The company passes the resolution required by its articles and the Companies Act, amends the capital clause in its memorandum and the articles where needed, pays the RJSC filing fee and stamp duty, and files the documents with the RJSC within the prescribed period. Fees rise with the amount of the increase, so companies often plan their share capital in stages that match expected funding rounds. Increasing authorised capital does not itself issue any shares; a separate allotment is needed. We prepare the resolutions and filings, calculate costs in advance and coordinate with the RJSC until the increase is recorded.

Issuing new shares usually requires board approval, shareholder approval where the articles or the Act demand it, compliance with any pre-emption rights of existing shareholders, and enough unissued authorised capital. The allotment must be recorded in the register, reported to the RJSC and evidenced by share certificates. If the investor is non-resident, the money should arrive through banking channels and the issue must be reported under foreign exchange rules. Public companies may also need consent from the securities regulator. We map every approval and produce a closing checklist that the company, investor and banks can all follow.

In most sectors, yes. Bangladesh generally permits full foreign ownership of private limited companies, although a private company needs at least two shareholders, so groups commonly use a second group entity or a nominee arrangement. Some sectors, such as banking and certain other financial services, telecommunications, media and security-related activities, have ownership limits, licensing conditions or prior approvals. The investment must be properly brought in and reported to preserve repatriation rights. We confirm sector restrictions, design the shareholding and handle the regulatory steps so that the share capital structure is accepted by banks, auditors and regulators.

Transfers involving non-residents fall under Bangladesh Bank's foreign exchange rules. Depending on the direction and circumstances, the transfer may require a valuation, reporting through the company's bank and, in some cases, prior permission, and the purchase price must move through formal banking channels. The transfer must also be stamped, approved under the articles and recorded with the RJSC. Mistakes can block later repatriation of sale proceeds. We sequence the steps, liaise with the authorised dealer bank and prepare the documents so the transfer completes cleanly and can be relied on later by buyers, auditors and the bank.

Contractual options between shareholders, or between a company and an investor, are generally enforceable if they are clearly drafted, consistent with the articles and capable of lawful performance. Problems arise when an option conflicts with transfer restrictions or pre-emption rights, where the price cannot lawfully be paid across borders, or where valuation and timing are vague. Embedding key rights in the articles as well as a shareholders' agreement improves enforceability against the company. We draft options accordingly, link them to the share capital provisions of the articles and review existing arrangements before investors rely on them.

A private company can create an employee share option plan through board and shareholder approvals, amended articles where needed, plan rules and individual grant letters. Common issues include having enough unissued authorised capital, transfer restrictions, how shares are held for employees, what happens when staff leave, and how the plan is taxed. Listed companies must follow the securities regulator's rules. Where a foreign parent runs the plan, foreign exchange limits shape the structure. We design plans that work for the company and its share capital structure while remaining simple for employees to understand and for management to administer.

Reducing share capital is possible but formal. Under the Companies Act, a reduction generally needs a special resolution and confirmation by the High Court Division, which considers the interests of creditors and shareholders before approving it. Buy-backs by companies are restricted under Bangladeshi law, and many transactions described as buy-backs are better structured as transfers to other shareholders or as a court-approved reduction. Listed companies face additional securities rules and disclosure duties. We assess what the company wants to achieve, recommend a lawful route and prepare the resolutions, evidence and court application where one is required.

Inconsistencies between the allotment history, the register of members, share certificates, board minutes and RJSC records are common, particularly in family companies and older businesses. They can delay transactions, financing and regulatory approvals, and may encourage disputes between shareholders. Some defects can be corrected by late filings or confirmatory resolutions, while others need an application to the High Court Division for rectification of the register. We audit the records, identify each defect and its cause, and implement a practical plan to regularise the company's share capital before a deal or a dispute exposes the problem.