A data room is one indexed, access-controlled folder holding every document an investor needs for due diligence. For a Bangladeshi company that means RJSC filings, licences, audited accounts, tax and VAT records, banking and foreign-investment papers, contracts and HR records. We collect and index them against our 120-point checklist, mark each one ready, needs update or missing, and set it up in the tool you already use.
What a data room is, and why investors expect one
Due diligence starts with a request list from the investor's lawyers and accountants. Published lists, such as the sample VC request list from US law firm Cooley, cover the same ground every time: board and shareholder minutes, charter documents, share capital, litigation, intellectual property, and agreements with management and staff.
If the answers sit in email threads, a drawer and one person's laptop, each request becomes a small project. A data room puts every answer in one place, in a fixed order, so the investor can review without calling you.
Foreign money adds a Bangladesh-specific layer. When a company issues shares to a non-resident, Bangladesh Bank must be informed through the bank within 14 days. That report needs the RJSC capital-issue permission, any BIDA registration, and the encashment certificate showing the foreign currency was converted to taka. Investors' counsel will want to see that those papers can be produced.
Folder structure
These are the seven folders on our homepage sample. Your final list comes from your Health Check results. Each folder starts with a short index file.
| Folder | Typical Bangladesh documents |
|---|---|
| 01 Corporate | Certificate of Incorporation; MoA and AoA (latest); Schedule X (annual list of members) for each year; Form XII for director changes; Form XV for each share allotment; Register of Members; board and AGM minutes; cap table history from incorporation |
| 02 Regulatory | Trade licence (current year); TIN certificate; BIN / VAT registration; BIDA registration; IRC / ERC if importing or exporting; fire and environmental clearances where required |
| 03 Finance | Audited financial statements for the last 3 years; monthly management accounts; bank and MFS reconciliations; receivables and payables ageing; fixed asset register; cash flow forecast; budget |
| 04 Tax & VAT | Income tax returns and assessments; VAT returns (Mushak 9.1); withholding tax records; log of open notices, appeals and disputes |
| 05 Banking / FDI | Bank accounts and signatory mandates; loan agreements and security documents; pre- and post-money cap table; SWIFT advice and encashment certificates for any earlier foreign equity |
| 06 Legal | Top customer contracts; key supplier contracts; office and factory leases; trademark and other IP registrations; litigation summary |
| 07 HR | Employee list and appointment letters; gratuity valuation; provident fund records; WPPF records if Chapter XV of the Labour Act applies; leave liability schedule |
Version and access control
- NDA first. We sign one before we see any document. Investors usually sign theirs before they get access.
- One current version. Each document has one live file. Older versions move to an archive folder, not the main view.
- Plain file names. Folder number, document name and date, for example
01-Schedule-X-2025.pdf. - Signed copies as PDF. Scans of signed and stamped originals, not editable drafts.
- A status for every line. The index marks each item ready, needs update or missing. "Does not exist" is a valid answer and is recorded as such.
- Invite-only access. Named people, view-only by default, removed when the deal ends. Salary-level HR files can be released later in the process.
The Q&A log
Diligence questions arrive by email, by call and in meetings. We keep them in one log so nothing is answered twice or not at all.
| Column | What it holds |
|---|---|
| No. and date | Running number and date received |
| Asked by | Investor, their lawyer or their accountant |
| Folder | Which section of the room it relates to |
| Question and answer | Wording as asked; answer as approved by you |
| Document | Link to the file added in reply |
| Status and owner | Open, answered or closed; who on your side owns it |
Common red flags in Bangladeshi SMEs
None of these is unusual, and most can be fixed. Each one costs time if the investor finds it first.
| Red flag | Why it matters |
|---|---|
| Missing Form XV | The Companies Act requires a return of allotment within 60 days of issuing shares. Without it, the cap table can't be proved from RJSC records. |
| Schedule X doesn't match the cap table | The annual list of members is the public record of who owns the company. A mismatch raises questions about every later transfer. |
| Unaudited years | Every company must appoint an auditor each year. Gaps mean the investor can't rely on the numbers, and earlier years may need to be audited first. |
| No gratuity provision | The Labour Act sets gratuity at a minimum of 30 days' wages per completed year of service. If it is owed but not in the accounts, liabilities are understated. |
| WPPF not set up | Companies within Chapter XV must pay 5% of net profit into the workers' funds. Unpaid amounts are a liability the investor will price in. |
| Unsigned customer contracts | Revenue backed only by emails or purchase orders is harder to rely on. Investors look hardest at the top customers. |
| No encashment certificate for earlier foreign money | Bangladesh Bank reporting for share issues to non-residents needs it. Without it, the earlier investment is hard to evidence. |
Timeline
The time depends on how many documents are missing, not how many exist. You get dates in the written quote.
- IndexWe set up the seven folders and the index, and mark every item against the 120-point checklist.
- CollectYou send what exists. We chase the rest and name, scan and file each document.
- FixMissing filings and schedules go into a fix plan. RJSC, BIDA and tax gaps can run through our compliance clean-up.
- ReviewWe check the room against the investor's own request list, if you have one.
- OpenAccess goes to the people you approve. The Q&A log starts.
- Keep currentNew documents and answers are added until closing. You keep the room after.
Which tool to use
The structure matters more than the software. We can build the room in Google Drive, Microsoft SharePoint or a paid virtual data room (VDR) your investor or adviser prefers. Pick the one that gives you named access, view-only sharing and an access log. If the investor's counsel already uses a VDR, we load it there.
We do
- Seven-folder structure and index
- Gap list against the 120-point checklist
- Naming, scanning and filing
- Version and access set-up
- Q&A log and draft answers
- Hand-over of every file to you
You provide
- Originals or scans of company records
- Access to RJSC, tax and bank documents
- Contracts and HR files
- The investor's request list, if any
- Names of people to give access
- Approval of every answer before it goes out
Frequently asked questions
Is my data kept confidential?
Yes. We sign an NDA before we see any document, and your data room is shared only with people you approve.
Do we need a paid virtual data room?
Not always. A well-organised Google Drive or SharePoint folder with named access and view-only sharing is enough for many early deals. If the investor asks for a specific VDR, we set it up there.
What if a document doesn't exist?
We mark it missing or "does not exist" in the index. If it should exist, such as a Form XV or an audited year, it goes into the fix plan.
Can you find us an investor?
No. We get your company ready for investors you are already talking to, or will talk to. We don't broker deals or take a success fee.
Do you give legal opinions on the documents?
No. We collect, index and check documents for completeness. Legal opinions come from your lawyers; the audit opinion comes from your ICAB-licensed audit firm.
Who owns the data room when the deal closes?
You do. The data room, index and working papers are handed to you when we finish.
Sources
- Sample VC Due Diligence Request List, Cooley GO (Cooley LLP).
- Guidelines for Foreign Exchange Transactions 2018, Vol. 1, Chapter 9: Foreign Investment in Bangladesh, Bangladesh Bank. Reporting of share issues to non-residents and encashment certificates.
- Companies Act 1994 (Act XVIII of 1994), Laws of Bangladesh, Ministry of Law. Section 36 (annual list of members), 151 (return of allotment), 210 (auditors); English text read from the RJSC English version.
- Bangladesh Labour Act 2006, Laws of Bangladesh, Ministry of Law. Section 2(10) (gratuity), sections 232 and 234 (WPPF).
General information, not legal or tax advice. Rules, fees and deadlines change; check the current circular or ask us before you file.