Business & Corporate Law

Business and Corporate Law in Bangladesh is the legal framework that governs the formation, management, regulation, and dissolution of companies and business entities. It includes the rules relating to incorporation, corporate governance, shareholder rights, directors' duties, business contracts, mergers and acquisitions, restructuring, winding-up, and compliance obligations. The core legislation includes the Companies Act, 1994, Contract Act, 1872, Partnership Act, 1932, Securities and Exchange Ordinance, 1969, and various rules issued by the Registrar of Joint Stock Companies and Firms (RJSC), Bangladesh Securities and Exchange Commission (BSEC), and other regulatory authorities. Together, these laws establish the operational structure and legal responsibilities of companies operating in Bangladesh. Corporate regulation in Bangladesh principally functions under the oversight of the Ministry of Commerce, which supervises the Registrar of Joint Stock Companies and Firms (RJSC)—the primary authority responsible for company registration, statutory filings, and corporate compliance. Additionally, the Ministry of Law, Justice and Parliamentary Affairs plays a crucial role by overseeing commercial litigation, legislative updates, and the functioning of courts that adjudicate corporate disputes. For publicly listed companies and capital market entities, the Bangladesh Securities and Exchange Commission (BSEC) functions under the Ministry of Finance and ensures investor protection and market discipline. Corporate law in Bangladesh operates through a combination of statutory compliance and judicial enforcement. Entities must comply with mandatory filings, annual returns, board resolutions, maintenance of statutory registers, valid execution of contracts, and adherence to governance standards. Shareholders and directors are bound by fiduciary duties, and conflicts—such as oppression, mismanagement, breach of fiduciary duty, or violation of corporate rights—may result in litigation before civil courts or specialized tribunals. Commercial agreements, including joint ventures, distributorships, franchises, and shareholders' agreements, are enforceable under the Contract Act, 1872, which forms the backbone of business transactions. Corporate disputes are adjudicated within the Bangladeshi judicial structure. The Civil Courts hear the matters involving contractual breaches, shareholder disputes, partnership dissolution, and corporate torts. Winding-up and company-related matters may be brought before the High Court Division of the Supreme Court of Bangladesh, which exercises company jurisdiction under the Companies Act. Securities-related disputes, capital market violations, and enforcement actions fall under the authority of Bangladesh Security Exchange Commission (BSEC), with appellate jurisdiction ultimately lying before the higher judiciary.