A company lawyer is a lawyer who deals with issues that arise in relation to companies. It includes the formation of companies, agreement drafting for companies, compliance issues in companies, and providing Legal Opinions on company matters. The company lawyer in Bangladesh also deals with all disputes and litigation which arise in companies’ affairs.
How to find the best company lawyer in Bangladesh?
There are numerous Barristers, advocates, and lawyers who provide their services in different law firms situated throughout Dhaka, Bangladesh. Many of these law firms provide legal services related to the company law of Bangladesh. There are various qualities that a corporate or company lawyer must have.
Knowledge and experience in corporate issues
The best company lawyer must have the appropriate knowledge and experience in company issues. This requires the company lawyer to have knowledge and experience in at least 4 broad sectors including the formation of the company, drafting agreements and other legal documents related to companies, compliance issues including TAX/VAT and Trade license matters, and litigation on the company and corporate matters.
Company Formation Process in Bangladesh
The life of any company begins after its incorporation. Therefore, a company lawyer must have knowledge and experience in relation to the formation and incorporation of companies in Bangladesh. This requires the lawyer to ensure that the rights steps are followed chronologically. Firstly, the Name Clearance Certificate of the proposed company must be obtained. Thereafter, the Articles of Association (AOA) and Memorandum of Association (MOA) must be drafted.
The company lawyer in Bangladesh should draft AOA and MOA carefully to avoid complexity in the future. If there is an error in the MOA, then the amendment application to the MOA must be made at the High Court.
Further, the proposed company must be registered with the Registrar of the Joint Stock Company (RJSC). The RJSC requires certain documents to be submitted while applying for registration. Thereafter, applicable government fees must be paid. Further, the Certificate of Incorporation must be obtained. Thereafter, an application for Tax Identification Number (TIN) must be made in the name of the newly incorporated company.
How to register a foreign company in Bangladesh
To register a foreign company in Bangladesh, you need to follow the steps outlined below:
- Obtain permission from the relevant authorities: Before registering a foreign company, you need to obtain permission from the Bangladesh Investment Development Authority (BIDA). Submit an application to BIDA, providing details of your company, proposed business activities, and other required information.
- Reserve a company name: Once you receive permission from BIDA, you can proceed to reserve a unique name for your company. Submit an application to the Registrar of Joint Stock Companies and Firms (RJSC) to reserve the name. The name reservation is valid for 30 days.
- Prepare necessary documents: Prepare the following documents for registration:
- Memorandum and Articles of Association: Draft a Memorandum of Association and Articles of Association for your company. These documents outline the objectives, rules, and regulations of the company.
- Board resolution: Provide a certified copy of the board resolution approving the establishment of the company in Bangladesh.
- Power of Attorney: If the registration process is being carried out by someone on behalf of the foreign company, a power of attorney should be prepared and notarized.
- Incorporation documents: Prepare duly filled-in Form XII and Form VI, which are the registration forms for a foreign company in Bangladesh.
- Other documents: Depending on the type of business, additional documents such as feasibility reports, project profiles, environmental clearances, and relevant licenses may be required.
- Notarization and attestation: Notarize and attest all the necessary documents at the appropriate consular office or embassy in Bangladesh or in your home country.
- Submit the documents: Submit the notarized and attested documents to the RJSC along with the prescribed registration fees.
- Obtain a Trade License: After the registration process is completed, apply for a trade license from the local City Corporation or Municipality where your business will operate.
- Tax registration: Register with the National Board of Revenue (NBR) to obtain a Tax Identification Number (TIN) and fulfill other tax-related obligations.
- Open a bank account: Open a bank account in the name of the registered foreign company in any authorized bank in Bangladesh.
- Obtain necessary permits and clearances: Depending on the nature of your business, you may need to obtain additional permits and clearances from relevant authorities, such as the Department of Environment, Fire Service and Civil Defense, etc.
It is advisable to consult with a legal professional or a business consultant in Bangladesh who can guide you through the specific requirements and procedures for registering a foreign company in the country.
Finally, the company must obtain a trade license to conduct business in Bangladesh. To obtain a more detailed step-by-step understanding of how to set up an Ltd. company in Bangladesh, please have a look at our article here.
Post Company Formation Formalities
A new company has to abide by various legal compliance, including drafting Employment Contracts, contracts with suppliers, vendors, sub-contractors, dealers, buyers, customers, sellers, etc. of the company. In addition, a company lawyer in Dhaka must have expertise in drafting Board resolutions, internal agreements between shareholders, drafting other legal documents.
Therefore, the company lawyer must have adequate knowledge and experience in drafting all types of documents as a company requires.
Company Compliance issues
A company lawyer must be well equipped with sufficient legal knowledge which may be required by a company to run its day-to-day business. This may include providing Legal Opinion to the company regarding any legal issue or potential dispute and advising the company on any relevant legal issue.
On top of the above, the company lawyer must have adequate expertise in tax and VAT issues. He must consider the renewal of licenses i.e. trade licenses as well. To ensure compliance, the company lawyer must have sound knowledge of the following laws- Company Act 1994, Contract Act 1872, Bangladesh Labour Act 2006, Bangladesh Labour Rules 2015, Income Tax Ordinance 1984, etc.
Litigation, Arbitration, and Mediation
Despite ensuring compliance with all relevant rules and regulations, there is always a possibility that the company will get involved in a dispute or legal issue. A company lawyer must first keep in mind that court proceedings in Bangladesh could be costly and time-consuming. Therefore, a company lawyer must first try to solve any dispute within the company in an amicable manner through mediation or negotiation. Hence, the company lawyer must have the necessary experience to conduct mediation or negotiation on behalf of a company.
Law Firms that provide the best company law services
In our research, we have found that the following law firms provide the best company law services.
Counsels Law Partners (CLP)
CLP was formed by a group of committed and experienced British-trained Barristers & Advocates with an aim to deliver affordable and effective legal services to the masses. The lawyers here have extensive experience in the legal arena and they have all been exposed to the elements of different practice areas which gave CLP the strength it needed in its early days to grow and prosper. The law firm is undoubtedly the most innovative and modern in the current professional standards and has quickly become a leading law firm in complex and sensitive practice areas like corporate & commercial law, debt collection, defending complex civil & criminal suits, family law, and intellectual property law to mention a few.
Amir & Amir Law Associates
It is one of the oldest and most well-reputed law firms in Bangladesh having expertise in all kinds of practices.
Doulah and Doulah
Established in 1965 Doulah & Doulah is one of the most experienced law firms in Bangladesh representing the world’s largest business houses and working with the biggest international law firms. With top-ranked transactional capabilities complemented by a strong litigation practice, the firm is considered one of the best chambers of advocates, barristers, and solicitors in the region. The law firm possesses market-leading commercial practice in Bangladesh with extensive experience in M&A, Project Finance, PPP and Infrastructure Project Development, Intellectual Property, Tax, and Employment. It established its Chittagong branch in 1987.
Kamal Hossain & Associates
Their main practice areas include admiralty and shipping, arbitration, aviation, banking and financial regulation, commercial and corporate law, constitutional and administrative law, employment law, energy, human rights law, intellectual property, revenue law, taxation, and telecommunications. They have special expertise in constitutional and administrative law, infrastructure, oil, gas, and power sector projects, and telecommunications.
Syed Istiaq Ahmed & Associates
Syed Ishtiaq Ahmed & Associates (SIA&A) is a leading law firm in Dhaka, Bangladesh. SIA&A is the Chamber and law firm established by the Late Mr Syed Ishtiaq Ahmed, a barrister and senior advocate of the Appellate Division of the Supreme Court of Bangladesh. Mr Ahmed was a renowned and revered figure in the legal field of Bangladesh.
The Lawyers & Jurists
The Lawyers & Jurists is a non-profitable organization, a concern of “The Lawyers & Jurists Foundation” – Reg No: S- 11869. The services of the chamber are the offspring of the sincere, well-thought-out, and meticulous teamwork of its associates, who have embarked on the mission to serve the clients with great zeal and vigour and race-track of their professional services from the eighties.
Shawn Novel and Associates
Shawn Novel & Associates is a reputed law firm committed to providing excellent quality legal services to its clients. At our firm, we understand the needs of our clients and value them as the highest priority. Our expertise and experience are devoted to the prompt delivery of professional legal services to our clients. We strive and ensure to protect and safeguard our client’s interests through preventive measures.
Legacy Legal Corporate
The firm has expertise in admiralty, arbitration, anti-corruption, aviation, banking corporate, and commercial law.
Old Bailey Chambers
Considered the premier in comprehensive intellectual property law practice in Bangladesh, OBC also specializes in the areas of Information Technology, Telecommunication, E-commerce, Emerging Technology & Data Security, Competition, Media & Entertainment, and Defamation, with an adept focus on
Foreign Direct Investment, Company Incorporation, Cross Border Issues, Land & Property, Family & Guardianship, and Tax, Vat & Customs matters. OBC possesses a commendable success rate in corporate litigation too.
Counsels Law Partners (CLP)
The lawyers at Counsels Law Partners (CLP) have all the expertise to provide the best services as a company lawyer in Bangladesh. The lawyers at CLP handle their clients with the utmost professionalism. They consider the interest and needs of the client. CLP as a law firm has formed numerous companies over a few years. CLP has the appropriate knowledge and practical experience to form any kind of foreign or domestic company in Bangladesh. Further, the lawyers at CLP have the required experience to draft any kinds of documents listed above that may be required by a newly formed company.
CLP as a law firm has numerous retainer clients. It provides Legal Opinion regarding any matter or potential disputes to those clients on a regular basis. Further, it ensures that those companies are in compliance with the tax laws and the laws related to trade licenses. Moreover, the company lawyer will make sure that those companies are constantly in line with the laws of Bangladesh. Therefore, the lawyers at CLP can ensure that the company is in compliance with all the relevant rules, laws, and regulations of Bangladesh.
Team CLP consists of Barristers, Advocates, and lawyers having extremely sufficient knowledge and expertise in the field of company law. Many of its lawyers have the appropriate enrollment and license to conduct litigation related to properties in the relevant Courts and Tribunals.
Barrister Md. Hafizur Rahaman Khan best company lawyer in Bangladesh
The Head of Chamber of CLP, i.e. Barrister Md. Hafizur Rahaman Khan is an enrolled Advocate of the Judge Court and Supreme Court of Bangladesh. Mr Khan receives his law graduate from Dhaka University. In addition, Mr Khan got training from the UK as a Barrister and an Advocate of the Supreme Court of Bangladesh.
Mr Khan has been in law practice for over 15 years and has vast experience in providing legal services and advice related to company law. He values client needs and often tries to resolve any corporate disputes in an amicable manner through mediation or arbitration. However, Mr Khan is an expert lawyer on company lawyers. In addition, Mr Khan has the necessary knowledge and experience to conduct any kind of litigation, arbitration, or mediation on behalf of the company law in Bangladesh.
The lawyers at CLP have vast experience in dealing with company issues on a regular basis. Team CLP has the required practical knowledge in providing services on Company matters at a reasonable cost.
Company Law practice at CLP
Counsels Law Partners (CLP) provides all kinds of legal services in relation to Company and corporate matters. Counsels Law Partners is one of the leading Law chambers in Bangladesh. If you require any legal help in relation to the company and corporate matters then feel free to contact us for any kind of company law-related matter. Knock us for a company lawyer in Bangladesh.
