Legal, Compliance & Regulatory Affairs Workshop (Prepared for Orange Corners Bangladesh Cohort 5-Post incubation)
Legal, Compliance
& Regulatory Affairs
Workshop
For Bangladeshi SME Business Owners
Shafqat Aziz
Barrister (of Lincoln's Inn)
LLM Corporate Law, NTU
Industry & Alumni Fellow, NTU
PGDL, UWE Bristol
LLB, BPP University
Accredited Civil-Commercial Mediator (ADR-ODR International)
BD Legal & Compliance Workshop · Orange Corners Bangladesh · Cohort 5 Post-Incubation
Learning Goals
Set the room up around outcomes, not doctrine.
Understand the core legal and compliance requirements every growing SME in Bangladesh must meet to operate
professionally, access bank financing, and win contracts with larger partners.
01
Identify the main compliance gaps across RJSC, tax, VAT, contracts, employment, IP, data, and sector licensing.
02
Leave with a practical compliance roadmap to strengthen your business before approaching banks, government
programmes, buyers, or institutional partners.
03
Interactive: Who is planning to apply for a bank loan or government SME grant in the next 6–12 months?
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W O R K S H O P M O D U L E
How to Use This Workshop
Practical and diagnostic by design.
Founder-friendly language — not court-style legal drafting.
Each module: the rule, the business reason, the common mistake, and the immediate fix.
Participants score each issue area with their own company in mind.
VAT: decide if you're below threshold, above threshold, or in a special sector.
Group exercise: each participant describes their business and names one compliance area they know is incomplete — tax, trade licence, employment,
or contracts.
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Workshop Agenda
Three hours. Ten modules. One compliance roadmap.
Context & OCIF Track 2 Frame | Slides 4–5 | ~15 min
01
Legal Entity & RJSC Compliance | Slides 6–13 | ~35 min
02
Tax & VAT Compliance | Slides 14–18 | ~30 min
03
[BREAK] | 15 min
04
Governance, Contracts & Employment | Slides 19–25 | ~30 min
05
Sector, Data & Financing | Slides 26–31 | ~25 min
06
Readiness Audit & Roadmap | Slides 32–35 | ~30 min
07
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Why Compliance Matters to Funders
Banks, buyers, and partners read compliance as a signal of business maturity.
Legal & Regulatory Hygiene
Deal Killers
Missing licences, undocumented ownership, unpaid taxes, or
irregular employment records can block financing, cause penalties,
or disqualify you from tenders.
Affects loan eligibility, bank relationship quality, and whether
government SME programmes will accept your application.
Operational Risk
Bank & Buyer Signal
The SME with cleaner records gets better loan terms, wins more
tenders, and retains enterprise customers — credibility is built through
documentation.
Weak records also make banks nervous, delay supplier onboarding,
and prevent participation in larger supply chains or export markets.
Quick poll: tax arrears, no proper trade licence, or unregistered employees — which has already caused a problem for participants?
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OCIF Track 2: What Funders Require
Map your compliance gaps directly to OCIF Track 2 eligibility requirements.
Eligibility & Selection
Funding Characteristics
Compliance Requirements
Must have completed OC incubation
programme. Preference for prior Track 1.
Competitive pitch battle: 3-5 enterprises
selected per round by investment
committee.
Max EUR 50,000 per enterprise. Blend of
loan and/or grant. Paid in KPI-based
tranches over 12-18 months. Fund
manager must co-invest min. 5% of eligible
costs.
Private Limited (RJSC), documented
governance, valid sector licences, KPI-ready
reporting, and a local licensed fund manager.
Capital for assets, materials, or prototyping.
Teaching point: Every compliance gap identified in this workshop is a direct barrier to OCIF Track 2 readiness. Fix gaps in the order they affect KPI achievement and
governance credibility.
OCIF Track 2 Readiness Checklist
[ ] Private Limited incorporated at RJSC
[ ] Annual RJSC returns filed and current
[ ] TIN registered and tax returns up to date
[ ] Valid trade licence and sector approvals
[ ] Business bank account operational
[ ] Founders agreement and IP documented
[ ] KPI tracking framework in place
[ ] Employment records and contracts complete
[ ] Innovative plan addressing local challenges
[ ] Local licensed fund manager identified
Self-assessment: mark which checklist items you can evidence today versus which remain gaps — this becomes your compliance sprint priority list for OCIF readiness.
BD Legal & Compliance Workshop · Orange Corners Bangladesh · Cohort 5 Post-Incubation
Financing-Readiness Lens
W H A T B A N K S , F U N D E R S & B U Y E R S C H E C K
W H A T S M E O W N E R S O F T E N S A Y
› Entity type and ownership clarity
› RJSC filings and statutory records
› Tax and VAT status
“We have been operating fine without it.”
“The accountant handles everything, I think.”
“We work on trust — we know these people.”
“They are not really employees, just helpers.”
“Our trade licence covers everything we do.”
› Key contracts and employment documentation
› IP ownership and sector permissions
Inportant point: compliant SMEs access better financing, attract stronger partners, and avoid penalties that drain working capital.
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W O R K S H O P M O D U L E
M O D U L E 2
Legal Entity & RJSC Compliance
Choosing the Vehicle
Sole Proprietorship / Partnership
Private Limited Company
Preferred operating vehicle for growing SMEs in Bangladesh
seeking bank loans, tenders, or export opportunities.
Fast and simple for small trading or service activity.
Supports limited liability, proper governance records, and clean
documentation for bank loan applications and tenders.
Risky for business growth — personal liability exposes owner's
assets and limits access to formal financing.
Fits the RJSC-centred compliance journey most banks, buyers,
and government programmes expect.
Harder to scale, attract partners, or qualify for SME Foundation
or Bangladesh Bank-backed financing schemes.
The Companies Act, 1994 — main legal basis for company formation and governance.
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Why Private Limited is the Baseline
The key answer to the first learning objective.
For SMEs seeking bank loans, government tenders, or export markets, a properly incorporated Private Limited Company provides
the legal structure and credibility required.
RJSC incorporation gives a recognised corporate form that banks, buyers, and government agencies can verify — it is the
foundation for professional business operations.
A Private Limited structure is typically required to qualify for SME Foundation loans, Bangladesh Bank refinancing schemes, and
larger supply chain contracts.
A proprietorship may need to be converted before a business can access formal SME financing, government programmes, or
export certifications.
Quick Poll: who is still operating through a proprietorship or informal arrangement — and what financing or contracts have they been unable to access as a result?
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Converting to Private Limited
Already operating as a proprietorship? Here is the practical path forward.
THE CONVERSION STEPS
WHAT CARRIES OVER — AND WHAT DOESN’T
1. Incorporate a new Private Limited Company at
RJSC (new CIN, new MoA/AoA, minimum 2
shareholders & 2 directors)
2. Transfer business assets, contracts, and IP from
proprietorship to the new company via
documented transfer agreements
3. Notify key counterparties — bank, suppliers, key
customers — of the new legal entity
4. Apply for new TIN and update trade licence
under the company name
✓ Business relationships can continue (with notice
to counterparties)
✓ Brand, IP, and assets can be formally transferred
✗ Tax history does not transfer — file final return
under proprietorship
✗ Existing sole prop bank loans may need
refinancing under new entity
✗ Personal guarantees and liabilities must be
reviewed with legal counsel
5. Close or wind down the proprietorship in an
orderly manner
Poll: who in the room is currently operating as a sole proprietorship and planning to convert? What is the biggest obstacle they anticipate?
BD Legal & Compliance Workshop · Orange Corners Bangladesh · Cohort 5 Post-Incubation
RJSC Incorporation Overview
Understand the sequence, the logic, and the common drafting trap.
Name Clearance
Constitutional Documents
Filing Package
Certificate Issued
1
2
3
4
›
›
›
Object Clause Warning
Example Risk
Memorandum of Association must match the actual AND likely
business model. A narrow object clause can force amendments,
delay approvals, or create complications with banks, partners, and
regulatory bodies.
An SME drafting objects only as "trading of garments" may later
struggle when it expands into manufacturing, export, or distribution
— requiring costly constitutional amendments.
Small-group task: draft one broad but credible object clause for a food processing SME that also plans to export and may add retail distribution later.
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Incorporation Mistakes to Teach
F R E Q U E N T E R R O R S
W H A T T O R E M E M B E R
✕
✕
✕
✕
Mismatched signatures or shareholder details.
✓
✓
✓
Company formation is the first legal milestone, not the last.
Object clause too narrow or copied from another business.
Document quality matters — these become the base file for
banks, tax, investors, and counterparties.
Founders agreeing economics informally but not in
constitutional documents.
Cleaning up a weak initial setup is slower and costlier than
doing it right once.
Assuming incorporation alone completes compliance.
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After Incorporation: What Comes Next
This is where many SMEs lose operational momentum and create compliance gaps that surface later.
Tax Registration (TIN)
Trade Licence
The certificate of incorporation does not remove the need for tax registration.
SME owners often try to grow without completing the operational compliance
layer, creating problems when applying for loans or tenders.
Connects the business to local operational legitimacy. It is NOT a substitute for
sector approvals.
Bank Account
VAT Registration (BIN)
A company with no bank account cannot receive payments, manage payroll, or
apply for bank financing. Banking setup is a day-one operational requirement,
not an afterthought.
Depends on threshold and activity. Founders should confirm their actual VAT
position early.
Live checklist: participants mark what they already have versus what is missing.
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TIN, Trade Licence, Bank, VAT
Each item is a business enabler — not just an obligation.
TIN
Tax identity — practical prerequisite in many downstream processes.
Trade Licence
BIN / VAT Reg.
Bank Account
Local operational legitimacy. Not a substitute for sector approvals.
Threshold and activity-dependent. Confirm early — B2B companies often need VAT-compliant invoicing.
Required to receive investment, pay suppliers, manage payroll, and operate professionally.
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Annual RJSC Compliance Checklist
Ongoing corporate discipline is where credibility is built.
Annual returns, proper registers, meeting records, and clean share transfer documentation are recurring corporate hygiene items.
Banks and regulators do not trust businesses with undocumented ownership arrangements, missing annual returns, or unsigned
shareholder resolutions.
Board and shareholder paperwork is the memory of the company.
An SME applies for a loan — but the bank finds the RJSC annual return has not been filed in three years. That creates immediate
credibility and eligibility risk.
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Audited Accounts: When & Why
Not just a formality — a hard requirement for OCIF, bank loans, and institutional partnerships.
Legal Requirement
Under the Companies Act, 1994, every Private Limited Company must appoint a statutory auditor and present audited financial statements at
the AGM. This is not optional.
OCIF Track 2 Requirement
OCIF Track 2 requires audited financial statements for the two most recent fiscal years. Unaudited management accounts do not satisfy this
requirement — even if prepared by a qualified accountant.
Bank Loan/Funding Reality
Commercial banks in Bangladesh require audited accounts for loan applications above a certain threshold. SME Foundation and Bangladesh
Bank refinancing schemes also require audited records as part of the documentation package.
Common Gap
Many early-stage enterprises have never appointed a statutory auditor. If audits are missing for prior years, enterprises should engage an
auditor immediately — banks and funders review the history, not just the latest year.
Question: who has appointed a statutory auditor? Who has two years of audited accounts ready to share with a funder?
BD Legal & Compliance Workshop · Orange Corners Bangladesh · Cohort 5 Post-Incubation
W O R K S H O P M O D U L E
M O D U L E 3
Tax & VAT Compliance
Tax Architecture for Enterprises
Tax compliance is both a legal duty and a business enabler for SMEs seeking financing and credibility.
Legal Framework
Founder Essentials
SME owners must understand return filing, withholding agent obligations,
invoice documentation, and the difference between accounting records and
actual tax liability.
The Income Tax Act, 2023 is the current central tax framework for this
workshop.
Incentive Risk
Early-Stage Reality
Even where SME tax incentives exist, poor compliance records can disqualify a
business from using them or from qualifying for government loan guarantee
schemes.
An SME with modest revenue still needs orderly books and consistent filing —
banks review the tax history as part of loan assessment, not only the latest
balance sheet.
Question: who files their own returns, who uses an accountant, and who is unsure of their current filing status?
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Minimum Tax — Simple Explainer
This is a practical issue for many SMEs with turnover but thin margins.
SME owners often assume that low profit means no tax obligation — but minimum tax concepts can still create real cash obligations
based on gross turnover, not net profit.
This matters especially for SMEs in trading, manufacturing, or services with significant turnover but high input costs or operating
expenses.
The management lesson: reserve cash for tax compliance — it is a working capital item, not an optional end-of-year calculation.
An SME with BDT 2 crore turnover but heavy material costs still needs to plan for minimum tax — assuming zero liability is a common
and costly mistake.
Live calculation: compare normal tax vs minimum tax on a simple revenue/profit example.
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Tax Myths vs Reality
Filing obligations apply regardless of profit level. Missing returns
lead to penalties, interest, and complications when applying for
bank loans.
"No profit means no filing."
→
→
→
→
Tax compliance gaps surface during loan/funding applications,
tender qualifications, and banking due diligence — not only
during NBR audits.
"No audit means no tax risk."
Cash wages create withholding tax obligations. Undocumented
payroll creates labour disputes and disqualifies businesses from
formal employment-linked government schemes.
"Founders can take money informally and sort it later."
"Equity money and business revenue can be mixed freely."
Mixed accounts create serious problems during funding/loan
applications, VAT audits, and any formal business transaction that
requires clean financial records.
Myth-busting vote: true or false on each statement.
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VAT — Explained Without Losing the Room
Keep it decision-based.
REQUIRED TO REGISTER
VOLUNTARY REGISTRATION
OUTSIDE THRESHOLD
Above threshold or in a mandated sector.
Must obtain BIN and issue compliant
invoices.
Below threshold but choosing to register
— often to satisfy enterprise customer
expectations.
Below current threshold and in no special
sector. Regular review still recommended.
VAT is a STATUS question: required / voluntary / outside threshold.
B2B SMEs — particularly those supplying larger companies or government entities — often need VAT-compliant (mushak) invoicing
regardless of their own threshold.
Wrong VAT assumptions can distort pricing, invoice issuance, and reported turnover.
Flash scenarios: a garments supplier, a food processor, an IT service firm — classify each as required / voluntary / outside threshold.
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Tax & VAT Diligence Folder
Teach proof, not theory.
TIN Certificate
BIN (if applicable)
Payroll Tax Support
Filed Returns
Payment Records
Invoice–Bank Reconciliation
"A company with orderly challans, returns, and reconciliations feels lower-risk than one that says 'our accountant has everything
somewhere.'"
Participants list the 3 documents their bank would ask for first — and mark which ones they can produce today versus which ones are missing.
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Governance Made Practical
Founders need an operating model for decisions.
Board Matters
Shareholder Matters
Reserved Matters
Decisions requiring documented authorisation
— major supplier contracts, new business lines,
significant capital expenditure.
Expenditure limits and constitutional matters —
protects ownership and clarifies who can sign
on behalf of the company.
Capital changes, constitutional amendments,
and founder equity arrangements.
Signatory Controls
Related-Party Discipline
Dispute Prevention
Transactions between founders and the
company must be at arm's length and properly
documented.
Who can bind the company financially and
legally. Avoids unauthorized commitments.
Clear authority structures prevent conflicts
from becoming lawsuits or company freezes.
Give 5 scenarios — signing a large supplier contract, changing the registered address, hiring a senior manager, taking a bank loan — and ask who must authorise each.
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W O R K S H O P M O D U L E
M O D U L E 4
Governance, Contracts & Employment
Founders Agreement — What It Solves
Essential for multi-owner SMEs — protects the business if the relationship between owners changes.
Roles & Decision Rights
Confidentiality
Vesting Schedule
Deadlock Handling
IP Assignment
Exit Mechanics
Why It Matters
The purpose is not mistrust — it is to protect the business if co-owner relationships change. Without a documented ownership agreement, a
departing partner can freeze operations, demand asset liquidation, or block banking mandates. An inactive co-owner holding a large share creates
serious operational and financing risk for the active owners.
Red-flag hunt: identify three missing clauses in a short founders agreement extract.
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Shareholder Agreement for Multi-Owner SMEs
K E Y D O C U M E N T S E Q U E N C E
C L A U S E S T O R E C O G N I S E
1
2
3
4
Term Sheet
Pre-emption rights
Establishes the framework for the SME financing or partnership
arrangement.
Anti-dilution provisions
Drag-along and tag-along
Reserved matters
Shareholder Agreement
Governs the ownership relationship, profit sharing, and
management authority among co-owners.
Subscription Documents
Documents and implements any share transfers or new share
issuances at RJSC.
Information rights
Disclosure Schedules
Ensures all representations about the business are recorded
and verifiable.
Liquidation preference
Teaching objective: SME owners should know which clauses protect their interests — not how to draft them, but how to read and question them.
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Contracts Every SME Must Have in Place
Sound contracting is what separates well-run SMEs from those exposed to avoidable disputes.
Control: supplier agreements, customer/buyer contracts, employment terms, service agreements, NDA and confidentiality clauses, and
outsourcing arrangements for key functions.
Each contract must clearly allocate: scope, payment, IP, confidentiality, liability, termination, and dispute resolution.
"We downloaded it online or used ChatGPT" is not a legal strategy.
An SME signs a supply agreement with no delivery penalty clause and no quality standard — when the buyer rejects a shipment, there is no
contractual basis for recovery or dispute resolution.
Which 5 clauses would you never leave out of a supplier or customer contract — payment terms, delivery standards, liability, IP, and dispute resolution.
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Dispute Resolution Clauses
Making law feel practical.
Negotiation and mediation: preserve relationships and keep costs lower.
Arbitration: can provide a private and enforceable forum.
Litigation: usually the last resort.
Drafting goal: create an escalation path — not just choose a courtroom.
Role play: SME owner and a defaulting buyer negotiate whether to escalate to arbitration or accept mediation — what does the contract say?
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Employment Compliance
For growing SMEs, employment compliance is a common weak spot — and a common cause of disputes and penalties.
Employment risk for SMEs: absence of written appointment letters, undocumented leave and attendance, cash salary payments with no
record, and informal terminations without proper documentation.
The hidden issue for SMEs: are production workers, delivery staff, and support staff treated as employees or informal helpers — and what
are the legal obligations in each case?
Classification mistakes create disputes over terminal benefits, provident fund, gratuity, notice pay — and can lead to Labour Court
complaints that disrupt operations.
A "freelancer" working full-time under company supervision for months — but paperwork still looks like an ad hoc consultant.
Scenario vote: factory floor worker on daily wages / office manager on fixed salary / delivery driver paid per trip — employee, contractor, or legally uncertain?
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Employment & IP Ownership
Where law meets product value.
If an SME relies on a product formula, brand, proprietary process, or business know-how — it must be able to show who created it and why
the business legally owns it.
Contracts should expressly address IP assignment, confidentiality, and permitted use of company materials.
Banks and buyers focus on this because a business cannot pledge or licence what it does not clearly own — and disputes over IP can freeze
operations entirely.
A product designer creates the core packaging design and brand identity, then leaves — the employment contract never assigned IP to the
company, creating a costly dispute during a licensing negotiation.
Each participant: name your 3 most valuable business assets (brand, formula, process, client list) — does a document prove the company owns each one?
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Trademark, Copyright, Trade Secret
A simple hierarchy of urgency.
Trademarks: protect brand identity — the first formal IP step for any SME building market presence. Registration with DPDT (Department of
Patents, Designs and Trademarks) is the practical first action.
Copyright: especially relevant for software, content, design, and documentation.
Trade secrets: depend heavily on contractual and operational secrecy controls.
Not every SME needs patents — most need basic branding protection and clear IP assignment in employment and supplier contracts as an
immediate priority.
Hands up: who has a registered trademark at DPDT, who has applied, and who is relying only on trade name use without formal protection?
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Data & Cyber Risk for Founders
Operational and sober.
Manage: privacy notices, consent logic, access controls, vendor diligence, and breach response discipline.
The Cyber Security Act, 2023 makes cyber misconduct a serious legal issue — governance around systems is not optional.
Treat customer data — including payment details, contact information, and order histories — as a regulated trust asset, not casual business
information.
An SME e-commerce or fintech-adjacent business with no access controls, no vendor data agreements, and no incident response plan —
storing customer ID and payment data with no protection framework.
* The Cyber Security Act, 2023 replaced the Digital Security Act, 2018. Facilitators should confirm operative provisions with participants based on their specific business
context.
Breach drill: what must be preserved in the first hour after a suspected data leak?
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W O R K S H O P M O D U L E
M O D U L E 5
Sector, Data & Financing
Sector-Specific Compliance Screening
A common and costly SME mistake — assuming a trade licence covers all regulated activities.
A trade licence and RJSC incorporation do NOT automatically authorize regulated activity.
Food processing, garments and export, pharmaceuticals, financial services, construction, healthcare, transport and logistics, and import-
export operations all require specific regulatory approvals beyond the trade licence.
The founder habit: idenꢀfy the acꢀvity → idenꢀfy the regulator → idenꢀfy evidence of permission.
A food processing SME expands into export without obtaining the required BSTI certification and export registration — leading to shipment
rejection and regulatory penalties.
Write the name of the primary regulatory authority for their business sector — and whether they currently have documented approval from that authority.
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Sector Examples
Garments & Export: RMG and non-RMG exporters must comply with BGMEA/BKMEA membership requirements, bonded warehouse
approvals, export registration with EPB, and factory compliance standards for international buyers. One missing certification can halt a
shipment.
Food, Pharma & Consumer Products: BFSA (food safety), DGDA (pharmaceuticals and medical devices), and BSTI (standards) each have
separate licensing, labelling, and facility requirements. Entering retail or export without the right approvals creates enforcement risk.
Claims in packaging, ads, and product labelling can trigger regulatory action from multiple agencies — especially for food, health, and
consumer goods SMEs targeting formal retail or export.
"What legally significant activity are we performing?" — not just "What app are we building?"
Each table: write the name of your primary regulatory authority — e.g., BFSA, DGDA, BGMEA, BTRC, BB. Confirm whether you currently hold documented
approval from that authority. Mark YES / NO / UNSURE.
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SME Financing & Government Schemes
Practical options many SME owners overlook or misunderstand.
Bangladesh Bank operates dedicated SME refinancing windows through commercial banks — including schemes for women entrepreneurs,
small enterprises, and specific sectors such as agro-processing and light manufacturing.
The SME Foundation provides technical assistance, credit guarantee support, and cluster-based financing. BIDA and relevant export
promotion bodies also run SME-specific grant and incentive programmes.
Access to these schemes almost always requires documented compliance: tax filings, RJSC records, valid trade licence, bank statements, and
often audited accounts. Compliance is the qualification, not an optional extra.
An SME applying for a Bangladesh Bank SME refinancing loan through a commercial bank must present clean, consistent records — gaps in
tax filings or RJSC returns are common reasons for rejection at the branch level.
Quick poll: who has applied for an SME Foundation or Bangladesh Bank SME scheme — and what documentation was requested?
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The Bank Loan Documentation Folder
Most SME loan rejections are documentation failures, not creditworthiness failures.
Core loan folder: certificate of incorporation or trade licence, TIN and tax returns (last 3 years), bank statements (last 12 months), audited
accounts (if available), RJSC annual return, key supplier/customer contracts, and valid sector licences.
Order matters — banks infer risk from the ease or difficulty of obtaining reliable documents. A business that cannot produce its own basic
records is difficult to underwrite.
The same documentation discipline helps with government tenders, enterprise supplier qualification, and export buyer audits.
An SME owner who can produce a clean loan folder in one day signals a well-run business; one who needs weeks to locate basic documents
signals operational and compliance risk to the lender.
Timed exercise: each table names the 5 documents a bank loan officer/foreign funder would request first — and marks which ones they can produce today.
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W O R K S H O P M O D U L E
M O D U L E 6
Readiness Audit & Roadmap
Readiness Scoring Tool
Where the workshop becomes a practical self-assessment for each business.
Score each area Red / Amber / Green: trade licence & RJSC, tax filings & TIN, VAT status & BIN, supplier & customer contracts, employment
records, IP documentation, sector approvals, banking records, data practices, and overall documentation readiness.
Red = blocker or major weakness. Amber = incomplete but fixable. Green = evidence-backed readiness.
Participants should score based on EVIDENCE that exists today — not what they intend to complete or believe is in order.
"We think the IP is ours" is amber or red unless contracts and proof support the claim.
Give the room 3 minutes to self-score their business across 10 compliance categories — then ask who has more red than green.
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Case Study: SME with Hidden Compliance Gaps
A real-world pattern seen across Bangladeshi SMEs applying for growth financing.
Scenario: RJSC incorporation ✓, customer traction ✓, investor interest ✓ — but no founders agreement, weak IP assignment, late tax filings,
uncertain sector permissions.
Options: submit the loan application now and hope / disclose gaps and request time to remediate / run a 30-day compliance sprint before
resubmitting.
The real lesson: sequencing — fix what changes bankability or creates regulatory exposure FIRST.
A lapsed trade licence or inconsistent tax filing usually outranks minor document tidying — it can directly disqualify the application or trigger
an NBR interest calculation that changes the repayment picture entirely.
Group debate: in this SME scenario, choose the top 3 compliance gaps to fix in the first 30 days before resubmitting the loan/funding application.
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Build the 30-60-90 Day Roadmap
A practical SME compliance sprint — from disorganised to loan-ready.
30 Days: fix the blockers — renew trade licence, file overdue RJSC returns, resolve outstanding tax or VAT arrears, and open or regularise the
business bank account.
60 Days: tighten operations — issue written employment contracts, document supplier and customer agreements, confirm sector-specific
licences are valid, and organise the core compliance folder.
90 Days: prepare for financing — ensure tax returns reconcile with bank statements, gather audited or reviewed accounts, confirm all
statutory filings are current, and build the bank loan documentation folder.
A compliance roadmap is useful only if every item has an owner, a deadline, and a clear evidence target — not just a vague intention to sort
it out.
Each participant drafts 3 immediate actions, 3 actions for the next 60 days, and 3 things they will have completed before their next bank/funding or financing conversation.
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Closing Message
Legal and compliance readiness is not a separate project from business growth — it is what makes growth sustainable, bankable, and defensible.
For Bangladeshi SMEs, the practical baseline is a properly registered entity plus disciplined RJSC filing, tax and VAT compliance, documented
contracts, proper employment records, IP protection, and valid sector approvals.
You do not need perfection before approaching a bank or partner — but you need clarity, evidence, and a credible plan to close any gaps.
“Do not walk into a bank, a tender, or a partnership with stories; walk in with documents.”
Shafqat Aziz | Barrister (Lincoln’s Inn) | LLM Corporate Law, NTU | PGDL, UWE Bristol | LL.B, BPP University | Civil-Commercial Mediator (ADR-ODR)
BD Legal & Compliance Workshop · Orange Corners Bangladesh · Cohort 5 Post-Incubation
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