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www.lexmundi.com Bangladesh Prepared by Lex Mundi member firm, Amir & Amir Law

www.lexmundi.com Bangladesh Prepared by Lex Mundi member firm, Amir & Amir Law Associates Guide to Doing Business Lex Mundi is the world’s leading network of independent law firms with in-depth experience in 100+ countries. Through close collaboration, our member firms are able to offer their clients preferred access to more than 21,000 lawyers worldwide – a global resource of unmatched breadth and depth. Lex Mundi – the law firms that know your markets. This guide is part of the Lex Mundi Guides to Doing Business series which provides general information about legal and business infrastructures in jurisdictions around the world. View the complete series at: www.lexmundi.com/GuidestoDoingBusiness. 1 A Guide to Doing Business in Bangladesh Prepared by: Amir & Amir Law Associates Email: info@aalabd.com Web: www.aalabd.com Updated 29th December 2011 Limitations of Scope: This guide contains a general introduction to the subject. The information in this guide is meant for the purposes of reference and should not be used as legal advice. Source of Information: The information provided in this guide has been obtained from various sources, namely the Bangladesh Board of Investment (BOI) and the Bangladesh Bank. 2 A GUIDE TO DOING BUSINESS IN BANGLADESH CONTENTS I. BANGLADESH AT A GLANCE I.A. Key Facts I.B. Infrastructure I.B.1. Telecommunications I.B.2. Transport I.B.2.a) Land I.B.2.b) Water II. INVESTMENT OPPORTUNITIES IN BANGLADESH II.A. Bangladesh Investment Climate II.B. Economic Overview II.C. Investment Opportunities II.C.1. Resource Advantages II.C.2. Development Opportunities II.D. Foreign Investors II.E. Sectors with Investment Opportunities III. GENERAL CONSIDERATIONS III.A. Diplomatic Relations III.B. Bangladesh’s History and Government III.B.1. History III.B.2 Government III.C. Legal System III.C.1. Common Law System III.C.2. Supreme Court III.C.3. Special Courts III.C.4. Alternative Dispute Resolution III.D. Environmental Considerations III.E. Intellectual Property Rights III.E.1. International Obligations III.E.2. Legislation III.E.3. Permission for Royalties 3 IV. FOREIGN INVESTMENT INCENTIVES IV.A. General Incentives for Foreign Investment IV.B. Incentives for Export Oriented Businesses IV.C. Access to Foreign Investors IV.C.1. Access to the Sectors and Industries IV.C.2. Acquisition IV.D. Ownership, Property and Management Control IV.D.1. Ownership IV.D.1.a) Equity Participation IV.D.1.b) Foreign Participation IV.D.2. Shares and Securities IV.D.3. Management Control IV.E. Investment Protection for Foreign Investors V. FINANCIAL FACILITIES V.A. Banking/Financial Facilities V.A.1. The Role of Bangladesh Bank V.A.2 The Local Banks of Bangladesh: V.B. Foreign Investors and Loans V.B.1. Local Borrowings V.B.2. Foreign Loans VI. STRUCTURES FOR DOING BUSINESS VI.A. Registered Companies VI.B. Limited liability- Companies Limited by Shares VI.B.1. Private Limited Companies VI.B.2. Public Limited Companies VI.C. Companies Limited by Guarantees VI.C.1. Features of a Guarantee Company VII. REQUIREMENTS FOR THE ESTABLISHMENT OF A BUSINESS VII.A. Place of Business VII.B. Foreign Investment VII.C. Registration of Foreign Direct Investment VII.C.1. EPZ or Industrial Estate VII.C.2. Any other Businesses VII.C.3. Manufacturing Firm VII.C.4. Businesses Requiring Pre -Registration Clearance VII.D. Environmental Regulations VII.E. Zonal Restrictions VII.F. Building and Related Permits 4 VII.F.1. Businesses in the Export Processing Zones (EPZ) VII.F.2. Businesses outside the EPZs VIII. TERMINATION OF BUSINESS VIII.A. Investor’s Decision to Wind up VIII.B. Court’s Initiative to Wind up VIII.C. Repatriation of Capital IX. LABOUR LEGISLATION, RELATION AND SUPPLY IX.A. Workforce IX.B. Employment Conditions IX.B.1. Minimum Age IX.B.2. Contracts IX.B.3. ILO Convention IX.C. Labour Laws IX.D. Settlement of Labour Disputes IX.E. Wages and Fringe Benefits IX.E.1. Public Sector IX.E.2. Private Sector IX.F. Leave & Holidays IX.G. Social Security IX.H. Labour Union IX.H.1. Right to Form an Association IX.H.2. Formation IX.H.3. Disputes IX.I. Working Hours IX.I.1. Hours IX.I.2. Overtime X. TAXATION X.A Income Tax X.B. Corporate Tax X.C. Capital Gains Tax X.D. Dividend Income X.E. Royalties X.F. VAT X.G. Salaries of foreign technicians XI. EXCHANGE and REMITTING FUNDS XI.A. The Role of Authorised Dealers (AD) XI.B. Remittances XI.B.1 Remittance of Profits 5 XI.B.2. Remittance of Salaries and Savings by Expatriates XI.C. Convertibility on Trade Accounts XI.D. Exchange Facilities for Exporters IX.D.1. Merchandise Exporters IX.D.2 Exporters with High Import Items IX.D.3. Service Exporters XII. IMMIGRATION XII.A. Immigration Procedure XII.B. Landing Permit / Visa on Arrival (LP/VOA) XII.C. Work Permits XIII. CONTACT DETAILS XIII.A. Embassies and Consulates XIV. TERMS AND DEFINITIONS XIV.A. Board of Investment (BOI) XIV.B. Bangladesh Small Cottage and Industry Corporation (BSCIC) XIV.C. Foreign Direct Investment (FDI) XIV.D. Export Processing Zone (EPZ) 6 I. BANGLADESH AT A GLANCE I.A. Key Facts Geography Geographically located in South Asia; between 20'34 and 26'38 north latitude and between 88'01 and 92'41 east longitude. It consists of flat fertile alluvial land. Neighbouring India to the north, east and west; Burma to the south-east and the Bay of Bengal to the south. Bangladesh, on the northern coast of the Bay of Bengal, is surrounded by India, with a small common border with Myanmar in the southeast. Area 147,570 km2 Climate Sub-tropical monsoon. Winter (December - February) (29'C Maximum; 11'C Minimum) Summer (April - June) (32'C Maximum; 21'C) Heavy rainfall during the monsoons (July- October) Standard Time GMT + 6 hours Population(2010): 164,425,491 Languages Official language Bangla (Bengali). English is widely used in Government, Business and Universities. Religion Muslim (89.6 %) Hindu (9.3 %) Buddhist (0.5%) Christian (0.3%) Other (0.3%) Government Bangladesh is a developing democratic polity based on the Westminster model; secular, but not a theocratic state. Money and Currency Currency Bangladeshi Taka (Tk) 7 Exchange Rates ( As on 27th December 27, 2011) Currency Buying Selling USD 82.03 79.28 GBP 128.17 123.8 Euro 107.18 103.5 Economic Summary GDP/PPP (2011 est.): $100 billion; per capita $664 Real growth rate: 6% Inflation: 11.3% Industries: Textiles, Jute, Garments, Tea Processing, Paper Newsprint, Cement, Chemical Fertilizer, Light Engineering, Sugar, Ceramics and Pharmacy. Natural resources: Natural Gas, Arable Land, Timber and Coal. Exports: $1447 million (September 2011.): Bangladesh exports mainly Ready Made Garments including knit wear (75% of exports revenue). Others include: Shrimps, Jute Goods (including Carpet), Leather Goods and Tea. Imports: $6938 million (July 2011): Bangladesh imports mostly Petroleum Product and Oil, Machinery and Parts, Soybean and Palm Oil, Raw Cotton, Iron, Steel and Wheat. I.B. Infrastructure I.B.1. Telecommunications Situated in the heart of South Asia, there has been considerable development in the telecommunications system in Bangladesh. In August 2002, the Government has opened up the telecom sector (fixed line) to the private sector for participation. There are currently 62 Internet Service Providers (ISPs) in the market. The internet is easily accessible in cities and most businesses and 8 government organisations have their own websites and are able to correspond through email. I.B.2. Transport I.B.2.a) Land A road network connects most parts of Bangladesh, even the remote ones. The railway system is being upgraded through management contracts with private operators. Biman, the state-owned airline as well as other international airlines fly regularly to and from international destinations in Asia, Europe, the Middle East and North America. In addition to the main international airport, Hazrat Shahjalal International in the capital city of Dhaka, there are two other international airports in Sylhet and Chittagong and a few domestic airports around the country. I.B.2.b) Water Bangladesh has perhaps the best water transport system in the region which accounts for two-thirds of cargo transport within the country. Hundreds of rivers criss-cross the land connecting all parts of the country. The major rivers run to the Bay of Bengal in the south where the major seaport of Chittagong plays the most significant role in the country’s international trade. INFRASTRUCTURE AT A GLANCE Telecommunications Transport Telephones(main lines in use) 831,000 Railways 2835.04 km (2011) Mobile Cellular 82.442 million (Oct 2011) Highways 239,226 km paved: 22,726 km; unpaved: 216,500 km Radio Broadcast AM 1 (Bangladesh Betar), FM 5 (Radio Foorti, Radio Today, Radio Amar, ABC Radio, BBC Bangla) Ports and harbours Chittagong and Mongla Port Television Channels State Owned: 2 Privately Owned: 18 Airports 17 Internet Hosts 266 Internet users 995,560 (2010) 9 II. INVESTMENT OPPORTUNITIES IN BANGLADESH II.A. Bangladesh Investment Climate "Bangladesh is the third easiest country in which to do business in South Asia," reported a World Bank-International Financial Corporation report of 6th September 2006. The report further observed that Bangladesh has undertaken steps to improve its business climate and one notable reform made recently was the introduction of a new land registration act to improve security and reduce corruption in land transactions. Among South Asian FDI regimes, a World Bank report (Foreign Direct Investment in Bangladesh: Issues of Long-run Sustainability, 1999) judged the Bangladeshi regime to be the most liberal, with no prior approval requirements or limits on equity participation or on the repatriation of profits and income. According to the report, not only has Foreign Direct Investment (FDI) in Bangladesh been growing but it may be significantly underreported, on account in part of the more open regime. II.B. Economic Overview Although the transition process from an agrarian economy to a manufacturing and service based economy has only begun, the common consensus between all political parties is that the market-oriented economic policy must be promoted. The private sector is now the major source of investment in the country and this is further accentuated by Bangladesh’s liberal economic approach. Policies of liberalisation, deregulation and reforms have been combined together to bring about changes in almost all sectors of the economy in uploads/Industriel/ bangladesh-guide-to-doing-business.pdf