Corporate Lawyer in Dhaka
If you are running a business in Dhaka, you deal with contracts, shareholder decisions, RJSC filings, and sometimes disputes. One mistake — a poorly drafted agreement, a missed board resolution, or a wrong RJSC form — can cost your company time, money, and credibility.
Legal Advice BD provides full corporate law services in Dhaka. As your corporate lawyer in Dhaka, we handle everything from company setup and contract drafting to M&A transactions, legal due diligence, board resolutions, and corporate governance compliance — all under one roof.
Listed on Lawzana & Justia
What Does a Corporate Lawyer in Dhaka Do?
A corporate lawyer handles the legal side of how a business is set up, run, bought, sold, or closed. This is different from a litigation lawyer, who mainly works inside a courtroom. Corporate lawyers mostly work behind the scenes — drafting documents, reviewing contracts, advising on deals, and making sure a company follows the law.
In Bangladesh, corporate law is primarily governed by the Companies Act, 1994. Most corporate matters also involve the Contract Act 1872, the Income Tax Act 2023, BIDA regulations, and rules from Bangladesh Bank and the National Board of Revenue (NBR).
At Legal Advice BD, a corporate lawyer in Dhaka handles:
Company Registration at RJSC — Private limited, public, OPC, partnership, foreign
Mergers, acquisitions, and business restructuring (M&A)
Legal due diligence before a deal or investment
Contract drafting, review, and negotiation
Board resolutions, AGM, EGM, and company secretarial work
RJSC compliance filings — Schedule X, Form XII, Form XV, Form 117
Corporate governance advisory and shareholders agreements
Foreign investment structuring — BIDA, Bangladesh Bank, FDI
Share transfer, share allotment, and capital restructuring
Company Bench litigation at the High Court Division
Why Dhaka Businesses Need a Corporate Lawyer
Many business owners think they only need a lawyer when something goes wrong. In reality, proper corporate legal advice prevents problems before they start. Here is where businesses in Dhaka most often run into legal trouble without a corporate lawyer:
| Common Situation | What Goes Wrong Without a Corporate Lawyer |
|---|---|
| Signing a contract without legal review | One-sided clauses, unenforceable terms, disputes later |
| Informal shareholder arrangement | No legal protection if a partner exits or a dispute arises |
| Missing AGM or board meeting deadlines | RJSC fines and invalid company decisions |
| Buying a business without due diligence | Hidden tax liabilities, disputed ownership, unpaid debts |
| No proper board resolution for major decisions | Decisions challenged by shareholders or rejected by banks |
| Foreign investment without BIDA/Bangladesh Bank guidance | Blocked capital remittance, FDI rejection, compliance failure |
Our Corporate Law Services in Dhaka
We provide corporate legal services for companies of all sizes — from small startups to large enterprises and foreign subsidiaries. Here is what we handle:
Company Lawyer Services — RJSC & Company Affairs
Every company registered in Bangladesh must follow the Companies Act, 1994. This means setting up the Memorandum of Association (MoA) and Articles of Association (AoA) correctly, filing annual returns on time, and maintaining proper statutory records. We handle:
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Private limited, public, OPC, partnership, and foreign company registration at RJSC
Drafting and review of MoA and AoA
RJSC annual returns — Schedule X, Form XII, Form XV, Form 117
Share allotment, share transfer, and authorized capital increase
Change of directors, registered address, and company name
AGM/EGM — DVC audit issue resolution, statutory audit compliance
Voluntary winding up and company closure
M&A Lawyer in Dhaka — Mergers, Acquisitions & Business Transfers
Mergers and acquisitions are among the most complex deals in corporate law. Whether you are buying a business, selling shares, merging two companies, or restructuring a group, every step needs careful legal work. A badly structured M&A deal can leave you with hidden tax liabilities, disputed ownership, or regulatory non-compliance long after the deal closes. Our M&A legal services include:
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Transaction structuring — share deal vs. asset deal
Drafting and negotiating Share Purchase Agreements (SPA)
Joint Venture Agreements (JVA) and Shareholders' Agreements
Business Sale and Purchase Agreements
Non-Disclosure Agreements (NDA) and Non-Compete Agreements
Post-merger integration legal advice
Regulatory approvals — BIDA, Bangladesh Bank, BSEC where applicable
Company Bench representation if deal disputes reach the High Court
Due Diligence Lawyer in Bangladesh — Know What You Are Buying
Due diligence is a legal investigation of a company before you invest in it, acquire it, or enter a major contract with it. The goal is to find the real legal and financial condition of the business — before you sign anything. Many deals in Bangladesh collapse after signing because buyers discover undisclosed tax liabilities, RJSC non-compliance, or disputed land titles. A proper due diligence report protects you before the deal, not after. Our due diligence covers:
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| Area | What We Review |
|---|---|
| Corporate | RJSC filings, Certificate of Incorporation, MoA/AoA, shareholder structure, share transfer history |
| Legal & Litigation | Pending lawsuits, court cases, arbitration proceedings, writs filed against the company |
| Tax & Financial | NBR compliance, income tax returns, VAT (BIN) filings, outstanding tax demands |
| Property & Land | Ownership title, mutation records, encumbrances, mortgages, disputed property |
| Regulatory | Trade license, BIDA registration, sector-specific licenses, environmental clearance |
| Contracts | Key supplier agreements, customer contracts, employment terms, IP assignments |
We prepare a written due diligence report that clearly identifies risks, flags unresolved issues, and gives you the information you need to make a confident decision.
Contract Lawyer in Dhaka — Drafting, Review & Negotiation
Every business runs on contracts. A well-drafted contract protects you. A poorly drafted one can expose you to liability and loss. In Bangladesh, contracts are governed by the Contract Act, 1872, along with sector-specific rules. We handle:
Commercial contracts — supply, distribution, and service agreements
Joint venture and partnership agreements
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Employment contracts and HR policies
Non-Disclosure Agreements (NDA) and confidentiality terms
Technology, licensing, and IP agreements
Loan agreements and security documents
Franchise and agency agreements
EPC (Engineering, Procurement & Construction) contracts
Reviewing foreign-law contracts that involve Bangladeshi parties
We review contracts in plain English or Bangla, explain every clause to you, and flag anything that puts you at risk — before you sign.
Board Resolution Lawyer in Dhaka — Getting Company Decisions Right
A board resolution is a formal written record of a decision made by the company's board of directors. Under the Companies Act, 1994, many important company actions must be authorized through a properly passed resolution — or they are legally invalid. Common decisions that need a board resolution in Bangladesh:
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Opening or closing a corporate bank account
Authorizing signatories for financial transactions
Approving financial statements before RJSC filing
Share allotment or transfer of shares
Appointing or removing a director
Taking loans or creating charges on company assets
Approving large contracts or transactions
Calling an AGM or EGM
Companies Act, 1994 — key requirements: Under Section 96, board meetings must be held at least four times a year. Under Section 81, the first AGM must be held within 18 months of incorporation. After that, no more than 15 months can pass between two AGMs. Missing these deadlines attracts RJSC fines and potential court-ordered meetings.
We help companies with:
Drafting valid board resolutions for specific decisions
Preparing AGM and EGM notices, agendas, and minutes
Filing Schedule X, Form XII, Form 117 at RJSC after meetings
Advising on quorum rules and voting procedures under the Companies Act
Resolving DVC audit issues and getting companies back into compliance
Representing companies when RJSC raises compliance queries
Corporate Governance Lawyer in Bangladesh
Corporate governance means having clear rules for how your company is run — how decisions are made, how shareholders are treated, and how the board is held accountable. Good governance protects shareholders, directors, employees, and creditors alike. In Bangladesh, corporate governance requirements come from:
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Companies Act, 1994 — applies to all RJSC-registered companies
Bangladesh Securities and Exchange Commission (BSEC) — for publicly listed companies
BIDA guidelines — for foreign-invested companies
Bangladesh Bank regulations — for financial institutions
Our corporate governance services include:
Structuring board composition and director appointment procedures
Drafting shareholders' agreements to protect minority shareholder rights
Setting up internal governance frameworks and board charters
Advising on related-party transactions and conflict-of-interest policies
Compliance review for listed companies under BSEC guidelines
Handling disputes between directors or shareholders
Foreign Investment & BIDA Legal Services
Bangladesh allows 100% foreign ownership in most sectors. But foreign investors must navigate BIDA registration, Bangladesh Bank approvals, capital remittance rules, and RJSC compliance — all of which have specific legal requirements. We assist foreign investors with:
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Private limited company registration for foreign-owned businesses
BIDA registration and investment approval
Bangladesh Bank approvals for capital remittance and profit repatriation
Encashment Certificate and inward remittance documentation
Branch office and subsidiary company setup
Joint venture structuring with Bangladeshi partners
Work permit and BIDA endorsement for foreign directors
FDI compliance and annual reporting to Bangladesh Bank
Key Laws That Govern Corporate Matters in Bangladesh
Our corporate lawyers work with all of the following legal frameworks:
| Law / Regulation | What It Covers |
|---|---|
| Companies Act, 1994 | Formation, management, compliance, winding up of all companies registered in Bangladesh |
| Contract Act, 1872 | Enforceability of contracts, offer, acceptance, consideration, breach |
| Income Tax Act, 2023 | Corporate income tax, withholding tax, transfer pricing, NBR dealings |
| VAT and SD Act, 2012 | VAT registration (BIN), return filing, VAT on business transactions |
| BIDA Act, 2016 | Foreign investment approvals, BIDA registration, investor facilitation |
| Foreign Exchange Regulation Act, 1947 | Capital remittance, profit repatriation, Bangladesh Bank approvals |
| Partnership Act, 1932 | Corporate governance and disclosure for publicly listed companies |
Who We Serve
Our corporate lawyers in Dhaka work with:
Local entrepreneurs and startup founders setting up their first company
SMEs needing ongoing RJSC compliance and company secretarial support
Foreign investors entering Bangladesh through FDI or joint ventures
Non-resident Bangladeshis (NRBs / Probashi) setting up businesses from abroad
Multinational companies needing a local corporate lawyer in Dhaka
Companies going through a merger, acquisition, or restructuring
Listed companies needing BSEC compliance and corporate governance advice
Individuals buying or selling a business and needing due diligence
Why Choose Legal Advice BD as Your Corporate Lawyer in Dhaka?
There are many law firms in Dhaka. Here is what sets Legal Advice BD apart for corporate legal matters:
| What We Offer | Details |
|---|---|
| Proven numbers | 110+ company incorporations. 300+ RJSC returns filed. BDT 1.5 crore+ recovered in litigation (2023). USD 2 billion advisory transaction (2024). |
| Experienced head of chamber | Advocate Nashir Ahmed Kushol has 7+ years in corporate and civil law. Listed on Lawzana and Justia. Also an Associate Partner at HT Advisory Services. |
| Full corporate coverage | Company setup, M&A, due diligence, contracts, board resolutions, governance, and High Court representation — all under one roof. |
| Court experience | Regular appearances before the Company Bench of the High Court Division, Dhaka Metropolitan & District Courts, and Tribunals. |
| Plain language | We explain every legal step clearly. No legal jargon, no hidden surprises. |
| Foreign client friendly | We serve NRBs, foreign investors, and multinational companies. Remote consultations available. |
| Established firm | Founded in 2018. Consistent appearances before District Courts, Tribunals, and the Supreme Court of Bangladesh since inception. |
Frequently Asked Questions
What is the difference between a corporate lawyer and a litigation lawyer in Bangladesh?
A corporate lawyer handles business legal matters — contracts, company setup, compliance, M&A, governance. A litigation lawyer represents clients inside a courtroom. At Legal Advice BD, we do both. We advise on corporate matters and also represent companies before the High Court Company Bench and other courts when disputes arise.
Do I need a corporate lawyer to register a company in Bangladesh?
You can file at RJSC on your own. But most first-time applicants make errors in the MoA, AoA, or submission forms that cause rejection and delays. A corporate lawyer makes sure the filing is correct from day one, which saves you time and re-submission costs.
What does an M&A lawyer do in Bangladesh?
An M&A lawyer structures the deal, runs due diligence, drafts transaction documents (SPA, JVA, shareholders agreements), handles regulatory approvals, and helps both parties close correctly. Without legal support, M&A deals in Bangladesh frequently stall or lead to post-closing disputes over ownership, taxes, or compliance.
Why is due diligence important before buying a business in Bangladesh?
Due diligence shows you the real legal and financial condition of a business before you buy. In Bangladesh, many companies have undisclosed tax liabilities, RJSC compliance gaps, disputed land titles, or pending court cases. Without due diligence, you take on all those problems the moment you sign.
What is a board resolution and when do I need one in Bangladesh?
A board resolution is a formal written record of a decision made by the company's board of directors. Under the Companies Act, 1994, many business actions — opening a bank account, transferring shares, taking a loan, approving financial statements — must be backed by a properly passed resolution. If the resolution is missing or incorrectly drafted, the action can be legally challenged by shareholders, regulators, or banks.
Can a foreign investor hire a corporate lawyer in Dhaka for BIDA registration?
Yes. We regularly assist foreign companies and individual investors with BIDA registration, Bangladesh Bank approvals, RJSC filings, and ongoing corporate compliance. Remote consultations are available for clients outside Bangladesh.
Does Legal Advice BD handle corporate disputes in court?
Yes. Our lawyers appear before the Company Bench of the High Court Division and other courts in Dhaka. We handle shareholder disputes, winding-up petitions, injunctions, and breach of contract claims in corporate matters.
What is the best corporate law firm in Dhaka for small businesses and startups?
Legal Advice BD is one of the best options for small businesses and startups in Dhaka. We offer clear, fixed-scope services — from company registration to ongoing compliance — at fees that work for early-stage companies. We have helped 110+ businesses complete their incorporation correctly and are ready to help yours.
Related Legal Services at Legal Advice BD
Corporate law often overlaps with other practice areas. Here are related services we provide:
| Service | What It Covers |
|---|---|
| Company Lawyer in Bangladesh | RJSC filings, company registration, share transfers, company secretarial work |
| Income Tax Lawyer in Bangladesh | Corporate tax returns, NBR disputes, tax planning, freelancer tax |
| VAT Lawyer in Bangladesh | BIN registration, monthly VAT returns, VAT dispute resolution |
| Property Lawyer in Dhaka | Land title vetting, mutation/namjari, succession, property due diligence |
| Business Setup, Startup & FDI | BIDA registration, startup legal support, joint ventures, FDI structuring |
| Litigation Services | Company Bench, writ petitions, civil and commercial disputes, money suits |
Talk to a Corporate Lawyer in Dhaka Today
Whether you need help with a company matter, a contract review, an M&A deal, or a due diligence report — Legal Advice BD is ready to assist. We serve clients across Dhaka, Bangladesh, and internationally. Remote consultations are available for NRBs and foreign investors.
Schedule an appointment: legaladvicebd.com/schedule-an-appointment/
Describe your matter and get an initial response from our corporate law team
First consultation available to assess your specific legal needs
Schedule now: Visit legaladvicebd.com/schedule-an-appointment/ to book a consultation with Advocate Nashir Ahmed Kushol or a member of our corporate law team in Dhaka.
About the Author
Advocate Nashir Ahmed Kushol is the Founder and Managing Partner of Legal Advice BD, a corporate and civil law firm established in Dhaka in 2018. He has 7+ years of experience in corporate law, specializing in company formation, M&A, RJSC compliance, income tax, and business setup in Bangladesh.
He has completed 110+ company incorporations, filed 300+ RJSC returns, recovered BDT 1.5 crore through strategic litigation in 2023, and advised on a USD 2 billion financial restructuring transaction in 2024. He also serves as Associate Partner at HT Advisory Services.
Legal Advice BD appears regularly before the Dhaka Metropolitan & District Courts, Tribunals, and the High Court Division of the Supreme Court of Bangladesh.