Practice Areas/Commercial Law
Modern office building representing commercial law practice

Our work

Commercial and Corporate Law in Bangladesh

Businesses need advice that is commercially sensible as well as legally sound. StoneGate Chamber advises local companies, foreign investors and entrepreneurs on the contracts, structures and disputes that shape their business in Bangladesh.

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Overview

How we help

Contracts

Draft, review and negotiate commercial agreements including supply contracts, distribution agreements, agency agreements, NDAs, shareholder agreements, joint venture agreements and service contracts. We advise on breach, termination and damages under the Contract Act 1872.

Companies

RJSC formation and registration, shareholder agreements, articles of association, board governance and corporate restructuring under the Companies Act 1994. We advise foreign investors on regulatory compliance and corporate arrangements.

Commercial disputes and recovery

Shareholder and partnership disputes, debt recovery, dishonoured cheques under the Negotiable Instruments Act 1881, Artha Rin Adalat proceedings where applicable, and asset injunctions. We advise on negotiation, arbitration and court proceedings.

Our approach

Commercial goal. Practical steps.

  1. 01Understand your commercial goal and the business context.
  2. 02Assess the legal position, available options and remedies.
  3. 03Advise on negotiation, arbitration, court proceedings and the likely costs, risks and timeline.

Leadership

Barrister Mirza Imran Hassan

Head of Chamber, Barrister of Gray’s Inn and Advocate of the Supreme Court of Bangladesh. Mirza Imran Hassan leads our commercial practice and advises on contracts, company matters and commercial disputes.

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Transactions, projects and commercial risk

We review acquisitions, joint ventures and project arrangements with attention to due diligence, control, liabilities, completion conditions and exit rights. Construction and supply disputes may require technical evidence on delay, variations, defects and loss. Insurance wording and notification requirements should be reviewed when a business interruption or other insured event occurs.

Business distress and regulatory decisions

Where a business faces creditor pressure, a disputed tender or an adverse regulatory decision, we identify the proper process and the documents needed to preserve its position. Insolvency, secured recovery, ordinary debt claims and judicial review have different legal thresholds. The chosen procedure must fit the dispute rather than simply increase pressure.

Documents to prepare

Begin with a short non-confidential outline, parties’ names and urgent dates. After the initial checks, we agree which of the following records are needed and how to share them.

  • Signed contracts, amendments and relevant standard terms
  • Company records, ownership details and any board approvals
  • Invoices, payment evidence and a chronology of disputed performance
  • Notices, dispute clauses and any court or arbitration deadline

Common questions

Frequently asked questions

What laws govern commercial contracts and companies?

The applicable framework can include the Contract Act 1872, the Sale of Goods Act 1930 and the Companies Act 1994, together with sector rules. We identify the governing law, parties, approvals and dispute clause before advising on a transaction or claim.

Can a foreign investor establish a business in Bangladesh?

Ownership, registration and permissions depend on the sector, proposed activity and structure. We review restrictions and the relevant investment, company and foreign exchange requirements. A company incorporation alone does not necessarily authorise every business activity.

How are commercial disputes resolved?

The agreement, claim and jurisdiction determine whether negotiation, arbitration or court proceedings are available. Ordinary commercial recovery and a qualifying financial institution’s recovery claim follow different procedures. We assess evidence, assets, costs and enforceability before recommending a route.

How long does incorporation take?

Timing depends on name clearance, ownership, documents, capital arrangements and required permissions. We explain the steps and identify missing records before giving a timetable. For establishment and continuing filings, see our Company Formation and Compliance practice.

What should a commercial contract address?

It should clearly allocate performance, payment, acceptance, liability, termination, confidentiality and dispute resolution. We also examine practical risks such as currency, delivery, change control and security. A standard clause may need adjustment for the actual transaction.

Related legal services

Get in touch

Contact our clerks to discuss your matter and arrange a consultation.

StoneGate Chamber

Flat C2, House 38, Road 104

Gulshan 2, Dhaka 1212

Bangladesh

We can discuss the circumstances and direct your enquiry to an appropriate member of the chambers.

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Consultation and disclaimer

Contact our clerks to discuss your matter and arrange a consultation. The information on this page is general and is not legal advice. Enquiries are subject to conflict checks and agreed terms.

Each matter depends on its facts, evidence, procedure and the applicable law. This page does not constitute an offer to advise or represent you.