others. But in case of Joint Venture (JV) company foreign investors can start business by incorporation certificate & Trade License. 

6. Can expatriate transfer the profit to the mother / own country from Bangladesh ? 

Yes, they can do so by the approval of Bangladesh Bank. 

7. How longer takes time to complete all procedure of company formation? 

Except branch/ rep/ liason office it takes almost 30 days to complete all procedure. Because all foreign applications are placed before the meeting of Board of Investment which usually held once in a month. All applications for permission of foreign branch office are placed before the meeting of BOI with all required documents for approval. 

8. How longer will be allowed to pay the amount of USD 50,000 after permission of Branch Office? 

Almost 2 (two) months. If failed to bring the said amount in the period the applicants have to carry extra charge 5 % each month. 

9. Can branch office transfer the profit in mother country? 

No. branch/ rep/ liason offices are not allowed to transfer any profit & branch offices are not allowed to do business in Bangladesh. 

Contact: email@sfconsultingbd.comwww.sfconsultingbd.comS & F CONSULTING FIRM LIMITED

Dhaka, Bangladesh 

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Foreign Direct Investment in Bangladesh

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