legal aspects of doing business in bangladesh
TRANSCRIPT
DOING BUSINESS IN BANGLADESH
Prepared By:
A.B.M. Badrud Doulah
DOULAH & DOULAH Dhaka, Bangladesh http://www.doulah.com
1. The Overview
Bangladesh had been a part of the greater India under the British colonial rule for about
two hundred years. Formed in 1971 following the then East Pakistan's secession from
West Pakistan, Bangladesh is surrounded almost entirely by India, save for its south-
eastern border with Myanmar. The country is situated on the confluence of the Ganges,
Meghna and Jamuna rivers, which flow out into the Bay of Bengal from the mouths of
the Ganges, a series of deltas along Bangladesh's coastline.
Bangladesh is a moderate, democratic and homogeneous country. It is a constitutional
republic with a multi party parliamentary democracy. Elections are held on the basis of
universal suffrage. The President is the head of state elected by the members of the
parliament for a five-year term. Executive power is exercised by the cabinet headed by
the Prime Minister, who is the leader of the house in the parliament. The President
appoints the Prime Minister and, on his / her recommendation, other ministers. He also
appoints members of the judiciary. Bangladesh has a four-tier local government system.
Following table presents the administrative units at different levels.
Comprising of a very young population, Bangladesh is the ninth most densely populated
country in the world with a modest growth rate of 1.48% annually. Over 70% of the
population are estimated to be aged below 25 years and about 77% living in rural areas.
Growth in the urban population (by birth and migration) over last decade (1991-2001)
significantly increased by 38%. However, in rural areas the same is experienced at
10.42%.
Bangladesh is in the process of a transition from a predominantly agrarian economy to an
industrial and service economy. The private sector is playing an increasingly active role
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in the economic life of the country, while the public sector concentrates more on the
physical and social infrastructure.
The country's main exports are readymade garments, jute, tea, seafood and leather
products. Recently, though, it has received interest from international energy companies
attracted by the existence of significant onshore and offshore gas reserves.
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2. The Legal System
English common law forms the basis of Bangladesh's legal system, which, since 1971 has
been updated in areas of company, banking and bankruptcy laws. As the country's
capital, Dhaka is also its legal centre, and the vast majority of law firms are based here,
except for a few small practices and branch offices in Chittagong.
Bangladesh's highest legal forum is the Supreme Court, which is divided into high court
and appellate divisions. The president appoints judges and the chief justice. Most of the
commercials cases are initiated in the District Court Level.
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3. The Enterprises
According to types of Establishments the options for establishing a legal entity in
Bangladesh may be classified into two classes as follows:
• The First option is to establish a new company, i.e. enterprise in Bangladesh
• The Second option is to setup a representing legal entity in Bangladesh registered
with Bangladesh Authority, for an enterprise that already stands established
outside Bangladesh.
According to The Companies Act, 1994 (‘the Act’), which consolidates Bangladeshi Law
relating to enterprises, as amended from time to time, there are basically two types of
enterprise that can be registered under the Companies Act of Bangladesh. The limited
liability company (SRL) is commonly known as private limited company. The other type,
the stock corporation (SA) is commonly referred to as public limited company. The
classification of establishments as provided by the Act is as follows. The Act applies to
all classes of enterprises i.e. companies, both public and private, including associations
not trading for profit but registered under the Act, whether limited by shares or by
guarantee or with or without share capital or unlimited.
A. Limited Companies:
a. Company Limited by Shares
i. Public Limited Company and
ii. Private Limited Company
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b. Company Limited by Guarantees.
B. Unlimited Companies
Unlimited companies and companies limited by guarantees may or may not have
share capital.
3.1 Forming an Enterprise
To form any type of enterprise the incorporation or registration is done by the Registrar
of Joint Stock Companies and Firms, Dhaka. In all cases. The promoters must register the
Memorandum of Association with the Registrar of Joint Stock Companies and Firms in
Bangladesh. The Memorandum of Association constitutes the basis for the existence of
the company as a corporate body and determines the ambit of its power, inter alia. It is to
be accompanied with the Articles of Association. In brief, the procedures may be outlined
as follows:
• Selection of a Company Name and verifying its availability
• Preparation & Filing of Memorandum of Association (MOA) & Articles of
Association (AOA)
• Application for Registration. For Private Companies a declaration on
Registration, notice of situation of registered office, consent of directors to act,
list of persons consenting to be directors and particulars of directors, managers
and managing agents are also to be filed. For Public limited companies further
required is the agreement to take qualification share.
3.2 Memorandum of Association :
Memorandum of Association of the company state the name of the company, whether it
is public limited or private limited and the location of the registered office at the
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company. The memorandum should clearly spell out the main objectives, the authorized
capital-division of this capital into shares of fixed amount and liability of its members. In
brief it may be defined structurally to contain details as follows:
• The company’s name, with the words ‘Limited’ or ‘Private Limited’ (in the case
of a private company), at the end;
• The address where the registered office will be situated;
• The objects for which the company is formed;
• The nature of liability of members;
• The amount of authorized share capital divided into shares of a fixed amount; and
• The names of subscribers and the number of shares taken by each of them. The
memorandum of the company is the charter or the constitution and no company
can carry on any objectives not authorized by its Memorandum of Association.
3.3 Articles of Association:
The Articles of Association are the regulations governing the internal management of the
affairs of the company and the conduct of its business.
3.4 Limited Liability Company
The minimum number of members in such limited liability company is two and the
maximum is limited to 50 excluding the persons employed in the company. This number
of members is excluding employees. A private company limited by shares must register
its Articles of Association with the Registrar of Companies. Generally, the clauses of the
articles regulate the internal management of the company. It provides for the appointment
of directors, their duties and powers, for setting the rights of the holders of shares, stating
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how these are to be allotted among the members, transfer of shares, increase and
reduction of capital, and borrowing powers. It also provides, inter alia, for meetings of
me mbers, for votes and the passing of resolutions of different kinds. This type of
enterprise prohibits any invitation to the public to subscribe for the shares or debentures
of the company and entitles to commence business from the date of its incorporation.
3.5 Stock Corporations
Public limited companies have wider membership and the number of shareholders is
unlimited. A public limited company must have a minimum of seven members and three
directors. A public company limited by shares has, however, the option of registering or
not registering its articles. In the event of not having its own Articles of Association
registered, the model regulations given in Schedule I, appended to the Act, will
automatically apply. Companies must issue a prospectus for the purposes of inviting the
public to subscribe for their shares; otherwise, the form of application for shares or
debentures of a company cannot be issued. In case of non issuance of a prospectus, the
public company cannot commence business or exercise borrowing powers unless a
statement in lieu of a prospectus is filed with the Registrar and the directors have paid
application and allotment money on shares taken or contracted to be taken by them. No
allotment of share capital offered to the public can be made unless the minimum amount
necessary to provide for certain specified matters has been subscribed and the sum
payable in application for such shares has been received by the company.
3.6 Shareholders’ Meeting
Every company limited by shares is required to hold a statutory general meeting within a
period of not less than one month and not more than six months from the day on which it
is entitled to commence business. Every company is required to hold in each year, in
addition to any other meeting or meetings, a general meeting as its annual general
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meeting and not more than fifteen months shall elapse between the day of one annual
general meeting of a company and that of the next. Before 60 days, from the date of the
annual general meeting, a return containing prescribed particulars regarding:
• The states of the company’s affair;
• Proposed amount for reserve in balance sheet;
• Recommended dividend;
• Material changes on commitment;
• Nature of business;
• Reservation qualification and adverse remarks contained in the auditors report;
and
• Its directors, managing directors, managers, and secretaries, past and present.
An annual return has also to be filed by companies not having a share capital. There are
various other returns required to be filed by the companies with the Registrar of
Companies.
The annual balance sheet and profit and loss account must be attached to every balance
sheet laid before a company in an annual general meeting along with a report by its board
of directors. The balance sheet along with the profit and loss account, auditor’s report,
and any other document required to be annexed to the balance sheet must be sent to the
members and debenture-holders other than holders of bearer debentures. The copies of
the balance sheet, profit and loss account, auditor’s report and any other document
required to be annexed to the balance sheet must be filed with the Registrar of
Companies. Every
company is required to have auditors appointed by the company in the general meeting.
3.7 Board of Directors
The management of the companies may be carried on by either the board of directors
directly or through a managing director, or a general manager/chief executive officer.
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‘Managing Director’ means the director who by virtue of an agreement with the company
or under a resolution passed by the company in a general meeting or by its board of
directors or by virtue of its memorandum or Articles of Association is entrusted with
substantial powers of management that would not be otherwise exercisable by him, and
includes a director occupying the position of a managing director, by whatever name
called. The managing director can exercise his powers only subject to superintendence,
control, and direction by the board of directors. The power to perform administrative acts
of a routine nature is not included within the substantial powers of management. The
board of directors can, if the articles so authorize, appoint additional directors who hold
office only up to the next annual general meeting of the company.
The powers of a company are exercised by its board of directors. The Act provides that
the board will be entitled to exercise all such powers and to do all such acts and things as
the company is authorized to do, except those which are specifically required by the Act
or the Memorandum or the Articles of Association, to be done by the company in general
meeting. The powers exercisable by the board relate to those exercisable in pursuant to
resolutions taken at Board meetings. The important powers of the board can be exercised
only at Board meetings regularly convened with due notice of the subject. These include:
• Making of calls in respect of unpaid money on shares;
• Borrowing debentures or otherwise; and
• Investing of funds or making of loans.
A meeting of its board of directors shall be held at least once in every three and at least
four such meetings shall be held in every year. There are certain powers of the company
that can be exercised by the directors only at board meetings. Also, there are certain
powers exercisable by the board of directors only with the consent of the company in a
general meeting. The other powers of the company can be exercised by the board of
directors, either at board meetings or by resolution passed by circulation. Such powers
will, however, be subject to the restrictions, if any, laid down by the memorandum and
Articles of Association.
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Also, if the board of directors feels the requirement, they may form a supervisory board
as per the rules and regulations fixed in the general meeting , the functional capability
and power of the board being stored documentarily as outlined by the Memorandum of
Association and/or Articles of Association or the resolution of the annual meeting or by
the board of the directors.
Companies already registered outside Bangladesh may also simply establish a place of
business and / or a branch / liaison office in Bangladesh. In both cases such legal entities
are to be registered with the Registrar of the Joint Stock Companies and Firms. The
stepwise procedures involve:
• Prescribed Application Form
• MOA and AOA of the principal company
• Certificate of incorporation of the principal company
• Name and nationality of the directors / promoters
• Board of Investment’s registration for foreign investment company
• Audited account for the last financial year
• Consent / permission from the Bangladesh Bank, the Central Bank of Bangladesh.
3.8 Mergers & Acquisition
Sections 12-14 of the Companies Act, 1994 contain the main section that deals with the
reconstruction and amalgamation (acquisition & merger) of the companies. However, this
section requires companies to make application to the court under Section 12, which
empowers the court to sanction the compromise or arrangement as proposed by the
companies.
Amalgamation is a state of things under which either two companies are so joined to
form a third entity (merger) or one is absorbed into or blended with another (acquisition).
Acquisition is effected by exchange of shares voluntarily or through court procedures by
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members of one company for shares in another company. Such acquisition may be
carried out by agreement or by a take over bid by one of the companies for the shares of
the other or where a company is prepared to be voluntarily wound up. In the case of a
take over bid, if shares are held by a small number of parties, a take over may be effected
by acquiring all the shares by agreement with its holders. Shares held by the public are
acquired by purchase on the stock exchange or by means of a bid that offers to acquire
shares of a company where shares are not closely held with a view of obtaining sufficient
shares to obtain legal control of the company. Acquisition may be achieved easily where
a scheme or contract involving the transfer of shares in a company to another company
has been approved by the holders and the transferee company gives notice in the
prescribed manner to any dissenting shareholders.
The acquisition procedure is quite straightforward in Bangladesh. At first, the directors,
the creditors, or the liquidator in case of enterprises being wound up or the majority share
holder of the enterprise do the preliminary work and draw out in outline the proposed
arrangement. Also, if possible, they enter into some kind arrangement as a basis of
further steps. A detailed petition is then to be filed before the court accompanied with all
evidences. In exercising its discretion as per the Act, the court:
• Shall have regard to the rights and interests of the members of the company as
well as to the rights and interests of the creditors;
• May if it thinks fit may adjourn the proceedings in order that an arrangement may
be made to the satisfaction of the court for the purchase of the interest of
dissenting members; and
• May give such directions and make such orders as it may think expedient for
facilitating or carrying into effect any such arrangements.
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The court may make an order confirming the proposed alteration either wholly or in part
and on such terms and conditions as it thinks fit and may make such order as to costs as it
thinks proper.
If the court allows for the proposed acquisition, a confirmation of alteration is to be
certified by the Registrar of the Joint Stock Companies and Firms of Bangladesh. The
proposed Memorandum of Association may be drafted afresh or the previous one being
altered and the certified copy of the order are to be filed confirming the alteration within
ninety days from the date of the order or within such time as may be extended by the
court in the Office of the Registrar of Joint Stock Companies and Firms in Bangladesh.
The Memorandum of Association is then registered by the Registrar who shall certify the
registration and provide a certificate. The certificate shall be the conclusive evidence that
all the requirement of the Act, with respect to the alteration and confirmation have been
complied with. The new or altered Memorandum of Association then represents the
memorandum of the acquired enterprise.
3.9 Winding Up
The winding up of a company may be in any of the following forms:
• By the court
• Voluntary
• Subject to supervision of court
Among other circumstances, if the enterprise is unable to pay its debts, it may be wound
up by the court. A company may be deemed unable to pay its debts if the company is
unable to pay the debt to the creditor within three weeks of notice of demand or it is
proved to the satisfaction of the court that the company is unable to pay its debts. A
creditor or a group of creditors may apply to the court for the acquisition of the realty
against their claims. An order for winding up of the company shall operate in favor of all
the creditors and of all the contributors of the company. For the purpose of winding up,
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the court may fix an official receiver known as liquidator. On the making of a winding up
order, the petitioner will file the order in the Office of the Registrar of the Joint Stock
Companies and Firms.
After fixation of the liquidator the company being wound up is to file the statement of all
of its assets, debts and liabilities, creditor details and debts due to the company, which
will be verified then. On receiving the statements the liquidator will submit to the court
within 160 days of the order a report comprising amount of cash, debt due, movable and
immovable properties and unpaid calls. The official liquidator will then take into his
custody all the properties. Also, there will be some formalities performed by the
inspection committee. The liquidator has the power to sell or transfer the movable or
immovable properties of the company by public auction or contract. Transfer of property
after commencement of proceeding without the knowledge of the liquidator is void. The
court also has the power to order for the acquisition of any movable or immovable
property by the creditors and/or contributory against their claims as it deems fit.
An enterprise may be wound up voluntarily if the enterprise resolves by extra ordinary
resolution to the effect that it cannot by any reason of its liabilities continue its business.
The winding up after a meeting at the instance of the enterprise with the creditors at
which the resolution of voluntarily winding up is proposed is known as creditor’s
voluntary winding up. In such case, the creditors and the company may nominate a
liquidator who will distribute the realty accordingly.
3.10 Insolvency & Reorganization
In case of an enterprise or its creditors apply for its insolvency before the Bankruptcy
Court; the court on receiving such plaint appoints an interim receiver who will
immediately take the possession of all the movable, immovable and secured properties of
the enterprise. If the court is satisfied, then it may approve the insolvency petition and
appoint an official receiver or itself acts as an official receiver to look after the interests
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of the creditors and contributors. If any secured creditor does not realize his security
before the commencement of proceedings, his security will be taken over by the receiver.
After the order of adjudication, the receiver will determine the secured creditor’s claims
and satisfy the same at first. If the value of the security is enough to meet the creditor’s
claim, then the receiver will satisfy the creditor’s claim by selling the security and the
remaining part of the sale value will add to the estate. If the sale value of the security is
not enough to meet the claim of the creditor, the receiver may on selling the security, pay
the proceeds over to the creditor or deliver such property to the creditor. In all cases the
receiver’s fee and the expense of the sale (where applies) will be deducted.
At any time before or after adjudication any debtor company may apply to the court to
reorganize his debts stating the grounds. On hearing the company is to propose its plane
for such reorganization of debts. If the court is satisfied it may approve such
reorganization but at least two thirds in value of all the creditors must give consent to the
plan or reorganization.
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4. Foreign Investment
All foreign investments in Bangladesh must be at first permitted by the Board of
Investment. The Board of Investment (BOI) was established by the Investment Board
Act of 1989 to promote and facilitate investment in the private sector both from
domestic and overseas sources with a view to contribute to the socio-economic
development of Bangladesh. It is headed by the Prime Minister and is a part of the Prime
Minister's Office. Major Functions of BOI include:
• Providing necessary facilities and assistance in the establishment of industries.
• Implementing investment related GOB policies.
• Preparing investment schedule.
• Registering private sector industrial projects; and
• identifying competitive investment sectors and facilitating investment by
providing information and services.
The BOI also includes a Utility Service Cell that offers pre-investment counseling,
facilitation of utility connections, and assistance with import clearance and warehousing
licenses.
The foreign investment options in Bangladesh are as follows:
A. Joint venture/100% foreign investment proposals in the private sector
No prior approval or no objection certificate is required for setting up of a joint
venture / 100% foreign direct investment. To avail of facilities and the
institutional support services provided by the govt. entrepreneur/investors are
advised to apply for registration to BOI in a simple prescribed form.
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B. Self financed local investment proposals including industries sanctioned/
financed by financial institutions or commercial banks.
The entrepreneurs of such projects are to fill up a simple prescribed application
form and submit to BOI for registration. After a first hand scrutiny of the
information, BOI issues registration letter.
C. Permission for setting up joint venture industrial units with the public sector
corporations
Any individual entrepreneur either local or foreign can set up an industry with
public sector corporation. Such joint venture is required to be registered with the
BOI if the private sectors contribution is more than 50% of the project cost and in
such case it is treated as private sector project. For any public sector which makes
contribution out of their own fund needs approval of the concerned ministry. If
the contribution of the corporation is 50% or above, it is treated as a public sector
project. The public sector project is processed by the concerned ministry for
approval of the Planning Commission.
4.1 Investment Incentives
The democratic government is highly keen to stimulate the economy and transform a
poverty-stricken economy to NIE within short time. Government has liberalized the
industrial and investment policies in recent years by reducing bureaucratic control over
private investment and opening up many areas. Major incentives are as follows:
• Tax Exemptions : Generally 5 to 7 years. However, for power generation
exemption is allowed for 15 years.
• Duty : No import duty for export oriented industry. For other industry it is @ 5%
ad valorem.
• Tax Law : i. Double taxation can be avoided in case of foreign investors on the
basis of bilateral agreements. ii. Exemption of income tax upto 3 years for the
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expatriate employees in industries specified in the relevant schedule of Income
Tax ordinance.
• Remittance : Facilities for full repatriation of invested capital, profit and divided.
• Exit : An investor can wind up on investment either through a decision of the
AGM or EGM. Once a foreign investor completes the formalities to exit the
country, he or she can repatriate the sales proceeds after securing proper
authorization from the Central Bank.
• Ownership : Foreign investor can set up ventures either wholly owned on in joint
collaboration with local partner.
4.2 Incentive Details:
A. Tax Holiday
Tax holiday facilities will be available for 5 or 7 years depending on location of the
industrial enterprise.
Dhaka and Chittagong Divisions (excluding 3 hill tract districts of
Chittagong Division) 5 years
Khulna, Sylhet, Barisal and Rajshahi Divisions And 3 Chittagong
hill tract districts 7 years
Tax holiday facilities will be provided in accordance with the existing laws. The period
of tax holiday will be calculated from the month of commencement of commercial
production. Tax holiday certificate will be issued by NBR for the total period within 90
days of submission of application. This facility can be availed of by industries set up
within June 30, 2000 ADb.
B. Accelerated Depreciation
Industrial undertakings not enjoying tax holiday will enjoy accelerated depreciation
allowance. Such allowance is available at the rate of 100 per cent of the cost of the
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machinery or plant if the industrial undertaking is set up in the areas falling within the
cities of Dhaka, Narayangonj, Chittagong and Khulna and areas within a radius of 10
miles from the municipal limits of those cities. If the industrial undertaking is setup
elsewhere in the country, accelerated depreciation is allowed at the rate of 80 per cent in
the first year and 20 per cent in the second year.
C. Concessionary Duty on Imported Capital Machinery
Import duty, at the rate of 5% ad valorem, is payable on capital machinery and spares
imported for initial installation or BMR/BMRE of the existing industries. The value of
spare parts should not, however, exceed 10% of the total C & F value of the machinery.
For 100% export oriented industries, no import duty is charged in case of capital
machinery and spares. However, import duty @ 5% is secured in the form of bank
guarantee or an indemnity bond will be returned after installation of the machinery. Value
Added Tax (VAT) is not payable for imported capital machinery and spares.
D. Rationalization of Import Duty
Duties and taxes on import of goods which are produced locally will be higher than those
applicable to import of raw materials for producing such goods.
E. Incentives to Non-Resident Bangladeshis (NRBs)
Investment of NRBs will be treated at par with FDI. Special incentives are provided to
encourage. NRBs for investment in the country. NRBs will enjoy facilities similar to
those of foreign investors. Moreover, they can buy newly issued shares/ debentures of
Bangladeshi companies. A quota of 10% has been fixed for NRBs in primary public
shares. Furthermore, they can maintain foreign currency deposits in the Non-resident
Foreign Currency Deposit (NFCD) account.
F. Other Incentives
• Tax exemption on royalties, technical know-how fees received by any foreign
collaborator, firm, company and expert.
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• Tax exemption on the interest on foreign loans under certain conditions.
• Avoidance of double taxation in case of foreign investors on the basis of bilateral
agreements.
• Exemption of income tax up to 3 years for the foreign technicians employed in
industries specified in the relevant schedule of income tax ordinance.
• Tax exemption on income of the private sector power generation company for 15
years from the date of commercial production.
• Facilities for full repatriation of invested capital, profit & dividend.
• 6 months multiple entry visa for the prospective new investors.
• Re-investment of repatriable dividend treated as new investment.
• Citizenship by investing a minimum of US$ 5,00,000 or by transferring US$
10,00,000 to any recognized financial institution (non-repatriable).
• Permanent residentship by investing a minimum of US$ 75,000 (non-repatriable).
• Tax exemption on capital gains from the transfer of shares of public limited
companies listed with a stock exchange.
• Special facilities and venture capital support will be provided to export-oriented
industries under "Thrust sectors"
There will be no discrimination in case of duties and taxes for the same type of industries
set up by foreign and local investors and in the public and private sectors.
G. Incentives to Export-Oriented and Export-Linkage Industries
Export-oriented industrialization is one of the major objectives of the Industrial Policy
1999. Export-oriented industries will be given priority and public policy support will be
ensured in this respect. An industry exporting at least 80% of its manufactured goods or
an industry contributing at least 80% of its products as an input to finished exportables,
and similarly, a business entity exporting at least 80% of services including information
technology related products will be considered as an export-oriented industry. To make
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investment in 100 percent export-oriented industries attractive, the following incentives
and facilities will be provided :
a. Duty free import of capital machinery and spare parts up to 10 percent of the
value of such capital machinery will continue.
b. Existing facilities for Bonded Warehouse and back-to-back Letter of Credit will
continue.
c. The system for duty drawback will be further simplified and to this end, duty
drawback will be fixed at a flat rate on exportable and potentially exportable
goods. Exporter will receive duty drawback at a flat rate directly from the relevant
commercial banks.
d. The arrangement for providing loans up to 90 percent of the value against
irrevocable and confirmed Letter of Credit/Sales Agreement will continue.
e. To ensure backward linkage, incentives will be extended to the "deemed
exporters" supplying indigenous raw materials to export-oriented industries.
Export-oriented industries including export-oriented RMG industries, using
indigenous raw materials will be given facilities and benefits at prescribed rates.
f. The export-oriented industr4ies, further to the provisions of Bangladesh Bank
foreign exchange regulations, will be entitled to receive additional foreign
exchange, on case to case basis, for publicity campaign, opening overseas offices
and participating in international trade fairs.
g. The entire export earning from handicrafts and cottage industries will be
exempted from income tax. For all other industries, income tax rebate on export
earning will be given at 50 percent.
h. The facility for importing raw materials, which are included in the
banned/restricted list, but required in the manufacture of exportable commodities,
will continue.
i. The import of specified quantities of duty-free samples for manufacturing
exportable products will be allowed consistent with the prevailing relevant
government policy.
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j. The local products supplied to local industries or projects against foreign
exchange L/C will be treated as indirect exports and be entitled to all export
facilities.
k. The Export Credit Guarantee Scheme will be further expanded and strengthened.
l. 10 percent products of the enterprises, located in both public and private EPZs
will be allowed to be exported to domestic tariff area against foreign currency L/C
on payment of applicable duties and taxes.
m. 100% percent export-oriented industry outside EPZ will be allowed to sell 20%
percent of their products in the domestic market on payment of applicable duties
and taxes.
n. The Export-oriented industries which are identified by the government as "Thrust
Sector" will be provided special facilities and venture capital support.
Numerous other incentives relating to taxation, immigration and capital transfer apply.
Royalties and technical know-how fees received by any foreign collaborator, firm,
company or expert are tax exempt. The interest on foreign loans is tax exempt under
certain conditions. On the basis of bilateral agreements, double taxation in case of foreign
Supplement investors can be avoided. Foreign technicians employed in industries
specified in the relevant schedule of income tax ordinance can be exempt from income
tax up to three years. Private sector power generation companies may be tax exempt on
income for 15 years from the date of commercial production. Capital gains from the
transfer of shares of public limited companies listed with a stock exchange are tax
exempt. There will be no discrimination in case of duties and taxes for the same type of
industries set up by foreign and local investors and in the public and private sectors.
Facilities for full repatriation of invested capital, profit, and dividend. Re-investment of
repatriable dividends is treated as new investment. Special facilities and venture capital
support will be provided to export-oriented industries under ‘thrust sectors’ Prospective
new investors are granted six months multiple entry visas. Citizenship can be obtained by
investing a minimum of US $500,000 or by transferring US $1,000,000 to any recognized
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financial institution (non-repatriable). Permanent residency may be gained by investing a
minimum of US $75,000 (non-repatriable).
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5. Required Permits & Procedures
A. Registration with Factories Act:
Any manufacturing company employing ten or more workers is required to be registered
under the Factories Act, 1965 with the office of the Chief Inspector of Factories and
Establishment. The act is primarily to regulate working conditions and to ensure safety in
the factory.
B. Obtaining Work Permit :
Work permit for foreign nationals is a pre-requisite for employment in Bangladesh.
Private sector industrial enterprises desiring to employ foreign nationals are required to
apply in advance in the prescribed from of BOI. For expatriate employment the
guidelines are as follows:
1. National of the countries recognized by Bangladesh are considered for
employment.
2. Employment of expatriate personnel be considered only in industrial
establishments which are sanctioned / registered by the appropriate authority.
3. Employment of foreign nationals is normally considered for the job for which
local experts / technicians are not available and persons below 18 years of age are
not eligible for employment.
4. Decision of the Board of Directors of the concerned company for new
employment/ extension is to be furnished.
5. Number of foreign employees should not exceed 5% of the total employees
including top management personnel.
6. Initially employment of any foreign national is considered for a term of 2 years
which may be extended on the basis of merit of the case.
= 24 =
7. Necessary security clearance has to be obtained from the Ministry of Home
Affairs
6. Registration/Approval for Foreign Loan, Suppliers' Credit, PAYE Scheme etc.:
Entrepreneurs in the private industrial sector arranging foreign credit in the form of loan,
suppliers' credit, PAYE scheme etc. falling within the following guide-lines are not
required to obtain prior approval from BOI for contraction such credit:
• The effective rate of interest should not exceed LIBOR+4% (effective interest is
the sum of the stated annual rate of interest and the annualized fees such as
commitment fee, syndication fee, front-end fee, project appraisal fee etc.)
• The down payment, if any, in case of suppliers' credit should not exceed 10% of
the credit amount.
• Repayment period should not be less than 7 years.
A copy of the foreign loan agreement signed by both parties should be submitted to BOI
for registration.Period approval of BOI us required for the proposals which do not fall
within the aforesaid guide-lines.
7. Obtaining Industrial Plot :
Entrepreneurs requiring industrial plot for setting up of industry in any industrial areas /
estates apart form BEPZA and BSCIC, may approach BOI mentioning the size of plot
required by them along with copies of sanction / registration letter and industrial layout
plan for justifying actual requirement. After receiving the application BOI provides
assistance to get the industrial plot.
Most of the industrial areas/ estates are owned / controlled by city development
authorities in three divisional head quarters., RAJUK in Dhaka, CDA in Chittagong and
= 25 =
KDA in Khulna. Besides these, there are a few industrial estates owned and controlled by
some other government agencies namely, (a) Public Works Department and (b) Housing
and Settlement Directorate.
BOI also recommends for acquisition of land to the concerned if required to by the
industrial units. In such cases the entrepreneurs are required to submit relevant papers and
information in connection with the land to be acquired by the Deputy Commissioners
(D.C.) concerned.
8. Environmental Legislation :
Under the Environment Conservation Act 1995, all industrial project shall obtain
environmental clearance from the Department of Environment. The main criteria for
obtaining clearance are set out in the Environment Conservation Rules 1997 which was
established under the Act. Different levels of assessment are required depending on the
particular industry concerned.
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6. Currency Regulations & Customs
6.1 Currency Regulation
Exchange Control is regulated by Foreign Exchange Regulation Act, 1947 and covers
payments and dealings in foreign exchange and securities and import and export of
currency and bullion. No person except an authorized dealer may deal in foreign
exchange without previous general or special permission of Bangladesh Bank. This
includes buying, borrowing, selling lending, or exchanging any foreign exchange with
any person who is not an authorized dealer. No exchange is permitted except at rates
authorized by Bangladesh Bank. Remittance of money must be dealt with proper banking
channel. No person should operate any banking account in other countries to receive
remittance relating to any service in Bangladesh. Restrictions exist on import and export
of currency, gold, or silver jewellery or precious stones without prior approval.
6.2 Capital and Profit Transfer
Foreign capital invested in Bangladesh for industrial projects with the approval of the
government is allowed to be repatriated from Bangladesh, along with capital
appreciation, if any, provided approval is first obtained from the Bangladesh Bank
Dividends and profits are now allowed to be remitted with much lesser controls. Prior
approval of the Bangladesh Bank is required before profits from the foreign subsidiaries
can be remitted to the parent company. Taxes must first be paid. Profits retained are
considered re-invested Applications in this regard are to be made to the Bangladesh
Bank. Applications for remittance of profits should be made to the Bangladesh Bank
through the applicant’s bank by letter.
Repatriation of investments made in Bangladesh with the approval of the government of
Bangladesh/Bangladesh Bank is permissible (except where investment was permitted on
a specific condition that it will not be eligible for repatriation), provided the
disinvestment has also been made with the approval. Actual remittances will be permitted
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subject to fulfillment of such conditions as to quantum and installments of repatriation,
etc., if any, as may be applicable from time to time.
Foreign nationals temporarily resident in Bangladesh are permitted to remit to their native
countries, their current assets such as savings from salary, dividend etc. with prior
permission from Bangladesh Bank. There are now no restrictions on the receipt in
Bangladesh of remittance through proper banking channels, from any foreign country.
There are also no restrictions on the import of foreign-currency checks. All foreign
currency drafts may be converted freely through authorized dealers, with traveler’s
checks and foreign currency notes/coins may be converted into taka through money-
changers who are specially authorized by Bangladesh Bank to undertake such
transactions.
No prior permission of Board of Investments (BOI) is required for entering into
agreements for remitting fees for the purpose of royalty, technical know-how and
technical assistance if the total fees and other expenses connected with technology
transfer (service fee, marketing commission etc.) are within the following prescribed
limits. For new projects, such fees and other expenses should not exceed an aggregate
limit of 6 per cent of the commercial value of imported machinery.
Recurrent annual fees for royalties and other expenses such as fees for technical know-
how, technical assistance, operational services, marketing of products etc. should not
exceed an aggregate limit of 6 per cent of the previous year’s sales of the firms declared
in the tax return.
Once the technical transfer agreements falling within the above limits are signed, these
are required to be furnished to BOI for registration.
Proposals that are covered under the prescribed limits will require prior approval of BOI
for which application must be submitted along with necessary documents and copy of the
relevant draft agreement.
= 28 =
6.3 Customs Regulation
Customs duty has a vital role to play in the economy of Bangladesh as the duty is
collected by the country on goods imported or exported out and, as such it is a very
significant source of revenue.
In Bangladesh The Customs Act, 1969 governs the customs duty, Import duty covers the
basic duty which is levied at the preferential rate in case of importing the commodities.
Government has power from time to time by notification to prohibit or restrict bringing or
taking by air, sea or land good of any specified description. Contravention of this would
make goods liable or detention and confiscation by the customs authorities. The
Government has power to exempt the levy of Customs duty on specified goods. While
exercising that power the Government has to make a notification or pass a special order
and that Notification is to be published in the Official Gazette. The Government can
withdraw the Notification in the interest of public.
The Law provides for levying of customs duties at rates prescribed and passed annually
or under any law for time being in force on goods imported into or exported from
Bangladesh; goods brought from any foreign country to any customs station and without
payment of duty there transshipped or transported for or hence carried to and imported at,
any other custom station and goods brought in bond from one customs station to another.
Most of the customs duties are ad-valorem. Where duty is assessed on tariff value as
stated in Bangladesh Customs Tariff, the Government has power to fix tariff values for
goods. If there is any kind of deterioration or defect in the goods, the proportionate
abatement in value is allowable. To determine the invoice price including ocean freight
and insurance landing charges are also to be included. A certificate from an
internationally reputed inspection and certification agency is necessary if any second
hand machinery is imported.
There has been a lot of alteration in exchange rates, rates of duty and tariff value and they
keep on changing in short span of time. Law provides that the rates as in force on the date
= 29 =
of presentation of the bill of entry for home consumption will be applicable.
If imported goods are lost or destroyed at any time before clearance for home
consumption, the remission on duty will be available but if there is any kind of pilferage,
no remission in duty will be made. The owner of the goods for home consumption has
always the opportunity to relinquish the title of the goods before getting the goods
cleared.
The Examiners of Customs and the Appraisers conduct examination of goods, their
classification, the valuation, checking from import license point of view and assessment
of duty. The work is divided for assessment into many groups according to the
commodity groups. The Customs officer can follow two procedures for examination of
the goods. Firstly, he can get the goods assessed himself before completing assessment
and secondly, assessing the duty on the basis of records, leaving the examination to be
done at the time of their clearance after payment of duty.
When the goods are sought to be cleared on importation of goods, the documents which
are to be submitted are Bill of Entry, Invoice and Packing List, Import License where
necessary, Certificate of Country of Origin where preferential rate is claimed, Insurance
Memo or Policy and Bill of Lading or Delivery Order. The documents necessary to be
submitted in exporting the goods are Shipping Bill, Invoice and Packing List, Export
License or Quota Certificate where necessary, Export Inspection Agency's Certificate
where necessary, necessary Forms of Central Excise. Where some goods are imported
and the prices have gone down, the importers are advised to keep catalogue regarding
composition and functions of the goods.
If the importer has paid short or excess of the custom duty, there is the provision to
demand if the payment is short and to refund if the payment is in excess. If the importer
is not in a position to pay the full custom duty or he does not want to use the full stock, he
can enter into bond for warehousing of goods. There are warehouses being run by
Warehousing Corporation. There are some provisions also where permission for the
private warehouse on certain grounds is granted to the importer to keep his goods.
If the person is aggrieved by the custom authorities, he has the opportunity to file an
= 30 =
appeal to the Commissioner of Customs (Appeals). A second appeal lies to the Appellate
Tribunal. If the Commissioner or an officer of a higher rank has passed an order, then the
appeal lies direct to the Tribunal. The final appeal lies to the Supreme Court. If question
on the rate of duty or value of goods is to be determined, it can be referred to the High
Court also. If any mistake is committed, the Tribunal has the power to rectify the mistake
apparent from the record.
Whoever makes a statement or produces any kind of document in which there is false
representation regarding the transaction of business relating to customs, he shall be
punishable with imprisonment or fine or both. If any person obstructs the custom officer
in his legal proceedings he shall be punishable with imprisonment or fine or both. If a
person makes preparation to export any goods in contravention of the provisions of the
Customs Act, he shall be punishable with imprisonment or with fine or both. In addition
to the departmental action, the court also interferes in the custom cases of contraventions.
The law regarding the Customs Act is very strict and punishments are quite severe.
= 31 =
7. Taxation
Tax is chargeable under provisions of the Income Tax Ordinance, 1984 read with the
Finance Acts. For the purpose of the Act, tax is to be charged on the income accrued or
earned during the given previous year. For this purpose, the previous year is taken as the
income year, while the Assessment year which follows the previous year is the financial
year. The tax year known as ‘assessment year’ runs from 1 July to 30 June. Every year
the Finance Act amends the Income Tax Ordinance in certain points and fixes various tax
rates. For purpose of charging tax and computation of total income, all income is
classified as income from business or profession, salaries, interest on securities, income
from residential property, capital gains and income from other sources.
Any income from business and profession of a Bangladeshi person is taxable when it
accrues or is received in Bangladesh. If any income accrues or arises from any business
connection in Bangladesh, it is deemed to arise in Bangladesh. Business income applies
to all income derived commercial and industrial activities as well as for exercise of
profession. The computation of the business income is done according to the expenditure
that is not of personal or capital in nature, incurred wholly and exclusively for business
purpose is allowable as expenditure. The Act also allows certain incentives, deductions,
allowances and relates to various industrial or trading activities by way of depreciations,
deduction of expenditure on scientific research on acquisition of patent rights, copyrights,
know-how, etc. Expenditure on programs of conservation of natural resources, rent, rates,
taxes, repairs, insurance, bonus, interest, debts, contribution to provident fund, gratuity
fund, superannuation fund, entertainment, advertisement, traveling, etc. enjoy full
deduction. Deduction is allowed to the adjusted income in respect of Head Office
expenses. Similarly, losses may be carried forward and set off against the income.
= 32 =
Corporate tax rate for industrial companies whose shares are publicly traded is 35% and
the rate of whose shares are not publicly traded is 40%. Tax rate on income of all other
companies including banks, financial institutions, insurance companies and local
authorities is 40%. Companies enjoying tax holiday are required to invest 30% of their
exempted income within two years from the end of the tax exemption period in the said
undertaking or in new industrial undertaking or in stocks and shares of a public company
or in government bonds or securities. Returns fields by the publics limited companies
shall be accepted if it is accompanied by audited accounts and certified by a chartered
accountant as to the correctness of the total income of the assessee. Salary received by or
due to a foreign technician under contract of service approved by the National NBR is
fully exempted from paying tax (subject to prescribed conditions and limitations) for a
period of 3 years from the date of his arrival in Bangladesh. Expenditure incurred by an
employer in respect of remuneration of the foreign technician is fully exempted from
income tax( subject to the stipulated conditions). Expenditure incurred as remuneration
payable to a foreign technician by a Bangladesh firm carrying on the business of
consulting and engineering is fully exempted from tax (subject to prescribed conditions
and limitations).
The income of the foreign collaborator shall be liable to tax if income is received or
deemed to be received in Bangladesh. Any remuneration received in Bangladesh for the
work done by an individual is taxable. The term 'remuneration' is very wide being
inclusive of salaries and wages, pension, fees, commissions, profits in lieu of or in
addition to salary, advance salary and perquisites and taxable payments include all
allowances, deferred compensation and taxable equalization. The individual tax rate is as
follows:
Personal Income Tax Rate
On the first BDT 100,000 of total income Nil
= 33 =
On the next BDT 50,000 of total income 10%
On the next BDT 150,000 of total income 18%
On the balance of total income 25%
Capital gain tax deals with computation of income from capital gains. In the case of non-
residents, capital gains arising from transfer of shares and debentures are computed in the
original currency of acquisition so as to insure that no tax is payable merely due to
reduction in the value of the Bangladesh Taka. No capital gains tax is payable on transfer
of shares in an Bangladeshi company by one non-resident to another, provided that prior
consent has been obtained from the Board of Investment. It has the same taxation rate as
for individual income tax and corporate tax for individuals and enterprises respectively.
Value Added Tax (VAT), previously known as sales tax, is a single point sales tax at
different rates fixed by the government and is levied on almost all goods imported into
Bangladesh or produced or manufactured in Bangladesh. Lately it has been also extended
to various professions too.
= 34 =
8. Labor Regulations
Bangladesh offers an abundant supply of disciplined, easyly trainable and low-cost work
force suitable for any labor-intensive industry. Of late, there is an increasing supply of
professionals, technologists and other middle and low level skilled workers. They receive
technical training from universities, college, technical training centers, polytechnic
institutions etc. The expenditure incurred by an employer to train his employee is
exempted from income tax.
A. Employment Conditions:
The minimum age for workers in Bangladesh is 16 years in factories and establishments.
Contracts are made in the form of a letter of offer. Workers may also be engaged on
verbal agreements. In government organizations and in some private organizations as
well, a probation period exists for skilled or semi-skilled workers varying between three
moth's to one year and during this period either party may serve one month's notice for
termination from or giving up to the job. In the private sector, the dignity of labor is
ensured in accordance with the principles enunciated in the ILO convention and
recommendations.
B. Labor Laws:
In Bangladesh 47 labor laws are now in operation. These relate to (a) wages and
employment, (b) trade union & industrial disputes, (c) working environment and (d) labor
administration and related matters. The main labor laws are:
• Workmen's Compensation Act, 1923,
• Payment of Wages Act, 1936
= 35 =
• Maternity Benefit Act, 1936
• Employment of Labor (Standing Orders) Act, 1965
• Shops & Establishments Act, 1965
• Factories Act, 1965
• Industrial Relations Ordinance, 1969
C. Settlement of Labor Disputes:
Contract or agreement is usually made between the management and the Collective
Bargaining Agent (CBA) on settlement of industrial disputes as per provisions of
Industrial Relations Ordinance, 1969. In case a bipartite negotiation fails, conciliation
machinery of the government is requested by the aggrieved party to intervene and the
conciliation process is undertaken. If succeeds agreement is signed between the parties
and the Conciliation Officer becomes a witness. If it fails, the party raising the dispute,
may go for strike or lockout as the case may be. The government may, however, prohibit
the same after one month in the interest of the public. In the essential services like, (a)
electricity, gas, oil & water supply etc. (b) hospital & ambulance service, (c) fire brigade,
(d) railway & Bangladesh Biman and (e) ports etc., strike is prohibited.
D. Wages and Fringe Benefits:
In the public sector, wages and fringe benefits of the workers are determined by the
government on the recommendation of the National Wages Commission established from
time to time. Such commissions were appointed in 1973,1977,1984, 1989 & 1992. Wages
& fringe benefits declared by the government in 1977 having 20 grades of wages.The
public sector employees are, however, covered by the Pay Commission declared by the
government from time to time.
= 36 =
In the private sector, the wages & fringes benefits of the workers and employees are
determined through collective bargaining process. Sometimes private industries follow
the public sector wages & salary structure for their workers and employees respectively.
E. Leave & Holidays:
Leave & holidays of the workers & employees are regulated by the Factories Act, 1965
and shops Establishment Act, 1965.
F. Social Security:
Workmen Compensation, Maternity Benefit (Tea Estate) Act, 1950, Maternity Benefit
Act, 1939, Employment of Labor (standing orders) Act, 1965 etc. deal with provident
fund and gratuity.
G. Labor Union:
Industrial Relations Ordinance, 1969 deals with trade union in Bangladesh. In any
industrial and commercial establishment, a trade union may be formed with 30% of the
total number of workers employed. If there is more than one union in any establishment,
Collective Bargaining Agent is determined by the Registrar of Trade Union through
sector ballot for a term of two years. Only the Collective Bargaining Agent is authorized
to raise industrial disputes and negotiate with the management. The Director of Labor of
the government acts as the Registrar of Trade Union in Bangladesh. Till December 1996;
4955 trade unions (worker's union - 4104 & employers association- 851) exits in
Bangladesh having 17, 30, 927 members.
Industrial Relations Ordinance, 1969 provides that any worker or employer/ has the right
to form a union/association without previous authorization. But such a union/association
can not function as a trade union without being registered under the law.
= 37 =
H. Working Hours:
Workers in the public or private sector remain at their job for eight and a half hours daily
(including half an hour for meal or rest) with Friday as weekly holiday marking 48
working hours a week. Work in excess of these, is paid as overtime. The rate of overtime
is 2 hours pay for 1-hour job.
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9. Intellectual Property
In Bangladesh Intellectual Property laws comprise Trade Mark, Patent, Copyright, and
Design. The protection of intellectual property is very much significant for doing
business in Bangladesh or for technology transfer and use of Trade Marks, Patents and
Copyright in Bangladesh.
9.1 Trade Marks
In Bangladesh the law relating to Trade mark is Trade Marks Act, 1940 which confer
protection to the user of Trade Mark on his goods and to prescribe conditions for
acquisition of trade mark. Brand, heading, label, ticket, name, signature, word, letter or
numeral separately or in any combination thereof may be registered as a Trade Mark in
Bangladesh.
The Trade Mark Application praying for the registration of the mark as the applicant’s
Trade Mark is to be filed with the Registrar of The Trade Marks Registry. The
application is to be made in a prescribed form as given in the Act with the information
regarding to the name, address and country of incorporation/nationality of the applicant;
Class and description of the goods and the exact date since when the trade mark is being
used in Bangladesh. An application can cover the goods of a single class only and
Bangladesh follows the international classification of goods.
After the application is processed and examined by the Trade Mark Authority provides
that if there is no objection from the Examiner, it is to be advertised in the Trade Mark
Journal issued by the Trade Mark Registry for inviting oppositions. If no opposition is
= 39 =
filed within a period of four months from the date of advertisement, the Registrar of
Trade Marks may register the Trade Mark. The registration of a Trade Mark is valid for a
period of seven years which may be then renewed for fifteen years.
When the registered Trade Mark is used by a person who is not so entitled, it constitutes
infringement. The relief which the Court may grant includes injunction and other
damages or an account of profit together with or without an order for delivery of the
infringed labels and marks for destruction or erasure. The expression "passing off" is not
defined in the Trade Mark Act, 1940. Nevertheless, the general principle is that no man is
entitled to represent his goods as being the goods of another man. It is an actionable
wrong for any person to pass off his goods as and for the goods of another person. Both
civil and criminal remedies are available for such infringement, counterfeiting and
passing off.
9.2 Patent & Designs
Patent right is a form of industrial property. The owner can sell the whole or part of his
property. These rights could be licensed for commercial purposes. Patent Law is
governed by the Patents & Designs Act, 1911. An application for patent for invention can
be made by any person claiming to be the true and first inventor; any person being the
assignee of the person claiming to be the true and first inventor in respect of the right to
make such application. Where the application is made by virtue of an assignment of the
right to apply for a patent for the invention, there shall be furnished with the application
or within three months from filing the application, proof of the right to make the
application; or by the legal representative of any deceased person who immediately
before his death was entitled to make such application.
Every application for a patent shall be for one invention only and shall be made in the
prescribed form and filed in the Patent Office. Every patent application must be
accompanied by complete specifications. The specifications shall be filed in triplicate.
The specification shall contain an introductory paragraph to the invention followed by a
= 40 =
statement of prior art if known to the applicant, and then drawbacks of the present state of
art succeeded by the objects of the present invention. Thereafter, the statement of
invention followed by a detailed description of invention with reference to the drawings
and lastly ending with claims. The principal claim shall define the essential novel features
of the invention and be in one single continued sentence. Optional features may be made
the subject matter of subordinate claims. The drawings shall be filed in triplicate and the
original shall be on tracing cloth, or transparent or semi-transparent sheet.
Application, where accompanied by complete specifications will be examined and
objections on examination are communicated to the applicant for carrying out
amendments and to re-file the documents for re-examination, if necessary. After all
objections are complied with, the Controller of Patent will accept the specifications and
advertise such acceptance in the Official Gazette and keep it open for public inspection If
there is no opposition or the opposition proceeding is finally decided in favor of the
applicant, a patent is sealed upon the request from the applicant in the prescribed manner.
Patent rights are granted to the patentee by the Controller of Patents, Patents & Designs
Office. To maintain a patent in force, renewal fees are to be paid from the beginning of
the fourth year from the date of patent.
9.3 Copyrights
The Copyright Act, 2000 confers on the owner of the Copyright exclusive right to
multiply copies of his work for commercial exploitation. It also grants the negative right
to refrain others from illegally multiplying the copies of his work. The Copyright
protection exists in published as well as, unpublished works. The works in which
copyright subsists are literary, dramatic, musical, artistic, cinematography film, records
and computer programmes. Copyright law also extends protection to works of art
intended for quasi commercial purposes, i.e., artistic design of cartoons, catalogue lists,
drawings, monograms, advertisement drawings, computer software and painting
produced on cards. Computer programmes are entitled to protection under the present
= 41 =
law. Computer software comprises of programme manuals, punched cards, magnetic
tapes, discs and papers, etc., which are needed for the operation of computers. The author
is recognized as the first owner of the copyright except in the case of commissioned
works done for valuable consideration during the course of employment either under a
contract of service or of apprenticeship. The duration of copyright in any unpublished
work is perpetual. Copyright protection in published work is for the life of the author and
continues for 60 years after his death.
Copyright may be assigned either wholly or partially by the owner of the work but no
assignment is valid unless it is in writing signed by the assignor. The owner of the
copyright can also grant license for use of his work on agreed terms and conditions. Any
copyrights may be registered with the Copyright Office in the prescribed manner. The
Copyright Act provides for civil and criminal remedy for violation of copyright laws.
Bangladesh is signatory to two international copyright conventions, viz. The Berne
Convention and the Universal Copyright Convention. By virtue of the provisions
contained in these two multilateral Conventions, the works of Bangladesh nationals are
entitled to copyright protection in all the countries which are signatory of these
Conventions. Foreign authors from the member countries are entitled to similar copyright
protection in Bangladesh.
9.4 International Treaties
Further, Bangladesh is a party to the Convention establishing the World Intellectual
Property Organization (WIPO) on 1st January, 1987. In addition, Bangladesh is also a
party to the The Paris Convention for the Protection of Industrial Property of 20th
March, 1883. Moreover, Bangladesh is a party to the General Agreement on Tariffs and
Trade, 1994 ( GATT ) which includes Trade - Related Aspects of Intellectual Property
Rights ( TRIPS ) and, as such, makes her a member of the World Trade Organization (
WTO ) family.
= 42 =
By virtue of the above international treaties any intellectual property registered in any of
the convention country is to be treated as registered in the convention union and, as such,
in Bangladesh and subject to protection. Also as to the provision stated in the said
conventions Trade Name of entrepreneurs from any of the Convention country enjoys
exclusive protection in the union i.e. the Convention countries and may not require
registration.
The Government of Bangladesh maintains offices of the Patent & Trade Mark Directorate
in Dhaka, and the Copyright Office in Dhaka at present. All the courts of District Judge
in each district and the Magistrates do take cases for judicial enforcement of various
existing Intellectual Property laws of Bangladesh. The Supreme Court and the several
courts of the High Court Division of the Supreme Court of Bangladesh hear the
Intellectual Property appeal cases.
= 43 =