New shares are issued inside the company's authorised capital. When directors raise subscribed capital, section 155 of the Companies Act 1994 says the new shares are first offered to existing members in proportion to their paid-up holdings, with at least 15 days to accept. After the board allots the shares, the company files a return of allotment (Form XV) with RJSC within 60 days (section 151) and has share certificates ready within 90 days (section 158). The RJSC fee is Tk 200 if filed on time.
Before you allot
- Authorised capital. The new total must fit under the ceiling in the memorandum. If it doesn't, increase authorised capital first and file Form IV.
- Articles and shareholders' agreement. Check who can approve an issue, any investor consent rights, and any class rights.
- Price. Shares can be issued at par or at a premium (section 57 deals with how a premium is held). Issuing at a discount is tightly limited: it needs a general meeting resolution, court approval, a maximum discount of 10%, and the company must have been entitled to start business for at least a year (section 153).
- RJSC record. The allotment shows up in the next Schedule X, so earlier returns should be filed and the share register up to date.
The offer to existing members
Section 155(1) sets the default when directors decide to raise subscribed capital within the authorised limit:
- the new shares are offered to all existing members in proportion to the paid-up capital on their shares, as nearly as the circumstances allow, with no distinction between classes;
- the offer is made by notice, states the number of shares offered, and gives at least 15 days to accept, after which it is treated as declined;
- once that time has passed, or a member declines, the directors may deal with the shares in the way they think most beneficial to the company.
Section 155(2) adds that the new shares may also be offered to people other than existing members. When a new investor is coming in, keep each existing member's written acceptance or waiver of the offer on file. It is the simplest way to show the issue was done properly when the investor's lawyers check it.
Step by step
- Board approves the issueThe board resolves to issue a stated number of shares at a stated price, and sends the offer notice to existing members.
- Collect acceptances or waiversWait out the 15 days, or collect written waivers sooner.
- Receive the moneyThe subscriber pays into the company's bank account. Keep the bank proof; for a foreign investor this is the encashment certificate.
- Board allots the sharesA board resolution allots the shares to named people, with numbers and amounts paid. The allotment date starts the 60-day clock.
- Update the register of membersEnter each allottee with the date they became a member and the shares they hold (section 34).
- File Form XVFile the return of allotment through the RJSC portal at app.roc.gov.bd within 60 days and pay the fee.
- Issue share certificatesHave certificates ready for delivery within 90 days of allotment (section 158).
What Form XV contains
Section 151(1) sets out what the return of allotment must show:
| Item | Detail |
|---|---|
| Shares allotted | The number of shares and their nominal amount |
| Allottees | Names, addresses, nationality and other description |
| Payment | The amount paid or due and payable on each share, in cash |
| Shares not paid in cash | A stamped copy of the written contract under which they were allotted (for example, for assets or services), with the number and nominal amount of those shares |
| Property sold to the company | Where the allottee paid by selling immovable property to the company, the sale deed |
If a non-cash contract is not in writing, the company files its prescribed particulars instead, stamped as if they were a written contract (section 151(2)).
Deadlines, fees and fines
| Item | Rule | Source |
|---|---|---|
| Form XV deadline | Within 60 days of allotment. The Registrar can extend it if you apply before the 60 days run out | s. 151(1), (3) |
| Fine for not filing | Up to Tk 1,000 a day for each officer knowingly responsible; a court can grant relief for accidental failure | s. 151(4) |
| Share certificates | Ready within 90 days of allotment; fine up to Tk 500 a day | s. 158 |
| RJSC fee, on time | Tk 200 per document | RJSC fees |
| RJSC fee, late | Tk 500 per year or part, up to 3 years; Tk 700 a year after that | RJSC fees |
Shares for a foreign investor
The company law steps are the same. Bangladesh Bank's rules add a few more, set out in its Guidelines for Foreign Exchange Transactions (Chapter 9) and later circulars:
- The investment comes from abroad through the banking channel to your authorised dealer (AD) bank, which issues an encashment certificate. No prior Bangladesh Bank permission is needed to issue shares against money brought in this way.
- Through the AD bank, the issue is reported to Bangladesh Bank's Foreign Exchange Investment Department within 14 days.
- Money held as a share money deposit must be turned into shares within 360 days, or it does not count as equity.
- The issue price matters later: in a transfer involving a non-resident, the price should be consistent with the latest issue price within one year (see share transfer).
After the allotment, the company's registration with Invest Bangladesh (formerly BIDA) is updated for the new investment. Our FDI transaction support page shows the whole chain from SWIFT to share certificate.
Frequently asked questions
What is Form XV?
Form XV is the return of allotment. A company with share capital files it with RJSC within 60 days of allotting shares, under section 151 of the Companies Act 1994. It lists the shares allotted, the allottees and what was paid.
What happens if Form XV is filed late?
RJSC charges a late fee of Tk 500 for each year or part of a year, up to three years, then Tk 700 a year. Each officer knowingly responsible can also be fined up to Tk 1,000 a day under section 151(4). The Registrar can extend the deadline only if you apply before the 60 days end.
Do existing shareholders have to be offered new shares first?
Section 155(1) says new shares issued by the directors within the authorised capital are offered to existing members in proportion to their paid-up capital, with at least 15 days to accept. Section 155(2) also allows offers to others. Keep written acceptances or waivers on file.
Can we issue shares to a foreign investor without Bangladesh Bank approval?
Yes, if the money comes from abroad through the banking channel. Bangladesh Bank gives general permission for that, but the issue must be reported through your bank within 14 days.
When must share certificates be issued?
Within 90 days of allotment, under section 158 of the Companies Act 1994, unless the terms of issue say otherwise.
Sources
- Companies Act 1994 (Act No. 18 of 1994), Laws of Bangladesh. Sections 34, 57, 151, 153, 155, 158.
- Return filing: returns to be submitted (Form XV within 60 days), RJSC.
- Fees for return filing, RJSC, updated July 2023.
- Guidelines for Foreign Exchange Transactions (GFET) 2018, Vol. 1, Chapter 9, Section I, Bangladesh Bank.
- FEID Circular No. 01: Issue of ordinary shares in favor of non-residents, Bangladesh Bank, 27 January 2025.
- Procedures of foreign investment and repatriation (share money deposit), Bangladesh Bank FEID portal, checked 3 November 2026.
- FEID Circular No. 01: Master circular on transfer of shares, Bangladesh Bank, 8 March 2026.
- Services for Foreign & Joint Venture Projects (registration amendment), Invest Bangladesh, checked 3 November 2026.
General information, not legal or tax advice. Rules and fees change; check the current circular or ask us before you allot. Your lawyer should draft the resolutions and subscription documents.