Yes. Bangladesh generally permits foreign investment in most sectors, with restrictions or approvals in some regulated or reserved areas. A foreign fund typically subscribes for new shares or buys existing shares, registers the investment with Invest Bangladesh and brings funds in through formal banking channels. Share issuance and transfers involving non-residents must follow Bangladesh Bank rules on valuation and reporting. Sector regulators, such as those for banking, insurance and telecoms, may also need to approve the investment. We confirm the position for each target before the private equity term sheet is signed.

Generally yes, if they are properly documented. Rights such as board appointment, reserved matters, pre-emption, tag-along and drag-along are usually enforceable when they are included both in the shareholders' agreement and in the articles of association registered with the Registrar of Joint Stock Companies and Firms. Rights that exist only in a contract may bind the shareholders who signed it but not the company or future shareholders. Some mechanisms, such as certain put options and liquidation preferences, need careful adaptation. We draft private equity documents with enforceability in Bangladesh firmly in mind. Registration of the articles matters.

Dividends can be remitted to foreign shareholders after tax through the company's bank, subject to documentation showing that the investment was properly made and recorded. Sale proceeds from a share transfer to a resident buyer, or a capital reduction, require compliance with Bangladesh Bank rules, including valuation and supporting documents, and in some cases specific approval. Delays usually arise from gaps in the original investment record. We therefore make sure that inward remittance, share allotment and Invest Bangladesh registration are fully documented at entry, which protects the fund's ability to exit efficiently.

The Competition Act 2012 requires certain combinations, including acquisitions of shares or control, to be notified to or approved by the Bangladesh Competition Commission where the relevant criteria are met. Whether a minority investment triggers a filing depends on the rights acquired, the parties' market position and the current thresholds and regulations, which have been developed in recent years. Closing without a required approval can create legal risk for both buyer and target. We assess merger control at the term sheet stage and build any filing into the transaction timetable and conditions precedent.

Common issues include incomplete share capital records and missing filings with the registrar, unregistered transfers, licences in the wrong name or expired, land held by founders rather than the company, related-party transactions on informal terms, tax exposures, employee benefit gaps and undisclosed litigation. None of these necessarily stops a deal, but each needs to be priced, remedied before closing or covered by specific indemnities. Our private equity due diligence reports explain the practical consequence of each finding and propose a remedy, rather than simply listing problems for the investment committee. Remedies are agreed before signing.

Yes. The Bangladesh Securities and Exchange Commission regulates alternative investment funds, including private equity, venture capital and impact funds, under its alternative investment rules. A fund is usually constituted as a trust with a registered fund manager, trustee and custodian, and must meet requirements on sponsors' contribution, investor eligibility and reporting. Local funds can be attractive for domestic investors and development finance institutions. We advise sponsors on fund formation, BSEC registration, fund documents and governance, and on co-investment arrangements with offshore funds. Fund-level tax questions are reviewed with tax advisers.

Founders should focus on valuation mechanics, the scope of reserved matters, their own employment and non-compete terms, leaver provisions, the circumstances in which investors can force a sale, and the extent of warranties and indemnities they give personally. Clear performance milestones and dispute resolution procedures reduce friction later. Many Bangladeshi founders sign standard international forms without appreciating how they operate locally. We act for founders and promoters as well as investors, and help them negotiate terms that attract private equity capital while preserving reasonable control over the business they built.

The most common exits are trade sales to strategic buyers, sales to other financial investors and buy-backs by founders. Listing on the Dhaka or Chittagong stock exchanges is possible for larger, well-governed companies, subject to BSEC requirements and market conditions. Each route raises different legal issues, from drag-along enforcement and warranty negotiation to prospectus disclosure and lock-in rules. Repatriation of proceeds must be planned in advance. We help private equity investors keep several exit routes open, by drafting robust exit rights and maintaining clean corporate records throughout the holding period.