GNB/BHO/AD/2025/62 Date: 20/11/2025
Terms of Reference (TOR)
Hiring Legal Consultants, Law Firms, or Corporate Service Providers for Registration of Protibeshi Private Limited Company
For: Good Neighbors Kendrio Mohila Samabay Somity Limited
(A business entity owned and operated by Good Neighbors Bangladesh-supported Cooperatives in the Sirajganj Community Development Project area of Good Neighbors Bangladesh)
|
Date of Publication |
20 November 2025 |
|
Deadline of submission |
29 November 2025, at 05:00 PM |
|
Submission Email |
1) Introduction and Background:
Good Neighbors Bangladesh (GNB), on behalf of Good Neighbors Kendrio Mohila Samabay Somity Limited, invites qualified legal consultants, law firms, or corporate service providers to provide comprehensive legal services for the registration of Protibeshi Private Limited Company (Protibeshi Pvt. Ltd.) – a wholly owned subsidiary of Good Neighbors Kendrio Mohila Samabay Somity Limited under the Companies Act 1994.
Good Neighbors Bangladesh (GNB) is a member organization of Good Neighbors International (GNI). Since 1996, GNB has been operating in Bangladesh as an international non-governmental organization dedicated to improving the lives of deprived children, their mothers, and families through education, health services, economic security, protection, community development, water and sanitation, and disaster relief initiatives.
Currently, GNB serves approximately 21,000 children, along with their mothers and families, through 2 urban and 15 rural projects across 13 districts of Bangladesh.
To advance its mission of economic empowerment, GNB has facilitated the formation of 25 women-led cooperatives under 17 Community Development Projects (CDPs), representing over 38,000 active women members. These cooperatives are centrally represented by Good Neighbors Kendrio Mohila Samabay Somity Limited, registered with the Department of Cooperatives.
To overcome the operational and market limitations of the cooperative structure and to enable scalable, legally compliant, and sustainable business growth, GNB, through its Social Economy Department, proposes the formation of Protibeshi Private Limited Company. This will be a fully owned subsidiary of Good Neighbors Kendrio Mohila Samabay Somity Limited, acting as an umbrella private limited company to professionally manage and expand multiple social and commercial business ventures (e.g., Fashion House, Handicrafts, Integrated Agro Farm, Samabay Bazar, Super Shop, Mustard Oil, Spices, etc.).
Protibeshi Private Limited Company will be registered with its corporate office located at Sirajganj Community Development Project, Ghurka, Raiganj, Sirajganj, Bangladesh
2) Objectives of the Assignment:
The primary objective of this consultancy is to provide expert legal services to facilitate the complete and compliant registration of Protibeshi Private Limited Company. Specific objectives include:
(a) To provide expert advice on the optimal company structure (Umbrella Private Limited Company) as per the Companies Act 1994.
(b) To manage the entire registration process with the Registrar of Joint Stock Companies and Firms (RJSC).
(c) To secure all mandatory post-incorporation registrations and initial business licenses.
(d) To ensure the company’s foundational documents are robust and aligned with GNB’s social enterprise goals and governance requirements.
(e) To provide clear guidance on ongoing corporate compliance obligations.
3) Scope of Work
The selected consultant/firm will be responsible for the following tasks:
3.1 Pre-Registration Advisory & Documentation:
· Provide expert advisory on optimal company structure, share capital, and directorship in line with the Companies Act, 1994.
· Conduct name reservation and obtain Name Clearance Certificate from the Registrar of Joint Stock Companies and Firms (RJSC).
· Draft, finalize, and print the Memorandum of Association (MoA) and Articles of Association (AoA) with objects clause covering all proposed business activities.
· Prepare all statutory forms (e.g., Form VI, Form IX, Form X, Form XII), declarations, and affidavits required for submission to RJSC.
· Advise on and prepare documentation for proposed directors and shareholders.
3.2 Company Registration with RJSC:
ü Submit all documents to RJSC and liaise throughout the process to obtain the Certificate of Incorporation.
ü Apply for and secure the Company Tax Identification Number (TIN) from the National Board of Revenue (NBR).
ü Apply for and secure the Business Identification Number (BIN) for VAT purposes.
ü Obtain the initial Trade License for the company’s registered office address.
3.3 Post-Incorporation Registrations & Licenses:
· Facilitate the application for and acquisition of the Import Registration Certificate (IRC) and Export Registration Certificate (ERC).
· Secure membership with relevant trade bodies (e.g., relevant Chamber of Commerce & Industry, Bangladesh Garment Manufacturers and Exporters Association (BGMEA) or others as applicable) and provide the incorporation certificate of such membership.
· Manage the application process for the company’s Trademark and Logo registration with the appropriate government body.
· BSTI approval, Factory License, Fire License, Environmental Clearance Certificate and others certificate as per need for present business (Protibeshi Mustard Oil, Protibeshi Fashion house, Protibeshi Handicrafts, Protibeshi Integrated Agro Farm, Protibeshi Spices, as per need)
3.4 Post Registrations Advisory and Handover:
· Brief the Board of Directors on their roles, responsibilities, and ongoing constitutional compliance requirements.
· Advise on the structure and conduct of the first Board Meeting.
· Provide a comprehensive handover including all original documents, certified copies, and a checklist of future compliance dates (annual returns, renewal of licenses, etc.).
4) Methodology & Approach
· Collaborative Consultation: Work closely with the designated team from GNB’s Social Economy Department and Good Neighbors Kendrio Mohila Samabay Somity Limited leadership.
· Transparent Process: Maintain clear and regular communication on the status of each step.
· Compliance-First: Ensure all actions are in strict compliance with the Companies Act 1994 and other relevant laws of Bangladesh.
· Timeliness: Execute the assignment within the agreed timeframe.
5) Key Deliverables
The consultant will be responsible for delivering the following:
(a) Inception Report & Work Plan: Detailed timeline and plan for the entire registration process.
(b) Certificate of Incorporation for Protibeshi Private Limited Company from RJSC.
(c) Original Memorandum of Association (MoA) and Articles of Association (AoA) as registered with RJSC.
(d) Company TIN Certificate from the National Board of Revenue (NBR).
(e) Company BIN (VAT) Certificate from NBR.
(f) Trade License for the company’s registered office.
(g) Import Registration Certificate (IRC) and Export Registration Certificate (ERC) in the company’s name.
(h) Membership and Incorporation Certificate from 01 relevant Chamber of Commerce and/or trade association (e.g., BGMEA, BKMEA, etc. as
applicable).
(i) Official confirmation of application submission for the company’s Trademark / Logo Registration.
(j) BSTI approval, Factory License, Fire License, Environmental Clearance Certificate and others certificate as per need for present business (Protibeshi Mustard Oil, Protibeshi Fashion house, Protibeshi Handicrafts, Protibeshi Integrated Agro Farm, Protibeshi Spices, se per need)
(k) Final Handover Report: Including all original documents, certified copies, a comprehensive checklist of achieved milestones, and a calendar of future compliance requirements.
6) Duration and Location of the Assignment:
The assignment must be completed within a maximum period of 2 (Two) months from the signing of the contract.
Location: The consultant may be required to operate from/organize meetings in Dhaka and Sirajganj as needed for documentation and coordination with the Good Neighbors Kendrio Mohila Samabay Somity Limited board
7) Consultant Qualifications and Experience
(a) Legal Standing: The firm/consultant must be a registered legal practitioner or a firm of advocates/consultants with valid credentials.
(b) Experience: Minimum of 5 years of proven experience in company registration and corporate legal advisory services in Bangladesh.
(c) Track Record: Demonstrable experience in successfully registering private limited companies, particularly for NGOs, cooperatives, or social enterprises. Experience with RJSC processes is mandatory.
(d) Experience with preparing Memorandum and Articles of Association for social enterprises or cooperative-owned companies will be an added advantage
(e) Resources: The firm must have a dedicated team with the capacity to handle the assignment efficiently and meet the deadline.
(f) References: Provide
at least two certificates of satisfactory completion for similar assignments
from reputable clients.
8) Budget and Payment Terms
F The financial proposal must be a lump-sum, all-inclusive fee (including all government fees, consultancy fees or service charges, documentation, travel, liaison costs, VAT, etc.). A detailed breakdown must be provided.
F Good Neighbors Bangladesh will ensure VAT as per government laws.
F Good Neighbors Bangladesh will deduct Advance Income Tax (AIT) at source as per prevailing government laws and deposit it with the National Board of Revenue (NBR).
F Payment Schedule: Payment will be made in three installments in account payee cheque on favor of consultant/organization bank
account upon successful completion of milestones:
ü 20% upon signing of the contract, submission of the Inception Report & Work Plan and obtaining Name ClearanceCertificate.
ü 60% upon successful submission of all documents to RJSC, obtaining the Certificate of Incorporation, Trade License, TIN
and BIN Certificates.
ü 20% – Upon obtaining Chamber of Commerce Membership, IRC and ERC and submission of the Final Handover Report and all original documents.
9) Ethical Compliance and Safeguarding
· The consultant must adhere to the highest ethical standards and GNB’s Policy on Protection from Sexual Exploitation and Abuse (PSEA), Child Protection Policy, and Code of Conduct.
· All documents and information provided by GNB are confidential and shall not be disclosed to any third party.
· Any violation of ethical or safeguarding policies will result in immediate contract termination.
10) Required Documents for Submission
Applicants must submit the following documents by email to procurement@gnbangla.org by November 29, 2025 at 5:00 PM:
i. Completed Expression of Interest (EOI) Application Form
ii. Technical Proposal (including detailed methodology, work plan, team composition and CVs of key personnel assigned to
the task).
iii. Detaile Financial Proposal (itemized and inclusive)
iv. Company/Consultant Profile and relevant legal registration documents (Trade License, TIN, VAT Certificate).
v. Evidence of similar experience (e.g., work completion certificates, copies of previous incorporation certificates obtained for clients – with sensitive information redacted).
vi. References from at least two previous clients for similar work.
Good Neighbors Bangladesh reserves the right to accept or reject any or all submissions without providing any reason. Only shortlisted applicants will be contacted for further discussion.
PSEA Policy:
Good Neighbors Bangladesh maintans zero tolerance approach for all forms of sexual exploitation and abuse (PSEA). Stakeholders must be concerned about issues such as child rights, PSEA, and safety. If any of the stakeholders violates the PSEA policy, a child rights issue, or a safety issue, Good Neighbors Bangladesh has the right to terminate the contract immediately.