Business Law
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Cheque Dishonour Cases in Bangladesh: Notice, Limitation and Procedure
A cheque dishonour prosecution under section 138 of the Negotiable Instruments Act, 1881 requires strict compliance with a sequence of statutory steps: timely presentation of the cheque, written demand notice within thirty days of receiving dishonour information, thirty days for the drawer to pay after receiving notice, and filing the written complaint within one month…
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Legal Differences between a Company, Partnership and Sole Proprietorship
A company is a separate body corporate, a partnership is a contractual relationship involving profit sharing and mutual agency, and a sole proprietorship is a business carried on personally by one owner. The most important practical differences concern personal liability, management authority, continuity, ownership of assets, fundraising, transfer, registration, and compliance. Governing law Companies are…
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Shareholders’ Rights and Remedies against Company Mismanagement
A shareholder in Bangladesh has statutory rights to participate in company decisions, inspect specified records, vote at meetings, receive financial information, transfer shares subject to lawful restrictions, and seek remedies where company affairs are conducted oppressively or prejudicially. A shareholder cannot, however, treat company property or a wrong suffered by the company as automatically belonging…
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Directors’ Legal Duties and Liabilities under Company Law
A company director must exercise corporate powers for the company’s lawful purposes, comply with the Companies Act and the company’s constitution, avoid undisclosed conflicts, protect company property, and act honestly in the company’s interests. Incorporation does not protect a director from personal liability for the director’s own breach of duty, fraud, statutory offence, personal guarantee,…
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Private Limited Company Registration in Bangladesh: A Legal Guide
A private limited company in Bangladesh is incorporated by registering its memorandum and articles of association and prescribed documents with RJSC. Upon incorporation, the company becomes a body corporate separate from its shareholders, with perpetual succession and liability ordinarily limited according to its constitutional documents. Governing law The principal statute is the Companies Act, 1994.…
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Partnership Business in Bangladesh: Formation, Duties and Dissolution
A partnership in Bangladesh arises when two or more persons agree to share the profits of a business carried on by all of them, or by any of them acting for all. Registration is not what creates the partnership, but an unregistered firm and its partners face serious restrictions when attempting to enforce contractual rights…
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Breach of Contract: Available Remedies and Compensation
When a contract is broken, the innocent party may seek compensation for legally recoverable loss and, in an appropriate case, specific performance, rescission-related compensation, restitution, an injunction, or another remedy provided by the contract or a special statute. Compensation is intended to address loss caused by the breach, not to provide an arbitrary profit or…
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Oral Agreements in Bangladesh: Are They Legally Enforceable?
An oral agreement can be legally enforceable in Bangladesh where it satisfies the ordinary requirements of a valid contract and no law requires that type of transaction to be written, registered, witnessed, or completed in another prescribed form. The main difficulty is usually not the abstract validity of the oral agreement, but proving its exact…
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Penalty and Liquidated Damages: What Is the Legal Difference?
A liquidated-damages clause is intended to estimate compensation for breach in advance, while a penalty is primarily designed to secure performance through a disproportionate consequence. Under section 74 of the Contract Act, 1872, however, neither label automatically decides the amount recoverable. The court may award reasonable compensation, but not more than the amount named in…
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Force Majeure Clauses: What Happens When Performance Becomes Impossible?
Bangladesh’s Contract Act does not use “force majeure” as a general statutory label. The effect of an extraordinary event depends first on the wording of the contract and, where performance has become objectively impossible or unlawful, on sections 32, 56, and 65 of the Contract Act, 1872. Increased cost, inconvenience, or reduced profitability does not…