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Tuhin & Partners

Industries

Startup & IT

Company formation, investment rounds, platform and data regulation, and commercial contracts for technology businesses.

In short

Tuhin & Partners advises technology businesses in Bangladesh: company formation and founder arrangements, investment rounds and shareholders' agreements, ESOPs, software and SaaS contracts, platform terms, data protection and privacy practice, intellectual property ownership in developed code, and the exchange control questions that arise when investment comes from abroad. The firm acts for founders and for investors taking positions in Bangladeshi technology companies.

Key takeaways

  • Getting IP assignment right at formation matters: code written by founders or contractors does not vest in the company automatically.
  • Foreign investment into a Bangladeshi company must be reported so that an exit can later be remitted out.
  • Share issues, valuations and transfers involving non-residents attract exchange control and pricing requirements.
  • Tuhin & Partners advises on formation, funding rounds, commercial contracts and platform regulation.

Technology companies and startups operate in a regulatory environment that is developing quickly — digital commerce rules, data protection developments, payment regulation, and foreign investment procedures for venture funding.

We advise founders, startups, and established technology companies on incorporation and structuring, shareholder and investment agreements, employee arrangements including option schemes, platform terms and policies, and commercial contracts. For foreign investors and funds we handle the Bangladesh mechanics of investment rounds, including regulatory filings, share issuance, and repatriation planning.

Common questions

How does a foreign investor take shares in a Bangladeshi startup?

Investment comes in through the banking channel and is reported so the inward remittance is on record, shares are issued and the allotment filed with RJSC, and the pricing has to satisfy the applicable valuation requirements. The documentation created at this stage is what makes an eventual exit remittable.

Who owns software developed by a contractor in Bangladesh?

In the absence of a written assignment, ownership does not necessarily sit with the company that paid for the work. A written assignment of intellectual property in every founder, employee and contractor agreement is the reliable answer, and it is far cheaper to do at the outset than during due diligence.

Are there data protection laws in Bangladesh?

Bangladesh does not have a single comprehensive data protection statute of the kind found in the EU, and obligations are spread across sector rules, contractual commitments and the general law. Businesses handling personal data of users abroad may also be subject to that jurisdiction's regime regardless of where they are established.

Can a Bangladeshi company issue stock options to employees?

Employee share schemes can be implemented, but the structure has to work with the Companies Act, the company's articles and — where participants are non-resident or the parent is foreign — the exchange control rules. The design should be settled before options are promised.

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