How to Acquire a Company in Bangladesh: The Step-by-Step Acquisition Process in 2026

The acquisition process Bangladesh deals follow in 2026

The acquisition process Bangladesh buyers follow is a sequence of private negotiation and public formality. The commercial deal is struck in a letter of intent and a share purchase agreement; the legal transfer happens only when a stamped Form 117 is lodged, the seller confirms it in person at the Registrar of Joint Stock Companies and Firms (RJSC), and the company enters the buyer in its register of members.[2] Between those points sit due diligence, valuation, Bangladesh Bank requirements for any non-resident party, a competition assessment, securities rules for listed targets and tax on the seller's gain.

This guide is the execution playbook. It follows a share or asset acquisition from the first approach to the last RJSC filing, and explains what each step requires, who acts, and where deals stall. The wider legal framework is covered in our guide to mergers and acquisitions law in Bangladesh, and court-sanctioned schemes in our separate analysis of merger procedure in Bangladesh. Here the focus is on running the deal.

Summary: A Bangladeshi acquisition is usually a purchase of shares in an unlisted company. The parties agree terms in a largely non-binding term sheet, the buyer carries out legal, financial and tax due diligence, and the share purchase agreement allocates risk and sets conditions. Completion requires a stamped instrument of transfer, RJSC filings and in-person confirmation by the seller, board registration of the transfer and a Form XII for any change of directors within fourteen days. A non-resident buyer or seller adds fair-value pricing, an authorised dealer bank file and a 45-day completion window under Bangladesh Bank's March 2026 master circular.

Key point: For cross-border deals the clock starts with the paperwork. Bangladesh Bank's FEID Circular No. 01 of 8 March 2026 requires a dated memorandum of understanding between buyer and seller, audited accounts of the target no older than six months at that date, and completion of the transfer within 45 days of the MoU or of Bangladesh Bank's approval, whichever is later.[5] Sign the MoU when the deal is ready to close, not when talks begin.

At a glance

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Table of Contents

How the acquisition process Bangladesh law shapes is put together

No single statute governs an acquisition. The Companies Act 1994 governs the transfer of shares, the register of members, director changes and the statutory squeeze-out.[1] Bangladesh Bank's foreign exchange rules govern any transfer between a resident and a non-resident.[5] The Competition Act 2012 prohibits combinations that harm competition.[8] BSEC rules apply when the target is listed, the Income Tax Act 2023 and stamp law decide the cost, and sector regulators control licensed businesses.[7]

In practice, these layers produce a predictable sequence of work. The deal team has to decide the structure, agree heads of terms, investigate the target, document the deal, obtain the approvals that apply, complete the transfer and then put the public record right. Each stage feeds the next: a defect found in due diligence becomes a condition precedent, a valuation becomes the price the bank will accept, and the closing agenda becomes the post-closing filing list.

The market is dominated by negotiated share deals. Chambers reports that most acquisitions are led by mid-market and conglomerate buyers using share acquisitions, while asset-based deals and sales of business undertakings are gaining ground as banks enforce bad debts more strictly and the cost of transferring property falls.[7] There is no general national security screening of acquisitions.[7]

Share deal or asset deal: choosing the structure

Structure is the first decision because it fixes the documents, the approvals, the tax and who keeps historic risk. There are four main routes: buying existing shares, subscribing for new shares, buying assets or a business undertaking, and a court-sanctioned scheme.[7] The table below compares them. On a phone, scroll it sideways.

Buying existing shares

A share purchase leaves the company untouched. Contracts, licences, land, employees, tax history and litigation all stay where they are, and only the owner changes. That makes the share deal faster and keeps licences that could not be transferred. The cost is risk: every unrecorded liability stays in the company the buyer now owns, so the share purchase agreement, the due diligence and the price mechanism must carry that risk. Restrictions in the articles matter at this stage, because a private company can require a seller to offer its shares first to existing members on identical terms, while a public company cannot.[7]

Subscribing for new shares

A buyer can also acquire control by subscribing for fresh shares, with the money going to the company rather than to the seller. The company files a return of allotment in Form XV with the RJSC, rather than a Form 117 transfer.[7] For a listed company, a private placement of new shares requires regulatory approval.[7] Subscription suits growth investments and joint ventures; our guide to the joint venture company in Bangladesh covers that structure.

Buying assets or a business undertaking

In an asset deal, the buyer takes only listed assets and liabilities, either itemised or as a going concern.[7] Each asset moves under its own law: land by registered deed, contracts by novation or assignment, licences by fresh application, employees by consent. The buyer leaves unwanted liabilities behind, but pays property transfer costs and loses time on each transfer. The asset deal process is explained further below.

Schemes of amalgamation, in summary

Where two group companies are to be combined, or a division is to be demerged into a buyer's vehicle, a scheme under sections 228 and 229 of the Companies Act transfers the whole undertaking by court order and dissolves the transferor without winding up.[1] A scheme needs court-convened meetings and High Court Division sanction, so it is rarely the fastest route to an acquisition of a third-party business. The procedure, meetings and tax conditions are set out in our merger procedure guide.

Stage one: preparation, NDA and the letter of intent

Preparation decides how smoothly the rest of the deal runs. Before any approach, the buyer should identify the regulators the target's business touches, check whether the target is in one of the sectors where foreign investment needs prior clearance from a line ministry or authority, and confirm whether the buyer itself is resident or non-resident for foreign exchange purposes.[7] Those three answers determine the approvals timetable and the scope of due diligence.

Confidentiality and exclusivity

A non-disclosure agreement comes first, before the seller opens a data room. Exclusivity is usually demanded from term sheet through to closing; unless there are several bidders, the parties typically agree it for a fixed period.[7] If the target is listed, negotiations must also be ring-fenced under the BSEC insider trading rules of 2022, which require each listed company to adopt its own policy and widen the information treated as price-sensitive.[7]

What the term sheet should cover

Term sheets and letters of intent in Bangladesh are typically non-binding, and parties can walk away if no final terms are agreed.[7] The binding provisions are usually confidentiality, exclusivity, costs, governing law and dispute resolution. The non-binding part should still be precise about the essentials:

• Perimeter: which shares or assets are being bought, and whether any business or property will be carved out before completion.
• Price and mechanism: headline price, how it adjusts for cash, debt and working capital, and any deferred or contingent element.
• Conditions: the regulatory approvals, third-party consents and diligence outcomes on which closing depends.
• Protection: the warranty and indemnity package, any escrow or holdback, and caps and time limits on claims.
• Timetable: target dates for signing, the long-stop date and the sequence of approvals.

Timing the memorandum of understanding

For a cross-border deal, the dated memorandum of understanding is not a formality. Bangladesh Bank's 2026 master circular uses its date to test the age of the target's audited accounts, which must not be more than six months old, and to start the 45-day period for completing the transfer.[5] Peer multiples and the discount rate in the valuation are also measured by reference to the MoU signing date.[5] Keep early documents expressly preliminary, and sign the MoU the bank will rely on when the valuation, accounts and approvals can all be completed in time.

Due diligence: what the acquisition process Bangladesh buyers run must cover

Because a share deal transfers the company's entire history, due diligence is where the buyer decides what it is really buying. Buyers generally appoint separate legal, business and financial teams.[7] Legal due diligence typically covers share capital and governance, indebtedness, regulatory compliance, licences, material contracts, tax, intellectual property, employment and pensions, real estate, environment, IT and data, litigation and insurance.[7]

Bangladesh-specific checks

Some checks matter more in Bangladesh than elsewhere, because the public record and the company's own books often diverge.

• RJSC records against the share register: compare the register of members with the RJSC filings for every allotment (Form XV), transfer (Form 117) and director change (Form XII).[7] Gaps must be cured before completion, not after.
• Foreign exchange history: before repatriating a non-resident's sale proceeds, the authorised dealer (AD) bank must be satisfied that every earlier share issue, including bonus and rights shares, and every earlier transfer involving a non-resident complied with Bangladesh Bank rules.[5] A defect years old can stall today's exit.
• Credit and tax standing: where Bangladesh Bank approval is needed, the application must include the target's Credit Information Bureau (CIB) report, a tax clearance certificate and the tax computation filed with the return.[5] Obtaining these early tests the target's credit and tax position.
• Lender consents: Bangladesh Bank requires clearance from lender banks for a change in the board or in a director's shareholding, so every facility agreement must be checked for change-of-control and consent provisions.[7]
• Beneficial ownership: under the Bangladesh Financial Intelligence Unit's guidelines, an individual becoming the beneficial owner of 20% or more of the shares, or of control, must declare that status.[7]
• Investment registration: confirm the target's registration with the investment authority or zone authority that has jurisdiction, because a change in shareholding may need its clearance.[7]

Land, labour and environmental diligence follow their own methods. Our guides on land ownership verification and on buying an existing factory and its liabilities explain how to search title and how to turn findings into a risk register.

From findings to documents

Every material finding needs a destination. A defect that can be cured becomes a condition precedent; a quantifiable exposure becomes a price adjustment or specific indemnity; an uncertain risk is covered by warranty, escrow or insurance; a fundamental problem may end the deal. Acquirers do discover undisclosed liabilities after closing, tax arrears being a common example, which is why tax indemnities are standard.[7] TRW's corporate transaction due diligence team runs this exercise for buyers, sellers and lenders.

The share purchase agreement and deal protection

The share purchase agreement is the risk allocation document. In Bangladesh its main clauses are the price and payment mechanics, interim adjustment, holdback and escrow, conditions precedent and subsequent, closing actions, post-closing obligations, representations, warranties and covenants, indemnities, particularly for tax, governing law and dispute resolution, non-compete restrictions, and costs.[7] No conditions are mandated by regulation for unlisted targets; the parties write their own.[7]

Conditions precedent and the long-stop date

Conditions precedent usually include regulatory approvals, lender and counterparty consents, waivers of pre-emption rights, cure of diligence defects and the absence of a material adverse change. Broken-deal disputes are uncommon in Bangladesh because agreements generally terminate if conditions are not satisfied by completion or a long-stop date.[7] For a cross-border deal, the long-stop date must sit comfortably inside the 45-day window that runs from the MoU or Bangladesh Bank approval.[5]

Interim covenants between signing and closing

Once definitive agreements are signed, the seller typically undertakes that the company will act only in the ordinary course, will not deal in assets or contracts above an agreed threshold, will make no substantial change to its financial position, and will do nothing with a material adverse effect on the business.[7] Material adverse effect clauses allowing a party to walk away are widely used, as are clauses requiring the seller and target to support regulatory approvals.[7]

Escrow, break costs and insurance

Payment protection needs foreign exchange planning. An AD bank may credit a non-resident seller's sale proceeds to an escrow account only with Bangladesh Bank's prior permission.[5] Break fees are uncommon, and because "break cost" is not defined in the foreign exchange regulations it is difficult to make such arrangements work in cross-border deals.[7] Representation and warranty insurance is gaining ground in larger transactions, bought by the seller or shared.[7]

Payments to departing directors

Section 113 of the Companies Act deserves attention when sellers sit on the board. Where shares are transferred following an offer, including an offer to secure at least one-third of the voting power, a director who loses office may not receive compensation for loss of office from the company, the buyer or anyone else unless the amount is disclosed to the shareholders and approved at a meeting of the holders of the shares concerned; a payment received without that approval is held on trust for the selling shareholders.[1] Consultancy and non-compete payments to selling directors should be structured with this rule in view.

Governing law and disputes

Arbitration clauses are very common in deal documents, and parties usually take disputes to their chosen arbitral forum rather than to court.[7] For disputes that do reach court, the Commercial Courts Ordinance 2026 listed shareholder agreements and joint venture agreements among commercial disputes; it has since been repealed and replaced by the Commercial Courts Act 2026 (Act No. 23 of 2026).[14] Our guide to arbitration law in Bangladesh covers clause drafting.

Regulatory approvals in the acquisition process Bangladesh deals require

Few deals touch only one regulator. The cards below set out who acts and when; the subsections explain each layer.

Bangladesh Bank and the 2026 master circular

FEID Circular No. 01 of 8 March 2026 consolidates and replaces the earlier instructions on transfers of shares in unlisted private and public companies involving non-residents.[5] A resident may sell to a non-resident, and one non-resident to another, through an AD bank without Bangladesh Bank's prior approval, provided the transfer is at fair value; a valuation report is required where the deal value exceeds BDT 10 million, and below that the parties sign a joint statement justifying the price.[5] The resident seller submits the valuation report, the MoU and Form C for encashment of the inward remittance.[5]

When a non-resident sells to a resident, the AD bank may repatriate the proceeds without Bangladesh Bank's approval where the price does not exceed net asset value on the latest audited accounts, where the deal value does not exceed BDT 10 million, or where it does not exceed BDT 1 billion and is supported by an independent valuation; other cases need Bangladesh Bank's approval.[5] The bank should repatriate within five working days if it finds no discrepancy, and must forward approval cases within three working days.[5]

Valuation follows the circular's methods: net asset value, market multiples and discounted cash flow, weighted or used singly on justified grounds, prepared by a BSEC-licensed merchant banker or a chartered accountant listed with Bangladesh Bank or BSEC, independent of the target.[5] The transfer value must also be consistent with any share issue price in the previous year.[5] Our guides on share transfer in Bangladesh and capital repatriation cover the bank file in detail.

Competition Commission

Section 21 of the Competition Act 2012 prohibits a combination that causes or is likely to cause an adverse effect on competition. The Commission may approve a combination on application if it is satisfied there is no such effect, and regulations are to specify which combinations need approval.[8] Those regulations are not in force, so there are no filing thresholds or review deadlines, and the Commission operates reactively, on complaint or its own motion.[7] A draft Combination Regulations 2025 circulated for comment in late 2025, with commentators urging mandatory pre-merger notification and a two-phase review.[9]

The prohibition applies whether or not a filing regime exists. A deal between competitors, or one that gives the buyer a meaningful market share, should carry a written competition assessment and a decision on whether to apply voluntarily for approval. Our guide to competition law in Bangladesh sets out the enforcement picture.

BSEC rules for listed targets

A listed target brings in the BSEC (Substantial Acquisition of Shares and Takeovers) Rules 2018. Acquiring 10% or more of the voting shares is a substantial acquisition, and both the order that crosses 10% and any further acquisition after that level must be disclosed through the exchange.[7] There is no mandatory offer threshold under the 2018 rules.[7] In a negotiated deal, the public announcement must be made the day after a definitive agreement is signed with a sponsor or other shareholder, before any further shares are acquired, and it must state the purchaser, purpose, price, conditions and settlement terms.[7]

Two BSEC approvals often decide the timetable: any deal that would take the combined holding of sponsors and directors below 30%, and any acquisition of post-IPO locked-in shares.[7] Where those approvals are needed, a takeover can take twelve to twenty weeks from the definitive agreements.[7] On 23 May 2026 BSEC also published draft Corporate Restructuring Rules 2026 for comment.[6] Our securities law guide covers continuous disclosure.

Sector, investment and lender clearances

Private investment is permitted in all sectors except a short reserved list, but banks, insurance, power, oil and gas, telecoms, aviation, shipping and other controlled sectors need clearance from the line ministry or authority.[7] The investment or zone authority with jurisdiction over the target may need to clear the change in shareholding.[7] Since 23 August 2026 the national authority has been Invest Bangladesh, which merged BIDA, BEZA and the PPP Authority under the Invest Bangladesh Act 2026.[12] Lender bank clearances, discussed above, run in parallel.[7]

Tax and stamp duty on the acquisition

Tax falls mainly on the seller, but the buyer needs to address it in the share purchase agreement and manage it, because a transfer can be blocked until it is paid. Capital gains are taxed at 15%, and income from the transfer of shares in a Bangladeshi company is deemed to arise in Bangladesh.[11] PwC also records collection of tax at source, at 15%, on transfers of shares by residents, and where a gain arises to a non-resident, the authority effecting the transfer may not effect it until the tax on the gain has been paid.[10]

The foreign exchange rules add a funding requirement. A non-resident seller must pay its gains tax and stamp duty with money brought in from abroad through banking channels, and no part may be paid by the target company.[5] Sales of offshore holding companies are not outside the net: the Offshore Indirect Transfer Rules 2022, made after Warid's telecom assets were divested to Airtel, set out how tax is computed on an offshore indirect transfer of assets connected with Bangladesh.[7] [11]

Stamp duty and transfer costs

Stamp duty on a share purchase agreement is 0.2% of the consideration and on the share transfer instrument of an unlisted company 1.5%.[7] In an asset deal, registration fees and stamp duty on the transfer of real property have been reduced to 1% and 1.5% respectively, and a separate transfer tax applies that varies with the location of the land, building or apartment.[7] [11] The instrument of transfer must carry the proper stamp before the company can register it.[2] Our guide to corporate income tax in Bangladesh covers the target's own tax position.

Signing to closing: share transfer formalities under the Companies Act

Closing is where the acquisition process Bangladesh law prescribes becomes mechanical, and where small errors cause long delays. The sequence below is the one we follow for an unlisted share purchase.

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The instrument of transfer

Section 38(3) of the Companies Act makes it unlawful for a company to register a transfer unless a proper instrument of transfer, duly stamped and executed by both transferor and transferee, is delivered to the company with the share certificate. If the signed instrument is lost, the directors may register the transfer on the transferee's written application with the required stamp, on terms as to indemnity.[2] In practice, the instrument is the prescribed Form 117.[7]

RJSC filing and in-person confirmation

Section 38(3A), inserted by the Companies (Second Amendment) Act 2020, adds a verification step. After the list of directors, the annual capital statement, the instrument of transfer and a supporting affidavit are filed with the Registrar, the transferor must attend in person and re-sign to confirm the transfer.[2] A foreign or overseas transferor must have the instrument and affidavit certified by an authorised officer of the relevant embassy, and a transferor unable to attend for good reason may ask the Registrar to send a commission on payment of the prescribed fee.[2] Build this into the closing timetable, particularly where the seller lives abroad.

Registration, refusal and share certificates

The board then registers the transfer and enters the buyer in the register of members. If the company refuses to register, it must send notice of refusal to both parties within thirty days of the date the instrument was lodged, failing which the company and responsible officers face a daily fine.[2] The company must have certificates for transferred shares ready for delivery within ninety days of registering the transfer, unless the terms of issue provide otherwise.[1] A share certificate is prima facie evidence of title to the shares it describes.[1]

Changing the board

Most acquisitions replace some or all directors at closing. Section 115 requires the company to send the Registrar a return in the prescribed form, Form XII, of any change among its directors, managers or managing agents, or in their particulars, within fourteen days of the change.[3] [7] Resignations, appointments and consents to act should be signed at closing so that the return can be filed on time.

The closing agenda

A typical closing file for a share purchase includes the Form 117 with stamp duty paid, the share certificates, board resolutions approving the transfer and director changes, resignations and new appointments, waivers of pre-emption rights, lender and regulatory consents, evidence of payment and, for a cross-border deal, the MoU, valuation report or joint statement, and encashment certificate.[5] [7] Payment and transfer should be choreographed so that neither side is exposed: funds held by a bank or escrow agent, where permitted, against delivery of signed and stamped documents.

Post-closing filings with the RJSC and regulators

Completion does not end the acquisition process Bangladesh law sets. The public record has to match the new ownership, and several filings have their own deadlines.

• Form 117 and Form XII: confirm that the RJSC has recorded the transfer and that the director return was filed within fourteen days.[2] [3]
• Bangladesh Bank reporting: for transfers involving non-residents, the AD bank files a post-facto report with Bangladesh Bank within fourteen days of the transfer, attaching the Form 117 endorsed by the RJSC, an up-to-date Schedule X, the encashment certificate, the valuation report and the MoU.[5] The company must supply those documents promptly.
• Annual list and summary: the next Schedule X must show the transfer; section 36 requires the list of members and summary to be completed within twenty-one days of the annual general meeting and a copy filed with the Registrar.[1]
• Investment and sector records: update the investment or zone authority and any sector regulator whose clearance or records reflect the shareholding.[7]
• Bank mandates and registrations: change bank signatories, update tax and VAT registrations, trade licences and other permits that record directors or owners.

Acquiring the last minority shares

A buyer that needs 100% has a statutory route. Under section 230, if a scheme or contract to transfer shares to a transferee company is approved within 120 days of the offer by holders of three-fourths in value of the shares involved, the transferee may, within the following sixty days, give notice to dissenting shareholders that it wishes to acquire their shares. Unless a dissenter applies to the court within thirty days and the court orders otherwise, the transferee is entitled and bound to acquire the shares on the same terms.[4] Otherwise, drag-along or call options in a shareholders' agreement are the only way to compel a sale in an unlisted company.[7]

Asset acquisitions: how the process differs

An asset deal changes the acquisition process Bangladesh buyers run, because it swaps one transfer for many. The agreement lists the assets and liabilities that move, or sells the business as a going concern, and each item must then be transferred under its own rules.[7] A going-concern transfer of a whole undertaking may, like an amalgamation, require court approval.[7]

Land, contracts and licences

Land and buildings pass by registered deed, so title, mutation and encumbrance searches must be completed for every plot, and the registration fee, stamp duty and transfer tax budgeted.[7] [11] Contracts need counterparty consent unless freely assignable. Licences, permits and registrations are generally personal to the holder, so the buyer applies afresh and the timing of those applications often fixes the closing date.

Employees

In an itemised business transfer, employment does not move automatically; employee consent is required. It is usually implemented either by a joint letter from transferor and transferee setting out termination, re-employment and the treatment of severance benefits, or by each employee resigning and being engaged simultaneously by the buyer.[7] Employees commonly expect accrued benefits to be provided for before a change of control, and claims by employees for those benefits are among the most frequent M&A disputes.[7] Our guide to terminating employees in Bangladesh covers the benefit calculations.

Business acquisition checklist

The checklist below condenses the acquisition process Bangladesh deal teams should work through. It is a starting point, not a substitute for advice on the specific target.

• Before approach: structure (shares, subscription, assets or scheme); buyer's residence for FX purposes; controlled-sector and lender issues; listed-target rules.
• Term sheet: perimeter, price mechanism, conditions, protection package, exclusivity, confidentiality, timetable.
• Due diligence: RJSC filings against the register; FX history; CIB and tax clearance; lender consents; licences; land; employees; litigation; beneficial ownership.
• Valuation: eligible valuer, accepted method, accounts within six months of the MoU, consistency with recent issue prices.
• Documents: share purchase agreement, disclosure letter, tax indemnity, escrow where permitted, transitional arrangements.
• Approvals: AD bank or Bangladesh Bank; competition assessment; BSEC where listed; sector, investment authority and lender clearances.
• Closing: stamped Form 117, seller's RJSC confirmation, board registration, certificates, Form XII, payment.
• After closing: AD bank report within fourteen days, Schedule X, regulator updates, bank mandates, integration.

Mistakes to avoid in the acquisition process Bangladesh deals follow

• Signing the MoU too early: the 45-day completion window and the six-month accounts test both run from it.[5]
• Agreeing a price the bank cannot support: a price inconsistent with the circular's valuation methods, or with a share issue in the past year, will hold up the transfer or repatriation.[5]
• Paying the seller's tax from the target: the circular prohibits it for non-resident sellers.[5]
• Forgetting the seller's personal attendance: section 38(3A) requires it, with embassy attestation for a transferor abroad.[2]
• Ignoring pre-emption and lender consents: due diligence should find both, because either can stop registration at the last moment.[7]
• Assuming no competition issue: section 21 applies without filing thresholds.[8]
• Paying selling directors off the record: section 113 requires disclosure and shareholder approval.[1]
• Missing the Form XII deadline: director changes must be returned within fourteen days.[3]

What to watch in late 2026

Three developments could change the mechanics described here. First, the draft Companies (Third Amendment) Act 2026 would allow electronic registers of members and electronic share transfers, introduce a new section 34A requiring declarations where the registered shareholder is not the beneficial owner, with a fine of up to Tk 50,000, and require more detailed information about members and directors; it was still a draft in August 2026.[13] Second, final combination regulations would turn the Competition Act's prohibition into a notification regime with thresholds and deadlines.[9] Third, BSEC's draft Corporate Restructuring Rules 2026 may change how restructurings involving listed companies are approved.[6]

Until those changes take effect, the acquisition process Bangladesh buyers face rewards early planning: the right structure, a realistic valuation, clean records and a closing agenda that anticipates every filing. TRW acts for buyers, sellers and investors on Bangladeshi acquisitions through its corporate and commercial advisory practice, transaction due diligence team and capital markets practice, or you can contact TRW directly.

Frequently asked questions

What are the main steps to acquire a company in Bangladesh?

The acquisition process Bangladesh law sets has seven stages: choose the structure, sign an NDA and term sheet, carry out due diligence, negotiate the share purchase agreement, obtain the approvals that apply, complete the stamped transfer and RJSC formalities, and make the post-closing filings.[2] [7]

Is a letter of intent binding in Bangladesh?

Term sheets and letters of intent are typically non-binding, except for clauses the parties make binding, such as confidentiality, exclusivity and governing law.[7]

Does a share purchase need court approval?

No. A share purchase is completed by a stamped instrument of transfer, RJSC filings with the seller's in-person confirmation, and registration by the company. Court sanction is needed only for a scheme of amalgamation or arrangement.[1] [2]

Does a foreign buyer need Bangladesh Bank approval?

Usually not. Since 8 March 2026 a resident can sell unlisted shares to a non-resident through an AD bank without prior approval, if the price is at fair value; a valuation report is needed above BDT 10 million.[5]

How long does a cross-border share transfer take?

The transfer must be completed within 45 days of the dated MoU or of Bangladesh Bank's approval, whichever is later, and the AD bank should repatriate within five working days if it finds no discrepancy.[5]

Is merger control filing mandatory?

There are no filing thresholds in force, but section 21 of the Competition Act 2012 prohibits combinations that harm competition, and the Commission may approve a combination on application.[7] [8]

What stamp duty applies to a share acquisition?

Stamp duty is 0.2% of the consideration on the share purchase agreement and 1.5% on the transfer instrument for an unlisted company.[7]

What tax does the seller pay?

Capital gains are taxed at 15%. For a non-resident seller, the transfer is not effected until the tax is paid, and the tax must be funded from abroad, not by the target.[5] [10] [11]

What must be filed with the RJSC after closing?

The stamped Form 117 with the seller's confirmation, Form XII for director changes within fourteen days, and the updated Schedule X in the next annual return.[1] [3] [7]

When does a listed acquisition trigger BSEC disclosure?

Acquiring 10% or more of the voting shares is a substantial acquisition, and the crossing order and later acquisitions must be disclosed through the exchange. There is no mandatory offer threshold.[7]