Bangladesh: Guide To Doing Business
Bangladesh: Guide To Doing Business
Bangladesh: Guide To Doing Business
Bangladesh
Prepared by Lex Mundi member firm,
Amir & Amir Law Associates
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.
www.lexmundi.com
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. Bangladeshs 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
I. BANGLADESH AT A GLANCE
I.A. Key Facts
Area
Climate
Sub-tropical monsoon.
Geography
GMT + 6 hours
Population(2010):
Languages
164,425,491
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
Buying
Selling
USD
GBP
Euro
82.03
128.17
107.18
79.28
123.8
103.5
Economic
Summary
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
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 countrys
international trade.
INFRASTRUCTURE AT A GLANCE
Telecommunications
Transport
Telephones(main 831,000
Railways
lines in use)
Mobile Cellular
82.442 million (Oct Highways
2011)
Radio Broadcast
AM 1 (Bangladesh
Betar), FM 5 (Radio
Foorti, Radio Today,
Radio Amar, ABC
Radio, BBC Bangla)
Television
Channels
State Owned: 2
Privately Owned: 18
Internet Hosts
Internet users
266
995,560 (2010)
2835.04 km
(2011)
239,226 km
paved:
22,726 km;
unpaved:
216,500 km
Ports
and Chittagong and
harbours
Mongla Port
Airports
17
Projections
2007 2008 2009 2010 2011 2015
Bangladesh
6.3
6.0
5.4
5.4
5.9
6.2
10.6
7.9
6.6
8.7
8.7
8.5
9.2
5.2
6.2
4.7
3.8
Developed economies
0.2
0.5
0.4
0.4
0.3
0.1
World
5.2
3.0
-0.6
4.2
4.3
4.6
Bangladesh
2. Textile
The
fabric cost to
exporters sourcing fabrics locally.
3. Electronics(SemiConductor, Cell Phone
Assembly and other
Electronics)
Manufacturing
5. Frozen Foods
(Shrimp Farming; shrimp
and prawn exports)
Fish
of semi-conductors could be
established as a
potential cottage industry.
Bangladesh is going to be the largest cellphone market in
South Asia with more than 2 million cell phone
users
Investment is mostly confined to information
4. Information
Technology (Data
processing.
Processing , Software
Bangladesh has a cheaper and rapidly growing
Development & Hardware IT
Manufacturing)
workforce.
6.Leather
Leather and
Leather Goods)
7. Ceramics (Tableware,
Sanitary ware and
Insulator)
8. Light Engineering
(Machinery Parts and
Consumer Items)
9. Agro-Based Industry
(Canned Juice / Fruit and
Dairy and Poultry)
Bangladesh
10.Steel
(Billets,Plates,HR
Coils,Galvanized Sheets)
11. Pharmaceuticals
Bilateral
Investment
Treaties
(BITs) (Bilateral treaties on
investment
promotion
and
protection)
Austria
Belgium
Canada
China
France
Germany
Indonesia
Iran
Italy
Japan
Korea,DPR
Korea, Republic of
Pakistan
Poland
Romania
Switzerland
Netherlands
Phillipines
Turkey
Thailand
UK
USA
Uzbekistan
Vietnam
Singapore
Source: Board of Investment
Under the constitution of Bangladesh, the Prime Minister, as the executive power,
is the head of the government. A cabinet of ministers assists the Prime Minister.
The head of state is the President, who is chosen by parliament for a five-year
term. The tenure of the national parliament, known as the Jatiya Sangsad, is also
for a five-year period. It is a unicameral body vested with legislative powers and
has 300 elected members.
III.C. LEGAL SYSTEM
III.C.1. Common Law System
The legal system of Bangladesh is based on a common law system.However,
unlike other common law jurisdictions, Bangladeshs Supreme Court has the
power to not only interpret laws made by the Parliament but to also declare them
null and void and enforce fundamental rights of the citizens. Although founded on
the English common law system, the laws of Bangladesh take a statutory form
which are enacted by the legislature and interpreted by the higher courts.
III.C.2. Supreme Court
The Constitution of Bangladesh created the Supreme Court of Bangladesh with
two divisions, the High Court Division and the Appellate Division. As the apex
court, the High Court division has been vested with the power to hear appeals and
revisions from subordinate courts and also to issue orders and directives in the
nature of writs to enforce fundamental rights and to grant other relief available
under the writ jurisdiction. The Appellate Division shall have power to issue such
directions, orders, decrees or writs as may be necessary for doing complete justice
in any cause or matter pending before it, including orders for the purpose of
securing the attendance or any person or the discovery or production of any
document.
III.C.3. Special Courts
III.C.3.a) Labour Courts decide labour disputes.
III.C.3.b) Administrative Tribunals decide service disputes of public
servants.
III.C.3.c) Income Tax Appellate Tribunals decide income tax disputes,
custom and excise matters. VAT Appellate Tribunals decide disputes
regarding custom and excise duties and VAT.
III.C.3.d) Court of Settlement decides disputes relating to abandoned
properties.
16
III.C.3.e) Artha Rin Adalats decide money claims of banks and other
financial institutions.
III.C.3.f) Insolvency Courts declare defaulting borrowers as insolvent.
III.C.4. Alternative Dispute Resolution
III.C.4.a) Civil Procedure Code (Amendment) 2002
The Civil Procedure Code (Amendment) Act 2002 has been enacted to
introduce Alternative Dispute Resolution (ADR) system for early and
consensual disposal of civil suits.Section 89A and 89B have been inserted
to allow parties to settle their disputes in suits through mediation or
arbitration.
III.C.4.b) Arbitration
Arbitration is increasingly being employed as a means of getting around
the judiciary and the length of time it can take to resolve cases. Arbitration
in Bangladesh has proved to be a successful and efficient means of
resolving disputes arising out of commercial matters. Businesses,
especially those with foreign concerns, have now begun to insert
arbitration clauses into their standard contracts.
III.D. Environmental Considerations
Investors need to conform to certain environmental safety standards to get
clearance certificates from the Department of the Environment (DOE).
III.D.1. Environmental Clearance Required for:
(i) Appropriate water-treatment plants
(ii) Air-pollution-controlling devices
(iii) Noise-pollution
(iv) Safety measures
III.D.2. Project Proposals Must Contain:
(i) Appropriate environmental impact assessment
(ii) Pollution-control measures
III.D.3. Corrective Measures
Existing industries with possibly negative implications for the
environment or public health will be required to take corrective measures.
17
Investment Incentives
1. Tax Exemptions
2. Duty
3. Tax Law
4. Remittance
5.Exit
6. Ownership
Non-Fiscal
100%
foreign
equity
allowed
Unrestricted exit policy
Financial
Secured and protected
industrial area.
Land and factory buildings
for rent.
Electricity,
telecommunication,
gas
and water facilities
Export and import permits
issued in one day
19
borrowing capital
Complete
exemption
from dividend tax for 3
years subject to certain
conditions
Exemption of income
tax on salaries of
foreign technicians for
3 years subject to
certain conditions
Duty free import of 3
motor vehicles under
certain conditions
Duty free import of
materials
for
constructing
factory
buildings
Duty free export of the
goods produced in the
zones
20
(v)
21
V. FINANCIAL FACILITIES
V.A. Banking/Financial Facilities
Bangladesh offers adequate banking facilities to the investors, both domestic and foreign,
for establishment of industries and to facilitate their business transactions.
V.A.1. The Role of Bangladesh Bank
Bangladesh Bank, as the central bank, has legal authority to supervise and
regulate commercial banks and banking institutions. It performs the traditional
central banking role of note issuance and as banker to the government and banks.
22
State owned
3,404
Specialized
1,382
Private
30
2,816
Foreign
62
Total
47
7,664
* As of February, 2011
(ii)
(iii)
(iv)
24
(i)
(ii)
(iii)
(v)
(vi)
(ii)
25
26
(ii)
Investors need to have the designs of their buildings approved by the city
development authorities.
(ii)
The Company must have an industrial lay out plan to justify actual
requirements.
27
A company can wind up on its own initiative or the court may intervene to wind up the
company.
VIII.A. Investors Decision to Wind up
(i) The decision must be made at the annual general meeting or the extraordinary
general meeting.
(ii) The Company must inform the public through the Government gazette or a
newspaper within 10 days of taking such a decision.
(iii) The directors of the Company must agree to pay off the liabilities of the
enterprise within 3 years of the winding up and this agreement must be backed
by an auditors report.
(iv) The Company can appoint liquidators to pay off its liabilities. After
completing the task, the liquidator must prepare a report on the liquidation
process and explain how liabilities have been paid off. This report should be
submitted to the Registrar of Joint Stock Companies.
VIII.B. Courts Initiative to Wind up
The Court may, by its own initiative wind up a company in accordance with
Section 241 of the Companies Act 1994.
VIII.C. Repatriation of Capital
Foreign investors have the right to sell their concerns to local entrepreneurs. Once
a foreign investor has completed the formalities to exit the country, (s) he can
repatriate the sales proceeds or the balance after securing proper authorization
from the Bangladesh Bank. Fully documented applications are disposed of
promptly. No approval by the Bank is required for the repatriation of portfolio
investment.
(iv) If the meeting is not arranged within fifteen days or the parties fail
to reach a settlement within one month of the first meeting held for
settlement, report thereof may be referred to the Conciliator requesting
him in writing to settle the dispute through conciliation.
(v) If there is a settlement of the dispute through conciliation, the
Conciliator shall send a report thereof to the Government. If the
conciliation fails, the Conciliator shall try to persuade the parties to refer
the dispute to an Arbitrator for settlement. If the parties fails to agree to
an Arbitrator within three days, the Conciliator will issue a certificate of
failure.
(vi) Within fifteen days of issuance of the certificate of failure, the
party who has raised the dispute may opt for strike or lock-out. Such an
action may be prohibited by the Government if it relates to essential
services such as electricity, gas, emergency services, airports and ports.
IX.D. Wages and Fringe Benefits
Wages may be determined through collective bargaining processes. However, in
instances where collective bargaining procedure is unable to determine wages, it may be
referred to the Minimum Wages Board. The Minimum Wages Board strives to ensure a
balanced view of both the interests of the management and the workers.
IX. E. Weekly Working Hours
An adult worker shall be required to work in an establishment for no more than fortyeight hours in any week. If a worker works for more than the prescribed hours in any day
or in any week, he shall be entitled to overtime at the rate of twice of the average of
his/her basic wages, dearness allowance and ad-hoc or interim wages, if any. Workers
can work in an establishment up to 9 hours a day but not more than 10 hours a day.
IX.F. Leave and Holidays
IX.F.1. Weekly Holidays
Every worker working in any establishment, in case of shop, commercial or
industrial establishment will be entitled to one and half day weekly holiday and in
case of factories and other establishments, one day weekly holiday.
30
IX.I.2. Formation
In any industrial and commercial establishment, a trade union may be formed
with 30% membership of the total number of workers employed.
IX.I.3. Disputes
1
31
disputes
X. TAXATION
X.A Income Tax
Income level (Taka)
Rate Remarks
10%
15%
20%
e. On the balance
25%
Rate
27.5%
32
Condition/rebate
a. Any listed company declares
dividend at 20%, or higher, will
benefit from tax abatement at 10%.
b. Any listed company which
declares a dividend at 10% or lower,
or does not distribute a dividend by
the date declared by the SEC*, will
be required to pay tax at 37.5%.
37.5%
45%
45%
e. Dividend or profit
withholding
15%
f. Expatriates in Bangladesh
(Not NRBs**)
25%
Tk. 5,000
exist on a few items and a turnover tax may be imposed on small-scale activities
which cannot be taxed through the VAT.
X.G. Salaries of Foreign Technicians
Salaries of foreign technicians are tax exempt for a period of 3 years from the date
of their arrival in Bangladesh provided their salaries are for services stipulated
under a contract approved by the National Board of Revenue. A technician in this
context is a person with specialised knowledge and experience in the industrial
arts and sciences.
34
XII. IMMIGRATION
XII.A. Immigration Procedure
Business visitors to Bangladesh will require a visa. The visa has to be obtained
from the Bangladeshi diplomatic mission in the visa applicants country.
Bangladesh issues the following categories of business visas:
(i) Single-entry for three months
(ii) Multiple-entry for three months
(iii) Multiple-entry for six months
35
(iv)
The LP/VOA applicant must have $500 endorsed in his/her
passport or in cash.
(v)
(vi)
The LP/VOA Fee will be determined on Reciprocity Policy with
the respective countries.
XII.C. Work Permits
In order to employ a foreign national, it is imperative that the employer obtain a
work permit. The following are the conditions need to be fulfilled before applying
for a work permit:
(i) Nationality of Employee
All nationalities, except for Israeli citizens will be permitted to undertake
employment in Bangladesh.
(ii) Registered Industrial Establishments
Employment of expatriate personnel should only be considered in
industrial establishments which are sanctioned/registered by the
appropriate authority.
36
(2)
(3)
(5)
(6)
(7)
(8)
(9)
(10)
(12)
(13)
(14)
(15)
(16)
Embassy of Japan
Plot No. 5 & 7, Dutabsh Road,
Diplomatic Enclave, Baridhara,
Dhaka
Telephone : 8810087
Fax : 8826737
(17)
(18)
(20)
(21)
(22)
(23)
(24)
(25)
40
(26)
Telephone: 8822715-18
Fax: 8823326
Royal Norwegian Embassy
House 9, Road 111, Gulshan, Dhaka
Telephone: 881 6276, 881 05 63, 882 3880
E-mail: [email protected]
Fax: 882 3661
(27)
(28)
(29)
(30)
(31)
(32)
Embassy of Romania
House No. 33, Road No. 74
Gulshan, Dhaka
41
(34)
(35)
(36)
(37)
Embassy of Sweden
House #1, Road #52
Gulshan #2, Dhaka.
Telephone: 8824761-4
Fax: 8823948
(38)
Embassy of Switzerland
House #31/B, Road #18
Banani, Dhaka.
Telephone: 8812874-6
Fax: 8823872
(39)
(41)
(42)
(43)
(44)
(45)
duty free imports of supplies. Bangladesh Export Processing Zone Authority approves all
projects to be located in the EPZs.
45