Corporate & Company Lawyers in Dhaka
From the first name clearance to the last annual return, and from a two-person start-up to a foreign-owned subsidiary. We form companies and offices in Bangladesh, keep them in good standing with RJSC, draft the agreements that govern shareholders and partners, and take them apart cleanly when the time comes.
Is this your situation?
Pick the line closest to what you need. Each one takes you to the service, the process and the forum.
Register a new company
Private limited, one-person company or partnership: name clearance, MoA and AoA, incorporation, then TIN, BIN, trade licence and bank account.
See how we help →Open a branch, liaison or project office
Permission from Invest Bangladesh, Bangladesh Bank reporting and the ongoing filings a foreign office must make.
See how we help →Annual return, AGM or a change at RJSC
Schedule X and the AGM, Form XII for directors, Form 117 for share transfers, registered-office and name changes, and late-fee regularisation.
See how we help →Shareholder, partner or JV agreement
Who controls what, how money comes in and goes out, deadlock, transfer restrictions, exit and dispute resolution, aligned with the Articles.
See how we help →A contract, licence or permit
Supply, distribution, agency, franchise, service and employment contracts; sector licences and renewals.
See how we help →Close, restructure or sell the company
Strike-off, voluntary winding up, merger or share sale, with the tax and RJSC steps in the right order.
See how we help →What we do
Each service below is a section of this page. Formation and routine filings run through our sister desk LegalDesk.bd on a fixed timetable; advice, drafting and anything contested stays with the chamber.
- Company and office formationChoice of vehicle (private limited, OPC, partnership, proprietorship, branch, liaison or project office), name clearance, MoA and AoA tailored to the shareholders, incorporation at RJSC, then TIN, BIN, trade licence, IRC/ERC and bank account. Foreign-owned companies also need Invest Bangladesh registration and Bangladesh Bank share-money reporting.
- Annual and event-based RJSC complianceAGM and Schedule X annual return, Form XII on director changes, Form 117 on share transfers, changes of registered office, name, objects or capital, allotments (Form XV), charges and satisfaction, statutory registers and minutes, and regularising missed filings with late fees.
- Shareholder, joint-venture and partnership agreementsControl and board composition, reserved matters, funding and dilution, pre-emption and tag/drag rights, deadlock, non-compete, exit and valuation, and an arbitration clause that works in Bangladesh, with the Articles amended to match so the agreement is enforceable.
- Commercial contracts, licences and permitsSupply, distribution, agency, franchise, service, software and employment contracts drafted or reviewed; sector licences, trade licence renewals, BSTI, fire and factory licences, and IRC/ERC for importers and exporters.
- Restructuring, strike-off and winding upShare sales and transfers, mergers and schemes, conversion between vehicles, strike-off of a dormant company, members’ voluntary winding up, and company matters in the High Court Division where a shareholder dispute or creditor forces the issue.
The law we work under
These are the main statutes and regulators behind the work on this page. Every matter also turns on its own facts and papers.
- Companies Act 1994
- Partnership Act 1932
- Contract Act 1872
- Stamp Act 1899
- Trade Organisations Act 2022
- Import Policy Order
- RJSC
- Invest Bangladesh
How it works
- Tell us the structureWho the shareholders are, where they live, what the company will do and in which sector.
- Scope and quotationA written scope, timetable and fee for the formation or the filing; a separate quotation for drafting.
- Papers and signaturesWe prepare every form and resolution; signatures by hand in Dhaka, by power of attorney, or by apostille from abroad.
- Filing and afterFiling at RJSC and the registrations that follow, then a compliance calendar so the first annual return is not missed.
What to bring
- Proposed company name and three alternatives
- Passports or NIDs of shareholders and directors
- Proposed shareholding and paid-up capital
- Registered-office lease or ownership papers
- For an existing company: certificate, MoA/AoA, latest Form XII and Schedule X
- Any draft agreement, term sheet or letter of intent
Free guides on this topic
Plain-language guides written in the chamber and reviewed by a barrister.
Common questions
How long does company registration take?
Name clearance is usually same-day; incorporation at RJSC typically follows within a week or two of complete papers; TIN, BIN, trade licence and the bank account add a few weeks. Foreign shareholders add Invest Bangladesh and Bangladesh Bank steps.
Do I need a Bangladeshi partner?
In most sectors, no. 100% foreign ownership is permitted; a few sectors are reserved or need sector approval. We confirm the position for your sector before filing.
What happens if annual returns were missed?
RJSC accepts late filings with late fees. Several years of missed returns can be regularised in one exercise; we quote for it after checking the company’s RJSC status.
Does a shareholder agreement override the Articles?
Not against RJSC or third parties. We amend the Articles so that the key protections in the agreement are also in the constitution.
Can the chamber act as company secretary?
Yes. Company secretarial and registered-office support is provided for companies that do not have an in-house secretary.
Forming, running or closing a company?
Send the names, the planned shareholding and what the company will do. We reply within 24 hours with the route, the timetable and a written quotation. A written assessment costs nothing.