1

Assignment
On
Documentation & Formation of
Business

When you have decided which business is right for you, you will have
three important decisions to make. In this session you will discover:
whether to go into business alone or with a partner; the type of
business organization to use; and what professional advisors to select.
Should You Have a Partner
Arguments For
Arguments Against
What Type Of Business Organization Is Best For You?
Sole proprietorship
General partnership
Limited partnership
Corporation
"S" Corporation
Limited liability company
Laws That May Affect You
Income tax returns
Franchise tax returns
Employment tax returns
The time for payment of withheld and employers share of
employment taxes
Unemployment tax returns and payment
Sales tax reports and payments

If you are an entrepreneur and hoping to start your own business, you
need to register your firm under the Companies Act, 1994. Here is a
general guideline for new entrepreneurs who want to get their
company registered in Bangladesh.
The regulatory authority
The Registrar of Joint Stock Companies and Firms (RJSC) is the
regulatory authority which facilitates formation of companies and
firms. The body is also responsible for keeping track of all ownership
related issues as prescribed by the laws in Bangladesh. The Registrar is
the head of the office of the Registrar of Joint Stock Companies and
Firms, Bangladesh.
Types of companies
there are many types of business entities. So, before you start the
process of registering your firm, you need to make sure what kind of a
company you are going to open. RJSC deals with the following types of
entities:
Private companies
Public companies
Foreign companies
Trade organizations
Societies, and
Partnership firms
The laws involved
RJSC accords registration and ensures lawful administration of the
entities under the provisions of applicable act as under:
l Companies and trade organisations: Companies Act, 1994
(Amendment of Companies Act, 1913)
l Societies: Societies Registration Act, 1860
l Partnership Firms: Partnership Act, 1932
Name Clearance
This is a pre-requisite for registration of a new company (other than
Foreign Company) or a society or a trade organisation.

The search for the availability of a company name was computerised in

2003. After checking that the proposed company name is available for
registration, the entrepreneur has to apply for name clearance through
RJSC website
Payment of stamp fees
One has to pay adhesive stamp fees at a designated bank. Payment
can be made to the designated bank accounts of the Treasury.
Previously all the fees were supposed to be deposited only in selected
branches of Sonali Bank. RJSC has now allowed one of the leading
private sector banks with extensive national coverage ie BRAC Bank to
collect fees.
For an authorised share capital of up to Tk1,000,000, the total stamp
duty fees are Tk2,500. These include Tk2,000 for affixing stamps on
the Articles of Association, and Tk500 for stamps on the Memorandum
of Association.
Submission of necessary documents
to register a company, the following documents must be submitted to
the registrar:

Name clearance certificate

Memorandum and Articles of Association

Form I (Declaration on the registration of the company)

Form VI (Notice of the registered office)
Form IX (Consent to act as directors)
Form X (The list of persons consenting to act as directors)

Form XII (Particulars of the directors, managers, and

managing agents)
Proof of payment (ie receipt from the designated bank) for
Treasury Stamps
The registration fees payable at a designated banks
For filing six documents (five filled in forms and the
Memorandum and Articles of Association, the fee is Tk200
per document): Tk1,200
For an authorised share capital of up to Tk20,000, the fee is
Tk360.
An additional fee of Tk180 is applicable for every Tk10,000
or part from the first Tk20,000 up until Tk50,000
An additional fee of Tk45 is applicable for every Tk10,000 or
part from the first Tk50,000 up until Tk1,000,000

Obtain a tax identification number (TIN)

In order to start business operations, every company must register for
taxes at the appropriate taxation authority (Deputy Commission of
Taxes of Company Circle, Zonal Taxation Department) under the
National Board of Revenue (NBR) and obtain a tax identification
number.
Register for VAT
For VAT purposes, companies register with the Customs, Excise, and
VAT Commission under the National Board of Revenue. The companys
VAT is regulated by the Customs, VAT and Excise Department of the
region in which it operates.
Obtain a trade license
Companies have to obtain a trade licence from the city corporation.

Recently, Dhaka City Corporation has been divided into two zones: the
North Zone and the South Zone. The proposed company will have to
file its application at the nearest city corporation office.
Contact RJSC offices
Now RJSC has four offices in Bangladesh. The head office is situated in
Dhaka and three divisional offices are located in Chittagong, Khulna
and Rajshahi.
Document also needed for submission :
1. Memorandum of association
(i) The name clause
(ii) Registered office clause
(iii) objects clause
(a) The main object
(b) other objects
(iv) liability clause
(v) capital clause
(vi) association clause
2. Articles of association
3. Constant of proposed directors
4.Agreement
5. Statutory declaration
6. Payment of fee

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Certificate of incorporation:
A certificate of incorporation is a legal document relating to the
formation of a company or corporation. It is a license to form a
corporation issued by state government. Its precise meaning depends
upon the legal system in which it is used
Example:

Memorandum of association:
The memorandum of association of company, often simply called the
memorandum (and then often capitalised as an abbreviation for the
official name, which is a proper noun and usually includes other words)
is one of the most important documents and must be drafted with care.
It has to be filed with the Registrar of Companies during the process of
incorporation of a Company. It contains the fundamental conditions
upon which the company is allowed to operate. [1] It is the document
that governs the relationship between the company and the outside. It
is one of the documents required to incorporate a company in the
United Kingdom,[2] Ireland, India, Bangladesh, Pakistan and Sri
Lanka,Tanzania and is also used in many of the common law
jurisdictions of the Commonwealth

Articles of Association:
The article of association is a document that specifies the regulations
for a company's operations. The articles of association define the
company's purpose and lays out how tasks are to be accomplished
within the organization, including the process for appointing directors
and how financial records will be handled.

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A Case Study on Walton

Walton

(Bengali:

is

brand

of

WALTON

Group

is

conglomerate based in Dhaka, Bangladesh. It comprises numerous

subsidiaries and affiliated businesses, most of them united under the
Walton brand. The subsidiaries include Walton Motors, Walton Mobile
and Walton Electronics. Walton produces electronics, motor vehicles,
and telecommunications products.[1][2]
WALTON Group of Industries was founded by S.M Nurul Alam Rezvi in
1977 as a trading company. Over the next three decades the group
diversified into steel, textiles, electronics and automobiles. Walton
entered into the steel industry in late 1970s and the electronics and
automobiles in early 2000s; these areas would drive its subsequent
growth. Since the 2000s Walton has expanded towards electronics and
automobiles and these became its most important sources of income.

Waltons Corporate History:

11

Walton is greatly indebted to S.M. Nazrul Islam, a visionary business

leader and an extraordinary entrepreneur, for its todays name, fame
and success. Mr Islam, also the founder chairman of R.B. Group and
Walton, was born in an aristocratic business family of Tangail in
Bangladesh in 1926. He has acquired all the techniques of trade and
commerce from his businessman father S.M. Atahar Ali Talukder (19011982).
Mr Islam joined his fathers business after Britain had left the Indian
sub-continent in 1947. His joining marked a significant turning-point in
his family business. In his long and eventful life, Mr Islam has brought
many innovations and diversifications in his business. He formed
Waltons parent company Rezvi and Brothers in 1977 and moved it
forward through his dynamic, farsighted and stronger leadership.
One of the unique characteristics of S.M. Nazrul Islam is that he can
still take decisions very quickly in any situation. He remains a great
source of inspiration for all in R.B. Group. All in Walton share the great
privilege and responsibility of translating his dreams into reality.
Afterward, R.B. Group was formed and Rezvi and Brothers merged with
it. In the meantime, his two sons S.M. Nurul Alam Rezvi and S.M.
Shamsul Alam joined R.B. Group and took over the charges of its
Chairman and Managing Director respectively. Besides, S.M. Nazrul
Islams other three sons--S.M. Ashraful Alam, S.M. Mahbubul Alam and
S.M. Rezaul Alam-- joined the R.B. Group as Directors.
S.M. Monjurul Islam Ovee, eldest son of S.M. Nurul Alam Rezvi, joined
R.B. Group as Director in July 2012.
R.B. Groups sister concern Walton Hi-Tech Industries Limited was
formed in 2002 and S.M. Ashraful Alam took over the charge of it as
Managing Director. Waltons manufacturing plant was built at Chandra
in Kaliakoir, Gazipur near Dhaka in 2006 and it went into commercial
production in 2008. Since then Walton has been moving forward.
Walton has now turned into a leading home appliances, electronics
and automobiles manufacturing company in Bangladesh. It

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manufactures refrigerators, freezers, air-conditioners, motorcycles,

mobile phones, DVD players, microwave ovens, washing machines,
diesel generators and irons. Besides, Walton brand of 3-dimensional
LED, LCD and CRT televisions are manufactured under Walton MicroTech Corporation, another sister concern of R.B. Group.

Walton has the largest marketing network across Bangladesh and it

sells its products through more than 5,000 outlets, including 140
plazas or company owned showrooms, and exclusive distributors and
dealers showrooms.
Walton has directly and indirectly employed more than 30,000 people
in Bangladesh. They include engineers, technicians, officers,
employees and workers. It takes pride being one of the largest and
preferred employers in Bangladesh. On an average, five people are
dependent on each of these employees. So, Walton has been
contributing to the livelihoods of an estimated 150,000 people in the
country.
Walton Hi-Tech Industries Limiteds Factory
The electrical, electronics and automobiles manufacturing factory of
Walton Hi-Tech Industries Limited is situated at Chandra in Gazipur. It is
an automatic and full-fledged factory in Bangladesh. The total area of
the factory is 2.16 million square feet. There are several units inside
the factory where various components of refrigerator, freezer,
motorcycle, air-conditioners and their spare parts are designed,
manufactured and assembled. This factory is exceptional and
wonderful in this sense that all kinds of components and spare parts
required for assembling refrigerators, freezers, motorcycles and airconditioners are manufactured here. Besides, quality control is strictly
followed at all stages of manufacturing, assembling and packaging
processes.
Walton Micro-Tech Corporations Factory

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Walton Micro-Tech Corporations factory is situated near the Walton HiTech Industries Limiteds factory at Chandra in Gazipur. All kinds of
Walton brand of televisions, including 3D LED, LED, LCD and CRT
televisions and their spare parts are designed, manufactured and
packaged here.
Walton Product:
Television: Walk into the new arena/world of entertainment with
Walton LCD & LED television. Walton brings you world class LCD & LED
television to enjoy the stunning entertaining world.
Refrigerator: Walton offers wide range of refrigerators & freezers with
a lot of variety in colors, dimensions & types.
Freezer: Walton Refrigerator & Freezer ensures highest quality
compressor, Condenser is made by 100% copper which lasting for 2030 years.
Generator: Walton Generator scientifically developed technology that
deliveries of Clean Power that means much more reliability but
interruptions are very low.
Motorcycle: Walton motorcycle produced with modern innovative
technology, elegant shape & design with different models of 80cc to
140cc motorcycle maintaining international standard quality.
DVD Player: Add a touch of Walton DVD Player of unique style to your
home entertainment area. This lightweight, compact DVD player also
up converts youre DVDs.
Mobile: WALTON Mobile is an elegant line of mobile phone handsets. It
is distinctive by its unquestionable quality, longer durability and eyepopping style.
Microwave oven: Walton Microwave Oven cooking standard is very
high. Walton Microwave Oven has some special features like as Power
output:900w, Cavity capacity :28liters(1.1cu.ft),
Washing Machine: Walton Washing Machine standard is very high.

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Iron: STEAM-IRONNING Sit the temperature rotitlol to position for

moderate steam and to for maximum steam. With conventional steam
iron, water may leak from the, sole plate if a too low temperature has
been occur.
Air Conditioner: Walton presents the perfect solution from heat &
high temperature with its Air Conditioner. Only Walton air conditioner
ensures exact BTU thats why experts are so sure & confident about it.
Upcoming products from Walton:
Walton T73 Mobile: Dual Sim Dual Standby 2.8 QVGA Capacitive
Touch Display MP3, MP4. AVI, FLV, King Movie Player 2.0 MP Camera,
Digital zoom, visual effects LED Torch 3.5 Audio Jack Bluetooth T-flash
slot up to 8GB FM Radio, FM Recording GPRS, JAVA Call conference,
Auto call recording Blacklist, SMS Blacklist, Freezer: Refrigerator Type :
Freezer. Net Volume : 125 Litre. Condenser: 100% Cooper. Door Sheet :
VCM. Dimension (LxWxD) mm : 890x740x535.
SP1011: CPU Cortex A8 1.2GHz Rockchip2918 Memory DDRIII 1GB
Nand Flash 16GB Storage Card Support maximum 32GB Micro SD
(TF) external Display 9.7 inch 4:3 TFT-LED panel, 1024768 display
resolution
Capacitive
Touch
panel,
support
multi-touch
feature(10point) Wireless Network Wi-Fi 802.11b/g/
SP0711B: CPU
Cortex A8 1.2GHz Rockchip2918 Memory DDRIII
512MB Nand Flash 8G Storage Card Support maximum 32GB Micro
SD (TF) external
Display
7 inch 16:9 TFT-LED panel, 1024600
display resolution Capacitive Touch panel, support multi-touch feature
Bluetooth.

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International market:
Walton pursues its 21st century vision of becoming a true universal
digital brand through innovative design, latest technology and proper
customer satisfaction. Walton set its vision to take a place among the
top electronics, automobiles, and telecommunication Industries in the
world by 2015. The products of the company have acquired a
significant local market share and are also exporting to different
countries in the world like United Arab Emirates, Myanmar, Sudan,
Qatar etc. And we are prepared for huge market access to Australia,
Singapore, Poland, Romania, Ethiopia, Saudi Arabia, South Africa,
Oman, Kuwait, Yemen, Bhutan, Nepal, Bahrain, Nigeria and Ghana. Our
major overseas distributors are:
International fame:
Walton brand products have won the hearts of millions and would be
exported to many countries including Japan due to its high quality.
Japanese Ambassador to Bangladesh Shiro Sadoshimo said this while
talking to the newsmen after visiting the electronics and automobile
factory Walton Hi-Tech Industries Ltd. at Chandra, Kaliakair in Gazipur
on Tuesday. There is a great possibility for Walton products to be
exported in Japan as Bangladesh and Japan have a good friendly
relation for a long time and have huge opportunities for co-operation in
different fields like trade; he added. If Bangladesh and Japan work

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together the economic expansion of the two countries will be more

progressive, he pointed out. The Japanese envoy assured the Walton
authority for providing all kinds of technical supports to develop the
production facilitates and other supports to promote Walton products in
Japanese market. At this time he went round different units of the
factory equipped by the state-of-art technology that manufactures
fridge, motorcycle and air-conditioners with Miki Yamamato, economic
counselor of the Japanese embassy, S M Shamsul Alam, Chairman of
Walton Hi-Tech Industries Ltd, S M Ashraful Alam, Managing Director,
Lokman Hossain Akash, Chief of Walton International Marketing
Department and Enayet Ferdous, media adviser accompanied the
Japanese envoy during the visit. Some Japanese companies have
expressed their interest in importing Walton products from Bangladesh,
Lokman Hossain Akash informed this while mentioning that the
company has acquired positive image in international market for its
electronics, electrical and automobile products. Senior Deputy Director
and Chief of Creative & Publication, Uday Hakim has said Walton
factory uses more American and German technology compared to the
Japanese technology. Shiro Sadoshimo remarks that the visit will not
only increase the use of Japanese technology in Walton factory but also
create an opportunity to export Walton products in Japan. The visit is
also an initiative to increase trade relation and technological
cooperation between these two countries.
Waltons Servicing Networks
Waltons motto is Service First. Walton provides after-sale services for
its products from its extensive servicing networks, which is the largest
in Bangladesh. Walton customers of home appliances, electronics and
automobiles receive after-sale services at free of cost from any parts of
the country within only two hours. Known as Walton Service
Management System, Walton Service Centers are the only service
centers in Bangladesh which has ISO Certification. Equipped with fullfledged computerized system and latest technology, these service
centers remain open for customers seven days a week. Even these
service centers remain open on holidays. More than 700 engineers and
technicians work round-the-clock at these service centers where all

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kinds of spare parts of the Walton products are available. Customers

are highly satisfied receiving after-sale services from Walton Service
Centers.

Corporate social responsibility (CSR:

Corporate social responsibility (CSR) is a business approach that
contributes to sustainable development by delivering economic, social
and environmental benefits for all stakeholders. CSR is a concept with
many definitions and practices.Walton follows proper CSR for business.

The company has been running its business with good reputation since
1977. In Bangladesh is a milestone in the path of success and
reputation of the brand WALTON. For Bangladesh, Walton has become a
company to be proud of in the export arena. Walton has truly redefined
Bangladesh from being a consumer country to a producer country for
home appliances.