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At AMAN & PARTNERS, we advise companies, founders, and investors on the full spectrum of corporate and commercial law in Bangladesh — from incorporation to raising capital, signing contracts, and restructuring for growth. Whether you are a local entrepreneur, an established enterprise, or a foreign investor entering the market, our corporate and commercial lawyers give you clear, commercially-minded counsel. Every engagement is partner-led and handled in the strictest confidence.
Behind every successful company is a foundation of sound legal decisions — the structure it chooses, the contracts it signs, and the way it manages risk. In Bangladesh, that framework is detailed and constantly evolving. That is where we come in. AMAN & PARTNERS acts as a single, dependable point of contact across the life of your business — helping you start, grow, transact, protect, and exit. Our advice is practical first and legal second, and because every matter is partner-led, you deal directly with senior counsel who knows your business.
A business here must answer to several regulators at once — getting any one wrong can stall a deal or create liability years later. We help you navigate them all:
Registrar of Joint Stock Companies and Firms — for corporate filings
Bangladesh Investment Development Authority — for foreign investment
for foreign-exchange matters
National Board of Revenue — for tax
Bangladesh Securities and Exchange Commission — for listed companies
We support businesses through every stage of their journey. Whatever your immediate need — incorporation, a contract, a deal, or a dispute — our corporate and commercial team can help.
We handle entity selection, RJSC registration, and your Memorandum and Articles of Association — setting up your company correctly and compliantly from day one.
We guide foreign investors through market entry — ownership structuring, BIDA registration, branch and liaison office setup, repatriation planning, and work permits for personnel.
We draft, review, and negotiate your supply, distribution, agency, service, franchise, licensing, and non-disclosure agreements — protecting your interests under the Contract Act 1872.
We prepare shareholders’ and joint venture agreements covering ownership, control, dividends, management rights, and exit and deadlock provisions — preventing disputes before they arise.
We provide buy-side and sell-side support, deal structuring, share and asset transfers, and group reorganizations, managing the regulatory and competition considerations involved.
We conduct corporate, contractual, regulatory, and title due diligence for investments and acquisitions — delivered as a clear report on what you’re buying.
We keep companies compliant — board resolutions, AGMs, annual returns, RJSC and BSEC filings, share transfers, capital changes, and ongoing company secretarial support.
We resolve contract, shareholder, and partnership disputes through negotiation, arbitration under the Arbitration Act 2001, and representation in the new commercial courts.
We advise on voluntary winding up, strike-off, and members’ and creditors’ processes, and help foreign investors lawfully repatriate their capital on exit.
Effective corporate counsel begins with a firm command of the statutes that shape business in Bangladesh. The most important include:
— the primary statute governing incorporation, share capital, directors’ duties, corporate governance, and winding up. It is administered by the RJSC.
— the general law of contract, covering offer and acceptance, consideration, free consent, performance, breach, and remedies, as well as agency, indemnity, and guarantee.
— governs contracts for the sale of movable goods, including conditions, warranties, and the passing of title and risk.
— regulates partnership firms and their registration with the RJSC.
— guarantees foreign investors protection against expropriation and the right to repatriate capital and profits.
— establishes BIDA as the national investment facilitator and one-stop service provider.
— governs cross-border currency transactions and repatriation, operationalized through Bangladesh Bank’s guidelines.
— addresses anti-competitive agreements and abuse of dominance, relevant to mergers and acquisitions.
— provides the framework for domestic and international commercial arbitration.
— set the corporate tax regime, which is revised each year.— set the corporate tax regime, which is revised each year.
One of the first and most consequential decisions any founder or investor makes is choosing the right business structure — it affects your liability, your ability to raise capital, your tax position, and how foreign ownership is treated.
For most businesses, the private limited company is the natural choice: it offers limited liability, a separate legal identity, and — importantly for international clients — permits up to 100% foreign ownership in most sectors with no local partner required. The One Person Company, introduced by amendment to the Companies Act 1994, gives a single local entrepreneur the benefits of limited liability, though it carries statutory capital and turnover thresholds and is not a practical route for foreign investors. We help you weigh these options against your commercial plans before you commit.
The table below summarises the main options.
| Entity | Minimum Members | Liability | Foreign Ownership | Best For |
|---|---|---|---|---|
| Private Limited Company | 2 shareholders, 2 directors | Limited | Up to 100% in most sectors | Most businesses and startups |
| Public Limited Company | 7 shareholders, 3 directors | Limited | Permitted, subject to rules | Larger ventures; raising public capital / listing |
| One Person Company (OPC) | 1 shareholder (+ nominee) | Limited | Not practical for foreigners | Solo local entrepreneurs |
| Branch Office | Foreign parent company | Parent retains liability | Foreign entity | Foreign firms running approved operations |
| Liaison / Representative Office | Foreign parent company | Parent retains liability | Foreign entity | Market research, liaison, no local revenue |
| Partnership Firm | 2 partners | Unlimited (general) | Limited | Professional and small joint businesses |
| Sole Proprietorship | 1 owner | Unlimited | Local persons only | Small, single-owner businesses |
Company registration is handled through the RJSC. While the process is increasingly digital, each step has formalities that, if mishandled, cause delays. Here is how it works for a private limited company:
Apply through the RJSC online portal to reserve your company name, which is then held for a limited period.
Prepare the Memorandum and Articles of Association, plus the prescribed director and subscriber forms.
Remit share capital from abroad into a temporary company account and obtain an encashment certificate — essential for repatriating funds later.
Settle the stamp duty and RJSC fees, which scale with your authorised capital.
File the complete set of documents with the RJSC for review.
Once approved, the RJSC issues your certificate and certified documents — your company now legally exists.
Obtain your e-TIN, trade license, and VAT/BIN registration, open a permanent bank account, and register with BIDA where required.
Registering a Company in Bangladesh: A Practical Guide for Local and Foreign Investors
Bangladesh welcomes foreign investment, and the framework is more open than many expect. In most sectors, foreign investors may own up to 100% of a company with no local partner required — making the private limited company the usual vehicle for inbound investment. A few sectors are reserved or need prior government clearance, such as defence and arms, nuclear energy, and security printing and minting, so confirming that your activity is open to full foreign ownership is an essential first step.
Foreign equity should be registered with BIDA, which also coordinates approvals and work permits for foreign personnel.
Equally important is taking profits out. The Foreign Private Investment (Promotion and Protection) Act 1980, together with foreign-exchange rules, guarantees the repatriation of capital, post-tax profits, and dividends. Declared dividends can generally be remitted through an authorised dealer bank once taxes are paid, while some transactions — such as selling unlisted shares or returning capital on winding up — need prior Bangladesh Bank approval. We structure your investment correctly from day one, so repatriation is straightforward later.
Bangladesh’s business-law landscape is evolving fast, and the most significant recent reform is the Commercial Court Ordinance 2026. Promulgated at the start of 2026, it establishes dedicated commercial courts to hear business disputes — including those over commercial contracts, shareholder and partnership matters, banking and financial transactions, and intellectual property. The reform targets a long-standing weakness, the slow resolution of commercial disputes, by introducing mandatory pre-suit mediation, time-bound trials, and limits on adjournments. For businesses, it promises faster, more predictable enforcement of commercial rights.
Alongside this, ongoing reforms at BIDA — including streamlined online registration and expanded one-stop services — continue to make the market more accessible to foreign investors, part of a broader push as the country prepares for graduation from least-developed-country status. Keeping pace with changes like these is central to how we add value at AMAN & PARTNERS. We advise you not only on the law as it stands today, but on where it is heading — so your decisions are sound now and resilient tomorrow.
Senior counsel handles your matter directly — not a rotating team of juniors.
Discretion is built into every engagement we take on.
Our advocates are enrolled with the Bangladesh Bar Council, with High Court and Appellate practice.
We give advice you can act on, grounded in your business objectives — not just legal theory.
From incorporation to exit, we cover the full life of your business under one roof.
We act for domestic businesses, foreign investors & non-resident Bangladeshis, with remote consultation available for abroad.
There is no fixed fee. The cost depends mainly on your authorised capital, which sets the RJSC fees and stamp duty, plus professional fees — so a modestly capitalised company costs less. We give a clear, itemised estimate before starting.
An all-local company can often be incorporated within a few working days once documents are ready. Foreign-invested companies take longer, as capital must be remitted from abroad and an encashment certificate obtained first.
Yes. In most sectors, foreign investors can own up to 100% of a private limited company with no local partner. A few sectors are reserved or need prior approval, so it is worth confirming your activity allows it — which we check for you.
A private limited company has two to fifty shareholders, restricts share transfers, and cannot offer shares publicly — ideal for most businesses. A public limited company needs at least seven shareholders, can list on a stock exchange, and faces heavier disclosure obligations.
Yes. Capital, post-tax profits, and dividends can be repatriated under the Foreign Private Investment (Promotion and Protection) Act 1980. Declared dividends go through an authorised dealer bank once taxes are paid, while selling unlisted shares or returning capital on winding up needs prior Bangladesh Bank approval.
The Commercial Court Ordinance 2026 created dedicated courts for business disputes — over contracts, shareholders, partnerships, banking, and intellectual property. With mandatory pre-suit mediation, time-bound trials, and limited adjournments, it resolves disputes far more quickly and predictably.
Whether you are forming a company, negotiating a contract, structuring an investment, or resolving a dispute, AMAN & PARTNERS gives you partner-led, commercially-minded counsel you can rely on. Tell us what you are working on, and we will tell you how we can help.
Contact us today by phone, email, or enquiry form — and for clients overseas, we are glad to arrange a video consultation.
