Best Corporate & Commercial Lawyers in Chittagong

About Corporate & Commercial Law in Chittagong, Bangladesh

Chittagong, officially known as Chattogram, is Bangladesh’s busiest seaport and a hub for manufacturing, shipping, and logistics. Corporate and commercial law governs how businesses are formed, run, and dissolved, including contracts, governance, taxation, and dispute resolution. In Chittagong, local practice often involves filings with the Registrar of Joint Stock Companies and Firms (RJSC) and navigating rules set by national regulators for business operations and capital markets.

Commercial activity in this region frequently intersects with port operations, export and import logistics, and industrial zones. Lawyers in Chittagong help with company registrations, regulatory filings, contract drafting, and cross-border transactions. A local attorney can translate national law requirements into practical steps tailored to your Chittagong-based business.

The RJSC administers company registrations under the Companies Act, 1994, and handles ongoing corporate filings for Bangladesh-wide businesses. Source: RJSC

Engaging a qualified legal counsel in Chittagong can save time and reduce risk, especially when dealing with complex contracts, regulatory compliance, or corporate governance obligations that affect port-based enterprises and regional supply chains.

Why You May Need a Lawyer

Starting a business in Chittagong requires careful compliance with national laws and local practices. A solicitor or advocate can coordinate filings, draft governing documents, and set up governance structures from day one.

• Company formation and annual filings with RJSC for a new factory in Sitakunda or a trading company in the port area, including MOA, AOA, and director appointments.
• Negotiating and drafting supplier, distributor, or charter party contracts with local manufacturers and shipping lines, ensuring clear terms and enforceability under Bangladeshi contract law.
• Tax and VAT compliance for a manufacturing or export-oriented business, including corporate income tax, withholding taxes, and value added tax obligations managed by the National Board of Revenue (NBR).
• Cross-border or joint venture transactions with overseas buyers or suppliers, involving due diligence, regulatory approvals, and disclosures required by regulators such as the Securities and Exchange Commission (SEC) for capital markets interactions.
• Disputes arising from commercial contracts, shipping arrangements, or trade terms, requiring negotiation, mediation, or court or arbitration proceedings in Chittagong.
• Trademark or IP protection for local brands and products registered through the IP system, including guidance on brand protection in a port-centric market (IP matters involve the Department of Patents, Designs and Trade Marks, DPDT).

Local Laws Overview

The corporate and commercial regime in Bangladesh operates through a set of core statutes and regulator rules. Here are 2-3 key laws that commonly govern business activity in Chittagong as well as nationwide operations.

The Companies Act, 1994

This Act governs the formation, governance, and dissolution of companies in Bangladesh. It sets out requirements for incorporation, ownership structures, directors, annual returns, and general meetings. The Registrar of Joint Stock Companies and Firms (RJSC) administers filings under this Act.

Practical impact in Chittagong: a new company or a port-based subsidiary must file MOA, AOA, and director information with RJSC and adhere to annual reporting and audit requirements.

Source and further information: RJSC, SEC

The Securities and Exchange Commission Act, 1993

This statute empowers the regulator to oversee securities markets, licensing of brokers, and corporate governance standards for listed companies. It also shapes how certain commercial entities access capital markets.

Practical impact in Chittagong: if you are issuing securities, dealing with public offerings, or engaging in market-based financing, you will interact with SEC guidelines and compliance requirements.

Source: SEC

The Income Tax Ordinance, 1984 (and related corporate tax laws)

Corporate income tax and related levies are administered by the National Board of Revenue (NBR). The Ordinance governs how profits are taxed, allowances, and reporting obligations for Bangladeshi companies.

Practical impact in Chittagong: your business must file annual tax returns, with withholding and other compliance requirements determined by NBR guidance and Finance Acts.

Source: NBR

Value Added Tax Act, 1991 (and amendments)

VAT on goods and services is administered by NBR, with registration, filing, and payment obligations for businesses operating in Chittagong and across Bangladesh. VAT compliance depends on the type of goods or services offered and annual turnover thresholds.

Practical impact in Chittagong: exporters and manufacturers must understand VAT registration, invoicing, and periodic returns for accurate compliance.

Source: NBR

Notes: The above laws govern corporate and commercial activities across Bangladesh, including Chittagong. For direct guidance, consult RJSC for company registrations, SEC for capital markets matters, and NBR for tax and VAT compliance.

Frequently Asked Questions

What is the difference between a private limited and a public limited company?

A private limited company restricts share transfers and has limitations on inviting the public; a public limited company can offer shares to the public. Both require different filing and governance rules under the Companies Act, 1994.

How do I register a company in Chittagong?

Register with RJSC by submitting MOA, AOA, details of directors, shareholding, and required forms. The process includes digital filings and payment of registration fees.

What documents are needed to form a company in Bangladesh?

You typically need MOA, AOA, valid identity documents for directors, a registered office address, and disclosures about share structure and capital.

How much does it cost to register a company in Bangladesh?

Fees vary by company type and share capital, plus government filing charges. Expect payments covering RJSC registration, stamp duties, and legal counsel fees.

How long does the registration process take in Chittagong?

Registration typically ranges from several days to a few weeks depending on document completeness and RJSC processing times.

Do I need a local director for a Bangladesh company?

Bangladesh allows local and foreign ownership structures, but many business formations require at least one local director or registered agent in practice.

What is the difference between IP protection and brand registration?

IP protection includes trademarks registered with DPDT, preventing use of similar marks. Brand registration helps secure your marks for products and services in Bangladesh.

How do I file annual returns for a company in Bangladesh?

Annual returns are filed with RJSC, covering financial statements, director information, shareholding, and other required disclosures.

Can a foreign-invested company operate in Chittagong?

Yes, subject to regulatory approvals, investment screening, and compliance with local business and foreign ownership rules.

Should I hire a Bangladeshi lawyer or an international firm for local matters?

For Bangladeshi regulatory filings, a local advocate or Bangladeshi law firm familiar with RJSC and NBR processes is essential.

Is arbitration a viable option for commercial disputes in Chittagong?

Arbitration is commonly used for commercial disputes, including shipping and supply contracts, with local or international arbitration options available.

What is the role of a lawyer in drafting a distribution agreement?

A lawyer drafts terms, risk allocations, termination rights, and dispute resolution provisions to protect your interests and ensure enforceability.

Additional Resources

• Registrar of Joint Stock Companies and Firms (RJSC) - official portal for company registration, changes to corporate records, and annual filings. https://www.rjsc.gov.bd
• Securities and Exchange Commission (SEC) - regulator of capital markets, licensing of intermediaries, and corporate governance standards. https://sec.gov.bd
• National Board of Revenue (NBR) - authority for tax administration, VAT, and corporate taxation. https://nbr.gov.bd

Next Steps

1. Define your business needs and timeline for legal work, including formation, contracts, or dispute resolution. Estimated time: 1-2 days.
2. Research Chittagong-area law firms and advocates with corporate & commercial practice. Look for local references and regulator familiarity. Estimated time: 1-2 weeks.
3. Request initial consultations with 2-4 candidates. Prepare a concise brief of your matter and a list of questions, including fee structure. Estimated time: 1 week.
4. Confirm credentials and regulatory standing: verify Supreme Court advocacy status, Bar Association membership, and track record in similar matters. Estimated time: 2-5 days.
5. Prepare a document checklist for the engagement: business outlines, proposed governance documents, and relevant contracts. Estimated time: 1-2 days.
6. Obtain and compare proposals, including scope of work, timelines, and fee arrangements (hourly vs fixed retainers). Make a selection based on value and fit. Estimated time: 1-2 weeks.
7. Enter into a retainer agreement, set milestones, and start the engagement with an initial kickoff meeting. Estimated time: 1-2 days after selection.