Implementing a private sector industrial project in Bangladesh either local, joint venture or 100% foreign

follows a rather simplified process. Once an investor to do business in Bangladesh, the first thing is to have

relevant, sufficient and reliable information on the investment and business climate, opportunities,

competitive strengths, industry structure etc.

IRC:

Agency: Bangladesh Small and Cottage Industries Corporation (BSCIC)

Purpose: Providing Import Registration Certificate for Industrial Establishment in Bangladesh.

Required Supporting Documents

1. Trade License (if existing business).

2. Prescribed application form duly filled in.

3. Passport size photographs (3 copies).

4. Contract for machinery.

Pro forma of invoice (for imported machineries)

Manufacturer’s list (for locally available machineries)

5. Nationality Certificate of entrepreneur.

6. Deed of land ownership document, if rental, lease contract should be for next 5 years.

7. Tax Identification Number (TIN).

8. Membership Certificate from Chamber of Commerce and Industries or from NASCIB.

9. Bank Solvency Certificate.

10. Certificate from Drug Administration (if required).

11. Environment Clearance Certificate (if required).

Agency: Bangladesh Small and Cottage Industries Corporation(BSCIC)

Address: Bangladesh Small and Cottage Industries Corporation(BSCIC) 137-138, Motijheel Commercial Area, Dhaka.

Postal Address: Bangladesh Small and Cottage Industries Corporation(BSCIC) 137-138, Motijheel Commercial Area,

Dhaka.

Website: http://www.bscic.gov.bd/

ERC:

Agency: Office of the Chief Controller of Imports & Exports (CCI&E)

Purpose: Providing export license.

Required Documents

The Board of Investment (BOI) registration makes the company eligible to avail the incentives and facilities

provided by the government.

Required documents are:

a. Application Forms

b. Certificate of Incorporation

c. Memorandum of Association - MOA

d. Article of Association - AOA

e. Joint Venture Agreement (if any)

f. Attested copy of deed agreement for rental premises

g. Project Profile

h. Background of the promoters (shareholders)

i. List of Machineries indicating quantity and price

j. Copy of the relevant Loan documents

k. Pay Order/Bank draft for the fee

Other:

1. Factory: Approval of Factory Plan

2. Bonded Warehouse License

3. Registration of Local Investment Project

Industrial Registration Application

Application for BOI Industrial Registration with following supporting documents:

a. Project Profile

b. MOA

c. AOA

d. Land Information & Document

e. Machinery Details

f. Financing sources

g. TIN (Tax Identification Number)

h. Import Registration Certificate- IRC

i. Export Registration Certificate - ERC

j. BOI Recommendation Letter (for Visa)

k. Visa Application

l. Work permit

m. Environment Certificate

n. Social Compliance

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)

These are only explicit issues. There are many implicit issues too. Corruption, red tape problem,

uncooperative behaviour of bureaucrats is some to mention. Ok, lets move forward. Hope this article will

help Startup Entrepreneurs greatly.

Step: 1: On-line verification of the uniqueness of the proposed company name with the Registrar of Joint

Stock Companies and Firms. The proposed name needs to be sent on-line and clearance certificate is

provided via e-mail by the Deputy Registrar (Name Clearance), RJSC. A print out of the name clearance

certificate is to be submitted to the RJSC along with the other documents and forms required for the

incorporation of the company.

Time Duration: 1 day

Estimated Associated costs: BDT 100

Step: 2: Pay adhesive stamp fees at a designated bank.

Until recently, a special adhesive stamp of value was affixed to the memorandum of association regardless

of the company’s authorized capital. Provision of Pay order in lieu of stamp was passed on 20 January 2010

(SRO # 21-Law) under The Stamp Duty (Additional Modes of Payment Act 1974). Applicants do not need

any-more to buy physical special adhesive stamps. Payment can be made to the designated bank accounts of

the Treasury. Previously all the fees were supposed to be deposited only in selected branches of Sonali

Bank. RJSC has now allowed one of the leading private sector banks with extensive national coverage —

the BRAC Bank—to collect fees.

For an authorized capital of between BDT 100,000 to BDT 1,000,000 the adhesive stamps of total value

BDT 2000 is required – BDT 500 is required for the memorandum of association and BDT 1500 for the

articles of association.

Time Duration: 1 day

Estimated Associated Costs: BDT 2000

Step: 3: File documents with the Registrar of Joint Stock Companies and Firms for registration.

For filing the memorandum and articles of association, the company pays fees based on the company’s

authorized capital. For a company with a capital of BDT 318320, the cost is BDT 4125 (BDT 2925

registration fees + 1200 registration filing fees). The fees are paid at the designated banks.

The following documents are submitted to the registrar:

(a) name clearance certificate;

(b) memorandum of association;

(c) articles of association

(d) forms I, VI, IX, X, and XII;

(e) proof of payment (i.e. receipt from the designated bank) for Treasury Stamps;

(f) encashment certificate (for nonresident subscribers); and

(g) tax identification number (for resident subscribers).

Time Duration: 1 day

Estimated Associated Costs: BDT 2925 registration fees + 1200 registration filing fees

Step: 4: Make a company seal

Time Duration: 1 day

Estimated Associated Costs: BDT 40-50

Step: 5: Register with the tax authority:

To commence business, every company must register itself with the appropriate taxation authority (Deputy

Commission of Taxes of Company Circle, Zonal Taxation Department) under the National Board of

Revenue (NBR) and procure a tax identification number for the new company.

Time Duration: 9 days

Estimated Associated Costs: No charge

Step: 6: Register for VAT:

For VAT purposes, companies may be registered separately with the Customs, Excise, and VAT

Commission (under the NBR). The various VATs incurred while operating the business will be regulated by

the area NBR Customs Department and VAT and Excise Department.

Time Duration: 5 days, simultaneously with step 5

Associated Costs: No charge

Step: 7: Obtain a trade license:

Companies may obtain a trade license from the City Corporation. The trade license application must be

accompanied by the following documents:

1) a certified copy of the company’s articles and memorandum of association,

2) a copy of the certificate of incorporation,

3) the company’s statement of bank solvency,

4) the company’s tax identification number certificate,

5) a copy of the rent agreement for the company’s office,

6) three photographs (copies) and 7) particulars of the person in charge of the main corporate functions.

Time Duration: 6 days

Associated Costs: BDT 5000

No. Procedure Time to

Complete

Associated Costs

1 Verify the uniqueness of the proposed company name on the

website of the Registrar of Joint Stock Companies and Firms

The search for the availability of a company name was

computerized in 2003. After checking that the proposed

company name is available for registration, the entrepreneur

then applies for name clearance through the Registrar of

Joint Stock Companies and Firms (RJSC) website. The

status of the application can be checked online and is usually

accepted or rejected within 1 working day. If accepted, the

company name is reserved for 6 months. A print out of the

name clearance certificate must be submitted to the RJSC,

along with the other required documents for incorporation.

Less than one day

(online procedure)

BDT 600

2 Pay stamp duty at a designated bank

Payment of stamp duty is made to the account of the

Treasury at the BRAC Bank.

For an authorized share capital of up to BDT 1,000,000, the

total stamp duty fees are BDT 2,500. These include BDT

2,000 for affixing stamps on the Articles of Association, and

BDT 500 for stamps on the Memorandum of Association.

1 day BDT 2500

3 Register at the Registrar of Joint Stock Companies and

Firms

To register a company, the following documents must be

submitted to the registrar:

(1) Name clearance certificate

(2) Memorandum and Articles of association

(3) Forms I (Declaration on the registration of the company);

Form VI (Notice of the registered office); Form IX (Consent

to act as directors); Form X (The list of persons consenting

to act as directors); and Form XII (Particulars of the

Directors, Managers, and Managing Agents)

(4) Proof of payment (i.e. receipt from the designated bank)

for Treasury Stamps

The registration fees payable at a designated bank are as

follows:

i. For filing 6 documents (5 filled in forms and the

memorandum & articles of association, the fee is BDT

200.00 per document): BDT 1,200.00

ii. For an authorized share capital of up to BDT 20,000, the

fee is BDT 360.

An additional fee of BDT 180 is applicable for every BDT

10,000 or part from the first BDT 20,000 up until BDT

50,000

An additional fee of BDT 45 is applicable for every BDT

10,000 or part from the first BDT 50,000 up until BDT

1,000,000

1 day BDT 3645

registration fees +

1200 registration

filing fees

4 Make a company seal

1 day BDT 30-50

5 Obtain a Tax Identification Number 4 days no charge

In order to start business operations, every company must

register for taxes at the appropriate taxation authority

(Deputy Commission of Taxes of Company Circle, Zonal

Taxation Department) under the National Board of Revenue

(NBR) and obtain a tax identification number.

* 6 Register for VAT

For VAT purposes, companies register with the Customs,

Excise, and VAT Commission under the National Board of

Revenue. The company's VAT is regulated by the Customs,

VAT and Excise Department of the region in which it

operates.

3 days,

simultaneously

with procedure 5

no charge

7 Obtain a trade license

Companies obtain a trade license from the City Corporation.

Recently, the City Corporation (Dhaka) was divided into 2

zones: the North Zone and the South Zone. The proposed

company will have to file its application at the nearest City

Corporation.

The trade license filled-in application form must be

accompanied by the following documents:

(1) A certified copy of the memorandum and articles of

association

(2) A copy of the certificate of incorporation

(3) Tax Identification Number certificate

(5) A copy of the lease agreement of the registered office

3 days BDT 5,000

* Takes place simultaneously with another procedure.