Investment & Trade
Companies Act 1994
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Visit the source page for more details: https://www.roc.gov.bd/
Executive Summary
The Companies Act 1994 is the primary statute governing the incorporation, regulation, and winding up of companies in Bangladesh. Based largely on the UK Companies Act 1948 (as amended), it provides for two main company types: private limited companies (minimum 2, maximum 50 shareholders) and public limited companies (minimum 7 shareholders, no maximum). All companies must be registered with the Registrar of Joint Stock Companies and Firms (RJSC). The Act requires filing of Memorandum of Association (MoA) and Articles of Association (AoA), annual returns, audited financial statements, and changes in directorship. Foreign investors typically use the private limited structure for their Bangladesh subsidiaries. The Act also provides for company winding up (voluntary or court-supervised), investigation of fraud, and director fiduciary duties. A new Companies Act has been in draft since 2020 (to modernise the law and align with international practice) but is yet to be enacted. Until then, the 1994 Act remains in force with piecemeal amendments.
Key Points
- Enacted 1994 (based on UK Companies Act 1948)
- Administered by RJSC (roc.gov.bd)
- Private limited: 2-50 shareholders (most foreign JVs use this)
- Public limited: 7+ shareholders, no maximum
- Requires MoA + AoA filing with RJSC
- Annual returns + audited financials mandatory
- Director: minimum 2 for private, 7 for public
- Foreign equity allowed up to 100% (with BIDA approval)
- Winding up: voluntary OR by court
- New Companies Act in draft since 2020 (not yet enacted)
- RJSC online registration system: roc.gov.bd
- Company incorporation time: 1-2 weeks (online)
Full Details
Legislation governing company formation, registration, management, and dissolution in Bangladesh.