TRW & Co · Corporate, Commercial & IP
Due Diligence Lawyer in Chittagong (Chattogram)
A due diligence lawyer in Chittagong checks a company, business or property before you buy, invest, lend or partner, using RJSC filings, land records, court searches, licences and tax records. In Chattogram, where family groups, informal share transfers and complex land titles are common, independent checks are often the only reliable way to know what you are paying for.
Key pointTitle in Bangladesh is proved from registered deeds, survey khatians, mutation and possession rather than a guaranteed register, so every material document should be checked against an independent official source, not the seller's copy.
At a glance
No single register
Company status is checked at the RJSC, land title through deeds, khatians and mutation, and disputes through separate court records, so reviews draw on many sources.
RJSC has a Chattogram office
Filings for companies registered with the Registrar of Joint Stock Companies and Firms can be searched and compared with the company's own registers.
Online land records
Khatians can be checked through e-Porcha and land development tax through the online system, but certified copies and site visits remain essential.
Invest Bangladesh succeeds BIDA
Foreign-owned targets outside the zones are registered with the Invest Bangladesh Authority under the Invest Bangladesh Act 2026, which reviews should verify.
Findings must reach the contract
Due diligence is only useful if findings become price changes, conditions precedent, warranties, indemnities or escrow in the transaction documents.
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What legal due diligence covers in Bangladesh and in Chattogram
A due diligence lawyer in Chittagong investigates a company, a business, a property or a counterparty before you commit money to it. The aim is simple: find out what you are really buying, lending against or partnering with, identify the legal risks, and use those findings to decide whether to proceed, renegotiate the price, add protections to the contract or walk away.
In Chattogram the subject has two faces. On the corporate side, investors, banks and buyers examine trading houses, shipping and logistics businesses, factories, EPZ enterprises and family-owned groups before acquisitions, joint ventures, loans and supply deals. On the property side, buyers of land and flats need their purchase vetted, because title in Bangladesh is proved from deeds, survey records and possession rather than a guaranteed register.
Due diligence is most valuable before anything is signed or paid. Once an advance has gone to a seller or a share purchase agreement is executed without proper warranties, the buyer's leverage falls sharply. That is why experienced investors bring in a due diligence lawyer in Chittagong at the term sheet or booking stage, not at closing.
The legal framework and the records you can check
There is no single due diligence statute in Bangladesh. Instead, a review tests the target against each body of law that applies to it and checks the public and private records that show compliance.
Company law and the RJSC
The Companies Act 1994 governs incorporation, share capital, directors, meetings, charges and winding up. The Registrar of Joint Stock Companies and Firms, which keeps an office in Chattogram, holds the memorandum and articles, returns of allotment, annual returns, particulars of directors and registered charges. Comparing these filings with the company's own registers and minute books is the starting point for any corporate review, because gaps between the two are common in family companies.
Land and property records
For land and buildings, the key laws are the Transfer of Property Act 1882, the Registration Act 1908, the State Acquisition and Tenancy Act 1950 and the Land Crimes Prevention and Remedy Act 2023. Title is traced through registered deeds held at the sub-registry offices, successive survey khatians, mutation records and land development tax receipts. Many records can now be checked online through e-Porcha for khatians and the land development tax system, but certified copies and site inspection remain essential.
Flats bought from developers also engage the Real Estate Development and Management Act 2010, the landowner-developer agreement, the developer's power of attorney, and Chattogram Development Authority planning approval for the building.
Regulatory, tax and sector records
- Tax and VAT: income tax under the Income Tax Act 2023, VAT under the VAT and Supplementary Duty Act 2012, and customs under the Customs Act 2023, with returns, assessments and pending appeals before the NBR's authorities and tribunals.
- Labour: the Labour Act 2006 or, inside BEPZA zones, the EPZ Labour Act 2019, with factory licences from DIFE, service rules, and any Labour Court cases.
- Environment: environmental clearance under the Environment Conservation Act 1995 and the 2023 Rules.
- Investment and foreign exchange: registration with the Invest Bangladesh Authority, which has succeeded BIDA, or with BEPZA for zone enterprises, and compliance with Bangladesh Bank's foreign exchange rules on inward investment, loans and remittances.
- Competition: section 21 of the Competition Act 2012 addresses combinations that harm competition, and the Bangladesh Competition Commission has worked on detailed combination regulations, so larger deals need a competition check.
- Anti-money laundering: the Money Laundering Prevention Act 2012 and beneficial ownership expectations of banks and buyers.
Litigation and enforcement
Pending cases can change the value of a target overnight. A thorough review searches for suits and proceedings in the Chattogram civil courts, the Money Loan Courts (Artha Rin Adalat), the Labour Courts, the criminal courts for cheque dishonour and other complaints, and the High Court Division, whose cause lists and judgments are published by the Supreme Court. Searches are only as good as the information available, so we combine them with management questionnaires and warranties.
Scoping the review: what to check for each type of deal
Scope drives cost and time. A due diligence lawyer in Chittagong should agree a scope that fits the transaction and the risks that really matter, rather than running a standard checklist.
| Transaction | Core workstreams | Key records | Usual red flags |
|---|---|---|---|
| Share acquisition or investment | Corporate, title to shares, contracts, licences, tax, labour, litigation, property | RJSC filings, share register, board minutes, licences, tax returns, court searches | Unrecorded share transfers, undisclosed guarantees, tax assessments, family claims |
| Asset or business purchase | Title to assets, contracts and consents, employees, permits | Deeds, khatians, equipment invoices, customs records, key contracts | Assets mortgaged to banks, non-transferable licences, worker liabilities |
| Joint venture | Partner's authority, reputation, finances, assets contributed, regulatory approvals | RJSC filings, board resolutions, land title, CIB report with consent | Partner's loan defaults, disputed land contribution, conflicting prior agreements |
| Bank lending or security | Borrower's capacity, title to security, existing charges, enforceability | Charge register, deeds, khatians, mutation, prior mortgages | Prior mortgages, defective title, pending Money Loan Court suits |
| Land or flat purchase | Title chain, mutation, tax, encumbrances, planning approval, developer's authority | Sub-registry searches, e-Porcha, land tax receipts, CDA approval, developer agreement | Missing heirs, forged deeds, khas or acquired land, building beyond approved plan |
Sellers can also commission vendor due diligence before a sale process, so that problems are fixed early and buyers receive a report they can rely on. A due diligence lawyer in Chittagong acting for a seller focuses on curing defects, not just listing them. For a share deal, our article on the legal due diligence checklist for Bangladesh sets out the document request list, and our guide to tax due diligence when buying a Bangladeshi business covers the tax workstream in more depth.
The most useful due diligence report is not the longest. It is the one that tells a decision-maker which three issues change the price, which need a warranty, and which mean walking away.
Property due diligence for land and flats in Chattogram
Property is where most individual clients meet due diligence, and where the consequences of skipping it are hardest to undo. Whether the asset is a factory site in Kalurghat, a plot in a CDA residential area or a flat under construction in Nasirabad or Khulshi, a due diligence lawyer in Chittagong follows the same core method.
Tracing the title chain
The review starts with the current owner's deed and works backwards through each earlier transfer, inheritance or gift until it reaches the oldest relevant survey record. At each link, we check that the person transferring had the right to do so, that all heirs joined where land was inherited, and that the property description matches the khatian and dag numbers. Chattogram land may appear in several survey series, including the older cadastral and later revisional and city surveys, and discrepancies between them are a frequent source of disputes.
Mutation, land tax and possession
The seller should hold a mutated khatian in their own name and up-to-date land development tax receipts. Mutation is a revenue record rather than conclusive proof of title, but missing or contested mutation is a warning sign. A site visit confirms who is actually in possession, whether there are tenants or encroachments, and whether the boundaries on the ground match the documents.
Developer flats
For a flat, the review adds the landowner-developer agreement, the power of attorney from the landowners to the developer, the allocation of flats between them, the CDA building approval and the developer's obligations under the Real Estate Development and Management Act 2010. Buyers should confirm that the specific flat is in the developer's share, that the building follows the approved plan, and that the payment schedule is tied to construction milestones. Our guide to verifying land documents before buying in Chittagong covers the documents in more detail.
The due diligence process step by step
- Agree scope and materiality. Define the transaction, the questions the client must answer and the thresholds below which issues are not reported in detail.
- Send a request list. Issue a tailored document and information request to the seller or target, with a questionnaire for management.
- Run independent searches. Search RJSC filings, sub-registry records, khatians, land tax, court records and regulatory databases, rather than relying only on copies supplied by the seller.
- Review and interview. Review the data room, inspect sites and interview management, accountants and, where appropriate, local officials.
- Report by risk. Deliver a red-flag summary first, then a full report ranking each issue and recommending how to deal with it.
- Translate findings into the deal. Turn findings into conditions precedent, price adjustments, specific indemnities, warranties, escrow or retention, and pre-closing remedial steps.
- Verify at closing. Check that conditions are satisfied, consents obtained and remedial steps completed before money is released.
A due diligence lawyer in Chittagong coordinates this process with financial, tax and technical advisers so that findings are consistent and nothing falls between workstreams.
Documents and information to request
The request list varies by deal, but for a Chattogram company it usually includes:
- certificate of incorporation, memorandum and articles, and all RJSC filings, including returns of allotment, annual returns and changes of directors;
- share register, share transfer instruments with stamp duty evidence, board and shareholder minutes, and any shareholders' or joint venture agreements;
- trade licence from Chattogram City Corporation, factory licence, environmental clearance, fire licence, import and export registration certificates, and sector licences;
- registration with the Invest Bangladesh Authority or BEPZA, and foreign exchange records for any foreign investment or loans;
- title deeds, khatians, mutation records, land tax receipts and leases for every property used by the business;
- loan agreements, sanction letters, mortgages, guarantees and correspondence with banks;
- material customer, supplier, agency and distribution contracts, including change-of-control clauses;
- employment documents, service rules, provident fund and gratuity records, and any union or collective agreements;
- income tax, VAT and customs returns, assessments, audits and pending appeals; and
- a list of pending or threatened litigation, regulatory notices and investigations.
Risks, red flags and common mistakes
Relying on the seller's photocopies
Copies supplied by a seller are a starting point only. Forged or altered deeds, backdated board minutes and edited licences do surface in Chattogram transactions. Every material document should be checked against an independent source: a certified copy from the sub-registry volume, an RJSC search, an online khatian or a confirmation from the issuing authority. A seller who resists independent verification is giving you important information about the deal.
Hidden bank liabilities and guarantees
Family groups in Chattogram often cross-guarantee loans between companies and pledge assets to banks informally or through charges that are not obvious from accounts. A target may also be a defendant in a Money Loan Court suit or affected by a classified loan of a related company. Review the charge register, loan files and bank correspondence, and, with consent, credit information through lenders. Warranties and specific indemnities should cover any liability discovered late.
Unrecorded share transfers and family claims
Shares in private companies are often transferred informally within families, without stamped instruments or RJSC filings. On a death, heirs may claim shares the buyer believed were held by the seller. Check the share register against RJSC records, confirm stamp duty and board approvals for every transfer, and identify any deceased shareholders whose succession has not been documented. Where gaps exist, require rectification before closing.
Licences that do not transfer
Many licences and registrations are personal to the holder or require approval for a change of control. In an asset deal, the buyer may need fresh licences; in a share deal, regulators such as BEPZA may need to approve the change. Contracts with customers and suppliers can also contain change-of-control clauses. Map every licence and key contract, identify the consents needed, and make them conditions of closing.
Land that is khas, acquired or in dispute
A factory site or flat may stand on land recorded as government khas land, land acquired for a public project, vested property, or land subject to a pending partition or title suit. None of these issues shows on a seller's deed. Search the survey records, the land office and the courts, and inspect the site. Our title verification and flat purchase teams handle the property side in detail.
Pay nothing before the key checks are done. Where a seller insists on a booking money or advance, keep it small, record its refund conditions in writing, and link the main payment to satisfactory due diligence and registration or completion.
Foreign investors and Bangladeshis abroad
Foreign buyers and investors, including groups from Singapore, the Gulf, China, Japan and Europe, often need a report in English that their boards, lenders and insurers can rely on, written to a standard comparable with their home markets. A due diligence lawyer in Chittagong can deliver that while explaining the local context: how title works, what an RJSC search can and cannot show, and how enforcement works in Bangladeshi courts.
Bangladeshis in the UK, the Gulf and Singapore frequently buy land or flats in Chattogram, or invest in family businesses, from abroad. They are also frequent targets of fraud because they cannot inspect in person. We carry out searches and site visits locally, share findings by video call and hold documents until registration is complete. Where a purchase proceeds, a properly attested power of attorney allows a trusted representative to sign. TRW & Co's offices in Dhaka, Singapore, Dubai and London help coordinate with overseas clients, their advisers and their banks.
How a due diligence lawyer in Chittagong at TRW & Co helps
Our Chattogram advocates and corporate lawyers run due diligence for buyers, investors, lenders and joint venture partners, and for individuals buying property. We report clearly, rank issues by risk and help negotiate the protections that the findings justify.
Corporate and M&A reviews
We review share title, RJSC filings, governance, contracts, licences, employees and litigation, and produce a red-flag report followed by a full report where needed.
Property and title checks
We trace deed chains, obtain certified copies, check khatians, mutation and land tax, inspect the site and confirm planning approvals for land and flats.
Lender and security reviews
We check borrowers' capacity, existing charges and title to security, and give opinions on the enforceability of security documents.
Joint venture partner checks
We review a proposed partner's authority, assets, disputes and regulatory standing before a joint venture or landowner-developer agreement.
Regulatory and tax coordination
We work with accountants and technical advisers on tax, VAT, customs, environmental and labour compliance so that the findings fit together.
Deal protection
We turn findings into conditions precedent, warranties, indemnities and escrow arrangements, and verify that conditions are satisfied before completion.
Due diligence usually feeds into wider transactional work by our corporate team, our mergers and acquisitions practice and our joint venture lawyers. Our guide to buying a Bangladeshi company explains how the review fits into the overall deal timetable. You can also browse all our practices or the Chattogram office hub.
Checklist for decision-makers
- Have we agreed a scope and materiality threshold that matches the real risks of this deal?
- Have RJSC filings, the share register and minute books been compared independently?
- Has title to every material property been traced through certified copies, khatians, mutation and land tax?
- Have bank loans, guarantees and charges been identified, including those of related companies?
- Have court searches covered the civil courts, Money Loan Courts, Labour Courts and the High Court Division?
- Do licences and key contracts survive a change of control, and which consents are needed?
- Are tax, VAT and customs exposures quantified with the help of accountants?
- Are the findings reflected in price, conditions, warranties, indemnities or escrow?
- Have we held back payment until the key checks are complete?
To scope a review with a due diligence lawyer in Chittagong, contact our Chattogram office at Room 4022, Annex 2, District and Sessions Judge Court Building, Court Hill (Porir Pahar), Kotwali, Chattogram 4000, email info@trw.co or call +880 1779 127165.
Frequently asked questions
01What does legal due diligence cost and how long does it take?
It depends on scope: the number of companies, properties, contracts and jurisdictions involved, and how organised the target's records are. A focused property check or red-flag review can be completed relatively quickly once documents are available, while a full acquisition review takes longer. We agree scope, timetable and fees in writing at the start, and tell you early if missing records will cause delay. We do not quote fixed figures without seeing the target.
02Can I rely on the seller's documents?
Only as a starting point. Forged or altered documents do occur, and sellers may not disclose unfavourable records. We verify material documents independently: RJSC searches for company filings, certified copies from sub-registry offices for deeds, official khatians, land tax records and court searches. Where independent verification is impossible, we say so in the report and recommend contractual protection such as warranties, indemnities or retention of part of the price.
03What are the most common red flags in Chattogram deals?
In company deals, the frequent issues are informal share transfers not filed with the RJSC, cross-guarantees for related companies' bank loans, pending Money Loan Court suits, tax assessments under appeal and licences that will not survive a change of control. In property deals, they are missing heirs, incomplete mutation, khas or acquired land, forged deeds and buildings that exceed approved plans. Each can usually be managed if found early.
04Do I need due diligence to buy a flat in Chattogram?
Yes. A flat purchase involves the land title, the landowner-developer agreement, the developer's authority, the building's approval from the Chattogram Development Authority, and the flat's allocation and registration. Problems in any of these can delay handover or registration for years. A due diligence lawyer in Chittagong checks these before you pay the main instalments, and our flat purchase team then supports the deed and mutation.
05Can due diligence be done while I am abroad?
Yes. We carry out searches and site inspections in Chattogram, share scans, photographs and a written report, and discuss findings by video call. If you decide to proceed, a properly executed and attested power of attorney allows a trusted representative to sign. Bangladeshis living in the UK, the Gulf and Singapore use this approach regularly, and TRW & Co's overseas offices help with notarisation and attestation.
06Does a bank's legal check protect me as a buyer?
Not necessarily. A bank's panel lawyer reviews title and security to protect the bank's loan, not your investment. The scope may exclude issues that matter to an owner, such as planning approval, access, possession, tax or the seller's other liabilities. Borrowers should commission their own review, ideally before the bank's lawyer starts, so that issues are found and fixed once.
07What happens if due diligence finds a serious problem?
You have options. Many problems can be cured before closing: missing filings can be completed, heirs can join a deed, a charge can be released or consents obtained. Others can be priced in, or covered by a specific indemnity, escrow or retention. Some issues, such as a disputed title or an undisclosed criminal investigation, may justify withdrawing. Our report ranks each finding and recommends a practical response.
Sources and official materials
- Companies Act 1994 — Company formation, shares, directors, charges and filings
- Registrar of Joint Stock Companies and Firms — Company filings and online search
- e-Porcha (online khatian) — Record of rights and mouza maps
- Land Development Tax online system — Land tax status checks
- Invest Bangladesh Authority — Successor to BIDA for investment registration
- Supreme Court of Bangladesh — High Court Division cause lists and judgments
General information only, current as at 2 November 2026. It is not legal advice and does not create an advocate–client relationship. It reflects the law of Bangladesh unless stated otherwise, and the law, court practice and official fees change frequently. Check current official sources and take advice on the facts of your matter.
