Wednesday, November 27, 2013

How Foreign Entity start business in Sri Lanka

S & F CONSULTING FIRM LIMITED is an international business consultancy firm. It offers lower cost & high quality service for the clients.
Contact information: 

Email: contact@sfconsultingbd.com
Mobile: +880 01790220729 or, +880 01790220728
Corporate Office, Dhaka, Bangladesh

     Service area:
  1. Foreign company registration ( 100 % foreign owned share, Joint Venture, Branch/ Liason / Virtual office)
  2. Legal
  3. Accounts Audit
  4. Income Tax
  5. Company Secretarial
We are all Countries of Asia





Branch Office establishment in Sri Lanka:
A Company incorporated outside Sri Lank, which establishes a place of business within Sri Lank need to seek registration with the Registrar of Companies within one month of the establishment of the place of business. Generally approval from the relevant ministry would be required before the registration can be completed
Such a company has the same powers to hold lands in Sri Lanka as if it was a company incorporated in Sri Lanka.
Liaison /Representative Office

A Foreign company may have a Liaison office in Sri Lanka for following purpose:-

• Marketing intelligence, planning and coordinating business promotion activities;
• Technical support and quality control;
• Sourcing of raw material and manufactured products;
• Not to engage in any import, export, trade or investment in Sri Lanka. 

Application is generally directed to Ministry of Finance.


Holding & Subsidiary Company:

A company is deemed to be a subsidiary of another company if:
• the other company holds more than half of the nominal value of its equity share capital; or
• is a member of it and controls the composition of its board of directors.
A company is a Holding Company of another company if that other company is its subsidiary


Board of Investment

The Principle law applicable to foreign investment is Board of Investment law No. 4 of 1978 (BOI Act). Board of Investment of Sri Lanka is a major body, which approves foreign investments under Board of Investment law. The Board of Investment is structured to function as a central facilitation point for investors.
The BOI Act provides for two types of investment approvals.
Under Section 17 of the Act, the BOI is empowered to grant special concessions to companies satisfying specific eligibility criteria which are designed to meet strategic economic objectives of the government. The mechanism through which such concessions are granted is the Agreement which modifies, exempts and waives identified laws in keeping with the BOI Regulations. These laws include Inland Revenue, Customs, Exchange Control and Import Control.
Approval under Section 16 of the BOI Act permits foreign investment entry to operate only under the 'normal laws' of the country; that is, for such enterprises, the provisions of the Inland Revenue, Customs and Exchange Control Laws shall apply.
For the purpose of granting approvals and incentives, companies incorporated under the Companies Act are treated equally regardless of whether the shareholding is controlled by nationals or non-nationals.
Significantly, when an agreement is signed with the Board of Investment, the specific incentives granted to an eligible company remain valid for the life of the enterprise. The provision and the spirit of the agreement can not be changed by successive governments.

Applicable Taxes for Foreign Companies:

Income Tax:
The existing income tax in Sri Lanka is based on the Inland Revenue Act, No. 38 of 2000. An year of assessment is a period of twelve months from the 1st of April of an year to the 31st of March of the immediately succeeding year.
Company income tax is made up of a tax on corporate income and tax on dividend is 15 % of the gross dividends declared by the company. Generally, companies are liable to income tax on its taxable income at the rate of 35 per centum.
If a resident company pays dividend consisting of a qualifying distribution, it is required to pay advance company tax. A credit is given for this advance company tax paid, against company’s final tax liability.


How Foreign Entity start business in Pakistan

S & F CONSULTING FIRM LIMITED is an international business consultancy firm. It offers lower cost & high quality service for the clients.
Contact information: 

Email: contact@sfconsultingbd.com
Mobile: +880 01790220729 or, +880 01790220728
Corporate Office, Dhaka, Bangladesh

Service area:
  1. Foreign company registration ( 100 % foreign owned share, Joint Venture, Branch/ Liason / Virtual office)
  2. Legal
  3. Accounts Audit
  4. Income Tax
  5. Company Secretarial
We are all Countries of Asia


Required Documents
§ A foreign company incorporated outside Pakistan, is required to submit the following documents to the concerned agencies within 30 days of establishing presence in Pakistan:
§ A certified copy of the charter, statute or Memorandum and Articles of the company, in English or Urdu, accompanied by prescribed Form 38
§ Address of the registered or principal office of the company on Form 39
§ A list of Directors, the Chief Executive and Secretaries (if any) of the company on Form 40
§ Particulars of the principal officer of the company in Pakistan on Form 41
§ Particulars of person (s) resident in Pakistan authorized to accept services on behalf of the foreign company on Form 42
§ Address of the principal place of business in Pakistan of the foreign company on Form 43 (Section 451)
§ Any change or alteration in particulars stated at serial No. 1 to 6 above is required to be filed on Form 44 with the registrar concerned within 30 days of such change or alteration (section 452).

Foreign company is required to file annually with the registrar concerned annual accounts in respect of its operations within Pakistan as well as its global accounts together with the list of Pakistani members and debenture holders and particulars of places of business of the company in Pakistan within the prescribed period (Section 453).

Foreign company is required to give notice on Form 46 to the registrar concerned at least 30 days before it intends to cease to have a place of business in Pakistan and to publish a notice of such intention at least in two daily newspapers circulating in the province or provinces in which such place or places of business are situate.



ESTABLISHMENT OF BRANCH OFFICE AND LIAISON OFFICE
BY FOREIGN COMPANIES IN PAKSITAN

Board of Investment (BOI) grants permission to foreign companies to open their Branch Office and Liaison Office in Pakistan.

BOI (Islamabad & Karachi Offices) have issued 551 permissions during 2007-2010 in respect of opening/extension of Branch and Liaison Offices in Pakistan. 

Branch Office:
Branch Office is established by a foreign company to fulfill its contractual obligations with the public or private sector in Pakistan. Their activity will be restricted to the work mentioned in the agreement / contract signed. However they cannot indulge in commercial / trading activities.
Liaison Office:
Liaison Office is established by a foreign company for promotion of products(s), provision of technical advice & assistance, exploring the possibility of Joint Collaboration and export promotion. However, they can not undertake any commercial / trading activities.
The request for opening of Branch office or  Liaison Office is processed and finalized within 6-8 weeks time, provided that the company fulfills all requirements and concerned quarters have no objection. The permission is issued for a period of 3-5 years, further renewable on submission of performance report with regard to Liaison Office and up to the completion of valid contract/agreement period in case of Branch Office. 


PROCEDURE


Step-1 : To download Application Form and send along with six sets of following documents:

i.     Application Form (duly filled in and signed with stamp)
ii.    Copy of registration of the foreign company duly attested by respective Pakistani Embassy;
iii.   Copy of Articles and Memorandum of Association duly attested by Respective Pakistan Mission;
iv.    Copy of Resolution / Authority letter of the company to establish Branch / Liaison Office in Pakistan;
v.     Copy of contract / agreement (in case of Branch Office Only)
vi.    Company Profile; and
vii.   Designated person authorized to act on behalf of the company

Opening of Branch and Liaison Office processing fee is as follows:
-    Opening of Branch Office                                    Charges per annum

i.    Regular Permission (initial registration           US $ 3000
      for a period of one year.
ii.    Renewal Charges for each year                       US $ 1000
       (1-5 years renewal based on the request
        of the company)
-    Opening of Liaison Office                                   Charges per annum
iii    Regular Permission (initial registration         US $ 2000
       for a period of one year.
iv.    Renewal Charges for each year                      US $ 500
        (1-5 years renewal based on the request
         of the company)

The amount is also acceptable equal in Pakistani rupees and shall be deposited in the Board of Investment PLS Account No. 44991-2 being maintained with National Bank of Pakistan, Main Branch, Civic Centre, Islamabad.

Step-2 :

On receipt of complete documents, BOI examines the documents and circulate the request to all concerned quarters for their views / comments.

Step-3 :
Having received clearances from all concerned quarters / agencies, BOI grants permission to foreign company to open their Branch / Liaison office in Pakistan.


A foreign company, i.e. a company incorporated outside Pakistan, is required to deliver following documents to the concerned Registrar within 30 days of the establishment of its place of business in Pakistan:
  1. A certified copy of charter, statute or Memorandum and Articles of Association of the company in the English or Urdu language accompanied by prescribed Form 38
  2. Address of the registered or principal office of the company (on Form 39)
  3. A list of Directors, the Chief Executive and Secretaries (if any) the company (on Form 40)
  4. Particulars of the principal officer of the company in Pakistan (on Form 41)
  5. Particulars of person (s) resident in Pakistan authorized to accept services on behalf of the foreign company (on Form 42)
  6. Address of the principal place of business in Pakistan of the foreign company on Form 43 (Section 451).

  1. Foreign companies that intend to undertake export activities in Pakistan will be registered immediately on production of valid documents
  2. Permission to companies engaged in contractual obligations of contracts with public sector entities will be granted on production of valid document without circulation to government departments. Visit the Board of Investment (BOI) web site (http://www.pakboi.gov.pk) for the application corm and the required documents.
  3. Permission for opening a liaison office by a foreign company to promote products and services will be granted by the BOI in consultation with the concerned agencies
  4. Companies that wish to open their branch/liaison or representative offices in Pakistan may apply to BOI for permission on prescribed form. The BOI process and decide such cases within a period of 6 to 8 weeks.
  5. Details on the required documentation, etc. are available at all offices of the BOI. A specimen of the application for permission to establish branch/liaison offices by foreign companies can be obtained form the BOI website (http://www.pakboi.gov.pk)
  6. Permission for opening of branch/liaison offices may be granted by the BOI for a period of 3 to 5 years. Further extensions will be granted after reviewing the past performance of the foreign companies. Request for renewal will be processed by the BOI within two weeks.

How Foreign Entity start business in Maldives

S & F CONSULTING FIRM LIMITED is an international business consultancy firm. It offers lower cost & high quality service for the clients.
Contact information: 

Email: contact@sfconsultingbd.com
Mobile: +880 01790220729 or, +880 01790220728
Corporate Office, Dhaka, Bangladesh

Service area:
  1. Foreign company registration ( 100 % foreign owned share, Joint Venture, Branch/ Liason / Virtual office)
  2. Legal
  3. Accounts Audit
  4. Income Tax
  5. Company Secretarial
We are all Countries of Asia




Foreign investors may choose, either to set up an investment wholly owned by foreigners or form joint ventures with Maldivian Nationals or companies registered in the Maldives. As such foreign investments may enter the Maldives under the following
OPTION 1
Registering a joint venture investments whose ownership of 51% or more is held by a Maldivian  or wholly owned Maldivian entities incorporated in the Maldives.
OPTION 2
Registering investments whose ownership of 51% or whole held by foreigners or entities incorporated outside of the Maldives.
COST OF DOING BUSINESS
The following fees are to be paid to the Registrar of Companies
at the time of incorporation of a Company in the Maldives.
1. Annual fee USD 156 (approx)
2. Stamp fee USD 39 (approx)
3. Company registration fee; depends on the authorized registration fee capital of the Company (Minimum authorized
capital of USD 156 [approx.] is required by Law)
4. All foreign investments incur an administrative fee of USD
2,000.
Cost of re-registering a Company in the Maldives - Re-registering a Company resident overseas in the Maldives is free.
Foreign investment entities whose ownership is at least 51 percent held by Maldivians or wholly owned Maldivian entities incorporated in the Maldives, are required to pay an annual royalty equivalent to 1.5 percent of Gross Turnover or 7.5 percent
of Net Profit, whichever is greater
Foreign investment entities, in which, less than  51 percent of the ownership is held by Maldivians  or wholly owned Maldivian entities incorporated  in the Maldives, are required to pay an annual  royalty equivalent to 3 percent of Gross Turnover or 15 percent of Net Profit, whichever is greater.

INCENTIVES TO FOREIGN INVESTORS
• Right to100%foreign ownership
• Legally backed investment guarantee
• Provision for overseas arbitration of disputes
• Long term contractual agreements and long term lease of land
• Freedom to use foreign managerial, technical and unskilled
workers.
• No foreign exchange restrictions.
• No restrictions on the repatriations of earnings or profits



How Foreign Entity start business in Bhutan

S & F CONSULTING FIRM LIMITED is an international business consultancy firm. It offers lower cost & high quality service for the clients.
Contact information: 

Email: contact@sfconsultingbd.com
Mobile: +880 01790220729 or, +880 01790220728
Corporate Office, Dhaka, Bangladesh

Service area:
  1. Foreign company registration ( 100 % foreign owned share, Joint Venture, Branch/ Liason / Virtual office)
  2. Legal
  3. Accounts Audit
  4. Income Tax
  5. Company Secretarial

We are all Countries of Asia




Obtain a business license from the Regional Trade and Industry Office of the Ministry of Economic Affairs 

To apply for the license, the following documents must be submitted: 
1- Application Form for Industrial License (Form III) 
2- Citizenship ID Card
3- Sector Clearance (depending on activity)
4- Location Clearance obtained from the Thimphu City Corporation (Dzongkhag or Thromde)
5- Valid Security Clearance Certificate
6- Two recent passport size photographs 
7- Project Approval from the Department of Cottage & Small Industry for cottage and small industries and from the Department of industry for medium and large scale industries. 

License fees are as follows: 
- For cottage scale industries: BTN 1,600 
- For small scale industries: BTN 3,100 
- For medium scale industries: BTN 6,100 
- For large scale industries: BTN 12,100

Since July 1, 2005, applications forms for trade and industrial licenses can be downloaded from the Ministry of Trade and Industry’s website (www.mti.gov.bt). Photocopies of application forms are accepted. 
2 daysBTN 3,1005Register for taxes and obtain the Business Identifier Code (BIC) Number 

Every company must register for corporate income tax. A Business Identification Code (BIC) is then assigned to the company. This BIC number must be presented to participate in public tenders and works. 
1 - 3 daysno charge6Make a company seal 

Companies must have a seal within 1 year of incorporation. This is verified by the Registrar during the annual inspection. 
1 dayBetween BTN 500 and BTN 1,200* 7Open a bank account 

Under the Company Act 2000, a company bank account must be opened within a month of incorporation. 
1 day (simultaneously with previous procedure)no charge* 8File proof of opening a company bank account at the Office of the Registrar 


1 day (simultaneously with previous procedure)no charge

INCORPORATION OF A COMPANY AND MATTERS INCIDENTAL
THERETO

General Provisions
Mode of Incorporation
(1) Any two or more persons, associated for any lawful purpose may, by subscribing their names to the Articles and otherwise complying with the provisions of this Act in respect of incorporation, form an incorporated company having the liability of its shareholders limited by the Articles to the amount, if any, unpaid on the shares held by them.
(2) The requirement of a minimum number of persons shall not be applicable in caseof Government Companies.
(3) In case of a wholly owned subsidiary, the shares may be subscribed by the
holding company and its nominees for and on behalf of the holding company.
(4) No company shall be incorporated with a name which, in the opinion of the
Registrar, is undesirable or is identical with, or too nearly resembles the name by which a company in existence has been previously registered.
(5) The promoters shall, before filing documents for registration, obtain clearance of the proposed name of the company from the Registrar.
Requirements with respect to Articles
(1) The Articles of every company shall state -
(a) the name of the company with “Limited” as the last word of the name in case
of a public limited company and with “Private Limited” as the last words of
the name in case of a private limited company;
(b) the place where the registered office of the company will be situated;
(c) the objects of the company comprising:
(i) the main objects to be pursued by the company on its incorporation;
(ii) objects incidental or ancillary to the attainment of the main objects; and
(iii) other objects of the company.
(d) the liability of its shareholders is limited
(e) the authorised share capital of the company
(f) the regulations of the company 7
(g) the subscription to the effect that each subscriber agreed to take the number of equity shares in the capital of the company as stated therein.
(2) The Articles of a company shall be in the form set out in Schedule I or as nearthereto as circumstances admit.
(3) A private or a Government company may adopt all or any of the regulations
contained in Schedule I as admissible under the Act.
(4) The Articles shall be printed, whether by letter press or in lithograph or by any electronic means, divided into paragraphs, numbered consecutively, and be signedby each subscriber, who shall add his name, description, address and occupation,if any, in the presence of at least one witness who shall likewise add his name, description, address and occupation, if any.
Registration of Company
(1) There shall be presented for registration to the Registrar -
(a) Articles of Incorporation
(b) Names and addresses of first directors and the Chief Executive Officer(c) Consent to act as directors by the first directors in the form set out in Schedule II.
(d) A declaration by one or more of directors that all the requirements of this Act have been complied with in respect of registration, in the form set out in Schedule III.
(2) The aforesaid documents shall be accompanied by registration fees as prescribed in Schedule IV.
(3) If the Registrar is satisfied that all requirements have been complied with by the company and it is authorized to be registered under this Act, he shall issue the Certificate of Incorporation in the form set out in Schedule V.
(4) From the date of incorporation mentioned in the Certificate of Incorporation, the company shall be a body corporate capable forthwith of exercising all the powers and functions of an incorporated company having perpetual succession and common seal with limited liability of its shareholders, including but not limited to the right:
(a) to carry on its business as per its objects under the Articles;
(b) to sue or to be sued;
(c) to buy, hold, sell or transfer property and assets of the company;
(d) to execute, endorse or deal with deeds, negotiable instruments, bills of exchange or promissory note;
(e) to enter into contract with any person.
(5) Where an activity is undertaken by the company which is ultra vires its Articles, apart from punishment under the Act, all its directors shall be jointly and severally liable for the loss, if any, sustained by the company in this behalf.
(6) A Certificate of Incorporation issued by the Registrar shall be conclusive evidence
that all the requirements of this Act have been complied with respect to registration and the Articles shall bind the company and the shareholders.
Penalty for improper use of words “Limited” and “Private Limited”
If any person or persons trade or carry on business under any name of which the word “Limited” or the words “Private Limited” forms a part, the Registrar may impose on that person or each of those persons, unless duly incorporated under this Act, a fine which,may extend to Nu. 1000 and a further fine upto Nu. 50 per day till the default is rectified.
Alteration of Articles
A company shall not alter any provision contained in the Articles except with the approval of the company by special resolution and approval of the Registrar on payment of fee prescribed in Schedule IV.
Change of name
(1) Subject to sub-section (3) of section 3 and section 7, a company may change its name and the Registrar shall issue a fresh Certificate of Incorporation with the changed name in the form set out in Schedule V and shall also make necessary alteration in the Articles of the company.
(2) The change of name shall not affect any rights or obligations of the company, or render defective any legal proceedings by or against it; and any legal proceeding which might have continued or commenced by or against the company by its former name may be continued by or against the company by its new name.
Increase or consolidation of share capital or conversion of shares into stock, etc.
(1) If a company having a share capital has -
(a) increased its share capital beyond the authorised share capital;
(b) consolidated and divided its share capital into shares of larger amount than its existing shares;
(c) converted any shares into stock;
(d) re-converted any stock into shares;
(e) sub-divided its shares or any of them;
(f) redeemed any redeemable preference shares; or
(g) cancelled any shares, otherwise than in connection with a reduction of share
capital under section 10 ;
the company shall within thirty days after doing so, file certified copy of the ordinary resolution passed in the general meeting in this behalf with the Registrar, accompanied by the fee prescribed in Schedule IV who shall thereupon record the resolution and make any alterations which may be necessary in the Articles of the company.