Fixed-fee pack · Startups and venture
Startup holding structure and IP pack for Bangladesh founders
We set up or clean up a startup holding structure across Bangladesh and abroad, move shares and IP into the right entity with the required approvals and filings, and support consolidation, mergers and acqui-hires.
The Legal 500 · Bangladesh: Tier 2 Intellectual property · Tier 2 Tax · Tier 3 Dispute resolution
Who this is for
Why it matters now
Startup holding structure
A startup holding structure that worked in a boom year may not survive due diligence in 2026. Bangladeshi startups raised USD 6 million in the first half of 2026, down 95 per cent year on year, across six deals, and all of that capital came from global investors [4]. Consolidation, mergers and acqui-hires follow a market like this, and every one of them tests whether shares, IP and approvals actually sit where founders and investors think they do.
Share transfers involving non-residents follow Bangladesh Bank's master circular of 8 March 2026 for unlisted companies [1]. A non-resident's sale to a resident needs no prior approval if the price is at or below net asset value, up to BDT 10 million with a joint price statement, or up to BDT 1 billion at an independent fair value; otherwise prior approval is required [1]. Transfers must complete within 45 days of the later of the MoU or the approval, and the authorised dealer bank reports each transfer within 14 days [1].
Regulators have changed as well. Invest Bangladesh, formed from BIDA, BEZA and the PPP Authority, began operating on 23 August 2026 [2], and foreign loan proposals from private industrial enterprises now need prior authorisation from the Invest Bangladesh Authority [3]. Intellectual property is a growing asset class: a 2023 law lets intellectual property, software and apps serve as registered loan collateral [5], and the commercial courts list intellectual property disputes among commercial disputes [6]. If code, brands and domains sit with founders personally, the value an acquirer pays for may not transfer.
What is included
What our startup holding structure service includes
We map the current group, cap table, SAFEs or convertible notes, shareholder agreements and foreign investment filings, and list the gaps an investor or acquirer will raise in due diligence.
We advise on keeping a Bangladesh-only structure or using an offshore holding company, working with our Singapore, London and Dubai teams on where the holdco sits and how it owns the Bangladesh company.
We document share transfers between residents and non-residents, apply the March 2026 pricing and valuation rules, and coordinate the authorised dealer bank filings and repatriation of sale proceeds [1].
We prepare assignments from founders, employees, agencies and contractors to the right entity for code, designs, content and domains, and update team contracts so that future IP is caught automatically.
We search and file trademark applications with the Department of Patents, Designs and Trademarks and record ownership changes, drawing on a practice ranked Tier 2 for intellectual property in Bangladesh by The Legal 500.
We draft and negotiate share or asset purchase agreements, acqui-hire terms, employee transfer and retention arrangements, and the corporate approvals each side needs in Bangladesh.
A written, sequenced plan for fixing the group before a raise or exit, showing which filings, transfers and assignments come first and which approvals or valuations each step needs.
How it works
Startup holding structure, step by step
- Founding partner consultationWeek 1
Book a 40-minute consultation with a founding partner. We discuss your current structure, investors and the transaction ahead, then confirm the scope and the fixed fee for each phase in writing before work starts.
- Startup holding structure reviewStage 1
We review corporate records, the cap table, investment documents, IP ownership and regulatory filings, and give you a short red-flag report setting out the order in which issues should be fixed.
- Approvals and transfersStage 2
We prepare share transfer documents, valuation instructions, board and shareholder approvals, registrar filings and authorised dealer bank submissions, and track each step through to completion, transfer registration and the bank's reporting to Bangladesh Bank.
- IP assignments and trademarksStage 3
We complete IP assignments, file or record trademark applications and update team contracts, so that the entity being invested in or sold owns the code, brands and domains it relies on.
- Deal supportStage 4
We support the raise, merger or acqui-hire through negotiation, signing and closing, including disclosure letters, conditions precedent, closing deliverables and the post-closing corporate and foreign exchange filings required in Bangladesh.
Each phase has its own fixed fee: review, approvals and transfers, IP and trademarks, and deal support. The price depends on the number of entities and jurisdictions, shareholders and IP assets, and whether a regulatory approval or valuation is needed. Government, registrar and trademark fees are passed through at cost, and each phase fee is confirmed in writing before work starts.
We confirm the fee in writing before any work starts. Government fees, court fees and stamp duty are passed through at cost.Questions
Startup holding structure: questions
Should our startup holding structure use an offshore holdco?
It depends on where your investors are, how you expect to exit, and which Bangladesh regulatory and tax steps the structure triggers. An offshore holdco can make fundraising easier, but moving shares or IP from Bangladesh into it engages Bangladesh Bank rules on share transfers and valuation [1] and may need other approvals. We compare the options with you, including keeping the Bangladesh company as the top entity, before anything is signed.
Do share transfers to foreign investors need Bangladesh Bank approval?
Not always. Under Bangladesh Bank's master circular of 8 March 2026, transfers from residents to non-residents need no prior approval but must be at fair value, with a valuation report above BDT 10 million [1]. Transfers from non-residents to residents need prior approval unless a price test is met [1]. Either way, the parties sign an MoU, the non-resident pays capital gains tax and stamp duty from funds brought in through banking channels, and the authorised dealer bank reports within 14 days [1].
How does a founder assign IP to the company?
By a written assignment that identifies the IP and is signed by the founder, supported by board approval on the company side and, for registered rights such as trademarks, a recordal with the registry. Employment and contractor agreements should also assign future work. We check repositories, domains and brand filings for anything still held in a founder's or agency's name, because acquirers commonly treat a missing assignment as a closing condition.
Can you register our trademark in Bangladesh?
Yes. We clear and file trademark applications with the Department of Patents, Designs and Trademarks, handle examination and publication, and record assignments when ownership moves to a new holding or operating company. Our intellectual property practice is ranked Tier 2 in Bangladesh by The Legal 500. If you also need protection abroad, our desks for the UK, US, UAE, China, India, Singapore and Japan help coordinate filings in those markets.
What does an acqui-hire involve in Bangladesh?
Usually an agreement to hire key team members, sometimes combined with a purchase of selected IP or shares. On the Bangladesh side, we deal with ending or transferring employment lawfully, settling dues, assigning IP to the buyer and, where shares move between residents and non-residents, the Bangladesh Bank pricing and reporting rules [1]. Later disputes over IP rights fall within the commercial disputes the commercial courts hear [6], so clean documents matter.
Does a startup holding structure affect loans from a foreign parent?
It can. Under Bangladesh Bank's consolidated circular of 2 September 2026, foreign loan proposals from private industrial enterprises need prior authorisation from the Invest Bangladesh Authority, and authorised dealer banks report approved loans quarterly [3]. Invest Bangladesh replaced BIDA, BEZA and the PPP Authority on 23 August 2026 [2]. Whether your particular business falls within these rules, and how intercompany loans should be documented, is one of the points we confirm in the review.
Sources
- Bangladesh Bank, FEID Circular No. 01 (8 March 2026): master circular on transfer of shares and repatriation of sale proceeds
- Invest Bangladesh, 23 August 2026: Invest Bangladesh begins journey as country's apex investment promotion agency
- The Financial Express, September 2026: Bangladesh Bank issues consolidated foreign exchange rules on loans and guarantees
- Dhaka Tribune, 28 July 2026: Bangladesh startup funding craters 95% to $6m in H1 2026
- UNB, 26 October 2023: Secure Transactions of (Moveable Assets) Bill 2023 passed to broaden collateral terms
- Commercial Court Ordinance 2026 (Ordinance No. 1 of 2026), repealed by the Commercial Courts Act 2026 (Act No. 23 of 2026): Laws of Bangladesh
Related
Start with a consultation
Tell us the facts and deadlines. We will confirm scope, fee and timeline in writing before we begin.
General information on the law of Bangladesh, not legal advice. Sending an enquiry does not create a lawyer-client relationship.