1. What is the current legal landscape for your practice area in your jurisdiction?

Bangladesh is one of the fastest-growing economies in South Asia. Its legal system is going through major changes, especially in the fields of corporate law, foreign investment, financial regulation, labour rights, digital law, and constitutional reforms. These legal advancements are reshaping the business environment, presenting both opportunities and challenges for entrepreneurs, investors, and legal professionals. As Bangladesh’s economy grows on the world stage, businesses need to adapt to the changing legal landscape and find their way through a complicated web of laws and rules that affect every part of business.

The country’s legal system, deeply rooted in English common law, provides a robust foundation for commercial dispute resolution, enabling businesses to resolve conflicts effectively. However, as the economy grows, the problem of judicial backlog continues, making it harder to quickly settle conflicts. Despite these difficulties, recent reforms are making things more efficient in order to make it easier to do business in Bangladesh. These changes, including the simplification of company registration processes, the introduction of online dispute resolution mechanisms and steps for setting up commercial courts, portray the government’s commitment to improving the business climate. Here is a summary of the most important changes that are affecting our main areas of practice in Bangladesh.

i. Corporate Law and Business Landscape

Bangladesh’s corporate law is principally governed by the Companies Act of 1994, a comprehensive legislative framework that governs the establishment, administration, and termination of corporations. This Act grants enterprises considerable flexibility in forming corporate organisations, permitting both single-shareholder and multi-shareholder firms. Foreign investors or companies seeking to investigate the Bangladeshi market without promptly establishing a permanent presence have appealing options, including branch offices, liaison offices, and project offices. These arrangements enable enterprises to assess the market or participate temporarily, providing a cost-efficient entry point prior to committing to a permanent investment.

Throughout the years, Bangladesh’s corporate regulatory framework has developed to facilitate the nation’s economic advancement and to more closely conform to international corporate governance standards. This has become particularly vital as Bangladesh aims to establish itself as an appealing destination for foreign direct investment (FDI). As the nation progresses in its integration with the global economy, the focus on robust corporate governance has become paramount. The governance structure currently emphasises openness, accountability, and ethical corporate practices to ensure the nation’s legal system aligns with worldwide standards for company operations.

The Companies Act of 1994 regulates essential corporate issues, including the resolution of conflicts among shareholders, directors, and the corporations themselves. Legal disputes concerning shareholder rights, breaches of fiduciary obligations, and director misconduct are commonly adjudicated in the High Court Division of the Supreme Court of Bangladesh. Furthermore, situations involving corporate fraud, deception, and mismanagement are frequently adjudicated under the provisions of the Companies Act of 1994 and the Penal Code, 1860 as well as Money Laundering Prevention Act, 2012.

Bangladesh continues to streamline regulatory compliance and provide various incentives for foreign investment. Disputes concerning investment protection, expropriation, and breach of contract are becoming prevalent in both civil courts and international arbitration forums. The rise in these disputes reflects the growing complexity of foreign business operations in the country, with companies navigating both local regulatory frameworks and cross-border legal considerations.

Bangladesh is improving its corporate governance and investment framework, creating a legal environment that allows local and foreign enterprises to function within a transparent and predictable system. As the nation increasingly integrates into the global economy, it is crucial to handle legal difficulties, particularly concerning foreign investment and dispute resolution, to cultivate an atmosphere of trust and sustainability.

ii. Foreign Investment

Bangladesh has become an increasingly attractive location for foreign direct investment (FDI). Investment, particularly in critical sectors like infrastructure, energy, and textiles, has been stimulated by the nation’s expanding economy and strategic geographical location. Bangladesh is a critical participant in the South Asian market due to the importance of these sectors in its industrialisation and economic development. The government of Bangladesh has been actively promoting foreign investments by providing tax incentives and special economic zones (SEZs). The Foreign Exchange Regulation Act (FERA) 1947 and the Guidelines on Foreign Exchange Transactions (GFET) are two critical legal frameworks that regulate foreign investment in Bangladesh. One of the objectives of these laws is to regulate and facilitate the inflow of foreign capital, thereby offering investors protection and clarity. In furtherance of commitment of ensure fair treatment to the foreign investors and their investment, Bangladesh has enacted Foreign Investment (Promotion and Protection) Act, 1980.

Significant improvements have optimised the business registration procedure, diminished regulatory intricacies, and implemented tax incentives to facilitate foreign market entry. The implementation of an e-filing system for taxes and corporate papers has markedly enhanced compliance efficiency and enabled the oversight of company activities, hence fostering more openness. These strategic developments render Bangladesh a more appealing location for international investors, providing significant growth prospects in the region.

Moreover, the Bangladesh Investment Development Authority (BIDA) and other regulatory bodies have simplified the registration process through a One Stop Service (OSS) platform to simplify the investment process, integrating 35 government agencies, 12 banks, and 5 chamber associations, offering over 133 services for business organisations. These measures have made it easier for foreign investors to establish operations in Bangladesh. However, challenges such as bureaucratic hurdles and delays in decision-making, regulatory complexity, and limited exit strategies for investors remain.

While the reforms and government facilitation have managed to increase foreign investment in Bangladesh, there has been a surge in legal disputes concerning breach of contract, land acquisition, licensing, and taxation. Recent reforms have also introduced scope for arbitration and mediation, which have been instrumental in swiftly resolving these disputes, particularly in taxation.

iii. Financial sector

The financial sector of Bangladesh has experienced considerable growth in recent years, propelled by heightened focus on venture capital, fintech, and cross-border investments. The legal framework in these domains is rapidly expanding, with regulatory modifications implemented to meet the growing demand for digital financial services and overseas investments. A significant advancement has been the nation’s emphasis on enhancing financial inclusion via the implementation of digital payment systems, mobile banking, and fintech innovations. This transition seeks to guarantee that financial services are available to the wider populace, especially in rural regions. The emergence of m-commerce and mobile financial services such as bKash, Nagad, and Rocket has revolutionised access to financial services, particularly in marginalised areas. Bangladesh Bank has implemented laws to support these modifications, including directives for digital banking and payment systems, which have experienced heightened adoption.

Nonetheless, despite considerable advancements, obstacles persist due to money laundering, fraudulent financial practices, and misappropriation of funds. Proceedings under the Artha Rin Adalat Act, 2003 (Money Court Act) and the Money Laundering Prevention Act, 2012 (as amended in 2015) have been pivotal in addressing loan recovery and penalising financial crimes.

Bangladesh is currently witnessing a notable increase in bank mergers, intended to bolster financial stability and cultivate a more efficient banking system. Bangladesh Bank facilitates these mergers by implementing conservative regulatory rules to ensure capital adequacy, liquidity, and robust financial health during the process. The Bangladesh Bank’s Policy on Bank Mergers and Acquisitions (2021) outlines prerequisites for due diligence, asset valuation, and regulatory endorsement. The legal foundation for these mergers is regulated by the Companies Act 1994 and the Banking Companies Act 1991, safeguarding shareholder rights and creditor protection.

iv. Employment/Labour Law

The Labour Act of 2006 (amended in 2023) constitutes the fundamental framework of labour law in Bangladesh, offering vital safeguards for workers in several sectors. Bangladesh has established itself in the global market as a leading labour-intensive nation, particularly due to the swift growth of its garment industry, which is pivotal to the country’s export economy. The recent amendment has expanded maternity leave and reformed trade union registration, although concerns regarding minimum wages, hazardous working conditions, and worker involvement in decision-making persist as important issues for labour rights activists.

Since assuming office, the interim government, in collaboration with the International Labour Organisation (ILO), has initiated several reforms to the existing labour laws aimed at improving worker rights, safety, and industrial relations. This includes amendments to the Labour Act to conform to international standards and the reformation of the National Tripartite Consultative Council (NTCC). The ratification of three important ILO conventions—Convention 155 on occupational safety and health, Convention 187 on the promotional framework for occupational safety, and Convention 190 on the elimination of violence and harassment in the workplace—is set for late 2025. These reforms and ratifications of revised amendments will guarantee occupational safety, safeguard workers’ rights and welfare, and provide a secure working environment.

v. Digital Law, Cybersecurity and Intellectual Property

As Bangladesh experiences digital transformation, the necessity for stringent cybersecurity legislation and data protection measures has become increasingly urgent. The Cybersecurity Act of 2023 was enacted to address cybercrimes and data breaches, emphasising the protection of key infrastructure and the security of digital systems. The law has been criticised for its potential overreach and implications for freedom of expression.

Legal professionals specialising in cybersecurity compliance and data privacy are witnessing heightened demand, particularly as firms increasingly depend on digital technologies for commercial transactions and customer interaction. With the ongoing expansion of the e-commerce and digital finance industries, the demand for robust intellectual property (IP) protection, especially on digital platforms, is also increasing. The Copyright Act of 2000 (amended in 2022), the Trademarks Act of 2009, and the Patents and Designs Act of 1911 offer comprehensive protections for corporate enterprises. Legal professionals focusing on intellectual property and cybersecurity compliance are witnessing an increasing demand as enterprises endeavour to protect their digital assets.

vi. Constitutional Reforms

In 2024, the National Consensus Commission, a seven-member body formed under the interim government, proposed the July National Charter, an initiative intended to reform the nation’s constitutional structure. This progressive initiative aims to strengthen the nation’s democratic principles and improve local government. The reforms primarily involve the establishment of a fixed term for the Prime Minister, so guaranteeing stability and responsibility in governance. The idea also entails the creation of a bicameral parliament, a significant advancement in strengthening democratic government and enhancing checks and balances within the legislative process. This comprehensive plan demonstrates the government’s dedication to developing a more resilient, transparent, and inclusive democratic framework. The Constitutional Reform Commission has been tasked with reviewing existing frameworks and recommending changes to modernise Bangladesh’s legal and political structures.

Upon implementation, these reforms are anticipated to significantly influence the legal landscape, especially in domains such as election law, human rights, and governmental accountability. Litigation concerning constitutional problems is expected to rise, offering legal experts the opportunity to influence the future of governance in Bangladesh.

vii. Alternative Dispute Resolution (ADR)

Due to judicial backlog and increasing dispute complexity, ADR processes like mediation, arbitration, and conciliation are gaining popularity in Bangladesh. These mechanisms offer corporations and individuals quicker, cost-effective means of resolving disputes.

The Bangladesh Arbitration Act of 2001, based on the UNCITRAL Model Law on International Commercial Arbitration of 1985, establishes a legal basis for international arbitration inside Bangladesh. Arbitration is commonly employed in commercial disputes, cross-border transactions, and issues related to foreign investments.

Mediation is progressively employed in family law matters, employment disputes, and commercial conflicts. Mediation offers a less formal and frequently more congenial method for resolving disputes, promoting settlement outside the judicial system.

As Bangladesh progresses as a significant participant in the global economy, its legal and regulatory frameworks are expected to evolve to more effectively accommodate both domestic and international investors.

2. What three essential pieces of advice would you give to clients involved in your practice area matters?

As legal professionals specialising in, among others, merger and acquisition, corporate law, foreign investment, and dispute resolution, the three essential pieces of advice we would give to our clients involved in these matters are as follows:

i. Ensure Compliance with Local Regulations and International Standards

It is imperative for clients, especially foreign investors, to comprehensively comprehend and adhere to both local legislation and international legal norms. Bangladesh’s legal framework, particularly with foreign exchange regulations (FERA), Guidelines for Foreign Exchange Transactions (GFET) and taxes legislation, mandate that enterprises comply with stringent restrictions related to capital movement, tax obligations, and reporting requirements. Non-compliance may result in substantial legal repercussions, including fines and operational delays. Consistently engaging with legal professionals regarding regulation updates and modifications guarantees that clients remain compliant and evade expensive errors.

ii. Strategically Use Alternative Dispute Resolution (ADR) Mechanisms

Litigation can be time-consuming, especially in complex commercial disputes or international cases. Arbitration and mediation offer more efficient and confidential approaches to conflict resolution. Clients involved in business transactions or investments should include ADR provisions in their contracts to enable the swift resolution of disputes outside of court. This approach is particularly effective in foreign investment disputes, as arbitration institutions offer a more efficient process than domestic courts, enabling quicker resolutions with minimal disruption to commercial operations. Parties can also opt for private arbitration as per rules set out in the Arbitration Act, 2001.

iii. Prepare for Due Diligence and Risk Management

Businesses must assess financial, operational, and legal risks related to contractual obligations, intellectual property, tax liabilities, and regulatory requirements. Before making significant business decisions, especially with foreign investment, it is essential to implement robust risk management strategies, including legal evaluations, due to the major impact of external factors and regulatory changes on firm stability.

By prioritising compliance, alternative dispute resolution methods, and risk management, firms may navigate the complex legal framework in Bangladesh more efficiently, reduce risks, and enhance operational fluidity.

3. What are the greatest threats and opportunities in your practice area of law in the next 12 months?

The next 12 months in Bangladesh will bring a dynamic and transformative legal environment. The political uncertainty around the upcoming general election in February 2026 presents considerable challenges for businesses, especially foreign investors, while the increase in corporate disputes and financial crimes continues to be a critical concern. Nonetheless, these challenges are accompanied by opportunities in foreign investment expansion, digital transformation, legal technology, banking sector consolidation, and governance developments that will influence Bangladesh’s forthcoming legal landscape. We predict a unique set of challenges and prospects can be seen in the next 12 months-

Greatest Opportunities-

a) Growth in Foreign Direct Investment (FDI):

Bangladesh is improving its investment climate through strategic reforms, special economic zones (SEZs), and tax incentives, hence generating significant prospects for foreign investors. The interim government has enacted substantial policy reforms to attract foreign direct investment (FDI), including the appointment of a young investment banker to lead the Bangladesh Investment Development Authority (BIDA), supported by a private-sector advisor to improve efficiency and address corruption.

The government has constituted a committee to create a ‘White Paper on the State of the Bangladesh Economy’, illustrating its commitment to data-driven decision-making. With the opening of other sectors, notably textiles, energy, and infrastructure, to foreign investment, companies can now leverage enhanced processes. The One Stop Service (OSS) platform optimises business registration, enabling market entry for overseas enterprises. The evolving climate presents a unique opportunity for legal professionals to expand their practice by offering specialised services in foreign direct investment and business structuring to meet the growing demands of foreign investors.

b) Digital Transformation and Legal Tech:

As digital transformation progresses across sectors, the potential to employ legal technology (legal tech) in areas such as contract automation, compliance management, and cybersecurity compliance is growing. Law firms and businesses that implement these technologies will improve efficiency and generate prospects for innovative business models, delivering inventive legal solutions to clients in the digital domain.

c) Cross border Mergers & Acquisitions and Banking Sector Consolidation:

Bangladesh’s expanding economy and the government’s emphasis on enhancing the business environment have fostered a rising interest in cross-border mergers and acquisitions. The current trend of bank mergers is a unique opportunity for legal professionals to aid clients in understanding merger regulations, shareholder agreements, and compliance with capital adequacy requirements. Bangladesh Bank’s advocacy for consolidation presents the legal profession with a critical opportunity to advise on corporate governance, employment law, and dispute resolution during the merger process.

Greatest Threats:

a) Political Uncertainty and Election-related Instability:

The general election set for February 2026 is expected to create a phase of political uncertainty and possible unrest both prior to and subsequent to the poll. Political instability may result in disruptions to commercial operations, delays in decision-making, and uncertainty concerning future governmental policy. This uncertainty may postpone investment choices for foreign investors and impact long-term business strategies. Moreover, election-related protests, civil disturbances, or governmental transitions may result in legal and regulatory obstacles, especially within the financial sector and corporate governance.

b) Regulatory Challenges and Delays in Implementation of Reforms:

The government has initiated some reforms to enhance the business environment; yet, their execution is frequently sluggish and beset by bureaucratic obstacles. Taxation, investor protection legislation, and property acquisition regulations may experience delays or regulatory ambiguity, particularly during the post-election power shift. Furthermore, enterprises would encounter increased examination by regulatory authorities, including the National Board of Revenue (NBR) and the Anti-Corruption Commission (ACC). This encompasses enhancing the enforcement of tax compliance, anti-money laundering (AML), and anti-bribery rules. This may elevate the likelihood of conflicts about contract enforcement, land rights, and investment protection.

c) Rise in Corporate Disputes and Financial Crimes:

As Bangladesh’s economy expands and draws increased international investment, the legal environment is expected to experience a rise in corporate conflicts, notably concerning shareholder rights, director misbehaviour, and fraudulent financial practices. The banking sector, having undergone mergers and consolidation, may encounter substantial legal risks, especially concerning theft and mismanagement. The rise in cross-border investments may lead to conflicts about contract violations, tax matters, and expropriation claims, especially in the event of a governmental or regulatory shift post-elections.

4. How do you ensure high client satisfaction levels are maintained by your practice?

To ensure high levels of client satisfaction, we focus on a few key principles that guide our practice every day. Here’s how we ensure that our clients’ needs are consistently met with the highest standards:

1. Personalised Legal Solutions

We understand that every client is different. No two enterprises are identical, and each legal issue presents distinct challenges. That’s why we make it a point to tailor our advice to suit the specific needs of each client. Regardless of whether it pertains to corporation law, foreign investment, or conflict resolution, we dedicate time to comprehend our customers’ commercial objectives and issues. Our advice is always practical and aligned with their vision, ensuring that it’s not just legally correct but also strategically sound.

2. Clear, Transparent Communication

We believe that communication is the key to building trust. From the moment we start working with a client, we make sure they’re always in the loop. We regularly update them on their case, especially if any legal changes or new regulations could impact their business. This open and continuous communication reassures them that we’re always on top of things and that we have their best interests at heart.

3. Efficiency and speed

We know that time is valuable, and that’s why we’re committed to delivering fast and effective legal services. We ensure faster turnaround times without compromising quality. This allows us to resolve legal matters quickly, minimising disruptions to our clients’ businesses.

4. Client Focused Approach

At the heart of what we do is a genuine care for our clients. We understand that legal matters can be stressful, and we’re here to make the process as smooth as possible. We take the time to really listen to our clients, ensuring they feel heard and understood. They’re always part of the decision-making process, and we make sure they fully understand the options available to them.

5. Staying Ahead of Legal Changes

The legal landscape is constantly evolving, particularly in areas like foreign investment and digital law. To keep our clients ahead of the curve, we continuously monitor changes in laws, regulations, and market conditions. Our expertise in emerging legal areas ensures that clients can adapt to any shifts in the regulatory environment.

6. Strategic Risk Management

Before making important decisions, we conduct thorough risk assessments to safeguard clients from potential legal and financial pitfalls. Our goal is to identify and mitigate risks early to prevent costly mistakes.

7. Building Trust Through Long-Term Relationships

We view every client engagement as a long-term relationship. Our goal is not just to resolve a single legal matter but to be a trusted advisor for the future. By consistently delivering exceptional service and adding value at every stage, we build lasting relationships that clients rely on for years to come.

By combining personalized service, clear communication, and a proactive approach, we consistently meet our clients’ needs and exceed their expectations, ensuring long-term satisfaction.

5. What technological advancements are reshaping your practice area of law, and how can clients benefit from them?

Technological advancements are rapidly transforming the legal field, offering clients more efficient, cost-effective, and secure ways to handle their legal matters. Here are some of the key technologies reshaping our practice and the benefits they bring to clients:

1. Legal Search Engines & Online Case Databases

Advanced legal search engines and case databases such as LexisNexis and Manupatra have transformed legal research. These tools allow for quick and accurate searches across a vast array of case law, statutes, and legal journals, significantly reducing research time. Clients benefit from faster, more comprehensive insights that help them make better decisions and simplify their legal strategies.

2. Practice Research Modules & Court Case Trackers

Research modules and court case tracking systems help legal professionals stay informed on the latest legal precedents and the status of ongoing cases. Court case trackers, in particular, allow both legal practitioners and clients to monitor case progress in real-time, reducing uncertainty and ensuring timely updates. The technology improves transparency and helps clients stay informed about key developments.

3. Digital Document Storage

Digital document storage systems have become essential in the modern legal environment. Secure, cloud-based platforms allow for easy storage, retrieval, and sharing of legal documents. Clients benefit from easy access to their case files, ensuring they are always updated and able to review important documents without delays, while also maintaining confidentiality and compliance with data protection laws.

4. Virtual Platforms for ADR & Case Hearings

Virtual platforms for Alternative Dispute Resolution (ADR) and online case hearings are increasingly becoming the norm. These platforms allow for quicker, more cost-effective resolution of disputes, especially in cross-border cases. Clients are also benefitting from reduced costs, faster resolutions, and greater flexibility in how their cases are handled, without the need for long delays or travelling.