Buying 60% of a Bangladeshi company—what approvals and documents are legally required?

Acquiring a 60% stake in a Bangladeshi company requires navigating a multi-step legal process involving several key regulatory bodies. First, you will need to execute a Share Purchase Agreement (SPA) governed by the Contract Act 1872, which should include conditions precedent such as regulatory approvals and third-party consents. The transaction must be approved by the company's Board of Directors through a formal resolution, and if the company's Articles of Association require it, a shareholder resolution may also be necessary. Crucially, as a foreign investor, you must obtain approval from the Bangladesh Investment Development Authority (BIDA) and comply with the Foreign Exchange Regulation Act, 1947, which mandates reporting to and approval from the Bangladesh Bank for the share transfer and any future repatriation of funds. You will then file the transfer with the Registrar of Joint Stock Companies and Firms (RJSC) using Form 117, along with payment of applicable stamp duty, to legally perfect the transfer of shares in the company's official records. Depending on the target company's sector (e.g., textiles, telecommunications), additional approvals from sectoral regulators like the Department of Environment or the Bangladesh Telecommunication Regulatory Commission may be required. The entire process, from due diligence to final RJSC filing, typically takes four to six months for a standard transaction, though more complex deals can extend to twelve months. Should you choose to proceed, engaging our services would ensure all filings are meticulously managed and deadlines are met to avoid costly delays.

1. Key Agreements & Documents

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  Share Purchase Agreement (SPA): Defining the commercial terms, \"Conditions Precedent,\" and comprehensive warranties/indemnities from the sellers.

  
  


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  Shareholders’ Agreement (SHA): Essential for a 60% stake to establish board composition, veto rights on \"Reserved Matters,\" and exit provisions (Drag-along/Tag-along).

  
  


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  Form 117 (Instrument of Transfer): The statutory document executed on judicial stamp paper to formalize the transfer.

  
  


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  Waiver of Pre-emption Rights: Written confirmation from the remaining 40% shareholders waiving their right of first refusal under the Articles of Association.

  
  

2. Corporate Resolutions

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  Board Resolution (Target): Approving the transfer of shares and authorizing the issuance of new share certificates.

  
  


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  Board Resolution (Acquirer): If you are acquiring through a corporate entity, a resolution authorizing the investment and nominating a representative.

  
  


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  Extraordinary General Meeting (EGM): Required if the acquisition necessitates changes to the Company’s Memorandum or Articles (e.g., increasing board seats).

  
  

3. Regulatory Filings & Compliance

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  Authorized Dealer (Bank) Reporting: Under the 2026 \"Fast-Track\" guidelines, your bank processes the share valuation and payment verification.

  
  


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  BIDA Registration: Mandatory for foreign investors to facilitate the eventual repatriation of dividends and capital.

  
  


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  RJSC Filing: Submission of Form 117 and updated Schedule X to the Registrar of Joint Stock Companies and Firms.

  
  


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  Tax Compliance (NBR): Proof of payment of Capital Gains Tax by the sellers is a prerequisite for RJSC certification.

  
  

4. Estimated Timeline

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  Phase 1 (Due Diligence & SPA): 3 to 4 weeks.

  
  


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  Phase 2 (Valuation & Bank Clearance): 4 to 6 weeks (streamlined under 2026 rules).

  
  


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  Phase 3 (RJSC Recordation): 2 to 3 weeks following tax clearance.

  
  


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  Total Estimate: Approximately 3 to 4 months, barring sector-specific regulatory delays (e.g., Telecom or Power).