The companies involved prepare a scheme setting out how the undertaking, assets, liabilities and shareholdings will be combined. The board approves it and an application is made to the High Court Division, which typically directs meetings of shareholders and creditors to consider the scheme. If the required majorities approve, the court considers whether to sanction it, taking account of any objections and regulatory views. Once sanctioned and filed, the scheme takes effect according to its terms. The process gives a single, binding transfer of the undertaking, but the timetable depends on the court list and the complexity of the scheme.

A share transfer is usually simpler and keeps the company's licences, contracts and employees in place, because only the owner changes. However, all liabilities stay with the company, and it cannot separate one business from another within the same entity. An asset or business transfer allows a clean separation of chosen assets and contracts, but it requires consents, new licences, employee transfers, stamp duty and registration for land, and may have different tax consequences. We compare both routes against the objective, cost, timing and risk, and often recommend a combination, such as a hive-down followed by a share sale.

Tax can arise on gains from transferring shares or assets, on VAT for certain supplies of goods and services, and as stamp duty and registration fees on transfer documents, particularly for land. The Income Tax Act 2023 governs income tax, and specific rules may apply to amalgamations, losses and incentives that a company enjoys. Withholding obligations can apply to payments between group companies. Tax treatment depends heavily on the structure and the facts, so we work closely with tax advisers to model the options and document the commercial rationale for each step.

Employees are engaged by a particular company, so moving a business to another entity requires attention to their contracts and statutory rights. The Bangladesh Labour Act 2006 protects workers' service and benefits, and terminating and rehiring without care can trigger termination benefits and disputes. The usual approach is to agree transfers with employees on terms that preserve service and benefits, with clear communication. Senior staff contracts may need separate negotiation. We plan the employment workstream with HR, prepare documents and help manage questions from employees and any trade union or participation committee involved. Employees deserve early, clear explanations.

The Competition Act 2012 gives the Bangladesh Competition Commission power over combinations, including mergers and acquisitions that meet the applicable criteria. Purely internal reorganisations within a group under common control may raise different considerations from a merger between independent businesses, but the position should be checked against the current rules and thresholds rather than assumed. Where a carve-out leads to a sale to a third party, the buyer's merger control position also needs review. We assess whether a filing is needed and prepare it where required, coordinating with foreign merger control filings in multinational transactions.

A transitional services agreement, or TSA, is a contract under which the seller or remaining group continues to provide services, such as IT, payroll, finance, warehousing or premises, to the separated business for a limited period after completion. It allows the deal to close before every system and contract has been replaced. A good TSA defines services, service levels, charges, duration, data handling, exit support and dispute resolution. In Bangladesh, VAT and withholding on service charges, and data protection under the Personal Data Protection Act 2026, also need to be addressed in the drafting.

Most loan and security documents prohibit mergers, disposals of material assets, changes of ownership or new group structures without lender consent, and breach can trigger default. Mortgages and charges over transferred assets must be released, transferred or replaced. Banks may also want new guarantees from the restructured group. We review finance documents early, identify the consents and security changes required, and negotiate with lenders so that consent conditions are realistic. Engaging lenders early, with a clear explanation of the commercial rationale, usually leads to a smoother process and fewer last-minute conditions.

It depends on the route. Intra-group share transfers can be completed relatively quickly once approvals and documents are ready. Asset transfers involving land, licences and many contracts take longer because of registrations, consents and new applications. Court-sanctioned schemes involve court hearings and meetings and usually take the longest, with timing influenced by the court's list and any objections. Regulatory approvals add further time. We prepare a step plan identifying the critical path, the approvals needed and the realistic range for each stage, and update it as the project moves forward.