Charitable Foundation Governance and Fiduciary Disputes in Bangladesh

by Barrister Tahmidur Rahman | Oct 15, 2026

Private Client & EmploymentBoards, trustees and restricted assets8 min read

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.

Overview

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.

01 · What we handle

Core workstreams

  • Board authority and rival boards
  • Elections, membership and appointments
  • Trustee conduct and removal
  • Restricted funds and donor conditions
02 · How it runs

Four clear stages

  1. 01Confirm form and facts
  2. 02Stabilise the institution
  3. 03Resolve authority and conduct
  4. 04Reset the governance
03 · Start here

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Consultations in Dhaka or by video. Scope, team and fees are agreed in writing first.

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How we help

How we help foundations, trustees and donors

Workstream 01Private Client & Employment

Board authority and rival boards

  • Confirm form and facts
  • Stabilise the institution
  • Resolve authority and conduct
  • Reset the governance
Workstream 02Private Client & Employment

Elections, membership and appointments

  • Confirm form and facts
  • Stabilise the institution
  • Resolve authority and conduct
  • Reset the governance
Workstream 03Private Client & Employment

Trustee conduct and removal

  • Confirm form and facts
  • Stabilise the institution
  • Resolve authority and conduct
  • Reset the governance
Workstream 04Private Client & Employment

Restricted funds and donor conditions

  • Confirm form and facts
  • Stabilise the institution
  • Resolve authority and conduct
  • Reset the governance
Workstream 05Private Client & Employment

Waqf and religious endowments

  • Confirm form and facts
  • Stabilise the institution
  • Resolve authority and conduct
  • Reset the governance
Workstream 06Private Client & Employment

Regulators, banks and cross-border donors

  • Confirm form and facts
  • Stabilise the institution
  • Resolve authority and conduct
  • Reset the governance
01

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.

02

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.

03

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.

04

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.

05

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.

06

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.

RecognitionThe Legal 500Asia Pacific ranks Tahmidur Remura Wahid (TRW) Law Firm for dispute resolution in Bangladesh.
Cross-border reach6 jurisdictionsMatters coordinated with counsel in the UK, US, UAE, China, India and Singapore.
Bar and admissionsDhaka and LondonBarristers and advocates in Bangladesh, with a solicitor of England and Wales (non-practising).
HeadquartersDhakaHouse 410, Road 29, Mohakhali DOHS. Consultations in person or by video.
Who leads this work

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.

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01

Two 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.

02

How 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.

03

Can 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.

04

What 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.

05

Our 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.

06

How 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.

07

Do 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.

08

Is 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.

How a matter runs

From first call to resolution.

  1. 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.

  2. 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.

  3. 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.

  4. 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

FAQ

Questions, answered.

Still unsure? Email info@trw.co with a short outline of the matter.

What legal forms can a charitable foundation take in Bangladesh?
Common forms include a society registered under the Societies Registration Act 1860, a not-for-profit company limited by guarantee under the Companies Act 1994, a trust created by a registered trust deed, a waqf, and a voluntary social welfare agency. Each has different governing documents, regulators and dispute routes, so identifying the correct form is always the first step in any charitable foundation dispute. We confirm the form from registration records rather than assumptions. Some bodies combine features of a trust and a company, so every governing document must be read together.
Who regulates charitable foundations in Bangladesh?
It depends on the form and activities. Registered societies and not-for-profit companies deal with the registration authority for those entities, waqfs with the Waqf Administrator, and welfare agencies with the social services authorities. Bodies receiving foreign donations deal with the NGO Affairs Bureau, and microfinance institutions with their own regulator. Sector regulators for education or health may also be involved, depending on the institution's work. Mapping each regulator early avoids conflicting submissions during a dispute.
Can a bank freeze a foundation's account during a dispute?
Banks often decline to act on instructions when they receive conflicting claims about who controls an account, effectively freezing it until the position is clear. They may ask for board resolutions, registration records or a court order. A charitable foundation in this position should present clear evidence of authority quickly and, where necessary, seek interim arrangements or directions from the court to protect essential payments. Banks generally respond best to clear documents. They may also request legal opinions.
What records should a charitable foundation keep to avoid governance disputes?
Keep up-to-date governing documents, a register of members and office-holders, notices and minutes of every meeting, records of elections, conflict-of-interest declarations, donor agreements and restricted-fund records, audited accounts and regulatory filings. Clear and consistent records make authority easy to prove and greatly reduce the scope for rival claims when relationships between trustees, founders and members break down. A charitable foundation should review its records at least annually, preferably before each general meeting and election.
Are related-party transactions allowed for charitable foundation trustees?
Transactions between a foundation and its trustees, directors or their relatives are not always prohibited, but they carry a high risk of conflict. The governing documents, applicable law and regulator expectations should be checked, the interest should be declared, the conflicted person should not take part in the decision, and the terms should be fair and documented. Undisclosed related-party dealings often lead to serious disputes. Recording that conflicted members stepped aside and an independent person approved the dealing gives protection if it is later questioned. We can review proposed transactions before they proceed.
Can donors sit on the board of the foundation they fund?
Often they can, if the governing documents allow it, but the donor must then act in the institution's interests rather than their own, and must manage conflicts carefully. Donor influence can also be exercised through grant conditions and reporting rights. We advise donors and boards on arrangements that respect the donor's wishes without compromising the foundation's independence or its legal obligations. Written terms setting out the donor's role help prevent misunderstandings. Donor seats should be reviewed when circumstances change.
How long do charitable foundation governance disputes take to resolve?
It varies widely. A dispute about one meeting may be resolved within weeks through agreement or an urgent court order, while contested control of a large institution with land and multiple branches can take much longer. Early interim arrangements, good records and a willingness to mediate usually shorten the process and reduce cost and damage to the institution's work. A charitable foundation that acts early usually limits the damage. Agreeing who may sign, spend and instruct advisers while the dispute continues keeps the foundation operating and its assets safe.
Can TRW & Co advise overseas founders or donors of a Bangladeshi foundation?
Yes. We advise diaspora founders, foreign donors, international NGOs and overseas boards on governance and fiduciary disputes involving Bangladeshi charitable institutions. We can act through properly executed powers of attorney, coordinate with counsel abroad on parallel issues and keep clients informed so that they can take decisions from wherever they are based. Remote clients can usually give evidence by affidavit, and we arrange secure document exchange throughout the matter. Meetings can be arranged outside Dhaka office hours, and signed documents can be exchanged electronically before originals follow.

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