M&A, liquidation, insolvency & Corporate Litigations

Rahman’s Chambers, from its very inception, has not only been assisting clients in different corporate transactions but also helping them for over a decade, in fulfilling their requirements by filling litigation in company court or bankruptcy court. In the company court, under high court division, we have successfully handled a number of major company matters suits are e.g. merger and amalgamation of one company with another, winding -up of a company by the creditor, monitory protection suit, etc. We have experience of assisting clients over bankruptcy matters. Chambers and Partners 2023  Asia Pacific Guide ranked Rahman’s Chambers for Corporate & Finance and commented: Advocates at the firm are knowledgeable on restructuring and insolvency procedures. They added: “One source states:Their solution-based and customer-oriented approach is enormously helpful in reaching the best solution.”

Rahman’s Chambers has been consecutively ranked for Corporate & Finance.

-Chambers & Partners, 2023 – 2021

Mr. Mohammed Forrukh Rahman has been consecutively ranked (Band II) for Corporate & Finance.

– Chambers and Partners, 2020

“he is a knowledgeable and very co-operative person. I have discussed many issues with him and he gives me the right suggestions.”

– Chambers and Partners, 2019

“Rahman’s Chambers handles… corporate transactions, finance… The ‘very responsible, responsive and knowledgeable’ Mohammed Forrukh Rahman heads the firm…”                                                                                                                                                                             – Legal 500, 2018

Rahman’s Chambers is recommended for General Business Law

We have a total of one Advocate enrolled in the Appellate Division, seven Advocates enrolled in the High Court, and four Advocates enrolled in the District Court.

Our related experiences:


  • We have commenced proceeding before company court for rectification of share register with a view to entering the name of the petitioner in the share register fraudulently omitted.

M & A ( MERGER) 

  • Merger and Acquisition (M&A) of two companies of Giant Group
  • Merger and Acquisition (M&A) of two companies of Crystal group.
  • Advised and conducted due diligence for a garments company involving M & A of a company.
  • Conducted due diligence involving M & A of SDS International Limited.
  • Advised Coopers on merger and acquisition.


  • We along with Allen & Gledhill LLP advised and assisted CR3 (SINGAPORE) PTE. LTD. in recovering outstanding due involving supply of capital machineries supplied to a local company by initiating creditor winding up proceeding.

  • Represented UBICO to protect its interest in a liquidation proceeding filed by Central Bank against a financial institution  PLFSL due to its inability to pay back its depositors’ money despite the maturity of the deposits.
  • Assisted a major Malaysian Digital IT/Internet Content Provider company by filing a Winding Up petition against local creditors and assisting in the successful out of Court Settlement proceedings afterward.
  • Winding up of United Airways (BD) LTD, on behalf of major Canadian engine supplier in an attempt to recover leased engine and outstanding rental.
  • Winding Up of NI Industries Ltd.


  • Advised a local subsidiary of an Indian Conglomerates on voluntary winding up through RJSC.


  • In 2021, we jointly worked with Deloitte, for BGMEA in a major project involving modernizing and upgrading the bankruptcy and insolvency laws of Bangladesh. The report suggested significant changes in the present Bankruptcy Act 1997 in order introduce insolvency resolution, separate specialized tribunals, insolvency professionals etc.
  • Successfully  initiating proceedings of bankruptcy for MI Industries (India) Pvt. LTD against Ha-meem group resulted in out of court settlement.
  • Filed for Bankruptcy proceeding under Bankruptcy Court in Bangladesh representation a foreign based company namely Blanko Moda
  • Drafted Demand Notice under Bankruptcy laws of Bangladesh for PIPI & PUPU DI LABUSCHAGNE.


  • Minority protection litigation involving a Dredging Company
  • Minority protection litigation for shareholders of Impulse Hospitals LTD
  • Launching proceeding for C&L Trading Co. Inc, the USA being a creditor over bankruptcy matter against a local company.
  • Advising Estetica Group, Poland in recovery debt arising from the payment made for the purchase of garment in Chattogram through initiating bankruptcy suite against an insolvent company.


  • Advised a co-owner of a leading Composite Group on Demerger.


  • Amendment of object clause for Appollo Ispat Complex Limited, Ronson Ltd. and Panmark Ltd., Samorita Hospital Ltd. and few other companies.

Practice Guide – Corporate

Due to the recent rapid economic growth of the country and changes in taxation laws, conditions of the capital market, etc our business community is now exploring various corporate opportunities available under the law which were rarely used in the past.  The demand for legal support is gradually increasing as local and foreign companies operating in Bangladesh are looking for options to grow and successfully compete in their own sector by merging with others and in unsuccessful cases looking for options to reduce unnecessary cost and liabilities by liquidation. Creditors are also venturing different avenues under company and bankruptcy law to recover their dues within the shortest possible time as the traditional route of filing a money suit proved a futile exercise. Keeping the demand in mind, we have opened a separate corporate department covering both corporate litigation and corporate transaction practice.

Under the new Budget, shareholding percentage has been amended for amalgamation. Now shareholders holding at least 75% (previously 90%) of the value of shares in the amalgamating company (which now includes foreign company, where there is foreign shareholding in a Bangladeshi company) become shareholders of the amalgamated company. Also, capital gain arises from any transfer of capital asset in a scheme of amalgamation is now tax exempted. Any consideration received by shareholders of amalgamating company in any manner other than shares of amalgamated company shall be subject to applicable tax. Also, the amalgamated company is now allowed to carry forward the accumulated loss and depreciation of the amalgamating company.

The Chambers has provided legal support and also conducted due diligence for a number of companies, e.g. garment and textiles related business, as to possible merger and amalgamation within same group. All the assets of the merged company transfers it’s assets to the merging company allowing significant reduction in expenses e.g. from tax, customs and VAT related expenditures, etc. Scheme of amalgamation is required to be filed before the court along with special resolution.

For more details on our Share Acquisition works please click here.

For information on land acquisition works please click here.

Many companies preferred voluntary liquidation during this pandemic to reduce cost. Few foreign branch/liaison offices are considering the possibility to close business. While a very limited number of M & A transactions took place. Merger helps to develop R & D capabilities, reduce cost, etc. AI, Technological capacity enhancement is now making the buyers more dependent on technology and less on labor cheap labour. Selection of suitable corporate restructuring or exit plan depends on various factors, which requires a detailed legal due diligence exercise.

Winding up petition can be filed by the shareholders, creditors or by the company itself. The most common ground of winding up is just an equitable ground. A winding up petition filed by the creditors is comparability straight forward although the hon’ble court is required to be satisfied that the company is commercially insolvent and there is no hope of it survival.

The Chambers has significant litigation experience in conducting cases and filing application under the Companies Act 1994 in the Company Court of High Court Division. In a minority protection cases under section 233 of the Companies Act 1994, the chambers were able to assist client in selling share at a fair value to the majority. We have successfully recovered share purchase value through filing monitory protection suit for a leading institutional investor.

Non payment of dues and/or accumulation of debt rendering a Corporate entity unable to pay its dues, gives rise to Corporate Insolvency. The Chambers has significant experience of  dealing with Bankruptcy matters which serves as an alternative recursive strategy to recover payments and/or dues from corporate entities without resorting to the usual and general money recovery methods. Our firm has advised foreign Clients in the past, to proceed with Bankruptcy claims in the Courts due to its significantly less backlog of cases in the Bankruptcy courts of Bangladesh for recovery of outstanding dues.

Similarly, the Firm is equally capable in advising and representing Corporate/Commercial entities that are insolvent, requiring to obtain a Declaration of Insolvency from the relevant Courts in order to analyse its current commercial viability and manage its finances accordingly, including but not limited to, paying back its creditors in a timely and scheduled manner.

In a writ petition, the Hon’ble High Court Division of the Bangladesh Supreme Court has held that the respondents, the National Board of Revenue (NBR) and its officials, have no lawful authority to lock the business identification number (BIN) of the petitioner, a company, for the alleged outstanding liabilities of a third party. Both the Petitioner and the third-party company are sui juris in law, that is, they have full legal capacity to act on their behalf and are not subject to the authority of another.

Our Services

  • Company matter suit for minority shareholders’ protection
  • Company matter suit for merger amalgamation and winding up
  • Company matter suit for amendment of memorandum
  • Company matter suit for permission for time extension for filing with RJSC
  • Declaration suit under shareholders agreement and articles of association enforcing specific rights
  • Company resolutions, notice, filing of annual returns
  • Share transfer, acquisition, take over
  • Filing, search and obtaining copy from Registrar of Joint Stocks of Companies
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