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Legal Documents For Startups in Bangladesh: Get Your Checklist
Startup 101

Legal Documents For Startups in Bangladesh: Get Your Checklist 

I
n these perilous times, businesses and startups are participating with enthusiasm and are contributing to the massive growth in the economy of the country. It is necessary to know about the legal documents for startups in Bangladesh in order to officially participate.

The World Bank has placed Bangladesh in 168th place out of 190 countries in the “Ease of Doing Business” report, as of 2019. The problem is, while authorities acknowledge what the low rank indicates, there haven’t been many initiatives taken regarding this issue.

That is why it is necessary to know about the proceedings and detailed information on legal documents for startups in Bangladesh.

Furthermore, I will talk about different types of loans, adhesive stamps, lenders, investors, and all the bureaucratic hurdles an entrepreneur may have to face while gathering the startup legal documents in Bangladesh.

List of Legal Documents For Startups in Bangladesh

These documents are necessary for joint-stock companies but some of them are optional for single ownership startups where there aren’t any partners. The process to verify and legalize the business will remain the same.

Verification of the proposed company name

You will be making an official company to start a business. Although single ownership businesses in our country on a small scale don’t require documentation for that. But in case you are willing to make your startup as official and verified as you can, it is a good idea to get your proposed business legally registered.

  1.       You must send the proposed name on-line and a clearance certificate will be provided.   The Deputy Registrar (Name Clearance), RJSC will send it through e-mail.
  2.       The clearance certificate then has to be printed out and submitted to the RJSC with other forms and documents that are required for the company’s incorporation.

Estimated Duration: 1 day (24 hours)

Estimated Cost: BDT 100

Adhesive Stamp fees

The Provision of Pay order regarding stamps was passed on 20th January 2010. Now, applicants will not be required to purchase physical special adhesive stamps.

  1.     RJSC has allowed BRAC Bank with extensive coverage on a national range to collect fees including other state-run banks.
  2.       The adhesive stamps of a total value of BDT 2000 are required for an authorized capital amount set for the startup or business venture of between BDT 100,000-BDT 1,000,000
  3.       For the Memorandum of Association, the cost of the stamps is BDT 500
  4.       For the Articles of Association, the cost of the stamps is BDT 1500

Estimated duration: 1 day (24 hours)

Estimated Associated Cost: BDT 2000

File documents for registration

To file the articles of association and memorandum of association, the fees are based on the authorized capital of the company. The fees must be paid at the designated banks.

Submit these documents to the registrar:

  1.     Name Clearance Certificate
  2.       Memorandum of Association
  3.       Articles of Association
  4.       Forms I, VI, IX, X, and XII
  5.       Proof of Payment (receipts from the banks) for Treasury Stamps
  6.       Encashment Certificate is required for nonresident subscribers
  7.       TIN (tax identification number) is required for resident subscribers

Estimated duration: 1 day (24 hours)

Estimated Associated Costs-

Registration Fees- BDT 2925

Registration Filing Fees- BDT 1200

Creating a Seal for the company        

Estimated duration: 1 Day (24 hours)

Estimated cost: BDT 40-60

Registration with Tax Authority (How to Get TIN Certificate in Bangladesh)

Companies must register themselves with the Deputy Commission of Taxes of Company Circle, Zonal Taxation Department; under the NBR (National Board of Revenue), and issue a Tax Identification Number (TIN) for the startup business.

Estimated Duration: 9 days

Estimated Cost:  None

checklist

VAT Registration

The NBR Customs Department and the VAT and Excise Department– both of them regulate the various kinds of VATs that incur while handling a startup business. Companies may separately register with the Customs, Excise, and VAT Commission.

Estimated duration: 5 days (along with tax registration)

Estimated cost: None

Trade License

The City Corporation is responsible for Trade Licenses. You have to know where your business location falls under which City Corporation and send out an application.

The application must be added with these documents to acquire a trade license-

  1.       A certified copy of the business’s Memorandum of Association and Articles of Association
  2.       A copy of the certificate of incorporation
  3.       The statement of bank solvency of the company
  4.       A copy of the Rent agreement of the office
  5.       Three copies of Photograph and particular information of executive of the main corporate functions

Estimated Duration: 6 days

Estimated Cost: BDT 5000

Loans, Money Lenders, and Investors for Your Startup

Any business needs a lot of money flow to keep it running, especially when any startup business faces hurdles in their venture. But it is tough to accumulate a large sum of money as fixed capital, let alone cash flow for the running costs of the business.

That’s where loans and investors come in. Now, loans can be acquired from a variety of sources. Such as SME loans, Bank loans, private money lenders, and Investors. The elements are going to be elaborately discussed here.

SME Loan for New Business in Bangladesh

SME means a Small or Medium-sized Enterprise. For a business to be called an SME business, it must meet the requirements, according to Bangladesh Bank as per the National Industrial Policy Order, 2010-

  • Small enterprise: (Manufacturing industry) with a limit of 25-99 employees, their assets would be worth BDT 5 to 100 million.

 (Service industry) with a limit of 10-25 employees, their assets would be worth BDT 500,000 to 10 million.

  • Medium Enterprise: (Manufacturing industry) with a limit of 100-250 employees, their assets [excluding land, factory building, and replacement value] would be worth BDT 100 million to 300 million.

 (Service Industry) with a limit of 50-100 employees, their assets would be worth BDT 10 million to 150 million.

If your startup falls under the criteria of a small or medium business, then you can apply for an SME loan for a new business in Bangladesh. These bank loans in Bangladesh can be used for daily transactional necessities. 

The basic documents for loans from any private banks are-

  1.       Copy of the Trade License of your company (updated)
  2.       Copy of Valid NID/ Passport/ Driving license of Applicant, Guarantor(s) Trade License, E-TIN Certificate
  3.     Bank Statement of at least the last year (12 months)
  4.       Copy of Utility Bill
  5.       Copy of the company’s Rental Deed

There are different types of loans based on the different types of needs of the company, ranging up to BDT 25 lacs-50 million. Different banks have different tenure periods and installment or structured payment policies.

Some of the banks are- IDLC, LankaBangla, Sonali Bank, BRAC Bank, Premier Bank, Prime Bank, Eastern Bank, Bangladesh SME Corporation Limited, etc.

Not only do these banks provide loans and have certain policies in place for SME loans, but they have also helped prosper the economy by providing business loans in Bangladesh securing the money flow.

Private Money Lenders in Bangladesh

Sometimes people don’t feel comfortable taking up a large sum of money from banks where obviously they are charged extra with interest rates. And sometimes people don’t want a large sum of money which the banks offer from time to time, that’s because of the official process and bureaucracy of authorization processes.

 That’s where private money lenders are effective. It can be said that people can borrow from their relatives but there are lesser complications involved there. There are also finance institutions where startup owners can gather money from, without the hurdles of official bank loans.

But these are a kind of personal loan. So the structural planning and installment processes aren’t always highly recommended or completely reliable.

Some of the private money lenders in Bangladesh are Grameen Bank, NGOs such as- Proshika, ASA, BEES, Action- Aid, etc.

Angel Investors in Bangladesh

An angel investor sounds new, isn’t it? How about a seed investor or a private investor? Well, an angel investor is also called a seed or private investor, even an angel funder at times. Angel investors are mostly available in the early stages of the business.

The reason they are called angel investors is that they are individuals with high net worth and they invest money by helping small startups and entrepreneurs. They provide financial backup for them, generally in exchange for partial ownership equity in the business. Hence, it helps with innovation and transforms into economic growth.

These kinds of investors can be found mostly among the family, friends, or acquaintances of the entrepreneur and co-founders. The funds may be a one-time cash inflow from the investors, to set the business on track so the entrepreneur may proceed and further the startup. Many times, an angel investor in Bangladesh is the primary source of funds for the new business.

After you go through all these hurdles, you can finally draw up your business plan. Then create a checklist for all the startup legal documents you need to make the business official and verified. 

Bangladesh is a small country with big opportunities. If you can seize one of those opportunities and keep working at it, your chances of success and prosperity become immensely positive. So, hurry up and get your checklist of legal documents for startups  in Bangladesh, in order, and launch your business! 

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