Charitable Foundation Governance and Fiduciary Disputes in Bangladesh
From our Dhaka office, we advise trustees, board members, founders, donors and beneficiaries on charitable foundation governance and fiduciary disputes in Bangladesh: rival boards, contested elections, trustee removal, misuse of restricted funds, donor conditions, waqf administration and NGO compliance questions.
- Confirm form and facts
- Stabilise the institution
- Resolve authority and conduct
- Reset the governance
Charitable foundation governance and disputes in Bangladesh
A charitable foundation in Bangladesh can hold schools, hospitals, mosques, scholarship funds, land and endowments worth far more than the people running it realise. When trustees disagree, a founder dies, a donor questions how money was spent or two groups each claim to be the lawful board, the institution's work and assets are quickly put at risk. TRW & Co advises trustees, directors, founders, donors, beneficiaries and connected organisations on contentious governance and fiduciary issues. This work forms part of our private client practice and draws on our litigation team for court proceedings and urgent relief.
The legal form of the entity shapes every dispute. A charitable foundation in Bangladesh may be a society registered under the Societies Registration Act 1860, a company limited by guarantee licensed as a not-for-profit under the Companies Act 1994, a trust created by a registered trust deed, a waqf supervised by the Waqf Administrator, or a body registered as a voluntary social welfare agency. Organisations receiving foreign donations deal with the NGO Affairs Bureau. Each form has different governing documents, decision rules, regulators and court routes, so the first task is always to confirm what the entity actually is.
Most charitable foundation disputes turn on a small number of questions. Who has authority to act, and was it validly conferred? What do the constitution, memorandum, trust deed or waqf deed actually say about purposes, membership, appointment and removal? Is a particular fund restricted by a donor condition or by the foundation's own resolutions? Were the decision-making records kept properly? We review the governing documents, minutes, registers, bank mandates and correspondence to answer these questions before any party takes a step that is difficult to reverse, such as changing signatories or registering new office-bearers.
Fiduciary duties sit at the centre of charitable foundation governance. Trustees, directors, members of governing bodies and mutawallis generally must act within the purposes of the institution, avoid conflicts of interest, use assets only for proper purposes and account for what they hold. Allegations of self-dealing, related-party contracts, diverted donations, unauthorised sales of endowed land or appointments made to secure control are common. We advise those raising concerns and those facing them, aiming for a resolution that protects the institution's purposes, its beneficiaries and the continuity of its work. Every charitable foundation benefits from early, candid advice.
Our approach is to stabilise the institution first and resolve the dispute second. That often means agreeing interim arrangements for bank accounts, payroll and services, preserving records, and setting a process for meetings or elections that both sides can accept. Mediation can work well where the parties share a commitment to the charitable purpose. Where it does not, we act in proceedings before the civil courts and the High Court Division with our dispute resolution colleagues. To discuss a charitable foundation matter in confidence, contact our Dhaka office.
Core workstreams
Four clear stages
- 01Confirm form and facts
- 02Stabilise the institution
- 03Resolve authority and conduct
- 04Reset the governance
Talk to a partner
Consultations in Dhaka or by video. Scope, team and fees are agreed in writing first.
Book →How we help foundations, trustees and donors
Board authority and rival boards
- Confirm form and facts
- Stabilise the institution
- Resolve authority and conduct
- Reset the governance
Elections, membership and appointments
- Confirm form and facts
- Stabilise the institution
- Resolve authority and conduct
- Reset the governance
Trustee conduct and removal
- Confirm form and facts
- Stabilise the institution
- Resolve authority and conduct
- Reset the governance
Restricted funds and donor conditions
- Confirm form and facts
- Stabilise the institution
- Resolve authority and conduct
- Reset the governance
Waqf and religious endowments
- Confirm form and facts
- Stabilise the institution
- Resolve authority and conduct
- Reset the governance
Regulators, banks and cross-border donors
- Confirm form and facts
- Stabilise the institution
- Resolve authority and conduct
- Reset the governance
Board authority and rival boards
When two groups each claim to control an institution, banks, regulators and counterparties often freeze. We analyse which board was validly constituted under the governing documents and registration records, advise on communications with banks, registrars and regulators, and seek interim arrangements or court orders so that salaries, services and essential payments can continue while authority is determined. Speed and an accurate record matter most at this stage of the dispute.
Elections, membership and appointments
Disputes frequently arise over voter lists, membership admissions, nomination procedures, quorum and the appointment of trustees or directors. We review the constitution and the record of each step, advise on whether a meeting or election can be challenged or defended, and act in urgent applications where an unlawful meeting or election would change control. We also help design fair election rules to prevent recurring disputes. These rules protect the charitable foundation's continuity.
Trustee conduct and removal
Where trustees, directors or a mutawalli are alleged to have breached their duties, we advise on obtaining information, demanding accounts, removing or replacing office-holders and recovering misapplied assets. We also defend office-holders facing allegations, helping them respond with records and demonstrate that decisions were made within their powers and for the institution's purposes. Early, accurate documentation often decides how these disputes end. Each charitable foundation office-holder deserves a fair process.
Restricted funds and donor conditions
Donations, endowments and grants often come with conditions about purpose, timing, naming or reporting. We advise donors and institutions on whether a fund is restricted, what the conditions require, whether a proposed use is permitted and what happens if a purpose can no longer be achieved. We also handle disputes over return of funds, misapplication of grants and the rights of donors who believe their gifts were misused. Clear grant terms prevent later disputes.
Waqf and religious endowments
Waqf properties and other religious endowments raise particular questions about the founder's intention, the mutawalli's powers and the role of the Waqf Administrator. We advise on disputes over the validity of a waqf, the appointment or removal of a mutawalli, leases and sales of waqf land, accounts and family claims to endowed property, coordinating where needed with related inheritance and land disputes involving the same family. Family history and documents usually matter.
Regulators, banks and cross-border donors
Governance disputes often draw in regulators such as the registration authority, the NGO Affairs Bureau or a sector regulator, and banks that hold the institution's accounts. We prepare accurate submissions, respond to inquiries and manage bank mandate issues. For foundations with foreign donors, overseas boards or diaspora founders, we work with counsel in the UK, US, UAE and elsewhere to coordinate legal positions. We also coordinate communications with donors.
Partner-led, on every matter.
Private Client & Employment matters at TRW are led by partners, supported by associates, with one responsible lawyer from first advice to final outcome.
Meet the firm →01Two groups both claim to be the board of our charitable foundation. What happens now?
The answer depends on the governing documents, the registration records and the history of meetings and appointments. Banks and regulators will usually look for evidence of who was validly appointed under the constitution, and they may decline to act on instructions from either side until the position is clear. The priority is to protect essential operations, preserve records and avoid unilateral steps such as changing bank signatories. We assess which group has the stronger claim, seek interim arrangements by agreement where possible and, if necessary, apply to court for urgent directions. Every charitable foundation should plan for this scenario.
02How do we challenge an election or general meeting of a registered society or foundation in Bangladesh?
Start by gathering the notice, voter or membership list, nomination papers, minutes and any correspondence about the meeting. Check them against the constitution or articles, focusing on notice periods, eligibility, quorum and voting procedure. If serious defects are found, the options include a formal objection, a negotiated rerun or proceedings seeking a declaration and an injunction. Timing is critical, because courts are more willing to intervene before new office-bearers take control. We advise on the strength of the challenge and the most proportionate route for the charitable foundation. Delay often weakens a strong case.
03Can a trustee of a charitable foundation be removed in Bangladesh?
Yes, but the route depends on the legal form of the entity. The trust deed, constitution or articles may provide a removal procedure, which should be followed carefully. Where the governing documents are silent or the procedure cannot work, the court may remove a trustee who has acted in breach of duty, become unfit or is in serious conflict with the institution's purposes. For waqf property, the Waqf Administrator's role must also be considered. Removal is usually sought together with protective steps such as accounts and restrictions on dealings with assets. Each charitable foundation is different, so documents come first.
04What can a donor do if a donation was not used for its stated purpose?
The donor's rights depend on how the gift was made. A written grant agreement, gift deed or endowment deed may set conditions, reporting duties and remedies such as repayment. Where the gift was unconditional, the donor's direct rights may be limited, but misuse can still be raised with the institution's governing body, its regulator or, in some cases, the court. We review the documents and correspondence, advise on the realistic remedies and help donors frame concerns in a way that protects the charitable foundation's beneficiaries while holding office-holders to account. Clear written grant terms help both sides.
05Our founder has died and family members want control of the foundation. Do they have rights?
Family members do not automatically inherit control of a charitable foundation. Assets that have been validly transferred to a foundation, trust or waqf generally belong to that entity for its purposes, not to the founder's estate. Control passes according to the governing documents, which may or may not give the family a role. Disputes often arise where the founder held assets personally or the documents are unclear. We review what was transferred, what remains in the estate and how succession to office was meant to work, and advise on a route that respects both legal rights and purposes.
06How should a charitable foundation handle allegations of financial misconduct by a trustee?
Take the allegation seriously and act proportionately. The governing body should restrict the person's access where appropriate, preserve financial records and appoint independent people, often lawyers and accountants, to review the facts. The accused trustee should be given a fair opportunity to respond. Depending on the findings, outcomes may include repayment, removal, regulatory reporting or proceedings. Careless handling can expose the foundation to further disputes, so we advise on a process that is fair, documented and consistent with the governing documents and the law. Prompt, fair handling protects the charitable foundation's reputation and donor confidence.
07Do governance disputes involving foreign-funded NGOs raise additional legal issues?
Yes. Organisations receiving foreign donations must comply with the requirements of the NGO Affairs Bureau, including approvals for projects and fund releases. A governance dispute can affect those approvals, bank arrangements and relationships with foreign donors, who may suspend funding until authority is clear. Foreign donors also have their own compliance obligations at home. We help charitable foundation boards and NGOs manage the regulatory consequences of a dispute, communicate accurately with donors and regulators, and restore stable governance quickly. Early engagement with the Bureau usually helps, and donors should receive consistent, accurate updates throughout.
08Is mediation suitable for charitable foundation governance disputes?
Often it is. Trustees, founders and members usually share a commitment to the institution's purpose, and a public court battle can damage donor confidence and the institution's reputation. Mediation allows the parties to agree interim management, a fair election process, revised governing documents or an orderly exit for one group. Agreements can be recorded in resolutions, amended documents or a court order. Where one side refuses to engage or assets are at immediate risk, court action may need to run alongside mediation, and we advise on how to combine the two.
From first call to resolution.
- 01
Confirm form and facts
We identify the entity's legal form, registration and regulators, review the governing documents, minutes, registers and bank mandates, and establish who holds which office and on what basis, before advising on any step. This record frames every later decision.
- 02
Stabilise the institution
Where operations or assets are at risk, we seek interim arrangements for bank accounts, payroll and services, preserve records and, if necessary, apply for urgent court orders so the charitable work can continue meanwhile. Beneficiaries should notice as little disruption as possible.
- 03
Resolve authority and conduct
We pursue negotiation, mediation or proceedings to settle who governs the institution and whether office-holders acted properly, seeking accounts, removal, recovery or confirmation of authority as the facts require. We keep the institution's purposes central throughout.
- 04
Reset the governance
Once the dispute is resolved, we help revise constitutions, trust deeds, election rules and conflict policies, update registrations and bank mandates, and set reporting practices that reduce the risk of future disputes. New office-holders receive a clear governance briefing.
“Demonstrates an extraordinary command over both domestic litigation and international arbitration.”
The Legal 500 Asia Pacific, Bangladesh: Dispute resolution, client feedback
Related reading.
Two Rival Boards, One Institution: Who Can Sign Contracts and Operate Bank Accounts?
Challenging an Association or Society Election in Bangladesh: Voter Lists, Nominations and Urgent Relief

Trust Registration in Bangladesh: a 2026 legal guide
Before the Grant Arrives: Legal Due Diligence for Foreign-Funded NGOs in Bangladesh
All insights →
What legal forms can a charitable foundation take in Bangladesh?
Who regulates charitable foundations in Bangladesh?
Can a bank freeze a foundation's account during a dispute?
What records should a charitable foundation keep to avoid governance disputes?
Are related-party transactions allowed for charitable foundation trustees?
Can donors sit on the board of the foundation they fund?
How long do charitable foundation governance disputes take to resolve?
Can TRW & Co advise overseas founders or donors of a Bangladeshi foundation?
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