How to Form an Association in Bangladesh in 2026: Societies, Section 28 Companies, Welfare Agencies and Trade Bodies

How to form an association in Bangladesh: choosing the right vehicle in 2026

To form an association in Bangladesh you first have to decide what the law will treat it as. Bangladeshi law has no single "association" statute. A professional body, alumni group, cultural forum, charity, business chamber or welfare organisation must choose between a society under the Societies Registration Act 1860, a company licensed under section 28 of the Companies Act 1994, a voluntary social welfare agency under the 1961 Ordinance, a trade organisation under the Trade Organisation Act 2022, or a trust. Each route has its own regulator, its own governance rules and its own ways for things to go wrong.

This guide covers that choice, the registration that follows, the 2025 and 2026 changes to foreign donations and trade body rules, and how elections and internal disputes are resolved.

Summary: Most non-profit associations in Bangladesh register in one of three ways: as a society with the RJSC, as a not-for-profit company under a section 28 licence, or as a voluntary social welfare agency with the Department of Social Services. Chambers and trade bodies need a Commerce Ministry licence under the Trade Organisation Act 2022. Any body that takes foreign donations also needs NGO Affairs Bureau registration. The vehicle you choose decides who regulates you, how elections run and how much the state can step in.

Key point: Registering a society or a section 28 company does not let an association accept foreign money. Under section 3 of the Foreign Donations (Voluntary Activities) Regulation Act 2016, as replaced by the 2026 amendment, an organisation cannot receive foreign donations for voluntary activities without NGO Affairs Bureau registration. A new exemption covers projects of up to Tk 50 lakh a year, but the organisation must still give advance notice and file an audit.

At a glance

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Table of Contents

Choosing a legal vehicle to form an association in Bangladesh

"Association" describes what a group does, not what it is in law. A group of people who meet, collect subscriptions and elect a committee is an association even if it never registers. In that state it has no separate legal personality. It cannot easily open a bank account, hold land, sign a lease, employ staff or sue in its own name, and its committee members can be personally exposed for its debts. Registration gives the group a recognised legal form, and the form brings a regulator with it.

Before drafting anything, founders should settle five questions: the purpose, whether foreign money will come in, whether the body will represent a trade before government, whether it will hold land or significant assets, and how much outside supervision of its elections and accounts it can accept.

How the purpose points to the route

A literary, cultural, scientific, educational or charitable body usually fits a society. A body with a large membership, real assets and an institutional profile, such as a professional institute, foundation or chamber, often fits a section 28 company better. An organisation running services for children, women, the elderly, people with disabilities or other scheduled groups may be legally required to register with the Department of Social Services. A body that represents an industry or trade in dealings with the state falls under the trade organisation regime. Many organisations combine routes, for example a society that later adds NGO Affairs Bureau registration.

Where our other guides fit

For the wider map of NGO registration see our NGO and not-for-profit registration framework and our practical guide to NGO registration in Bangladesh. Trust-based structures are covered in trust registration in Bangladesh.

Registering a society under the Societies Registration Act 1860

The society is the oldest and still the most common way to form an association in Bangladesh for a non-commercial purpose. Societies are registered by the Registrar of Joint Stock Companies and Firms (RJSC), which also registers companies, trade organisations and partnership firms and supervises how registered societies run their affairs.[14]

Who can register and for what purposes

Any seven or more persons associated for a literary, scientific or charitable purpose may form a society by subscribing a memorandum of association and filing it with the Registrar.[2] Section 20 lists the societies that may register: charitable societies; societies for the promotion of science, literature or the fine arts; societies for instruction, the diffusion of useful knowledge or political education; libraries and reading rooms open to members or the public; and public museums and galleries of art, natural history and mechanical or philosophical inventions.[1] A body set up to trade for profit for its members does not fit, and the RJSC will scrutinise objects that look commercial.

The memorandum and the rules

Section 2 requires the memorandum to state the name of the society, its objects, and the names, addresses and occupations of the governors, council, directors or committee to whom management is entrusted. A copy of the rules and regulations must be filed with it, certified as correct by at least three members of the governing body.[1] In practice the rules are the document that matters most. They govern membership, subscriptions, the general meeting, the executive committee, elections, finance and amendment. Weak rules are the single biggest cause of later disputes, which we cover below.

Registration at the RJSC in practice

The process starts with name clearance through the RJSC, followed by filing the memorandum, rules, a list of founding members and the executive committee with identity documents, proof of the office address and the government fee. Under the Commerce Ministry circular of June 2023, the society registration fee rose from Tk 10,000 to Tk 15,000.[13] Expect the RJSC to require security verification of the committee members and to raise queries on the objects clause. Allow several months. Founders who plan to seek foreign funding later should draft the objects with NGO Affairs Bureau requirements in mind from the start.

After registration: the annual list and notifying changes

Every year a registered society must file with the Registrar a list of the names, addresses and occupations of its governing body. The list is due within fourteen days after the annual general meeting or, if the rules provide for no annual general meeting, in January.[2] Under section 12(b), inserted in 1978, any change in the society's name, address or the members of its governing body or other committees must be reported to the Registrar within twenty-one days.[1] A society that misses these filings will find it hard to prove which committee is lawfully in office, and that question sits at the centre of most election disputes.

Suing, property and the governing body

A registered society may sue or be sued in the name of its president, chairman, principal secretary or trustees, as its rules provide.[2] The rules should therefore say clearly who signs documents, who holds title to property and how authority passes when the committee changes.

Changing objects, amalgamating and dissolving

Section 12 sets a demanding procedure for altering, extending or abridging a society's purposes or amalgamating it with another society. The governing body sends a written report to every member at least ten days before a special meeting. The proposal needs the votes of three-fifths of the members voting in person or by proxy, and must then be confirmed by three-fifths of the members present at a second special meeting one month later.[1]

Dissolution under section 13 also needs at least three-fifths of the members. Disputes over settling the society's property go to the principal civil court of original jurisdiction in the district where its chief building is located.[1] Members cannot share the surplus. It passes to another society chosen by the members or, failing that, by the court.[2]

A not-for-profit company under section 28 of the Companies Act 1994

For larger bodies, the main alternative way to form an association in Bangladesh is a company that the government permits to drop the word "Limited" from its name. Section 28 of the Companies Act 1994 is headed as the power to omit "Limited" from the names of charitable and other companies. Section 29 adds specific rules for companies limited by guarantee.[3]

What section 28 does

A section 28 company is formed to promote a charitable or other useful object. It applies its income to that object and may not pay dividends to its members. In return, the government licenses it to register as a limited company without "Limited" in its name. It is usually limited by guarantee, so members commit only a nominal sum on winding up instead of subscribing share capital. Section 29 backs this up: in a guarantee company without share capital, any provision giving a person a right to share in divisible profits other than as a member is void.[3]

Licence first, then incorporation

The order matters. The founders obtain name clearance, prepare a memorandum and articles that meet the licensing conditions, apply to the government for the section 28 licence and only then incorporate at the RJSC. The licence is issued through the Ministry of Commerce. When the Trade Organisation Act 2022 was gazetted, about 170 non-profit organisations held Commerce Ministry licences under section 28.[9] Licence conditions are written into the constitution and usually restrict changes to objects, the use of income and the transfer of assets. Breaching them puts the licence at risk. Our guide to articles of association in Bangladesh explains how to draft the constitutional documents.

Section 28 company or society?

A section 28 company brings the full Companies Act framework of board duties, meetings, registers, audit and annual returns, which courts, banks and foreign partners understand. The price is a longer licensing process and heavier compliance. A society is quicker and cheaper, but the 1860 Act says little about governance and its procedure for changing objects can trap a growing organisation. If you expect to grow, hold assets or operate nationally, choose the company route at the start.

Converting an existing company or society

There is no simple statutory switch between forms. A private company cannot become a society; it must be wound up and the society formed afresh, with assets transferred by agreement. Converting a company into a section 28 company requires a licence and constitutional changes, decided case by case. For general incorporation mechanics, see our guide to company registration in Bangladesh.

Registering a voluntary social welfare agency with the Department of Social Services

Founders often underestimate this route. The Voluntary Social Welfare Agencies (Registration and Control) Ordinance 1961 still applies in Bangladesh. It defines a voluntary social welfare agency as an organisation established by persons of their own free will to provide welfare services in the fields listed in its schedule, relying on public subscriptions, donations or government aid.[4] The scheduled fields include child, youth and women's welfare, the welfare of people with physical and mental disabilities, the rehabilitation of released prisoners, the welfare of the aged and infirm, and social education.[4]

Registration is a precondition, not an option

The Ordinance provides that no such agency may be established or continued except under its terms, and a new agency must hold a registration certificate before it is established. Applications are made in the prescribed form with the fee and a copy of the constitution. The registration authority may make enquiries and may refuse with written reasons, and a refused applicant may appeal to the government within thirty days.[4] In practice, applications go through the district social services office. An agency that wants to work beyond one district needs approval at headquarters level.

Ongoing control

A registered agency must keep audited accounts in the manner the authority directs, submit and publish an annual report and audited accounts, pay all money into a separate bank account in its own name at an approved bank, and open its books to inspection. An amendment to its constitution is not valid until the registration authority approves it.[4]

The regulator's intervention powers

These powers explain why some founders prefer a society. The registration authority may suspend the governing body for financial irregularity, maladministration or non-compliance and appoint an administrator or a caretaker body of up to five persons. A government-appointed board then decides whether to reinstate the governing body or dissolve and reconstitute it. Members cannot dissolve a registered agency themselves; at least three-fifths of them must apply to the government. Contraventions can bring imprisonment of up to six months, a fine of up to Tk 2,000, or both.[4] If your work falls in the scheduled fields, expect this regime to apply whatever other registration you hold.

Trade bodies, chambers and business associations

Founders who want to form an association in Bangladesh to represent a trade, industry or profession in dealings with government face a separate regime. The Trade Organisation Act 2022 replaced the Trade Organisations Ordinance 1961. It added provisions for women entrepreneurs, inter-country joint chambers and chamber alliances, and allowed foreign traders to form joint trade bodies.[9] A trade organisation needs a licence from the Ministry of Commerce and is then incorporated at the RJSC, usually as a section 28 company.[9] [14]

Licensing and the dormant-organisation rules

The 2022 Act raised the fines tenfold. It also allows a licensed body to be declared dormant after a show-cause notice if it fails to set up an office within six months of licensing, misses annual general meetings for two consecutive years or fails to file audit reports and returns.[9] Expect the Ministry to consult existing chambers and federations, and to resist a new body that duplicates one already licensed for the same sector or area.

The Trade Organisation Rules 2025

The interim government issued the Trade Organisation Rules 2025 on 22 May 2025. They imposed a 24-month board term, a quorum of one-third of members for general meetings, elections rather than co-option to fill board vacancies, and government-set subscriptions payable to the national federation. Business bodies objected that several provisions conflicted with the Companies Act, under which they are incorporated.[10]

The 2026 draft amendments

In July 2026 the Commerce Ministry published draft amendments for public comment until 25 July. Direct election of presidents and other office-bearers would no longer be mandatory; each body would elect its leaders under its own memorandum and articles. Organisations would again set their own admission fees and subscriptions. A business owner holding several memberships would cast only one vote. Where the bylaws are silent, amendments would need two-thirds of the members present at a meeting with a one-third quorum.[11] Until the final text is notified, chambers should draft their articles to work under both versions.

Administrators and federation tribunals

The government uses these powers. In July 2025 the Commerce Ministry's Trade Organisation Division cancelled the board of one association under section 17 of the Trade Organisation Act 2022 and appointed administrators to two associations. One association had held elections in defiance of a verdict of the FBCCI arbitration tribunal and of its own constitution.[12] For a licensed trade body, a flawed election is a regulatory risk as well as an internal dispute.

Foundations, trusts and other alternatives

Not every group needs an association at all. A family or corporate foundation that will be controlled by a few founders and funded from a single source is often better structured as a trust. Trustees then hold property for declared charitable purposes, without the membership and election machinery of a society. Our guide to trust registration in Bangladesh covers the trust deed, registration and governance. Religious endowments follow the waqf regime, which has its own administrator and registration rules.

Two other forms are not substitutes for an association. A cooperative society under the Cooperative Societies Act 2001 is a member-owned economic enterprise regulated by the Department of Cooperatives, and microcredit needs a licence from the Microcredit Regulatory Authority. An informal club can operate unregistered, but with the liability and banking problems described above.

Foreign funding and NGO Affairs Bureau registration

Whatever vehicle you choose, foreign money brings in a further regulator. The Foreign Donations (Voluntary Activities) Regulation Act 2016 defines foreign donations widely: funds, goods or other assistance from a foreign government, organisation or expatriate Bangladeshi for voluntary or charitable work in Bangladesh.[5] Our due diligence guide for foreign-funded NGOs covers the donor's side. Here we focus on what an association must do.

The 2025 Ordinance and the 2026 Act

The interim government amended the 2016 Act by the Foreign Donations (Voluntary Activities) Regulation (Amendment) Ordinance 2025, Ordinance No. 77 of 2025, dated 11 December 2025. It replaced sections 3, 4, 6, 8 and 18, inserted a new section 8A and amended other provisions.[6] The elected Parliament then enacted the Foreign Donations (Voluntary Activities) Regulation (Amendment) Act 2026, Act No. 54 of 2026, dated 10 April 2026, which repealed the Ordinance and now governs.[7]

Registration and project approval

The new section 3 provides that, notwithstanding any other law, no organisation or NGO may receive foreign donations and carry out voluntary activities without registration with the NGO Affairs Bureau. An individual does not need registration but must obtain the Bureau's approval.[7] RJSC or Department of Social Services registration therefore never authorises foreign funding by itself. The new section 6 requires Bureau approval for each project. If the relevant ministry does not give its opinion within the prescribed time, the Director General may approve the project anyway. Administrative costs remain capped at 20 per cent of approved project expenditure.[7]

The Tk 50 lakh exemption and other changes

The most practical change for small associations is in section 6(9). An NGO receiving foreign grants of up to Tk 50 lakh in a year does not need Bureau approval for them. It must still inform the Bureau in advance of all project activities and areas, and after the project ends file an audit report prepared by a Bureau-enlisted audit firm within the prescribed time.

For disaster relief, the Director General may approve a project and release funds within 72 hours. Under the new section 8A, foreign travel paid from project funds must be recorded in the annual report.[7] Earlier, in 2025, an administrative reform had set 45-day windows for ministry opinions and project approval and replaced vetting by two intelligence agencies with vetting by one.[8]

Penalties and sequencing

Receiving foreign donations without permission can bring a fine of up to three times the amount received, along with cancellation or suspension of registration.[5] The safe order is to register the association first, build at least a basic record of activity and audited accounts, then apply to the NGO Affairs Bureau before any foreign money arrives. Our step-by-step NGO registration guide covers the Bureau's filing in detail. Section 4 on registration and renewal was also replaced in 2026, so check the current registration term and renewal conditions against the official text before you file.

Governance documents that prevent disputes

The legal vehicle sets the outer limits, but the constitution decides whether the association works. The 1860 Act in particular leaves almost everything to the rules. Every association's constitution should deal clearly with the following:

• Membership: categories, eligibility, the admission procedure, subscriptions, arrears, suspension and expulsion, with a right to be heard before expulsion.
• The register of members: who maintains it, when it closes before an election and how members can inspect and challenge it.
• General meetings: notice periods, quorum, proxy voting, special resolutions and how members can requisition a meeting.
• The governing body: size, office-bearers, term, term limits, filling vacancies, conflicts of interest and removal.
• Elections: an independent election commission, the timetable, nomination and scrutiny, voting method, counting, declaration of results and a short internal appeal.
• Finance: bank signatories, audit and related-party transactions.
• Amendment and dissolution: majorities that match the statute and a named destination for surplus assets.

Before you sign the memorandum, check the constitution against the statute that will govern the body. A rule that conflicts with section 12 of the 1860 Act, the Companies Act or the Trade Organisation Rules 2025 will not hold up when it is challenged. Our analysis of corporate governance and directors' duties applies directly to section 28 companies.

Elections, internal disputes and regulatory intervention

Most association litigation concerns who controls the committee: manipulated voter lists, a committee extending its own term, tactical expulsions or a breakaway group holding a parallel election. The forum depends on the vehicle.

Societies and section 28 companies

Internal disputes in a society are usually brought as civil suits for declarations and injunctions. The society itself sues and is sued through the officer its rules name.[2] Disputes about property on dissolution go to the district's principal civil court of original jurisdiction.[1] A section 28 company also has the Companies Act remedies available to members, including applications about meetings and oppression-type relief. The RJSC is a registry, not an election tribunal. It records the filed list of the governing body but does not decide which faction won.

Welfare agencies and trade bodies

For welfare agencies, the Department of Social Services can suspend a governing body and appoint a caretaker.[4] For trade organisations, federation arbitration and the Commerce Ministry's power to appoint administrators both apply.[12] Our detailed guide to challenging an association or society election in Bangladesh covers grounds, evidence, interim injunctions and timing. Two points apply everywhere. Act quickly, because courts are reluctant to unwind a result once a new committee has taken office. And use any internal appeal the constitution provides first.

Step-by-step: how to form an association in Bangladesh

The order below applies to most routes.

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Do not open accounts, sign leases or take donations in the association's name before registration, or the founders will be personally liable.

Comparing the main routes

The table below compares the main ways to form an association in Bangladesh. On a phone, scroll it sideways.

As a rule of thumb: a chamber needs a section 28 company with a trade organisation licence; a cultural or alumni body is well served by a society; welfare services need Department of Social Services registration; and foreign funds need the NGO Affairs Bureau first. Our corporate and commercial advisory practice and corporate governance and compliance practice advise on structuring, licensing and constitutions.

Mistakes to avoid when you form an association in Bangladesh

• Choosing the vehicle by speed alone: a society registered quickly can become a straitjacket when the organisation wants to change its objects, merge or attract institutional funders.
• Ignoring the welfare regime: running services in the scheduled welfare fields without Department of Social Services registration exposes the body and its officers to penalties.[4]
• Taking foreign money early: a diaspora donation or a foreign partner's grant received before NGO Affairs Bureau registration is a breach, even under the Tk 50 lakh exemption, which applies only to registered NGOs.[7]
• Copying a template constitution: generic rules rarely deal with voter lists, election commissions or vacancies, which are exactly where disputes arise.
• Missing annual filings: an unfiled annual list or change notice makes it hard to prove who holds office.[1] [2]
• Blurring non-profit and private interests: paying founders, leasing their property to the body or mixing accounts undermines the non-profit status that a section 28 licence and tax treatment depend on.[3]

What to watch in 2026 and beyond

Three developments matter for anyone who plans to form an association in Bangladesh over the next year. First, the NGO Affairs Bureau will issue rules and procedures under the 2026 amendments, including the institutional support fund provisions that section 3(2) leaves to rules. Those rules will set how the Tk 50 lakh exemption works in practice.[7] Second, the Commerce Ministry has yet to notify final amendments to the Trade Organisation Rules 2025. Postponed chamber and association elections, including those of the FBCCI, are waiting on them.[11] Third, the 1860 and 1961 laws remain unreformed, so constitutions drafted now should be flexible enough to absorb a future not-for-profit statute.

If you are setting up a new body, restructuring an existing one or facing a contested election, the earliest choices carry the most weight. Contact TRW to discuss the right vehicle and a constitution that will hold up.

Frequently asked questions

How many people are needed to form an association in Bangladesh?

A society under the Societies Registration Act 1860 needs at least seven persons to subscribe the memorandum.[2] Other vehicles have their own requirements, and regulators often expect a broader founding membership in practice.

Who registers societies in Bangladesh?

The Registrar of Joint Stock Companies and Firms (RJSC) registers societies under the 1860 Act, as well as companies, trade organisations and partnership firms.[14]

What is the government fee for registering a society?

Under the Commerce Ministry circular of June 2023, the society registration fee rose from Tk 10,000 to Tk 15,000. Check the current RJSC schedule before filing.[13]

What is a section 28 company?

It is a not-for-profit company that the government licenses under section 28 of the Companies Act 1994 to register without "Limited" in its name. It is usually limited by guarantee and must apply its income to its objects.[3]

Can a society receive foreign donations?

Only after registering with the NGO Affairs Bureau. Section 3 of the 2016 Act, as replaced in 2026, bars any organisation from receiving foreign donations for voluntary activities without that registration.[7]

What is the Tk 50 lakh rule for foreign grants?

Since the 2026 amendment, a registered NGO receiving foreign grants of up to Tk 50 lakh a year does not need Bureau approval for them. It must still notify the Bureau in advance and file an audit by an enlisted firm afterwards.[7]

Does a welfare organisation need Department of Social Services registration?

Yes, if it is a voluntary social welfare agency working in the fields scheduled to the 1961 Ordinance, which provides that no such agency may be established or continued except under its terms.[4]

Which law governs chambers and trade associations?

The Trade Organisation Act 2022, which replaced the 1961 Ordinance, together with the Trade Organisation Rules 2025. Draft amendments to the Rules were published in July 2026.[9] [10] [11]

How can a society change its objects?

Under section 12 of the 1860 Act, the proposal needs three-fifths of members voting at a special meeting, then confirmation by three-fifths of those present at a second meeting one month later. The change must be reported to the Registrar within twenty-one days.[1]

Where are association election disputes decided?

Usually in the civil courts by suit for declaration and injunction. Welfare agencies also face Department of Social Services intervention, and trade bodies face federation arbitration and Commerce Ministry administrators.[4] [12]