Due Diligence in Bangladesh M&A: Legal Checklist for Buyers

M&A due diligence Bangladesh: what buyers must check in 2026

M&A due diligence Bangladesh buyers commission is the one stage of a deal where the target's paperwork, not its pitch deck, does the talking. A share purchase transfers the company with its entire history: every unfiled return at the Registrar of Joint Stock Companies and Firms (RJSC), every unregistered charge, every plot whose mutation never followed the sale deed, every unpaid contribution to the workers' participation fund and every share once issued to a foreigner without the right bank paperwork. None of it disappears at closing. It simply becomes the buyer's problem.

This guide is a working checklist for legal due diligence on a Bangladeshi target. It explains how the review differs between share acquisitions, asset purchases and court-sanctioned mergers, sets out the transactional steps, and then works through each legal workstream: corporate records at the RJSC, title to land, licences, tax, labour, environmental clearance, litigation, banking and the Credit Information Bureau, foreign exchange compliance and related-party dealings. It closes with a red-flag table and a document request list you can adapt for your own data room.

Summary: Legal due diligence on a Bangladeshi company tests whether what the seller says matches what the public record, the regulators and the company's own books show. The highest-risk gaps are usually RJSC filings that do not match the share register, unregistered charges, defective land title and mutation, unpaid tax and VAT, workers' participation fund arrears, missing environmental clearance and share issues to non-residents that were never reported to Bangladesh Bank. Each finding should end up as a condition, an indemnity, a price adjustment or a reason to walk away.

Key point: A charge that is not filed with the RJSC within 21 days of its creation is void against the liquidator and creditors, though the debt itself survives and becomes immediately repayable. Before a non-resident can repatriate sale proceeds, the authorised dealer bank must be satisfied that every earlier share issue and transfer involving non-residents complied with Bangladesh Bank rules. Both points turn on records that only diligence will find.

At a glance

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Table of Contents

What M&A due diligence Bangladesh deals require, and why it differs

Due diligence is the buyer's structured investigation of the target before it commits. In most transactions buyers appoint separate legal, business and financial teams, and the legal review 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.[4] That list is universal. What makes M&A due diligence Bangladesh-specific is the gap that so often opens between the public record and the company's own books.

Many private companies in Bangladesh grew as family or sponsor-led businesses. Shares were allotted without filing, transfers were agreed but never registered, land was bought in a director's name and used by the company, and sister concerns guaranteed each other's bank loans. None of that is unusual, and much of it can be cured. The purpose of diligence is to find it before signing, price it and decide who fixes it.

This article focuses on the diligence itself. The wider deal sequence, from letter of intent to share purchase agreement and closing, is covered in our guide to the acquisition process in Bangladesh, and the court-sanctioned route is explained in our analysis of the merger procedure in Bangladesh.

Due diligence in share acquisitions, asset purchases and mergers

The structure of the deal decides the depth of the review.

In a share acquisition the buyer steps into the shoes of the existing shareholders and inherits every liability of the company, known or unknown, so the review must be exhaustive. In an asset purchase the buyer chooses what it takes, so the focus shifts to title to the specific assets, the transferability of licences and contracts, and whether employees and liabilities follow the business.

A merger or amalgamation under sections 228 and 229 of the Companies Act 1994 vests the transferor's undertaking in the transferee by court order, so the diligence looks very like a share deal but adds scrutiny of creditor and shareholder positions that the High Court Division will examine.[1]

In practice, M&A due diligence Bangladesh acquirers carry out on a merger also has to be mutual: each company's shareholders become exposed to the other's liabilities, so a reverse review of the acquirer is common where the consideration is paid in shares.

Buy-side, vendor and lender diligence

Buy-side diligence is run by the purchaser's advisers. Vendor due diligence is commissioned by the seller before a sale process, usually to speed up an auction and to find and cure defects before bidders do. Lenders financing an acquisition run their own confirmatory review focused on security, title and enforceability.

Transactional due diligence steps from NDA to report

Transactional due diligence follows a predictable sequence. The order below reflects how we run legal reviews on Bangladeshi targets for strategic buyers, private equity funds and lenders.

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Two disciplines make the process work. First, set a materiality threshold at the outset so that the report concentrates on issues that affect price, structure or the decision to proceed. Second, verify rather than accept: a scanned copy in the data room proves that a document exists, while a certified copy obtained from the RJSC, a sub-registry or a regulator proves what the official record says.

Red-flag report or full report?

Most buyers now ask for a red-flag report as the core M&A due diligence Bangladesh deliverable: a short, exception-based document listing only material issues, each with its legal basis, its likely consequence and a recommended deal protection. A full descriptive report remains useful for lenders, for regulated targets and where the buyer will need to integrate the business closely after completion. The two can be combined, with a red-flag executive summary on top of a full annexed review.

Corporate records at the RJSC

The first workstream in any M&A due diligence Bangladesh review is the corporate chain: who owns the shares, how they came to own them and who controls the company. The source documents sit in two places, the company's statutory registers and the RJSC's files, and the review is essentially a reconciliation between the two.

Constitution and incorporation

Obtain the certificate of incorporation, the memorandum and articles of association with every amendment, and any certificate of commencement of business for a public company. Read the articles closely for pre-emption rights, transfer restrictions, board composition rights and reserved matters. A private company may require a selling shareholder to offer shares first to existing shareholders on identical terms, so a buyer of less than 100 per cent must check whether those rights have been waived.[4]

Share capital in M&A due diligence Bangladesh reviews: Form XV, Form 117 and Schedule X

For a non-listed company, each new allotment of shares is recorded by filing Form XV, each change of shareholder by filing Form 117 and each change of director by filing Form XII with the relevant consents.[4]

Separately, section 36 of the Companies Act 1994 requires every company with share capital to prepare an annual list of members and summary in the form of Schedule X and file it with the Registrar within 21 days after the first or only annual general meeting of the year. The return must show every current member's holding and the dates on which transfers were registered since the last return, and a company in breach faces a fine of up to Tk 200 for each day of default.[2]

The test is simple: start from the subscribers to the memorandum and walk forward through every Form XV, every Form 117 and every Schedule X until the current position. Each step should match the register of members kept under section 34, the share certificates, the board minutes approving allotments and transfers, and the stamped instruments of transfer.[1] Where the chain breaks, the seller must cure the gap before completion. Our guide to share transfer in Bangladesh explains the transfer formalities.

Directors, officers and minutes

Compare the register of directors kept under section 115 with the latest Form XII and Schedule X filings.[1] Check that board meetings were properly convened and quorate for every material decision, that annual general meetings were held and audited accounts adopted, and that the auditor was validly appointed. Missing minutes are common in owner-managed companies; their absence weakens the evidence that borrowings, guarantees and land purchases were authorised.

Charges registered at the RJSC

Section 159 requires particulars of a charge, with the instrument or a certified copy, to be filed with the Registrar within 21 days of its creation. The requirement covers charges securing debentures, charges on uncalled share capital, charges on immovable property, charges on book debts, charges on movable property other than stock-in-trade and floating charges. An unregistered charge is void against the liquidator and creditors, although the debt remains payable and becomes immediately repayable.[3]

The RJSC charge file and the company's own register of charges under section 163 should be checked against every facility agreement the target discloses.[1] A charge that appears on the RJSC file but whose loan has been repaid needs a satisfaction filing before completion.

Beneficial ownership

Under the Bangladesh Financial Intelligence Unit's guidelines, an individual who is the beneficial owner of 20 per cent or more of the shares, or who controls a business in Bangladesh, must declare that status.[4] Diligence should identify every individual behind corporate or nominee shareholders. This is becoming more important: a proposed third amendment to the Companies Act published for discussion in August 2026 would add a new section 34A requiring a declaration where a registered shareholder is not the actual beneficial owner, with a fine of up to Tk 50,000 for failure to file.[13]

Title to land and premises

Across M&A due diligence Bangladesh files, land is often the target's most valuable asset and its most fragile. A factory, warehouse or office may sit on land that the company bought, land it leases from a sponsor or a third party, or land held in a director's personal name. Each needs a different review.

For owned land, the buyer's lawyers trace title back through the registered chain of deeds, usually for at least 25 years and often to the last cadastral survey. Section 17 of the Registration Act 1908 makes registration compulsory for non-testamentary instruments that create, declare, assign, limit or extinguish any right, title or interest in immovable property, for mortgages under section 59 of the Transfer of Property Act 1882 and for leases of more than one year.[6] An unregistered sale document or lease of that kind will not carry title.

The registered chain must then be matched against the record of rights: the khatian from each successive survey (CS, SA, RS and, where available, BS or city survey), the mutation record showing that the company's name has been entered following its purchase, and current land development tax receipts. Searches at the sub-registry office for encumbrances, at the AC Land office for mutation and at the relevant courts for title suits complete the picture. Our detailed guide to land ownership verification in Bangladesh sets out each search, and our guide to land mutation covers the namjari process.

What usually goes wrong

• Land in the wrong name: property used by the company but owned by a sponsor, director or sister concern. The fix is a registered transfer or a long registered lease before completion.
• Mutation never completed: the deed is registered but the khatian still shows the previous owner, which complicates mortgages and invites competing claims.
• Unregistered leases: factory premises held on a stamped but unregistered agreement for several years, leaving occupation rights uncertain.
• Khas, vested or acquired land: part of a plot recorded as government land or subject to acquisition proceedings.
• Undischarged mortgages: registered mortgages in favour of banks that were repaid but never formally released.

Licences, permits and regulatory approvals

A Bangladeshi operating company typically holds a stack of licences issued by different authorities, each with its own renewal cycle and conditions. The licence review answers three questions. Does the company hold every licence its business needs? Is each one current and in the company's own name? Will any of them lapse, require consent or need amendment because of the change of ownership?

For M&A due diligence Bangladesh operating targets, the usual baseline includes the trade licence issued by the city corporation or local authority, the TIN and BIN registrations, the import and export registration certificates where the company trades across borders, the factory licence issued by the Department of Inspection for Factories and Establishments (DIFE), the fire licence and the environmental clearance certificate. Our guides to trade licence compliance, the factory licence and the fire licence explain each requirement.

On top of that sit sector licences: banking and finance company licences from Bangladesh Bank, telecoms licences from the BTRC, power and energy licences, drug manufacturing licences, and registrations with the investment or economic zone authority with jurisdiction over the target.

Change-of-control triggers

Sector regulators frequently require prior approval or notification on a change of shareholding or directors, and some licences are personal to the holder and cannot be transferred in an asset deal. Bangladesh Bank, for example, imposes clearance requirements from lender banks for a change in the board or shareholding.[4] Competition law adds a further layer: section 21 of the Competition Act 2012 prohibits combinations that adversely affect competition, though the Competition Commission has not yet set thresholds for mandatory approval.[4] Our guide to competition law in Bangladesh covers the combination rules.

Tax: NBR registrations, assessments and VAT

Tax is where acquirers most often discover undisclosed liabilities after closing, which is why tax indemnities are a standard feature of Bangladeshi share purchase agreements.[4] The tax workstream of M&A due diligence Bangladesh buyers run should cover income tax under the Income Tax Act 2023, VAT and supplementary duty under the VAT and Supplementary Duty Act 2012, customs, and the withholding obligations that turn every company into a tax collector.

Income tax

Confirm the company's TIN, collect returns, assessment orders and acknowledgement slips for at least the last five income years, and list every open year: those under audit, under assessment, under appeal before the Commissioner (Appeals) or the Taxes Appellate Tribunal, or pending in the High Court Division on reference. For each disputed year, record the demand, the amount paid under protest and the realistic exposure. Review withholding compliance on salaries, contractor and supplier payments, rent, interest and payments to non-residents, because failures convert into the company's own liability. Our guide to withholding tax in Bangladesh lists the main heads.

VAT and BIN

The standard VAT rate is 15 per cent for most goods and services. Registration and a 13-digit business identification number (BIN) are required once turnover exceeds BDT 5 million, and a BIN is also needed to open bank accounts and renew trade licences; businesses with turnover between BDT 3 million and BDT 5 million pay turnover tax at 4 per cent instead.[11] Diligence should confirm the BIN is current and in the right category, that monthly returns have been filed, that VAT deducted at source has been deposited and that input credit claims are supported by valid invoices. Our guide to VAT return filing explains the return cycle.

Transfer pricing and related-party flows

Bangladesh's transfer pricing rules apply to international transactions between associated enterprises, which must be priced at arm's length. Every taxpayer with an international transaction must file a statement of those transactions with its return, and those whose aggregate international transactions exceed BDT 30 million must keep supporting documentation and obtain an independent accountant's report.[12] For a subsidiary of a foreign group that buys raw materials, pays royalties or receives management services from affiliates, missing documentation is both a tax exposure and an early warning of profit-shifting the buyer may inherit.

Labour and employment

In the M&A due diligence Bangladesh manufacturers undergo, labour is usually the largest contingent liability, and the area where cultural and legal compliance most often diverge. The review starts with a headcount analysis that separates workers covered by the Bangladesh Labour Act 2006 from managerial and administrative staff, permanent from temporary and contract workers, and Bangladeshi employees from expatriates.

Service rules

Under section 3 of the Labour Act an establishment may adopt its own service rules, but they cannot be less favourable to workers than the Act. The owner must submit them to the Chief Inspector, who must issue an order within 120 days, and the rules cannot take effect without that approval.[7] A company operating on unapproved service rules has, in law, only the statutory minimum terms to rely on, which undermines disciplinary and termination decisions taken under its own rules.

Workers' participation fund

Chapter XV of the Labour Act requires companies within its scope to establish a Workers' Participation Fund and a Workers' Welfare Fund. Each year, no later than nine months after the end of the financial year, the owner must pay 5 per cent of the previous year's net profit, split 80:10:10 between the participation fund, the welfare fund and the Bangladesh Workers' Welfare Foundation Fund.[8] Unpaid WPPF contributions accumulate year on year and are among the most frequent findings in our reviews. Diligence should confirm the trustee board exists, that the funds were established, that contributions match audited profits and that distributions to eligible workers were made.

The 2025 and 2026 labour reforms

The Labour Law (Amendment) Ordinance 2025, promulgated in November 2025, was followed by a Bangladesh Labour (Amendment) Bill passed by Parliament in April 2026. As reported, the bill allows up to three trade unions in an establishment, with unions formable on the consent of 20 workers, requires establishments with at least 100 permanent workers to set up a provident fund (with an exemption where two-thirds of workers join the national pension scheme) and raises maternity leave from 112 to 120 days.[9] Buyers should test the target against the amended position, not the pre-2025 Act. Our guide to labour law compliance in Bangladesh covers the wider regime.

Other labour checks

• DIFE inspection reports, notices and any outstanding remediation.
• Trade union registrations, collective bargaining agents and settlements.
• Pending cases before the Labour Court and the Labour Appellate Tribunal.
• Accrued gratuity, provident fund balances, earned leave and service benefits on termination.
• Work permits and visas for every foreign national employed.
• Group insurance, safety committees and compliance with buyer audit codes in export sectors.

Environmental clearance

Industrial units in Bangladesh are classified under the Environment Conservation Rules 2023 (SRO No. 53), which repealed the 1997 rules, into Green, Yellow, Orange and Red categories according to their pollution potential. A new Yellow, Orange or Red unit needs a location clearance certificate as well as an environmental clearance certificate, while Green units and units inside export processing zones, economic zones and BSCIC industrial cities need only the environmental clearance certificate. Utilities cannot be connected to a new Yellow, Orange or Red unit without location clearance.[10]

The diligence questions are practical. Is the unit correctly categorised? Is the environmental clearance certificate current and in the company's name, and were its conditions met? Does the factory have a functioning effluent treatment plant where required? Has the Department of Environment issued notices, imposed compensation or begun enforcement? A target that has expanded capacity or added product lines since its last clearance may be operating outside its certificate. Our guide to environmental clearance from the Department of Environment explains the application route.

Litigation and enforcement searches

Bangladesh has no single, searchable register of civil, criminal and regulatory proceedings, so the litigation workstream of M&A due diligence Bangladesh buyers commission combines disclosure from the target with independent searches. Ask the target for a schedule of every pending and threatened proceeding, then verify it through cause lists and case-status searches in the Supreme Court, the district courts where the company and its principal assets are located, the Artha Rin Adalat, the Labour Court and the tax and VAT appellate forums.

Some categories deserve particular attention. Cheque dishonour cases under the Negotiable Instruments Act 1881 are frequently brought against directors personally as well as the company. Title suits and partition suits can cloud land that appears clean on the record. Writ petitions may challenge licences or regulatory orders. Arbitration under the Arbitration Act 2001 is private, so only disclosure and correspondence will reveal it. Commercial disputes now also have a dedicated forum: the Commercial Courts Act 2026 was passed in April 2026, and the Law Minister, Md Asaduzzaman, has said the government will revisit gaps in it concerning regulatory, tax, labour and criminal disputes.[14]

For each matter, record the forum, stage, amount claimed, interim orders and counsel's assessment. A pattern of disputes with one counterparty or regulator usually matters more than any single case.

Banking, CIB and security

Every facility agreement, sanction letter, guarantee and security document should be reviewed for the amount outstanding, the security granted, financial covenants, events of default and, above all, change-of-control and negative pledge clauses that the acquisition itself will trigger. Lender consents, and any Bangladesh Bank approval a regulated target needs, are frequently the longest items on the conditions precedent list.

The target's Credit Information Bureau report shows how its facilities are classified across the banking system. A Bangladesh Bank application on a share transfer involving a non-resident must itself include the target's CIB report and tax clearance certificate, so obtaining both early tests the target's standing.[5] A classified loan, a wilful defaulter designation or a guarantee given for a defaulting sister concern can restrict new borrowing and expose directors personally. Our guide to loan defaulter rules in Bangladesh explains the consequences and the routes out.

Cross-check the facility schedule against the RJSC charge file under section 159 and against mortgages registered at the sub-registry. Where the target has guaranteed loans to group companies, quantify the exposure and require release or replacement before completion.[3]

Foreign exchange compliance

For any target with foreign shareholders, foreign loans or foreign-currency receipts, foreign exchange history is a gating item rather than a background check. Bangladesh Bank's master circular on transfer of shares and repatriation of sale proceeds for unlisted companies, issued as FEID Circular No. 01 on 8 March 2026, requires the authorised dealer bank to satisfy itself, before repatriating sale proceeds, that the target complied with Chapter 9 of the Guidelines for Foreign Exchange Transactions on share issues (including bonus and rights shares) and on any earlier transfers to or from non-residents.[5]

Where an earlier issue or transfer was never reported, the application must include the incorporation documents, Schedule X, Form XII, Form XV and Form 117, and encashment certificates for shares issued against freely convertible currency. After a transfer, post-facto reporting is due within 14 days. The circular also requires audited financial statements no older than six months from the date of the memorandum of understanding, and requires non-residents to pay capital gains tax and stamp duty from funds brought in through the banking channel; the target company cannot bear them.[5]

In practice this means M&A due diligence Bangladesh investors carry out must trace every foreign-currency inflow into share capital to an encashment certificate, and every foreign loan to its approval and reporting. A defect from a decade ago can stall today's exit. Our guides to foreign exchange regulations in Bangladesh and capital repatriation cover the wider rules.

Related-party transactions and group arrangements

Bangladeshi business groups commonly operate through several companies owned by the same family, with shared premises, staff, brands, suppliers and bank lines. A buyer acquiring one company needs to know exactly which assets, contracts and people belong to it, and which belong to the rest of the group.

• Director loans and guarantees: the Companies Act restricts loans to directors and connected entities, and requires directors to disclose their interests in company contracts, with a register of such contracts kept by the company.[1] Check the register and the audited accounts for balances due to or from directors.
• Intercompany balances: receivables from sister concerns that will never be paid, and payables that the seller will expect the buyer to fund.
• Shared assets: brands registered in a sponsor's name, land leased from a director, vehicles and equipment on another group company's books.
• Cross-guarantees: corporate guarantees and mortgages given for group borrowings.
• Pricing: supply and service arrangements with affiliates that are not at arm's length and will change once the group connection ends, with transfer pricing exposure where an associated enterprise is outside Bangladesh.[12]

The deal documents should put these arrangements on arm's-length terms or require their settlement before completion.

Where the records sit

A recurring practical question is where each record can be verified independently. The main sources are these.

Red flags in M&A due diligence Bangladesh buyers should not ignore

Every target has findings. The question is which ones change the price or the structure, and which can be cured. The table below groups the issues we see most often by workstream, with the usual consequence and response. On a phone, scroll it sideways.

Turning findings into deal protection

Every material finding needs a destination in the transaction documents. A curable defect, such as a missing Form 117 or an unregistered lease, becomes a condition precedent. A quantified exposure, such as an assessed tax demand or WPPF arrears, becomes a price adjustment, a specific indemnity or an escrow. An uncertain risk is covered by warranties and the disclosure letter. Representation and warranty insurance is gaining ground in larger transactions as additional security.[4]

A fundamental problem, such as defective title to the main factory or an unreportable foreign shareholding, may justify restructuring the deal as an asset purchase or walking away. The acquisition process guide explains how these protections are built into the share purchase agreement.

M&A due diligence checklist: the document request list

The request list below is a starting point for a legal review of a Bangladeshi private company. Tailor it to the sector, the structure of the deal and the materiality threshold agreed with the client.

Corporate

• Certificate of incorporation, memorandum and articles with all amendments and special resolutions.
• Register of members, register of directors, register of charges and register of directors' interests.
• All Form XV, Form 117, Form XII and Schedule X filings, with RJSC acknowledgements.
• Board and general meeting minutes for the last five years; audited accounts for the same period.
• Shareholders' agreements, options, convertible instruments and beneficial ownership declarations.

Property

• Registered title deeds and the full chain of deeds for every owned plot.
• CS, SA, RS and BS or city survey khatians, mutation records and land development tax receipts.
• Registered leases, building plan approvals and occupancy certificates.

Licences and regulatory

• Trade licence, TIN certificate, BIN certificate, import and export registration certificates.
• Factory licence, fire licence, environmental and location clearance certificates.
• Sector licences, investment or zone registrations, and all regulatory correspondence and inspection reports.

Tax

• Income tax returns and assessment orders for five years; schedule of open years, appeals and demands.
• VAT returns, VAT deducted at source records and VAT audit or demand notices.
• Withholding tax returns, transfer pricing statements, documentation and accountant's reports.

Employment

• Headcount by category, standard contracts, approved service rules and the Chief Inspector's approval.
• WPPF trust deed, contribution records and distribution records; provident fund and gratuity schemes.
• Trade union records, settlements, DIFE reports, Labour Court cases and expatriate work permits.

Finance, litigation and contracts

• All facility agreements, sanction letters, security documents, guarantees and the latest CIB report.
• Foreign loan approvals, encashment certificates for foreign share capital and Bangladesh Bank reporting.
• Schedule of pending and threatened litigation, arbitration and regulatory proceedings.
• Material customer, supplier, distribution, licence and related-party contracts, with change-of-control clauses flagged.
• Insurance policies, claims history, intellectual property registrations and IT and data agreements.

What to watch in late 2026

Three developments will shape M&A due diligence Bangladesh practice over the coming months. First, the proposed third amendment to the Companies Act would introduce a statutory beneficial ownership declaration, allow electronic registers of members, share transfers and charges, and give the RJSC a direct role in combating money laundering and the power to impose fines.[13] If enacted, it should make RJSC searches more reliable, but it will also expose historic nominee arrangements. Second, the amended labour regime will change how buyers assess union exposure and provident fund obligations.[9] Third, the Commercial Courts Act 2026 and its promised amendments will affect how quickly contractual and post-closing warranty disputes can be resolved.[14]

Diligence is only as good as the questions asked and the records checked. TRW's corporate transaction and due diligence practice runs legal reviews for buyers, sellers and lenders on Bangladeshi targets. To scope a review, contact TRW.

Frequently asked questions

What does legal due diligence cover in a Bangladesh acquisition?

It typically covers share capital and governance, indebtedness, regulatory compliance and licences, material contracts, tax, intellectual property, employment, real estate, environment, IT and data, litigation and insurance, with Bangladesh-specific checks on RJSC filings, land title and foreign exchange history.[4]

How does due diligence differ between an acquisition and a merger?

A share acquisition transfers every liability of the target, so the review must be exhaustive. An asset purchase focuses on title and transferability of the assets taken. A court-sanctioned merger under sections 228 and 229 of the Companies Act 1994 resembles a share deal but also requires scrutiny of creditor and shareholder positions.[1]

Which RJSC forms should a buyer check?

Form XV for allotments, Form 117 for share transfers, Form XII for director changes and the annual Schedule X list of members, together with the charge file. Each should match the company's own registers.[2] [4]

What happens if a charge was not registered with the RJSC?

A charge not filed within 21 days of creation is void against the liquidator and creditors, although the secured debt remains payable and becomes immediately repayable.[3]

How is land title verified during M&A due diligence in Bangladesh?

By tracing the registered chain of deeds, matching it against the survey khatians, confirming mutation into the company's name and current land development tax receipts, and searching for encumbrances and litigation. Instruments transferring interests in immovable property must be registered.[6]

What is the workers' participation fund and why does it matter?

Companies within Chapter XV of the Labour Act 2006 must pay 5 per cent of net profit each year, within nine months of the year end, into the participation, welfare and foundation funds in an 80:10:10 split. Unpaid contributions accumulate and pass to the buyer in a share deal.[8]

Do company service rules need government approval?

Yes. Service rules under section 3 of the Labour Act 2006 must be submitted to the Chief Inspector and cannot take effect without approval. They cannot be less favourable to workers than the Act.[7]

Which environmental approvals should a manufacturing target hold?

An environmental clearance certificate under the Environment Conservation Rules 2023 and, for new Yellow, Orange and Red category units outside zones, a location clearance certificate as well.[10]

Why does foreign exchange history matter for a foreign seller?

Before repatriating sale proceeds, the authorised dealer bank must be satisfied that every earlier share issue and transfer involving non-residents complied with Bangladesh Bank rules. Unreported issues need encashment certificates and RJSC filings to regularise.[5]

How are due diligence findings dealt with in the deal documents?

Curable defects become conditions precedent, quantified exposures become price adjustments, specific indemnities or escrows, and general risks are covered by warranties and disclosure. Tax indemnities are standard, and warranty insurance is increasingly used in larger deals.[4]