Corporate Law

Intellectual Properties & Trademarks :

We regularly assist clients with registration of Trademarks, Patents & Designs along with litigation for infringement of their rights. Our recent experiences are mentioned below: a. Filing for 20+ Trademarks applications for a foreign clothing manufacturer b. Filing designs applications for a local oil importer and distributor c. Defending TM infringement claim and successfully mediating and resolving the dispute out of court d.

Advising a local inventor on patent law and application Please contact us directly for more information on how our team can help you in your particular situation. Limited Company Registration Fees in Bangladesh : Our legal consultancy department in Bangladesh offers all kinds of services to new businesses and startups.

Fees of Name Clearance

i.For NC clearance:@ BDT 100.00 for each of the proposed names.

ii.For time extension: @ BDT 100.00 for each time extension application.

Stamps and Fees of Registration PRIVATE COMPANY (Companies Act, 1994) Stamps

i.For affixing on the Memorandum of Association: BDT 500.

ii.for affixing on the Articles of Association: For Authorized Capital Stamp (BDT) Up to 1,000,0002,000 >1,000,000 up to 30,000,0004,000 >30,000,00010,000

Registration fee

i.For filing 6 documents (5 filled in forms plus 1 memorandum & articles of association, @ BDT 200 per document): BDT 1200

ii.For the authorized share capital: Authorized Capital (BDT)Fee (BDT) Up to 20,000 - 360.00 For every 10,000 or part after first 20,000 up to 50,000 - 180.00 For every 10,000 or part after first 50,000 up to 1,000,000 - 45.00 For every 10,000 or part after first 1,000,000 up to 5,000,000 - 24.00 For every 100,000 or part after first 5,000,000 - 45 Send us an email at info@legalcarebd.com if you have any queries regarding company registration in Bangladesh.

BUSINESS PROCESS :

The Legal Care's Services Team has an array of experience in dealing with startups, foreign investment and business setup in Bangladesh. The firm has helped setup major brands and franchises in Bangladesh while maintaining a portfolio of SME's and Startups in its clientele.

The firm actively works with joint venture projects, foreign company setup in Bangladesh, opening representative offices and branch offices, offshore industry setup etc. Common business setup options in Bangladesh: - Sole Proprietorships (not applicable for foreign investors) - Partnerships (not applicable for foreign investors) - Limited Liability Company -Public Limited Companies -Buying Houses - Representative Offices/Liaison offices

Commercial Practice : The law firm constantly advises companies and authorities on commercial issues. The Legal Care is very much focused on commercial practice and its primary practice areas revolve around commercial and civil landscape. We advise clients on the law relating to disputes in which they're involved and on dispute resolution strategy. If these disputes progress to formal proceedings, we’ll draft the necessary legal documents and guide our client through a trial or any other hearings. Most recent notable works undertaken by the firm:

I.Advising, drafting and reviewing documents and negotiating with key steak holders in relation to issuance of debt securities (Zero Coupon Bonds valued at approx USD 8.83 million) by a local conglomerate with Strategic Finance Limited (An investment banker) acting as the Mandated Lead Arranger

II. Advising and handling legal processes for establishment of Mastermind Abacus franchise in Bangladesh

III. Taking part in Mediation representing a local client in relation to sale and supply of hotel equipment contract.

IV. Advising and litigating on behalf of Delma Construction Ltd. in relation to its contractual disputes.

V. Advising El Corte Engles in relation to its commercial disputes with a freight forwarder.

VI. Advised a China-Bangla joint venture on purchase of Barge and necessary legal requirements.

VII. Managed transaction for a foreign client for the acquisition of over 300,000 square feet for setting up battery factory.

VIII. Provided legal opinion to a local clothing manufacturer on cash incentives for 100% export oriented industry.

IX. Successfully argued on behalf of and obtained favorable mediation outcome for a LPG gas distributor.

X. Provided due diligence to an European conglomerate for a power plant project. COMMERCIAL LAWYERS COMMERCIAL BANKING LICENSING LAWYERS CROSS-BORDER LAWYERS Proprietorship Company Registration in Bangladesh : In Bangladesh it is very straightforward to start a proprietorship business. A sole proprietorship also referred to as a sole trader or a proprietorship, is an unincorporated business that has just one owner who pays personal income tax on profits earned from the business. Note: This option is not open for foreign investors looking to start business in Dhaka or Bangladesh. The procedure for starting a proprietorship business is outlined below: 1. Choose a Name for the business in Bangladesh 2. Rent a commercial space for starting the business 3. Fill out the trade license application form from your local government/city corporation/union etc. 4. Apply and obtain a trade license 5. Apply for e-tin certificate 6. Open a Bank Account in the name of the business That's it! You are all set to start your new business. Please contact us directly for more information on how our team can help you in your particular situation.

Foreign Company Registration in Bangladesh : Our legal consultancy department in Bangladesh offers all kinds of services to new businesses and startups. The procedure for company registration in Bangladesh is as follows: 1. 100% foreign ownership is allowed 2. Name Clearance 3. Opening of provisional Bank Account in the name of the proposed entity 4. Inward remittance of at least $50,000 USD 5. Encasement Certificate 6. Submission of Articles and Memorandum of Association of the company 7. Incorporation Certificate of Registration Send us an email at info@legalcarebd.com if you have any queries regarding company registration in Bangladesh. - Investments into existing businesses Company registration in Bangladesh is a simple process for both local and foreign investors. The most common type of entity is a private limited company having liability limited by shares. As per section 2(q) of Companies Act 1994, A Private Company is a Company which by its Articles of Association restricts the right of transfer of the share, limits the number of members to fifty and prohibits invitation to the public to subscribe to the shares or debentures of the Company. The Companies Act 1994 outlines the characteristics of a company in Bangladesh:

a. It restricts the rights to transfer the shares [s. 2(q)];

b. The minimum number of members is 2 (two) [s. 5];

c. The maximum number of the members is 50 (fifty) excluding the persons employed in the Company [s. 2(q)];

d. It must have at least two directors [s. 90 (2)];

e. It prohibits any invitation to the public to subscribe for the shares or debentures of the Company [s. 2(q)];

f. It does not have to fulfill the requirement of statutory meeting or statutory report [s.83(12)]. STAGES IN COMPANY FORMATION NAME CLEARANCE - Name Clearance (NC) is a pre-requisite for registration of a new entity (other than Foreign Company and Partnership Firm). The promoters of a new entity need to apply for and get name clearance for the entity prior to applying for registration. - At present NC can be obtained online using the joint stock website at roc.gov.bd which is a fairly simple process - The name clearance remains valid for ninety (90) days from the date of issue. [ADDITIONAL STEPS FOR A FOREIGN INVESTED COMPANY: BANK ACCOUNT OPENING, REMITTANCE AND OBTAINING ENCASHMENT CERTIFICATE] REGISTRATION - The promoters of a new entity (having name clearance) need to apply for registration with necessary documents, prescribed forms & schedules, stamps and fees, as appropriate to the entity type.

a. prepare Memorandum/Articles of Association, forms & schedules etc., as appropriate to the entity type.

b. Pay Stamp Duty (online)

c. submit the registration application online.

d. pay the registration fees (online)

Documents: a. Memorandum & Articles of Association.

b. Filled in Form I: Declaration on Registration of Company [Section 25].

c. Filled in Form VI: Notice of Situation of Registered Office and of Any Change therein [Section 77].

d. Filled in Form IX: Consent of Director to act [Section 92].

e. Filled in Form X: List of Persons Consenting to be Directors [Section 92]

f. Filled in Form XII: Particulars of the Directors, Manager and Managing Agents and of any change therein [Section 115]

g. Evidence of Name Clearance. INCORPORATION CERTIFICATE - After review of online application by concerned dealing officer and deputy registrar, the company registration may be approved and certificate along with Form XII and MOA AOA will be sent by email. LICENSES - Apply for and obtain Tax Identification Number (online) - Apply for and obtain Trade License - VAT Registration - Factory License (if needed) - Fire License (If needed) - Environmental Clearance (inf needed) - IRC/ERC (if needed) - Any other licenses as required depending on business nature

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