Transferring shares in a Bangladeshi Private Limited Company requires strict adherence to the Companies Act 1994 and the company's Articles of Association. A valid transfer requires executing Form 117, paying statutory non-judicial stamp duty, securing board approval, and filing with the RJSC.
Mandatory Pre-emption: Most company Articles contain pre-emption rights requiring transferring shareholders to offer shares to existing members before selling to third parties.
Step-by-Step Share Transfer Workflow
- Execution of Form 117: The instrument of transfer (Form 117) must be duly signed by both transferor and transferee, specifying share numbers, folio, and face value.
- Stamp Duty Payment: Non-judicial adhesive stamp duty (currently 1.5% of the total consideration value) must be affixed to Form 117.
- Board of Directors Resolution: The board meets to review Form 117, approve the transfer, and authorize updating the Register of Members.
- Cancelling and Reissuing Share Certificates: The old share certificates are surrendered and endorsed, or new share certificates are issued to the transferee.
- RJSC Digital Submission: Submit Form 117, board resolution, and updated shareholder list to the RJSC for official recording.
Special Rules for Foreign Shareholders
When shares are transferred between foreign nationals and Bangladeshi residents (or between two foreign entities), transfer consideration must pass through authorized dealer banking channels, accompanied by an inward remittance certificate or Bangladesh Bank clearance.
Ensure lawful, indisputable ownership transfers. EasyTax drafts share purchase agreements, executes Form 117, and secures official RJSC acknowledgments. Consult Corporate Secretarial Team or Book Consultation.
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Regulatory Notice: This compliance guide is for general educational information only under Bangladeshi statutory frameworks (including the Income Tax Act 2023, Value Added Tax and Supplementary Duty Act 2012, and Companies Act 1994) and does not constitute formal legal or tax counsel. Government gazette rules, statutory regulatory orders (SROs), and procedural circulars are subject to periodic administrative updates. Please consult an EasyTax advocate or tax practitioner for customized advisory on your specific situation.
