Meheruba Mahbub — Global Header Mega Menu
Private Equity Lawyers in Bangladesh | Barrister Meheruba Mahbub
PE
Meheruba.com › Practice Areas › Private Equity

Private
Equity
Advisory

Expert private equity legal advisory in Bangladesh — from fund structuring and BSEC compliance to portfolio transactions, growth capital deals, and cross-border exit strategies.

Book Consultation Email the Firm
0+
Countries Served
0+
Lawyers at TRW
0
Jurisdictions Qualified
L500
Legal 500 Ranked
Scroll
Fund Structuring
BSEC AIF Regulations 2015
Growth Capital
Venture Capital
LBO Advisory
Portfolio Transactions
Exit Strategies
Legal 500 Ranked
Cross-Border PE
Due Diligence
50+ Countries
IFC & World Bank
Fund Structuring
BSEC AIF Regulations 2015
Growth Capital
Venture Capital
LBO Advisory
Portfolio Transactions
Exit Strategies
Legal 500 Ranked
Cross-Border PE
Due Diligence
50+ Countries
IFC & World Bank
Private Equity in Bangladesh

Bangladesh's Growing Private Equity Market

Private equity in Bangladesh is entering a transformative phase. With a 170 million-strong consumer market, 80% FDI growth in 2025, and a rapidly maturing capital markets ecosystem, the country is attracting increasing attention from regional and global PE funds seeking high-growth emerging market exposure.

The Bangladesh Securities and Exchange Commission (BSEC) introduced the Alternative Investment Fund (AIF) Rules in 2015, creating a formal regulatory framework for private equity and venture capital funds. Barrister Meheruba Mahbub advises PE funds, portfolio companies, and institutional investors on the full spectrum of private equity transactions — from fund formation and BSEC registration through to portfolio acquisitions, governance, and exit.

As a triple-qualified lawyer — Barrister at Law (Lincoln's Inn), Solicitor of England & Wales (SRA No. 7266913), and Advocate of the Supreme Court of Bangladesh (Dhaka Bar No. 29524) — she brings a uniquely cross-jurisdictional perspective to every private equity mandate.

Fund Structuring
AIF registration, LP/GP structures, BSEC compliance, and fund documentation under the AIF Rules 2015.
Due Diligence
Comprehensive legal, financial, and regulatory due diligence on target companies across all sectors.
Portfolio Management
Governance frameworks, shareholder agreements, board advisory, and regulatory compliance for portfolio companies.
Exit Strategies
IPO preparation, strategic trade sales, secondary buyouts, and cross-border exit structuring.
Our Services

Private Equity
Legal Services

End-to-end private equity advisory — from fund formation through portfolio management to exit execution.

01
Fund Formation & BSEC Registration
Structuring and registering Alternative Investment Funds under the BSEC AIF Rules 2015. Advising on LP/GP structures, fund documentation, investment mandates, and regulatory filings.
02
Legal Due Diligence
Comprehensive legal due diligence on target companies — corporate structure, title, contracts, regulatory compliance, litigation exposure, and employment matters across all sectors.
03
Investment Documentation
Drafting and negotiating term sheets, subscription agreements, shareholders' agreements, convertible notes, preference share instruments, and investment committee documentation.
04
Portfolio Company Governance
Establishing governance frameworks, board structures, information rights, anti-dilution protections, drag-along/tag-along rights, and ongoing regulatory compliance for portfolio companies.
05
Growth Capital & Follow-On Rounds
Advising on Series A through pre-IPO rounds, bridge financing, SAFE instruments, and convertible debt structures. Coordinating with BIDA and Bangladesh Bank on foreign currency approvals.
06
Exit Structuring & Execution
Advising on IPO preparation, strategic trade sales to domestic and international buyers, secondary buyouts, management buyouts, and cross-border exit tax structuring.
Legal Framework

Regulatory Landscape for
Private Equity in Bangladesh

A comprehensive legal framework governs private equity activity in Bangladesh, spanning securities regulation, company law, foreign investment, and taxation.

BSEC 2015
Alternative Investment Fund Rules 2015
The primary regulatory framework for PE and VC funds in Bangladesh. Requires BSEC registration, mandates 75% equity investment in non-listed securities, and governs fund manager licensing and investor eligibility.
Companies Act 1994
Companies Act 1994
Governs company formation, share issuance, shareholder rights, board composition, and corporate restructuring. Sections 228–229 cover court-sanctioned amalgamations relevant to PE exits.
FPI Act 1980
Foreign Private Investment Act 1980
Guarantees protection of foreign investment, permits full repatriation of capital and profits, and provides non-discriminatory treatment to foreign PE investors. No equity cap on foreign ownership.
SEC Ordinance 1969
Securities & Exchange Ordinance 1969
Governs public offerings, secondary market transactions, and BSEC oversight. Relevant to PE exits via IPO and secondary market share sales on the Dhaka Stock Exchange.
FERA 1947
Foreign Exchange Regulation Act 1947
Regulates foreign currency transactions, profit repatriation, and cross-border capital flows. Bangladesh Bank approval required for foreign PE fund investments and exit proceeds repatriation.
Income Tax Act 2023
Income Tax Act 2023
Governs capital gains taxation on PE exits. Listed securities enjoy preferential rates; unlisted company exits subject to standard corporate rates. Tax holiday incentives available in SEZs and EPZs.
100% Foreign Equity
No equity cap on foreign PE ownership in most sectors
Full Repatriation
Capital, dividends, and exit proceeds freely repatriable
BIT Protection
Bangladesh has BITs with 30+ countries protecting PE investments
Tax Incentives
Tax holidays in SEZs and EPZs for qualifying PE-backed businesses
Fund Structures

PE Fund Structures
Available in Bangladesh

We advise on all recognised private equity and alternative investment fund structures available under Bangladesh law and international best practice.

BSEC Registered
Private Equity Fund
A closed-end fund registered with BSEC under the AIF Rules 2015. Minimum 75% of corpus invested in non-listed equity securities. Suitable for growth capital, buyout, and pre-IPO strategies. Minimum fund size BDT 30 crore.
Closed-End BSEC Registered 75% Equity Rule BDT 30Cr Minimum
BSEC Registered
Venture Capital Fund
Registered VC fund targeting early-stage and growth-stage companies. Invests in non-listed equity of startups and SMEs. Eligible for government co-investment programmes and Bangladesh Bank facilitated foreign currency inflows.
Early Stage Growth Stage SME Focus Co-Investment
Cross-Border
Offshore PE Structure
Cayman Islands, Singapore, or Mauritius-domiciled fund investing into Bangladesh via BIDA-registered special purpose vehicles. Commonly used by international PE funds seeking familiar legal structures with Bangladesh market access.
Cayman / Singapore BIDA SPV BIT Protection FPI Act 1980
Impact
Impact & ESG Fund
BSEC-registered impact investment fund targeting social and environmental returns alongside financial performance. Eligible for IFC, World Bank, and UNDP co-investment programmes. Growing interest from DFIs and development banks.
IFC Co-Investment ESG Framework DFI Eligible UNDP Aligned
Our Process

From First Call to
Successful Exit

A structured, end-to-end advisory process designed to protect your investment at every stage.

STEP 01
Initial Consultation
Investment strategy review, fund structure assessment, and regulatory pathway mapping.
STEP 02
Due Diligence
Legal, regulatory, and commercial due diligence on target company or fund assets.
STEP 03
Structuring & Documentation
Investment structuring, term sheet negotiation, and full transaction documentation.
STEP 04
Regulatory Approvals
BSEC, BIDA, Bangladesh Bank, and sector-specific regulatory approvals and filings.
STEP 05
Portfolio & Exit
Ongoing portfolio governance, follow-on rounds, and exit execution via IPO, trade sale, or buyout.
Transaction Types

Private Equity
Transaction Types

Growth Capital
Growth Capital Investment
Minority or majority equity investments in established, profitable businesses seeking capital for expansion, market entry, or product development. Most common PE structure in Bangladesh.
Venture Capital
Venture Capital & Seed Funding
Early-stage equity investment in startups and technology companies. Convertible note and SAFE structures increasingly used. Bangladesh's growing tech ecosystem is attracting regional VC attention.
Buyout
Leveraged & Management Buyouts
Acquisition of controlling stakes in established businesses, often with debt financing. Management buyouts (MBOs) increasingly used for family business succession in Bangladesh's corporate sector.
Pre-IPO
Pre-IPO Investment
Equity investment in companies preparing for listing on the Dhaka Stock Exchange (DSE) or Chittagong Stock Exchange (CSE). Structured to comply with BSEC lock-up and disclosure requirements.
Cross-Border
Cross-Border PE Transactions
International PE funds investing into Bangladesh via offshore SPVs, and Bangladeshi companies attracting foreign PE. Requires BIDA registration, Bangladesh Bank approval, and FPI Act compliance.
Impact
Impact & ESG Investment
PE investment targeting measurable social or environmental impact alongside financial returns. IFC, World Bank, and UNDP co-investment programmes available for qualifying impact-focused PE transactions.
Why Choose Meheruba

Triple-Qualified.
Globally Connected.
Bangladesh-Focused.

Barrister Meheruba Mahbub is one of the very few lawyers in Bangladesh who holds triple qualification — Barrister at Law from Lincoln's Inn, Solicitor of England & Wales admitted by the SRA, and Advocate of the Supreme Court of Bangladesh. This rare combination allows her to advise on both the domestic legal framework and international deal structures simultaneously.

As Name Partner at TRW Law Firm — Bangladesh's largest international law firm with 220+ lawyers across 8 global offices — she has access to a full-service platform spanning corporate law, banking & finance, dispute resolution, and tax advisory. TRW is ranked in Legal 500, IFLR1000, and International Tax Review, and has advised the IFC, World Bank, PwC, and UNDP across 50+ countries.

Book Consultation Visit TRW Law Firm
SRA Registered
Solicitor of England & Wales
SRA No. 7266913 — Admitted 10 Jan 2026
Verify
Dhaka Bar
Advocate, Supreme Court
Member ID 29524 — Enrolled 09 Mar 2023
Verify
Legal 500
Legal 500 Ranked
Arbitration — TRW Law Firm Bangladesh
View Profile
International
IFC & World Bank
Trusted advisor across 50+ countries
Institutional Advisory
FAQ

Frequently Asked
Questions

Is private equity regulated in Bangladesh?
Yes. Private equity and venture capital funds in Bangladesh are regulated by the Bangladesh Securities and Exchange Commission (BSEC) under the Alternative Investment Fund (AIF) Rules 2015. Funds must register with BSEC, appoint a licensed fund manager, and comply with ongoing reporting requirements. Foreign PE funds investing into Bangladesh must also register with BIDA and obtain Bangladesh Bank approval for foreign currency transactions.
Can foreign PE funds invest in Bangladesh?
Yes. The Foreign Private Investment (Promotion and Protection) Act 1980 guarantees protection for foreign PE investment in Bangladesh, including full repatriation of capital, dividends, and exit proceeds. There is no equity cap on foreign ownership in most sectors. Foreign PE funds typically invest via BIDA-registered special purpose vehicles, often domiciled in Cayman Islands, Singapore, or Mauritius for structural familiarity.
What are the exit options for PE investors in Bangladesh?
PE investors in Bangladesh have several exit routes: (1) IPO on the Dhaka Stock Exchange (DSE) or Chittagong Stock Exchange (CSE), subject to BSEC lock-up requirements; (2) strategic trade sale to a domestic or international buyer; (3) secondary buyout to another PE fund; (4) management buyout (MBO); and (5) share buyback by the portfolio company. Cross-border exit proceeds are freely repatriable under the FPI Act 1980 with Bangladesh Bank approval.
What is the minimum fund size for a BSEC-registered AIF?
Under the BSEC Alternative Investment Fund Rules 2015, the minimum fund corpus for a registered private equity or venture capital fund is BDT 30 crore (approximately USD 2.7 million). At least 75% of the fund corpus must be invested in non-listed equity securities of portfolio companies. Pure debt securities and loans are prohibited from counting towards the 75% equity requirement.
Which sectors attract the most PE investment in Bangladesh?
The most active PE sectors in Bangladesh include: technology and fintech (driven by a 170 million digital consumer base), healthcare and pharmaceuticals (post-COVID expansion), renewable energy (100+ SEZs with energy demand), logistics and e-commerce, ready-made garments (RMG) and textiles, and real estate and infrastructure. The government's 100 Special Economic Zones programme is creating significant PE opportunities in manufacturing and industrial sectors.
Private Equity Advisory

Ready to Invest
in Bangladesh?

Book a consultation with Barrister Meheruba Mahbub — Bangladesh's leading triple-qualified private equity lawyer — to discuss your fund structure, investment strategy, or portfolio transaction.

Book Consultation Email the Firm Visit TRW Law Firm
remura.mahbub@gmail.com
info@trfirm.com
tahmidurrahman.com