Mergers and Acquisitions Law in Bangladesh: 2026 Legal Guide

Mergers and acquisitions law Bangladesh: the 2026 framework

Mergers and acquisitions law Bangladesh practitioners work with is not a single code. It is a stack: the Companies Act 1994 for share transfers and court-sanctioned schemes, the Competition Act 2012 for combinations, securities rules for listed targets, foreign exchange controls administered by Bangladesh Bank for any non-resident party, tax and stamp law for the cost of the deal, and sector statutes for banks, finance companies and other licensed businesses. Every transaction has to clear each layer that applies to it, and the layers do not talk to each other.

The 2025 to 2026 period changed several of them. Bangladesh Bank issued a master circular on 8 March 2026 that lets authorised dealer banks process most cross-border share transfers without its prior approval.[6] Parliament passed a bank resolution statute that has already merged five failed Islamic banks into one state-owned lender.[9] [10] The Competition Commission has a draft amendment on the table, and the commerce ministry is preparing a third amendment to the Companies Act.[5] [12] This guide sets out how the framework works now, what each regulator expects, and where transactions go wrong.

Summary: An acquisition in Bangladesh is done either by buying shares, which transfers the company with all its history, or by buying assets, which transfers only what is listed. Mergers and demergers proceed by a scheme under sections 228 and 229 of the Companies Act 1994, sanctioned by the High Court Division. Listed targets add BSEC takeover rules, regulated targets add Bangladesh Bank or sector approvals, any non-resident party triggers foreign exchange valuation and reporting, and a combination that may harm competition needs Competition Commission approval.

Key point: The March 2026 master circular is the most important practical change for foreign buyers and sellers in years. Transfers between residents and non-residents of shares in unlisted companies no longer need Bangladesh Bank's prior approval if they are at fair value, and authorised dealers can now repatriate sale proceeds of up to BDT 1 billion on an independent valuation without referring the file to the central bank.[6]

At a glance

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Table of Contents

The legal framework for mergers and acquisitions law Bangladesh deals rely on

The starting point is the Companies Act 1994. Section 38 governs the transfer of shares in a company, sections 228 and 229 govern compromises, arrangements, reconstructions and amalgamations, section 230 lets a buyer that has won three-fourths acceptance acquire the shares of dissenting holders, and Part V governs winding up.[1] Most private M&A is a share transfer under section 38; most mergers in the legal sense, where one company is absorbed into another and dissolved, run through sections 228 and 229.

Around that core sit five further layers. The Competition Act 2012 regulates combinations.[4] The Bangladesh Securities and Exchange Commission (BSEC) regulates acquisitions of listed shares through its takeover rules of 2018 and its insider trading rules of 2022.[3] The Foreign Exchange Regulation Act 1947 and Bangladesh Bank's circulars regulate any transfer between a resident and a non-resident.[6] The Income Tax Act 2023 and the Stamp Act 1899 decide what the deal costs.[3] Sector statutes, including the Bank Company Act 1991 and the Finance Company Act 2023, add their own approvals.[7] [8]

Investment laws within mergers and acquisitions law Bangladesh

Investment law sits beside the transaction rather than inside it. The Invest Bangladesh Act 2026 merged the Bangladesh Investment Development Authority, the Bangladesh Economic Zones Authority and the Public-Private Partnership Authority into a single agency, Invest Bangladesh, which began operating on 23 August 2026.[13] A foreign buyer of an existing company inherits that company's registrations, so due diligence should confirm the target's investment registration, any economic zone or export processing zone status, and the conditions attached to incentives it enjoys. Our guide on relocating a factory into an economic zone covers the zone-specific points.

Two features of the investment regime matter most in practice. First, there is no general foreign-ownership screening of acquisitions on national security grounds.[3] Second, the real gatekeeper for a foreign buyer is not an investment agency but the foreign exchange regime: the buyer's money must come in through banking channels, and the seller's proceeds can only leave if the price is supported by a valuation the authorised dealer accepts.[6]

The regulators and what each one controls

Mergers and acquisitions law Bangladesh regulators apply is spread across several institutions, and few deals touch only one of them. The table below sets out who does what. On a phone, scroll it sideways.

The Registrar of Joint Stock Companies and Firms (RJSC) is the registry for every share transfer and every scheme. Section 38(3A), inserted in 2020, requires the transferor to confirm the transfer in person after the transfer documents are filed with the Registrar, and a foreign or overseas transferor must have the instrument and supporting affidavit certified by the relevant embassy.[1] The High Court Division sanctions schemes of arrangement and amalgamation and hears most company matters.[2] Bangladesh Bank controls foreign exchange, banks and finance companies. BSEC controls listed companies. The Competition Commission controls combinations.

Sector regulators and licences

Licensed businesses add a further approval. In the Robi Axiata merger the High Court Division asked the telecom regulator to evaluate the scheme and hold a public hearing before it was sanctioned.[2] Banks need Bangladesh Bank's certification before the High Court Division can sanction any compromise or arrangement with their members or creditors.[7] A finance company needs Bangladesh Bank's prior approval for any voluntary amalgamation or restructuring.[8] In other sectors, such as insurance, energy, pharmaceuticals and telecoms, the target's licences must be reviewed for change-of-control conditions before signing.

Share deal or asset deal: choosing the structure

Under mergers and acquisitions law Bangladesh, the structure question comes first because it decides which law applies, how long the deal takes and who keeps the risk. In a share deal the buyer acquires the shares and the company stays exactly as it was, with its contracts, licences, land, employees, tax history and litigation intact. In an asset deal the buyer takes only the assets and liabilities that are listed, and each one has to be transferred under the law that governs it.

How a share purchase works

A transfer of shares in a private company requires an instrument of transfer bearing the proper stamp, signed by both transferor and transferee, delivered to the company with the share certificate.[1] If the company refuses to register the transfer, it must give written notice to both parties within thirty days of the instrument being lodged.[1] The articles of a private company may restrict transfers, and a private company can require a seller to offer shares first to existing shareholders on identical terms; a public company cannot.[3] Read the articles and any shareholders' agreement before agreeing price, because a pre-emption right can stop the deal at the registration stage.

Share deals are faster, preserve licences and avoid property transfer costs. The price of that convenience is risk: every undisclosed liability stays with the company and therefore with the buyer. The share purchase agreement carries that risk through warranties, indemnities, escrows and price adjustments. Our guide on share transfer in Bangladesh covers the RJSC filing steps in more detail.

How an asset purchase works

An asset deal moves each asset separately. Land and buildings require registered deeds, with registration fees and stamp duty; Chambers reports that these have been reduced to 1 per cent and 1.5 per cent respectively.[3] Contracts need counterparty consent unless they are freely assignable. Licences often cannot be transferred at all and must be reissued. Employees do not move automatically and must agree to the transfer or be re-engaged.[3] The benefit is that the buyer leaves behind liabilities it does not want. For a manufacturing business, our analysis of buying an existing factory and its liabilities sets out what typically follows the assets.

When a scheme is the better route

Where two group companies are to be combined, or a business is to be demerged into a new vehicle, a court scheme under sections 228 and 229 moves the whole undertaking, property and liabilities by a single order and dissolves the transferor without winding up.[1] That avoids a deed-by-deed transfer and, if the tax conditions are met, can be tax neutral.[3] The cost is time: a scheme needs court-convened meetings, regulator input and a High Court Division hearing.

Schemes of merger and amalgamation under sections 228 and 229

Section 228 lets the company, a creditor, a member or a liquidator apply to the court where a compromise or arrangement is proposed between the company and its creditors or members, or any class of them.[1] The court may order meetings of each class. If a majority representing three-fourths in value of the creditors or members present and voting, in person or by proxy, agree, and the court sanctions the scheme, it binds every creditor and member in that class, and the liquidator and contributories if the company is in winding up.[1] The order has no effect until a certified copy is filed with the Registrar.[1]

Section 229 supplies the machinery for reconstruction and amalgamation. Where the scheme involves transferring the undertaking of one company to another, the court may order the transfer of the undertaking, property and liabilities; the allotment of shares or debentures by the transferee; the continuation of pending legal proceedings by or against the transferee; the dissolution of the transferor without winding up; provision for dissenters; and any incidental matters needed to make the scheme work.[1] Property and liabilities vest in the transferee by virtue of the order. A certified copy must be filed with the Registrar within fourteen days.[1]

How the High Court Division approaches sanction

The Company Bench of the High Court Division does not simply count votes. It examines whether the scheme conflicts with the public interest and can require it to be revised.[2] In Robi Axiata Limited v RJSC (2016), the court tasked the telecom regulator with an expert evaluation and a public hearing and weighed the effect on consumers and on competition in the sector before sanctioning the merger.[2] In Summit Power Limited v Summit Narayanganj Power Ltd (2018), it directed the petitioner to revisit certain clauses before the merger could proceed.[2]

A well-prepared petition therefore anticipates the court's questions. It should explain the commercial rationale, show that creditors are protected, set out the treatment of employees, attach regulator no-objections where relevant, deal with tax, and include a fair share-exchange ratio supported by a valuation. Section 228(5) also allows the court to stay suits against the company while the application is pending, which can be important in a distressed restructuring.[1]

Squeezing out minority shareholders

Section 230 provides a separate route for a takeover offer. If a scheme or contract for the transfer of shares is approved within 120 days by holders of at least three-fourths in value of the shares concerned, the transferee may, within the following sixty days, give notice to dissenting shareholders that it wants to acquire their shares.[1] A dissenter has thirty days to apply to the court; unless the court orders otherwise, the transferee must acquire the shares on the same terms as those offered to the approving holders.[1] This is the only statutory squeeze-out in the Companies Act, and the threshold is high, so a buyer that needs 100 per cent should plan for it from the outset.

Listed targets and the BSEC takeover rules 2018

Acquisitions of shares in companies listed on the Dhaka and Chittagong stock exchanges are governed by the BSEC (Substantial Acquisition of Shares and Takeovers) Rules 2018, which have not been significantly amended since they were made.[3] Acquiring 10 per cent or more of the voting shares is a substantial acquisition. A buy order that would take the acquirer to or above 10 per cent, and any further acquisition once that level is held, must be disclosed through the stock exchange's online news service.[3]

In practice, control of most listed companies sits with sponsor groups that also control the board, so a buyer usually negotiates to acquire the sponsors' shares before any public offer is launched.[3] The listed-company layer adds three further points. Insider trading rules adopted in 2022 broadened the scope of price-sensitive information and require each listed company to adopt its own policy, so negotiations must be ring-fenced.[3] Sponsor and director holdings and any locked-in shares must be checked against BSEC requirements before a deal is priced. And the scheme route remains available: a listed company merger still needs High Court Division sanction under sections 228 and 229, with BSEC and the exchanges informed throughout.

For buyers who are new to the market, our overview of public limited companies in Bangladesh explains the governance obligations a listed target carries, and the capital markets practice page sets out how TRW supports listed deals.

Competition Act 2012 merger control

The Competition Act 2012 defines a combination as acquiring or taking control of a business, or amalgamating or merging with another.[4] Section 21 prohibits any combination that causes, or is likely to cause, an adverse effect on competition in the market for goods or services. A combination that does not have that effect may be approved by the Bangladesh Competition Commission on application, after inquiry, and the Commission must refuse a combination that will or is likely to harm competition.[4] The application and procedure are left to regulations.

That gap is the central difficulty. The Commission has drafted combination rules, but according to the Chambers 2026 guide they had not been circulated for public consultation.[3] There are therefore no statutory notification thresholds or review timelines in force. In practice, parties to a transaction that could raise concentration concerns, especially between competitors in the same market, should assess whether to apply for approval, because the prohibition in section 21 applies whether or not a notification regime exists.

The 2025 reform draft

In October 2025 the Commission proposed amendments to the Competition Act, including search and seizure powers, a leniency regime, rules on algorithmic pricing and digital markets, and a Competition Appellate Tribunal to which appeals would be filed within thirty days on deposit of 25 per cent of any penalty.[5] The draft was not law at the time and was to be finalised after ministry-level consultation.[5] Buyers in concentrated markets should watch for it, because a stronger enforcement agency will make the absence of merger thresholds harder to rely on.

Foreign exchange approvals for non-resident buyers and sellers

For any cross-border deal, this is where mergers and acquisitions law Bangladesh investors face most friction. Bangladesh Bank's FEID Circular No. 01 of 8 March 2026 is now the master circular on transfers of shares in unlisted private and public companies involving non-residents, and on repatriating sale proceeds.[6] It consolidates and liberalises the earlier 2018 and 2020 instructions.

Resident sells to non-resident

Authorised dealer (AD) banks may now facilitate transfers from residents to non-residents, and between non-residents, without Bangladesh Bank's prior approval, provided the transfer is at the fair value of the target's shares.[6] A valuation report is not needed where the deal value does not exceed BDT 10 million; instead, buyer and seller sign a joint statement justifying the price. Above that figure, a valuation report is required. The resident seller submits the valuation report, the memorandum of understanding and the encashment form for the inward remittance to the AD bank.[6]

Non-resident sells to resident

Repatriation of a non-resident seller's proceeds is more tightly controlled. The AD bank may repatriate without Bangladesh Bank approval in three cases: where the price does not exceed net asset value on the latest audited accounts, whatever the amount; where the deal value does not exceed BDT 10 million, supported by a joint statement; and where the deal value does not exceed BDT 1 billion and is supported by an independent valuation.[6] Every other case still requires Bangladesh Bank's approval on an application with the valuation report.[6]

Process, timing and reporting

The circular sets a clear sequence. Buyer and seller sign a dated MoU; the target's audited accounts used must be no more than six months old at that date, or interim audited accounts must be prepared; and the transfer must be completed within 45 days of the MoU or of Bangladesh Bank's approval, whichever is later.[6] The AD bank should repatriate within five working days if it finds no discrepancy, and must forward approval cases to Bangladesh Bank within three working days.[6] It then files a post-facto report within fourteen days, attaching the Form 117 transfer endorsed by the RJSC and the updated Schedule X.[6]

Several conditions catch sellers out. The transfer price must be consistent with any share issue price in the previous year. The non-resident must pay capital gains tax and stamp duty with funds brought in from abroad, and the target company may not pay them.[6] The AD bank will also check that every earlier share issue and transfer involving a non-resident was itself compliant, so a defect in the target's FX history can block repatriation years later.[6] Our guide on receiving foreign currency in Bangladesh explains the inward remittance side.

Valuation under mergers and acquisitions law Bangladesh

Valuation is not only a commercial question. Under the 2026 circular, Bangladesh Bank accepts fair value derived from the net asset value approach, the market approach and the discounted cash flow approach, either as a weighted average of all three or by the single most suitable method on justified grounds.[6] The asset approach comes with conditions: the audited accounts must not include revalued assets, intangibles or expenses carried as assets, impairment must be certified by the auditor, and abnormal asset growth above 10 per cent of the industry average in any of the last three years is a red flag.[6] Revaluation reserves are accepted only on strict terms.

The market approach uses peer multiples, such as price to earnings, price to book and price to sales, drawn from listed companies on audited figures, with outliers beyond 2.5 standard deviations discarded.[6] Valuers must be BSEC-licensed merchant bankers or chartered accountants listed with Bangladesh Bank or BSEC to audit banks, financial institutions or listed companies, must be independent of the target, and must give a fairness opinion confirming compliance with international best practice.[6] Bangladesh Bank and AD banks keep the right to reassess value if assets appear overstated or liabilities understated.[6]

The practical lesson is to commission the valuation early, from a qualified valuer, on the method the AD bank will accept. A price that the parties agree but the bank cannot justify will hold up completion, and a share-exchange ratio in a scheme will face the same scrutiny before the High Court Division.

Due diligence in Bangladesh transactions

Due diligence decides whether the buyer is buying a company or a set of problems. Because a share deal transfers the whole history of the target, the review has to reach every area where Bangladeshi companies tend to accumulate unrecorded liabilities. The common pressure points are corporate records, land, tax, employment, licences, foreign exchange compliance and litigation.

• Corporate and RJSC records: compare the share register, Schedule X filings, Form 117 transfers and the articles. Gaps between the company's books and RJSC records are common and must be cured before completion.
• Beneficial ownership: Bangladesh Bank's Financial Intelligence Unit guidelines require individuals holding 20 per cent or more, or exercising control, to be identified.[3]
• Land and property: verify title, mutation and khatian records for every plot. Our guide to land ownership verification sets out the searches.
• Tax: review assessments, withholding compliance and VAT, because the company remains liable after the sale. See our guide to corporate income tax in Bangladesh.
• Finance and security: list every loan, mortgage, charge and corporate guarantee, and check for lender consents and change-of-control clauses.
• Employment: confirm Labour Act compliance, accrued benefits and any collective agreements; see our guide to employment contracts.
• FX history: confirm that each share issue and transfer to or from a non-resident complied with Bangladesh Bank rules, because the AD bank will check this on exit.[6]

The findings go into the transaction documents. Material issues become conditions precedent, specific indemnities or price adjustments; general risks are covered by warranties and a disclosure letter. TRW's corporate transaction and due diligence practice runs legal due diligence for buyers, sellers and lenders.

Tax and stamp duty on share transfers and mergers

Tax is where mergers and acquisitions law Bangladesh meets the Income Tax Act 2023. Under that Act, which replaced the Income Tax Ordinance 1984, gains on the transfer of securities and other capital assets are taxed at 15 per cent.[3] The tax falls on the seller, but a non-resident seller's tax must be funded from abroad under the FX circular, and buyers routinely withhold or require proof of payment before completion.[6] Indirect transfers are also within reach: the Offshore Indirect Transfer Rules 2022, made after the Warid to Airtel divestment, set out how tax is computed when shares of an offshore company holding Bangladeshi assets change hands.[3]

Stamp duty is a real cost. Chambers reports that a share purchase agreement attracts stamp duty of 0.2 per cent of the consideration and the share transfer instrument for an unlisted company 1.5 per cent.[3] In an asset deal, land and buildings carry registration fees and stamp duty of 1 per cent and 1.5 per cent respectively.[3]

Tax-neutral mergers and demergers

The Income Tax Act 2023 sets qualifying criteria for tax-exempt amalgamations and demergers. For an amalgamation, the required shareholding of the amalgamating company's shareholders in the amalgamated company was reduced from 90 per cent to 75 per cent.[3] A scheme that is designed to qualify should be drafted with the tax conditions in view from the first draft, and the tax analysis should be placed before the High Court Division with the petition. Our tax structuring practice advises on deal structure.

Bank and NBFI mergers in 2025 and 2026

The largest mergers in Bangladesh in this period were not voluntary. The interim government's Bank Resolution Ordinance 2025 gave Bangladesh Bank power to place failed banks under resolution,[11] and the elected Parliament passed the Bank Resolution Bill 2026 on 10 April 2026.[9] It lets Bangladesh Bank suspend a weak bank's business, limit shareholder rights, appoint administrators, dissolve the board, temporarily transfer or merge a crisis-hit bank with a stronger institution, and create a bridge bank, with personal liability of up to Tk 50 lakh for individuals responsible.[9]

Five Shariah-based banks, Exim Bank, First Security Islami Bank, Global Islami Bank, Union Bank and Social Islami Bank, were merged into the state-owned Sammilito Islami Bank PLC. Administrators were appointed on 5 November 2025, the final licence was issued on 1 December 2025, and the bank began operating under single management on 16 August 2026, with paid-up capital of Tk 35,000 crore, of which the government provided Tk 20,000 crore.[10]

Non-bank lenders face a harder outcome. On 30 November 2025 the Bangladesh Bank board approved the winding up of nine non-bank financial institutions, including People's Leasing, International Leasing, FAS Finance and Fareast Finance, under the Bank Resolution Ordinance 2025.[11] Investors who want to buy into a bank or finance company must clear the 10 per cent shareholding limit in section 14A of the Bank Company Act 1991, and any voluntary finance company amalgamation needs Bangladesh Bank's prior approval.[7] [8] Our analysis of banking regulations in Bangladesh covers the wider regime.

M&A alongside liquidation, insolvency and corporate litigation

Distressed M&A in Bangladesh sits on the boundary between company law and insolvency. Section 228 is available to a company in winding up as well as a solvent one, and its liquidator can apply for a compromise or arrangement with creditors.[1] A scheme can therefore be used to rescue a business by transferring it to a new owner, with the court's power to stay suits giving time to negotiate.[1] Where rescue fails, the court's winding-up jurisdiction under section 241 and Part V of the Companies Act takes over.[1] Our guide on winding up a company in Bangladesh explains that process.

Disputes that follow a deal

Post-completion disputes usually concern warranty claims, earn-outs, deferred consideration, or a minority shareholder's challenge to the transaction itself. The Commercial Courts Ordinance 2026 listed shareholder agreements and joint venture agreements among the commercial disputes for the new commercial courts, while excluding matters within the High Court Division's original jurisdiction; it has since been repealed and replaced by the Commercial Courts Act 2026 (Act No. 23 of 2026).[14] Company matters under the Companies Act, including scheme petitions and oppression claims, therefore remain with the High Court Division. An arbitration clause in the share purchase agreement remains the most reliable way for a foreign party to control forum and procedure.

For minority holders who object to a deal, our guide on shareholder disputes in Bangladesh sets out the remedies, and TRW's restructuring and insolvency practice acts on distressed transactions.

The transaction process step by step

Every deal is different, but a typical private acquisition under mergers and acquisitions law Bangladesh follows the sequence below. Scheme mergers add the court timetable, and listed deals add BSEC disclosure, but the core steps are the same.

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Key documents

Term sheets and letters of intent are usually non-binding except for confidentiality, exclusivity and governing law. The share purchase agreement or business transfer agreement carries price, conditions, warranties, indemnities and termination rights. Completion deliverables include the stamped instrument of transfer in Form 117, the share certificates, board resolutions, resignations and appointments of directors, and the updated RJSC filings.[1] [6] For cross-border deals, add the dated MoU, valuation report and encashment certificate the AD bank will require.[6] Our guide on commercial agreements in Bangladesh covers drafting points that apply across these documents.

How to choose M&A advisers and lawyers in Bangladesh

Mergers and acquisitions law Bangladesh deal teams are usually assembled from four disciplines: legal counsel, a valuer or merchant banker, auditors or tax advisers, and, for listed or regulated targets, a corporate finance adviser. The choice of legal counsel matters most, because a Bangladeshi deal turns on regulatory sequencing as much as on drafting. Look for counsel who can do four things.

• Run the regulatory map: identify early which of RJSC, the High Court Division, BSEC, Bangladesh Bank, the Competition Commission and any sector regulator must act, and in what order.
• Appear in court: scheme petitions are heard by the Company Bench of the High Court Division, so the team drafting the scheme should be able to present it.
• Handle FX and valuation: understand what the AD bank will accept under the 2026 master circular, so that the price can be paid and repatriated.[6]
• Bridge international practice: draft documents that a foreign investor's lawyers recognise while remaining enforceable in Bangladesh.

Ask prospective advisers for a fixed scope and timeline, the regulatory steps they expect, and who will appear in court. A clear engagement letter avoids gaps between legal, tax and valuation advisers. TRW's corporate and commercial advisory practice and joint ventures practice act on Bangladeshi M&A for domestic and international clients.

Mistakes to avoid in mergers and acquisitions law Bangladesh deals

• Agreeing the price before the valuation: a price the AD bank cannot support delays completion and repatriation.[6]
• Ignoring the target's FX history: an earlier non-compliant share issue can block a later exit.[6]
• Assuming no competition filing is needed: the section 21 prohibition applies even without notification thresholds.[4]
• Missing pre-emption rights: a private company's articles can require shares to be offered first to existing members.[3]
• Paying the seller's tax from the target: the FX circular prohibits the target from paying a non-resident seller's gains tax or stamp duty.[6]
• Underestimating the court: the High Court Division can require a scheme to be revised in the public interest.[2]

Developments to watch in late 2026

Three developments will shape mergers and acquisitions law Bangladesh deal teams apply in the year ahead. First, the commerce ministry's draft Companies (Third Amendment) Act 2026 would move approval of memorandum alterations from the courts to the RJSC, allow electronic registers and share transfers, require beneficial ownership disclosure and extend several filing deadlines; it was still a draft in August 2026.[12] Second, the Competition Commission's reform draft and its combination rules will decide whether Bangladesh moves to a true notification regime.[3] [5] Third, the operation of the March 2026 master circular will show whether AD banks use their new autonomy to process deals quickly.[6]

The integration of Sammilito Islami Bank and the liquidation of the nine finance companies will also test how the Bank Resolution Act and the Finance Company Act handle the claims of shareholders, depositors and creditors in practice.[10] [11] Anyone holding or buying shares in a bank or finance company should follow both closely.

Frequently asked questions

What laws govern mergers and acquisitions in Bangladesh?

The core is the Companies Act 1994, supported by the Competition Act 2012, the BSEC takeover rules for listed companies, the Foreign Exchange Regulation Act 1947 and Bangladesh Bank circulars, the Income Tax Act 2023 and sector statutes such as the Bank Company Act 1991.[1] [3] [4]

Does a merger in Bangladesh need court approval?

Yes. A merger or demerger by scheme must be approved by three-fourths in value of each class at court-convened meetings and sanctioned by the High Court Division under sections 228 and 229, then filed with the Registrar within fourteen days.[1] [2]

Does a share purchase need court approval?

No. A share purchase is completed by a stamped instrument of transfer, registration by the company and filings with the RJSC under section 38, subject to any regulatory approvals the target's sector requires.[1]

Does a foreign buyer need Bangladesh Bank approval to buy shares?

Not in most cases since March 2026. A resident can transfer unlisted shares to a non-resident through an AD bank without prior approval, if the price is at fair value; a valuation report is required above BDT 10 million.[6]

Can a foreign seller repatriate sale proceeds freely?

Through the AD bank, without Bangladesh Bank approval, if the price is within net asset value, within BDT 10 million on a joint statement, or within BDT 1 billion on an independent valuation. Other cases need Bangladesh Bank approval.[6]

Is there merger control in Bangladesh?

Yes. Section 21 of the Competition Act 2012 prohibits combinations that harm competition and allows the Commission to approve those that do not, but combination rules with notification thresholds had not been finalised.[3] [4]

When does the takeover regime apply to a listed company?

Acquiring 10 per cent or more of a listed company's voting shares is a substantial acquisition under the BSEC rules of 2018, and the relevant orders and further acquisitions must be disclosed through the exchange.[3]

What tax applies to a share sale?

Capital gains on share transfers are taxed at 15 per cent under the Income Tax Act 2023, and stamp duty applies to the share purchase agreement and the transfer instrument.[3]

Can minority shareholders be squeezed out?

Under section 230, a buyer whose offer is accepted by three-fourths in value within 120 days may compulsorily acquire the dissenters' shares on the same terms, subject to their right to apply to the court within thirty days.[1]

Can Bangladesh Bank force banks to merge?

Yes. The bank resolution law passed in April 2026 lets Bangladesh Bank transfer or merge failing banks, and five Islamic banks were merged into Sammilito Islami Bank under the resolution regime.[9] [10]