Best Investment & Business Structuring Lawyers in Dhaka

1. About Investment & Business Structuring Law in Dhaka, Bangladesh

Investment and business structuring law in Dhaka governs how companies are formed, owned, financed, and operated within the capital and across Bangladesh. It covers corporate formation, governance, licensing, foreign investment, and cross-border financial flows. The main framework combines corporate statutes, investment facilitation rules, and foreign exchange and tax regulations.

For most entrants, the typical route is to establish a Private Limited Company under the Companies Act, 2013, and then obtain investment approvals where necessary. The government also coordinates investment facilitation through the Bangladesh Investment Development Authority Act, 2016, to streamline approvals and registrations. In practice, business structuring in Dhaka also involves regulators such as the Registrar of Joint Stock Companies and Firms (RJSC), the Bangladesh Bank for foreign exchange matters, and the Securities and Exchange Commission for capital markets matters.

In Dhaka, foreign and domestic investors frequently convert existing businesses into corporate forms to attract capital. The process requires careful alignment of corporate documents, shareholder agreements, and regulatory filings. Recent reforms emphasize online filing, faster approvals, and clearer guidance for foreign direct investment and joint ventures.

The Companies Act, 2013 provides the modern framework for company formation and governance in Bangladesh.

Key sources to consult include government and official legal texts such as the Companies Act, 2013 and the Bangladesh Investment Development Authority Act, 2016. See official guidance at bdlaws minlaw and related regulator sites for the latest provisions and amendments. For FX and banking considerations, consult Bangladesh Bank and RJSC resources.

2. Why You May Need a Lawyer

A lawyer with Dhaka- and Bangladesh-specific experience can save time and reduce risk during structuring. Below are realistic, local scenarios where legal counsel adds concrete value.

• Scenario 1: A multinational plans to set up a 100 percent foreign-owned manufacturing subsidiary in Dhaka. You need counsel to prepare the Memorandum and Articles of Association, secure RJSC incorporation, and ensure compliance with the Foreign Exchange Regulations and BIDA requirements.
• Scenario 2: An Dhaka-based startup seeks Series A funding from a foreign investor. A lawyer drafts founder agreements, a term sheet, and a share subscription agreement, and coordinates regulatory disclosures under the Securities and Exchange Commission Act and Companies Act provisions.
• Scenario 3: A local manufacturing firm wants to convert to a private limited company structure for liability protection and investor appeal. Legal counsel manages the conversion with proper minutes, share transfers, and regulatory filings with RJSC and tax authorities.
• Scenario 4: A Dhaka garment supplier needs to obtain environmental clearance and export licensing to meet buyer demands. A lawyer coordinates with the relevant government bodies and ensures compliance with applicable acts and circulars.
• Scenario 5: An investor plans to repatriate profits to a foreign parent. Counsel helps structure dividend policies, ensures compliance with the FX regime, and prepares documentation for Bangladesh Bank approvals.
• Scenario 6: A local partner and a foreign entity intend to form a joint venture in Dhaka. Legal counsel drafts the joint venture agreement, conducts due diligence, and ensures regulatory filings align with the Companies Act and Investment Act requirements.

In each scenario, a Dhaka-based attorney or law firm can streamline filings, prepare tailored documents, and liaise with regulators such as RJSC, BB, BIDA, and SEC. This reduces delays and improves governance, compliance, and investor confidence. For cost planning, expect fees to vary by project complexity and filing volumes, with clear engagement letters outlining deliverables and timelines.

3. Local Laws Overview

The regulatory landscape for Investment & Business Structuring in Dhaka centers on corporate governance, investment promotion, and foreign exchange controls. The following laws and regulations are foundational for most structuring projects.

• The Companies Act, 2013 - The principal statute governing formation, governance, and dissolution of companies in Bangladesh. It governs articles of association, shareholder rights, director responsibilities, and statutory filings. The act was enacted in 2013 to modernize corporate governance and is the primary reference for company formation in Dhaka. Source: bdlaws.minlaw.gov.bd
• The Bangladesh Investment Development Authority Act, 2016 - Creates BIDA to facilitate, coordinate, and promote investment. It governs approvals, investment registration, and aftercare for investors operating in Dhaka and nationwide. This act marked a central shift toward streamlined, government-supported investment processes. Source: bdlaws.minlaw.gov.bd
• The Foreign Exchange Regulation Act, 1947 - Sets the framework for cross-border foreign exchange, including remittance, disbursement, and related reporting. Bangladesh Bank issues circulars and guidelines that implement FX controls for investors, including those in Dhaka. While the act is old, it remains the backbone for foreign investment and FX approvals. Source: Securities and Exchange Commission Bangladesh and Bangladesh Bank guidance

Recent trends include online filing and expedited approvals through BIDA and RJSC, along with ongoing updates to simplify corporate compliance. For the most up-to-date directions, consult official acts and circulars hosted on government portals and regulator websites.

Recent amendments and regulatory updates aim to ease investment procedures and speed up company formation in Dhaka.

4. Frequently Asked Questions

What is the primary corporate structure for foreign investors starting in Dhaka?

The typical choice is a Private Limited Company registered under the Companies Act, 2013. It offers limited liability, separate legal personality, and easier governance compared to a sole proprietorship or partnership.

How do I start the incorporation process for a Dhaka-based company?

Prepare the Memorandum and Articles of Association, appoint directors, and file incorporation documents with RJSC. You'll also obtain a tax identification number and relevant sector licenses as applicable.

When should a foreign investor register with BIDA in Dhaka?

Register or apply for approvals with BIDA before committing significant capital or entering into binding contracts. This ensures investment authorization and helps align regulatory obligations early.

Where do I register a company or investment project in Dhaka?

Company registration is handled by RJSC. Investment approvals and aftercare are coordinated through BIDA for eligible projects in Dhaka and across Bangladesh.

Why is a detailed shareholders agreement essential for a Dhaka investment?

It clarifies ownership, governance, transfer rights, and dispute resolution. A well-drafted agreement reduces future misunderstandings and assists with regulatory filings.

Can a wholly foreign-owned company operate in Bangladesh without a local partner?

Yes, in many sectors you can establish wholly foreign-owned entities with appropriate approvals. Some restricted sectors may require local participation or government consent.

Should I hire a Dhaka-based lawyer for investment structuring from day one?

Yes. Early legal advice helps tailor the structure to regulatory requirements, avoid pitfalls, and streamline filings with RJSC, BB, and BIDA.

Do I need a local partner for all sectors in Dhaka?

No. Many sectors permit 100 percent foreign ownership after regulatory approvals, while a few require local collaboration or specific licenses. Confirm the sector-specific rules with counsel.

Is it possible to repatriate profits from a Dhaka-based company?

Profit repatriation is permitted under the FX regime subject to Bangladesh Bank approvals and tax compliance. Careful documentation is required for transfers and reporting.

How much does legal counsel typically cost for investment structuring in Dhaka?

Fees vary by project scope, complexity, and timelines. Expect initial consults to range from a few thousand to several tens of thousands of BDT, with ongoing services billed hourly or project-based.

What are the typical timelines for RJSC registration and BIDA approvals in Dhaka?

RJSC registration for a Private Limited Company commonly takes 1-3 weeks after document clearance. BIDA approval timelines vary by project but can range from 2-8 weeks depending on sector and complexity.

What should I prepare before approaching a Dhaka lawyer for investment structuring?

Gather project concept, ownership structure, finance plan, expected shareholding, key contracts, and regulatory licenses. Having drafts of MOA, AOA, and investor term sheets helps speed up the initial evaluation.

5. Additional Resources

Access to official guidance and regulatory contacts is essential for accurate structuring. The following organizations are central to investment and corporate processes in Bangladesh.

• Registrar of Joint Stock Companies and Firms (RJSC) - Handles company registrations, amendments, and corporate filings in Bangladesh. RJSC official site
• Bangladesh Bank - Regulates foreign exchange, banking, and financial flows relevant to investment. Bangladesh Bank official site
• Securities and Exchange Commission Bangladesh (SEC) - Oversees the securities market and capital market compliance. SEC Bangladesh official site

6. Next Steps

1. Define your investment structure and prepare a brief project outline with ownership goals and timeline. This provides a clear scope for your lawyer to tailor the structure.
2. Identify a Dhaka-based corporate or investment attorney with experience in RJSC filings and BIDA processes. Schedule an initial consult to review documents and timelines.
3. Gather and organize essential documents including proposed MOA, AOA, shareholder agreements, director details, and current corporate records. Ask for a checklist from your legal counsel.
4. File with RJSC for company incorporation, while simultaneously preparing BIDA registration if foreign investment or specific approvals are needed. Track each filing with assigned reference numbers.
5. Coordinate with the relevant regulators (BB for FX, SEC for securities, and NBR for taxes) to obtain necessary approvals and registrations. Use your attorney to manage correspondence and deadlines.
6. Finalize shareholding structures, draft all necessary agreements, and implement internal governance policies aligned with the Companies Act, 2013. Prepare for ongoing compliance filings.
7. Establish an ongoing compliance calendar and quarterly reviews with your counsel to ensure timely filings, tax submissions, and regulatory updates. Reassess the structure annually or when material changes occur.