What regulatory approvals are needed to acquire a Bangladeshi company, and how long do they take?

Hello. Thank you for your query.

In order to initiate and conduct a comprehensive review, we kindly need the documents and information outlined below. This will enable us to complete our scope of work effectively and identify any legal or regulatory risks associated with the Company.

1. Corporate Information

To review the corporate structure, governance, and historical resolutions, please provide:

- Memorandum and Articles of Association (or Constitution) of the Company.
- Schedule X and Form XII of the Company;
- Copies of all board and shareholders’ resolutions since incorporation.
- Copies of certificate(s) of incorporation;
- Details of all subsidiaries, affiliates, or associated entities, including ownership percentages.
- Information on brand names, trademarks, or trade names used by the Company.

2. Regulatory Compliance

To assess regulatory adherence, please provide:

- Copies of all licenses, permits, and approvals obtained from any governmental or regulatory authority since incorporation.
- Documentation evidencing compliance with applicable laws and regulations related to the Company’s business operations.
- Any correspondence, notices, or show-cause letters from regulators or governmental authorities.

3. Material Contracts

To review material commercial obligations, please provide:

- Copies of all contracts outside the ordinary course of business.
- Contracts related to mergers, acquisitions, transfer of assets, or corporate restructuring.
- Any agreements on which the Company is highly dependent, including supply, distribution, or strategic partnership agreements.
- Copies of any amendments, side letters, or ancillary agreements to the above contracts.

4. Employment

To review HR practices and employment compliance, please provide:

- Appointment letters,
- Standard forms of employment contracts (both local and foreign employees).
- Records of employee disputes, grievances, or claims, including claims of breach of benefits, underpayment, or unfair dismissal.
- HR policies, manuals, and related documentation (e.g., leave policies, disciplinary procedures).
- Immigration documentation for any foreign employees.
- Records evidencing compliance with labor laws, minimum wage regulations, and employee benefits obligations.

5. Assets

- List and description of all assets owned or occupied by the Company.
- Copies of all active lease or tenancy agreements concerning the Company.
- Certificates of fitness for occupation for real properties owned, rented, or occupied by the Company.
- Details and supporting documents for all material assets (other than real property) owned or used by the Company, including machinery, equipment, vehicles, or other significant assets.

6. Intellectual Property

- Copies of all registrations for trademarks, patents, copyrights, or other intellectual property rights held by the Company.
- Documentation verifying ownership and validity of such intellectual property rights.
- Details of any pending or threatened disputes relating to intellectual property rights.

The Above list is exhaustive. We may require further documents. Generally it may require 6 to 12 months to do the complete merger.

If you need any information, please contact below:

teHello. Thank you for your query.

In order to initiate and conduct a comprehensive review, we kindly need the documents and information outlined below. This will enable us to complete our scope of work effectively and identify any legal or regulatory risks associated with the Company.

1. Corporate Information
To review the corporate structure, governance, and historical resolutions, please provide:
- Memorandum and Articles of Association (or Constitution) of the Company.
- Schedule X and Form XII of the Company;
- Copies of all board and shareholders’ resolutions since incorporation.
- Copies of certificate(s) of incorporation;
- Details of all subsidiaries, affiliates, or associated entities, including ownership percentages.
- Information on brand names, trademarks, or trade names used by the Company.

2. Regulatory Compliance
To assess regulatory adherence, please provide:
- Copies of all licenses, permits, and approvals obtained from any governmental or regulatory authority since incorporation.
- Documentation evidencing compliance with applicable laws and regulations related to the Company’s business operations.
- Any correspondence, notices, or show-cause letters from regulators or governmental authorities.

3. Material Contracts
To review material commercial obligations, please provide:
- Copies of all contracts outside the ordinary course of business.
- Contracts related to mergers, acquisitions, transfer of assets, or corporate restructuring.
- Any agreements on which the Company is highly dependent, including supply, distribution, or strategic partnership agreements.
- Copies of any amendments, side letters, or ancillary agreements to the above contracts.

4. Employment
To review HR practices and employment compliance, please provide:
- Appointment letters,
- Standard forms of employment contracts (both local and foreign employees).
- Records of employee disputes, grievances, or claims, including claims of breach of benefits, underpayment, or unfair dismissal.
- HR policies, manuals, and related documentation (e.g., leave policies, disciplinary procedures).
- Immigration documentation for any foreign employees.
- Records evidencing compliance with labor laws, minimum wage regulations, and employee benefits obligations.

5. Assets
- List and description of all assets owned or occupied by the Company.
- Copies of all active lease or tenancy agreements concerning the Company.
- Certificates of fitness for occupation for real properties owned, rented, or occupied by the Company.
- Details and supporting documents for all material assets (other than real property) owned or used by the Company, including machinery, equipment, vehicles, or other significant assets.

6. Intellectual Property
- Copies of all registrations for trademarks, patents, copyrights, or other intellectual property rights held by the Company.
- Documentation verifying ownership and validity of such intellectual property rights.
- Details of any pending or threatened disputes relating to intellectual property rights.

The Above list is exhaustive. We may require further documents. Generally it may require 6 to 12 months to do the complete merger.
If you need any information, please contact below:

Hi, Please find below a clear outline of the regulatory bodies involved, expected timelines, and whether local legal representation is required in connection with your proposed acquisition of a textile firm in Dhaka, whether by merger or share purchase. 1. Regulatory Bodies Involved Depending on the structure of the transaction, the following authorities may require approval or notification: Registrar of Joint Stock Companies & Firms (RJSC): Mandatory for all changes in shareholding, directorship, and any merger/amalgamation filings. Bangladesh Bank (BB): Required where the buyer is a non-resident or where the transaction involves inward foreign remittance, valuation compliance, or reporting under foreign exchange regulations. Bangladesh Investment Development Authority (BIDA): Approval or endorsement is often required for foreign investors, especially relating to investment registration and post-acquisition reporting. National Board of Revenue (NBR): Stamp duty, capital gains reporting, and tax clearance issues may arise depending on how the deal is structured. Competition Commission of Bangladesh (CCB): For large transactions or where market concentration may be affected, CCB notification or approval may be triggered, although it is not required for most SME-level textile acquisitions. Sectoral/Environmental Authorities (if applicable): If the textile unit maintains an Environmental Clearance Certificate (ECC), ongoing compliance with DoE (Department of Environment) requirements must be ensured and updated post-acquisition. 2. Typical Timelines Generally it may require 6 to 12 months to do the complete merger. While the timelines vary depending on structure and due-diligence complexity, the standard expectations are dependent on: Due diligence RJSC filings (share transfer or merger) Bangladesh Bank reporting (if foreign buyer) BIDA approval (if required) Tax and stamp duty processes 3. Requirement of Local Attorney Yes, it is highly advisable—and in some instances practically necessary—to engage a local attorney or legal chamber. Local counsel will: Prepare and file RJSC forms, resolutions, and statutory documents Handle Bangladesh Bank reporting and compliance Liaise with BIDA and NBR on regulatory clearance Ensure proper stamping, valuation, and procedural compliance Identify risks during due diligence, including labour, environmental, tax, and land record issues Given the regulatory environment in Bangladesh, having a local attorney ensures both speed and compliance, especially where government offices require in-person representation or physical filings. If you wish, I can advise you on structuring options, oversee due diligence, and coordinate the Bangladesh-side legal filings. Please let me know how you would like to proceed. Kind regards, Tanzim Bin Tobarrak Barrister-At-Law (Lincoln's Inn) Advocate, Supreme Court of Bangladesh Head Of Chambers, Tobarrak Law Chamber

If you established a new company in Bangladesh. You must registered from RJSC whether it is Public or Private Company. It takes 3 to 4 months time. First you need to name clearence than you submit Article of Association and Memorandum of Association. Thanks
Sk Md Mahbubul Karim
Advocate, Supreme Court of Bangladesh
CEO: Land n Law Assistance Centre

Key regulatory bodies and approvals include RJSC for share transfer and director updates (Form 117 and Form XII); BIDA is mandatory for foreign investors to enable repatriation of profits; Bangladesh Bank issues an Encashment Certificate and approves valuation for later repatriation of sale proceeds; DGDA / Dept. of Textiles requires updating the Registration Certificate to reflect new ownership; BGMEA / BKMEA membership must be updated to retain bonded warehouse and export facilities; the Competition Commission (BCC) applies if the acquisition could create a monopoly. Typical timelines for a clean acquisition are 4–6 months, with 4–8 weeks for due diligence, 2–4 weeks for valuation and SPA, 6–10 weeks for BIDA and Bangladesh Bank clearances, and 3–5 weeks for RJSC filing and license updates. Necessary steps include land due diligence (checking CS, SA, RS, BS records and Mutation), Environmental Clearance (ECC) from DoE and transfer to new management, and Utility transfers for gas and electricity. Do you need a local attorney? Yes, strongly recommended; a local attorney drafts the SPA in compliance with the Contract Act 1872 and Companies Act 1994, vets land titles, liaises with regulators like BIDA and RJSC, and can handle escrow arrangements.