Audit update: This amendment removes unsupported universal fees, tax percentages, certificate deadlines and a claim that every transfer follows one identical Form 117 process. The correct route depends on the company’s articles, the Companies Act, stamp law, foreign-exchange rules and the current RJSC filing workflow.
What the law establishes
| Checkpoint | Verified principle | Do not assume |
|---|---|---|
| Nature of a share | Section 30 of the Companies Act, 1994 treats shares as movable property transferable in the manner provided by the articles. | That a private contract alone changes the company register. |
| Instrument | Use the company’s prescribed transfer instrument and execution requirements, subject to the current RJSC workflow. | That every company uses an identical checklist. |
| Stamp | The Stamp Act schedule contains a share-transfer article; the applicable consideration, instrument and exemptions must be checked on the execution date. | That an old percentage is a universal final cost. |
| Foreign party | Non-resident parties may trigger Bangladesh Bank, FERA and reporting issues. | That RJSC filing answers the foreign-exchange question. |
Suggested file and review sequence
- Read the memorandum, articles, shareholder agreement and any pre-emption clause.
- Verify title, consideration, identity, beneficial ownership and board/member approvals required by the documents.
- Execute the transfer instrument correctly and assess stamp duty under the current schedule.
- Update the company’s register and submit the current RJSC return or filing required for the transaction.
- For a non-resident, obtain specialist advice on valuation, tax, repatriation and authorised-dealer reporting before money moves.
Frequently Asked Questions
Is Form 117 always enough?
No. It may be part of the RJSC return, but the articles, instrument, stamp and transaction facts still control.
Is stamp duty always 1.5%?
The official Stamp Act schedule contains a share-transfer rate, but the instrument, consideration, amendments and exemptions must be checked; this article does not give a universal quote.
Can directors refuse a transfer?
The answer depends on the Act, articles and the validity of the instrument. Obtain the reason in writing and review the company register.
Does a transfer settle tax?
No. Income tax, withholding and valuation issues are separate and require current tax advice.
What if a foreign person is involved?
Check FERA, Bangladesh Bank and investment rules before execution or remittance.
Which sources were checked?
Companies Act section 30, the Stamp Act schedule and current RJSC forms.
Legal information only. Confirm current forms, stamps and filings before signing.