Grow together withBANGLADESH

Inbuilt Determination to Prosper

Bangladesh battled
for Independence in1971

Emblem of Inclusive
Progress

Smart Disaster
Management

World’s
Dress
Maker
Self Sufficientin Food

100%
Electricity
Coverage

Extreme Poverty
Down to 10.5%“We are committed to providing all policy
support, including infrastructure, to create
an investment friendly environment”
Sheikh Hasina MP
Hon’ble Prime Minister

2nd Largest
Vegetable
Producer

100% Mobile
Phone
Penetration
2nd Highest IT
Freelancers

3rd Largest Fish
ProducerInvestment Zones
Prime Minister’s Office

BIDA
BEZA

PPP Authority

Economic Zones

PPP Projects

BEPZA

Hi-tech Park Authority

ExportProcessing
Zones

ICT/ High-tech Industrial
Parks
4Our Functions at BIDA
Facilitate Foreign Direct Investment as well as
Domestic Investment in Bangladesh••

Investment Promotions
Investment Facilitation

•
•
•
•
•
•

•
•
•
5

Pre-investment consultations
Registration of industrial projects
Permission for branch/liaison/rep office
Visa Recommendations and Work Permits
Import permits for capital machineries
and raw materials
Approval of foreign loans and suppliers credits

Investment Aftercare
Policy Advocacy Activities
Improvement of Investment Ecosystem

Investment Climate in Bangladesh$608 Bn Investment
in Infrastructure till
2040

GROWINGECONOMY

Industries Sector
growing 13% fasterthan GDP

AIR, WATER, ROAD
CONNECTIVITY

HIGH RETURNONINVESTMENTLOWUTILITY COSTSKILLED,LOW COST
WORKER

34 M medium & affluent (MAC)
population by 2025.
Consumption growing >6% p.a.

VIBRANTLOCAL MARKET

38% Urban Population
Growing @3.1% per year

Min wage $100
(regional average$381)

Economic Zones of Bangladesh
Araihazar
Economic Zone
Kishorganj

Shirajganj
Economic Zone

Economic Zone

Abdul Monem

CumillaEconomic Zone

10

Zones Now
Operating

HosendiEconomic Zone

Economic ZoneDHAKA
CHATTOGRAM

Bangabandhu Sheikh
Mujib Shilpa Nagar
Maheshkhali
Economic Zone
Sabrang
Tourism SEZ
Naf Tourism Park

Export Processing Zones of Bangladesh• Plots available in Uttara EPZ, Mongla EPZ, Chittagong EPZ• 3 upcoming EPZs in Rangpur, Jashore and Patuakhali

BEPZA is Currently Facilitating …
452 Operational Companies

95 are Under Implementation

1 USD
investment
has created 16
USD of
Revenue$ 6.29 billion Investment (total)
Total Export: $101.23 billion
Last Year Export= $ 8.65 billion
Contributing 17.14% of National Export
9Hi-Tech Parks of Bangladesh
HIGH TECH Parks• Ready land and space for setting up new industries• Infrastructure and other facilities• Mix of nature with technology

Target109 Parks
151
Startups

Reality
28 Parks

190
Companies

SOFTWARE TECHNOLOGY PARKS Rentable ready office spaces for
IT/ITES companies Co-working facilities for startups
 Software firms, e-commercecompanies, BPO’s are currently
operatingExisting Major Investors

Existing Major Investors

Global players joining our journey

Incentives for Investing in Bangladesh
NON-FISCAL INCENTIVES• 100% Foreign Ownership or Joint Venture Allowed• No Minimum or Maximum limit on Investment• Bonded Warehouse License• Full Repatriation of Capital/ Profit/ Dividend• Virtual Approval of Visa and Work Permits• Prompt Immigration• Permanent Residency/ CitizenshipIncentives for Investing in Bangladesh
FISCAL INCENTIVESTax Exemption/reduction on• Corporate Income Tax• Dividend Tax• Tax on export income• Tax on interest of foreign loans• Remittance of Royalty and other fees

Subsidies

Non Tax Incentives• Reduced or no Import Duty on Import of Capital
Machinery• Special duty rate for import of raw materials• Duty Drawback Facilities• Double Taxation Avoidance• Cash Incentives on export oriented industries• Financing from Export Development Funds (EDF)

Agribusiness•Bangladesh is suitable for production of a variety of crops,
fruits & vegetables, livestock and fisheries•

Agribusiness market valued at USD 6 billion, to reach USD
8 billion by 2023•

Agricultural export from Bangladesh has been growing at
a CAGR of 18% for last five years•

Agro-processed export value has grown with CAGR of
34.65% in last five years•

50% of income derived from export is exempted from tax•

15-100% tax exemption depending on crops•

5-20% export subsidies/ cash incentives

RMG & Textile: Weave the Way Forward
STRENGTHOPPORTUNITIESCIRCULAR FASHION• World’s 3nd largest RMG
exporter, exporting worth
US$ 31 billion to 167
countries• High-end products, design
development, innovationand end-to-end digitalmanufacturing andrecycling• 250 thousand tons of wastefrom RMG factories and fabricmills is 100% pure cotton
waste, which can be recycled
and re-introduced into thematerial flow.

• Highest number of green
factories, with 150 LEEDcertified factories andanother 500 in pipeline forcertification• Existing International
Buyers• Synthetic/manmadefabric like lace, suit fabric• Yarn for woven Denim
industries• Value in recycling market
could be 100 million USD.
• Could decrease cotton imports
by around 15%, saving half abillion USD of imports.

IT & ITeSBusiness Potentials

Powered By• 750000+ ICT professionals, 650000+ Registered freelancers• 4500 IT /ITES firms• 9th highest mobile phone subscribers in the world2500 million USD+ Ecommerce market size

• 9th highest internet users in the world

71% growth in BPO services 2012-2018• 4th cheapest mobile data among South Asian countries and18th cheapest mobile data in the world$5 billion from IT exports by 2025

• Highest level of 4G coverage by population (95%) in South Asia
• 39 Hi-Tech parks being established for IT/ITes Industries

Healthcare, Medical Equipment and Devices

Bangladesh’s healthcare market to grow to
USD 14 billion by 2023•

Currently 0.8 beds per 1,000 persons,
Scopes of huge extension•

More than 100 Medical Colleges withenrolment capacity of more than
10,000•••••

Medical devices market currently valued at USD 442
million
Expected to reach approximately USD 820 million in
2025, growing at a CAGR of 13%> 4,000 types of medical devices & equipment used
85% are imported
Import of medical equipment and devices increased
with the CAGR of 10.2% during the last five years.

Automobile manufacturing, assembly, spare parts
Domestic market size: $14 billion
Average growth of 21% in last 5 years

Commercial vehicle market size $7.2 billion

Share of hybrid vehicles rose from 15% to
30% between 2017 and 2019

SUV sales growing at 28% per annum

Low penetration ratio:
2.5 passenger cars for every 1,000 people

53,000 four-wheelers registered in 2021
32,942 passenger vehicles sold in 2017

Blue Economy
Shipbuilding• Upto 10,000 DWT sea going ships are exported. Average annual
growth rate of 5.39%• Current share 0.84% of global US$400 Bn market• Existing buyers from Germany, Netherlands, USA, New Zealand,
Turkey, Thailand, Taiwan.
• 10% export subsidy on export of ships• 7,500 trained workers
Deep-sea fishing- 664 kilometers of sea area. Bangladesh fishes within 60-70 kilometerswith trawlers and small boats.
- Currently no trawling or long-line fishing- Currently no aquaculture at sea or coastal waters- Tuna Fishing, bio-technology, fish oil, sea weed, neutraceuticals

Hospitality & tourism• World’s longest beach in Cox’s Bazar, largest mangrove forest the Sundarbans, forests and swamp
forests, hills and island, archaeological sites, religious landmarks etc.
• In 2019, domestic tourists spent around $8 billion travelling within the country.
• International hotel chains expanding business in Bangladesh: Hotel Sheraton, Holiday Inn, JW Marriott,
Swissotel, Hyatt Regency, Element Hotel, Saint Regis Hotel and Dusit Hotels.
• Exclusive tourism park, eco-tourism parks bear potentials

Leather & Leather Products
Growing domestic market of USD 2 Billion.
Footwear is the major product segment. Per capita consumption
is 3 pairs, up from 1.7 pairs 5 years back.
Country boosts 220 tanneries, 3500 SMEs, 105 Big Enterprises
12th highest cattle populatio in the world.
Bangladesh produces 310 million sq. feet of raw hides annually.
Scope of producing and exporting wet blue leather by
establishing appropriate industries.

Investment Policy Framework
1.

VisionDocuments• 8TH FIVE YEAR
PLAN
• PERSPECIVE PLAN

2.

SECTORALPOLICIES• INDUSTRIAL POLICY• AGRI POLICY• AUTOMOBILEPOLICY• DRUG POLICY

3. ACTS, LAWS & RULES• FDI ACT• COMPANY LAW• FOREGIN EXCHANGE
ACT• INCOME TAX LAW• OSS ACT & RULES

4. GUIDELINES &ORDERS• FEES REPATRIATION• FOREIGN LOAN
• IMPORT POLICY
ORDER

Acts/ Lawsin Place to SupportInvestment
Foreign Private Investment Act of 1980
• Assures protection against nationalization and expropriation• Allows repatriation of capital and dividend for foreign investors.
The Companies Act 1994
• Registers companies with 100% or Joint Venture ownership.
• Single person company is also allowed.
The Income Tax Ordinance 1984
• Similar status as a law• National Board of Revenue collects Tax, VAT and Customs Duties.
• Bonded warehouse licensing and Duty Drawback Facilities

Scopes and rates of tax exemptions determinedin the Bangladesh National ParliamentJapanese Companies in Bangladesh
115 Companies
registered in BIDA
with $ 850 Mill
Investment
ProposalJETRO Surveyfinds apotential Bangladesh
JETRO Survey on Business Conditions of JapaneseCompanies Operating Overseas (Asia and Oceania) 2022
22%

2%
2022

Profitability Forecast

Business Confidence
Forecast

2023

Loss Making Forecast

The Mode of entry in Bangladesh
The Companies Act, 1994 allows foreign investors to be incorporated.
Available models are as follows:
1. Private Limited Company
2. Public Limited Company
3. Branch Offices
4. Liaison Offices/Representative Offices
5. Project Office28

STEPS IN INCORPORATING A PRIVATE LIMITED COMPANY
1. Obtaining a ‘Name Clearance’ from the Registrar of Joint Stock
Companies & Firms (RJSC&F);
2. Drafting of following documents and submit to RJSC&F;• Memorandum and Articles of Association (MOA &AOA) of thecompany• Promoters‘ resolution to open a Company in Bangladesh;

29

STEPS IN INCORPORATING A PRIVATE LIMITED COMPANY…
Submission of the following forms duly filled to RJSC&F;• Form I: Declaration on registration of Company;• Form VI: Notice of situation of registered office• Form IX: Consent of director to act;
• Form X: List of persons consenting to be directors• Form XII: Particulars of the directors, manager and managing
agents.
30

STEPS IN INCORPORATING A PRIVATE LIMITED COMPANY…

3. Formalities with the Commercial Bank:• Open a temporary bank account in the name of the proposed Company withany scheduled bank;• Equity Capital send from abroad in the name of investor to the bank account;(100% foreign equity ownership is allowed)• Collect the bank certificate (encashment) from the bank to RJSC&F to prove
capital subscription.

31

STEPS IN INCORPORATING A PRIVATE LIMITED COMPANY…
4. Submit an application to RJSC&F with the previous documents:• collection of certificate of incorporation (which brings the company into
existence) upon approval from RJSC&F ;• RJSC acknowledged copy of Memorandum of Association (MoA) and Articles
of Association (AoA);• RJSC acknowledged copy of Form XII: Particulars of the Directors, Manager
and Managing Agents.

32

OPENING A LIAISON OFFICE• A Liaison/ Representative Office is an extension of aforeign company to :• maintain liaison/coordination between principal andlocal agents, distributors’/exporters' institutions
through correspondences, personal contract and otherelectronic media;• can also collect, compile, analyze and disseminate
business information related to its field of activities asmentioned in the permission letter issued by BIDA;• formed permission from Bangladesh Investment
Development Authority (BIDA)• The whole process is online in the portal :https://bidaquickserv.org/
33

OPENING A LIAISON OFFICE• all operational costs and salary of the expatriates and local employees will haveto be met on receipt of remittances from the head office abroad;•No outward remittances will be allowed except the amount brought in fromabroad (the unspent part).

• A liaison office is mainly a cost center.

34

OPENING A BRANCH OFFICE• A branch office have to confine the commercial business activities as defined in its letterof approval;• It may have local source of income from the approved field of business activities in
Bangladesh;• With the prior approval of the inter-ministerial committee and with proper justificationand sufficient supporting documents in compliance with the foreign exchange regulations
and the guidelines issued by the central bank (i.e. Bangladesh Bank), a branch office canremit outward fund (including profit) from Bangladesh;• A Branch office of a foreign company may be formed having permission from BIDA;

35

DIFFERENCE LIAISON/BRANCH OFFICE WITH COMPANY…
• a Liaison/branch office is not a separate legal entity. It acts as a part of theoriginal company;• within 02 (two) months of obtaining permission from BIDA, USD 50,000
need to be brought as estimated initial establishment cost and 6 (six)months operational expenses as inward remittance in Bangladesh;

36

PROJECT OFFICEPROJECT OFFICE' shall include the offices of selected foreign companies
implementing public and private funded development projects. These
includes the foreign contractor appointed by the appropriate agency andits sub-contractor for a specific period.

To open Branch/Liaison/Project Office
Apply in the BIDA OSS with the following documents:

1. Copy of board resolution of foreign parent company/entity regarding
establishment of office in Bangladesh;
2. copy of the part of the project document containing the information
regarding the establishment of the project office and the appointment offoreign workers in the said office and payment of their salaries and allowances;
3. Copy of the Engineering, Procurement and Construction (EPC) Agreement
executed between the concerned parties in case of contracting entity;
4. Copy of sub-contractor agreement attested from the office of the Project
Director in case of sub-contractors;
5. Up-to-date audited statement of accounts of the parent company/entity;

To open Branch/Liaison/Project Office…
Apply in the BIDA OSS with the following documents:
6. Organizational structure of the proposed office with reference to the posts of local staff and foreign
staff;
7. Description of activities carried out by the parent company/organization;
8. Details of activities to be carried out in Bangladesh through the proposed office;9. Names and nationality of directors/entrepreneurs of the parent company/entity;
10. Copy of Memorandum of Association and Articles of Association of parent company;
11. Copy of Incorporation Certificate;
12. Power of attorney issued by the managing director of the parent company/organization for filing theapplication;
13. In case of branch office, a copy of the time-bound action plan certified by the board of the foreign
parent company/entity regarding the transformation of the said office into an investment institution in
the future industry;
14. In case of Joint/Consortium/Association (JVCA) seeking permission as Project Office, the following
documents are to be submitted:(a) Copy of Joint/Consortium/Association (JVCA) Agreement;(b) copy of
the work order issued by the procuring entity;(c) Copy of approval received as Branch/Branch Office of
the institutions included in the Joint/Consortium/Association (JVCA) (if any);(c) Copy of Memorandum of
Association and Articles of Association of the entities included in the joint/consortium/association (JVCA).

COMPLIANCES OF LIAISON/BRANCH OFFICE…
submit quarterly statements of expenses to Bangladesh Bank.
to continue its office after the approval period, apply at least 2 (two)months before the expiry.
Need to prepare annual financial statements and submit annual income tax
return.

40

BEGIN OPERATION OF BRANCH OFFICES/LIAISON OFFICES…
After permission from BIDA, following license, registration and certificate is needed:1. Open bank account; the bank will inform Central Bank
2. Trade License for branch office
3. Obtain e-TIN certificate
4. Membership from a Chamber/Association
5. VAT Registration Certificate
6. Import Registration Certificate,
7. Export Registration Certificate,41

Law and policies related with investment
Laws

1. The Companies Act, 1994
2. The Bangladesh Labour Act, 2006
3. The Income Tax Ordinance, 1984
4. The VAT & SD Act, 2012
5. The Customs Act, 1969
6. The Foreign Exchange Regulation
Act, 1947
7. The Foreign Private Investment(Promotion and Protection) Act,1980

Regulations/Policies

1. The Bangladesh Labour Rules, 2015
2. The Income Tax Rules, 1984
3. The VAT & SD Rules, 2015
4. Statutory Regulatory Orders (SROs): Income tax and VAT
5. General Orders (VAT)
6. The BIDA Guidelines
7. National Industrial Policy, 2016
8. Import Policy Order 2015-2018
9. Export Policy Order 2018-2021
42

Protection of foreign investment in Bangladesh
1. Protection of foreign investment from expropriation is fully ensured in
Foreign Private Investment (Promotion and Protection) Act, 1980;
2. Full repatriation of capital invested from abroad is allowed;
3. Repatriation of post-tax profit and dividend is allowed;
4. Remittance of post-tax royalty, technical know-how fee, technicalassistance fee is allowed subject to permission from BIDA; and5. Foreign employees are allowed to remit up to 75% of their net
income.
43

Road map to investment in Bangladesh (Company)

THE MODEL FOR BUSINESS INCORPORATION
Arrival in
Bangladesh

•
•
•
•
•
•
•
•
•
•

Help Desk of
BIDA at Airport

Application for BIDA Registration:
BIDA Prescribed Form
Project Profile
Memorandum and Article of
Association
Certificate of Incorporation
Land Information7 Documents
Machinery Details
Tax Identification Number
VAT Registration
Trade License
Pay Order

Opening a Bank Account(As per Guideline for
Foreign Exchange Transactions-1996 (Vol-1),.

Plant Setup

VAT Registration
Certificate
Www.nbr-bd.org

Fire License-.

E-TIN Certificate
from Income Tax
OfficeImport of
Machinery (Open LC
or as Equity
Investment)

DOE Clearance

Company formation and RJSCF registration
Www.roc.gov.bd
Private Limited Company
Public Limited Company

Trade License Form
Local Govt. Bodies

Industrial ADHOEIRC Form CCI&E with
Recommendation BIDA
Www.ccie.gov.bd

Clearing ofCapitalMachinery44

Taxation: Issues• Tax residency: Individual• Resident taxpayers are taxed on worldwide income in a year.
• Non-resident taxpayers are taxed only on Bangladesh source income in a year.

•Tax residency: Company• Resident in Bangladesh if it is registered in Bangladesh or Management & controlof the company is situated wholly in Bangladesh.
• A branch of a foreign company or liaison office is treated as a non-resident
company.
• Income to be taxed:• Income from salary, interest on securities, house property, agricultural income, businessor profession, capital gain & other sources.
• Tax is imposed on sum of total income from all sources in a year.

CORPORATE TAX RATE:
Particulars:

Publicly traded companies*
Non-listed companies including branch companies
One Person Company (OPC)
Information and communication technology (ICT) (Start-up Business)
Banks, insurance and other financial institutions (except merchant banks) if not
publicly listed
Banks, insurance and other financial institutions (except merchant banks) if
publicly listed
Merchant Banks
Tobacco product manufacturing companies irrespective of listing status
Surcharge in the Tobacco product in addition to above tax
Mobile phone operator companies if not publicly listed**
Mobile phone operator companies that convert themselves into a publicly traded
company***
Income from export (tax exempted)
Inter-corporate dividend

Tax Rate
22.5%
27.5%
22.5%
0.00%
40%

37.5%
37.5%
45%
+ 2.5%
40%
45%
50%
20%

Incentive for newly established companies:
Active pharmaceuticals ingredient and radio
pharmaceuticals
Agriculture machineries
Aircraft heavy maintenance services including parts
manufacturing.
Artificial fiber/manmade fiber manufacturing
Automatic bricks
Automobile
Automobile parts & components manufacturing
Automation and robotic design manufacturing including
parts & components
Barrier contraceptive and rubber latex
Basic components of electronics (e.g. resistor, capacitor,transistor, integrated circuit, multilayer PCB etc.)
Bi-cycle including parts
Bio-fertilizer
Biotechnology based agro products
Boiler including parts and equipment
Compressor including partsxvi. Computer hardware

Eligible sectors:

Reduced corporate income tax from 5 to 10 years rate from 90% to 10%)
Electrical Transformer
Furniture
Home appliances (blender, rice cooker, microwave oven,electric oven, washing machine, induction cooker, water
filter etc.)
Insecticides or pesticides
Leather and leather goods
LED TV
Locally produced fruits and vegetables processing.
Mobile phone
Nanotechnology based product manufacturing.
Petro-chemicals
Pharmaceuticals
Plastic recycling
Textile machinery
Tissue grafting
Toy manufacturing
47
Tyre manufacturing

CORPORATE TAX ISSUES:• Period of income for taxation:• Banks, insurance companies or financial institutions: January – December• Other companies: July - June
• Tax authority may allow different accounting period for a subsidiary,
holding company, branch or liaison office of a foreign parent
Tax rate for non-resident non-Bangladeshi individuals• Non-residents shall pay tax on the total income at 30%.
Admissible deduction of expenditure against revenue• All expenses relating to the business operations of a company and incurred during
the relevant income year
• Tax depreciation on fixed assets of the company (except on cost of land) is allowed• The cost of free samples and entertainment expenses• Provision for bad debts is not allowed.

Thank You