Winding Up
Structured support for company closure, liquidation steps, and final regulatory filings in Bangladesh.
Winding Up — Complete Guide for Bangladesh
Winding Up is a key legal process in Bangladesh managed by Relevant authority in Bangladesh. Winding up requires a careful plan covering liabilities, shareholder decisions, notices, and closure filings. Completing it correctly ensures regulatory compliance and uninterrupted business operations.
Proper document preparation, accurate submission, and timely follow-up are critical for Winding Up. Return Dakhil's experienced team handles every step — from reviewing your documents to receiving the final approval on your behalf.
Mode of Winding Up
- The Winding up of a company may be either
- By the court; or
- Voluntary
- Sub-Divisions of Voluntary Winding Up
- Members Voluntary Winding Up: wherein a declaration of solvency to pay debts is made
- Creditors Voluntary Winding Up: wherein a declaration of solvency is not made
- Subject to supervision of court: wherein a company has resolved to wind up voluntarily and the court makes an order on consideration of a petition by the member (s) or the creditor (s) that the Voluntary Winding up shall continue but subject to supervision of the court
- Winding Up by the Court
- The Company or any creditor or creditors or the Registrar submits petition to the court for Winding up of the company by the court.
- Winding up of a company by the court is deemed to commence at the time of presentation of the petition for the Winding Up.
- The petitioner/the company files with the Registrar a copy of the Court order within thirty (30) days of the court order.
- The Registrar notifies in the official gazette that such a court order has been made.
- The court may, at any time after an order for Winding up, in consideration of an application of any creditor or contributor, make an order staying the Winding up proceedings either altogether or for limited time.
- The court may appoint other than the official receiver a person or persons as official liquidator or liquidators for the purpose of conducting the proceedings of winding up.
- The official liquidator files with the Registrar audited accounts.
- When the affairs of the company is completely wound up the official liquidator files with the Registrar court order of dissolution within fifteen (15) days of such an order.
- Voluntary Winding Up
- A company may adopt resolution, special resolution or extraordinary resolution for Voluntary Winding up.
- A Voluntary Winding up is deemed to commence at the time of passing of the resolution.
- The company within ten (10) days of resolution notifies in the official gazette and in newspaper that such a resolution has been taken..
- Members Voluntary Winding up: In this case, prior to passing of the resolution of Voluntary Winding up, the directors at a meeting make a declaration of solvency that the company is capable to pay its debts within a period not exceeding three (3) years. The declaration is filed with the Registrar.
- Creditors Voluntary Winding up: In this case, a declaration to pay debts is not made.
- The company shall appoint one or more liquidators.
- As soon as the affairs of the company are fully wound up and final meeting held, the liquidator within one (1) week of the meeting files with the Registrar final accounts and returns of the final meeting.
- The company shall be deemed to be dissolved on expiration of three (3) months of registration of returns of the final meeting.
- The dissolution period may however be extended by the court on consideration of any petition.
- Winding up subject to supervision of court: At any stage of the Voluntary Winding up process, the court may make an order, on consideration of a petition by the member (s) or the creditor (s), that the Voluntary Winding up shall continue but subject to supervision of the court.
Documents Required
- Applicant NID or passport copy
- Core business or entity documents
- Address proof and contact details
- Relevant application forms and photographs
- Government fee or challan copy
Usually 3 to 15 working days depending on authority review, document quality, and any inspection requirement.
Total cost depends on government fees, professional charges, and any applicable VAT or stamp duty.
Step-by-Step Process
Review eligibility and document checklist
Draft the application and complete required forms
Submit to the relevant authority
Handle authority queries or corrections
Collect the certificate, licence or approval
Why Choose Return Dakhil
We coordinate directly with government offices to complete your work in the shortest possible time
Every document is verified and corrected before submission to avoid rejection
We ensure all filings follow the latest regulations and government requirements
We remain in contact with the authority until your approval or certificate is received
Frequently Asked Questions about Winding Up
How long does Winding Up take in Bangladesh?
Typically 3 to 15 working days depending on the authority, document quality, and any inspection or field verification requirements.
What documents are required for Winding Up?
Standard requirements include applicant NID or passport, relevant business documents, address proof, and applicable application forms.
Can this be done online?
Many government services now support online applications. Return Dakhil helps set up portal accounts and handles the full digital submission process.
How does Return Dakhil assist with Winding Up?
We manage the complete process — from eligibility review and document preparation to submission, authority follow-up, and approval collection.
Get Expert Help with Winding Up
Our experienced team handles document review, application filing, and authority follow-up from start to finish — so you can focus on your business.
Book a Free Consultation