For a foreign individual or company to initiate legal proceedings in Bangladesh, the proper execution and authentication of a Power of Attorney (POA) and affidavits are essential. These documents empower a representative to act on their behalf and present sworn factual statements to the Bangladeshi courts. The procedure is primarily governed by the Powers-of-Attorney Act, 2012, the Power of Attorney Rules, 2015, the Stamp Act, 1899, and international practices regarding document authentication.

A significant recent development is that the Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents (the “Apostille Convention”) entered into force for Bangladesh on March 30, 2025. This simplifies the authentication process for documents originating from other member countries of the Apostille Convention.

By diligently complying with following procedures, a foreign company can ensure that its Power of Attorney and affidavits are legally valid and effective for the purpose of filing and pursuing a case in Bangladesh.

Phase 1: Internal Authorization (Especially for Foreign Companies)

1. Board Resolution (for Companies):
   1. The Board of Directors of the foreign company must pass a resolution.
   1. This resolution should authorize:
      1. The initiation of the specific legal case in Bangladesh.
      1. The appointment of a specific individual (the “attorney” or “donee”) to act on the company’s behalf in Bangladesh. This person can be a Bangladeshi citizen or a foreign national.
      1. The granting of specific powers to this attorney, such as signing plaints (suits), affidavits, engaging lawyers, and representing the company in court.
      1. The company official(s) (e.g., Director, Company Secretary) authorized to execute the Power of Attorney and any related affidavits on behalf of the company.
   1. This resolution serves as the internal legal basis for the company’s actions.

Phase 2: Drafting and Execution of Power of Attorney and Affidavit (in the Foreign Country)

1. Drafting:
   1. Power of Attorney (POA):
      1. The POA must be carefully drafted, clearly identifying the “donor” (the foreign person or company), the “donee” (the appointed attorney in Bangladesh), and the specific powers being granted. It should comply with the requirements of Bangladesh’s Powers-of-Attorney Act, 2012, and the Rules thereunder.
      1. The POA deed should be in writing and mention the identities of the parties (names, occupations, religions, nationalities, NID/passport numbers, present and permanent addresses).
      1. It must state the main purposes of the power giver.
      1. Photographs (passport-sized, recent) of both the donor (or their authorized signatory if a company) and the donee must be permanently attached to the POA document. Copies of their National IDs or Passports should also be attached. If the donor resides outside Bangladesh, they must attest the donee’s photograph with their signature.
   1. Affidavit:
      1. An affidavit is a written statement of facts, sworn or affirmed to be true by the “deponent” (the person making the affidavit – the foreign individual or an authorized officer of the foreign company).³
      1. It should be drafted in the first person and clearly state the facts relevant to the legal case.
      1. The deponent must sign the affidavit.
2. Execution:
   1. POA: The foreign individual or the authorized signatory of the foreign company (as per the Board Resolution) must sign the POA.
   1. Affidavit: The deponent (foreign individual or authorized company officer) must sign the affidavit. This is typically done in the presence of an authorized person who can administer an oath (see Phase 3).

Phase 3: Authentication of Documents (in the Foreign Country)

The authentication method depends on whether the country where the documents are executed is a member of the Hague Apostille Convention.

Scenario A: Document Executed in a Hague Apostille Convention Member Country

1. Notarization (if required locally before Apostille): Depending on the local rules of the foreign country, the POA and affidavit might first need to be notarized by a local Notary Public. The Notary will verify the identity of the signatory and the act of signing.
2. Apostille:
   1. The executed POA and affidavit (after notarization, if required) must be submitted to the designated Competent Authority in that foreign country for an Apostille.
   1. The Apostille certificate, once affixed, validates the origin of the public document (including notarial acts or officially signed documents) for use in any other Apostille Convention member country, including Bangladesh.
   1. This means that documents apostilled in a member country should be accepted in Bangladesh without needing further legalization from a Bangladesh Embassy or High Commission in that foreign country.

Scenario B: Document Executed in a Non-Hague Apostille Convention Member Country

1. Notarization: The POA and affidavit must be signed before and authenticated by a Notary Public in the foreign country.
2. Authentication by Foreign Country’s Authorities (if required): The notarized documents might need further authentication by the relevant government department in the foreign country (e.g., its Ministry of Foreign Affairs).
3. Legalization by Bangladesh Embassy/High Commission:
   1. The documents must then be presented to the Bangladesh Embassy, High Commission, or Consulate in that foreign country.
   1. The Bangladesh Mission will legalize the documents by verifying the authenticity of the seals and signatures of the foreign authorities (e.g., the Notary Public or the foreign country’s Foreign Ministry).⁴ This makes the document legally recognizable for use in Bangladesh.

Phase 4: Post-Authentication Formalities in Bangladesh

1. Submission to Ministry of Foreign Affairs (MOFA), Bangladesh:
   1. The Powers-of-Attorney Act, 2012, and related rules stipulate that a POA executed abroad needs to be submitted to the Ministry of Foreign Affairs (MOFA) in Dhaka, Bangladesh, for its attestation/authentication after the document enters Bangladesh.⁵ This applies even if the document has been legalized by a Bangladesh Mission abroad or, presumably, apostilled.
   1. The POA must be submitted to MOFA within two (02) months of its receipt in Bangladesh.
2. Stamping:
   1. After authentication by MOFA, Bangladesh, the Power of Attorney must be stamped by the concerned Collector (often through the Treasury office of the District Commissioner) in accordance with Section 18 of the Stamp Act, 1899. This makes the POA a legally admissible instrument in Bangladesh. The stamp duty payable will depend on the nature of the POA.
   1. This stamping should generally be completed within three (03) months of the POA being first received in Bangladesh.
   1. Affidavits made for judicial proceedings in Bangladesh are typically made on non-judicial stamp paper of a specific value as required by law or court rules. If executed abroad, once authenticated/apostilled and potentially attested by MOFA, it would be advisable to check with local legal counsel if any additional stamping or local affirmation is needed before court submission.
3. Registration (for certain POAs):
   1. Irrevocable Powers of Attorney, particularly those related to immovable property, have mandatory registration requirements under the Powers-of-Attorney Act, 2012, and the Registration Act, 1908. While a POA for simply filing a suit might not always be irrevocable or directly related to immovable property transfer, it’s crucial to ensure the type of POA and its registration needs are correctly assessed by legal counsel in Bangladesh.
4. Filing in Court:
   1. The duly authenticated (apostilled or legalized), MOFA-attested, and stamped Power of Attorney, along with the authenticated affidavit, can then be filed in the appropriate court in Bangladesh to initiate or proceed with the legal case.