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Shareholders Agreement Generator – Bangladesh

Shareholders Agreement Generator

Companies Act 1994 · Contract Act 1872 · Stamp Act 1899 · Securities & Exchange Ordinance 1969 · Arbitration Act 2001 · RJSC Bangladesh · Drag-Along · Tag-Along · Pre-Emption Rights · Deadlock Resolution

Companies Act 1994 Contract Act 1872 Stamp Act 1899 RJSC Bangladesh Arbitration Act 2001 Securities & Exchange Ordinance 1969 Drag-Along Rights Tag-Along Rights Pre-Emption Rights Deadlock Resolution
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§11
Companies Act 1994 §11 — Memorandum of Association: defines company's objects, liability & capital; SHA must align with MoA & AoA
§22
§22 — Articles of Association: internal governance rules; SHA supplements AoA and must not contradict applicable Bangladesh law
§38
§38 — Share transfer restrictions: right of refusal on transfer; AoA may refuse registration of transfer; SHA governs pre-emption, drag-along & tag-along rights
RJSC
RJSC — Registrar of Joint Stock Companies & Firms; changes to share structure, directorship & capital must be filed with RJSC under Companies Act 1994
2001
Arbitration Act 2001 — Governs dispute resolution in commercial agreements including SHAs; arbitration seat typically Dhaka, Bangladesh
Disclaimer: This tool generates a draft Shareholders Agreement for reference purposes only. It does not constitute legal advice. In Bangladesh, shareholders agreements are primarily governed by the Companies Act, 1994 (Act No. XVIII of 1994), the Contract Act, 1872, the Stamp Act, 1899, and the Arbitration Act, 2001. Any SHA must align with the company's Memorandum of Association (§11) and Articles of Association (§22). The SHA must not contradict the Articles of Association or applicable Bangladesh law. Listed public companies are additionally subject to the Securities and Exchange Ordinance, 1969 and BSEC regulations. This agreement should be executed on Non-Judicial Stamp Paper and notarised. Any amendments to share capital or directorship must be filed with RJSC. Consult a qualified lawyer before executing. This tool is Bangladesh-specific.
1

Company Information

2

Shareholders' Details

List all shareholders who are parties to this Agreement. Under the Companies Act, 1994, a private limited company may have 2–50 shareholders; a public limited company may have unlimited shareholders. All parties listed must sign the Agreement.

Click "+ Add Shareholder" to add each shareholder — Full name, NID/Passport No., number of shares held, percentage holding, and address are required. Minimum 2 shareholders required for a private limited company.

3

Board of Directors & Governance

4

Share Transfer Rights & Exit Provisions

5

Dividends, Financial Matters & Anti-Dilution

6

Additional Shareholder Rights & Deadlock Resolution

7

Dispute Resolution, Governing Law & Execution

8

Additional Notes / Special Conditions

Add any special conditions, indemnity clauses, IP ownership provisions, exit event definitions, ESOP restrictions, BIDA / foreign investment conditions, or authority-specific requirements.

All Rights Reserved by Aeenx. Tool Developed by Aeenx Developer Team.

Governed by Shareholders' Agreement  ·  Companies Act 1994  ·  Tag-Along Rights  ·  Drag-Along Rights  ·  Pre-Emption Rights  ·  Contract Act 1872  ·  Arbitration Act 2001  ·  Corporate Governance  ·  Need legal help? Contact Us

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