This Bangladesh Tax, VAT & Matchmaking Policy (“Policy”) explains the nature of the services provided by MiNigh (“Platform”) in Bangladesh and the Platform's approach to Bangladesh tax, VAT, turnover-tax, withholding, reporting and related compliance obligations.
This Policy applies to users, hosts and other persons participating in transactions through the Platform in Bangladesh.
This Policy should be read together with the Platform's Terms of Service, Privacy Policy, Host Terms, Payment Terms and other applicable policies, including the Platform's Event Hosting Agreement and Platform Terms (Bangladesh).
MiNigh is a digital matchmaking and social-connection platform.
The primary purpose of the Platform is to facilitate social introductions, interpersonal connections, matchmaking and opportunities for users to meet and connect with other people.
The Platform may provide these services through several integrated features, including:
The Wish feature enables users to communicate their preferences, interests, intentions or desired social connections for the purpose of facilitating compatible introductions and matchmaking.
The Whisper feature enables users to communicate and interact with one another for the purpose of establishing social, personal or romantic connections and potential matchmaking relationships.
The Events feature enables users to discover, register for and participate in social events designed to facilitate introductions, interaction, connection and matchmaking.
Events made available through the Platform may be organized or hosted by independent hosts.
The purpose of such Events is to provide participants with opportunities to meet, interact and establish social, personal or romantic connections.
Accordingly, Wish, Whisper and Events are components of the Platform's integrated matchmaking and social-connection service.
The Bangladesh Value Added Tax and Supplementary Duty Act, 2012 (“VAT & SD Act”) provides for exemption from VAT for supplies specified in the First Schedule.
Section 26 of the VAT & SD Act provides that supplies specified in the First Schedule are exempt from VAT.
The NBR's published VAT exemption guidance identifies, under personal services, services provided by a “match-making organization” as an exempt service.
Accordingly, based on the nature and purpose of its Bangladesh activities, the Platform intends to operate its qualifying matchmaking services under the VAT treatment applicable to qualifying matchmaking services.
The Platform's principal service is intended to be understood as a matchmaking and social-connection service rather than as a general entertainment, accommodation, restaurant, transportation or unrelated commercial service.
The Platform will nevertheless comply with any binding determination, notification, order, assessment or other lawful requirement issued by the National Board of Revenue (“NBR”) or another competent authority.
Legal references:
Where a supply made by the Platform qualifies as an exempt matchmaking service under the applicable Bangladesh VAT framework, the Platform will not charge the standard 15% VAT on that exempt supply.
For example:
The Platform will not describe an amount as VAT where VAT is not legally chargeable on the relevant exempt supply.
The fact that no VAT is charged does not necessarily mean that the transaction is outside all Bangladesh tax or regulatory requirements.
Section 15(1) of the VAT & SD Act provides for VAT on taxable imports and taxable supplies.
Section 15(3) provides that, unless otherwise provided by the Act, the standard VAT rate is 15%.
Therefore, where a supply made by the Platform is taxable and does not qualify for an applicable exemption or special rate, the applicable VAT may be charged at the rate prescribed by Bangladesh law.
The Platform may update its customer pricing and tax collection procedures if the applicable VAT treatment changes.
For Bangladesh VAT purposes, the Platform will determine its registration and turnover-tax obligations by reference to the applicable statutory provisions and current NBR guidance.
The current NBR VAT compliance guidance states:
Annual taxable turnover up to Tk 30 lakh — Where the relevant taxable turnover does not exceed Tk 30 lakh during the applicable 12-month period, mandatory turnover-tax enlistment does not arise under the stated threshold.
Annual taxable turnover above Tk 30 lakh and up to Tk 80 lakh — Where relevant taxable turnover exceeds Tk 30 lakh but does not exceed Tk 80 lakh, the person is generally required to be enlisted for turnover tax under the applicable framework.
Annual taxable turnover above Tk 80 lakh — Where relevant taxable turnover exceeds Tk 80 lakh, VAT registration is generally required under the applicable framework.
The relevant thresholds are applied to the turnover of the economic activity in accordance with the VAT & SD Act and applicable NBR rules and guidance.
The Platform specifically notes that the applicable NBR guidance excludes certain amounts from the turnover thresholds, including the value of exempt supplies.
Accordingly, an exempt matchmaking supply is not automatically treated in the same manner as a taxable supply when determining whether the applicable turnover threshold has been exceeded.
The Platform will determine the treatment of its supplies based on their actual legal and tax classification. The Platform will not artificially divide, rename or restructure transactions solely for the purpose of avoiding a statutory tax obligation.
Where the Platform acts as an intermediary as described in Section 11 (Platform Commission and Host Payments), the Platform's own taxable supply to the customer is the facilitation/matchmaking service, and the consideration for that supply is the Platform's own commission or service fee — not the gross amount paid by the customer, and not the amount payable to the host.
For example, using the figures in Section 11 (customer payment Tk 1,000; host entitlement Tk 800; Platform commission Tk 200):
Where the Platform's own commission qualifies as consideration for an exempt matchmaking supply under Section 3, that commission is an exempt supply and is accordingly excluded from the Platform's taxable-turnover calculation under this Section 7 — regardless of the amount of commission earned.
Where any part of the Platform's revenue does not qualify as an exempt matchmaking supply (for example, if a specific fee or service is legally characterized differently), that portion is included in the Platform's taxable-turnover calculation and assessed against the thresholds in Section 6 on its own.
The Platform will maintain records sufficient to distinguish exempt matchmaking commission revenue from any other revenue for this purpose.
Where the Platform or another person is required to be enlisted for turnover tax, the applicable turnover tax is imposed under section 63 of the VAT & SD Act.
Section 63(1) provides for turnover tax at 3% of turnover for a person enlisted or required to be enlisted for turnover tax.
Accordingly, where the turnover-tax regime applies: Applicable turnover × 3% = turnover-tax liability.
For example, if applicable taxable turnover were Tk 40,00,000: Tk 40,00,000 × 3% = Tk 1,20,000.
Turnover tax is different from standard VAT. A person subject to the turnover-tax regime should not represent the turnover tax as standard 15% VAT unless the law specifically requires otherwise.
For clarity:
| Tax status | General treatment |
|---|---|
| Below applicable turnover-tax threshold | No mandatory turnover-tax enlistment based solely on the threshold |
| Above Tk 30 lakh up to Tk 80 lakh | Turnover-tax regime, generally 3% |
| Above Tk 80 lakh | VAT registration generally required |
| Qualifying exempt matchmaking supply | VAT exemption may apply regardless of the standard 15% VAT rate |
The applicable treatment always depends on the actual supply and the law in force at the relevant time.
Events conducted through the Platform are intended to facilitate matchmaking and social interaction. An Event may include: social introductions; facilitated conversations; compatibility activities; group interaction; speed-dating activities; matchmaking games; social networking activities; personal introductions; and other activities designed principally to facilitate interpersonal connections.
The Platform does not classify an Event solely by its physical location. An Event remains part of the Platform's matchmaking service where its principal purpose and actual operation are to facilitate matchmaking and social connection.
If an Event includes a separate taxable service, such as a restaurant, accommodation, transportation or another separately supplied service, that separate service may have its own tax treatment.
The Platform may operate as an intermediary between a customer and an independent host. For example:
Where the contractual and legal arrangement establishes that the host provides the underlying meetup/Event service and the Platform merely facilitates the transaction, the Platform may account for the Tk 800 as an amount payable to the host and the Tk 200 as the Platform's commission.
The Platform does not automatically treat every amount passing through its payment or wallet system as its own economic revenue. The accounting and tax treatment will depend upon the actual contractual relationship, legal supply and applicable Bangladesh law.
Where the Platform temporarily receives money belonging economically to an independent host, such amount may be recorded as a payable or settlement obligation rather than Platform revenue, where supported by the actual legal arrangement and applicable accounting principles.
The Platform will maintain appropriate records of: customer payments; refunds; host entitlements; Platform commissions; taxes; adjustments; withdrawals; and settlement transactions.
Each host remains responsible for the taxes applicable to the host's own activities. Depending on the host's circumstances, these obligations may include: income tax; VAT; turnover tax; TIN registration; VAT/BIN registration; withholding tax; business registration; tax-return filing; and other statutory reporting obligations.
The Platform does not provide individual tax advice to hosts.
Where the Platform is legally required to deduct or withhold tax from a payment made to a host, the Platform will deduct the applicable amount before paying the remaining amount to the host.
As of the Effective Date, the Platform applies a withholding rate of 15% to relevant host payments, under the applicable provisions of the Income Tax Act 2023 and its rules governing payments for services rendered by a resident.
This classification and rate are subject to the applicable withholding rules in force at the time of payment and may be revised if NBR issues a different or more specific classification for digital matchmaking/introduction-facilitation services. The Platform will update this rate and notify hosts if the applicable classification changes.
This withholding is calculated on the host's own entitlement (see Section 11) and is entirely separate from, and calculated independently of, the Platform's own commission or the gross customer payment.
Any tax withheld for remittance to a government authority will not be treated as Platform revenue merely because the Platform temporarily receives or controls the amount. The Platform may issue or provide the applicable evidence of withholding or payment where required.
The Platform may require hosts to provide tax information, including where applicable: full legal name; trading or business name; Taxpayer Identification Number (TIN); National Identification information; tax residency; residential or business address; business status; VAT/BIN information; bank/payment information; nature of economic activity; and other information reasonably required for tax and regulatory compliance.
The Platform may request updated information where the information previously provided becomes inaccurate or incomplete.
Before receiving payments through the Platform where tax information is required, a host may be required to complete the Platform's Bangladesh Taxpayer Identity and Tax Information Declaration.
The declaration confirms the identity and accuracy of the information supplied by the host. The declaration does not constitute a determination by the Platform of the host's personal tax liability.
The Bangladesh operation may be conducted through a proprietorship, company, partnership or another legally recognized form of business. VAT obligations are determined by the applicable VAT legislation and the nature and turnover of the economic activity.
The fact that the Bangladesh business is a proprietorship does not, by itself, create an exemption from VAT or turnover-tax requirements.
Where VAT registration is legally required, the Platform will seek and maintain the appropriate VAT registration and Business Identification Number (“BIN”). Where turnover-tax enlistment is required, the Platform will obtain the appropriate turnover-tax certificate/BIN as applicable.
The Platform may voluntarily register where permitted by law. The Platform will not represent itself as VAT-registered unless it actually holds the required registration.
The Platform intends to maintain accounting records that distinguish, where applicable: Platform revenue; host amounts payable; customer funds; commissions; refunds; VAT; turnover tax; withholding tax; payment-processing charges; foreign-exchange differences; and other applicable income and expenses.
The accounting treatment will be based on the legal and contractual substance of the transactions.
The Platform may retain transaction records and tax information for the period required by Bangladesh law. Such records may include: user identity information; host identity information; tax information; booking records; Event records; payment records; commission records; settlement records; refund records; tax records; and communications relevant to tax or regulatory compliance.
Where legally required, information may be provided to NBR or another competent authority.
Bangladesh tax legislation, VAT rules, SROs, NBR orders, notifications, guidance and administrative practices may change. If the applicable law changes, the Platform may modify: its tax classification; VAT treatment; turnover-tax treatment; customer pricing; host settlement procedures; tax-information requirements; registration status; and this Policy.
This Policy explains the Platform's intended tax and VAT framework. It does not constitute individual legal, accounting or tax advice.
A user or host requiring advice concerning their personal tax obligations should consult a qualified Bangladesh tax adviser, VAT practitioner or lawyer.
This Policy is based principally on the following Bangladesh legal framework and NBR materials, as applicable and as amended from time to time:
The Platform will apply the version of the law and regulatory instruments legally in force at the relevant time.
The Platform's description as a matchmaking platform reflects the actual intended purpose and operation of its Wish, Whisper and matchmaking Event features.
The Platform does not claim that a general label of “matchmaking” automatically exempts every possible transaction or service offered through the Platform.
Where a particular supply is legally characterized differently, the applicable VAT or tax treatment will be determined according to that legal characterization. If NBR or another competent authority determines that a particular supply is taxable, the Platform will comply with that determination to the extent legally applicable.
