Who needs it?
Companies that have stopped trading, finished a project, or want to close a subsidiary or joint venture in Bangladesh.
Government fees
Government fees only — paid to the authority. Our professional fee is quoted separately, in writing. Each line shows how it was verified and when.
| Item | Amount | Status |
|---|---|---|
| RJSC winding-up filing fees | As per RJSC fee schedule (Companies Act 1994, Schedule 2) — check the RJSC fee calculatorSource: app.roc.gov.bd/psp/fee_calculator | Confirm with our office |
| Gazette and newspaper notice | Publication cost (BG Press and one national daily) | Confirm with our office |
Required documents
Members' voluntary winding up
- Declaration of solvency by the directors (company can pay its debts within 3 years), filed with RJSC before the resolution
- Special / extraordinary resolution for voluntary winding up
- Gazette and newspaper notice of the resolution (within 10 days)
- Appointment of liquidator(s) and their consent
- Liquidator's final accounts and return of the final meeting (within 1 week of the meeting)
- Up-to-date annual returns (Schedule X, audited accounts) — RJSC will not close a company with pending returns
Tax and other closures (practical checklist)
- Income tax: final return and tax clearance from the circle
- VAT: BIN cancellation / de-registration with the VAT circle
- Trade licence, IRC/ERC, bond or other licences surrendered
- Bank accounts closed after final distribution
- Employees paid off under the Bangladesh Labour Act 2006
Step-by-step process
- 1
Bring RJSC annual returns up to date and settle tax and VAT.
- 2
Directors make a declaration of solvency (members' winding up) — otherwise it is a creditors' voluntary winding up.
- 3
Pass the winding-up resolution and appoint the liquidator.
- 4
Publish the resolution in the official Gazette and a newspaper within 10 days.
- 5
Liquidator realises assets, pays creditors and distributes the balance.
- 6
Hold the final meeting; liquidator files final accounts and the return with RJSC within 1 week.
- 7
Company is dissolved 3 months after RJSC registers the return.
Frequently asked questions
Can I just stop filing returns instead of winding up?
No. RJSC can strike a dormant company off after notices and a Gazette notification, but directors stay exposed to penalties for unfiled returns and unpaid tax. A formal winding up is the safe way to close.
What if the company cannot pay all its debts?
Then the directors cannot make a declaration of solvency and it becomes a creditors' voluntary winding up, or creditors may petition the court.
Can a court supervise a voluntary winding up?
Yes — on a petition by members or creditors the court can order that the voluntary winding up continues under its supervision.
Legal basis & official sources
- Companies Act 1994 — winding up by the court and voluntary winding up (members' and creditors')
- Registrar of Joint Stock Companies and Firms (RJSC)
- RJSC online portal
Last reviewed 29 Oct 2026 by Legal Zone Business Licence Desk. Fees and rules change — we reconfirm every figure before you pay.