Employment Conditions

The minimum age for workers in Bangladesh is 18 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 organisations and in some private organisations as well, a probation period exists for skilled or semi-skilled workers varying between three months to one year. During this period either party may serve one month's notice for termination of the job. In the private sector, the dignity of labour is ensured in accordance with the principles enunciated by the International Labour Organisation’s (ILO) conventions and recommendations.

LABOUR LAWS
In Bangladesh 48 labour laws are now in operation. These relate to wages and employment, trade union & industrial disputes, working environments and labour administration and related matters. The main labour laws are:

 Workmen's Compensation Act 1923
 Payment of Wages Act 1936
 Maternity Benefits Act 1936
 Employment of Labour (Standing Orders) Act 1965
 Shops & Establishments Act 1965
 Factories Act 1965
 Industrial Relations Ordinance 1969

SETTLEMENT OF LABOUR DISPUTES
Contracts or agreements are usually made between the management and the Collective Bargaining Agent (CBA) for the settlement of industrial disputes as per provisions of the Industrial Relations Ordinance 1969.

 In cases where a bipartite negotiation fails, the conciliation machinery of the government is requested by the aggrieved party to intervene and a conciliation process is undertaken. If this succeeds, an agreement is signed between the parties and the Conciliation Officer becomes a witness. If it fails, the party raising the dispute may go for a 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 essential services such as electricity, gas, oil and water supply etc., hospital & ambulance services, fire brigades, railways and the Bangladesh Biman, and ports etc., strikes are prohibited

WAGES AND FRINGE BENEFITS
In the public sector, wages and fringe benefits of workers are determined by the government on the recommendation of the National Wages Commission, which is established from time to time. (Commissions were appointed in 1973, 1977, 1984, 1989 and 1992.) Wages and fringe benefits declared by the government in 1977 have 20 grades of wages. Public sector employees are, however, covered by the Pay Commission which is declared by the government from time to time.

In the private sector, the wages and fringes benefits of workers and employees are determined through a collective bargaining process. Sometimes, private industries follow the public sector wages and salary structure for their workers and employees respectively.

LEAVE & HOLIDAYS
Leave and holidays of workers and employees are regulated by the Factories Act 1965 and the Shops Establishment Act 1965.

SOCIAL SECURITY
The Workmen’s Compensation, Maternity Benefit (Tea Estate) Act 1950, Maternity Benefit Act 1939 and Employment of Labour (standing orders) Act 1965 etc. deal with provident funds and gratuities.

LABOUR UNIONS
The Industrial Relations Ordinance 1969 deals with trade unions 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, a collective bargaining agent is determined by the Registrar of the trade union through a sector ballot for a term of two years. Only the collective bargaining agent is authorised to raise industrial disputes and negotiate with the management. The Director of Labour of the government acts as the Registrar of Trade Unions in Bangladesh.

The Industrial Relations Ordinance 1969 provides that any worker or employer/ has the right to form a union/association without previous authorisation. But such a union/association cannot function as a trade union without being registered under the law

WORKING HOURS
Workers in the public or private sector remain at their job for 8 hours daily (including half an hour for meal or rest) with Friday & Saturday as a weekly holiday marking 40 working hours per week. Work in excess of these hours is paid as overtime. The rate of overtime is two hours pay for one hour of work.

Foreign Investment in Bangladesh

Bangladesh is now trying to establish itself as the next rising star in South Asia for foreign investment. The government has implemented a number of policy reforms designed to create a more open and competitive climate for private investment, both foreign and local.

The country has a genuine democratic system of government and enjoys political stability seen as a ‘sine qua non’ for ensuring a favourable climate for investment and sustained development.

Bangladesh has been quick to undertake major restructuring for establishing a market economy, with the major thrust coming from the private sector. The country enjoys modest but steady economic growth. Its current development strategy is based on the premise that the creation and distribution of wealth occurs through the acceleration of growth driven by competitive market forces, with the government facilitating growth and making a clean break from the practices of a controlled economy where private investment is constrained. The government has been gradually withdrawing its involvement in industrial and infrastructure sectors and promoting private sector participation.

The government has moved speedily to translate its policy pronouncements into specific reforms. It has been consistently pursuing an open-door investment policy and playing a catalytic rather than a regulatory role. Regulatory controls and constraints have been reduced to a minimum. The government has steadily liberalized its trade regime. Significant progress has been achieved in reducing nontariff restrictions on trade, rationalising tariff rates and improving export incentives. The introduction of VAT has helped rationalisation of the import tariff and domestic tax structures. The tariff structure and the import policy are kept under constant review to identify areas where further improvements are needed.

On the legal and administrative front, the government has initiated measures to give greater autonomy and independence to the judiciary – a pre-requisite, as viewed by investors, for the restoration of confidence in the judicial system. A permanent Law Reform Commission has already been set up to ensure greater transparency and predictability in the way rules and regulations are made and implemented. Motivated by the simple realisation that state-owned enterprises are a drain on its scarce resources and that these are generally inefficient, costly and slow in responding to changing markets and consumer desires, the country has embarked on a privatisation program, offering substantial opportunities for international investors.

Foreign investment is particularly welcome in the export-oriented industries such as textiles, leather goods, electronic products and components, chemicals and petrochemicals, agro-based industries, green jute pulp, paper, rayon products, frozen foods (dominated by shrimp farming), tourism, agriculture, light industries, software and data processing. Foreign investment is also desired in high-technology products which will help import substitution or industries which will be labour-, as well as technology intensive. 

Favorable Conditions, Markets in Bangladesh

Bangladesh can be considered as a rapidly emerging market pushed forward by its export industries: exports have grown by 40 % in the period from July 2010 to January 2011. This is remarkable in a time when most economies are still suffering from the effects of the global financial crisis. The main products responsible for this growth are knitwear and woven products, together responsible for over three-quarters of Bangladesh’s exports. Interestingly, the fastest growing sector in this period was shipbuilding (with almost 1,400 % growth).1 Apparel exports increased mainly because of the shift of international buyers from China to Bangladesh; due to the increasing costs of production in China, this country has a decreasing competitiveness, and significantly it is losing market to Bangladesh.2 The other opportunity that promises to strengthen Bangladesh’s position further is related to the new rules of EU’s Generalized System of Preferences (GSP), in particular the changed Rules of Origin, which are in place since the 1st of January 2011. In the frst two months of 2011 this has already resulted in a rise of exports of garment products.3 In addition, Japan is also planning to adjust its trade rules in favor of least developed countries (including Bangladesh) from April 2011.

The shift towards Bangladesh could have been much larger were it not for the energy crisis in particular the inability of the grid to meet the demand. As a result of the regular power outages potential new ventures are being deferred and private sector job creation is stalled; in addition, some reports indicate that Chinese, Taiwanese and Korean investors are delaying concrete plans to build factories in Bangladesh, especially in Export Processing Zones (EPZs), until the energy crisis is being solved, although the energy situation in EPZs is better than elsewhere.4 The government has announced plans to deal with the energy shortage on a priority basis, but progress seems slow. The political situation is currently quite stable, although the image of the country as an investment destination could be damaged if labor unrest and hartals fare up once too often.

Bangladesh as an emerging market ofers a number of favorable conditions to Dutch and other frms for doing business: it has a series of cost competitive advantages, it ofers a large domestic market and it has a strategic location near to the fastest growing economies of the world. At the same time, the main constraints will also be identifed. This chapter will be concluded with a brief indication of selected niche markets which deserve special mention..

Favorable Conditions 

Bangladesh is a cost competitive investment destination in several respects. Firstly, it offers a young, industrious workforce with the lowest wages in the region, and English is the second language after Bengla. Secondly, industrial estates, offices and housing for foreigners in the country are often cheaper than in other South and South East Asian countries. Thirdly, Bangladesh enjoys tariff-free access to the European Union (through EU’s Generalized System of Preferences, GSP), Canada, Australia and Japan. Fourthly, it has a proven export competitiveness that can be illustrated as follows:

- Bangladesh offers some of the world’s most competitive fiscal and non-fiscal investment incentives.

- Bangladesh offers the most liberal FDI regime in South Asia, allowing 100% foreign equity with unrestricted exit policy, easy remittance of royalty, and repatriation of profits and incomes.

- Bangladesh offers export-oriented industrial enclaves, Export Processing Zones (EPZ) with infrastructural facilities and logistical support for foreign investors. Bangladesh has recently embraced a more flexible and competitive economic zones regime with the enactment of the Economic Zones Act 2010 which paves the way for private economic zones.

- The Foreign Private Investment (Promotion & Protection) Act 1980 provides protection for investments made in Bangladesh

Lastly, in itself the energy prices in Bangladesh are the most competitive in the region; however, currently there is a shortage of electricity and gas supply (and a stop on new connections) which the government is trying to counter on a priority basis.

Recent international ratings are generally quite positive on Bangladesh’s economic potential (cf. Box 1.1). Also rather positive are the national indices and rankings concerning governance, gender and well being, but the rankings for Dhaka on livability, people risk and social networking are extremely low. With about 160 million inhabitants and a middle class that is rapidly growing in size compared to the other classes, there is an increasing domestic demand for example for consumer goods.

Bangladesh is strategically located near the emerging economic giants, India and China, and near to the ASEAN markets.At the same time, some economic data prompt a cautious outlook. Firstly, Bangladesh has the lowest FDI infow in South Asia (0.8% of GDP). Secondly, the country continues to add 2 million people to its labor force every year and unemployment is currently at 8% while underemployment is much higher.

Company Secretary as Independent Director

The concept of independent director (ID) remains of primary importance in protecting investors amidst a more demanding economic and regulatory environment. In Bangladesh, in particular, there is increasing recognition of the pivotal role of IDs - play in providing an independent, objective view and in balancing the interests of different stakeholders. It is not disputed that there has been an ever increasing role and importance of IDs to further strengthen the corporate governance (CG) of listed companies as they are the key to good CG. The need for quality ID is imperative particularly in light of the development of our economic globalization and recent examples of massive corporate failures which forces us effectively to play by a new set of rules to conform to globally accepted practices. That is, one that demands much greater integrity, transparency and accountability than in the past.

There have been substantial changes concerning CG rules, although each jurisdiction may emphasise different aspects of CG after taking into account the special features in its local community but one thing is certain across all jurisdictions: the increasing burden placed upon IDs of listed companies. Bangladesh is also not an exception to this. There have been significant changes in the Guidelines on Corporate Governance Practices and the introduction of the ID is one of them. The present revised Corporate Governance Guideline – ‘Comply basi's’ (BSEC, 3rd July, 2012) replaced the former Guideline of Corporate Governance – ‘Comply or explain basis’ (BSEC, 20th February, 2006). This recent change to the CG Guideline is evidence of the growing significance of independent directors to act as not only valuable strategic advisers in providing to the board valuable knowledge, expertise and experience but also corporate guardians of shareholders’ interests.

Independent directors’ requirement is gaining increasing significance and importance. The statutory framework exists with regard to appointment of ‘Independent Directors’. Such framework also prescribes certain qualifications and attributes to IDs that should be understood in the right perspective. However, boards of listed companies in Bangladesh are facing extreme snag on how to identify the right one as ID apart from how increasing demand for IDs will be met. Keeping this perspective in mind, one should consider the role of company/chartered secretaries (CS) as ‘independent directors’. How company/ chartered secretaries, by virtue of their knowledge and training is eminently to fit in the role of independent directors, is portrayed hereunder.

The Profile of a Company Secretary 

CS has important fiduciary and company law responsibilities. The CS is the nodal point for the Board to get feedback on the status of compliance by the organization in regard to provisions of the company law, listing agreements, BSEC regulations, shareholder grievances, etc. CS occupies a pivotal position in ensuring that their companies function in certain critical areas and such functions are value based. While accounting could be properly described as a mirror reflecting the entire face of the company and auditing could be considered as the function that adds credibility to what are stated in the financial statements. CS should function as conscience keepers. It is this role that would earn them an enviable position. It depends on individuals. It depends on his or her vision, the length and breadth of his or her profile, preparedness, presence of mind and involvement. So, it is very clearly that within an organization, a CS plays an important role, which is unique in nature. However, this is not the role that a CS as an ‘Independent Director’ is expected to do. ‘Independent Directorship’ is a different cup of tea. It is important to know what is expected of ‘Independent Directors’. This will help CS to cause a substantial shift in their role to become ‘Independent Directors’.

Company Secretaries as ‘Independent Directors’

According to BSEC Guideline, independent director shall be a knowledgeable individual with integrity who is able to ensure compliance with financial, regulatory and corporate laws and can make meaningful contribution to business [Condition 3.1 (i)]. The person should be a business leader/ corporate leader/ bureaucrat/ university teacher with economics or business Studies or law background/ professionals like Chartered Accountants, Cost & Management Accountants, Chartered Secretaries. The independent director must have at least 12 (twelve) years of corporate management/ professional experiences [Condition 3.1 (ii)]. In special cases, the above qualifications may be relaxed subject to prior approval of the Commission [Condition 3.1 (iii)].

Independence is a state of mind and it could change from time to time. In this perspective one has to see whether CS could add value to a company as its ‘Independent Directors’. While occupying the position of an ‘independent director’, a CS should not attempt to leverage his professional achievements to obtain any assignment for his firm or any entity in which is he is interested. He must understand that he should be able to speak out what he thinks about an arrangement. If he looks up to the company or its promoters or managers for favours, he cannot be independent in the true sense of the word. Experienced CS, will certainly have an edge over others. An experienced CS carries with him enormous amount of knowledge. In view of the position he would have occupied in his career as a CS of any large enterprise, he would have become so matured to understand not only what is obvious but also what is not obviously revealed. A CS has the unique distinction of having the required skills to analyze and understand the real import of an arrangement or transaction or proposal. A CS would be the best-suited person to keep his observations on the one side and consider the objectives and perspectives of the proposals or arrangements on the other side and consider them in the light of the letter and spirit of the applicable regulatory framework. He will be able to not only assist the Board in its decision making process but also add value. The ability of CS to understand the growing complexities of modern day business, their co-coordinating skill sets would help them become lead ‘Independent Directors’. As conscience keepers, Company Secretaries become the befitting professionals to lead as ‘Lead Independent Directors’.

Conclusion 

Following the implementation of the revised CG Guideline, the independent directors are expected to play more important roles and have more responsibilities, as evidenced by their representation in the different board committees which are required or recommended to be set up, as the case may be. In an attempt to advance the pivotal role of independent director in CG, representation of company/chartered secretary as ID on board will definitely aid in improving the standards of CG. Besides the apparent benefits, the presence of company/chartered secretary (as ID) will strengthen the hands of the CEO in resisting the usual pulls and pressures to which the entities are subject to. Company/chartered secretaries who have the ability to visualize the complete ramifications of any arrangement or proposal or transaction would be able to function effectively. As ‘Independent Directorship’ is a coveted post, original application of mind is needed to occupy such positions. One must understand the nature of the job and train his thoughts accordingly. In order to be ‘independent directors’, company/chartered secretary have to be courageous and confident and their approach should be broad.
  

Money Laundering Regulations

In line with international initiatives and standards, Bangladesh promulgated the Money Laundering Prevention Act (MLPA), 2002. Subsequently, MLPA, 2009 was enacted to expand the definition of money laundering and coverage of the offence. To strengthen the AML/CFT regime of Bangladesh and meet the international standards, MLPA, 2012 was promulgated repealing the MLPA, 2009 and Anti-Terrorism Act (ATA), 2009 as amended in 2012 and 2013. Both Acts have empowered Bangladesh Bank (BB), thus Bangladesh Financial Intelligence Unit (BFIU) to perform an anchor role in combating money laundering and terrorist financing.

According to section  25 (2) of MLPA, 2012, if any reporting organisation violates the directions mentioned in sub-section (1) of section 25 of MLPA, 2012, Bangladesh Bank may impose a fine of at least BDT50,000 but not exceeding BDT2,500,000 on the reporting organisations. Additionally, Bangladesh Bank may cancel the license or the authorisation for carrying out commercial activities of the said organisation or any of its branches, service centres, booths or agents. Alternatively, the Central Bank shall inform the corresponding registration or licensing authority about the violation for the relevant authority to take appropriate measures against the organisation.

Exchange Controls in Bangladesh

Bangladesh operates an exchange controlled economy under the Foreign Exchange Regulation Act, 1947. All inward and outward remittances are regulated by the Central Bank of Bangladesh (that is, Bangladesh Bank). Foreign investor rights are protected under the Foreign Private Investment (Promotion   and Protection) Act, 1980 which ensures legal protection against nationalisation and expropriation. It also guarantees non-discriminatory treatment between foreign and local investment, and repatriation of proceeds from sales of shares and profits. Bangladesh Bank has outlined relevant procedures and formalities for all inward and outward remittance in its Guidelines for Foreign Exchange Transaction. The Guidelines cover the procedures for, among others:

• Foreign dealings in securities

• Remittance of royalty/technical assistance fees

• Foreign ownership

• Mergers and acquisitions

• Divestments

• Remittance of profit, dividends, capital gains

• Foreign and local borrowings

• Retention quota of exporters

Any transaction that has not been outlined in the Guidelines for Foreign Exchange Transactions must obtain specific approval from the Bangladesh Bank.

Bangladeshi ‘Taka’ (BDT) is convertible for current external transactions. Individuals or firms resident in Bangladesh may conduct all current external transactions, including trade and investment related transactions, through banks in Bangladesh authorised to deal in foreign exchange (Authorised Dealers) without prior approval from Bangladesh Bank.

Similarly, non-resident direct investment in industrial enterprise and non-resident portfolio investment through stock exchanges do not require prior approval of the Bangladesh Bank.

Remittance of post-tax dividends or profits on non-resident direct or portfolio investment does not require prior approval. Sales proceeds, including capital gains on non-resident portfolio investment, may also be remitted abroad without prior approval.

Prior approval from Bangladesh Bank is required for the repatriation of sale proceeds of non-resident equity investment in public limited companies that are not listed on the stock exchange, and private limited companies. In determining the repatriable amount, Bangladesh Bank works out the net asset value of the shares on the basis of audited financial statements as on the date of the sale and the net asset value is thus calculated is considered repatriable.

Overview of Various Taxes and Duties

Corporate Income Tax is discussed in our earlier post. 

Personal Income Tax (PIT) 

Income tax provisions can be found in the Income Tax Ordinance 1984, the Income Tax Rules 1984 and all relevant notifications under the Ordinance. In addition to payment of tax at a specified rates, an individual is supposed to pay a surcharge if he/she has net wealth exceeding BDT22.5 million as shown in the statement of assets and liabilities. The surcharge is calculated on the amount of tax payable after deduction of investment rebate. An individual that has net wealth exceeding BDT22.5 million shall pay a surcharge.

Value Added Tax 

VAT is imposed on goods and services at the stages of import, manufacturing, supply, and trading. VAT is imposed on services provided in Bangladesh and also on the services rendered from outside Bangladesh. A uniform VAT rate of 15 per cent is applicable for both goods and services. A registered VAT taxpayer is entitled to claim back the VAT paid on purchase of inputs subject to compliance with the provisions of VAT laws. 15 per cent VAT is applicable for all business or industrial units with an annual turnover of BDT8,000,000 and above, except in the cases specified in VAT laws. Turnover tax at the rate of three per cent is levied where annual turnover is less than BDT8,000,000. Truncated rate also applies in the cases specified by VAT laws which have been determined on the basis of assumed percentage of value addition. A taxpayer paying VAT at the truncated rate will not be entitled to claim input VAT rebate. Under the 2015-16 budget, the tax is reduced to 0.1 per cent of turnover for the first three years for industrial undertakin.

Supplementary Duty (SD) is applicable as per the 3rd Schedule of the VAT Act, 1991, at the rates specified for particular goods or services. Exemption of VAT or imposition of VAT at zero per cent is regulated by Section 3 (Export or Deemed Export), Section 14 (goods/service declared by the government), 1st and 2nd Schedule of the VAT Act, 1991

Customs duty

Bangladesh levies customs duty on imports using the Harmonised Tariff System for tariff classification. Imports are generally taxed at the following rates, unless specifically exempted:

• Capital machinery: one per cent

• Basic raw materials: five per cent

• Intermediate raw materials and semi-finished products: 10 per cent

• Finished products: 25 per cent

Exports are generally exempt from customs duties

Supplementary Duty

Supplementary duty is levied on luxury goods imported into Bangladesh as well as non-essential or socially undesirable goods produced and supplied in the country. The rates vary from 10 to 500 per cent depending on the nature of the goods.

Foreign Direct Investment Policy

Its a liberal investment policy, there are very few restrictions on foreign ownership of businesses or property in Bangladesh.

FDI comprises an overwhelming part of the economy of Bangladesh in its contribution to Gross Domestic Product (GDP), export and domestic investment as well as overall economic growth. FDI inflows have traditionally been in the form of equity, reinvestment and intra-organisation acquisitions. While there are generally very few restrictions on FDI, private sector investment is prohibited in the following sectors: arms and ammunition, defence, forest plantation, extraction of reserved forests, nuclear energy, security printing and mining.

Furthermore, the following sectors will require investors to obtain licenses before they are able to commence business: banking, finance, insurance, telecommunications, aviation and broadcasting. Foreign investors that wish to acquire stakes in local companies will need to obtain approval from the Bangladesh Bank if the control of the business is subsequently transferred to foreign shareholders.

Government incentives

Alongside the incentives outlined in the tax section, the government provides cash assistance and other incentives for doing business in Bangladesh in certain export-oriented industries. Cash incentives are available in the following sectors, with different cash incentive rates:

• Textile

• Agro products

• Bicycle

• Crashed bone

• Poultry

• Light engineering products

• Liquid glucose used in agro product

• 100 per cent Halal meat

• Frozen shrimp & other fish

• Leather

• Ship export

• Finished leather

• Crushed leather

• Plastic pet bottle

• Jute products

Imports 

Bangladesh’s imports mostly comprise petroleum and oil (11 per cent of the total imports), textile (10 per cent) and food items (nine per cent). The import regime comprises: a banned list, a restricted list, freely importable items and certification requirements for all food products. All other permitted imports require a Letter of Credit Authorisation to be completed.

The Financial System of Bangladesh

The financial system of Bangladesh is comprised of three broad fragmented sectors:

• Formal sector

• Semi-formal sector

• Informal sector

The sectors have been categorised in accordance with their degree of regulation. The formal sector includes all regulated institutions, such as banks, non-bank financial institutions (FIs), insurance companies, capital market intermediaries such as brokerage houses, merchant banks and micro finance institutions (MFIs).

The semi-formal sector includes those institutions which are regulated but do not fall under the jurisdiction of the Central Bank, Insurance Authority, Securities and Exchange Commission or any other enacted financial regulator. This sector is mainly represented by specialised financial institutions, such as House Building Finance Corporation (HBFC), Palli Karma Sahayak Foundation (PKSF), Samabay Bank, Grameen Bank, Non-Governmental Organizations (NGOs) and discrete government programs.

The informal sector includes private intermediaries which are completely unregulated.

Capital markets

The Bangladesh Securities Exchange Commission (BSEC) is the primary regulator for all activities of the bourses and its members. The BSEC is a ‘Category A’ member of International Organisation of Securities Commission (IOSCO).

 With over 300 listed companies, the capital market of Bangladesh s considered to be one of the emerging markets in the context of the global financial system. The market has immense potential for the country’s industrialisation, development of infrastructure, in particular, and economic growth in general.

Bangladesh’s capital markets comprise the Dhaka Stock Exchange (DSE) and the Chittagong Stock Exchange (CSE), incorporated in 1954 and 1995, respectively. Some of main features of the market are as follows:

• Both Dhaka and Chittagong Stock Exchanges are members of South Asian Federation of Exchanges (SAFE), a forum in South Asia to promote the development of securities markets in the region

• Automated trading facilities have been available at both bourses since 1998

• The Central Depository Bangladesh Limited (CDBL) introduced its first electronic book entry in 2004 • Market intermediaries include 250 Trading Right Entitlement Certificate (TREC) holders of Dhaka Stock Exchange (DSE), 135 TREC holders of Chittagong Stock Exchange (CSE), 55 registered merchant banks, 17 asset management companies, and 10 custodians

Banking system

The banking system of Bangladesh consists of Bangladesh Bank (BB) as the Central Bank, six state owned commercial banks (SCB), two specialised banks (SDBs), 39 private commercial banks (PCBs) of which 31 are commercial PCBs, eight Islamic Sharia-based PCBs, nine foreign commercial banks (FCBs) and four non-scheduled banks.

Bangladesh Bank, as the central bank, has legal authority to supervise and regulate all banks and non-bank financial institutions. It performs the traditional central banking roles of note issuance and of being the banker to the government and banks. Given some broad policy goals and objectives, it formulates and implements monetary policy, manages foreign exchange reserves and implements prudential regulations and conducts monitoring thereof as they are applied to the entire banking system. Its prudential regulations include, among others: minimum capital requirements, limits on loan concentration and insider borrowing and guidelines for asset classification and income recognition. Bangladesh Bank has the power to impose penalties for non-compliance and also to intervene in the management of a bank if serious problems arise. It also has the delegated authority of issuing policy directives regarding the foreign exchange regime.

Under the financial sector reform program, a flexible interest policy was formulated. According to that, banks are free to charge/fix their deposit and lending rates, other than those related to export credit. Banks can differentiate interest rates up to three per cent. With progressive deregulation of interest rates, banks have been advised to announce the mid-rate of the limit (if any) for different sectors and the banks may charge interest 1.5 per cent more or less than the announced mid-rate on the basis of the comparative credit risk. Banks upload their deposit and lending interest rate to their respective website.

Insurance industry  

The insurance sector is regulated by the Insurance Act, 2010. The Insurance Development and Regulatory Authority (IDRA) was instituted on 26 January 2011 as the regulator of the insurance industry being empowered by Insurance Development and Regulatory Act, 2010 by replacing its predecessor, Chief Controller of Insurance. General insurance is provided by 45 companies and life insurance is provided by 30 companies. The industry is dominated by the two large, state-owned companies: SBC for general insurance and JBC for life insurance, which together command most of the total assets of the insurance sector

Investment management industry

Bangladesh’s asset management industry is very immature. Nevertheless, a stable economic outlook, political stability and growing population have attracted a number of global fund managers. The primary regulator for the industry is the BSEC which has, so far, licensed 17 asset management companies in the country. The asset management companies manage approximately BDT50 billion, comprising less than three per cent of the total market capitalisation. Asset management companies are authorised to act as issue and portfolio managers of the mutual funds which are issued under the SEC (Mutual Fund) Rules 2001.

Labour Law in Bangladesh

In Bangladesh, employment is regulated by the contractual agreement between employer and employee. Other than the contract, the Bangladesh Labour Act 2006 (as amended in 2013) and Bangladesh Labour Rules 2015 govern the employment of ‘workers’. ‘Worker’ is defined under Section 2(65) of the Bangladesh Labour Act 2006 to mean “any person including an apprentice employed in any establishment or industry, either directly or through a contractor in whatever name referred to, to do any skilled, unskilled, manual, technical, trade promotional or clerical work for hire or reward, whether the terms of employment be expressed or implied, but does not include a person employed mainly in a managerial or administrative, supervisory role or managerial capacity.” The main issues covered in the Act include:

• Conditions of service and employment

• Employment of adolescents

• Provisions relating to health, hygiene

• Employee welfare

• Working hours and leave

• Wages and payment

• Wages boards

• Workers compensation for injury by accident

• Trade union and industrial relations

• Disputes, labour court, labour appellate

• Tribunals, legal proceedings

• Workers participation in companies’ profits

• Regulation of employment and safety of dock workers

• Provident funds

• Apprenticeship

• Penalties and procedure

Moreover, as per the Bangladesh Labour Act 2006, organisations which do not fall within the scope of the Act, cannot have any employee rules, regulations and benefits less favourable than those provided under the Act. Under the Bangladesh Labour Act 2006, read with Bangladesh Labour Rules 2015, any contracting agency which, on contract, supplies workers to different organisations in different posts has to obtain a license from the Chief Inspector.

Employment contract In Bangladesh, a letter of appointment is mandatory in the absence of a written contract. The terms of the contract are binding between the employee and employer, providing they do not contravene the provisions of the Labour Act. Typically, the letter of appointment or written contract will include:

• Working hours

• Salary

• Role title

• Nature of work

• Working time and leave

• Procedures for dismissal

Minimum wage

Wages and benefits of public sector employees are, determined by the government on recommendation from the Pay Service Commission. For the private sector, in certain sectors such as for workers in trade and industry the government through the Minimum Wages Board fixes the minimum wages. Otherwise, there is no regulatory body for the private sector to determine the wages and benefits.

On 5 December 2013, the government of Bangladesh issued the Gazette on Minimum Wages which defined a new wage structure for the readymade garment (RMG) industry with an increase of the gross monthly minimum wage from BDT3,000 to BDT5,300. No increases have been announced since.

Working time and leave 

As per the Bangladesh Labour Act 2006 (amended in 2013), no adult shall ordinarily be required or allowed to work in an establishment for more than eight hours in any day and more than 48 hours in any week.

No women shall, without her consent, be allowed to work in an establishment between the hours of 10.00 PM and 6.00 AM. Consent must be given in a prescribed form, as per the Bangladesh Labour Rules 2015.

Where an employee works in an establishment on any day or week for more than the hours fixed under Bangladesh Labour Act 2006, he shall, in respect of overtime worked, be entitled to an allowance at the rate of twice his ordinary rate of basic wage and dearness allowance and ad-hoc or interim pay, if any

The Bangladesh Labour Act 2006 (as amended in 2013) stipulates that any worker employed in a shop, commercial establishment or industrial establishment is entitled to one and a half days of rest per working week. Those employed in a factory are entitled to one day. Those employed in an establishment which is a road transport service are entitled to 24 consecutive hours of rest in each working week. This should not have any effect on wage allowances.

Annual leave

As per Bangladesh Labour Act 2006 (amended in 2013), every adult, who has completed one year of continuous service in an establishment, shall be allowed fully paid annual leave calculated as follows:

• In the case of a shop or commercial or industrial establishment or factory or road transport service, one day for every 18 days of work

• In the case of a tea plantation, one day for every 22 days of work • In the case of a newspaper worker, one day for every 11 days of work

Healthcare and benefits

Large local and multinational companies typically provide employees with private health care, car facilities, subsidised meals and other fringe benefits. Employers must also pay compensation to employees who suffer a personal injury arising out of and in the course of his employment. Most of the companies in Bangladesh provide provident and gratuity benefits to permanent employees. Provident funds are generally built through the contribution of both the employees and employers. Provident funds for ‘workers’ within the meaning of the Bangladesh Labour Act 2006 have to be as per the requirements set out in the said Act.

Maternity benefit 

A woman is entitled to maternity leave of eight weeks before and eight weeks after the delivery provided she has worked with the employer for a minimum of six months prior to the delivery. No maternity benefit shall be payable to any woman if at the time of her confinement she has two or more surviving children. However, she will get leave if she is entitled to sick and/or annual leave. Thereafter, if further leave is required, the employer can grant further leave without pay. A government female employee is entitled to maternity leave of six months, twice during her job-life.

Probation

The maximum probationary period in Bangladesh is six months for workers operating in a role of a clerical nature and three months for other workers. The period of probation for skilled workers can be extended by an additional three months if it has not been possible to determine the quality of the work within the first three months.

Dismissal 

The termination of employment contracts can be done through discretionary termination, discharge, disciplinary termination or collective redundancies. Typically, to terminate a permanent employment contract unilaterally, a period of notice must be given. The employer must give 120 days’ notice, while the employee is required to give only 60 days’ notice. The period is shortened for temporary workers, whereby both employee and employer must only give 30 days’ notice.

Notice does not need to be given in the case of disciplinary termination on the basis of conviction for a criminal offence. For other disciplinary reasons, eg theft, fraud, habitual late attendance, negligent work or disorderly behaviour, the employee is given seven days to justify his misconduct. If the employee is unsuccessful in this, the employer is then obliged to call a hearing to determine whether the employee should be dismissed.

Social security 

Employees in Bangladesh are not obliged to contribute towards any social security funds. Companies satisfying the criteria set out in the Bangladesh Labour Act 2006 (as amended in 2013) must pay five per cent of their profits into a Workers Profit Participation Fund which is provided to all employees except those who are the owner, partner or directors who have been in employment with the said employer for a minimum of nine months.

Employment of non-resident :

Non-residents require a work permit to take up employment contracts in Bangladesh. This is subject to a number of conditions. Only residents of countries specified by the Bangladesh government can apply for work permits. Furthermore, employers cannot employ expatriates if there is a local expert available for the position. The number of expatriate employees in an industrial enterprise should not exceed 1:20 (foreign: local) ratio at any time during regular production. The ratio for commercial offices is 1:5 (foreign: local).

Prospective employers Prospective employers must be registered with the appropriate authorities (BOI) before they can employ expatriates. An initial work permit can be obtained for two years; this may be extended as reviewed by the relevant authorities.

To obtain a work permit, the prospective employer must file an application with the Board of Investment for an E-visa recommendation. Once received, the Bangladesh Embassy provides the employee with an e-visa which lasts three months. Once the individual arrives in Bangladesh, the employer must apply to the BOI for the work permit on behalf of the expatriate. This application will be filed alongside a number of documents, including: copy of the employer’s incorporation certificate, board resolution for the position of employment, contract, a copy of the advertisement for local recruitment and an encashment certificate of inward remittance of a minimum of USD50,000.

Trade unions

The Bangladesh Labour Act 2006 (amended in 2013) contains a number of provisions regarding the establishment of trade unions. Employees have the right to join and form a trade union primarily for the purpose of regulating the relations between employees and employers or between employees themselves. Employers shall have the right to form a trade union to regulate the relations between employers and workers or between employers. They are also free to join any trade unions of their choice.

Trade unions of employees and employers shall have the right to form and join federations and any such union and federation shall have the right to affiliate with any international organisation and confederation of employees’ or employers’ organisation.

Trade unions and employers’ associations shall have the right to draw up their constitutions and rules, to elect their representatives in full freedom, to organise their administration and activities and to formulate their programmes.

An application for the registration of a trade union shall be made to the Registrar of Trade Unions of the relevant area. A trade union of workers shall not be entitled to registration unless it has a minimum membership of 30 per cent of the total number of employees working in the establishment in which it is formed.

Overview of Corporate Income tax

Corporate Income Tax (CIT) 

Income tax in Bangladesh is administered under the Income Tax Ordinance, 1984 and the Income Tax Rules, 1984, as well as notifications made under said Ordinance.

Scope :

For the purposes of CIT, no major distinction is made between foreign owned companies and Bangladeshi-owned companies; although some companies may qualify for certain tax incentives depending on the nature of their business. Companies incorporated in Bangladesh and foreign companies registered in Bangladesh (eg branch offices) are tax resident. Tax resident businesses are taxed on their worldwide income, subject to International Financial Reporting Standards and any double taxation avoidance agreements that may be in place. Non-tax resident businesses are subject to tax on any income accrued in Bangladesh.

Capital gains

Every company is liable to pay tax at the rate of 15 per cent on the capital gains derived from transfer of capital assets and at 10 per cent on the capital gain derived from the transfer of shares of listed company.

Groups

Bangladesh tax laws do not specifically address the issue relating to tax on group consolidation. In practice, the members of a group are taxed separately.

Thin capitalisation 

All foreign borrowing by private sector industrial enterprises requires permission from the Board of Investment. Approval is subject to the fulfilment of a number of conditions namely:

• The debt-to-equity ratio must be within 70:30; this may vary as determined by BOI

• The fund cannot be used exclusively as working capital.

Losses

The Income Tax Ordinance 1984 provides for the offsetting of losses and carrying forward of losses under the relevant categories of income. Losses can be carried forward for six years. Unabsorbed depreciation can be carried forward for an unlimited time period.

Dividend income

Dividends paid to shareholders are subject to withholding taxes at the following rates:

• Resident/non-resident Bangladeshi company: 20 per cent

• Resident/non-resident Bangladeshi individual:10 or 15 per cent (subject to having twelve digit TIN)

• Non-resident non-Bangladeshi individual: 30 per cent

The rate of deduction of tax at source from the remittance of dividends to foreign investors is determined upon the consideration of the provisions of the applicable double taxation avoidance agreement. Tax credits are available regarding tax deducted at source.

Withholding tax 

Interest payments are subject to a withholding tax at a rate of 20 per cent if paid to non-residents; the rates for companies are listed above. Intellectual property royalties payable to non-residents are subject to a withholding tax at a rate of 20 per cent; this is the final tax settlement.

Administration

A company is obliged to submit an annual income tax return by 15 July following the income year or, where 15 July falls before the expiry of six months from the end of the income year, before the expiry of such six months.

Controlled foreign companies 

The profits of a foreign subsidiary are not required to be imputed to a parent company that is tax resident in Bangladesh.

Transfer pricing

The transfer pricing regulations in Bangladesh were enacted on 1 July 2014 by the Finance Act, 2014. Under these regulations, the pricing of any income or expense arising from international transactions between associated enterprises will need to be determined with regard to the arm’s length price principle applying the appropriate method(s) prescribed in Section 107C of the Income Tax Ordinance, 1984.

The most appropriate method or methods will be selected from the prescribed methods on the basis of the nature of transaction, the availability of reliable information, functions performed, assets employed, risks assumed or such other factors as may be prescribed. Every person who has entered into an international transaction shall provide, along with the annual income tax return, a statement of international transactions in the form and manner as may be prescribed. The statement of international transactions, to be provided under section 107EE of the Income Tax Ordinance, 1984, shall be in the form specified in Rule 75A of the Income Tax Rules, 1984, and signed and verified by the person responsible for signing the return of income under Section 75 of the Income Tax Ordinance, 1984.

Tax incentives 

The following tax incentives are available for companies:

• Newly established industrial undertakings and physical infrastructure facilities set up between the periods of July 2011 to June 2019 will enjoy exemption from tax at varying rates for certain periods

• Industrial undertakings engaged in the manufacturing of goods, not eligible for a tax holiday, set up between the periods of July 2014 to June 2019 outside the territory of City Corporation will enjoy exemption from tax at varying rates for certain periods

• Accelerated depreciation on the cost of machinery and plant is admissible for new industrial undertakings, set up between the periods of July 2014 to June 2019, in the first three years of commercial production at 50, 30 and 20 per cent respectively

• Exemption on income derived on the export of handicrafts for the period from July 2008 to June 2019

• 50 per cent exemption on income derived from export business

• Exemption on income derived from Information Technology Enabled Services or software development or Nationwide Telecommunication Transmission Network until 30 June 2024

• Exemption on income of Private Power Generation Companies

• Initial depreciation in addition to normal depreciation where any building has been newly constructed or any machinery or plant has been installed in Bangladesh after the thirtieth day of June, 2002

• Reduced tax rates are applicable for specific types of business and certain areas subject to conditions set forth in the relevant provisions of laws

• Rebate on the amount spent to perform specified CSR activities

• Avoidance of double taxation on the basis of bilateral Double Taxation Avoidance Agreements

How to Start Business in Bangladesh

To establish a company in Bangladesh, the promoters must register with the Registrar of Joint Companies & Firms (RJSC&F). The following documents must be registered:

• Name Clearance: this involves submitting an application to the office of RJSC&F through the website alongside the applicable fees. The name cannot match or closely resemble any other name already taken

• Memorandum and Articles of Association: the Memorandum and Articles of Association must be prepared and submitted, alongside a scanned copy of the encashment certificate received from a local bank. A registration fee must also be paid to the designated bank

• Registration: the promoters of the new entity (having name clearance) apply for registration with necessary documents, prescribed forms & fees as appropriate to the type of entity with the office of the RJSC&F.

• Certificate of Incorporation: RJSC&F issues a Certificate of Incorporation upon satisfaction that the promoters submitted the above mentioned documents properly.

Following registration, companies must also obtain the following before commencing business:

• Trade License from City Corporation/Municipality/ Union Council (Local Government Bodies)

• Taxpayer’s Identification Number (Twelve Digit TIN)

• VAT Registration (in the cases where applicable) • Import Registration Certificate (in the case of business related to import)

• Export Registration Certificate (in the case of business related to export)

• License/Permission from the authorities according to the nature of business/profession

• Bank account

• Membership of trade body

Foreign investors will also need to register with the Board of Investment. This comprises submitting an application form, alongside the MOA/AOA, attested copies of deed/documents in support of project land, background of the promoters, a project profile (if the total project cost exceeds BDT100 million) and a fee. Further information may also be required if the project is financed by a loan.

After receiving the application duly filled in, signed and with the required documents enclosed, the BOI reviews the application and, if found suitable, the registration certificate is issued. BOI registration makes the industrial unit eligible for all the incentives and facilities provided by the Government of Bangladesh.

Capital requirement 

Companies do not have any minimum capital requirements unless they appoint expatriates as employees. In this case, the minimum capital requirement is USD 50,000.

Constitution 

The constitution of the company is set out in the Memorandum of Association (MOA) and Articles of Association (AOA). The MOA states the name of the company, whether it is public, private or limited and the location of the registered office.

The MOA should clearly spell out the main objectives, the authorised capital, the divisions of this capital into shares of fixed amount and liability of its members. The AOA are the regulations governing the internal management of the affairs of the company and the conduct of its business. These articles are subordinate to and controlled by the MOA.

Management 

The business of a company is managed by the Board of Directors. The company may appoint or employ any individual as its Managing Director for a term not exceeding five years at a time. The business and all other affairs of the company are managed by the Managing Director who is in turn supervised by the Board of Directors. The Board of Directors may elect a Chairman and decide his/her tenure of service and his/ her function. The Chairman shall preside all the meetings of the Board of Directors and other meeting(s) whether an Annual or Extra-Ordinary General Meeting of the Company. The Chairman and the managing director shall not be the same person.

Filing requirements:

Companies must file annual reports and directors notes alongside audited accounts within 21 days of the annual general meeting. Other statutory returns may be required, eg tax and VAT returns.

Partnerships 

A Partnership can be established with at least two and no more than 20 persons, with the aim of making and sharing profits among themselves. An organisation can emerge as an aftereffect of an agreement or contract, communicated or inferred between the partners. In Bangladesh, a partnership firm is to be structured under the provisions of the Partnership Act 1932.  Under the Partnership Act 1932, the deed of partnership does not need to be registered. Furthermore, the enrolment of such firm is not legally required. However, once registered, a partnership firm may receive some legitimate rights and facilities.

Business Entities of Bangladesh

Any foreign company or individual wanting to do business in Bangladesh will need to decide under which form they want to operate. The various business entities available in Bangladesh are described below. It is important to note that those that do not create a legal entity in Bangladesh in order to carry business in the country might still be subject to certain limitations and obligations under state law. Companies wanting to provide goods or services in Bangladesh need to carefully assess whether their activities establish a presence in Bangladesh which might make them liable to pay taxes in the country and oblige them to make public filings.

As per the relevant publications of the Board of Investment (BOI), local investors may setup a business under several organisational structures such as sole proprietorship, partnership and limited company. In the case of a foreign investor, only a limited company may be established.

Companies limited by shares 

Business in Bangladesh may be led by an organisation framed and incorporated locally or by an organisation incorporated abroad, however enrolled in Bangladesh. The incorporation or enrolment is carried out by the Registrar of Joint Stock Companies and Firms (RJSC) under the provisions of the Companies Act 1994. The following corporate forms are available:

• Company Limited by Shares 
– Private Limited Company
– Public Limited Company

• Company Limited by Guarantees

• Unlimited Company

Private Limited Company::

The main characteristics of a Private Limited Company are:

• Restricts the rights to transfer the shares

• Limits the number of its members to minimum two and maximum 50 excluding the persons employed in the company

• Prohibits any invitation to the public to subscribe for the shares or debentures of the company and
is entitled to commence business from the date of its incorporation.

Public Limited Company:

A Private Limited Company may be converted into a Public Limited Company or a company can be incorporated as Public Limited Company.

Public limited company can be of two types:

 i) listed and

ii) unlisted The main characteristics of a Public Limited Company are:

• May issue invitation to the members of the public to subscribe the shares and debentures of the company through a prospectus which complies with the requirements of the Companies Act, 1994, Has a minimum of seven members with no maximum limit

• Has at least three directors

• Shall not commence any business until obtaining the Certificate of Commencement of Business

For listed public limited companies (which are listed with BSEC for trading shares in public), in addition to the above, they must also comply with the requirements of the Securities and Exchange Ordinance 1969 and the Securities and Exchange Commission Act 1993.

What is Foreign Investment

Foreign investments can be made by individuals, but are most often endeavors pursued by companies and corporations with substantial assets looking to expand their reach. As globalization increases, more and more companies have branches in countries around the world. For some companies, opening new manufacturing and production plants in a different country is attractive because of the opportunities for cheaper production, labor and lower or fewer taxes.

Direct vs Indirect Foreign Investments

Foreign investments can be classified in one of two ways: direct and indirect. Foreign direct investments (FDIs) are the physical investments and purchases made by a company in a foreign country, typically by opening plants and buying buildings, machines, factories and other equipment in the foreign country. These types of investments find a far greater deal of favor, as they are generally considered long-term investments and help bolster the foreign country’s economy.

Foreign indirect investments involve corporations, financial institutions and private investors buying stakes or positions in foreign companies that trade on a foreign stock exchange. In general, this form of foreign investment is less favorable, as the domestic company can easily sell off their investment very quickly, sometimes within days of the purchase. This type of investment is also sometimes referred to as a foreign portfolio investment (FPI). Indirect investments include not only equity instruments such as stocks, but also debt instruments such as bonds.

Other Types of Foreign Investment

There are two additional types of foreign investments to be considered: commercial loans and official flows. Commercial loans are typically in the form of bank loans that are issued by a domestic bank to businesses in foreign countries or the governments of those countries. Official flows is a general term that refers to different forms of developmental assistance that developed or developing nations are given by a domestic country.

Commercial loans, up until the 1980s, were the largest source of foreign investment throughout developing countries and emerging markets. Following this period, commercial loan investments plateaued, and direct investments and portfolio investments increased significantly around the globe.