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“Services that meets your unique needs…”

Local and Global scholars and talents are at your service. People from background like- Business Analyst, Lawyers, Accountants, Financial Experts, Engineers, Architects, IT Experts, Software Developers and many more are here.   At 4R CONSULTING  you can choose the service that meets your unique needs and get the advice that fits your investment style and put your business plan into action with our range of advises and management services. Among our services we offer:

 

Local Service

Local Incorporation Support:

  • Company Formation & Corporate Services
  • Creation of Subsidiary
  • Feasibility Study
  • Market Research, Survey and Studies
  • Setting up Liaison / Branch Office
  • Foreign/ Joint Venture Company registration in Bangladesh
  • Joint Venture and Business Collaboration
  • Technical Collaboration
  • Identifying and matching commercial partners
  • Due Diligence
  • Business Valuation
  • Enterprise Risk Management
  • Organizing meetings and visits to possible clients
  • Preparing international trade fairs and exhibitions
  • Secretarial services

Financial & Accounting Support:

  • Financial Management
  • Accounting and Bookkeeping
  • Annual reports prepared by chartered accountants
  • Monthly financial reports ready to be sent to the holding company
  • Administrative and legal management
  • Corporate Tax
  • Value Added Tax (VAT)
  • Other Indirect Tax
  • Individual Tax Including Expatriate Tax
  • Tax Advisory Services
  • Tax representation & Tax planning

HR Solutions:

  • Staff recruitment
  • Employment contract (Establishment of work permit – appropriate visa..)
  • Outplacement
  • Payroll administration / Management of business expenses

Logistics and Import Services:

  • Transportation
  • Customs clearance and registration
  • Storage solutions
  • Billing services

 

Distribution & Sales Support

Market entry strategy:

  • Market study and competition monitoring
  • Market analysis (field study, sector insights from on-site professionals)
  • Sales channel analysis
  • Entry, logistics and customs costs analysis and registration processing

Prospection and Exporting Missions:

  • Research, assessment and selection of commercial partners
  • Contracts negotiation
  • Commercial support and follow up: exhibitions, sales meetings, negotiation
  • Network distribution set-up

Setting up and Monitoring Your Sales Policy:

  • Animation of sales network: marketing
  • Communication, promotional campaigns
  • Sales agent and importation
  • Distribution

 

Project Management & Country Representation

Expertise and Information:

  • Reputation audit
  • Business and economic intelligence
  • Risk analysis

Strategic consulting:

  • Lobbying and networking
  • Opportunity assessment
  • Representation strategy

Networking and Support:

  • Presentation meetings and Discussion follow-up
  • Organization of visits and delegations
  • Relationship building
  • Leveraging existing relationships

Project Management:

  • Project identification
  • Call for tenders & Negotiation follow up
  • Implementation and operational management

 

Sourcing & Trading

Sourcing Missions and suppliers Research:

  • Identification and assessment of suppliers
  • Production monitoring
  • Assistance in negotiations with vendors
  • Price negotiation

Project Development:

  • Materials research
  • Identification of local know-how
  • Creation and design support
  • Fact sheets validation

Export:

  • Consolidation ordering from different supplier
  • Clearance & FOB
  • Delivery door to door and installation

Design Project:

  • Construction plans (Consultation with our Architects-Construction plans proposals)
  • General Layout (First sketches-Agreement on the general layout)
  • Fit-out (Full construction plans)
  • Interior design, lighting (Trend and color charts-3d Simulation-Models)
  • Production & Delivery (Quality control-Logistics & Delivery)

*** And many other services adapted to each client´s individual needs.

Private Limited Company

When it comes to entity incorporation in Bangladesh, one of the most preferred option to start a business is to take resort to incorporating a Private Limited Company. Although there are many other options to start a business in Bangladesh, out of which the most common and useful modes are either registering a branch office or incorporating a private limited company, therefore, the procedure of registering a private limited company has been mentioned down below.

Before moving on to the procedure of incorporating a private limited company in Bangladesh, it is worth mentioning that there is another option, which is registering a liaison office in the Bangladesh investment development authority that is commonly known as BIDA. However, to operate as a liaison office in Bangladesh there are also backdrops such as, the liaison office cannot transact in business, the liaison office can only maintain liaison between its parent company and the possible vendor or clients, but when it comes to making business transaction, only the parent company can transact under the restriction and supervision of the Bangladesh Bank and other relevant authorities as a foreign company. Therefore, it appears that Liaison offices are not a viable option, until or unless simply maintaining a degree of liaison with the vendors in Bangladesh is the intention of the parent company registered outside of Bangladesh.

 

What is a Private Limited Company?

As per section 2(q) of Companies Act 1994, A Private Company is a Company which by its Articles of Association restricts the right of transfer of the share, limits the number of members to fifty and prohibits invitation to the public to subscribe to the shares or debentures of the Company.

What are the characteristics of a Private Limited Company defined in Companies Act 1994?

The Companies Act 1994 has mentioned the following characteristics of a Private Limited Company:

  1. It restricts the rights to transfer the shares [s. 2(q)];
  2. The minimum number of members is 2 (two) [s. 5];
  3. The maximum number of the members is 50 (fifty) excluding the persons employed in the Company
  4. It must have at least two directors
  5. It prohibits any invitation to the public to subscribe for the shares or debentures of the Company
  6. It does not have to fulfill the requirement of statutory meeting or statutory report
  7. Subject to obtaining other licenses mentioned below in the post registration section of this Report, a Private Company can commence business as soon as it is registered with the RJSC.

How to Incorporate a private limited company in Bangladesh?

Outline | Incorporation of a Private Limited Company in Bangladesh

The Companies Act 1994 does not provide the step by step procedure on how to set up a Company rather deals with the statutory requirements of Company incorporation. It is dealt by the RJSC, the appropriate body; which provides the detailed guideline on its official website regarding the procedure of setting up a Company from name clearance to incorporation.

Procedure | Incorporation of a Private Limited Company in Bangladesh

The steps for the registration of a Private Company limited by shares in Bangladesh are detailed below:-

STEP 1: OBTAIN NAME CLEARANCE LETTER | Incorporation of a Private Limited Company in Bangladesh

Application for name clearance to RJSC along with the following information:

  1. Application Form;
  2. Proposed Name.

STEP 2: DOCUMENTATION | Incorporation of a Private Limited Company in Bangladesh

  1. Drafting of Memorandum of Articles and Articles of Association and other required documents,
  2. Directors’ resolution to open a new Company in Bangladesh;
  3. Obtaining and filling up the following forms for registration of the Company to RJSC:
  4. Form I: Declaration on registration of Company;
  5. Form VI: Notice of situation of registered office;
  6. Form IX: Consent of director to act;
  7. Form X: List of persons consenting to be directors;
  8. Form XII: Particulars of the directors, manager and managing agents.

STEP 3: FORMALITIES RELATED WITH BANK ACCOUNT | Incorporation of a Private Limited Company in Bangladesh

  1. Directors shall open a temporary bank account in the name of the proposed Company with any scheduled bank with the condition that the account shall be regularized once the Company is duly registered with Company House;
  2. Capital contribution into the bank account.
  3. Encasement certificate from the bank which expresses that the sum required for capital contribution has been duly dispatched in the temporary bank account of the proposed organization.

STEP 4: SUBMISSION OF DOCUMENTS TO RJSC | Incorporation of a Private Limited Company in Bangladesh

Application to RJSC along with the documents executed as listed above.

Post registration compliance for a Private Company limited by shares

(a) Trade License

The Companies have to obtain trade license from the relevant City Corporation. The proposed Company is required to file its application at the nearest City Corporation along with relevant documents and appropriate fees.

(b) Tax Identification Number (“TIN”)

A Company has to obtain E-TIN from the recommended website of National Board of Revenue (NBR).

(c) VAT Registration Certificate

The newly incorporated Company has to collect a VAT registration certificate. In this regard, the application has to be made to the National Board of Revenue (NBR).

(d) Fire Certificate

Fire certificate is provided by the Bangladesh Fire Service and Civil Defense Authority.

(e) Environment Clearance Certificate

An environment clearance certificate from the Department of Environment has to be obtained by a company if it’s involved in an industrial project, by executing the prescribed form.

(3) Special Case (Investment in kind, etc.)

The concept of ‘investment in kind’ is not detailed under Companies Act 1994. However, in practice, significant investment is made by investing in machineries and other equipment in a Company by a shareholder or a proposed shareholder in a Company incorporated in Bangladesh. Although CA 1994 does not govern the procedure, the following steps are followed while carrying out such investment in kind:

  • The concerned company has to be duly registered with RJSC,
  • The concerned investors have to fill up the relevant Form(s),
  • The concerned investors are required to have a vendors’ agreement between them,
  • The filled up Form(s) and the vendors’ agreement have to be filed with RJSC.
  • The RJSC will then record the investment and monitor whether the proper procedure has been duly followed.

 

How much time is required for incorporation?

Once the aforementioned formalities are complied with, RJSC generally provides with the certificate of incorporation (Company registration certificate) within 6-8 working days. It usually takes 2-3 weeks to register a Company from the date of submitting all the documents to RJSC.

Once the name clearance is obtained, the clearance remains valid for 6 months. Generally 3 working days are required to obtain a name clearance. After obtaining the Name Clearance certificate a bank account need to be opened where the initial paid up capital need to be transferred from the shareholders’ account. If there is any foreign investment then the amount for paid up capital need to be remitted through the newly opened bank account following proper procedure.

Fees required for incorporation?

The governmental fees of the Company registration depend on the amount of Authorized Capital. For issuance of Incorporation Certificate governmental fees shall be BDT 1000.

4RConsulting International is among the best business solution provider, taking up initial works such as incorporating entities to providing the clients with corporate secretarial, company secretarial to corporate tax compliance’s.

 

What is a Joint Venture in Bangladesh?

In sectors where restrictions on foreign investors’ equity participation exist, foreign investors may not conduct business in the form of Branch office as in those cases, the Joint Venture partners (Local and Foreign Investors) open up a Joint Venture Company and run the business as per the object clauses of Memorandum of Association maintaining the ratio fixed by the government in equity participation in a particular sector.

In Bangladesh 100% foreign investment is allowed unless the sector is fall within the scope of reserved sectors i.e. Arms and ammunition, Forest Plantation, Production of nuclear energy and Security printing. Another point should be noted that as per laws of Bangladesh foreign shareholders cannot hold more than 40% shares if the company intends to provide freight forwarding services. Freight forwarding license can be obtained by incorporating a JV Logistics Company only if the Company has a highest 40% foreign shareholding and 60% local shareholding. One or more foreign investors can set up a Joint Venture Company in Bangladesh with collaborating of one or more Bangladeshi investors.

 

How to Incorporate a Joint Venture in Bangladesh?

The procedures for incorporating a Joint Venture (JV) in Bangladesh are similar to incorporate a general Private Limited Company.

(1) Outline | Incorporation of Joint Venture in Bangladesh

The Companies Act 1994 does not provide the step by step procedure on how to set up a Company rather deals with the statutory requirements of Company incorporation. It is dealt by the RJSC, the appropriate body; which provides the detailed guideline on its official website regarding the procedure of setting up a Company from name clearance to incorporation.

(2) Procedure | Incorporation of Joint Venture in Bangladesh

The steps for the registration of a Private Company limited by shares in Bangladesh are detailed below:-

STEP 1: OBTAIN NAME CLEARANCE LETTER

Application for name clearance to RJSC along with the following information:

  1. Application Form;
  2. Proposed Name.

STEP 2: DOCUMENTATION

  1. Drafting of MoA and AoA and other necessary documents,
  2. Promoters’ resolution to open a Company in Bangladesh;
  3. Obtaining and executing the following forms for registering the Company with RJSC:
  • Filled in Form I: Declaration on registration of Company;
  • Filled in Form VI: Notice of situation of registered office;
  • Filled in Form IX: Consent of director to act;
  • Filled in Form X: List of persons consenting to be directors;
  • Filled in Form XII: Particulars of the directors, manager and managing agents.

STEP 3: FORMALITIES RELATED WITH BANK ACCOUNT  | Incorporation of Joing Venture in Bangladesh

  1. Promoters shall open a temporary bank account in the name of the proposed Company with any scheduled bank with the condition that the account shall be regularized once the Company is duly registered with Company House;
  2. Capital contribution into the bank account.
  3. Encashment certificate from the bank which states that the amount required for capital contribution has been duly remitted in the temporary bank account of the proposed company.

STEP 4: SUBMISSION OF DOCUMENTS TO RJSC

Application to RJSC along with the documents executed as listed above.

Time Frame: Once the aforementioned formalities are complied with, RJSC generally provides with the certificate of incorporation (Company registration certificate) within 6-8 working days.

Post registration compliance’s for a Private Company limited by shares

(a) Trade License

The Companies have to obtain trade license from the relevant City Corporation[1]. The proposed Company is required to file its application at the nearest City Corporation along with relevant documents and appropriate fees.

(b) Tax Identification Number (“TIN”)

A Company has to obtain TIN from National Board of Revenue (NBR) which is the relevant authority in this regard.

(c) VAT Registration Certificate

A VAT registration certificate also has to be obtained by the newly incorporated Company. In this regard, the application has to be made to the NBR.

(d) Fire Certificate

Fire certificate is provided by the Bangladesh Fire Service and Civil Defense Authority.

(e) Environment Clearance Certificate

A Company, if involved in industrial project, has to obtain an environment clearance certificate from the Department of Environment by filling up the prescribed form.

(3) Special Case (Investment in kind, etc. )

The concept of ‘investment in kind’ is not detailed under Companies Act 1994. However, in practice, significant investment is made by investing in machineries and other equipment in a Company by a shareholder or a proposed shareholder in a Company incorporated in Bangladesh. Although CA 1994 does not govern the procedure, the following steps are followed while carrying out such investment in kind:

  • The concerned company has to be duly registered with RJSC,
  • The concerned investors have to fill up the relevant Form(s),
  • The concerned investors are required to have a vendors’ agreement between them,
  • The filled up Form(s) and the vendors’ agreement have to be filed with RJSC.
  • The RJSC will then record the investment and monitor whether the proper procedure has been duly followed.

However, a JV agreement is required to complete such incorporation. A JV agreement can be executed by the mutual understanding between the parties. The JV agreement needs to be affixed with the relevant stamp duties so that it carries more value/credibility in the eyes of laws. If the JV agreement is executed in Bangladesh by both the parties then the JV agreement shall be printed on non-judicial stamp paper at first and then signed by both the parties. If the foreign counterpart executes the JV agreement from outside Bangladesh then JV agreement needs to be duly consularized and attested by the concerned Bangladeshi Embassy and foreign ministry in Bangladesh and then affixed with the stamp duty.

How much time is required for incorporation?

Once the aforementioned formalities are complied with, RJSC generally provides with the certificate of incorporation (Company registration certificate) within 6-8 working days. It usually takes 2-3 weeks to register a Company from the date of submitting all the documents to RJSC.

Once the name clearance is obtained, the clearance remains valid for 6 months. Generally 3 working days are required to obtain a name clearance. After obtaining the Name Clearance certificate a bank account need to be opened where the initial paid up capital need to be transferred from the shareholders’ account. If there is any foreign investment then the amount for paid up capital need to be remitted through the newly opened bank account following proper procedure.

Fees are required for incorporation of Joint Venture in Bangladesh?

The governmental fees of the Company registration depend on the amount of Authorised Capital. For issuance of Incorporation Certificate governmental fees shall be BDT 1000.

Liaison or branch office in Bangladesh

Branch or Liaison Office is one of the two options for foreign investors wishing to setup their presence in Bangladesh. The other option is incorporating a Bangladeshi subsidiary company.

If you are a foreign investor, we recommend you to read our article on foreign investment. It will help you to understand the legal regime about foreign investment in Bangladesh.

The information presented below provides details of setting up a Branch or Liaison office in Bangladesh.

Approval of Bangladesh Investment Development Authority (BIDA) is the primary requirement for setting up a Branch or Liaison office in Bangladesh

KEY FACTS ABOUT LIAISON OFFICE IN BANGLADESH

  • Liaison office and Representative office are same in Bangladesh.
  • A Liaison/Representative Office of a foreign Company can perform very limited activities, which includes:
  • maintain liaison/ coordination between principal and local agents, distributors/exporters’ institutions through correspondences, personal contracts and other electronic media.
  • collect, compile analyze and disseminate business information related to its field of activities as mentioned in the approval letter.
  • A Liaison/Representative office will have no local source of income in Bangladesh. All setup and operational costs including salaries of the expatriates and local employees of the Liaison or Representative office will have to borne by the parent company aboard.
  • No outward remittances of any kind from Bangladesh sources will be allowed except the amount brought in from abroad (the unspent part).

KEY FACTS ABOUT BRANCH OFFICE IN BANGLADESH

  • A Branch office of a foreign company can engage in commercial activities with prior approval of BIDA.
  • A Branch office may have local source of income from the approved field of business activities in Bangladesh and with the prior approval of the Inter-Ministerial Committee and with proper justification and sufficient supporting documents.

KEY FACTS ABOUT BOTH BRANCH AND LIAISON OFFICE IN BANGLADESH

  • The activities of a Branch and Liaison office shall remain confined to the areas and for the period of time mentioned and approved in approval letter issued by BIDA. If the company intends to continue their Office beyond the period approval, they will have to apply for necessary renewal/ extension in the prescribed form with proper documents at least 2 (two) months before the expiry of the current term.
  • If the approved company intends to employ any foreign nationals(s) in their Office, work permits should be obtained from the BIDA,
  • An amount of foreign exchange equivalent to the sum of not less than US$ 50,000 or equivalent as estimated initial establishment cost and 6(six) months operational expenses of the Office must be brought in as inward remittance in Bangladesh within 02(two) months from the date of issuance of the BIDA permission letter. For this purpose, the Office shall have to open an account with any scheduled bank of Bangladesh as per the instructions contained in the Guidelines for Foreign Exchange transactions for receipt of remittances.
  • Quarterly return of incomes and expenditures out of remittances received from abroad shall have to be submitted to the BIDA, concerned Bank, National Board of Revenue and Bangladesh Bank with documentary evidences.
  • Any change(s) of present address shall be intimated to the BIDA for necessary action and approval before the proposed change is carried out.
  • The permitted Office shall have to obtain clearances/ licenses from the concerned government agencies, as and where required, under the existing rules of the country.
  • The permitted Office shall have to pay duty/income tax/VAT/revenues and other taxes payable to the government under the existing laws of Bangladesh.
  • Deduction of taxes at source while paying office/house rent, salaries, and bills for purchased goods, services and contract work has to be made, and subsequently deposited to the designated government accounts as per provisions of Bangladesh Income Tax Ordinance, 1984. For the purpose of deduction of taxes at source & VAT, enterprises shall have to obtain Taxpayer Identification Number (TIN) from the National Board of Revenue.
  • Approval of Branch and Liaison Offices and award of work permit for foreign nationals will be made on the condition of security clearance from the Ministry of Home Affairs. The Ministry of Home Affairs shall provide security clearance within 45 days of issuance of permission letter under the existing Visa policy. Otherwise it will be treated that the concerned agencies have no objection to the issuance of visa.
  • Expatriates working in manufacturing industry, business organizations of private sector, educational institutions, Branch and Liaison Offices etc. in Bangladesh must submit income tax clearance certificate/income tax exemption certificate under section 107 of Income Tax Ordinance, 1984.
  • Branch and Liaison Office under proprietorship companies will be generally discouraged.
  • For establishing more than one Office of the permitted Branch or Liaison Offices in Bangladesh, the foreign company shall have to take separate prior permission from the Bangladesh Investment Development Authority.

 

BRANCH/LIAISON OFFICE AS A TYPE OF BUSINESS ENTITY

A Branch or Liaison Office is a proper legal entity once registered with the BIDA in Bangladesh. It is considered an extension of the foreign company and not as a separate legal entity. Unlike a Bangladeshi subsidiary company, the parent company of a Branch or Liaison Office is implicitly liable for all the debts and liabilities of the Branch or Liaison Office.

OTHER INFORMATION

  • Name:The name of Bangladeshi Branch or Liaison Office must correspond to the name of the foreign company.
  • Constitution and Activities: The shareholders, structure of company and its activities are directed by foreign company’s Memorandum and Articles of Association. There is no separate Memorandum and Articles of Association for the Branch or Liaison Office.
  • Office Address:A Branch or Liaison Office must have an office address located in Bangladesh.

DOCUMENTS REQUIRED FOR BIDA APPROVAL

In general, the following documents/information is required for approval of a Branch or Liaison Office in Bangladesh:

  • Application in prescribed form signed by the authorized person for establishment of branch/liaison/ representative office – 4 copies.
  • Memorandum and Articles of Association and Certificate of Incorporation of the principal/ parent company.
  • Name and nationality of the directors/promoters of the principal company.
  • Audited Accounts of last financial year of the principal company.
  • Company’s board of director’s resolution regarding opening of office in Bangladesh.
  • Proposed organogram of the office showing the posts to be occupied by both expatriates and local personnel.
  • Details of activities to be performed through the proposed branch/liaison/representative office in Bangladesh.
  • Forwarding Letter
  • Documents (item 2-5) shall have to be attested by the concern Bangladesh mission/mission of the respective country in Bangladesh/respective country’s apex business chamber/local business chambers.
  • Any documents not in English must be translated in English before submission.
  • 4 copies of all the documents must be submitted to BIDA.
  • BIDA might ask for more documents after reviewing the above mentioned documents.

GOVERNMENT FEES:

A fee of BDT 25.000 (Twenty five thousand) is required to be paid through bank Pay Order and the original copy of the Pay Order has to be submitted to the BIDA.

REGISTRATION PROCEDURE AND TIMELINE

All document should be submitted to BIDA physically. You may also apply online using BIDA’s website. After proper scrutiny of all documents, BIDA officials will place the application and documents to Inter-Ministerial Committee. The Committee will review the documents and might ask for more documents or a physical presentation. If the committee is satisfied, they will provide the approval. The Inter-Ministerial Committee usually sits twice every month. Usual timeline is one month or less.

Approval is usually provided to open a branch or liaison office initially for a period of 3(three) years which can be extended later.

BANK ACCOUNT OPENING

After obtaining the approval for a Branch or Liaison office, a bank account must be opened in any bank in Bangladesh. An amount of foreign exchange equivalent to US$ 50,000 or more must be brought in as inward remittance in Bangladesh within 02(two) months from the date of issuance of the BIDA permission letter.

18B APPROVAL FROM BANGLADESH BANK

Update September 15, 2015: Recently Bangladesh Parliament has amended the Foreign Exchange Regulations Act 1947. The requirement of 18B Approval from Bangladesh Bank has been removed. Pursuant to the amendment, from now on Branch Office or Liaison Office or Representative Office will have to report to Bangladesh Bank within 30(thirty) days of obtaining permission from Bangladesh Investment Development Authority. We will update this section once Bangladesh Bank publish any notification in this regard.

  • No more 18A and 18B

The requirement of 18A and 18B approval has been stripped off. From now on Branch Office or Liaison Office or Representative Office will have to report to Bangladesh Bank within 30(thirty) days of obtaining permission from Board of Investment or similar competent authority in Bangladesh to establish their presence in Bangladesh.

REGISTRATION WITH REGISTRAR OF JOINT STOCK COMPANIES AND FIRM (RJSC)

After obtaining approval from both Bangladesh Bank and BIDA, registration with the RJSC is required. The following documents will be required for this purpose:

  • Approval letter of BIDA.
  • Approval letter of Bangladesh Bank.
  • Certified copy of the memorandum and articles of the company or other constitutional documents.
  • Full address of the registered or principal office of the company.
  • A list of the directors and secretary, if any, of the company.
  • The name and address or the names and addresses of one or more persons resident in Bangladesh, authorized to accept on behalf of the company service of process and any notice or other document required to be served on the company.

The full address of the office of the company in Ballads which to be deemed its principal place of business in Bangladesh.