Share Purchase Agreements in Bangladesh 2026: Clauses, Valuation, M&A and Capital Market Disputes

Share purchase agreement Bangladesh deals in 2026: contract, valuation and disputes

A share purchase agreement Bangladesh parties sign today has to do more than allocate commercial risk. It must carry a transaction through Bangladesh Bank's fair value rules, the Registrar of Joint Stock Companies and Firms, the stamp and tax regime and, for listed or regulated targets, the Bangladesh Securities and Exchange Commission and sector regulators. Then it has to survive the dispute that follows if a warranty proves false, an earn-out goes unpaid or a minority holder objects. Those later fights are usually decided by words chosen months earlier.

This guide covers the key clauses of an acquisition agreement for a Bangladeshi target, the valuation methods regulators accept, how post-closing M&A disputes are resolved, and how securities disputes run before BSEC, the courts and the Special Tribunal. Where TRW has already published detailed guidance on a step, such as the acquisition process, due diligence, merger procedure or share transfer formalities, we link to it rather than repeat it.

Summary: Bangladeshi law does not prescribe the contents of a share purchase agreement for an unlisted target, so the parties write their own conditions, warranties, indemnities and remedies. Regulation bites at the edges: fair value pricing and a 45-day completion window for transfers involving non-residents, stamp duty of 0.2% on the agreement and 1.5% on the transfer instrument, 15% tax on capital gains, BSEC rules for listed companies, and court supervision of schemes. Post-closing disputes are usually arbitrated, while capital market disputes run through BSEC hearings, writ petitions and the Special Tribunal.

Key point: Bangladesh Bank's FEID Circular No. 01 of 8 March 2026 now governs share transfers involving non-residents in unlisted companies. It requires fair value, prescribes the net asset value, market and discounted cash flow methods, demands completion within 45 days of the MoU or approval, and permits escrow of a non-resident's sale proceeds only with Bangladesh Bank's prior permission. Each of these rules must be written into the agreement, not discovered at closing.

At a glance

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Table of Contents

What a share purchase agreement Bangladesh law will enforce has to do

A share purchase is the most common way to acquire a Bangladeshi company. The buyer steps into the shareholders' position and takes the company with its history, liabilities and licences intact. The agreement records the price, the conditions to completion, the seller's promises about the company and the remedies if they prove untrue. For the end-to-end transaction sequence, see our guide to the acquisition process in Bangladesh; for the statutory landscape, our overview of mergers and acquisitions law in Bangladesh.

For a target that is not listed, no regulation mandates particular terms. Market practice covers consideration and payment terms, interim adjustment, holdbacks and escrow, conditions precedent and subsequent, closing and post-closing obligations, warranties, covenants, indemnities (particularly for tax), governing law, dispute resolution, non-competes and costs.[1] That freedom is an advantage only if it is used. Bangladeshi courts and tribunals will enforce the bargain as written, and they will not fill a gap in an indemnity because the buyer assumed one existed.

Where the agreement sits among the deal documents

The agreement is preceded by a term sheet or memorandum of understanding and signed alongside a disclosure letter and, often, escrow and shareholders' agreements. The MoU matters more than usual in Bangladesh because, in a transfer involving a non-resident, its signing date starts the clock on the 45-day completion window and fixes how recent the audited accounts must be.[2] Where the seller retains shares, the governance terms belong in a separate shareholders' agreement and must be reflected in the articles of association.

Structuring a share purchase agreement Bangladesh regulators will accept

The architecture follows international practice, but each block has a Bangladesh-specific point that foreign templates miss.

Parties, sale shares and seller guarantees

Identify every registered holder of the sale shares from the register of members and the latest annual return, not from the seller's own list; family companies often hold shares through relatives or nominees, and each must sign. Where the seller lives abroad or is a holding company with few assets, require a guarantee or a retention. A warranty claim against a seller with no reachable assets is a claim on paper only.

Price mechanics: locked box or completion accounts

Under a locked box, the price is fixed by reference to a balance sheet at an agreed date and the seller promises that no value has leaked to it since. Under completion accounts, an estimated price is paid at closing and adjusted once accounts drawn up at completion are agreed.

In a share purchase agreement Bangladesh parties sign with a non-resident, the foreign exchange rules shape the choice where a non-resident is involved. The transfer must be at fair value, the audited accounts relied on must be no more than six months older than the MoU, and the transfer must complete within 45 days of the MoU or Bangladesh Bank's approval, whichever is later.[2] A post-completion upward adjustment that takes the price above the value the bank accepted can therefore create a compliance problem rather than a simple payment.

Deferred consideration and earn-outs

Earn-outs bridge a valuation gap by tying part of the price to future performance. They work between residents if the agreement defines the metric, fixes accounting policies, restricts how the buyer runs the business and names an independent accountant to decide disagreements. Where a non-resident buyer or seller is involved, the master circular does not address deferred or contingent consideration, and its fair value and 45-day rules were written for a single priced transfer.[2] Agree the structure with the authorised dealer bank before signing, and consider alternatives such as a staged acquisition of tranches of shares, each priced at fair value when it transfers.

Conditions precedent and regulatory approvals

Conditions precedent decide when, and whether, the buyer must complete. In Bangladesh they commonly include regulatory approvals, lender and counterparty consents, waivers of pre-emption rights under the articles, cure of due diligence defects and the absence of a material adverse change. Deals are also often made conditional on the buyer obtaining financing, if the parties agree.[1] Each condition should state who must satisfy it, the standard of effort required, whether it can be waived and by whom, and what happens if it is not met by the long-stop date.

Bangladesh Bank and the 2026 master circular

For a transfer by a resident to a non-resident, or between non-residents, no prior Bangladesh Bank approval is needed if the transfer is at fair value, and a deal value up to BDT 10 million may be justified by a statement signed jointly by buyer and seller rather than a valuation report.[2]

For a sale by a non-resident to a resident, the authorised dealer bank may repatriate the proceeds without approval where the price does not exceed net asset value on the latest audited accounts, does not exceed BDT 10 million, or does not exceed BDT 1 billion and is supported by an independent valuation; anything else needs Bangladesh Bank's approval.[2] Make the bank's acceptance of the valuation, or Bangladesh Bank's approval, an express condition, and see our guide to cross-border acquisitions in Bangladesh for the full inbound and outbound picture.

BSEC for listed targets

A listed target brings in the BSEC (Substantial Acquisition of Shares and Takeovers) Rules 2018. Acquiring 10% or more of the voting shares is a substantial acquisition that must be disclosed through the exchange, there is no mandatory offer threshold, and BSEC approval is required for any deal that takes the combined holding of sponsors and directors below 30%.[1] Where BSEC approval is needed, a negotiated deal can take twelve to twenty weeks.[1] The long-stop date must allow for that. Our guide to substantial acquisition of shares in Bangladesh explains the disclosure and offer mechanics.

Competition Commission

The Competition Act 2012 prohibits combinations that harm competition, but the implementing rules that would set notification thresholds and review timelines have not been finalised, so there is no mandatory pre-closing filing regime.[1] A deal between competitors should still carry a written competition assessment and a decision on whether to seek voluntary clearance, with the condition and the risk allocation drafted accordingly. Our guide to merger notification under Bangladesh competition law covers the current position and the draft regulations.

Invest Bangladesh and sector regulators

Since 23 August 2026 Invest Bangladesh has operated as the national investment promotion agency, bringing together the Bangladesh Investment Development Authority, the Bangladesh Economic Zones Authority and the Public-Private Partnership Authority under the Invest Bangladesh Act 2026.[13] Confirm what the new agency requires on a change of shareholding where the target is registered with it. Banks, insurers, telecoms, power and other licensed businesses need their sector regulator's consent as a separate condition.

Long-stop dates and material adverse change

Broken-deal disputes are rare in Bangladesh because agreements usually terminate if conditions are not met by completion or a long-stop date.[1] Material adverse effect clauses allowing a party to walk away are widely used.[1] Draft them with specifics, such as loss of a key licence, a regulatory direction or a revenue fall beyond a stated percentage, and state the exclusions. Break fees are uncommon, and because "break cost" is not defined in the foreign exchange rules, cross-border break arrangements are difficult to implement.[1]

Completion mechanics: Form 117, stamp duty, tax and RJSC filings

Completion is where a negotiated agreement can still fail on formalities. The completion clause should list every deliverable and make payment conditional on delivery of the lot, typically the executed share transfer instrument, the original share certificates, board resolutions approving the transfer and changes in the board, resignations and appointments, waivers of pre-emption rights, regulatory and lender consents and, for cross-border deals, the bank's documentation.

The share transfer instrument and RJSC

Changes in shareholders of an unlisted company are recorded with the Registrar of Joint Stock Companies and Firms by filing Form 117, while new allotments are filed on Form XV.[1] The instrument must be properly stamped and executed by transferor and transferee before the company can register it, and the RJSC procedure includes a personal confirmation step by the transferor. Our guide to share transfer in Bangladesh walks through the forms, affidavits and the in-person verification process. Build the timing of that step into the agreement, particularly where the seller lives abroad, because it can push completion past the 45-day window.

Stamp duty and who pays it

Stamp duty on a share purchase agreement is 0.2% of the consideration, and on the share transfer instrument of an unlisted company 1.5% of the consideration.[1] The agreement should say who bears each charge. Where a non-resident seller is responsible, the foreign exchange rules require its gains tax and stamp duty to be paid with funds brought in from abroad through the banking channel, and no part may be paid by the target company.[2] A clause making the company bear the seller's duty, common in domestic templates, is therefore unusable in a cross-border deal.

Tax on the share transfer

Capital gains are taxed at 15%, and income from transferring shares in a company resident in Bangladesh is deemed to arise in Bangladesh. Where the gain arises to a non-resident, the transfer cannot proceed until the tax on the gain has been paid.[3] Offshore sales are not outside the net: the Offshore Indirect Transfer Rules 2022 set out how tax is computed on an indirect transfer of Bangladesh-linked assets.[1] The agreement should allocate responsibility for the transfer tax, require evidence of payment as a completion deliverable and give the buyer a tax indemnity for pre-completion liabilities of the company.

Warranties, indemnities and the disclosure letter

Warranties are statements of fact about the company and the sale shares; indemnities are promises to pay for identified losses whether or not a warranty was breached. Representations, warranties and covenants are standard in Bangladeshi deals, and indemnities, particularly for tax, are commonly negotiated.[1] Undisclosed liabilities such as tax arrears do sometimes surface after closing, and employee claims are frequent.[1] Those two findings should drive the drafting of every share purchase agreement Bangladesh buyers negotiate.

The warranty set for a Bangladeshi target

Beyond title and capacity, the warranties that matter most locally cover the accuracy of RJSC filings and the register of members; tax and VAT compliance and the absence of open assessments; land title, mutation and registered leases; licences and permits; compliance with foreign exchange rules on past capital and loans; employment, including service rules, gratuity and participation funds; environmental clearances; litigation; and related-party transactions. Diligence findings from the process described in our M&A due diligence guide should feed directly into which matters are warranted, which are indemnified and which are fixed before completion.

Disclosure, knowledge and repetition

The seller qualifies the warranties through a disclosure letter. Resist general disclosure of the data room and insist that disclosures be fair and specific. Where the gap between signing and completion is long, as it can be with BSEC or sector approvals, repeating the warranties at completion and a right to terminate for a material breach discovered in the interim are valuable protections.

Limitations on claims

Sellers will seek a cap on liability, a de minimis threshold for individual claims, a basket that must be exceeded before claims can be made, and time limits for notifying claims. Tax and title claims usually carry longer time limits and a higher cap. The notice clause deserves care: it should state what a claim notice must contain, how it is served and when proceedings must follow. A large share of warranty disputes are lost on notice technicalities rather than on the merits.

Specific indemnities

Where diligence identifies a known risk, such as an open tax assessment, a pending suit, an unregistered land transfer or an unpaid gratuity liability, a warranty is the wrong tool because the buyer already knows of the problem. A specific indemnity, uncapped or separately capped, covering loss arising from the identified matter, with conduct-of-claims provisions giving the buyer control of the defence, is the standard solution. Pair it with an escrow or holdback so that the indemnity is backed by money.

W&I insurance

Representation and warranty insurance is growing in popularity for larger transactions in Bangladesh, procured by the seller or with the cost shared.[1] It gives the seller a cleaner exit and the buyer a creditworthy counterparty. Underwriters exclude known matters and often specific local risks, such as land title and some tax exposures, so insurance complements specific indemnities rather than replacing them.

Escrow and holdbacks under the foreign exchange rules

Escrow is the simplest protection for warranty and indemnity claims, but it requires planning where a non-resident seller is involved. An authorised dealer bank may credit a non-resident's sale proceeds to an escrow account only with Bangladesh Bank's prior permission.[2] Apply early, specify the release triggers in terms the bank can verify, and provide for what happens if permission is refused, such as a price reduction or a guarantee from an offshore parent instead.

Governing law, arbitration and the commercial courts

A share purchase agreement for a Bangladeshi target may choose a foreign governing law, but Bangladeshi law will still govern the transfer of the shares, the company's constitution, the RJSC filings, stamp duty and the foreign exchange rules. Many cross-border deals therefore choose Bangladeshi law for the whole agreement. Arbitration clauses are very common in Bangladeshi deal documents, and parties usually take disputes to arbitration rather than to court.[1]

The clause should name the seat, the institutional rules, the number of arbitrators and the language, and carve out interim relief from the courts and expert determination for accounting disputes. Our guide to drafting an arbitration clause in Bangladesh covers the options. Where a dispute does reach court, the specialised commercial courts now hear listed categories of business dispute, including joint venture agreements, and the 2026 regime introduced mandatory pre-suit mediation.[12] The Commercial Court Ordinance 2026 has since been replaced by the Commercial Courts Act 2026 (Act No. 23 of 2026); our guide to the Commercial Courts Act explains the categories and procedure.

M&A valuation in Bangladesh: the methods regulators accept

Valuation is both a commercial negotiation and, increasingly, a regulatory requirement. For a domestic deal between residents in an unlisted company, the parties may agree any price. Once a non-resident is involved, the price must be a fair value that the authorised dealer bank, and in some cases Bangladesh Bank, will accept. For listed companies, BSEC sets its own expectations. A share purchase agreement Bangladesh buyers sign should state the valuation basis on which the price rests, because that basis becomes evidence if the price is later disputed.

Net asset value

Bangladesh Bank accepts fair value derived from the net asset value, market and discounted cash flow approaches, as a weighted average or by a single suitable method on justified grounds.[2] Under the asset approach, the bank must confirm that the audited accounts show no revalued assets, no intangibles and no expenses or losses carried as assets, and total asset growth more than 10% above the industry average in any of the last three years is treated as a warning sign. Revaluation reserves are accepted only under strict conditions, including at least three years between revaluations of the same asset class and no upward revaluation within two years of acquisition.[2]

Market multiples

The market approach uses price-to-earnings, price-to-book and price-to-sales multiples drawn from listed Bangladeshi peers with similar products, or the overall market multiple where no peer exists. Earnings and sales are taken over the last three audited years, market values are averaged over the year before the MoU, and values beyond 2.5 standard deviations from the mean are preferably disregarded.[2] The circular also contemplates adjustments such as a control premium or minority discount, a liquidity discount for private businesses and a size-specific risk premium.[2]

Discounted cash flow

For a discounted cash flow valuation, the circular requires the discount rate to be the higher of the weighted average cost of capital and the 20-year Bangladesh Government Treasury Bond yield on the MoU date, with a five-year forecast based on industry outlook and, where available, firm sales contracts. Terminal value uses the Gordon Growth Model, with growth generally not exceeding long-term economic growth or inflation.[2] That floor on the discount rate restrains optimistic valuations.

Who values, and who carries the risk

The valuer must be a merchant banker licensed by BSEC or a chartered accountant listed with Bangladesh Bank or BSEC for auditing banks, financial institutions and listed companies, independent of the target, its directors and auditors.[2] The valuer remains fully liable for errors, omissions or misstatements even after the report is accepted, and Bangladesh Bank and the authorised dealer reserve the right to reassess the value if they find assets overvalued or liabilities understated.[2] The agreement should allocate the consequences of a reassessment.

Listed companies and the draft Corporate Restructuring Rules 2026

For purchases of listed shares on the exchange, the price is the current market price. For negotiated deals in listed shares, no method is mandated, but BSEC may require a valuation certificate.[1] On 23 May 2026 BSEC published the draft Bangladesh Securities and Exchange Commission (Corporate Restructuring) Rules 2026 for public comment.[4] The draft would apply to mergers, demergers, amalgamations and arrangements involving a listed company and would require an independent valuer, from BSEC's audit panel or a registered merchant banker, who is neither the company's statutory auditor nor its corporate adviser.[4]

Under the draft, consideration must be fair and reasonable and not prejudicial to any class of shareholders or creditors, at least two absolute and two relative valuation methods must be used, the discount rate cannot fall below the 10-year treasury bond yield, and a registered merchant banker must give a fairness opinion.[4] The draft would also require approval by at least 75% of general shareholders present and voting, excluding sponsors, directors and holders of 5% or more.[4] Until the rules are finalised, treat them as a guide to what BSEC will expect, and build their standards into valuation and fairness work on any listed restructuring.

Valuation as dispute evidence

In a warranty claim, loss is often measured as the difference between the price paid and the value the shares would have had if the warranty had been true, so the valuation behind the price becomes the claimant's starting point. In a scheme objection, a minority holder will attack the exchange ratio through the same reports. Keep the valuation file; it is the evidence you will need later.

Merger disputes in Bangladesh: post-closing claims and remedies

Litigation is generally uncommon in Bangladeshi M&A, but post-closing claims, earn-out disagreements and minority challenges do arise.[1] How they are resolved depends on the clause the parties signed, the statute that applies and, for schemes, the High Court Division's supervisory role. Shareholder conflict inside a going concern is covered in our guide to shareholder disputes in Bangladesh; this section concentrates on disputes that grow out of the transaction itself.

Warranty and indemnity claims

A buyer that discovers a problem after completion should first read the agreement's claims procedure and limitation provisions, then serve a notice that complies with them precisely. The notice should identify the warranty or indemnity, the facts, and a good-faith estimate of loss. For a third-party claim such as a tax demand, the conduct-of-claims clause decides who runs the defence; a buyer that settles without required consent may lose its indemnity.

Completion accounts and earn-out disputes

Disagreements over completion accounts and earn-out calculations are best resolved by expert determination: an independent accountant who decides the figures, acting as expert and not as arbitrator, within a fixed timetable. The clause should define the accounting policies, the scope of the expert's remit, the information each party must provide and whether the decision is final except for manifest error. Disputes about whether the buyer ran the business in breach of earn-out covenants are questions of contract and belong in the main arbitration.

Minority oppression under section 233

Section 233 of the Companies Act 1994 allows a member or debenture holder who meets the qualifying requirements of section 195 to apply to the High Court Division for relief against conduct prejudicial to members. Under section 195(a), the threshold is members holding not less than one-tenth of the issued share capital. In Company Matter No. 465 of 2026, decided on 13 July 2026, the High Court Division dismissed a petition as not maintainable because the petitioners were not entered in the company's register of members in respect of the shares they relied on and fell short of the threshold.[5]

The lesson is direct: register the transfer promptly after completion, and give any stake below 10% contractual protection through reserved matters, information rights and put options.

Objecting to a scheme of arrangement

Schemes of amalgamation and arrangement under sections 228 and 229 of the Companies Act require the sanction of the High Court Division. The court may approve or reject a scheme, may reject one that conflicts with the public interest or is not generally beneficial, may direct that the scheme be revised, and may ask other regulators to assess its viability and effects.[6] In Robi Axiata Limited v RJSC (2016), the court took account of the telecom regulator's expert evaluation and public hearing; in Summit Power Limited v Summit Narayanganj Power Ltd (2018), it directed the petitioner to revisit some scheme clauses before the merger could proceed.[6]

Creditors and shareholders who object should appear at the sanction hearing with evidence, not just complaints: a competing valuation, proof that a class was wrongly constituted, or evidence that disclosure in the explanatory statement was incomplete. After a court-approved transfer approved by at least 75% of shareholders, the transferee may give 21 days' notice to acquire dissenting shares unless dissenters successfully apply to court within 30 days.[1] That 30-day window is the dissenter's last chance to contest the price.

Choosing the forum for merger disputes

Contract claims under the share purchase agreement go to the agreed arbitration, or, absent one, to the commercial courts. Statutory claims, such as section 233 petitions and scheme objections, belong to the High Court Division's company jurisdiction and are not arbitrable in the ordinary way. A dispute that mixes both needs careful sequencing. Where an award is made, our guides on enforcing arbitral awards in Bangladesh and setting aside an award cover the next stage.

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Capital market disputes in Bangladesh: BSEC, the courts and the Special Tribunal

Capital market disputes differ from private M&A disputes because the regulator is usually a party. They arise from BSEC enquiries and penalties, takeover and disclosure breaches, manipulation allegations, broker failures and investor claims against issuers. In listed deals, the agreement should allocate responsibility for announcements and include an indemnity for losses caused by the other party's regulatory breach. The regulatory obligations themselves are covered in our guides to BSEC compliance and securities law in Bangladesh; here we focus on how disputes are fought.

Scale of enforcement in 2025 and 2026

Enforcement has intensified since August 2024. On 9 June 2026 the Finance Minister, Amir Khosru Mahmud Chowdhury, told parliament that BSEC had imposed fines of Tk 14.96 billion on individuals and institutions over irregularities, manipulation and controversial transactions, and that as of 13 May 2026 the Commission had carried out 114 inquiries, 12 investigations, 64 inspections and 675 enforcement actions.[10] Several matters were referred to the Anti-Corruption Commission.[10]

BSEC hearings, review and the 15% deposit

The decisive stage is usually the hearing before BSEC imposes a penalty. A written response that engages with the evidence, the specific rule and the role of each individual is worth more than a later court challenge. A BSEC inquiry committee reported in September 2025 that accused parties may seek revision within three months and then have six more months to appeal a penalty, and recommended shortening those periods.[9] Under the Securities and Exchange Ordinance 1969, a party must deposit 15% of the penalty before bringing legal proceedings against BSEC.[8]

The courts have enforced that requirement. In November 2025 the High Court Division upheld BSEC's penalties of more than Tk 4 billion on 22 investors over manipulation of Beximco and BD Finance shares, vacating earlier stay orders and discharging the rules; the investors' failure to pay the 15% deposit was one reason the rules were discharged.[8] A writ petition without the deposit, or without a clear legal error in the Commission's process, is now a weak strategy.

The Special Tribunal

Capital market criminal cases under the Securities and Exchange Ordinance are heard by the Special Tribunal established in 2012 under section 25B(1) of the Ordinance for the quick disposal of capital market cases.[7] Its first verdict, on 3 August 2015, jailed an individual for two years for stock price manipulation through social media in 2010. By February 2020, 25 cases had been transferred to it, of which 11 were settled and 10 stayed by the High Court Division.[7]

Investor complaints against brokers and issuers

Investors with claims against a broker should act quickly and in writing. When the Dhaka Stock Exchange cancelled the trading rights of Sonali Securities in May 2026, it required claims, complaints and dues to be submitted in writing with supporting documents to its chief regulatory officer or through Central Depository Bangladesh Limited's online complaints module, with a deadline of 21 May 2026.[11] Missing a notified deadline can leave an investor with only a slower civil claim.

2025 and 2026 developments affecting share purchase agreement Bangladesh practice

Beyond the FEID master circular and BSEC's draft restructuring rules discussed above,[2] [4] two further developments matter. First, the specialised commercial court regime, now the Commercial Courts Act 2026 (Act No. 23 of 2026), offers a faster court route and mandatory pre-suit mediation for listed business disputes.[12]

Second, the commerce ministry is drafting a Companies (Third Amendment) Act 2026 that would introduce electronic registers, including for share transfers, require declarations where a registered shareholder is not the true beneficial owner, with a fine of up to Tk 50,000, and increase penalties across the Act.[14] No enactment date has been announced. Agreements signed now should require the seller to warrant beneficial ownership of the sale shares, and the buyer to make any declaration the amended law requires after completion. The creation of Invest Bangladesh in August 2026 also changes the agency counterpart for many foreign investors.[13]

Mistakes to avoid in a share purchase agreement Bangladesh deal

Using a foreign template without adapting it to the foreign exchange rules is the most common error: escrow, deferred payments, break costs and company-paid stamp duty can all conflict with the master circular. Setting a long-stop date that ignores the 45-day window, BSEC approval timelines or the RJSC's in-person confirmation is a close second. Relying on general warranties for risks diligence has already identified, instead of specific indemnities backed by escrow, leaves the buyer arguing about disclosure rather than collecting money.

Other mistakes recur: failing to register the transfer promptly, accepting uncapped tax indemnities without time limits, omitting expert determination for accounts, and treating BSEC hearings as formalities until the 15% deposit requirement blocks a court challenge. Each is avoidable at the drafting stage.

For help with a share purchase agreement Bangladesh transaction or the dispute that follows, see our capital markets practice and corporate and shareholder disputes practice, or contact TRW.

Frequently asked questions

Is there a prescribed form of share purchase agreement in Bangladesh?

No. For unlisted targets the parties negotiate their own terms. Market practice covers price and payment, adjustments, escrow, conditions, closing, warranties, indemnities, governing law and dispute resolution.[1]

What stamp duty applies to a share purchase in Bangladesh?

Stamp duty is 0.2% of the consideration on the share purchase agreement and 1.5% of the consideration on the share transfer instrument of an unlisted company.[1]

How is tax charged on selling shares in a Bangladeshi company?

Capital gains are taxed at 15%. Income from transferring shares in a Bangladeshi resident company is deemed to arise in Bangladesh, and a transfer giving a non-resident a gain cannot proceed until the tax has been paid.[3]

Does a foreign buyer need Bangladesh Bank approval to buy shares?

Usually not, if the transfer is at fair value under FEID Circular No. 01 of 2026. Deals up to BDT 10 million can be supported by a joint statement; larger deals need a valuation report. Exits by non-residents above the circular's thresholds need approval.[2]

Which valuation methods does Bangladesh Bank accept?

Net asset value, market multiples and discounted cash flow, used as a weighted average or singly on justified grounds. The DCF discount rate must be at least the 20-year treasury bond yield or WACC, whichever is higher.[2]

Can sale proceeds be held in escrow in a cross-border deal?

Yes, but a non-resident's sale proceeds can be credited to escrow only with Bangladesh Bank's prior permission, so the application should be made well before completion.[2]

Is W&I insurance available for Bangladeshi deals?

Yes. Representation and warranty insurance is growing in popularity for large transactions, bought by the seller or with the cost shared, though known risks and some local exposures are typically excluded.[1]

Who can bring an oppression petition under section 233?

A member or debenture holder meeting section 195, which for members means holding at least one-tenth of the issued share capital. In July 2026 the High Court Division dismissed a petition by holders who were not on the register for the shares relied on.[5]

How can a BSEC penalty be challenged?

By engaging fully at the hearing, seeking review, and then going to court. A party must deposit 15% of the penalty before bringing legal proceedings against BSEC, and the High Court Division has upheld that requirement.[8]

What is the capital market Special Tribunal?

A tribunal established in 2012 under section 25B(1) of the Securities and Exchange Ordinance 1969 to try capital market offences quickly. Many of the cases transferred to it have been stayed by the High Court Division.[7]