Most businesses in Bangladesh are run through a private limited company. An ordinary private company is formed by two or more persons. Bangladesh also has a statutory One Person Company (OPC) regime, which a single founder can use. The requirements for shareholders and directors depend on the type of company.

Getting Registered

1. Apply to the Registrar of Joint Stock Companies and Firms (RJSC) for name clearance.
2. Prepare the memorandum and articles of association, which set out what the company may do and how it is run.
3. File the incorporation forms with details of the directors, shareholders and registered office, and pay the fees.
4. The RJSC issues the certificate of incorporation. The company exists from that date.

Before You Start Trading

• A trade licence from the city corporation or other local authority.
• A tax identification number (e-TIN), and VAT registration where the business needs it.
• A company bank account.
• Any licence particular to your sector.

Ongoing Compliance

Companies file annual returns with the RJSC, and changes such as new directors, share transfers or a new registered office must also be filed within fixed time limits. What a company must do each year, including general meetings, audit and other filings, depends on the type and circumstances of the company. Late filings attract penalties, so it pays to keep a calendar.

A foreign company can enter Bangladesh in three main ways. The appropriate structure depends on the activities you intend to carry on and the regulatory requirements that apply to them.

Subsidiary Company

A Bangladeshi company incorporated with the RJSC, owned wholly or partly by the foreign parent. It is a separate legal entity and can carry on any business within its objects.

Branch Office

An extension of the foreign company, not a separate entity. It needs permission from the Bangladesh Investment Development Authority (BIDA) and is then registered with the RJSC. It may carry on the commercial activities BIDA approves and earn income here. The parent remains answerable for what the branch does.

Liaison Office

Also set up with BIDA permission, but limited to liaison, coordination and gathering information. It cannot earn income in Bangladesh; its costs are met by funds sent from the parent.

Points to Plan For

• Branch and liaison permissions are granted for a limited period and must be renewed.
• BIDA’s current materials refer to an inward remittance of US$50,000 in specified contexts, including locally incorporated joint venture and wholly foreign-owned companies and certain establishment and visa-related processes. It is not a universal requirement for every foreign investor or every structure, so check whether it applies to yours.

“Foundation” is not a legal form of its own in Bangladesh. A body that calls itself a foundation is set up as a trust, a society or a not-for-profit company. The choice turns on who is to control it and how it will be funded.

Trust

Under section 5 of the Trusts Act 1882, a trust of immovable property is created by a non-testamentary instrument in writing, signed and registered, or by will. The trust is then run by trustees in line with that instrument. It suits a family or a small group of donors who want to keep control.

Society

Registered with the RJSC under the Societies Registration Act 1860. It is built around members and an elected governing body, so it suits associations, clubs and membership organisations. Clearances are part of the process and take time.

Not-for-Profit Company

Section 28 of the Companies Act 1994 concerns associations formed for purposes other than profit. With a government licence, such an association can be registered as a company, and it then carries company filing duties. It offers the firmest governance structure and is often preferred by institutional funders.

Foreign Funding

Where voluntary activities are carried out using foreign donations, the Foreign Donations (Voluntary Activities) Regulation Act 2016, as amended in 2026, applies. Registration with the NGO Affairs Bureau and the required project approvals are needed for those activities, whichever form the body takes.

Under Article 102 of the Constitution, the High Court Division may give directions and orders to enforce fundamental rights, and may review the acts and proceedings of persons performing functions in connection with the affairs of the Republic or of a local authority. A writ petition is the application that asks the court to use those powers.

What the Court Can Do

• Direct an authority to do what the law requires of it.
• Stop an authority from acting beyond its powers.
• Declare that a decision was made without lawful authority.
• Order that a person in custody be brought before the court.
• Ask a person by what authority they hold a public office.

When It Fits

A writ is suited to a decision of a government body or statutory authority that is unlawful, outside its powers or reached unfairly, and that affects you directly. Where a fundamental right is not in issue, the court will also ask whether you have another equally effective remedy, such as a statutory appeal.

When It Does Not

A dispute between private parties, such as a breach of contract, is ordinarily a matter for the appropriate civil court, tribunal or arbitral forum. The same is true of a case that turns on contested facts needing witnesses.

Timing

Act promptly. Delay can be a reason for refusing relief. If the court sees an arguable case it issues a Rule and may make an interim order while the matter is pending.

Most land disputes begin with a purchase made on trust. These are the checks to complete before any money changes hands.

• Chain of deeds. Ask for the seller’s deed and the earlier deeds behind it, and see that each transfer links to the next. How far back to search is a matter of due diligence, not a fixed statutory rule. A search of 25 years or more is common practice, depending on the property and the circumstances.
• Khatians. Compare the survey records (CS, SA, RS and the latest survey) for consistent owners, plot numbers and area.
• Mutation. Confirm at the Assistant Commissioner (Land) office that the land is mutated in the seller’s name.
• Land tax. Check that land development tax is paid up to date.
• Sub-registry search. Search for earlier sales, mortgages or other charges over the same land.
• Possession. Visit the land, have it measured, and find out who is actually in occupation.
• Heirs and attorneys. If the land was inherited, every heir must join the sale. If someone is selling under a power of attorney, check that it is valid and registered.
• Claims. Ask about pending cases, acquisition notices and any government interest.

The Contract for Sale

A contract for sale of immovable property must be in writing and registered. Under the Registration Act 1908, as amended with effect from 1 January 2026, it must be presented for registration within 60 days of being signed.

The Sale Itself

The contract does not transfer ownership. Ownership passes only by a registered instrument of sale. After the sale deed is registered, apply for mutation in your own name without delay.

Trade marks are registered under the Trade Marks Act 2009 with the Department of Patents, Designs and Trademarks (DPDT).

The Steps

1. Search the register for identical or similar marks.
2. File the application, showing the mark and listing the goods or services under the international (Nice) classes.
3. The registry examines it and may raise objections, which must be answered in time.
4. If accepted, the application is published in the Trade Marks Journal.
5. Anyone may oppose it within two months of publication of the application.
6. If there is no successful opposition, the registration certificate is issued.

How Long It Lasts

Registration runs for seven years and can be renewed for periods of ten years.

When to File

File before you launch. The process can take a long time. Once registered, the registration takes effect from the date of application, subject to the Trade Marks Act, so an early filing date matters.

An arbitration clause is often added to a contract at the last minute. A few lines, drafted with care, decide how well it works when a dispute arrives.

• Scope. Cover “all disputes arising out of or in connection with” the contract, so that nothing falls outside.
• Seat. Name the place of arbitration. It decides which law governs the procedure and which courts supervise it. With a seat in Bangladesh, the Arbitration Act 2001 applies.
• Rules. Choose between an arbitration run under the Act alone and one administered by an institution under its rules.
• Arbitrators. State whether there will be one or three, and how they are appointed.
• Language. State the language of the proceedings.
• Governing law. Say which country’s law governs the contract. This is separate from the seat.

Mistakes to Avoid

• Naming an institution that does not exist, or naming it wrongly.
• A separate clause giving a court jurisdiction over the same disputes.
• Wording that says the parties “may” arbitrate when you mean they must.

Many non-resident Bangladeshis inherit land or a flat they cannot easily visit. These are the steps that protect it.

Establish Who the Heirs Are

Succession can be evidenced in more than one way. A warish certificate from the local council, listing the heirs, is commonly used to update land records, but it is not the only possible evidence. For bank deposits, shares and other money owed to the deceased, a succession certificate from the court is generally needed. The shares each heir takes are fixed by the personal law that applied to the deceased.

Put the Records in the Heirs’ Names

Apply for mutation at the Assistant Commissioner (Land) office and keep the land development tax paid. Out-of-date records are where most later problems begin.

Divide It, If You Wish

Heirs who agree can divide the property by a registered partition deed. If they cannot agree, the remedy is a partition suit.

Acting from Abroad

You can appoint someone in Bangladesh under a power of attorney. What a power of attorney signed abroad needs by way of authentication, stamping and registration depends on where it is signed, what it authorises and the property involved. Time limits can apply, so take advice before you sign and send the document promptly.

Keep an Eye on It

Check who is in possession, and look at the land record from time to time.