How to transfer shares in a Bangladeshi private company

Before you start

Read the articles of association first. Under section 2 of the Companies Act, a private company is one whose articles restrict the right to transfer its shares, so yours will contain rules on who can buy and how. A company can also refuse to register a transfer if its articles allow it (section 38(7)). If there is a shareholders' agreement, check it for pre-emption rights, consents and lock-ins.

If the company refuses to register a transfer, it must send a refusal notice to both seller and buyer within 30 days of the deed being lodged (section 38(4)). Missing that notice can cost the company and each responsible officer up to Tk 100 a day (section 38(5)).

Then check the company's own RJSC record. The transfer rule asks for the current list of directors and the annual capital return, so a company that is behind on its Schedule X annual return or director changes has to catch up first.

Documents you need

RJSC lists Form 117 among the returns a private company files when something changes. It sets no fixed number of days for it, unlike Form XV or Form XII.

Step by step

1. Agree the dealAgree the number of shares and the price in writing. If a non-resident is involved, Bangladesh Bank expects a dated sale-purchase MoU (see below).
2. Get company approvalThe board considers the transfer under the articles. Keep the minutes; investors and banks ask for them.
3. Stamp and sign Form 117Pay stamp duty on the deed and have both seller and buyer sign it. A deed without proper stamp is not one the company can register (section 38(3)).
4. File with RJSCLodge Form 117, the affidavit, the list of directors and the annual capital return through the RJSC portal at app.roc.gov.bd, and pay the filing fee.
5. Seller signs again at RJSCThe seller appears in person at the Registrar's office and re-signs to confirm the transfer is genuine (section 38(3A)(a)).
6. Update the company's recordsEnter the buyer in the register of members with the date (section 34). Have the new share certificate ready within 90 days of registering the transfer (section 158).
7. Show it in the next Schedule XThe next annual return lists the transfer and its date (section 36).

If the seller is abroad or a foreign national

Section 38(3A) has two alternatives to signing in person:

• Embassy attestation. If the seller is a foreign national or lives abroad, the transfer deed and affidavit are attested by an authorised officer of the relevant embassy and sent in (section 38(3A)(b)).
• RJSC commission. If the seller has a reasonable cause for not attending, the Registrar can send a commission to take the confirmation, on payment of the set fee (section 38(3A)(c)).

The commission fee, under the Ministry of Commerce fee notification effective 1 July 2023, is per visit and paid to the government treasury, plus travel costs:

Stamp duty and RJSC fees

The stamp duty rates come from Schedule I of the Stamp Act as replaced by the Finance Act 2022. Note that duty on the deed is charged on the price paid, not the face value of the shares. Finance Acts can change these rates, so check the current schedule, and RJSC's fee calculator, before you pay.

When the buyer or seller is a non-resident

Bangladesh Bank's master circular of 8 March 2026 covers transfers of shares in unlisted companies where a non-resident is involved. The main points:

• Resident to non-resident, or non-resident to non-resident: no prior Bangladesh Bank approval, but the transfer must be at fair value. Up to Tk 10 million, a statement signed by buyer and seller justifying the price is enough. Above that, a valuation report is needed.
• Non-resident to resident: the bank can send the sale proceeds abroad without prior approval if the price does not exceed net asset value from the latest audited accounts, or is up to Tk 10 million with a joint statement, or up to Tk 1 billion with an independent valuation. Anything else needs Bangladesh Bank approval.
• Paperwork and timing: buyer and seller sign a dated MoU. The latest audited accounts used must be no more than six months older than the MoU. The transfer must be completed within 45 days of the MoU, or of Bangladesh Bank approval where needed.
• Price check: the transfer value should be consistent with the company's latest share issue price within one year.
• Who pays tax and duty: a non-resident pays gains tax and stamp duty with money brought in from abroad through the banking channel. The company whose shares are sold may not pay any of it.
• Reporting: the authorised dealer bank reports the transfer to Bangladesh Bank's Foreign Exchange Investment Department within 14 days, with the RJSC-endorsed Form 117, an up-to-date Schedule X, the encashment certificate and the MoU.

Before paying out any sale proceeds, the bank also checks that every earlier share issue and transfer involving a non-resident was reported. Our FDI transaction support page covers the wider process.

Common problems

• Late annual returns. The transfer needs the current Schedule X and director list, so a filing backlog stops it. See RJSC compliance clean-up.
• Stamp duty on face value instead of price. The schedule charges on the consideration.
• Seller unavailable. Plan for the in-person signing early, or arrange embassy attestation or a commission.
• Register and certificate not updated. The register of members and the new certificate are the company's job, and the next Schedule X must match them.
• Price out of line with the last issue. For deals with non-residents, a price far from the latest issue price within a year draws questions from the bank.

Frequently asked questions