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:
- Foreign company registration ( 100 % foreign owned share, Joint Venture, Branch/ Liason / Virtual office)
- Legal
- Accounts Audit
- Income Tax
- Company Secretarial
We are all Countries of Asia
Afghanistan, Armenia, Azerbaijan, Bahrain, Bangladesh, Bhutan, Brunei, Burma (Myanmar), Cambodia, China, Georgia, Hong Kong, India, Indonesia, Iran, Iraq, Israel, Japan, Jordan, Kazakhstan, Korea, North, Korea, South, Kuwait, Kyrgyzstan, Laos, Lebanon, Malaysia, Maldives, Mongolia, Myanmar, Nepal, Oman, Pakistan, Philippines, Qatar, Russia, Saudi Arabia, Singapore, Sri Lanka, Syria, Taiwan, Tajikistan, Thailand, Turkey, Turkmenistan, United Arab Emirates, Uzbekistan, Vietnam, Yemen
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
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
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.
(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.
(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.
(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.
(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.
(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.
(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.
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