Transfer Business Ownership in Bangladesh

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Our Exclusive Guidance of Transfer Business Ownership

Life is continuously changing, and your business will evolve as well. As a business owner, having a well-thought-out exit strategy will make it easier for you to manage change [that will impact your company’s success]. As a result, many people agreed that every business owner should have a contingency plan in place that outlines the measures that must be performed in the event of a transfer of ownership.


Consider the following scenario You’ve made the decision to retire and sell your company. The nature of the change of ownership, as well as the organizational form of your business, affects whether you sell it or transfer ownership. As a result, it’s critical to have a backup plan in place as well as a better grasp of how to transfer ownership of a corporation.

Transfer Business Ownership in Bangladesh

6 Steps of Transferring Company Shares in Bangladesh

The procedure for transferring shares of a private limited company registered in Bangladesh has been outlined in detail (six phases) here.

1. Check to see whether there are any restrictions on the transfer of shares:


The Articles of Association of a Private Limited Company can limit the transfer of shares (AOA). As a result, before beginning the offer exchange technique, the Company’s Articles of Association must be reviewed. In Bangladesh, it is common for an organization’s articles of association to include the pre-agreed process that must be followed for any exchange of proposals within the organization.

2. Please Notify the Company’s Board of Directors


The Shareholder wanting to relocate the offers should give written notification to the Company’s Board of Directors of their intention to move a portion of the company. In some instances, the Director may have the authority to refuse enrollment of move of offers – as stated in the Articles of Association.

3. Payment of the Anticipated Share Price


The Shareholder wanting to relocate the offers should give written notification to the Company’s Board of Directors of their intention to move a portion of the company. In some instances, the Director may have the authority to refuse enrollment of move of offers – as stated in the Articles of Association.

4. Form 117 Must be Completed


The price of the shares should have been paid once the firm had given its consent. There is no need for evidence of payment whether both the buyer and the vendor are local or foreign. The Joint Stock Companies and Firms Registrar (RJSC) will demand a letter of bank encashment for the transfer of the share if the seller is a Bangladeshi and the buyer is a foreigner.

5. Stamp Duty Payment


Each share’s face value is subject to stamp duty.


A copy of Form 117 should be given to the Company once it has been signed.

6. Amendment and Provision of Share Certificate Registrar Books


Following the completion of the preceding processes, the firm should update its share registrar, share transfer registrar, and minutes registrar, as well as issue a new share certificate in the name of the new shareholder or modify an existing share certificate to reflect the changes.

The 5 Following Documents Are Required For The Company’s Share Transfer


  1. A letter from the board of directors of the company sanctioning the transfer of the company’s stock.
  2. A document specifying the number of shares of the company to be transferred.
  3. Company Form 117, which must be completed and signed.
  4. Approval of the transfer of the shares by the company’s Board of Directors;
  5. A Certificate of Transfer of Shares (Certificate of Transfer of Shares).

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In Bangladesh, a sole proprietorship is the most basic business structure. Because a sole proprietorship is not a distinct incorporated entity, the owner and the businesses are one and the same in legal terms. All of the company’s assets and liabilities are owned by the owner individually. Personal assets are not protected from business risks and responsibilities. You have unlimited responsibility as a sole proprietor of a firm, which means that if your company can’t pay its debts, the creditors who owe money to your company can go after your personal assets. Many business owners are typically ignorant of this massive financial danger. If the company is sued or unable to pay its expenses, the owner is personally liable for the company’s debts. The proprietorship guide has more information about lone proprietorship.

Confidently Transfer Business Ownership For Your Company


Companies in Bangladesh are either limited by shares or limited guarantees. Despite the fact that it is technically possible to register an unlimited business, such entities are uncommon. A limited liability company (LLC) is a corporation whose liabilities are restricted to the amount of its stock capital. A limited liability company (LLC) is a legal entity independent from its members that are registered under Bangladeshi laws. The owners’ responsibilities in a limited liability corporation are restricted to the firm’s assets, and their personal assets are safeguarded from corporate liabilities. A Bangladeshi Limited Liability Company can be either a private or public limited liability company.

Accurately Transfer Business Ownership For Private Limited Company


A private limited company is a limited-liability corporation with fewer than 50 shareholders and shares that are not available to the general public. In Bangladesh, the majority of privately incorporated firms are registered as private limited corporations. Individuals, business entities, or both can be shareholders in a private limited company. In Bangladesh, a private limited company is the most modern, flexible, and scalable corporate structure. For serious entrepreneurs in Bangladesh, it’s also the most recommended sort of company entity (as opposed to sole proprietorship or limited liability partnership).

FAQ For Transfer Business Ownership in Bangladesh

1. How does a corporation's ownership change?

The sale of stock transfers ownership in a corporation. The existence of the corporate entity is unaffected by a change in ownership. Shares of stock in a corporation are technically transferable.

2. Is it possible to transfer ownership of a sole proprietorship?

Before transferring to the new owner, all taxes and accounts should be settled. As a result, the sole proprietor can freely transfer his ownership to another person. The transfer is not governed by any legislation.

3. Is it simple to transfer a corporation's ownership?

Corporations are by far the most straightforward incorporated structures to transfer, whether a portion or the entire company. There is no legal limit on the number or types of shareholders that a corporation can have.

4. How do I let my clients know that my company's name has changed?

Put your new company name in parenthesis with the old one, as in “formerly ‘old company name'” As you transition from the old to new company name, consider using transitional letterhead for a few months. Put your new company name in parents with the old one, as in (“formerly ‘old company name'”).

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