Title: Establishing An IT Firm in The Context of ICT Law and Partnership Law in Bangladesh
Title: Establishing An IT Firm in The Context of ICT Law and Partnership Law in Bangladesh
Title: Establishing An IT Firm in The Context of ICT Law and Partnership Law in Bangladesh
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United International University
Topic: Establishing an IT Firm in the Context of ICT Law and
Partnership law in Bangladesh.
Course Code: Law 4151
Course Titel: Business Law
Group Name: Rising Stars
Submitted to:
Jakowan
Submitted by:
Name ID
Md. Ashikur Rahman 111 152 135
Sadia Jahan Nayna 111 152 012
Tanjina Shabnam Ria 111 152 200
Sanzida Jahan 111 152 165
Maina Alam Alin 111 152 122
Section: A
Date of Submission:
May 14, 2018
Jakowan
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School of Business and Economics
Dear Sir,
With due respect, we are the undersigned students of Bachelor of Business Administration
(BBA) under the course of Business Law.
Though we are in learning curve, this report has enabled us to gain insight into the core fact of
business knowledge and function of different laws. So, it becomes as an extremely challenging
and interesting experience. Thank you for your supportive consideration for formulating an idea.
Without your inspiration, this report would have been an incomplete one.
If anything in the report is not understood clearly, please feel free to contact to the following e-
mail address. Lastly, I would be thankful once again if you please give your judicious advice on
effort.
Sincerely yours,
________________
E-mail: a.rahman9532@gmail.com
Acknowledgement:
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At first the reporters are thankful to almighty Allah, who gives them strength to complete this
report. Any work such as this must owe credit to a multiple of people. This is the reporter’s
humble effort to present gratitude in submitting this report which the reporters have truly drawn
upon own experience as students of Bachelor of Business Administration.
First and foremost, the reporters are indebted to Jakowan course instructor, for his generous
guidance through the work. His unstinting support, faith in us and inspiration from this project,
was a tower of strength in putting the pieces together and an unfailing source of cheer and
encouragement. So, warm thanks to the faculty for supporting the reporters and giving them
adequate amount of information.
Moreover, the reporters would like to thank their entire group member for co-operating with
each other who have given them support and well-wish to help carry their report. The reporters
are obliged to all the people who have helped them.
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Table of contents
Executive summary 06
Chapter 01:
1. Introduction 07
2. Methodology 08
Chapter 02:
1. Organization Profile 09
2. Our Products 09
Chapter 03:
Bibliography 17
Appendices 17
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Executive Summary:
Internet has opened up a new possibility for trade and commerce, which is electronic commerce.
E-commerce involves the use of the Internet in advertising, identification, payment and supply of
goods and services. Business-IT is a dynamic state in which a business organization is able to
use information technology (IT) to achieve business objectives - typically improved financial
performance or marketplace competitiveness. However, in order to facilitate e-commerce and
encourage the growth of information technology, the Information and Communication
Technology (ICT) Act, 2006 was enacted making provisions with a maximum punishment of 10
years imprisonment or fine up to taka 10 million or both. The ICT Act, 2006 as amended in 2013
is obviously a brilliant achievement of Bangladesh in the field of cyber law. Critics point out that
still there remain certain specific limitations of the said Act as under, The Act remains silent
about various intellectual property rights like copy right, trade mark and patent right of e-
information and data. The enactment has a major effect on e-commerce and m-commerce in
Bangladesh. But it keeps itself mum as to the electronic payment of any transaction. The
legislation was initially supposed to be applied to crimes committed all over the world but
nobody knows how this can be achieved in practice. Spamming has become a peril in the West
as such they have made anti-spamming provisions in cyber law. However, there is no anti-
spamming provision in our Act. The Act does not address any crime committed through using
mobile phones. This law made e-mails as evidence, conflicting with the country’s Evidence Act
that does not recognize e-mails as evidence. Undoubtedly the ICT Act is a historical step in the
cyber world. Further, it cannot be denied that there is the need to bring changes in the
Information Technology Act to make it more effective to combat cyber crimes and c-commerce
disputes. The Penal Code, 1860 was found insufficient to cater to the needs of new crimes
emerging from Internet expansion. Even some of the traditional crimes such as conspiracy,
solicitation, securities, fraud, espionage etc. are now being committed through Internet which
necessitates a new law to curb them. It was in the background that the ICT Act, 2006 was
enacted in Bangladesh for prevention of cyber crimes and regulates e-commerce. Prior to the
enactment of this Act, the law applicable to cyber offences was the Penal code, which was
enacted long back in 1860 when no one even thought of computer technology or cyber
criminality. With the coming into force of ICT Act, 2006, it become necessary to introduce
certain consequential change in certain provisions of the Penal Code, 1860 as also in the
Evidence Act, 1872, in order to meet the new requirements of the cyber space crimes as well as
c-commerce disputes. This is the high time to establish a strong and effective atmosphere for e-
commerce which will reaffirm the motto of “Digital Bangladesh”.
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Chapter 01:
Introduction:
Historical Background:
Internet has opened up a new possibility for trade and commerce, which is electronic commerce.
E-commerce involves the use of the Internet in advertising, identification, payment and supply of
goods and services.
Electronic commerce is rapidly growing as an impressive manifestation of globalization. The
rapid expansion of e-commerce is a major opportunity for local and international trade
development of LDCs including Bangladesh. E-Commerce started in Bangladesh in the late 90s.
The earlier e-commerce sites were actually gift sites targeted towards the Non-Residential-
Bangladeshis (NRB) living abroad. All the sites were based on abroad and had branches in
Bangladesh. During the years 2000-2008, the e-commerce sector observed a slow growth. There
were few e-commerce websites but there were no system for online transaction which was the
first condition for e-commerce. In addition, high cost of Internet and low penetration meant that few
people knew about these sites.
Though being an under developed country, selected segments of the Bangladeshi business
community has embraced technology with reasonable success. Personal computers and the
Internet are also emerging as day-to-day business tools. These positive indicators are favoring
the prospects of e-commerce in Bangladesh. Partnership Business a form of business
organization created through voluntary agreements of minimum two and maximum 20 persons
(the maximum was 10 in the case of banking business, but in the latest amendment proposal
made in late December 2011 on Bank Company Act 1991, maximum number of partners is 13),
with the intention of making and sharing profits among themselves. Banking companies in the
country are now governed under the Bank Company Act 1991 and Companies Act 1994. A
partnership can arise only as a result of an agreement or contract, expressed or implied, between
the partners. In Bangladesh, a partnership firm is to be formed under the provisions of the
Partnership Act 1932. A person of unsound mind is not eligible to become a partner. A minor is
also not eligible to become of partner in a firm. However, if all the partners agree, a minor may
only be admitted to the benefits of an already existing partnership. In that case he is not
personally liable, nor is his separate property for the debts of the firm, although his share in the
partnership property and profits will so be liable. By definition, a partnership is illegal if it
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consists of more than 20 persons in case of a general business and more than 10 persons in case
of business in banking. A partnership becomes illegal if its object is prohibited by law, or is
immoral, or opposed to public interest. A non-profit making association is not a partnership in
law of Bangladesh. In general, institutions or associations cannot be a member of a partnership.
Purpose Statement
To determine the implementation of using the ICT and Partnership law for an IT- Firm.
Lack of experience: The researchers did not have enough knowledge about the law. Moreover
they were not skilled in collecting data.
Methodology: Methodology consist of seven parts and they are as follows; Types of report
There are three basic types of report,
Descriptive report,
Comparative report,
Analytical or problem solving report,
The reporter prepared the report as a descriptive format. An overview on the ICT law and
partnership law as reported. They described the information dividing some subtopics. After
collecting the data researchers summarized the information. Those help the reader easily to
understand the report.
Types of data:
The researchers use both data in this report; primary and secondary data.
Primary Data: When someone refers to "primary data" they are referring to data collected by the
researcher. This is data that has never been gathered before, whether in a particular way, or at a
certain period of time. To collect primary data is an extremely costly task and, if associated with
a college or institute, requires permission and authorization to collect such data.
Secondary Data: Data collected by someone else for some other purpose. There is no less
validity with secondary data, but you should be well informed about how it was collected. The
researchers collect secondary data from newspaper, journals, books and website.
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Data presentation
The researchers use data presentation by both hard copy and soft copy.
Chapter 02:
Organization Profile: We some friends decided to establish an IT firm under Partnership Act,
1932 and ICT Act, 2006. Our firm’s name is “DigiTech”. We provide different types of games,
apps, software, website developing, digital marketing and multimedia content development. Our
mission is “To be the universal leader in identity management solution. We want to be the most
trusted partner for our customer by providing them with secure, reliable and innovative products,
tailored to meet their evenly need in identity and security management.” The vision of DigiTech
IT firm is to become the center of competence in quality, innovation and reliability in the South
Asian region. Our goal is to provide state of the competence and standard ICT products as
preparation of responsibility to produced across a worldwide range of ICT, Business, Social and
Public Organizations.
Our products: Our firm basically provides different types of apps like Android apps and IOS
apps. We developed different types of websites for business institution. We follow a set of best
practices with regard to Apple and open source frameworks and libraries. We provide online
games, pc games and mobile games. We also do digital marketing such as Search Engine
Optimization (SEO), Pay per Click (PPC) on Google AdWords, Social Media Marketing
(Facebook, Twitter etc), Email Marketing: Targeting high potential 5 to 10 lac corporate clients.
In the Multimedia Content development section, we offers -Video Demonstration, 2D/3D
Animation, Game Development for learning purpose and Multimedia Presentation and Product
Catalog.
Chapter 03:
The names of the partners are Md. Ashikur Rahman, Sadia Jahan Nayna, Tanjina
Shabnam Ria, Sanzida Jahan and Maina Alam Alin. The firm’s name is
“DigiTech.”
Our business is mainly providing IT products all over Bangladesh. DigiTech’s
head office will be situated at Firmgate, Dhaka.
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Total investment of the partners 1 corer and we will borrow another 1 corer from
Dutch-Bangla Bank Ltd.
Each partner will get 20 percent of the profit and also the loss.
DigiTech will do their business for maximum 10 years.
Preparation and auditing of annual accounts.
If any one partner want to leave, then he or she can leave any time. On that
moment he or she cannot use the firm’s name and the firm will not liable for
anything.
Arrangement of dissolution of the partnership should be taken by the decision of
all partners.
2. Right and duties of partners: Section 9 from the partnership Act 1932.
Each partner has their right to give opinion on any matter or problem a customer
faces.
When any partner is absent other partners can take his place and handle the
situation or problem
Each partner has the right to select their own flextime.
Every partner has the right to select their own agent.
Every partner can get coverage for any type of accident and damage from the IT
firm.
3. Duties: Section 9 from the partnership Act 1932.
Among five partners two of us will also play the roles of the agents. They are –
Md. Ashikur Rahman and Sadia Jahan Nayna
Agents will look after all the activities of the partners
Ashikur Rahman will be on the department of web developing and handle all the
customers who want to develop a web.
Sadia jahan Nayna and Tanjina shabnam will design or create software’s for
games.
Sanjida jahan and Mayna Alam Alin will create software’s for apps.
4. Investment of partners:
Total investment of partners is 1 corer taka. Each partner will invest 20 lakh Taka.
5. Insolvency of the partners: Section 34 from the partnership Act 1932.
When a partner gets insolvent he will lose all his rights from the firm. The
insolvent partner is not liable to follow any act of the firm. This is not liable to
take any obligation of the insolvent person.
6. Rights of outgoing partners to carry on competing business : Section 36
from the partnership Act 1932
When any partner will leave the firm for any purpose he is not able to use the
name of the firm, can't represent himself as a part of the firm. And all his shares
with the firm get cancelled.
7. Dissolution by the court: Section 44 from the partnership Act 1932
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If capitals have deficiency then on what amount the partners are getting share, they will
invest the equal amount of capital in the business.
8. Legal recognition of digital signature: Section 7 from the ICT Act 2006.
Legal recognition of digital signature is necessary to start our IT firm.
9. Registration: Section 59
When we get registered by the ICT Act, 2006 we will be able to run our business
as an IT firm in Bangladesh. So, the permission of government is essential here.
10. License:
We will apply for license of an IT firm and will collect it from the government.
11. Issuance of certificate: Section 36 from ICT Act, 2006.
Collecting certificate from the certifying authority is necessary for our business.
Chapter 04:
Post Establishment Period
After establishing the business with necessary requirements, there are some needed actions
regarding law. Which is the post establishment actions. The actions are:
Section12 THE CONDUCT OF THE BUSINESS: Subject to contract between the partners –
(a) Every partner has a right to take part in the conduct of the business;
(b) Every partner is bound to attend diligently to his duties in the conduct of the business;
(c) any difference arising as to ordinary matters connected with the business may be decided by a
majority of the partners, and every partner shall have the right to express his opinion before the
matter is decided, but no change may be made in the nature of the business without the consent
of all the partners;
(d) Every partner has a right to have access to and to inspect and copy any of the books of the
firm;
(e) in the event of the death of a partner, his heirs or legal representatives or theirduly authorised
agents shall have a right of access to and to inspect and copy any of the books of the firm.
Section 6. Legal recognition of electronic records: Where any law provides that information or
any other matter shall be in writing or in the typewritten or printed form, then, notwithstanding
anything contained in such law, such information or matter is rendered or made available in an
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electronic form: Provided that such information or matter is accessible so as to be usable for a
subsequent reference.
Section24. Renewal of licence—Licence issued under this Act shall be renewed automatically
for a certain period subject to paying fees in a prescribed procedure.
Section 33. Display of licence—Every Certifying Authority shall display its licence at a
conspicuous place of the premises in which it carries on its business.
1) Every subscriber shall exercise reasonable care to retain control of using of Digital Signature
Certificate and take all steps to prevent its disclosure to a person not authorized to affix the
digital signature of the subscriber.
(2) If the security of Digital Signature Certificate has been compromised by disobeying the rules
in sub-section (1) of this section, the subscriber shall communicate the same without any delay to
the Certifying Authority who has issued the Digital Signature Certificate in an agreed manner.
50. Penalty for failure to maintain books of accounts or record.—If any person fails to maintain
books of accounts or records which is supposed to be preserved under the provisions of this Act,
or rules and regulations made there under, the Controller or any officer of the Government
authorized by the Government by special order, as the case may be, can fine the person which
may extend to Taka two lakhs mentioning reasons in written by administrative order.
Section 51.Residuary penalty.—If any person contravenes any rules of this Act for which the
provision of penalties has not been fixed separately under the provisions of this Act, or rules and
regulations made there under, the Controller or any officer of the Government authorized by the
Government by special order, as the case may be, can fine the person for breaching the very rule
which may extend to Taka twenty five thousands mentioning reasons in written by
administrative order.
Section 54. Penalty for damage to computer, computer system, etc.--If any person, without
permission of the owner or any person who is in charge of a computer, computer system or
computer network,--
(a) accesses or secure access to such computer, computer system or computer networks for the
purpose of destroying information or retrieving or collecting information or assists other to do
so;
(b) downloads, copies or extracts any data, computer database or information from such
computer, computer system or computer network including information or data held or stored in
any removable storage medium;
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(c) introduces or causes to be introduced any computer contaminant or computer virus into any
computer, computer system or computer network;
(d) damages or causes to be damaged willingly in any computer, computer system or computer
network, data, computer database or any other programmers residing in such computer, computer
system or computer network;
(e) disrupts or causes disruption of any computer, computer system or computer network;
(f) denies of causes the denial of access to any person authorized to access any computer,
computer system or computer network by any means;
(g) provides any assistance to any person to facilitate access to a computer, computer system or
computer network, in contravention of the provisions of this Act, rules or regulations made there
under;
(h) for the purpose of advertisement of goods and services, generates or causes generation of
spams or sends unwanted electronic mails without any permission of the originator or subscriber;
(i) charges the services availed of by a person to the account of another person by tampering with
or manipulating any computer, computer system or computer network; then the above said
activities shall be treated as offences of the said person
(2) Whoever commits offence under sub-section (1) of this section he shall be punishable with
imprisonment for a term which may extend to three years, or with fine which may extend to Taka
three lakhs, or with both.
Section59. Punishment for failure to comply with order.--(1) Any person who fails to comply
with any order made under section 45 of this Act, then this activity of his will be regarded as an
offence.
(2) Whoever commits offence under sub-section (1) of this section he shall be punishable with
imprisonment for a term which may extend to one year, or with fine which may extend to Taka
one lakh, or with both.
Section 60.Punishment for failure to comply with order made by the Controller in
emergency :
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1) Any person who fails to comply with any order made under section 46 of this Act, then this
activity of his will be regarded as an offence.
(2) Whoever commits offence under sub-section (1) of this section he shall be punishable with
imprisonment for a term which may extend to five years, or with fine which may extend to Taka
five lakhs, or with both.
(2) Whoever aids committing any offence under sub-section (1) of this section he shall be
punishable with the punishment provided for the core offence.
88. Power of Government to make rules.--The Government may, by notification in the Official
Gazette and in the Electronic Gazette, make for all or any of the following rules for carrying out
of this Act:
(a) the manner in which any information or matter may be authenticated or any document may
be signed by means of digital signature;
(c) the manner and format in which electronic records shall be filed, or issued and the method of
payment;
(d) the matters relating to the type of digital signature, manner and format in which it may be
affixed;
(e) the qualifications, experience and terms and conditions of service of the Controller, Deputy
Controllers and Assistant Controllers;
(c) where the partnership is at will, by giving notice in writing to all the other partners of his
intention to retire.
(2) A retiring partner may be discharged from any liability to any third party for acts of the firm
done before his retirement by an agreement made by him with such third party and the partners
of the reconstituted firm, and such agreement may be implied by a course of dealing between
such third party and the reconstituted firm after he had knowledge of the retirement. (3)
Notwithstanding the retirement of a partner from a firm, he and the partners continue to be liable
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as partners to third parties for any act done by any of them which would have been an act of the
firm if done before the retirement, until publicnotice is given of the retirement Provided that a
retired partner is not liable to any third party who deals with the firm without knowing that he
was a party.
(4) Notices under sub-section (3) may be given by the retired partner or by any partner of the
reconstituted firm.
(c) solicit the custom of persons who were dealing with the firm before he ceased to be a partner.
(a) by the adjudication of all the partners or of all the partners but one as insolvent, orby the
happening of any event which makes it unlawful for the business of the firm to be carried on
(b) or for the partners to carry it on in partnership : Provided that, where more than one separate
adventure or undertaking is carried on by the firm, the illegality of one or more shall not of
itself cause the dissolution of the firm in respect of its lawful adventures and undertakings
Section 43, DISSOLUTION BY NOTICE OF PARTNERSHIP AT WILL. (1) Where the
partnership is at will, the firm may be dissolved by any partner giving notice in writing to all the
other partners of his intention to dissolve the firm.
(2) The firm is dissolved as from the date mentioned in the notice as the date of dissolution or, if
no date is so mentioned, as from the date of the communication of the notice.
Section44 DISSOLUTION BY THE COURT. At the suit of a partner, the Court may dissolve
a firm on any of the following grounds, namely :-
(a) that a partner has become of unsound mind, in which case the suit may be brought as well by
the next friend of the partner who has become of unsound mind as by any other partner;
(b) that a partner, other than the partner suing, has become in any way permanently incapable of
performing his duties as partner;
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(c) that a partner, other than the partner suing, is guilty of conduct which is likely to affect
prejudicially the carrying on of the business regard being had to the nature of the business;
(d) that a partner, other than the partner suing, wilfully or persistently commits breach of
agreements relating to the management of the affairs of the firm of the conduct of its business; or
otherwise so conducts himself in matters relating to the business that it is not reasonably
practicable for the other partners to carry on thebusiness in partnership with him;
(e) that a partner, other than the partner suing, has in any way transferred the whole of his
interest in the firm to a third party, or has allowed his share to be charged under the provisions of
rule 49 of Order XXI of the First Schedule to the Code of Civil Procedure, 1908, or has allowed
it to be sold in the recovery of arrears of land revenue or of any dues recoverable as arrears of
land revenue due by the partner;
(f) that the business of the firm cannot be carried on save at a loss; or
(g) on any other ground which renders it just and equitable that the firm should be dissolved.
Section49 PAYMENT OF FIRM'S DEBTS AND OF SEPARATE DEBTS. Where there are
joint debts due from the firm, and also separate debts due from any partner, the property of the
firm shall be applied in the first instance in payment of the debts of the firm, and, if there is any
surplus, then the share of each partner shall be applied in payment of his separate debts or paid to
him. The separate property of any partner shall he applied first in the payment of his separate
debts, and the surplus (if any) in payment of the debts of the firm.
(2) RIGHTS OF BUYER AND SELLER OF GOODWILL. Where the goodwill of a firm is sold
after dissolution, a partner may carry on a business competing with that of the buyer and he may
advertise such business, but,subject to agreement between him and the buyer, he may not
(c) solicit the custom of persons who were dealing with the firm before its dissolution.
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Conclusion:
These laws have been inherited from the British legal system and adapted to the country’s socio
cultural and religious context. In Bangladesh people find it difficult, who will obey and practice
the law and who will maintain the law. Because the judicial is slow in Bangladesh. It is also
considered as inefficient because the system accepts bribes.
The law system is a resource to an interpreter. The law stipulates that if any one who will
practice law and could not understand the language which is used by the court, he must be
provided with a translation in a language he understands.
Bibliography:
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