Leading Corporate Lawyers in Bangladesh

Bangladesh is one of the most strategically positioned investment destinations in South Asia. The country has signed bilateral investment treaties with over 29 nations, offers full repatriation of profits and capital under the Foreign Private Investment (Promotion and Protection) Act 1980, and permits 100% foreign ownership across most sectors. Foreign direct investment into Bangladesh reached USD 3.5 billion in 2024, with consistent growth across manufacturing, technology, energy, and services.

Navigating entry into this market requires careful legal structuring. Establishing a foreign-owned or jointly-owned business in Bangladesh involves compliance with the Companies Act 1994, BIDA registration requirements, Bangladesh Bank foreign exchange rules under the Guidelines for Foreign Exchange Transactions, and sector-specific licensing frameworks administered by regulators such as the BTRC, BERC, and BEPZA. Getting this structuring right at the outset determines the ease of governance, dividend repatriation, future share transfers, and exit. 

Kazi Law Chamber advises foreign investors across every stage of market entry. We have advised European industrial groups and Japanese corporate houses on establishing foreign-owned private limited companies in Bangladesh, including the design of governance structures that balance parent company control with local operational flexibility. Our services in this area include:

• Advising on permissible foreign shareholding structures, including 100% foreign-owned entities
• Designing board composition and nominee director arrangements compliant with the Companies Act 1994
• Drafting Memoranda and Articles of Association tailored to the client's governance model and parent company requirements
• Handling end-to-end company incorporation with the Registrar of Joint Stock Companies and Firms (RJSC)
•  Advising on minimum paid-up capital thresholds and inward capital remittance procedures through authorised dealer banks
• Obtaining approvals and registrations from BIDA, Bangladesh Bank, the Ministry of Commerce, and sector-specific regulators
• Advising on branch office, liaison office, representative office, and wholly-owned subsidiary structures
• Advising on regulatory risk, ownership structuring, and governance alternatives for cross-border corporate groups
• Advising foreign companies on work permit requirements for expatriate employees

Joint ventures are among the most common vehicles through which foreign investors enter the Bangladesh market, particularly in sectors where equity participation thresholds restrict full foreign ownership, such as logistics and freight forwarding. Even where full foreign ownership is permitted, many international investors prefer joint venture structures with experienced local partners to navigate regulatory relationships, procurement, and on-the-ground operations.

A well-structured joint venture in Bangladesh requires careful alignment between the joint venture agreement, the company's constitutional documents, and the applicable regulatory framework. Misalignment between the Memorandum of Association and the joint venture agreement, incomplete foreign exchange documentation, and poorly drafted governance provisions are among the most common causes of boardroom disputes in joint venture companies.

Kazi Law Chamber advises on the full lifecycle of joint venture formation and management, including:

• Structuring equity participation ratios and governance rights for domestic and cross-border joint ventures
• Drafting joint venture agreements covering shareholding, board composition, reserved matters, decision-making thresholds, deadlock resolution, and exit mechanisms
• Aligning joint venture terms with constitutional documents, including Articles of Association and board resolution frameworks
• Advising on RJSC incorporation, BIDA registration, and Bangladesh Bank foreign exchange compliance for joint venture structures
•  Advising on intellectual property protection, technology transfer arrangements, and licensing frameworks within joint ventures
• Advising on regulatory compliance specific to the joint venture's operating sector
• Structuring dispute resolution and exit provisions, including drag-along, tag-along, pre-emption, and buy-sell mechanisms

Mergers and acquisitions activity in Bangladesh is growing steadily across healthcare, digital commerce, power and energy, ready-made garments, telecommunications, and financial services. Intra-group reorganisations are also increasingly used by corporate groups to rationalise structures, reduce operational cost, and optimise tax positioning. Structuring these transactions correctly requires an understanding of the Companies Act 1994, the Competition Act 2012, the Income Tax Act 2023, the Foreign Exchange Regulation Act 1947, and the specific approval and disclosure requirements of the Bangladesh Securities and Exchange Commission and Bangladesh Bank.

Kazi Law Chamber advises buyers, sellers, and investee companies on the full range of corporate transactions, including:

• Share purchase transactions, share acquisitions, and takeovers
• Asset purchases and slump sales
• Schemes of amalgamation and court-approved mergers under the Companies Act 1994
• Intra-group restructuring, demergers, and corporate reorganisation
• Drafting and negotiating term sheets, letters of intent, memoranda of understanding, share purchase agreements, and shareholders agreements
• Structuring acquisition financing and advising on the regulatory requirements for foreign borrowings and bridge financing
• Competition Act compliance assessments and anti-competitive risk analysis in transaction contexts
•  Disclosure schedules, warranty and indemnity frameworks, and post-closing adjustment mechanisms
• Regulatory submissions to Bangladesh Bank and BSEC for transactions requiring approval
• Advice on capital gains tax treatment and merger-related tax relief under the Income Tax Act 2023

Legal due diligence is the essential first step in any acquisition, investment, or partnership involving a Bangladeshi company. A thorough due diligence review identifies inherited liabilities, regulatory non-compliance, title and charge defects, unresolved litigation, and governance failures before a transaction closes. Without it, buyers routinely acquire problems they did not price.

Kazi Law Chamber conducts comprehensive legal due diligence covering:

• Corporate records, RJSC filings, and charter document history
• Share allotment records, transfer history, and secured charges registered at the RJSC
• Tax and VAT compliance and outstanding exposures under the Income Tax Act 2023 and VAT and SD Act 2012
• Employment matters, outsourced workforce arrangements, and labour court exposure
• Pending civil and criminal litigation across all courts and tribunals
• Regulatory licences, sector-specific approvals, and compliance history
• Related-party transactions, undisclosed encumbrances, and off-balance-sheet liabilities
•  Address, licence, and registration inconsistencies across regulatory filings

Where due diligence reveals material risk, we do not simply list findings. We advise on structuring alternatives that preserve the client's commercial objective while managing or ring-fencing identified exposures. In one engagement involving a European manufacturing group, our findings led us to advise against proceeding with a proposed acquisition of a Bangladeshi target company and instead to recommend incorporation of a new foreign-owned entity as a cleaner, liability-free market-entry route.

Corporate governance disputes in Bangladesh range from boardroom deadlocks in family-owned companies to oppression and mismanagement claims under Section 233 of the Companies Act 1994, contested EGMs, minority shareholder protection actions, and court-supervised governance restructuring. These matters require both deep litigation capability and a sophisticated understanding of company law procedure.

Kazi Law Chamber has substantial experience in contentious company law work. We have acted for shareholders, directors, and management in complex governance disputes across healthcare institutions, publishing companies, private members' clubs, and other corporate entities. In one matter, we secured a High Court order appointing an independent chairman and court-appointed auditors to restore governance in a nationally significant healthcare institution, subsequently supervising and documenting full court-directed compliance through to the election of a new board and handover of management. Our services include:

• Advising on and filing oppression and mismanagement petitions under Section 233 of the Companies Act 1994
• Obtaining and defending injunctive relief in boardroom and governance disputes before the High Court Division
• Securing court-appointed independent chairpersons and auditors to restore governance in deadlocked companies
• Advising on convening procedures for AGMs and EGMs and challenging unlawfully convened meetings
• Enforcing court orders and pursuing contempt proceedings where injunctions are breached
• Managing winding-up petitions and court-supervised dissolution proceedings before the Company Court
• Advising on minority shareholder rights, asset preservation orders, and disclosure obligations
• Acting in revisional jurisdiction before the High Court Division where lower court decisions are challenged

Businesses restructure for a wide range of reasons, including changes in ownership strategy, operational downsizing, management transition from foreign nominee leadership to local management, post-investment governance realignment, and regulatory repositioning. Each restructuring involves overlapping requirements under the Companies Act 1994, the Bangladesh Labour Act 2006, and the company's own constitutional framework.

Kazi Law Chamber provides integrated advice covering:

• Board reconstitution and changes in directorship, including resignation of foreign nominee directors and appointment of local management
• Amendment of Articles of Association to accommodate new governance arrangements, including enabling appointment of non-shareholding managing directors
• Preparation and filing of board resolutions, special resolutions, and statutory forms with the RJSC
• Advising on nominee director arrangements and the compliance implications of different board configurations
• Designing compliant workforce retrenchment and termination processes aligned with the Bangladesh Labour Act 2006
• Drafting settlement agreements, severance packages, and individual employee annexures for restructuring-related workforce reductions
• Managing post-restructuring dispute risk and pre-litigation representations on behalf of restructured entities

Bangladesh's startup and technology ecosystem is growing rapidly, with the ICT and software sector attracting increasing interest from domestic and foreign venture capital funds. Bangladesh Bank's 2025 startup directives have introduced a formal regulatory framework for bank-backed venture capital investment, alongside a share swap mechanism that allows Bangladeshi founders to consolidate local and foreign shareholding under a single global cap table. This has significantly improved the structural attractiveness of Bangladeshi startups to international investors.

Kazi Law Chamber advises founders, investors, and corporates on the legal framework governing startup and growth-stage investment in Bangladesh, including:

• Corporate structuring for early-stage and growth-stage companies, including the selection of appropriate entity type and governance framework
• Preferred share structures and mezzanine financing arrangements under Bangladesh law
• Shareholder agreements covering vesting schedules, anti-dilution protection, information rights, and investor consent requirements
• Cross-border holding structures and share swap arrangements under Bangladesh Bank's foreign exchange framework
• ESOP and management equity scheme design within the Companies Act 1994 framework
• Term sheet negotiation and investment documentation for seed, Series A, and later-stage rounds
• Compliance structuring for startups in regulated sectors including fintech, e-commerce, and digital payments
• Exit structuring, secondary share sales, and investor return mechanisms

Companies are wound up for many reasons, including operational failure, shareholder deadlock, regulatory non-compliance, and deliberate misappropriation of company funds. The winding-up framework under the Companies Act 1994 provides both voluntary and court-supervised routes, with court-supervised proceedings offering stronger protection for shareholders, creditors, and other stakeholders where there is a risk of asset dissipation.

Kazi Law Chamber advises on the full range of insolvency and dissolution matters, including:

• Filing and moving winding-up petitions before the Company Court
• Obtaining restraining orders and asset preservation relief in misappropriation contexts
• Advising on voluntary winding-up procedures and members' voluntary liquidation
• Advising on the transfer of assets from incorrectly structured entities prior to winding-up
• Court-supervised publication and notification requirements under the winding-up framework
• Advising creditors on enforcement of rights in insolvency contexts

Listed companies, substantial shareholders, and institutional investors in Bangladesh operate under a detailed regulatory framework administered by the Bangladesh Securities and Exchange Commission. Compliance failures in areas such as mandatory disclosure of substantial share acquisitions, insider trading restrictions, and takeover regulations attract investigation, monetary penalties, and litigation exposure.

Kazi Law Chamber acts as panel lawyers for the Bangladesh Securities and Exchange Commission and has experience in:

• Defending constitutional writ challenges to BSEC enforcement action before the High Court Division
• Advising on mandatory disclosure obligations under the Securities and Exchange Commission Act 1993 and the applicable takeover regulations
• Handling regulatory investigations arising from substantial share acquisition and market surveillance findings
• Advising on procedural compliance in enforcement proceedings and appeals before BSEC
• Advising listed companies on ongoing corporate governance obligations, AGM conduct, and statutory filing requirements

Operating a business in Bangladesh frequently involves regulatory questions that span corporate law, customs classification, foreign exchange controls, sector licensing, and tax compliance. Foreign-owned companies face particularly complex obligations arising from Bangladesh Bank's Guidelines for Foreign Exchange Transactions, NBR customs classification rules, sector-specific licences, and the VAT framework under the VAT and SD Act 2012.

Kazi Law Chamber advises domestic and international clients on:

• Foreign exchange implications of cross-border service arrangements, royalty remittances, technical fee structures, and intra-group payments under the Foreign Exchange Regulation Act 1947
• HS Code classification, customs duty optimisation, transfer pricing and alternative classification strategies under the Customs Act 2023
• Advance ruling applications to the National Board of Revenue for prospective duty certainty on import transactions
• LC restructuring and import documentation to accurately reflect the commercial and regulatory nature of imported goods or services
• Licensing requirements for regulated industries including travel agencies, telecommunications, financial services, and logistics
• VAT and income tax implications of cross-border payment structures, transfer pricing exposure, and related-party arrangements
• Advising on the loss of IT and ITES tax incentives arising from structural changes to business models
• Compliance strategies for businesses operating under the Bangladesh Payment and Settlement Systems Regulations 2014

Beyond transactions and disputes, businesses require sustained legal support on the commercial arrangements that underpin their operations. Contracts that are poorly drafted, legally inconsistent, or misaligned with Bangladesh's regulatory framework create ongoing exposure that frequently becomes expensive to resolve.

Kazi Law Chamber provides commercial contract drafting, negotiation, and ongoing advisory services covering:

• Commercial supply and distribution agreements, exclusive agency arrangements, and manufacturing contracts
• Service agreements, outsourcing contracts, and technology services arrangements
• Confidentiality and non-disclosure agreements, non-compete provisions, and restrictive covenants
• Employment contracts, management-level appointment letters, and codes of conduct for domestic and international workforce requirements
• Corporate secretarial services including drafting board and shareholder resolutions, maintaining statutory registers, and managing RJSC annual filing obligations
• Retainer-based legal advisory for companies requiring day-to-day legal support without the cost of maintaining in-house counsel

Commercial disputes in Bangladesh range from contractual disagreements between domestic parties to multi-jurisdictional disputes involving foreign counterparts, letters of credit, export transactions, and cross-border service arrangements.

Kazi Law Chamber advises on both pre-litigation strategy and active court proceedings, including:

• Supply chain and trading disputes, including rejection of goods, quality claims, and LC-related disagreements
• Breach of agency or distribution agreements and enforcement of exclusivity rights
• Pre-litigation legal notices, detailed parawise replies, and structured settlement negotiation
• High Court Division and subordinate court litigation in commercial matters
• Negotiation and drafting of comprehensive settlement agreements with non-admission clauses, mutual withdrawal provisions, and clear financial resolution terms

Bangladesh's privatisation programme and ongoing commercialisation of public enterprises create distinct legal needs for investors acquiring or operating in partnership with government-linked entities. These transactions typically involve overlapping regulatory, contractual, and constitutional considerations that require specialised legal support.

Kazi Law Chamber has experience advising private investors in transactions involving public sector assets, including matters concerning government-managed industrial facilities where significant private capital has been deployed. We understand both the commercial dynamics of such transactions and the procedural framework through which investor rights must be asserted and protected.

International NGOs and non-profit organisations establishing a presence in Bangladesh face a distinct regulatory pathway involving the NGO Affairs Bureau, foundation registration under applicable Bangladesh law, and approval to receive foreign donations. Incorrect structuring at the outset, including registration as a private limited company rather than a properly constituted NGO or foundation, creates sustained tax and compliance exposure that requires court-supervised rectification.

Kazi Law Chamber advises on:

• Foundation registration and not-for-profit structuring under Bangladesh law
• NGOAB registration and approval to receive foreign donations
• Asset transfer from incorrectly incorporated entities to properly registered not-for-profit structures
• Court-supervised winding-up of companies that have been incorrectly incorporated in lieu of an NGO or foundation

Kazi Law Chamber brings to every corporate and commercial mandate a combination of senior-level involvement, substantive legal depth, and genuine cross-border experience that complex business matters require. The firm's practice is built on direct partner engagement across all significant matters, a litigation team with a strong record before the High Court Division and the Appellate Division, and a transactional practice shaped by years of advising international clients on market entry, governance, regulatory compliance, and dispute resolution in Bangladesh. Clients do not receive a proposal drafted by a senior lawyer and executed by someone junior. The same level of legal rigour that goes into the advice goes into the execution.

On the transactional and advisory side, our lawyers handle the full scope of corporate work directly, from issuing detailed written legal opinions and designing regulatory compliance frameworks, to executing RJSC filings, managing interactions with Bangladesh Bank, BIDA, NBR, and sector regulators, negotiating and drafting commercial settlements, and conducting comprehensive due diligence reviews across corporate, tax, employment, and litigation dimensions. When disputes arise and cannot be resolved short of court, we litigate with a strategy built on the same depth of preparation that informs our advisory work.

Our client base spans Italy, Japan, France, Finland, Singapore, Malaysia, the UAE, and Bangladesh itself, and includes listed public companies, government statutory bodies, international NGOs, healthcare institutions, publishing companies, garments and fertiliser groups, and technology businesses operating across multiple regulatory environments. The instructions we receive are varied in scale and complexity, but the standard of legal service we bring to each of them does not change. For any business seeking a corporate law firm in Dhaka capable of handling complex, multi-layered mandates from incorporation and investment structuring through to governance disputes and court proceedings, Kazi Law Chamber provides the full range of services under one roof, delivered with the seriousness the work deserves.