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Corporate Structuring
Building a business in Bangladesh requires more than registering a company. The right structure determines how efficiently the business can operate, raise investment, manage tax exposure, comply with local regulations, and grow across borders. As a dedicated corporate structuring law firm in Bangladesh, Dewey and LeBoeuf LLP supports founders, investors, international companies, and established enterprises with clear, strategic, and compliant structuring solutions.
Our corporate lawyers help businesses choose the most effective vehicle whether it is a private limited company, joint venture, holding company, branch office, liaison office, or other structure recognized under Bangladeshi law. A strong corporate structure reduces legal risk, improves governance, supports due diligence, and protects stakeholders from unnecessary liability.
Bangladesh has one of the most rapidly expanding markets in South Asia, but its regulatory landscape can be complex. Companies must follow the Companies Act, BIDA requirements, Bangladesh Bank rules, tax regulations, foreign investment policies, and other sector specific laws. Mistakes in structuring can lead to penalties, compliance issues, or future investment barriers. This is why working with an experienced corporate lawyer and a full service corporate law firm is essential.
Dewey and LeBoeuf LLP advises clients on structure selection, multi entity planning, shareholder alignment, investment readiness, tax efficient frameworks, governance, and restructuring. Whether you are setting up a startup, expanding an international business, or reorganizing an existing structure, our team ensures that your corporate foundation is strong, scalable, and legally secure.
We support every stage of the business lifecycle including formation, capitalization, restructuring, acquisition, and cross border expansion. Our goal is to deliver clarity, strategy, and legal protection so that our clients can operate confidently and sustainably in Bangladesh and beyond.
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Guidance You Deserve
"Strong corporate structure is the foundation that protects your business today and fuels its growth for the future."
Setting up a company in Bangladesh involves legal, regulatory, and operational steps that must be followed with precision. Our corporate lawyers guide clients from the planning phase all the way to full operational status. As a corporate structuring law firm in Bangladesh, we ensure your entity is properly established, compliant, and ready for investment.
The process typically includes selecting an appropriate structure. Most local and foreign entrepreneurs choose a private limited company due to its flexibility and limited liability protection. However, some investors benefit more from a branch, liaison office, partnership, or joint venture. Choosing the wrong structure can increase tax liability, create operational limitations, or complicate foreign transactions. We help clients compare options and select the structure that best aligns with their long term business goals.
Once the structure is determined, we manage name clearance, documentation, drafting of the Memorandum and Articles, shareholder agreements, and board resolutions. For foreign investors, we coordinate with BIDA for investment permission and Bangladesh Bank for remittance reporting. We also help with trade licenses, tax registrations, VAT registration, and post incorporation compliance.
Bangladesh has unique requirements for shareholding, capital contribution, and sector specific approvals. Our law firm ensures that every requirement is met so that the company can start its operations without delay. Many companies face issues later because of poorly drafted constitutions or mismatched shareholder rights. We draft clear and enforceable documents to prevent future disputes.
Our corporate lawyers also provide guidance on opening bank accounts, preparing investment structures, handling director appointments, and setting up governance frameworks from day one. A strong structural foundation builds investor confidence and reduces risk during audits, due diligence, and future transactions.
Whether you are a startup founder, foreign investor, or established enterprise entering a new sector, we make the incorporation process smooth, compliant, and strategically designed for long term success.
Shareholding structure is one of the most critical components of any company. A poorly planned structure leads to conflicts, misalignment, and legal disputes. Our corporate lawyers help companies design governance systems and share distributions that protect all parties and support sustainable growth.
We help clients determine how shares should be allocated among founders, investors, and partners. This includes voting rights, reserved matters, preemption rights, exit rights, and protections against dilution. Investors and venture capital firms often require specific governance terms for compliance and risk management. Our lawyers negotiate and draft these terms to ensure fairness and clarity.
Governance structuring also includes deciding how the board will function. We advise on board composition, oversight responsibilities, roles of directors, and compliance obligations. Bangladesh law has specific requirements for directors, meetings, resolutions, and record keeping. Our law firm ensures that your governance structure aligns with both the law and your business strategy.
We also assist in designing employee share option plans (ESOP), convertible notes, preference shares, and other modern capital instruments used by growing companies. These tools can help attract talent and secure investment, but only if drafted correctly.
Good governance creates transparency, reduces conflict, and improves operational efficiency. Our team ensures that your company operates with a framework that investors trust and regulators approve.
Businesses often need to restructure due to growth, investment, market changes, taxation strategy, or regulatory requirements. Restructuring can include mergers, demergers, share transfers, ownership changes, capital restructuring, or internal reorganization. As an experienced corporate law firm, we help companies restructure in a compliant and strategic manner.
Restructuring requires legal clarity because it impacts ownership, liability, taxation, and long term business direction. Our corporate lawyers assess your current structure, identify weaknesses, and recommend an improved model. We prepare all legal documents, coordinate regulatory approvals, and supervise the entire process.
One of the most common issues companies face in Bangladesh is outdated or mismatched structures created in the early stages of the business. These structures often fail during expansions, investment rounds, or cross border transactions. We help reorganize the company so that it can scale smoothly.
Our restructuring services include drafting new governance documents, revising shareholder agreements, conducting internal due diligence, handling asset transfers, setting up holding companies, splitting business units, and preparing for merger or acquisition.
We also manage regulatory communication with RJSC, BIDA, NBR, Bangladesh Bank, and sector regulators as needed. A compliant restructuring ensures the business can operate without legal interruptions and reduces the risk of future disputes.
Bangladesh is becoming a major investment destination in South Asia. However, foreign investment rules, repatriation requirements, and cross border approvals can be complex. Our corporate structuring law firm advises international clients on entering the Bangladeshi market with the most efficient structure.
We help choose between branch office, liaison office, subsidiary, or joint venture depending on the investor’s goals. Each structure has different tax obligations, reporting duties, and operational limits.
For example, a liaison office cannot conduct commercial operations, a branch office has specific regulations for profit repatriation, and a subsidiary requires compliance with local share capital rules. Our corporate lawyers explain the advantages and disadvantages clearly so investors can make informed decisions.
We prepare all documentation for BIDA approval, Bangladesh Bank processing, and RJSC registration. We also advise on cross border tax planning, profit repatriation, double taxation treaty benefits, and compliance with foreign exchange rules.
For companies expanding from Bangladesh to other countries, we design international holding structures that optimize tax and regulatory exposure. Our law firm works across multiple jurisdictions, making it easier for clients to scale globally.
A well designed cross border structure protects assets, ensures compliance, and makes investment safer and smoother.
Industries We Serve
Artificial Intelligence
Consumer Products
Energy
Healthcare & Life Sciences
Industrials
Technology
Real Estate & Property
Automotive & Mobility
Education & EdTech
Frequently Asked Questions
There is no single best option. The ideal structure depends on business activity, investment plan, and tax considerations. Our lawyers review your goals and recommend the most suitable structure.
Timelines vary based on documentation and regulatory approvals. On average, a private limited company may take several weeks. Our team works to minimize delays.
Yes. Many businesses restructure after growth or investment. Proper planning is essential to avoid legal complications.
Common documents include identification papers, investment details, shareholder information, and drafted agreements. Requirements vary by structure.
Yes. Foreign investors must comply with BIDA, Bangladesh Bank, and sector specific requirements. Our law firm assists with all approvals.
WHAT DOES PEOPLE SAY ABOUT US
The team was professional, responsive, and truly cared about my company registration process. Their clear communication and attention to detail made everything far easier than expected. Highly recommended.
Mashraf Aiman
Excellent service from start to finish. The team guided me through the import/export process with clear communication and reliable expertise. They handled all documentation efficiently, making the entire operation smooth and stress-free.
Shah Bayzid
Fantastic experience! The team was knowledgeable, responsive, and guided me through the restaurant property purchase with ease. Their attention to detail and clear communication made the process seamless from start to finish.
Masum Muhammad
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