Company Formation in Bangladesh - Part VI
Amending Your BOI Registration
June 1, 2009

(For an index of all of my Company Formation in Bangladesh blogs, click here: Forming a Company in Bangladesh)

On the back of my Bangladesh Board of Investment (BOI) registration letter it says that I need to get prior permission from the Board of Investment to change anything material about my company, including the ownership. Since I will be selling shares to raise equity for my resort, I went to the BOI yesterday to find out what the procedure for that is. Apparently I don't need approval before I change the ownership, I just need to file for a registration ammendment.

When I first registered my company, my sister and I were the only two owners, so I had to register the company as a 100% foreign-owned. Some of my investors will be Bangladeshis, however, so I now need to change the type of company to a joint venture company.

In order to ammend my BOI registration I need to submit the following to Deputy Director Jebun Nessa:

• Cover Letter - addressed to the director (Mamdood Alamgir) requesting a registration amendment
• Revised Form 117 or Form 12 from the Joint Stock Registrar - this should list the old/ existing owners and the new owners
• Joint Venture Agreement with Stamp - this should be between the original person and the new person. Needs to outline who gets how many shares as a percentage and what the roles of the new investors will be (i.e. shareholder, board member, etc.)
• Particulars of the Shareholders - chart of all of the shareholders that includes: name, address, designation (i.e. "shareholder" or "managing director"), nationality, and equity percentage
• Decision of the Board of Directors - minutes with date outlining the decision to change the ownership from 100% foreign owned to joint venture which includes the names of the new shareholders, position, etc.
• Amendment Fee of 1,000 Tk - needs to be a pay order or bank draft made out to: "Executive Chairman and Member Secretary BOI"
• Passport Copies - of all of the new shareholders. She said this was optional, but I think it is better to submit it; probably just the first page with the photos and particulars is sufficient.
• Copy of the Original BOI Registration Letter - she didn't mention this, but I think that it would facilitate them finding your file. (I would staple it to the back of the cover letter.)