Fundraising must be classified before documents are signed or circulated. The Companies Act, 1994 provides company-law foundations, while BSEC rules may apply to public offers, private offers, debt, funds, intermediaries or other securities activity. A term such as “SAFE”, “convertible note” or “private round” does not decide the legal classification by itself.
| Instrument/route | Source route | Control |
|---|---|---|
| Shares and company records | Companies Act, 1994 | Check authority, allotment, records and constitutional documents. |
| Offer and securities perimeter | BSEC acts, rules and regulations | Identify audience, solicitation, instrument and current exemption/approval. |
| Convertible or debt terms | Current company, securities, foreign-exchange and tax routes | Classify the actual terms; do not promise automatic conversion or tax treatment. |
Due-diligence questions
Identify the issuer, investor class, instrument, conversion or repayment mechanics, security, valuation language, transfer restrictions, governing law, foreign parties and communications plan. Check corporate authority and any current BSEC, Bangladesh Bank, tax and stamp requirements. Do not accept money or market an offer based only on a template label.
FAQs
Is every share issue a public offer?
No. The offer audience, solicitation, instrument and current BSEC route matter.
Is a SAFE automatically valid in Bangladesh?
No. Its terms must be classified under the applicable company, securities, foreign-exchange, stamp and tax frameworks.
Does board approval alone complete an allotment?
Not necessarily. Statutory authority, filings, records and the actual issue steps must be checked.
Can a private round ignore disclosure and investor protection rules?
No. Any private or exempt route has conditions that must be verified.
Can this page accept investment or transfer funds?
No. It performs no fundraising, investment, banking, payment or remittance operation.