Corporate & Commercial Law

What we handle

• Company formation and governance. Incorporation of private and public limited companies under the Companies Act 1994; Articles and Memorandum drafting; shareholder agreements; board resolutions; statutory filings with the RJSC.
• Foreign direct investment. BIDA registration and compliance; share transfer to foreign investors; branch and liaison office set-up; repatriation of investment under Bangladesh Bank's Guidelines for Foreign Exchange Transactions.
• Shareholder and director disputes. Oppression and mismanagement petitions under s.233 of the Companies Act; derivative actions; removal of directors; valuation disputes.
• Commercial contracts. Drafting, review, and negotiation of distribution agreements, licensing deals, joint ventures, supply contracts, service agreements, and non-disclosure agreements.
• Mergers, acquisitions, and restructuring. Due diligence; share purchase and asset purchase agreements; scheme of arrangement under s.228–230 of the Companies Act; winding-up proceedings.
• Regulatory and compliance. BSEC compliance for listed entities; BTRC for telecom clients; Bangladesh Bank approvals for financial sector clients; data protection advisory under the Personal Data Protection Ordinance 2025.
• Proprietorship and partnership. Sole proprietorship registration; partnership deeds; conversion to limited company; trade licence support.

Our approach

We see corporate advisory as closely linked to dispute-avoidance. The contract that never has to be litigated is the one that is drafted correctly; the shareholder arrangement that never becomes oppressive is the one that anticipated the issue. Our drafting is deliberately explicit — tightly defined terms, clear exits, and remedies that a Bangladeshi court can actually enforce.

Key statutes & framework

• Companies Act, 1994
• Foreign Exchange Regulation Act, 1947
• Contract Act, 1872
• Partnership Act, 1932
• Bangladesh Investment Development Authority Act, 2016
• Bangladesh Securities and Exchange Commission Act, 1993
• Personal Data Protection Ordinance, 2025
• Bank Company Act, 1991

International & specialist notes

We regularly act as Bangladesh counsel for international law firms and corporate clients, delivering opinions, due diligence, and transaction support that is calibrated for international readers while remaining rigorous in local law.