In most sectors, yes. Bangladesh generally permits full foreign ownership of companies, and many foreign investors operate wholly owned subsidiaries. Some sectors, however, have ownership caps, local partner requirements or licensing conditions, including parts of telecoms, insurance, banking and certain services, and these rules change from time to time. A JV is therefore often a commercial choice rather than a legal requirement. We check the current sector rules early, because the answer determines whether a local partner is essential or simply useful for land, licences and market access. Rules are reviewed afresh for each deal.

A shareholder agreement is generally enforceable as a contract between the parties who sign it, under the Contract Act 1872. Problems arise where its terms conflict with the Companies Act 1994 or the articles of association, or where a party seeks to enforce it against the company or a shareholder who did not sign. That is why we incorporate key provisions into the articles and make sure board and shareholder resolutions follow them. Well-drafted dispute resolution and remedy clauses, including arbitration, make enforcement of JV rights considerably more practical.

Equal ownership can work well when the partners agree, but the documents must anticipate disagreement. Common tools include escalation to senior executives, mediation, expert determination for technical issues, a chairman's casting vote on defined matters, and buy-sell mechanisms such as Russian roulette or Texas shoot-out clauses. In Bangladesh, buy-sell clauses involving foreign shareholders also need to account for valuation and Bangladesh Bank requirements on share transfers. We design deadlock provisions that are realistic to operate, rather than theoretical clauses that neither party would ever use. Clear valuation rules make these tools usable.

Approvals depend on the sector, structure and location. Typically, the company is incorporated with the Registrar of Joint Stock Companies, the foreign investment is registered with Invest Bangladesh where required, and share capital is brought in through a bank with the necessary reporting to Bangladesh Bank. Sector regulators may need to approve ownership or control, and zone authorities apply their own rules within BEPZA zones and economic zones. Larger transactions may also require competition analysis. We prepare a JV approvals plan at the start so that commercial timetables reflect realistic regulatory steps.

Yes, but it needs care. A local partner can sell, lease or otherwise transfer land to the JV company, which requires title verification, registration under the Registration Act 1908, mutation and payment of stamp duty, registration fees and related taxes. Valuation matters for tax and for any foreign shareholder's capital accounting. Agricultural land and land in certain areas are subject to additional restrictions. In many cases a long lease is more practical than a transfer of ownership. We review the land records and recommend the contribution route that protects both partners.

Exit routes are set by the venture documents and the law. Common routes include sale to the other partner under pre-emption or option provisions, sale to a third party subject to tag and drag rights, an initial public offering, or winding up. Foreign partners selling shares need to comply with valuation and Bangladesh Bank requirements so that sale proceeds can be repatriated, and capital gains tax applies. We draft exit provisions with those practical requirements in mind and advise partners on negotiated exits when circumstances change unexpectedly.

The remedies depend on the documents and the breach. Typical provisions include default notices, cure periods, suspension of voting or dividend rights, compulsory transfer of the defaulting partner's shares at a discount and damages. Enforcement may take place through arbitration under the Arbitration Act 2001, or through the courts, including applications for injunctions to protect assets or prevent unauthorised acts. Minority shareholders may also apply to the High Court Division for relief under the Companies Act 1994. We assess the strongest practical route before any formal step is taken against a partner.

Many international JVs choose English or Singapore law and arbitration seated in Singapore, London or Dhaka. Foreign governing law can work for the shareholder agreement, but company law matters, share transfers, land and regulatory approvals remain subject to Bangladesh law regardless. Bangladesh is a party to the New York Convention, and foreign arbitral awards can be enforced under the Arbitration Act 2001, although enforcement takes time. We advise on the combination of governing law, seat and rules that best balances neutrality, cost and enforceability against assets in Bangladesh.