For most early-stage ventures with Bangladeshi founders and customers, a private limited company incorporated in Bangladesh is the simplest and most practical starting point. It can issue different classes of shares, accept foreign investment and be restructured later if needed. A foreign holding company may suit ventures targeting international investors or customers from day one, but it involves exchange control approvals, tax analysis and higher running costs. We compare options against the venture's funding plan, market and timeline, rather than copying structures used in other countries without checking whether they work here. Restructuring later is possible but costly.

It is possible, but Bangladesh residents generally need approval to invest abroad, and transferring shares or IP of a Bangladesh company to a foreign holding company raises exchange control and tax issues. Some founders have used structures that were not properly approved, which can create problems in later funding rounds or exits. We advise on the approval route, the sequence of steps and the documents needed, and coordinate with counsel in the holding company's jurisdiction. In some cases, particularly at seed stage, a Bangladesh company with foreign investors is a better option for the technology venture at its stage.

There is no standard split. Founders should consider contributions to date, future roles, time commitment and the capital each brings. Vesting, under which founders earn their shares over time, protects the company if a founder leaves early and is widely expected by investors. Good and bad leaver provisions define what happens to unvested and vested shares when someone departs. We help founders discuss these points openly, document the agreement in the articles and a shareholders' agreement, and make sure the mechanics work under the Companies Act 1994 and are enforceable in practice. Founders should revisit terms after funding.

Usually the founder who wrote it, not the company, unless it has been assigned in writing. The same applies to work by freelancers and agencies, and to some work by employees. Under the Copyright Act 2023, ownership does not automatically follow payment or involvement in a technology venture. We prepare founder IP assignments covering pre-incorporation work, and contractor and employment agreements that vest future work in the company. Investors check these documents during due diligence, and missing assignments are one of the most common issues delaying seed and Series A rounds. Confirmatory assignments fix this quickly.

Employee share incentives are possible, but Bangladesh does not have a detailed statutory framework for private company option schemes, so they must be designed carefully within the Companies Act 1994, the articles of association and tax law. Options can be structured through a reserved pool, board approvals, vesting conditions and exercise mechanics, or through alternatives such as phantom shares. Where shares are held by a foreign holding company, Bangladesh-resident employees may need exchange control approvals to participate. We design schemes that motivate staff and remain workable when the technology venture raises funding or is sold.

A foreign investor can generally subscribe for shares in a Bangladesh private company, subject to any sector restrictions. Funds must arrive through banking channels, with the bank issuing documentation that supports later repatriation of dividends or sale proceeds. Share pricing and transfers between residents and non-residents are subject to foreign exchange rules. Some investments require registration with Invest Bangladesh, the authority that replaced BIDA, BEZA and the PPP Authority in August 2026. We handle the corporate approvals, filings and banking documentation so the investment is properly recorded from the start. Delays at the bank are common without it.

Every company needs a trade licence, tax registrations and, where applicable, VAT registration. Beyond that, requirements depend on the business. E-commerce platforms may need registration under digital commerce rules, payment and fintech services may need Bangladesh Bank licensing or partnership with a licensed provider, telecom-related services may need BTRC licences, and health and education services may face sector rules. Data protection obligations under the Personal Data Protection Act 2026 apply to most platforms. We map the requirements against the product roadmap so the venture launches lawfully and avoids enforcement surprises. Requirements change, so we confirm them before launch.

Bangladesh has offered tax incentives for certain software, IT-enabled services and digital businesses, and has introduced measures aimed at startups, but eligibility depends on the type of activity, registration and conditions such as receiving export income through banking channels. Incentives are set and revised through tax legislation, including the annual finance act, so the position should be checked each year. We work with tax advisers to identify relevant incentives and structure contracts and invoicing so the technology venture can claim them, while avoiding structures that could later be challenged. Records should be kept carefully.