Family Offices: Governance and Structures in Bangladesh

by Barrister Tahmidur Rahman | Sep 8, 2026

Private Client & EmploymentGovernance, succession and family wealth8 min read

Family Offices: Governance and Structures in Bangladesh

We help Bangladeshi business families and non-resident Bangladeshi families design and run a family office: holding structures, family constitutions and councils, succession planning under personal law, trusts and waqf, investment governance, exchange control on foreign assets, tax compliance and the resolution of family disputes.

Overview

Family office structures for Bangladeshi business families

Much of Bangladesh's private sector is owned by families. Conglomerates now span textiles, food, steel, cement, real estate, banking and media, and many are passing from founders to a second or third generation. At the same time, a growing number of non-resident Bangladeshi families hold wealth in the UK, the US, the Gulf and elsewhere while retaining land and businesses at home. A family office, whether a single trusted team or a formal company, gives such families a way to organise ownership, decisions and succession. We advise on this as part of our private client practice in Bangladesh.

There is no specific family office law in Bangladesh, and no licence is required simply to manage a family's own wealth. Instead, the structure is built from general law. Families often use a private holding company under the Companies Act 1994 to hold shares in operating businesses, registered trusts under the Trusts Act 1882 for particular assets or beneficiaries, waqf for religious or charitable purposes, and contractual arrangements such as shareholder agreements and family constitutions. If the office manages money for outsiders, or offers investment services to the public, regulation by BSEC or Bangladesh Bank may apply.

Personal law shapes what is possible. For Muslim families, inheritance follows fixed shares under Muslim personal law, and a will generally cannot leave more than one third of the estate to non-heirs without the consent of the heirs. Hindu, Christian and Buddhist families follow different succession rules. Lifetime gifts (heba), trusts, waqf and corporate structures can help plan succession, but they must be documented, registered and stamped correctly, and must respect the rights of heirs, or they invite challenge. Proposals to reform the law on usufruct gifts of family property, discussed in 2026, should be watched closely.

Cross-border assets add complexity. Bangladeshi residents face strict controls on investing and holding assets abroad, and outward remittances generally require permission from Bangladesh Bank. Non-resident Bangladeshis have more flexibility but must consider tax residence, reporting in their country of residence, and the rules on bringing funds into and out of Bangladesh. A family office for a family spread across countries needs a structure that is lawful in each place, with clear records of the source of funds and coordinated advice from counsel in the UK, US, UAE, Singapore or India as relevant. Banks will ask for these records.

Governance is often the hardest part. Families must decide who sits on boards, how the next generation is trained and admitted, how dividends are distributed, how family members employed in the business are paid and how disputes are resolved. A family constitution, a family council and clear investment and conflict policies can help prevent the kind of costly disputes that end in partition suits, injunctions and company law petitions. Our dispute resolution team supports families when conflict arises. To discuss your family's position confidentially, contact our Dhaka office. Early conversations are usually the most productive.

01 · What we handle

Core workstreams

  • Holding and ownership structures
  • Family constitutions and councils
  • Succession and estate planning
  • Investment governance and policies
02 · How it runs

Four clear stages

  1. 01Confidential discovery
  2. 02Options and design
  3. 03Documents and transfers
  4. 04Ongoing support
03 · Start here

Talk to a partner

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 families organise and protect their wealth

Workstream 01Private Client & Employment

Holding and ownership structures

  • Confidential discovery
  • Options and design
  • Documents and transfers
  • Ongoing support
Workstream 02Private Client & Employment

Family constitutions and councils

  • Confidential discovery
  • Options and design
  • Documents and transfers
  • Ongoing support
Workstream 03Private Client & Employment

Succession and estate planning

  • Confidential discovery
  • Options and design
  • Documents and transfers
  • Ongoing support
Workstream 04Private Client & Employment

Investment governance and policies

  • Confidential discovery
  • Options and design
  • Documents and transfers
  • Ongoing support
Workstream 05Private Client & Employment

Cross-border wealth and compliance

  • Confidential discovery
  • Options and design
  • Documents and transfers
  • Ongoing support
Workstream 06Private Client & Employment

Family disputes and resolution

  • Confidential discovery
  • Options and design
  • Documents and transfers
  • Ongoing support
01

Holding and ownership structures

We review how the family's companies, land, investments and accounts are currently held, identify risks such as shares held informally by relatives or nominees, and design a holding structure using companies, trusts or other vehicles. We plan share transfers, land registrations, stamp duty and tax so that consolidation into the new family office structure is lawful, efficient and properly recorded. Existing lender and regulator consents are identified before any transfer.

02

Family constitutions and councils

We facilitate discussions and draft family constitutions, charters and council terms covering family values, eligibility for ownership and employment, board appointments, dividend policies, transfers of shares, next-generation education and dispute resolution. We then align the company articles, shareholder agreements and trust deeds with the constitution, so that the family's agreed principles are actually enforceable in Bangladesh. The process respects each generation's views. We also suggest meeting schedules and agendas.

03

Succession and estate planning

We advise on succession under Muslim, Hindu, Christian and other personal laws, and on lifetime planning using heba, wills, trusts, waqf and corporate structures. We prepare and register documents correctly, consider the rights of heirs and spouses, plan for incapacity through powers of attorney, and coordinate with foreign counsel where family members or assets are located abroad. Documents are reviewed as circumstances change. Spouses' rights, including dower, are considered.

04

Investment governance and policies

We help families set up investment committees, mandates for advisers and managers, conflict of interest and related party policies, reporting frameworks and controls over bank accounts and signatories. Where the family invests in private equity, real estate or listed securities, we review documents and approvals, and we advise on when activities would require licensing by BSEC or other regulators. Reporting is kept simple and regular. Independent advisers can be included.

05

Cross-border wealth and compliance

We advise resident and non-resident Bangladeshi families on exchange control limits, outward remittances, repatriation of funds, foreign accounts and assets, tax residence and reporting obligations, including the effect of international reporting regimes on foreign accounts. We help families regularise historic holdings where possible, document the source of wealth and work with tax advisers in each relevant jurisdiction. Banking documentation is prepared carefully. Historic records are reviewed with care.

06

Family disputes and resolution

When disagreements arise between siblings, generations or branches of a family, we advise on negotiation, mediation, buy-outs and separation of businesses, and represent clients in partition suits, company law proceedings, trust disputes and challenges to gifts or wills. We aim to protect both the family's assets and its relationships, and to keep matters private wherever the law allows. Mediation is often tried first, particularly where a business must keep operating during the disagreement. Settlements are documented and registered properly.

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

Do we need a licence or registration to run a family office in Bangladesh?

Generally no, if the family office manages only the family's own wealth. There is no dedicated family office licence in Bangladesh. The vehicles used, such as a holding company or trust, must be registered under the relevant law, and the family office must comply with tax, company, labour and anti-money laundering obligations. However, if it begins managing funds for people outside the family, raising money from others or offering investment advice publicly, BSEC licensing rules or other financial regulation may apply. We review the intended activities to confirm where the regulatory boundaries lie. Records of activities should be kept.

02

What is the best structure for holding a Bangladeshi family business group?

There is no single best structure. Many families use a private holding company owning shares in the operating companies, with family members holding shares in the holding company under a shareholder agreement and family constitution. Others use trusts for particular branches or assets, or keep land in individual names with clear documentation. The choice depends on the family's size, assets, personal law, tax, the regulatory status of businesses such as banks or insurers, and the need for lender consents. We compare options and costs before recommending a family office structure. Lender and regulator consents may also be needed.

03

How does Muslim inheritance law affect family office planning?

Under Muslim personal law, a deceased person's estate is distributed to heirs in fixed shares, and a will can generally dispose of no more than one third of the estate, and not in favour of an heir, without the other heirs' consent. This limits how far a founder can choose successors through a will alone. Lifetime transfers by heba, structured trusts or waqf and corporate arrangements can provide flexibility, but must be genuine, documented and registered. We design family office arrangements that work with Muslim inheritance rules, starting with a map of personal and company-held assets.

04

Can a Bangladeshi resident family hold investments abroad through a family office?

Residents of Bangladesh are subject to strict exchange control, and acquiring foreign assets or investing abroad generally requires permission from Bangladesh Bank under the foreign exchange rules, with limited exceptions. Unauthorised foreign holdings can expose individuals to penalties and investigation, so advice should come before any foreign account is opened. Non-resident Bangladeshis have more freedom, depending on where they live and the source of funds. Any structure for a family with members in both categories must reflect these differences, including separate accounts and records. We advise on lawful routes, approvals and the regularisation of historic positions where the law allows.

05

What should a family constitution cover?

A family constitution typically sets out the family's shared values and goals, who counts as a family member for ownership and governance, how shares may be transferred, who may work in the business and on what terms, how directors and senior executives are chosen, dividend and reinvestment policies, support for education and philanthropy, and a process for resolving disputes. It is usually not fully legally binding on its own, so key provisions should be reflected in company articles, shareholder agreements and trust deeds. We draft constitutions that fit the family and are practical to apply. Regular reviews keep it current.

06

How can a family office reduce the risk of disputes between siblings or generations?

Clear governance does most of the work. Families who agree in advance how decisions are made, how family employees are paid, how dividends are distributed and how a member can exit tend to have fewer disputes. Independent directors, regular family meetings, transparent reporting and a staged dispute resolution process, such as negotiation, mediation and then arbitration, help resolve disagreements early. Properly registered documents, with minutes, valuations and signed family agreements, reduce the scope for later challenges in court. We help families design these mechanisms and, when needed, mediate or represent them in disputes involving family office assets.

07

Can a trust or waqf be used to hold family business shares in Bangladesh?

Yes, in suitable cases. A private trust under the Trusts Act 1882 can hold shares and other assets for named beneficiaries, managed by trustees under a trust deed, and trusts dealing with immovable property generally require registration. A waqf dedicates property permanently to religious, charitable or family purposes recognised by Muslim law and is administered under the waqf legislation and supervision of the Waqf Administrator. Each has different tax, control and permanence consequences. We advise on whether a trust or waqf fits the family's goals and draft and register the documents. Registration and stamp costs should be budgeted.

08

How is a family office taxed in Bangladesh?

Bangladesh has no special tax regime for family offices. A holding company is taxed as a company under the Income Tax Act 2023, while individuals are taxed on their own income and may be liable to a surcharge based on net wealth. Dividends, capital gains on share and land transfers, stamp duty on gifts and transfers, and withholding taxes all need to be considered when restructuring. Trusts and waqf have their own treatment. We work with the family's tax advisers so that the family office structure is efficient and compliant, and so that returns are filed correctly.

How a matter runs

From first call to resolution.

  1. 01

    Confidential discovery

    We meet family members and advisers, map the businesses, land, investments and accounts, and understand the family's goals, concerns, personal laws and the locations of each member and asset before proposing any structure. We verify titles, registrations and share records against documents rather than relying on recollection.

  2. 02

    Options and design

    We present structure and governance options with their legal, tax, regulatory and family implications, and work with the family to agree the preferred model, timetable and steps for implementation. Costs and timing are explained clearly. Where a model needs approvals or registration, we set out the steps and likely sequence before the family commits.

  3. 03

    Documents and transfers

    We draft the family constitution, company and trust documents, gifts and wills, obtain approvals, and complete share transfers, land registrations and filings needed to put the family office structure in place. Signed originals and registration receipts are collected and kept in an organised family record.

  4. 04

    Ongoing support

    We support annual reviews, changes as children reach adulthood or members move abroad, new investments and transactions, regulatory changes, and help resolve disputes before they escalate into litigation. Each review checks that documents, registrations and beneficiary details still match the family's circumstances.

“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 is a family office?
A family office is an arrangement through which a family manages its wealth, businesses and shared affairs. It may be a small team of trusted employees, a dedicated company that employs professionals, or a set of structures and advisers coordinated by family members. Its functions can include investment management, accounting, tax, legal coordination, philanthropy, succession planning and family governance. In Bangladesh, the term is used loosely, and many families already run informal versions without calling them by that name.
What is the difference between a single and a multi-family office?
A single family office serves one family and is usually owned by that family. A multi-family office serves several unrelated families, often as a commercial business. In Bangladesh, a multi-family office that manages money or gives investment advice for others is more likely to fall within financial regulation, so its activities need careful review. Most Bangladeshi families use the single model. Some share administrative services with relatives or other trusted families, which needs written terms on confidentiality, costs and responsibilities.
When should a Bangladeshi family consider a formal family office?
Common triggers include a founder's retirement or ill health, the next generation joining the business, the sale of a major company, a growing number of family shareholders, investments across several countries, or disagreements over decisions. Starting before a crisis is far easier. Even a modest structure with clear documents and governance can add significant protection. Waiting until after a death or dispute usually narrows the options, increases costs and makes agreement between family members harder to reach.
Can non-resident Bangladeshis set up a family office in Bangladesh?
Yes. Non-resident Bangladeshis can own companies and property in Bangladesh and can establish holding structures for family assets there. They must comply with foreign exchange rules on investing funds and repatriating returns, and with tax and reporting rules in their country of residence. We coordinate advice with counsel in the UK, US, UAE and elsewhere. Records of the source of funds and remittance documents should be kept carefully, because banks will ask for them when money moves.
Is a family constitution legally binding?
A family constitution is often expressed as a statement of intent rather than a binding contract, because families want flexibility and not litigation. Its key provisions can be made binding by including them in company articles, shareholder agreements, trust deeds and employment contracts. The right balance depends on the family, and we explain the options clearly. Families often review the document every few years, especially when a new generation joins or the businesses change. We can help facilitate that review.
How do we protect family assets from disputes after a founder's death?
Planning during the founder's lifetime is the most effective protection: clear ownership records, properly registered gifts and transfers, wills within the limits of personal law, shareholder agreements, and governance that the next generation has helped design. Prompt succession certificates and mutation of land records after death also reduce the risk of competing claims. Clear records also help heirs deal with banks, registries and tax authorities quickly, reducing delay and cost for everyone. Original documents should be stored safely.
Does a family office need its own employees?
Not necessarily. Some families rely on existing company staff and outside advisers. Larger family offices employ professionals in finance, legal and administration. If employees are engaged, labour law, employment contracts, confidentiality and conflict of interest rules apply. The right model depends on the family's assets, complexity and preferences. Confidentiality is especially important, so employment terms should protect family information. Background checks and clear reporting lines are also sensible for staff with access to accounts and documents.
How do we begin family office planning with TRW?
Contact us for a confidential initial meeting. It helps to share a brief outline of the family structure, the main businesses and assets, where family members live and the issues you want to address. We will check for conflicts, agree the scope and fees, and then begin a structured discovery process with the family and its advisers. Meetings can take place at our office, at the family's premises or by video call. We respond promptly to initial enquiries.

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