OFFICIAL GUIDE TO SHIP & YACHT REGISTRIES

Bangladesh

Shipowner Eligibility 

Individuals or companies may register a ship in Bangladesh. Ownership of a Bangladeshi ship shall be divided into ten shares. Subject to the provisions of the Ordinance with respect to joint owners or owners by transmission, not more than ten persons shall be entitled to be registered at the same time as owners of any one ship; but this clause shall not affect the beneficial interest of any number of persons represented by or claiming under or through any registered owner or joint owner. A person shall not be entitled to be registered as the owner of a fractional part of a share in a ship, but a number of persons not exceeding four may be registered as the joint owners of a ship or any share or shares therein. Joint owners shall be considered as constituting one person and shall not be entitled to dispose severally of any interest in a ship or any share therein in respect of which they are registered.

A Bangladesh ship is defined by law as any of:
- A ship belonging to a statutory corporation
- A ship owned by a foreign national or company and leased to the Bangladeshi Government or any other person authorized by it in this behalf under an agreement that the ownership of the ship be transferred to the Government or such person in accordance with the terms of the agreement after a specified period of time
- A ship owned wholly by persons each of whom is a citizen of Bangladesh or a company which fulfills all of the following conditions:
i) The principal place of business of the company is in Bangladesh
ii) Unless otherwise specified by law, shares representing more than 50% of the share capital of the company or carrying more than 50% of the total voting power are held by citizens of Bangladesh
iii) The majority of the directors of the company are citizens of Bangladesh
iv) The Chairman of the Board of Directors of the company and the Managing Director, if any, are citizens of Bangladesh
v) The managing agent of the company, if any, is a citizen of Bangladesh or a company which fulfills the conditions specified in i, ii, iii and iv.

About the Flag

An Islamic republic, Bangladesh is a member of the Commonwealth of Nations, the UN, and the IMO. It is located in southern Asia bordering the Bay of Bengal between Burma and India. The capital is Dhaka, and the official language is Bangla. The legal system is based on English common law. The President is the Chief of State, the Prime Minister is the Head of Government, and the legislature is composed of a unicameral National Parliament. Bangladesh is one of the world’s poorest, most densely populated and least developed nations. Its economy is overwhelmingly agricultural relying heavily on the cultivation of rice. Major trading partners are the United States and Western Europe. The unit of currency is the Taka.

Bangladesh has very comprehensive maritime legislation. The Bangladesh Merchant Shipping Ordinance 1983 (ordinance xxvi of 1983) (“Ordinance”) covers vessel registration and most of the maritime matters in Bangladesh. The Department of Shipping in Dhaka headed by the Director-General administers this Ordinance. The Director-General acts as the Registrar General of Bangladesh ships. The principal officer at the port of Chittagong acts as the Registrar of Bangladesh Ships and represents the Registrar General.

Company Formation

In Bangladesh, a business may be carried on by a locally incorporated company or a foreign company incorporated outside but registered in Bangladesh.

Incorporation/registration is done by the Registrar of Joint Stock Companies and Firms. In Bangladesh, companies are incorporated and registered under the provisions of the Companies Act, 1913, as amended from time to time ("Act"). The basic objective of the Companies Act is to safeguard the interest of investors. The Companies Act provides the directors with overall power to manage and run the company. There are three broad types of companies: companies limited by shares, companies limited by guarantees, and unlimited companies.

The liability of the members of a company limited by shares is limited by the Memorandum of Association to the amount, if any, unpaid on the shares respectively held by them. There are two broad categories of companies limited by shares, namely private and public. A private company means a company which by its articles restricts the right to transfer the shares, if any; limits the number of its members from 2 to 50 not including persons who are in the employment of the company; and prohibits any invitation to the public to subscribe for the shares and debentures of the company. A company can be formed as a public company or alternatively, a company which is incorporated as a private company can also be converted into a public company. The minimum number of members for a public limited company is seven and there is no limit to the maximum number of members. A public company can offer shares and debentures to members of the public through a prospectus which complies with the requirements of the Act.
In order to register a company with the Registrar of Joint Stock Companies and Firms, the first step is to select the name of the company which should not be identical to or should not closely resemble the name of an existing company. An application on plain paper is to be submitted to the Registrar of Joint Stock Companies and Firms for verification of the proposed name. After that, the investors are required to apply to the Securities and Exchange Commission for clearance to incorporate/register the proposed company.
The Memorandum of Association of the company is required to state the name of the company, whether it is public limited or private limited, the location in which the registered office of the company is situated, the company's main objectives, the authorized capital, division of capital into shares of fixed amount, and the liability of company members. The Articles of Association are the regulations governing the internal management of the company and its conduct of business. The printed Memorandum and Articles of Association duly signed and stamped, along with necessary registration fee depending upon the authorized capital of the proposed company, are to be submitted to the Registrar of Joint Stock Companies and Firms for incorporation/registration of the company.

The company which intends to raise share capital will be required to apply to the Securities and Exchange Commission in a prescribed form. After obtaining permission for raising share capital, the company will file the necessary particulars with the Registrar of Joint Stock Companies and Firms under the provisions of the Act.

A public company may invite members of the public to subscribe to its shares and debentures through issuance of a prospectus. Before publication, the prospectus needs approval of the Securities and Exchange Commission first and then registration with the Registrar of Joint Stock Companies and Firms. A public company formed and promoted on a joint venture basis with foreign organizations or nationals will have no obligation to sell shares to members of the public for a period of five years after incorporation. In case of a joint venture company, the amount of public offer depends upon its choice. The subsequent issuance of bonus shares and rights shares requires no approval of the Securities and Exchange Commission.

In Bangladesh there is a substantially developed share market. The Dhaka Stock Exchange Limited provides a market place for trading in shares and debentures. A public company may have its shares and debentures listed on the Dhaka Stock Exchange Limited. For this purpose, an application may be made by a company addressing the Secretary, Dhaka Stock Exchange Limited. A foreign investor in Bangladesh may establish a joint venture manufacturing company with a Bangladeshi company or investors; may establish a 100% foreign owned manufacturing company in Bangladesh; or may set up the company's place of business in Bangladesh.

A foreign company desiring to establish a place of business or an industrial unit in Bangladesh is required to apply for registration of the company with the Registrar of Joint Stock Companies and Firms after obtaining clearance from the Securities and Exchange Commission in respect of capital issue. A company incorporated outside Bangladesh and desiring to be registered in Bangladesh is required to furnish the following documents to the Registrar:
- Certified copy of the charter, statutes or memorandum and articles of the company or other instruments constituting or defining the constitution of the company
- Full address of the registered or principal office of the company
- List of Directors and Managers (if any) of the company
- Name(s) & address(es) of one or more persons resident in Bangladesh authorized to accept, on behalf of the company, service of process and any notices required to be served on the company and the full address of that company office in Bangladesh which would also be its principal place of business

The said documents must be duly attested by the Bangladeshi Embassy or High Commission or Mission abroad in the respective country where the company is incorporated

Taxation

Income accruing in or derived from Bangladesh by a company, whether resident or not, is assessable. Income derived elsewhere received by a resident company is also taxable. A company is considered resident in Bangladesh if its control and management are exercised in Bangladesh. The following rates of taxes are applicable for a company operating in Bangladesh:
- All publicly traded companies: 27.5%
- All non-publicly traded companies: 37.5%
- Other companies including banks, financial institutions, insurance companies etc.: 42.5%.

There are no special tax benefits except for the manufacturing and tourist industries. Agreement provides for the avoidance of double taxation on international incomes such as business, profits, dividends, interest and royalties that are derived in one country limited to another country.

Registration and Documentation

No citizen or company of Bangladesh may acquire any ship or any share or interest therein, or being the owner of any Bangladesh ship or share or interest therein may sell, mortgage, or otherwise transfer such a ship or share or interest to any person except with the previous permission in writing of the Government and if such permission is granted, it may be subject to the terms and conditions as the Government may see fit. In addition, no Bangladeshi ship may be converted, modified, or altered in such a manner so as to change the character of the ship without the prior permission in writing from the Director-General of Shipping.

Whoever contravenes or attempts to contravene these laws is punishable with imprisonment up to three years or with a fine which may extend to one lakh take or both, and any transaction made in contravention thereof is considered void. For the registration of ships, the Registrar of Bangladesh Ships keeps a book called the Register Book located at the port of Chittagong. An original application (faxed or photocopied documents are not allowed) for the registration of a Bangladeshi ship shall be made to the Registrar by the owner thereof, or, if there be more than one owner, by one or more of them or by one or more agents appointed for that purpose. The appointment of an agent shall be in writing, if made by an individual, under his hand and, if made by a company, under its common seal. Prior to registration, a Government Surveyor or a surveyor of an authorized classification society must inspect the vessel and will issue a Certificate of the Surveyor including the ship's tonnage and build and such other particulars descriptive of the identity of the ship as may be prescribed. The Certificate must be submitted to the Registrar of Ships. Subject to the other provisions of the Ordinance, a person shall not be registered as the owner of a Bangladeshi ship or of a share therein unless he or, in the case of a company, the person authorized in this capacity, has made and signed a Declaration of Ownership in the prescribed form referring to the ship as described in the Certificate of the Surveyor and containing the following particulars:
- Statement that the requirements as to ownership specified in clause (26) of section 2 of the Ordinance are satisfied
- Statement of the date and place of the ship's construction or, if the ship was built outside Bangladesh and the time and place of building are not known or the Builder's
Certificate cannot be procured, then a statement to that effect
- In the case of a ship previously registered outside Bangladesh, a statement of the name by which she was so registered, or in the case of a ship condemned, a statement of the time, place and court at and by which she was condemned
- Statement that the permission, if any, required under section 34 of the Ordinance has been obtained, or that such permission is not necessary
- The name of the master and his citizenship
- The number of shares in the ship in respect of which the individual or corporate applicant claims to be registered as owner
- Declaration that the particulars stated are true to the best of the applicant's knowledge and belief
In respect of a ship or share owned by more than one person, a declaration may be made by any one of them authorized by the whole group in this behalf. For the purpose of registration of a Bangladeshi ship, the following evidence shall be produced by the applicant in addition to the above described Declaration of Ownership:
- In the case of a ship built in Bangladesh, the Builder's Certificate (i.e., a certificate signed by the builder of the ship and containing a true account of the proper denomination and the tonnage of the ship as estimated by him and the time when and the place where she was built, and the name of the person, if any, on whose account the ship was built) and, if there has been any sale, the instrument of sale under which the ship or a share therein has become vested in the applicant
- In the case of a ship built outside Bangladesh, the same evidence as in the case of a ship built in Bangladesh, but where the person making the declaration of ownership declares that the time and place of building are not known to him or that the Builder's Certificate cannot be procured, only the instrument of sale under which the ship or a share therein has become vested in the applicant is necessary
- The permission, if any, obtained under section 34 of ordinance XXVI of 1983

If the person granting a Builder's Certificate makes a false statement therein, he, and in the case of a certificate granted outside Bangladesh, his agent or representative in Bangladesh, shall be punishable by a fine. Prior to registration, every ship in respect of which an application for registration is made shall be marked in the prescribed manner permanently and conspicuously and to the satisfaction of the Registrar. The marks required must be maintained and shall not be altered except in the event of any of the particulars thereby denoted being altered in the manner provided by the Ordinance, except to evade capture by the enemy or by a foreign ship of war in the exercise of some belligerent right. If an owner or master of a Bangladeshi ship neglects to cause his ship to be marked as required or to keep her so marked, or if any person conceals, removes, alters, defaces, or obliterates, or suffers any person under his control to conceal, remove, alter, deface or obliterate any of the said marks, except in the special circumstances mentioned, he shall for each offense, be punishable with a fine. In addition, if a certificate from a Surveyor states that a ship is insufficiently or inaccurately marked, the ship may be detained until the insufficiency or inaccuracy has been remedied. As soon as the Declaration of Ownership and supporting documents are submitted, the Registrar shall register the ship by making entry of the following particulars in the Register Book:
- Name of the ship and the name of the port to which she belongs
- Details contained in the Certificate of the Surveyor
- Particulars respecting her origin stated in the Declaration of Ownership
- Name and description of her owner or owners, and, if there is more than one owner, the number of shares owned by each of them

A Certificate of Registry will then be issued with unlimited duration. The Registrar may refuse to register a Bangladeshi ship by the name by which she is proposed to be registered if that name is already borne by another ship or if the name be so similar thereto as is calculated or likely to deceive, or is otherwise undesirable. If a ship becomes entitled to be registered as a Bangladeshi ship in a port outside Bangladesh, the Bangladeshi Consular Officer may, upon receipt of specific instructions from the Registrar General, grant to the master of the ship a Provisional Certificate of Registry in such form as may be prescribed by the Government and shall forthwith forward a copy thereof to the Registrar General. A Provisional Certificate shall have the effect of a Certificate of Registry until the expiration of six months from its date or until the arrival of the ship at a Bangladeshi port.

Bareboat Charter Registration

Bangladesh does not allow bareboat charter registrations into or out of the Registry.

Vessel and Yacht Eligibility & Survey Requirements

The maximum age for the registration of cargo vessels is 20 years and for tankers and trawlers is 15 years. Every ship in respect of which an application for registration is made shall, at the expense of the owner, be surveyed by a Government Surveyor or by any surveyor of a classification society duly authorized by the Government and the tonnage of the ship ascertained in the prescribed manner. The Government may, by notification in the official Gazette, make rules prescribing the requirements for the hull, equipment and machinery of ships and the requirements of survey thereof. In particular, and without prejudice to the generality of the foregoing power, such rules may provide for all or any of the following matters:
- The extent of surveys and the manner in which and the intervals at which surveys are to be made
- The requirements as to the construction, machinery, and equipment
- The form and manner in which declarations of surveys are to be issued and transmitted and the particulars which are to be stated therein
- The fees that may be charged for surveys made under these rules
- Such other matters as may be necessary pursuant to the Ordinance

The recognized classification societies in Bangladesh are:
- American Bureau of Shipping
- Bureau Veritas
- Lloyd's Register of Shipping
- Nippon Kaiji Kyokai

Crewing

The Director-General of the Shipping Department shall grant Certificates of Competency for various grades of service in different trades in a ship after conducting such examinations or tests as may be prescribed. No seafarer, master, or pilot shall be employed or engaged for service on board a ship unless he has been granted the requisite Certificate of Competency. No person shall be granted a Certificate of Competency as a radio officer or operator for employment or engagement on board a ship of or above 1,600 GRT unless he has a Maritime Radio Communication General Certificate as may be determined by the Director General; at least six months sea service as a trainee radio officer or operator; and has successfully completed a survival craft course, fire-fighting course and first-aid course. Notwithstanding the foregoing, the Director General may relax the requirements in respect of a person if such person satisfies the Director General that he is reasonably capable of discharging the duties and responsibilities of the trade for which he is sought to be employed or engaged or if the owner of the ship satisfies the Director-General that despite due efforts, a person with a requisite Certificate could not be available for employment or engagement.

Mortgages

Mortgages may be registered only on Bangladeshi registered vessels. Subject to the provisions of section 34 of the Ordinance, a registered ship or a share therein may be made a security for a loan or other valuable consideration, and the instrument creating the security (i.e., the mortgage) shall be in the prescribed form or in a form as near thereto as circumstances permit. Every instrument creating a mortgage shall be produced to the Registrar at the ship's port of registry for recordation in the Register Book, and every mortgage so recorded shall be considered a registered mortgage. The Registrar shall record the mortgages in the Register Book in the order in which they are produced to him and shall under his hand endorse on each instrument creating a mortgage the fact that the mortgage has been recorded by him stating the date and hour thereof.

Subsequent mortgages are registered in the office of the Department of Shipping. This is because when a ship is registered anew, the Registrar shall proceed as in the case of first registration and on the delivery to him of an existing Certificate of Registry and on compliance with the other registration requirements, shall register the ship anew and grant a new Certificate of Registry. When a ship is registered anew, the entries in the Register Book relating to her previous registration shall be considered closed except as far as they relate to any unsatisfied mortgage. The registration anew does not in any way affect the rights of any of those mortgagees. If there is more than one mortgage recorded in respect of the same ship or share, the mortgages shall, notwithstanding any express, implied or constructive notice, have priority according to the date on which each mortgage is recorded in the Register Book, and not according to the date of each mortgage itself. Where a registered mortgage of a ship or share is discharged, the Registrar shall, on the production of the instrument creating the mortgage with a receipt for the mortgage money endorsed thereon duly signed and attested, make an entry in the Register Book to the effect that the mortgage has been discharged. On that entry being made, the interest in the ship or share, if any, which passed to the mortgagee shall vest in the person in whom, having regard to intervening acts and circumstances, if any, it would have vested if the mortgage had not been created. Except insofar as may be necessary for making a mortgaged ship or share available as a security for the mortgage debt, the mortgagee shall not by reason of the mortgage be deemed to be the owner of the ship or share, nor shall the mortgagor be deemed to have ceased to be the owner thereof.

A mortgagee under a registered mortgage shall be entitled to recover the amount due under the mortgage by appropriate proceedings in the High Court Division, and when passing a decree or thereafter, the High Court Division may direct that the mortgaged ship or share be sold in execution of the decree. No mortgagee shall merely by virtue of the mortgage be entitled to sell or otherwise dispose of the mortgaged ship or share. A registered mortgage of a ship or share may be transferred to any person, and the instrument effecting the transfer shall be in the prescribed form or in a form as near thereto as circumstances permit. Every instrument transferring a registered mortgage shall be produced to the Registrar of the ship's port of registry for recording in the Register Book, and the Registrar shall record the transfer by entering in the Register Book the name of the transferee as mortgagee of the ship or share and shall under his hand endorse on the instrument of transfer that it has been recorded by him stating the date and hour thereof. The transferee of a registered mortgage whose name is entered as a mortgagee shall have the same right of preference as that of the transferor. There are no nationality requirements in Bangladesh for ship mortgages.

Fees

For more information, contact the registry.

Contact

Department of Shipping
Cdre A Z M Jalal Uddin
Director General
141-143 Motijheel Commercial Area
BIWTA Bhaban (8th floor)
Dhaka-1000
Dhaka
1000
Bangladesh

Phone
+880 2 9513305
+880 2 9513306
Fax
+880 2 9587301
Email
dg@dos.gov.bd
info@dos.gov.bd

Stockholm Agreement 96
IMO Convention 48
* IMO amendments 91 
* IMO amendments 93
SOLAS Convention 74
SOLAS Protocol 78
SOLAS Protocol 88
LOAD LINES Convention 66
LOAD LINES Protocol 88
TONNAGE Convention 69
COLREG  Convention 72
CSC Convention 72
CSC amendments 93
SFV Protocol 93
STCW  Convention 78
STCW-F Convention 95
SAR  Convention 79
STP Agreement 71
STP Protocol 73
IMSO Convention 76
INMARSAT OA 76
INMARSAT amendments 94
INMARSAT amendments 98
IMSO amendments 2006
IMSO amendments 2008
FACILITATION Convention 65
MARPOL 73/78 (Annex I/II)
MARPOL 73/78 (Annex IV)
MARPOL 73/78 (Annex V)
MARPOL Protocol 97 (Annex VI)
London Convention 72
London Convention Protocol 96
INTERVENTION Convention 69
INTERVENTION Protocol 73
CLC Convention 69
CLC Protocol 76
CLC Protocol 92
FUND Convention 71
FUND Protocol 92
FUND Protocol 2003
NUCLEAR Convention 71
MARPOL 73/78 (Annex III)
PAL Protocol 76
PAL Protocol 90
PAL Protocol 02
LLMC Convention 76
LLMC Protocol 96
SUA Convention 2005
SUA Protocol 2005
SALVAGE Convention 89
OPRC  Convention 90
HNS Convention 96
OPRC/HNS 2000
BUNKERS CONVENTION 01
ANTI FOULING 01
BALLASTWATER 2004
NAIROBI WRC 2007
HONG KONG CONVENTION
HNS PROT 2010
Cape Town Agreement 2012
SUA Convention 88
SUA Protocol 88

IMO Conventions

Status of Conventions Bangladesh

IMO Convention 48 x
SOLAS Convention 74 x
SOLAS Protocol 78
SOLAS Protocol 88 x
SOLAS Agreement 96
LOAD LINES Convention 66 x
LOAD LINES Protocol 88 x
TONNAGE Convention 69 x
COLREG Convention 72 x
CSC Convention 72
CSC amendments 93
SFV Protocol 93
Cape Town Agreement 2012
STCW Convention 78 x
STCW-F Convention 95
SAR Convention 79 x
STP Agreement 71 x
Space STP Protocol 73 x
IMSO Convention 76 x
INMARSAT OA 76 x
IMSO amendments 2006
IMSO amendments 2008
FACILITATION Convention 65 x
MARPOL 73/78 (Annex I/II) x
MARPOL 73/78 (Annex III) x
MARPOL 73/78 (Annex IV) x
MARPOL 73/78 (Annex V) x
MARPOL Protocol 97 (Annex VI) x
London Convention 72
London Convention Protocol 96
INTERVENTION Convention 69 x
INTERVENTION Protocol 73
CLC Convention 69
CLC Protocol 76
CLC Protocol 92
FUND Protocol 76
FUND Protocol 92
FUND Protocol 2003
NUCLEAR Convention 71
PAL Convention 74
PAL Protocol 76
PAL Protocol 90
PAL Protocol 02
LLMC Convention 76
LLMC Protocol 96
SUA Convention 88 x
SUA Protocol 88 x
SUA Convention 2005
SUA Protocol 2005
SALVAGE Convention 89
OPRC Convention 90 x
HNS Convention 96
HNS PROT 2010
OPRC/HNS 2000
BUNKERS CONVENTION 01
ANTI FOULING 2001 x
BALLASTWATER 2004 x
NAIROBI WRC 2007
HONG KONG CONVENTION

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