Establishing a Manufacturing company in Bangladesh
Manufacturing Company set up in Bangladesh by foreign or local investors, how to set up an industry in Bangladesh, and the cost of setting up a manufacturing company or industry in Bangladesh by foreign investors are the most frequently asked questions of a Company Lawyer in Dhaka, Bangladesh. In addition, individuals inquire about the legal requirements and compliances of a manufacturing company, the required documents for BIDA registration, and the acquisition of additional certificates and permissions for establishing an industry or manufacturing company in Bangladesh. This article will concentrate on the steps and procedures required for foreign and local investors to establish an industrial or manufacturing company in Bangladesh.
A. Formation of a Manufacturing Firm or Industry:
To establish a Manufacturing Company or industry, the following general steps must be taken:
a) Establishing a Limited Liability Company b) BIDA Permission c) Necessary Licenses
Below is a road map that will give you a clear notion of how to establish an industrial/manufacturing company.
Now, each of these stages will be described in detail, including the required cost, duration, and documentation.
manufucturing-company-set-up-process-in-bangladesh
B. Forming a Limited Liability Company
Initial step: name clearance
Prior to forming a limited liability company, a unique name must be authorized by the Joint Stock Companies and Firms (RJSC).
a) Time
Typically, it takes one to two days to obtain the certificate.
b) Cost
The government fee for name certification is currently 230 BDT or 3 USD including VAT.
Second Step: Drafting the MOA and AOA
The Memorandum of Association (MOA) of a limited company contains the company’s objectives. One may include as many objectives as desired. In contrast, the Articles of Association (AOA) constitute the company’s constitution. An AOA contains all the rules governing the operation of a limited company, as well as the Managing director, Chairman, etc.
Time required:
Two days are required to compose the MOA and AOA.
Third Step: Opening a bank account (for foreign nationals or entities) is the third step.
How does the process for opening a bank account differ between foreign nationals and Bangladeshi nationals?
a) Required Documents for Bank Account:
- Certificate of name authorization, photocopy
- Draft AOA and MOA
- Passport photocopy (requirement for foreign nationals)
The bank will establish a provisional account in the company’s name after receiving the aforementioned documents.
b) Time
In Bangladesh, opening a bank account requires one day.
Following the establishment of the provisional bank account, a share deposit will be sent from the foreign shareholder’s country to the provisional account. Bank will then issue an encashment certificate.
Fifth step: Registration with RJSC
After obtaining the encashment certificate, several documents must be submitted to the RJSC, including the AOA, the MOA, the encashment certificate, and all other pertinent information. After obtaining all required documents and information, RJSC will generate a bill to be paid to a recognized bank.
a). Documents required:
- The AOA and MOA
- Cashing-in certificate
- Directors’ information, including name, parents’ names, passport number, email address, and mobile phone number.
- Name of Chief Executive Officer Name of the Chairman
- NID (if Bangladeshi national)
- TIN (if Bangladeshi national)
- Cap on paid-in capital
- Authorized capital limit
- One photograph of all shareholders
- Signatories of the bank account Address of the company
b). Cost of submitting paperwork to RJSC:
The submission fee for registration is BDT 1,200 (one thousand and two hundred taka).
c). Government registration fee:
It depends on the company’s authorized capital. If the authorized capital is 50lakh, for instance, the government fee will be BDT 13570 (thirteen thousand five hundred and seventy takas) or USD 160 (one hundred and sixty takas) plus 15% VAT.
d). Incorporation certificate:
RJSC will also verify the encashment certificate with the bank after obtaining all the above-mentioned documents. After being satisfied with all of the information, the RJSC will issue a certificate of incorporation in the company’s name. This concludes the establishment of a limited liability company. However, in order to conduct business in Bangladesh, a few additional regulations must be met.
Sixth Step: Taxpayer Identification Number
After obtaining the certificate of incorporation, you must submit an application for a tax identification number to the National Board of Revenue (NRB). Upon receipt of the application, a tax certificate in the company’s name will be issued.
Step Seven: Trade license
To obtain a business license, an application must be submitted to the relevant city corporation. This is necessary to conduct commerce in Bangladesh.
a). Documents:
In addition to the application, the following materials must be submitted:
- Copies of the AOA and MOA
- Photo of the company’s Managing Director or Chairman TIN Rental agreement
- Nature of the enterprise
b). Time
It typically takes three to four business days to obtain a business license.
BIDA Registration
The investor must then apply for registration with the Bangladesh Investment Development Authority (BIDA). Implementing a private sector industrial project in Bangladesh requires registration with the BIDA, whether the project is local, a joint venture, or 100 percent foreign.
a) Procedure Step:
Step 1:
Obtain a local investment registration form from BIDA’s Registration & Investment Division.
Step 2:
Deposit the Registration fee, according to the fee schedule, at any scheduled bank in the name of the Bangladesh Investment Development Authority and obtain a pay order/bank order.
Step 3:
Submit the completed application form and supporting documentation to the appropriate section.
BIDA examines the application and supporting documents
If the application is authorized, the Registration Certificate is issued at Step 5.
b). Required documents for BIDA registration:
- Transmission of the letter to be submitted by the Chairman/Managing Director of the company/Organization on official stationery;
- Application on the prescribed BIDA form, duly completed;
- Document of Incorporation;
- Copy of Trade License issued by the factory’s governing body, indicating the specific industry;
- Copy of the company’s TIN Certificate;
- List of Local and Imported Machineries to be submitted in the company’s official pad (SL No., Machine Name, H.S Code, Quantity and Value (in Million Tk/US$));
- Encashment certificate; Per the industrial policy, the 2016 NOC from the relevant Ministry/Directorate/Department for the controlled sector must be submitted (if required);
- Money order or Bank draft payable to “Bangladesh Investment Development Authority (BIDA)”;
All documents (aside from bank drafts) must be attested by the company’s chairman or managing director.
c). Time
15 to 30 working days are required for BIDA approval.
d). Investment Fee
Required Investment Amount Fee (BDT)
A maximum of 10 Core5,000 Core 10 Tk. – 25 Core10,000 25 Core Tk. – fifty Core100,000 50 Core Tk.
50,000 100 Core Tk. – Over one hundred thousand Tax Holiday
Depending on the location of the industrial enterprise, tax-free status will be granted for five or seven years. The tax holiday facility for industrial enterprises located in Dhaka and Chittagong Divisions (excluding Hill Tract districts of Chittagong Division) is for 5 years, whereas it is for 7 years for locations in Khulna, Sylhet, Barisal, and Rajshahi Divisions, and the three Chittagong hill districts.
In accordance with existing laws, tax holiday services are provided. The duration of the tax amnesty will be calculated from the month in which commercial production begins. The NBR (National Board of Revenue) will issue a tax exemption certificate for a total of ninety days following the submission of the application.
Enhanced Depreciation
Industrial enterprises that are not eligible for tax holidays will be eligible for accelerated depreciation allowance. This allowance is available at a rate of one hundred percent of the cost of the machinery or plant if the industrial enterprise is established within the cities of Dhaka, Narayangonj, Chittagong, and Khulna, or within a 10-mile radius of their municipal limits. If the industrial enterprise is established elsewhere in the nation, accelerated depreciation is permitted at a rate of 80% in the first year and 20% in the second.
VAT (Value-Added Tax) Certificate
To conduct normal business operations in Bangladesh following the formation of a limited liability company, the company must have a unique Business Identification Number (BIN). In order to obtain a Taxpayer Identification Number, businesses must have a VAT registration certificate. The Customs, VAT, and Excise Department of the National Board of Revenue (NBR) regulates VAT. The process of registering for VAT is free.
a). Documents
- TIN Certificate Trade License Import / export Registration certificate
- Photos in passport format
- Certificate of Bank Solvency for the Contract
- BOI registration Articles of Association and Memorandum
- Every limited liability company is required to pay the VAT on the 15th of every month. After forming a Private Limited Company that is ready to conduct business in Bangladesh, the next stage is to obtain BIDA’s approval for foreign investments.
How to get Fire License?
Fire License is a mandatory requirement for all Bangladeshi enterprises. In Bangladesh, the Fire License is issued by Fire Service and Civil Defense (FSCD).
a)Documents:
The following documents must be submitted for a fire license:
- Standard application form
- Commerce permit Treasury Challan or Demand note
- Annual Valuation Certificate from the zone office of the relevant City Corporation or Municipality.
- Deed of Contract and rental payment
- The layout of the establishment must be approved by RAJUK, City Corporation, or the relevant municipal zone office.
- Local representative’s Certificate of Incorporation and Memorandum of Association No-Objection-Certificate (NOC)
- Certificate of clearance from the FSCD office.
- Additional form (for clothing manufacturers)
b). Government Price
The government fee for a fire license fluctuates depending on the type of factory and the FSCD officer’s evaluation.
c). Method for Obtaining a Fire License
The prescribed application form and supporting documentation must be submitted to the FSCD office in the first step.
Step two: subsequently, FSDC officials will examine the business and issue a demand note.
Step three requires the applicant to pay the bank the amount specified on the Demand note.
Step four entails submitting the bank deposit notice to the FSDC office. Upon obtaining this information, the inspector will re-inspect the business. Consequently, FSDC will issue a fire certificate once it has determined that the establishment satisfies the standard fire safety requirement.
d). Time
The issuance of a Fire license typically takes up to one hundred twenty (120) working days. It should be noted that the FSCD office must renew the fire license annually. Contact Rahman Remura Wahid for specific information regarding the process of obtaining the aforementioned licenses. In this article, a summary of the procedure is provided.
Required Permission
After forming a limited liability company and receiving BIDA approval, it is necessary to obtain all licenses necessary for establishing any industry or manufacturing company. All licenses required are enumerated below:
- Become a member of the relevant business organization
- Export and/or import authorization
- Permission from a concerned government agency (for example, BTCL approval for a telecommunications enterprise, etc.).
- The Fire Service and Civil Defense (FS&CD) issues a fire license for factory setup or corporate offices.
- Permissions that vary from case to case to establish a business in Bangladesh;
- Certificate of environmental certification from the Department of Environment. Click here to learn how to obtain an Environmental clearance certificate.
- Approval and License for Factory Layout from the Office of the Chief Inspector of Factories and Establishment (CIFE).
- Tax exemption certificate issued by NBR
- Trade Mark Registration
- License for Bonded Warehouse from the Customs Bond Commissionerate (CBC).
- Certificate issued by the Export Promotion Bureau (EPB).
- Electrical Connection document
- Gas connection document
- Permission from the Bangladesh Energy Regulatory Commission
- Building:
- Architectural Approval Construction of a Structural Drawing
- Soil Test Report
- Engineering Certificate Occupancy Permission Load Bearing Certificate
Rahman REMURA WAHID Legal Counsel on FDI/Company Matters
The Barristers, Advocates, and Lawyers at Rahman REMURA WAHID in Gulshan, Dhaka, Bangladesh have extensive experience with FDI and company/industry formation matters. In addition to managing a variety of domestic client matters on a regular basis, the firm has extensive experience advising and assisting a large number of international clients with the utmost care and attention throughout their legal issues. For questions or legal counsel, please contact us at:
Rahman REMURA WAHID will assist you in establishing a private limited company in Bangladesh if you need assistance with legal advice. Send your specifications here or Call us:
24/7 Contact Numbers, Even During Holidays:
+8801708000660
+8801829737374
+8801708080817
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DHAKA: House 149, Block B, Road 05, Bashundhara
DUBAI: Rolex Building, L-12 Sheikh Zayed Road
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Email Addresses:
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