1. What are the various structural options that I could choose from in setting up a business?

If you are a local investor you may setup your business under several organizational structures such as single proprietorship, partnership and limited company. If you are a foreign investor, you may establish your business only under limited company.

2. Can a foreign investor be allowed to own a 100% of a business?

Yes, 100% foreign equity may be allowed in all areas of investment under Companies Act 1994. However, Private investment (local as well as foreign) is restricted in four sectors on strategic grounds as mentioned in the Industrial Policy-2010.

3. What are the areas of investment covered by the Industrial Policy 2010?

The Industrial Policy-2010 covers almost all investment areas except the following four reserve sectors where  private investment is not allowed:

a) Arms and ammunitions and other military equipments and machinery

b) Nuclear power

c) Security printing and minting

d) Forestation and mechanized extraction within the boundary of reserved forest

4. Is there any other areas that requires prior approval in setting up industries other than the reserve   sectors?

Yes, there are 17 controlled industries which require prior clearance/ permission from the respective line ministries/authorities. These are:

a) Fishing in the deep sea

b) Bank/financial institution in the private sector

c) Insurance Company in the private sector

d) Generation, supply and distribution of power in the private sector

e) Exploration, extraction and supply of natural gas/oil

f)  Exploration, extraction and supply of coal

g) Exploration, extraction and supply of other mineral resources

h) Large-scale infrastructure project (e.g. flyover, elevated expressway, monorail,     economic zone, inland  container depot/container freight station)

i) Crude oil refinery (recycling/refining of lube oil used as fuel)

j) Medium and large industry using natural gas/condescend and other minerals as raw material

k) Telecommunication Service (mobile/cellular and land phone)

l) Satellite channel

m) Cargo/passenger aviator

n) Sea bound ship transport

o) Sea-port/deep sea-port

p) VOIP/IP telephone

q) Industries using heavy minerals accumulated from sea beach

5. Where does one apply for registration of investments?

a) For single/sole proprietorship (Bangladeshi investors only) - you may go online  at ors.boi.gov.bd to register your project with required documents/papers. If you want to register manually, please contact Director (Registration & Incentives-2), Board of Investment. Contact Number: +88-02-9551644.

b) If you are a foreign investor for 100% foreign or joint venture investment - you may go online at ors.boi.gov.bd to register your project with required documents/papers. If you want to register manually, please contact Director (Registration & Incentives-1 Industrial), Board of Investment. Contact Number: +88-02-9562426

c) In order to establish branch or liaison or representative office of a fsoreign company - you may go online at ors.boi.gov.bd to register your project with required documents/papers. If you want to register manually, please contact Director (Registration & Incentives-1 Commercial), Board of Investment. Contact Number: +88-02-9562546.

6. What is procedure to incorporate change/addition/reduction of equity, machineries, production goods in the registered industry?

The concerned registered company will apply in the prescribed format for the proposed change supported by necessary papers with a pay order of BDT 1000.

7. What is procedure to change the board of directors/share structure  of the registered company?

The Registered Company will apply in the letterhead pad of the company for the change supported by the relevant certificates from the Register of Joint Stock of Companies and Firms (RJSC&F).

8. What requirements must be complied with before an enterprise can enjoy tax benefits?

For local and foreign investors to qualify for incentives, the project must be registered with the Board of Investment, Bangladesh under Board of Investment Act, 1989. Besides TIN (Taxpayers identification number) need to be obtained to avail the facilities.

9. What are the fiscal incentives offered to a local or foreign investor?

10. What are the relevant documents/papers required for registering with the Board of Investment, Bangladesh?

a) Documents need for local & foreign investment:

b) For Joint venture investment, in addition to documents as mentioned in a joint venture agreement is also required.

11. What are the post-investment services provided by BOI?

Once the investor decides to invest and forms a company, BOI provides following Specific facilities and comprehensive services:

12. What is the  protection of investment in Bangladesh?

The Foreign Private Investment (Promotion and Protection Act 1980) and bilateral investment treaties ensures the protection of investment form expropriation in Bangladesh. The equity that is brought in is allowed to repatriate from the country with the dividend earned.

13. How the equity, dividend and royalty technical assistance can be remitted from Bangladesh?

The equity can be remitted while the company decided to exit the country. The dividend earned each year can be remitted based on the necessary documentation and approval. The royalty and technical assistance can also be remitted based on the documents and criteria fixed by the government.

14. How an investor can get a new work permit in Bangladesh?

An investor has to apply in a BOI prescribed form which could be downloaded from BOI website (www.boi.gov.bd). The holders of Private Investor (PI) Visa or Employment (E) Visa or E1 Visa may get work permit in Bangladesh.

15. How an investor can extend/renew a work permit in Bangladesh?

An investor must apply in a BOI prescribed form for renewal and extension of the work permit which could be downloaded from BOI website. In addition, the work permit holders must pay taxes and submit the certificate of income tax payment for extension or renewal of work permit.

16. How an investor can amend a work permit in Bangladesh?

An investor can amend the work permit by submitting the original documents with the proposed amendment/ amendments, board resolutions for amendment, Appointment Letter and proof of salary receiving etc.

17. How can an investor cancel a work permit in Bangladesh?

An investor can cancel the work permit by submitting the resignation letter, updated tax payment certificate, board resolution and the identity card etc.

18. When/How BOI recommend for E, E1 or PI visa in favor of investors?

BOI recommends for E, E1 or PI visa in favor of investors, if an investor apply with job advertisement in newspaper, appointment letter, passport, identity card and statements containing the necessity of such appointment etc.

19. How an investor can open a new Branch Office/Liaison Office/Representative Office in Bangladesh?

An investor can open a new Branch Office/ Liaison Office/Representative Office in Bangladesh by applying in a BOI prescribed form which could be downloaded from BOI website. In addition, they have to submit

(a) The board resolution for opening such office in Bangladesh

(b) Certified copy of Memorandum of Articles of Association and Certificate of Incorporation

(c) Particulars of Board of Directors

(d) Audit report

(e) All the documents must be attested by Bangladesh Embassy/High Commission/Consulate Office of that country.

20. How an investor can change the address of a Branch Office/Liaison Office/Representative Office in Bangladesh?

An investor can change the address of a Branch Office/Liaison Office/Representative Office in Bangladesh by an application with certified copy of rent deed and board resolution supported by a treasury chalan of BDT. 1000

21. How an investor can close a Branch Office/Liaison Office/Representative Office in Bangladesh?

An investor can close a Branch Office/Liaison Office/Representative Office in Bangladesh by an application with audit report, updated tax payment certificate, NOC from Bangladesh Bank etc.

22. What is the procedure of Waiver Condition?

For to waiver the condition of BOI Branch Office/Liaison Office/Representative Office the company have to apply for the specific condition to waive in BOI.

23. Whether BOI approval/registration is needed for commercial enterprises?

For commercial enterprises BOI approval/registration is not needed. They must register under concern law and proper authority.

24. What is wage of the employees’ prevailing in the country?

The wage in Bangladesh is probably the lowest in south Asia. The productivity of the employees is satisfactory and apt to change is frequent. The wage in Bangladesh is controlled by the relevant statutes. The minimum wage in ensured by the constitution. Wages vary form sector to sector as well as well through profession.

25. What is the availability of land for the industrial uses?

The land use for the industries can be as under:

a)Export processing zones (EPZ): The land in the EPZ enclaves is allotted by the EPZ authority.

b) Private lands : The private lands can be scouted by the investors itself. A foreign company can own land in its name.

c) Govt. owned land: The investor can seek for Govt. owned land (khas land). He can mention for certain land in a district (regional centre) and can sought support of BOI. BOI can request the respective Deputy Commissioner (DC), who is the administrative head of the district, for providing that land.