Equity Capital Markets Lawyers in Bangladesh

by Barrister Tahmidur Rahman | Sep 10, 2026

Corporate & FinanceIPOs, listings and follow-on offers8 min read

Equity Capital Markets Lawyers in Bangladesh

Equity capital markets advice for companies preparing to list, listed issuers, sponsors, issue managers and investors in Bangladesh and abroad: we handle IPO readiness and structuring, prospectus and BSEC approvals, rights issues and placements, takeovers and the governance and disclosure obligations that follow listing.

Overview

Our equity capital markets practice in Bangladesh

Listing on the Dhaka Stock Exchange or the Chittagong Stock Exchange gives a company access to public capital, a market price for its shares and liquidity for founders and early investors. It also brings lasting obligations on disclosure, governance and conduct. Our equity capital markets practice advises companies, sponsors, issue managers, underwriters and investors on initial public offerings, qualified investor offers on the SME platform, rights issues, private placements by listed companies, block trades, takeovers and delisting. The work forms part of our corporate and finance practice in Bangladesh. Our lawyers work in the equity capital markets regularly.

The Bangladesh Securities and Exchange Commission regulates public offers, listed company disclosure, corporate governance and market conduct, and the two exchanges apply their own listing regulations. BSEC's public issue rules set the eligibility criteria, the fixed price and book building methods, valuation and pricing requirements, prospectus content, lock-in periods for sponsors and the responsibilities of issue managers, auditors and valuers. The rules have been revised several times and further reform is signalled, so a company planning to list should confirm current eligibility, pricing and lock-in requirements early rather than rely on an earlier issuer's experience or an outdated template.

Most of the work in an IPO happens before the application is filed. A company usually needs to convert to a public limited company, tidy up its share capital and shareholder records, regularise any past foreign investment or loans, resolve title and licence issues, put a compliant board with independent directors in place and adopt the governance framework BSEC expects. Related-party transactions and group arrangements must be documented on arm's length terms. We run due diligence and help management address issues before they appear in the prospectus or are raised by the regulator. Preparation shortens the equity capital markets timetable.

After listing, a company must comply with continuous disclosure of price-sensitive information, periodic reporting, dividend rules, insider trading restrictions and the BSEC corporate governance code. Changes in control are governed by BSEC's rules on substantial acquisition of shares and takeovers. Foreign investors can buy listed shares through accounts and channels Bangladesh Bank recognises for portfolio investment, with dividends and sale proceeds repatriable on proper documentation. Barrister Tahmidur Rahman and Barrister Remura Meheruba Mahbub lead our equity capital markets work, advising issuers, investors and intermediaries on both sides of the market. Investor relations and analyst briefings also need legal input.

We work alongside issue managers, auditors, valuers, credit rating agencies and underwriters, and with counsel in the UK, US, UAE, China, India and Singapore when an offering involves foreign shareholders, overseas investors or a group listed elsewhere. Where disputes arise, such as challenges by minority shareholders, regulatory enforcement or contested takeovers, our dispute resolution team led by Adv Syed Wahid acts alongside the transaction team. If you are considering an IPO or another equity capital markets transaction, a short legal readiness review is usually the right starting point. We can start with high-level, non-confidential information about your plans.

01 · What we handle

Core workstreams

  • IPO readiness and structuring
  • Prospectus and BSEC approval
  • Rights issues and placements
  • Takeovers and substantial acquisitions
02 · How it runs

Four clear stages

  1. 01Readiness and planning
  2. 02Restructure and diligence
  3. 03Prospectus and approvals
  4. 04Life as a listed company
03 · Start here

Talk to a partner

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

Book →
How we help

What we do in equity capital markets

Workstream 01Corporate & Finance

IPO readiness and structuring

  • Readiness and planning
  • Restructure and diligence
  • Prospectus and approvals
  • Life as a listed company
Workstream 02Corporate & Finance

Prospectus and BSEC approval

  • Readiness and planning
  • Restructure and diligence
  • Prospectus and approvals
  • Life as a listed company
Workstream 03Corporate & Finance

Rights issues and placements

  • Readiness and planning
  • Restructure and diligence
  • Prospectus and approvals
  • Life as a listed company
Workstream 04Corporate & Finance

Takeovers and substantial acquisitions

  • Readiness and planning
  • Restructure and diligence
  • Prospectus and approvals
  • Life as a listed company
Workstream 05Corporate & Finance

Listed company compliance

  • Readiness and planning
  • Restructure and diligence
  • Prospectus and approvals
  • Life as a listed company
Workstream 06Corporate & Finance

Investigations and shareholder disputes

  • Readiness and planning
  • Restructure and diligence
  • Prospectus and approvals
  • Life as a listed company
01

IPO readiness and structuring

We assess whether a company meets the eligibility requirements for listing on the main board or the SME platform, identify legal and governance gaps, and plan the steps to close them. That includes conversion to a public company, capital restructuring, pre-IPO placements, regularising past foreign investment, reviewing title, licences and material contracts, and designing a board and committee structure that meets BSEC requirements from day one. Our equity capital markets team ranks findings by priority.

02

Prospectus and BSEC approval

We draft and review the legal sections of the prospectus or offer document, carry out legal due diligence, prepare verification notes and coordinate with the issue manager, auditors and valuers. We assist with the BSEC application and responses to Commission queries, and with exchange listing applications, so that the offer can proceed to subscription and allotment on a timetable that reflects the regulatory review. Verification is thorough, because prospectus liability is personal for directors.

03

Rights issues and placements

Listed companies raise further equity through rights issues, preferential placements and other follow-on offerings. We advise on the BSEC and exchange requirements, shareholder approvals, pricing, underwriting and disclosure for each route, and on the treatment of foreign shareholders who cannot or do not wish to participate. We also advise investors subscribing for significant stakes in listed companies on their obligations. Each equity capital markets route has different timing and cost implications.

04

Takeovers and substantial acquisitions

Acquiring a significant stake in a listed company in Bangladesh can trigger disclosure obligations and, above specified thresholds, a mandatory offer under BSEC's substantial acquisition and takeover rules. We advise acquirers, target boards and sellers on stake building, mandatory and voluntary offers, exemptions, sponsor share transfers and the foreign exchange and approval steps involved where the acquirer is foreign. Early planning avoids an accidental mandatory offer obligation.

05

Listed company compliance

We advise listed issuers on continuous disclosure, price-sensitive information, insider trading policies, related-party transactions, dividend declarations and distribution, annual general meetings and the corporate governance code. We review board processes and disclosure controls, prepare policies and train directors and company secretaries, so that compliance is built into the company's routine rather than handled only after a regulatory query. Practical compliance calendars are also prepared and maintained for the company secretary.

06

Investigations and shareholder disputes

When BSEC opens an inquiry, an exchange queries trading or disclosure, or shareholders challenge a resolution or transaction, we advise on the response and represent the company, directors or investors. We handle enforcement proceedings, appeals and court applications with our disputes team, and advise on minority shareholder protections, oppression claims and disputes between sponsors that can affect a listed company. Early, measured engagement with the regulator often limits the damage.

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.

Corporate & Finance matters at TRW are led by partners, supported by associates, with one responsible lawyer from first advice to final outcome.

Meet the firm →
01

What does a company need to list on the Dhaka Stock Exchange?

Broadly, an equity capital markets listing requires that the company be a public limited company meeting BSEC's eligibility criteria for the chosen board, which typically relate to paid-up capital, operating history, profitability or other financial metrics, audited accounts and governance. It must appoint an issue manager, obtain valuation reports where required, prepare a prospectus, and obtain BSEC consent and exchange approval. Sponsors and directors face lock-in requirements on their shares. Criteria differ between the main board and the SME platform and have changed over time, so we confirm the current requirements for each company at the outset.

02

How long does an IPO in the Bangladesh equity capital markets take?

There is no fixed statutory period. Preparation, including restructuring, due diligence, audits and drafting, can take many months, depending largely on how ready the company is. BSEC review then takes time, often with queries and requests for further information, followed by subscription, allotment and listing. Book building adds a bidding stage for eligible investors before the public offer. Market conditions, investor appetite and the regulator's priorities affect timing. We help issuers set a realistic plan and keep the legal workstream moving, so that the equity capital markets process is not held up by avoidable legal issues.

03

What is the difference between the fixed price and book building methods?

In a fixed price offer, the issue price is set in advance, subject to BSEC's valuation and pricing requirements, and the public subscribes at that price. In book building, eligible investors bid through an electronic process to discover a cut-off price, after which the general public subscribes, typically at a discount to that price. Book building can support higher valuations for strong companies but involves more process, more investor scrutiny and more detailed disclosure. The available methods and their conditions are set by BSEC's public issue rules and should be confirmed afresh for each transaction.

04

Can foreign-owned subsidiaries of multinational groups list in Bangladesh?

Yes. Several well-known subsidiaries of multinational groups are listed on the Dhaka and Chittagong exchanges. A foreign-owned company considering a listing must meet the same eligibility, disclosure and governance requirements as local issuers, and must address issues such as related-party arrangements with the parent, royalty and service fees, and the treatment of foreign shareholders in any offering. Foreign investment records and approvals, now within the Invest Bangladesh framework that replaced BIDA from 23 August 2026, should be in order before listing. We advise multinational groups on whether and how to approach the Bangladesh equity capital markets.

05

Can foreign investors buy shares in Bangladeshi listed companies?

Yes. Foreign portfolio investors can invest in listed shares through accounts and channels that Bangladesh Bank recognises for that purpose, typically by opening a designated foreign currency or Taka account with an authorised dealer bank and a beneficial owner account with a broker. Investments made through these channels can usually be repatriated, together with dividends, after tax and with supporting documents. Some sectors, such as banking and telecoms, have specific shareholding limits or approvals. Significant acquisitions may trigger BSEC's takeover rules. We advise foreign investors entering the equity capital markets on account structure, tax and regulatory obligations.

06

What are a listed company's main ongoing obligations to BSEC and the exchanges?

A listed company must prepare and publish quarterly, half-yearly and annual financial statements within prescribed periods, disclose price-sensitive information promptly, comply with BSEC's corporate governance code, hold annual general meetings and observe dividend rules, including how and when dividends must be distributed. Directors and insiders must follow insider trading restrictions and disclose their dealings. Material related-party transactions require disclosure and, in some cases, approval. Breaches can lead to significant fines, trading restrictions or other enforcement action. In practice, we help listed companies in the equity capital markets build processes that make compliance routine and defensible.

07

When does buying shares in a listed company trigger a mandatory offer in the equity capital markets?

BSEC's rules on substantial acquisition of shares and takeovers require disclosure when an acquirer crosses specified shareholding thresholds and impose a mandatory public offer when an acquirer, alone or with persons acting in concert, acquires shares or control above a defined level, unless an exemption applies. The thresholds, pricing rules and exemptions should be checked in the current rules for each transaction. Indirect acquisitions, such as buying the parent of a listed company, can also be relevant and are sometimes overlooked. We advise acquirers, sellers and target boards on structuring, timing and compliance with these rules.

08

Can a listed company delist or be taken private in Bangladesh?

Delisting is possible in Bangladesh but tightly controlled, because it removes the liquidity that public shareholders relied on when they invested. Voluntary delisting generally requires a special resolution or other shareholder approval, regulatory consent and an exit offer to minority shareholders on terms that protect them, and exchanges may also delist companies compulsorily for serious non-compliance. A sponsor or investor group considering a take-private should plan for valuation, financing, regulatory engagement and possible minority challenges. We advise on feasibility, the steps involved and the risks, before any announcement, approach to shareholders or market rumour forces the timetable.

How a matter runs

From first call to resolution.

  1. 01

    Readiness and planning

    We review the company's structure, records, governance and contracts against current BSEC and exchange requirements, identify gaps and agree a plan and timetable with management, the issue manager and auditors. A short written report sets out priorities.

  2. 02

    Restructure and diligence

    We implement the corporate changes needed before filing, carry out legal due diligence, and work with management to resolve title, licence, related-party and foreign investment issues that would otherwise need prominent disclosure. All clean-up work is fully documented.

  3. 03

    Prospectus and approvals

    We draft and verify the legal content of the prospectus, support the BSEC and exchange applications, respond to queries and conditions, and advise on subscription, allotment and the listing process through to the first trading day. Each equity capital markets milestone is tracked.

  4. 04

    Life as a listed company

    After listing we advise on disclosure, governance, dividends, insider trading, follow-on offerings and takeovers, and represent the company or its directors if regulatory inquiries or shareholder disputes arise. Our equity capital markets team remains available as the company grows.

“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 are equity capital markets?
Equity capital markets are the markets in which companies raise capital by issuing shares to investors and in which those shares are traded. They include initial public offerings, qualified investor offers, rights issues, placements and secondary block trades. In Bangladesh, equity capital markets activity centres on the Dhaka and Chittagong stock exchanges and is regulated principally by BSEC under the securities laws and its rules. Our equity capital markets lawyers advise on each of these transactions.
Who regulates equity capital markets in Bangladesh?
The Bangladesh Securities and Exchange Commission regulates public offers, listed company disclosure and governance, market intermediaries and market conduct. The Dhaka Stock Exchange and Chittagong Stock Exchange apply their own listing regulations. Bangladesh Bank regulates foreign portfolio investment channels and the repatriation of dividends and sale proceeds. Regulators such as Bangladesh Bank for banks and the insurance regulator for insurers can also affect banks, insurers and other regulated issuers. Coordinating these bodies is central to successful equity capital markets work.
What is the SME platform?
The SME platform is a separate board on the stock exchanges for smaller companies, which raise capital through qualified investor offers to eligible investors rather than a full public offer. Eligibility, disclosure and trading rules differ from the main board. It can be a useful first step for growing companies that later migrate to the main board when they meet its requirements. The SME platform has made the equity capital markets accessible to more growing businesses in Bangladesh.
What is a rights issue?
A rights issue is an offer of new shares to existing shareholders in proportion to their holdings, usually at a discount to the market price. It allows a listed company to raise capital while giving shareholders the chance to avoid dilution. In Bangladesh, rights issues require board and shareholder approval, BSEC consent and compliance with disclosure, pricing and underwriting requirements. Shareholders who do not take up their rights may be able to sell them or accept the dilution.
Do sponsors face lock-in after an IPO?
Yes, in almost all cases. BSEC rules impose lock-in periods on shares held by sponsors, directors and certain pre-IPO investors, restricting their sale for a defined time after listing. The length of the lock-in period can differ by category of holder. In addition, sponsors and directors of listed companies also face ongoing minimum shareholding requirements and disclosure obligations when they buy or sell shares. Lock-in terms should be explained to pre-IPO investors before they invest, so expectations are realistic.
How are dividends from listed companies taxed?
Cash dividends are generally subject to withholding tax at source, at rates that depend on the type of shareholder and whether it is resident. Non-resident shareholders may be entitled to a lower rate under a double tax treaty if they provide the required evidence. Tax rates and exemptions are set by the Income Tax Act 2023 and annual Finance Acts, so the current position should be confirmed. Investors should model the net dividend carefully when assessing returns.
What is price-sensitive information?
Price-sensitive information, often called PSI, is information about a listed company that is not public and that would be likely to affect the price of its shares if it were disclosed, such as financial results, major contracts, acquisitions, changes in management or capital. Listed companies must disclose it promptly in the prescribed way, and directors and other insiders must not deal while in possession of it. Clear internal procedures for identifying and releasing price-sensitive information are essential for every issuer.
Who leads equity capital markets work at TRW & Co?
Barrister Tahmidur Rahman and Barrister Remura Meheruba Mahbub lead our equity capital markets practice, with Adv Syed Wahid leading related regulatory and shareholder disputes. We work with counsel in the UK, US, UAE, China, India and Singapore on cross-border offerings and foreign investors. Contact our Dhaka office on +880 1708 000660 or at info@trw.co to arrange an initial, confidential discussion. Please share only non-confidential information in a first enquiry, such as the company profile, intended transaction and timetable.

Prepare your company for the public market

Speak with the partners about Equity capital markets in Bangladesh or across borders.

Book a consultation →
Equity capital markets: TRW & Co, Dhaka
Call the Dhaka office+880 1708 000660WhatsApp · message usMessage our team
Message TRW on WhatsApp