At Equity Law House, we provide a dedicated Corporate Compliance & Regulatory wing. We ensure that companies operating in Bangladesh—from local startups to Fortune 500 subsidiaries—remain in full alignment with the Companies Act, 1994, and the directives of the BSEC (Bangladesh Securities and Exchange Commission).
1. Types of Company Compliance Services
Our services cover the entire lifecycle of a corporation:
Annual Statutory Compliance: Preparation and filing of Annual Returns (Form XVIII), Financial Statements, and scheduling of Annual General Meetings (AGM).
Capital Market Compliance (for Listed Companies): Ensuring adherence to BSEC’s Corporate Governance Code, Insider Trading regulations, and Price Sensitive Information (PSI) disclosure rules.
Post-Incorporation Secretarial Services: Handling share transfers, share allotments (Form XV), changes in directorship (Form XII), and registered office updates (Form VI).
Foreign Investment Compliance (BIDA/Bangladesh Bank): Facilitating profit repatriation, foreign loan approvals, and compliance with the Foreign Exchange Regulation Act.
Corporate Governance Audits: Performing "Compliance Health Checks" to identify potential risks before regulatory inspections or M&A transactions.
2. Forums of Operation
National (Bangladesh)
RJSC (Registrar of Joint Stock Companies & Firms): We act as your primary liaison for all statutory filings and rectifications.
BSEC & Stock Exchanges (DSE/CSE): Representing clients in hearings regarding regulatory breaches, penalty measures, or IPO/Right Issue approvals.
High Court Division (Statutory Original Jurisdiction): Filing petitions for the Rectification of the Share Register (Section 43) or seeking condonation of delay for late filings.
International (Abroad)
Cross-Border Subsidiary Management: We assist Bangladeshi companies in complying with the local laws of foreign jurisdictions where they have branch offices (e.g., Dubai, Singapore).
Global Compliance Mapping: Aligning a multinational’s global "Code of Conduct" with the specific mandatory laws of Bangladesh.
3. Nature and Extent of Arbitration
In the corporate world, compliance disputes often lead to "Shareholder Deadlocks" or "Joint Venture Conflicts," which we resolve through Arbitration.
National Nature: We handle disputes arising from Shareholders' Agreements (SHA) or Joint Venture Agreements (JVA). If a majority shareholder violates a "Right of First Refusal" or "Anti-Dilution" clause, we initiate arbitration under the Arbitration Act, 2001.
International Extent: For companies with foreign equity, we deal with International Commercial Arbitration. This involves disputes governed by international rules (ICC/SIAC) where the breach of compliance (e.g., failure to appoint a foreign director) is the core issue.
The "Lifting the Corporate Veil" Doctrine: In both national and international arbitration, we deal with cases where the "corporate shield" is challenged to hold parent companies or directors personally liable for non-compliance.
4. Documents Required to Win Your Case
For the Claimant (The One Alleging Non-Compliance)
Certified Copy of MoA & AoA: To prove the company’s internal rules were violated.
Shareholders' Agreement (SHA): Crucial evidence for proving contractual compliance obligations.
Certified RJSC Documents: Forms XII, XV, or XVIII that show discrepancies or unauthorized changes.
Minutes of Board Meetings/AGM: To prove that a decision was taken without a proper quorum or notice.
Correspondence/Notices: Demand notices sent to the company or board members regarding the breach.
For the Respondent (The Company/Director Defending)
Proof of Filing: Acknowledgement slips from RJSC or BSEC proving that filings were done on time.
Notice of Meetings: Courier receipts or email logs proving that all shareholders were properly invited to the AGM/EGM.
Independent Audit Reports: To verify that financial compliance was maintained as per IFRS/BAS standards.
Board Resolutions: Signed and dated resolutions authorizing the actions being challenged.
Regulatory Clearances: Approvals from BIDA, Bangladesh Bank, or NBR that justify the company's fiscal or operational conduct.
