Business & Company
Business partnerships, joint ventures, and inter-company agreements — Partnership Deeds, MOUs, NDAs, distributor and supplier contracts, share-transfer documents, and franchise agreements — are the backbone of the Bangladeshi SME economy. Unlike a rental or a loan, a business agreement usually creates an ongoing relationship with money, decisions, work-product and reputation shared between the parties every day; the contract's job is to set out clearly what each partner brings in, how profits are split, who signs cheques, how new partners are admitted, how a disagreement is resolved, and how the venture is wound up when it eventually ends. A poorly drafted or missing Partnership Deed is the single largest cause of small-business break-ups in Bangladesh.
Stamp & registrationStamp duty & witnesses: a Partnership Deed for a registered firm under the Partnership Act, 1932 typically runs on Tk. 2,000 non-judicial stamp paper plus two witnesses and, for full protection, registration with the Registrar of Joint Stock Companies (RJSC). MOUs and NDAs commonly use Tk. 300 non-judicial stamp. Notarisation adds evidentiary weight but is not compulsory except where a specific statute requires it.
Contract types in this category
- Partnership Deed
- Joint Venture Agreement
- Share Transfer Agreement
- Business Sale Agreement
- Business Transfer Agreement
- Memorandum of Understanding (MOU)
- Supplier / Vendor Agreement
- Distributor Agreement
- Franchise Agreement
- Investment Agreement
- Non-Disclosure Agreement (NDA)
- Non-Compete Agreement
- Cooperative Society Agreement
- Profit Sharing Agreement
- Agency Agreement
- Dealership Agreement
- Partnership Dissolution Agreement
- Wholesale Purchase Agreement
- Commission Agent Agreement
- Letter of Intent (LOI)
- Business Incubation Agreement
- Startup Equity Agreement
Frequently asked questions
- Do we have to register our partnership firm to have a valid Partnership Deed?
- No — an unregistered partnership can still be a valid partnership under the Partnership Act, 1932. However, the Act sharply restricts an unregistered firm's ability to sue in court to enforce a contractual right against a third party, and generally bars a partner from suing another partner over a right arising from the partnership contract, until the firm is registered. In practice, that makes registration with the Registrar of Joint Stock Companies (RJSC) essential for any partnership that will hold contracts, open a bank account, or ever need to litigate — set it up as part of the initial deed rather than as an afterthought. Because these procedural rules have specific statutory sub-sections and exceptions, confirm the exact current wording with a lawyer before relying on it.
- How do we make a Non-Disclosure Agreement (NDA) enforceable in Bangladesh?
- An NDA is enforceable as an ordinary contract under the Contract Act, 1872, provided (a) it clearly defines what information is 'confidential', (b) the confidentiality obligation is for a reasonable period after termination — usually 2-5 years — (c) the receiving party's permitted uses are spelled out narrowly, and (d) the parties agree on a remedy for breach (typically both damages and an injunction). Executing the NDA on Tk. 300 non-judicial stamp with witnesses, or via ChuktiQ with OTP-verified signatures, both work.
- What happens if a partner walks away from a signed Partnership Deed?
- The Partnership Act, 1932 lets the remaining partners either dissolve the firm entirely or continue with a reconstituted partnership after settling the departing partner's account — the mechanism will be whatever the Deed itself specifies. If the Deed is silent, the Act's default rules apply, which usually means the departing partner is entitled to their share of the capital plus a share of the goodwill computed as at the date of departure, together with a statutory entitlement to either interest on that balance or a proportionate share of the firm's subsequent profits until final settlement. Those default outcomes are almost never what the remaining partners actually want, which is the single biggest reason your Partnership Deed should have an explicit exit clause, valuation formula, payout schedule and non-compete restriction from day one — and why the specific default figures should be checked with a lawyer against the current text of the Act if you plan to rely on them.