Liquidating a Company in Bangladesh: How Liquidation Works

Liquidating a company in Bangladesh is the working phase of a winding up. Once shareholders pass the resolution or the court makes an order, the directors' powers largely end and a liquidator takes charge. From that point, the task is practical: find and value every asset, turn it into cash, identify every creditor, pay them in the legal order, and account for each taka.

This page is for shareholders, directors and finance managers of companies that have already decided to wind up and want to understand the liquidation itself. If you are still deciding whether to strike off or wind up, read our company dissolution page; for the RJSC filings and notices in a winding up, see our winding up page.

The liquidator's role when liquidating a company

In a members' voluntary winding up, shareholders appoint the liquidator. In a creditors' voluntary winding up, creditors have a say in the appointment, and in a court winding up the court appoints an official or other liquidator. The liquidator acts for the benefit of creditors and, after them, shareholders. They can sell property, collect debts, settle claims and sign documents in the company's name, and must keep proper accounts of receipts and payments.

Realising assets

A complete asset list is the foundation of the liquidation. The liquidator usually works from the last audited balance sheet, then verifies each item physically or through documents.

• Bank balances, fixed deposits and security deposits with landlords or utilities
• Trade receivables, including TDS and VDS credits that may be adjusted against tax
• Inventory, vehicles, machinery and office equipment
• Land, buildings or leasehold interests, which may need valuation and buyer due diligence
• Intellectual property such as trademarks, domain names and software
• Claims against third parties, including refunds due from NBR

Dealing with creditors and the order of payment

The liquidator invites creditors to submit claims with evidence, usually by public notice, and examines each claim. Secured creditors rely on their security, and the Companies Act gives certain debts priority, which commonly include specified government dues and employees' wages and benefits within the limits the Act sets. Unsecured creditors then share what remains proportionally. Only after all creditors are paid can surplus be returned to shareholders according to their rights.

Where assets are not enough to pay all debts, the winding up must proceed as a creditors' process, and directors should be careful not to prefer particular creditors in the period before liquidation.

Tax, VAT and employees in liquidation

Asset sales in liquidation can have tax consequences. Disposal of fixed assets may create a gain that is taxable under the Income Tax Act 2023, and the sale of certain goods may attract VAT under the VAT and SD Act 2012. The liquidator should file the final income tax return, settle withholding obligations, file the final Mushak 9.1 return and cancel the BIN. Employees' final settlement, including service benefits under the Bangladesh Labour Act 2006, must be calculated and paid, and any provident or gratuity fund dealt with under its rules.

Final accounts, meeting and dissolution

When the affairs are fully wound up, the liquidator prepares an account showing how the liquidation was conducted and how property was disposed of, and presents it to a final general meeting (and, in a creditors' winding up, a creditors' meeting). The account and a return of the meeting are filed with RJSC, and after the period set by the Companies Act the company is treated as dissolved. Foreign shareholders can then apply, through the authorised dealer bank, to repatriate their surplus with liquidation and tax documents.

How the process works

1. Statement of affairsPrepare a list of assets, liabilities, contracts and employees as at the start of liquidation.
2. Notices and creditor claimsPublish the required notices, invite claims and verify each one against company records.
3. Asset realisationSell or collect assets at fair value, with valuations where needed, and close supplier and lease contracts.
4. Statutory dues and employeesPay employees' final dues, settle tax and VAT, and file final returns with NBR.
5. DistributionPay creditors in the legal order, then distribute any surplus to shareholders.
6. Final account and filingPresent final accounts to the closing meeting and file them with RJSC to complete dissolution.

Typical timeline: A straightforward solvent liquidation often takes several months to a year; property sales, disputed claims or tax assessments can extend it, depending on the facts and the authorities' processing.

How Tax & VAT Associates helps

• Statement of affairs and asset and liability register
• Support to the appointed liquidator on claims verification and payment schedules
• Valuation coordination for property, equipment and intellectual property
• Final income tax, withholding and VAT returns and BIN cancellation
• Employee final settlement calculations under the Labour Act
• Final accounts, RJSC filings and repatriation documents for foreign shareholders

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.