A continuation vehicle is worth considering when a fund is near the end of its term, one or more Bangladeshi assets still have a credible growth plan, and a sale to a third party now would not reflect that value. It is not automatically better than an exit, a term extension or a portfolio sale. The answer depends on the fund documents, investor appetite, the price a buyer group will pay and whether the local assets can be transferred efficiently. We assess the Bangladesh transfer steps early, because foreign exchange and licensing approvals can affect both price and timing.

Usually some form of consent or approval is needed, but the exact requirement depends on the trust deed, the fund's constitutive documents and BSEC's alternative investment fund rules as they currently apply. Extending a fund's life, transferring assets to a new vehicle or changing the manager's economics can trigger investor votes, trustee approval and regulatory engagement. We review the documents, identify the thresholds and notice periods, and help sponsors plan the sequence of investor meetings, trustee steps and BSEC communications so that each decision is taken in the right order, properly recorded and capable of withstanding later scrutiny.

The sponsor in a continuation vehicle effectively influences the price on both sides, so the process has to answer that conflict directly. Common safeguards include approval by the fund's advisory committee, an independent valuation or fairness opinion, a competitive process to find the lead buyer, separate teams for the selling and buying sides, and clear disclosure of fee and carried interest terms. None of these is decisive on its own. We help design and document a combination that fits the fund documents and the investor base, and that would stand up if an investor later challenged it.

This needs careful review. Bangladesh has capital account controls, and residents generally need permission from Bangladesh Bank, and in some cases other approvals, before acquiring equity or fund interests abroad. A resident who holds an interest in a local fund cannot assume that rolling into an offshore continuation vehicle is permitted. Options may include a local feeder vehicle, a cash election only for residents, or a specific outbound investment approval. We advise early so that resident investors receive an election they can lawfully accept and the sponsor does not create a holding that breaches exchange control.

The answer depends on the company and the parties. Typical steps include board approval, compliance with transfer restrictions and pre-emption rights in the articles and shareholder agreement, stamp duty on the transfer instrument and RJSC filings. If shares move between a resident and a non-resident, or between non-residents, foreign exchange rules on pricing and reporting apply. Regulated businesses such as banks, insurers, NBFIs and telecoms operators may need prior regulator consent to any change of control, and lenders may hold consent rights too. We prepare a full approvals map before anyone signs, so conditions precedent are realistic.

Where a non-resident sells shares in a Bangladeshi company, proceeds are usually repatriated through an authorised dealer bank, which will check the transfer price, the original inward remittance or reinvestment record, tax clearance and other supporting documents against Bangladesh Bank rules. Gaps in historic records, such as a missing encashment certificate or an unreported share issue, can delay remittance for weeks. We review the investment trail before the deal is priced, advise on tax withholding and documentation, and prepare the remittance file so that the selling fund can distribute cash to its investors on time and without disputes.

Tax issues usually include capital gains on the transfer of Bangladeshi shares, withholding obligations on the buyer or the company, stamp duty, and the effect of any applicable double tax treaty on the seller's position. Where the continuation vehicle is financed by debt lent into Bangladesh, interest paid to non-residents is subject to withholding, which the Finance Act 2026 reduced to 10 per cent from 20 per cent. Indirect transfers through offshore holding companies may also need analysis. We work with the sponsor's tax advisers so that the Bangladesh position is reflected in the price and in the tax covenants.

Yes. We act for sponsors, selling investors, lead buyers, syndicate investors and financing providers, subject to conflict checks. For buyers and lenders the focus is usually on due diligence of the Bangladeshi assets, enforceability of transfer documents, change of control risks, security over local shares and bank accounts, and closing certainty. We provide Bangladesh law advice and legal opinions for the transaction and coordinate with counsel in the UK, US, Singapore, the UAE, India and China who are handling the master documents, so that the local and offshore pieces fit together and close on the same day.