Bangladesh is attractive, especially for those investors who want to get an unimpeded entrance to the Asian market. By the adoption of the Companies Act in 1994, granted the right to any person (resident or foreigner) to establish a company in the territory of the given state at a minimal cost. If you have these or other business priorities that encourage you are considering an option of company registration in Bangladesh, this decision may be realized in the following legal forms.
Major Forms of Legal and Business Presence
Registration of a company in Bangladesh is possible in one of these major legal forms:
- Private Limited Company – this is the most popular and convenient organizational and legal form of the company in this jurisdiction. Its participants do not bear personal responsibility for the obligations of the legal entity created by them. The minimum number of participants is 2, the maximum number is 50. A private company should have at least two directors (natural persons only). The company's bylaws shall also establish restrictions on share transfers, including stating a condition that such shares cannot be offered to the public. There are no legally established demands for the amount of chartered capital.
- Public Limited Company – a body corporate where the risk of potential financial losses of its shareholders is restricted to the value of shares owned only. But, shares in the case of this entity may be freely transferred and offered to the public. At least seven members are required for this type of company and the maximum number of such shareholders is not limited by law. This entity should have at least three directors. This can be natural persons only. Shareholders may determine the amount of chartered capital independently as its compulsory amount is not legally determined.
Registration Requirements and Steps
Company formation in Bangladesh requires passing these approximate registration steps:
- Clarifying business objectives.
- Selection of the name for a future company. It should be approved by authorized state authorities and not repeat the names of existing enterprises.
- Determining shareholders and the management. At this stage, it is necessary to collect information about shareholders and directors, copies of their passports.
- Arranging a registered address for an enterprise. The address can belong to both commercial premises and residential ones, however, it must be physical - an indication of post office mailboxes is not allowed.
- Developing a memorandum of association (MoA - Memorandum of Association) and the Articles of Association (AoA - Articles of Association).
- Formation of the authorized capital of the company, the amount of which is stipulated in the above-mentioned documents. Statutory and regulatory acts do not establish any limits on this matter – neither minimum nor maximum ones. It is necessary to deposit the initial paid-up capital to the settlement account of the enterprise.
- Completing actual registration procedure by submitting the set of required registration documents to the state registrar.
- Registration for tax and social security purposes.
- Opening a bank account.
Legal and Regulatory Framework
It is convenient for foreign investors that registering a company in Bangladesh does not require their personal presence at all stages of the procedure. A special visa to visit the country, if it is necessary for the implementation of management actions in the corporation is not required.
Since Bangladesh is low-tax zone, repatriation of profits and investments in full is allowable. For special economic zones, as well as certain types of activities, preferential tax treatment and tax holidays from 5 to 7 years are established.
Tax System of Bangladesh
Registration of a company in Nevis may be beneficial in view of the next tax highlights attributed to this jurisdiction:
- Corporate income tax rate – 25% or 32.5%
Personal income tax rates – a progressive scale of rates (0-25%) is applied depending on the amount of income
- Value-added tax rates – (i) standard – 15%, (ii) reduced – 0%/5%/7.5%/10% may be applied in certain cases
- Withholding tax rates (for non-residents) – (1) rates for companies: (i) dividends – 20% (ii) interests – 20% (iii) royalties – 20%, (2) rates for individuals – (i) dividends – 30% (ii) interests – 20% (iii) royalties – 20%
- Capital gains tax rates – (i) corporate - 15%, (ii) personal – 15%
Advantages of the Jurisdiction
Company formation in Bangladesh may be promising to take into account these potential benefits investors may get:
- provides a favorable investment climate for foreign entrepreneurs
- gradual minimization of bureaucratic procedures in the sphere of business activities;
- signing an agreement with the People's Republic of China on duty-free import of goods;
- introduction of free trade zones.
How Prifinance Specialists May Help You
We offer prompt company registration and bank account opening services in Bangladesh and worldwide. New registration and ready-made options. Provide extensive details for more precise consultations and suggestions that can be effective for your future project.