Company Dissolution in Bangladesh: Options and Planning

Company dissolution in Bangladesh is often left until a dormant company has accumulated years of unfiled returns, an open BIN with unfiled VAT returns and an expired trade licence. Shareholders then discover that simply stopping business does not end the company or its obligations. Directors remain responsible for filings, and penalties can continue to build.

This page helps owners and directors decide which route to dissolution fits their company and what to clean up before starting. It is a planning guide. The detailed mechanics of appointing a liquidator and distributing assets are on our liquidating a company page, and the RJSC winding-up procedure is covered on our winding up page.

The routes to company dissolution

The right route depends mainly on whether the company has assets, liabilities and activity left, and whether it can pay all its debts.

• Strike-off as a defunct company: for companies that are not carrying on business and have no significant assets or liabilities; RJSC may remove the name after notice and the prescribed process
• Members' voluntary winding up: for solvent companies; directors make a declaration of solvency and shareholders pass a special resolution and appoint a liquidator
• Creditors' voluntary winding up: for companies that cannot pay all debts; creditors take part in appointing the liquidator and overseeing the process
• Winding up by the court: on petition by the company, a creditor or another entitled party, usually where there is a dispute or insolvency

How to choose the right dissolution route

Strike-off is usually the lightest process, but it is only appropriate where the company is genuinely dormant and clean. If the company still owns a bank balance, receivables, property or has employees or tax disputes, a voluntary winding up is normally needed so that assets can be realised and distributed with legal finality. If creditors cannot be paid in full, the process must involve them, and directors should take advice early to limit personal exposure.

Foreign-owned companies should also consider how remaining funds will be repatriated, because the bank will need liquidation and tax documents before remitting the final amount abroad.

Pre-dissolution clean-up

Whatever the route, RJSC and NBR expect the company's record to be in order before closure. A short clean-up phase saves months later.

• Bring RJSC annual returns up to date or confirm what RJSC requires for the chosen route
• File outstanding income tax returns and withholding returns, and settle demands
• File pending Mushak 9.1 VAT returns, including nil returns, and apply to cancel the BIN
• Settle employee dues under the Bangladesh Labour Act 2006, including final settlement
• Close or surrender the trade licence and any sector licences
• Collect receivables, pay creditors and prepare final accounts

Risks of not dissolving a dormant company

An inactive company that is left on the register is not risk-free. RJSC may levy late fees on unfiled returns when the company eventually files or needs a document. NBR can issue notices for missing returns, and the VAT office may assess penalties for missing monthly returns under an open BIN. Directors of a company with defaults may face difficulties when they form or direct other companies or need clean records for visas, tenders or bank facilities. A planned dissolution closes these exposures permanently.

Dissolution for foreign-owned companies and branches

Foreign subsidiaries follow the same Companies Act routes, but they also need to inform BIDA, cancel work permits of foreign staff and plan the repatriation of remaining capital through the authorised dealer bank. A branch or liaison office is not dissolved under the company winding-up rules; instead it closes by surrendering the BIDA permission, settling tax and filing closure documents with RJSC as a foreign company. Our exit option page explains the wider choices for foreign investors.

How the process works

1. Status reviewWe check RJSC, tax, VAT, licence, bank and employee status to understand what remains open.
2. Route recommendationWe recommend strike-off, members' or creditors' voluntary winding up, or another route, with reasons and an estimated timeline.
3. Clean-up filingsWe file overdue returns, settle registrations and prepare final accounts as needed for the chosen route.
4. Resolutions and applicationsWe draft board and shareholder resolutions, declarations and RJSC applications and arrange signatures.
5. Closure of registrationsWe apply to cancel BIN, surrender the trade licence and close tax files and bank accounts in sequence.
6. Final dissolutionWe follow up with RJSC until the company's name is removed and hand over the closure documents.

Typical timeline: A clean strike-off or voluntary winding up commonly takes several months to over a year, depending on the state of records, creditor and tax matters, and RJSC's processing.

How Tax & VAT Associates helps

• Clear comparison of dissolution routes for your company's situation
• Catch-up of RJSC, income tax, withholding and VAT filings before closure
• Drafting of resolutions, solvency declarations and notices
• BIN cancellation, trade licence surrender and bank account closure
• Support for foreign shareholders on final repatriation
• Coordination with the liquidator where a winding up is needed

Frequently asked questions

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Last reviewed: 6 October 2026. Bangladesh tax and regulatory rules change with each Finance Act, SRO and authority circular. This page is general guidance; confirm current requirements for your case before filing.