A corporate law adviser helps the company take decisions lawfully and record them properly. That includes advising the board on its powers, preparing resolutions, managing share and director changes, keeping the RJSC record accurate, reviewing contracts and flagging regulatory approvals. A good adviser also anticipates problems: a missing filing that will delay a loan, a clause that will make a sale harder, or a policy that conflicts with local law. We work on individual matters or on a retained basis, depending on how often the company needs support and whether it has its own in-house team.

Start with the articles, which often restrict transfers through pre-emption rights or board approval, and any shareholder agreement. The parties then sign a share transfer instrument, pay the applicable stamp duty, obtain any required tax documents, and the board approves and registers the transfer, followed by the RJSC filing. Where the buyer or seller is foreign, payment must move through banking channels with the right documentation, and the investment authority may need to be informed. We manage the full process, including any valuation, tax or foreign exchange questions, so the transfer is recorded correctly.

Yes, but a company may only carry on the activities permitted by its memorandum of association. A new line of business often requires a special resolution of shareholders to alter the objects clause, followed by an RJSC filing and new or amended trade licences and sector licences. Some activities need regulatory approval before they start. Acting outside the objects can create problems with banks, regulators and contract enforcement. We review the memorandum, prepare the resolutions and filings, and identify the licences that the new activity will require before it begins, so the bank can be told in good time.

The subsidiary is a separate Bangladesh company and its directors owe duties under local law, even when the parent sets group policies. Common issues include delegation of authority, how group decisions are approved locally, intra-group agreements for services, loans and royalties, transfer pricing documentation, dividend repatriation, foreign exchange reporting and work permits for expatriate staff. We help align group procedures with Bangladesh requirements, prepare the local approvals and documents, and give the parent clear answers on what the subsidiary can and cannot do under local corporate law. Keep local board minutes showing directors considered group instructions independently.

First check the articles and any shareholder agreement for deadlock provisions, casting votes, reserved matters, buy-out mechanisms or dispute resolution clauses. If none exist, options include a negotiated buy-out, a restructuring, mediation, or, in serious cases, an application to the court for relief from oppression or mismanagement, or winding up on just and equitable grounds. Litigation is slow and damaging, so a negotiated solution is usually preferable. We advise on leverage, valuation and process, and work with our litigation team when proceedings cannot be avoided. Keep minutes of disputed meetings and related correspondence, as any mediator will ask for them.

Legal opinions are commonly required by foreign lenders, investors and counterparties in cross-border loans, guarantees, security packages, share subscriptions and major commercial contracts. They typically confirm that the Bangladesh company exists, has the corporate power to enter into the transaction, has properly authorised it and that the documents are enforceable, subject to stated qualifications. Some cover regulatory approvals and foreign exchange. We prepare these opinions after reviewing the constitutional documents and approvals, and we agree the form and qualifications early so that the opinion does not delay closing. Foreign counsel usually review drafts.

Several 2026 statutes change the background for companies. The Invest Bangladesh Act 2026 merged the main investment promotion and zone authorities into Invest Bangladesh, which affects registrations, approvals and work permits for many foreign-owned businesses. The Personal Data Protection Act 2026 introduces general data protection obligations. The Commercial Courts Act 2026 changes how commercial disputes are litigated, and the Finance Act 2026 adjusted withholding on interest paid to non-residents. We help clients identify which changes affect them and update documents, approvals and procedures as implementing rules emerge. Early review avoids rushed changes.

Yes. Many clients prefer a retained arrangement covering routine corporate law work, contract reviews, board support and quick questions, with larger matters scoped separately. A retainer gives predictable costs and means the lawyers advising you already understand your business, documents and people. We agree the scope, response times, reporting and fee structure in advance, and review the arrangement periodically so that it continues to fit the company's needs as it grows. For one-off matters we provide fixed or estimated fees wherever the scope can be defined clearly. Any change in scope is discussed with you before further work is done.