Foreign Companies Initiating Legal Proceedings
Initiating legal action in Bangladesh by a foreign company requires careful adherence to procedural and legal formalities under Bangladeshi laws including the Power of Attorney Act, the Evidence Act, the Notaries Ordinance, and where applicable, the Hague Apostille Convention, 1961.
Phase 1: Internal Authorization (Within the Foreign Company)
A board resolution must be passed authorizing initiation of legal proceedings in Bangladesh, appointing specific individuals as representatives, approving the execution of a POA in their favor with clearly defined scope and authority, and designating company officials to execute the POA and affidavits.
Certified true copies of corporate documents must be prepared, including the Certificate of Incorporation or Registration, Memorandum and Articles of Association, the board resolution, and a list of directors and the company secretary.
Phase 2: Execution of POA and Affidavits
The Power of Attorney must clearly identify the company as principal, the attorney-holder, the scope of authority, and the term of the POA. The affidavit should be a sworn statement of facts, drafted in the first person and include a verification clause.
The POA and affidavit must be signed by the authorized company officer(s), and each page of the POA should be signed. Handwritten entries should also be countersigned.
Phase 3: Authentication and Legalization or Apostille (Outside Bangladesh)
Executed documents must be notarized in the foreign country where the company is registered. If the country is a member of the Hague Apostille Convention, the notarized documents should be submitted to the competent authority for Apostille. If not, they must be legalized by the Bangladeshi Embassy or High Commission.
Phase 4: Stamping and Use in Bangladesh
Upon receipt in Bangladesh, the POA must be stamped within three months according to the Stamp Act. Stamp duty varies by region, and adjudication may be required. The stamped POA authorizes the attorney to act in Bangladeshi courts. The affidavit, if apostilled or legalized, can be submitted along with the plaint or other legal documents.
Relevant provisions of the Evidence Act provide that courts will presume the validity of a POA authenticated before a Notary, Judge, or Bangladeshi Consul.
Case Study: Foreign Company Authorizing Bangladeshi Citizen via POAAs of March 30, 2025, Bangladesh becomes a member of the Hague Apostille Convention.
Prior to March 30, 2025
The POA executed abroad must be notarized, then legalized by the Bangladeshi High Commission before being sent to Bangladesh. It must be stamped within three months.
After March 30, 2025
The POA must be notarized and apostilled by the competent authority abroad. It will then be accepted in Bangladesh without further legalization.
Who Can Issue Apostille in Bangladesh (Effective March 30, 2025)
The Ministry of Foreign Affairs in Dhaka is the designated authority. The Director General (Consular and Welfare Wing) is the responsible official. Apostille services are integrated into the MyGov portal with verification via QR code. Before apostille, documents must be authenticated by the relevant Bangladeshi authority, such as the Ministry of Education or a Notary Public.
Key Considerations
The grantor and attorney-holder must be competent. The POA must be for a lawful purpose. Drafting should be clear and precise. Non-English documents must be translated and certified. The POA must comply with Bangladeshi laws, including registration requirements if related to immovable property.
Conclusion
By following these procedures and ensuring compliance with applicable laws, foreign companies can legally authorize representation in Bangladeshi courts. Legal counsel in both the originating country and Bangladesh should be consulted to ensure full compliance and avoid procedural defects.