A private company is governed mainly by the Companies Act 1994 and its own memorandum and articles of association, together with any shareholder agreement. These set the rules on appointing and removing directors, convening and conducting board and general meetings, keeping statutory registers and minutes, preparing audited accounts and making filings with the RJSC. Sector regulation, tax law and contracts with lenders and investors add further obligations. Many private companies rely on standard articles that do not match how they actually operate, so a careful review often pays for itself when finance, investment or a dispute arrives.

Directors must act within the powers given by the Companies Act and the articles, in good faith in the interests of the company, with reasonable care and diligence, and without allowing personal interests to conflict with their duty. They must disclose interests in contracts with the company, and certain transactions need board or shareholder approval. Some statutes, including tax, labour, environmental and financial laws, can make directors or officers personally liable for offences committed by the company. We advise directors on how to discharge these duties, and how to record their decisions so that they can be defended.

The Code issued by the Bangladesh Securities and Exchange Commission applies to companies listed on the stock exchanges in Bangladesh, and its requirements are relevant to companies preparing for an initial public offering. It covers board size and composition, independent directors, the roles of the chairperson, managing director, chief financial officer, company secretary and head of internal audit, board committees, and reporting on compliance. Unlisted companies are not bound by it, but many adopt parts of it voluntarily as a benchmark of good corporate governance expected by investors and lenders. We advise on gap analysis.

Transactions between a company and its directors, shareholders or their connected businesses carry an obvious risk of abuse and are a frequent source of disputes. The Companies Act requires disclosure of directors' interests, and the articles, shareholder agreements and, for listed companies, securities rules may require specific approvals and disclosures. Pricing should be supported by evidence that it is on arm's length terms, which also matters for transfer pricing and tax. We help companies adopt a related-party policy, prepare the approvals for individual transactions and document the commercial rationale clearly. Shareholders should receive clear information.

Late or missing filings can lead to fines for the company and its officers and can create practical problems when the company needs a bank loan, a licence renewal, a share transfer or a change of directors, because counterparties check the RJSC record. In serious cases, a long-dormant company may face action by the Registrar. The usual solution is to prepare the missing documents, hold or ratify the necessary meetings and file them with any additional fees. We regularise filing histories as part of a corporate governance review and put a calendar in place so the problem does not return.

Shareholders exercise control mainly through general meetings, where they appoint and remove directors, approve accounts and vote on key matters. The Companies Act gives members rights to inspect certain records, to requisition meetings and, in cases of oppression or mismanagement, to seek remedies from the court. Shareholder agreements often add information rights, reserved matters and board seats. We advise investors and minority shareholders on using these rights effectively, and advise boards on responding to shareholder requests in a way that reduces the risk of litigation. Early, constructive engagement often resolves disagreements before they reach court.

For many companies the answer is yes, even where no statute requires one. Lenders, foreign investors, development finance institutions and international buyers frequently require evidence of anti-bribery and whistleblowing controls, and a well-run programme is strong evidence that the board has taken compliance seriously if misconduct later comes to light. Bangladesh has anti-corruption and money laundering laws with serious consequences. We design proportionate programmes, including reporting channels, investigation procedures and protection for those who raise concerns in good faith. Programmes should be reviewed regularly, tested in practice and reported to the board at least annually.

Yes. Where allegations involve senior management, financial irregularities or regulatory breaches, a board may need an investigation that is independent of the people under scrutiny. We can be instructed by the board or a committee, agree terms of reference, collect and review documents, interview witnesses and report on our findings and recommendations. We work with forensic accountants and technical experts where needed. Throughout, we consider employment law, data protection, confidentiality and the possibility of later litigation, so that the investigation stands up and supports sound corporate governance decisions. Findings are reported in writing.