Company winding up case in Bangladesh: the full journey, step by step
A company winding up case in Bangladesh is a petition to the High Court Division under Part V of the Companies Act 1994 asking the Court to end a company's life, collect its assets through an official liquidator and pay its creditors in the statutory order.
The most common route is a creditor's petition after an unpaid statutory demand for more than Tk 5,000 under section 242, but members, the company itself and the Registrar can also petition on the grounds in section 241. A creditors' voluntary winding up is the main alternative outside court.
- Where it starts
- A statutory demand served at the company's registered office; then a petition in the High Court Division (company…
- Main law
- Companies Act 1994 (ss.3, 241-285 winding up by the Court; ss.286-305 voluntary winding up; ss.322-331 avoidance, priorities and…
- Typical duration
- 1-3 years from petition to winding up order if contested; the liquidation itself often runs 3-10 years
- Who can file
- The company, a creditor (including a contingent or prospective creditor, with security for costs), a qualifying…
Company winding up case in Bangladesh: walk through every stage
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Step 1 · Before the petitionChoose the right route
Before starting a company winding up case in Bangladesh, the lawyer checks which ground in section 241 applies: a special resolution for winding up by the Court, failure to commence or a year's suspension of business, members falling below the statutory minimum, inability to pay debts, or that winding up is just and equitable. For a creditor, the key question is whether the debt is clear.
A winding-up petition is a collective remedy for all creditors, not a debt-collection suit, and the Court generally will not wind up a company over a debt that is genuinely disputed. A money suit or arbitration may suit that case better.
Where: Petitioner's lawyer · Time: 1-3 weeks · Law: s.241 Companies Act 1994; s.245 Companies Act 1994 · Documents: Contract, invoices and statements of account, Company search from RJSC, Latest audited accounts, if filed
Tip: Collect evidence that the debt is undisputed, such as acknowledgements or part-payments, before you serve any demand.
Step 2 · Before the petitionCheck the company's records
The petitioner obtains the company's registered office address, directors, share capital and charges from the Registrar of Joint Stock Companies and Firms. The registered office matters twice. The statutory demand must be delivered there, and section 3 treats the registered office during the six months before the petition as fixing jurisdiction. Registered charges show which secured creditors stand ahead in any distribution. A company that has not filed returns for years may already be a candidate for striking off, which is a different and cheaper process for dormant companies.
Where: Registrar of Joint Stock Companies and Firms · Time: 1-2 weeks · Law: s.3 Companies Act 1994 (Explanation); s.159 Companies Act 1994 (registration of charges) · Documents: Certified copies of memorandum and articles, Latest annual return (Schedule X), Register of charges extract, Form XII particulars of directors
Step 3 · Before the petitionServe the statutory demand
Under section 242(1)(a), a company is deemed unable to pay its debts if a creditor owed more than Tk 5,000 then due serves a written demand at the registered office, by registered post or otherwise, and the company for three weeks neglects to pay, secure or compound the debt to the creditor's reasonable satisfaction. The authoritative Bangla text sets this figure at five thousand taka. The demand may be signed by the creditor or an authorised agent or legal adviser.
Inability to pay can also be shown by an unsatisfied execution under section 242(1)(b), or by other proof, taking contingent and prospective liabilities into account.
Where: Petitioner's lawyer · Time: 3 weeks' waiting period · Law: s.242(1)(a)-(c) Companies Act 1994; s.242(2) Companies Act 1994 · Documents: Statutory demand under s.242, Registered post receipt and acknowledgement, Proof of the amount due
Tip: Demand only the undisputed sum and serve at the registered office. A defective demand gives the company an easy defence.
Step 4 · Petition and admissionFile the winding-up petition
Section 3 makes the High Court Division the Court for company matters, and petitions are heard by its company bench in Dhaka in its statutory original jurisdiction. Under section 245 the petition may be presented by the company, a creditor, a qualifying contributory, or the Registrar with Government sanction. A contributory must generally have held the shares for at least six of the eighteen months before the winding up. A contingent or prospective creditor is heard only after giving security for costs and showing a prima facie case.
The petition is verified by affidavit and sets out the ground and the facts relied on.
Where: High Court Division · Time: 1 day to file; 2-8 weeks to first listing · Law: s.3 Companies Act 1994; s.245 Companies Act 1994 · Documents: Petition verified by affidavit, Statutory demand and proof of service, Proof of the debt, Vakalatnama, Court-fee stamps
Step 5 · Petition and admissionAdmission and notice to the company
At the first hearing the company bench decides whether the petition should be admitted. If admitted, the Court directs notice to the company and any other respondents, and fixes a returnable date. The winding up, if ordered later, is deemed to commence at the time the petition was presented under section 247. That date matters because dispositions of company property after it can later be declared void. The company usually files an affidavit-in-opposition, and many petitions settle at this stage.
Where: High Court Division · Time: 1-4 months · Law: s.247 Companies Act 1994; s.249 Companies Act 1994 · Documents: Order of admission, Notice to the company, Affidavit of service, Affidavit-in-opposition
- Step 6 · Petition and admission
Advertisement of the petition
Because a winding up order operates for all creditors and contributories under section 246, the Court usually directs that the petition be advertised in newspapers so that others can support or oppose it. Other creditors may then appear, and the Court may have regard to the wishes of creditors or contributories under section 254. The petitioner pays the advertisement cost and files proof of publication. Follow the Court's directions on the form and timing of the advertisement closely.
Where: High Court Division · Time: 1-2 months · Law: s.246 Companies Act 1994; s.254 Companies Act 1994 · Documents: Newspaper advertisement, Affidavit of publication
Step 7 · Petition and admissionInterim protection of the assets
After the petition is presented and before any winding up order, the company, a creditor or a contributory can ask the Court under section 248 to restrain further proceedings in suits against the company, so that one creditor does not race ahead of the others. Under section 322, any disposition of the company's property and any transfer of shares after the commencement of a winding up by the Court is void unless the Court orders otherwise.
A petitioning creditor worried about asset stripping should raise it early with evidence, because the Court can make such interim orders as it thinks just under section 249.
Where: High Court Division · Time: 2-6 weeks · Law: s.248 Companies Act 1994; s.249(1) Companies Act 1994; s.322 Companies Act 1994 · Documents: Application under s.248, Affidavit on risk to assets
Step 8 · Petition and admissionAppointment of a provisional liquidator
Where assets are at real risk, the Court can appoint an official liquidator provisionally at any time after the petition and before the winding up order under section 255(2). It must first give notice to the company unless, for recorded reasons, it dispenses with notice. Once a provisional liquidator is appointed, section 250 stops any suit or legal proceeding from being started or continued against the company without the Court's leave. The provisional liquidator takes control of the assets and books to preserve them pending the hearing.
Where: Official liquidator · Time: 2-8 weeks · Law: s.255(2) and (4) Companies Act 1994; s.250 Companies Act 1994 · Documents: Application for provisional liquidator, Order of appointment, Security, if required
- Step 9 · Hearing and winding up order
Contested hearing
At the hearing the company may argue that the debt is disputed on substantial grounds, that it is solvent and the demand was a pressure tactic, or that the petition is an abuse. A member's just and equitable petition is examined on evidence of deadlock, loss of substratum or misconduct. Under section 249(1) the Court may dismiss the petition, adjourn it conditionally or unconditionally, or make any interim or other order it thinks just. It cannot refuse to wind up only because the assets are fully mortgaged or the company has no assets.
Where: High Court Division · Time: 6-24 months · Law: s.249(1) Companies Act 1994; s.241(e) and (f) Companies Act 1994 · Documents: Affidavits and replies, Audited accounts, Written submissions
Step 10 · Hearing and winding up orderThe winding up order
If satisfied, the High Court Division makes a winding up order. It operates for all creditors and contributories under section 246. Unless a liquidator is appointed at the same time, intimation goes to the official receiver, who becomes the official liquidator under section 251. The petitioner and the company must file a copy of the order with the Registrar within thirty days, and the Registrar notifies it in the official Gazette under section 252.
The order also operates as notice of discharge to employees unless the business continues, and suits against the company need the Court's leave from now on.
Where: High Court Division · Time: Order day; 30 days to file with RJSC · Law: ss.246, 249(3), 250, 251 and 252 Companies Act 1994 · Documents: Certified copy of the winding up order, Filing with RJSC, Gazette notification
- Step 11 · Liquidation
The official liquidator takes control
On the winding up order, the official liquidator takes into custody all the books, documents and assets of the company under sections 251(3) and 260, and the directors' powers of management end. The Court may appoint a person other than the official receiver as official liquidator under section 255, and may require security. A committee of inspection of creditors and contributories can be formed under section 261. The liquidator may summon meetings of creditors or contributories to learn their wishes, and must do so when one-tenth in value requests it in writing.
Where: Official liquidator · Time: 1-3 months · Law: ss.251, 255, 260, 261 and 266 Companies Act 1994 · Documents: Inventory of assets, Books and records handed over, Bank account in the liquidator's name
Step 12 · LiquidationStatement of affairs and preliminary report
The directors and chief officers must give the official liquidator a statement of the company's affairs, verified by affidavit, within twenty-one days under section 258. It lists assets, debts, secured and unsecured creditors and money owed to the company. Default carries a daily fine. Under section 259 the liquidator then files a preliminary report with the Court within one hundred and twenty days of the order, extendable to one hundred and sixty days with leave.
It covers capital, assets and liabilities, the causes of failure and whether further inquiry into the company's promotion or management is needed.
Where: Official liquidator · Time: 21 days; then up to 120-160 days · Law: s.258 Companies Act 1994; s.259 Companies Act 1994 · Documents: Statement of affairs on affidavit, Liquidator's preliminary report
Step 13 · LiquidationProof of debts and list of contributories
The Court fixes a time within which creditors must prove their debts or be excluded from any distribution made before they prove, under section 274. All debts and claims, present or future, certain or contingent, are admissible, with a just estimate of contingent claims, under section 323. In an insolvent winding up, section 324 applies insolvency rules on secured and unsecured creditors. The Court also settles a list of contributories under section 267, distinguishing members in their own right from representatives, and can make calls on unpaid share capital under section 270.
Where: High Court Division · Time: 3-12 months · Law: ss.267, 270, 274, 323 and 324 Companies Act 1994 · Documents: Proof of debt with supporting documents, List of contributories, Notice of call
Tip: Prove your debt within the time the Court fixes. A late creditor can lose out on distributions already made.
Step 14 · LiquidationRealising assets and recovering from wrongdoers
With the Court's sanction, the official liquidator can sue or defend in the company's name, carry on the business so far as needed for a beneficial winding up, and sell movable and immovable property by public auction or private contract under section 262. Attachments, executions and sales against company property after commencement without the Court's leave are void under section 328. Preferences that would be fraudulent in an individual's insolvency can be set aside under section 327.
Within three years, the liquidator, a creditor or a contributory can apply under section 331 for promoters, directors or officers to repay misapplied money for misfeasance or breach of trust.
Where: Official liquidator · Time: 1-5 years · Law: ss.262, 327, 328 and 331 Companies Act 1994 · Documents: Application for sanction to sell, Valuation reports, Misfeasance application under s.331
- Step 15 · Distribution and dissolution
Distribution in the statutory order
After costs of the winding up, which the Court can order to be paid in the priority it thinks just under section 276, the liquidator pays preferential debts under section 325. These include certain taxes and rates that fell due in the twelve months before the relevant date and employees' wages for a limited recent period, up to statutory caps. Preferential debts rank equally and, where free assets fall short, take priority over floating-charge holders. Secured creditors rely on their security, ordinary unsecured creditors share rateably, and any surplus goes to contributories under section 275.
Where: High Court Division · Time: 3-12 months per dividend round · Law: ss.275, 276, 324 and 325 Companies Act 1994 · Documents: Scheme of distribution, Court order sanctioning dividend, Receipts from creditors
Step 16 · Distribution and dissolutionDissolution of the company
When the company's affairs have been completely wound up, the Court orders under section 277 that the company be dissolved from the date of the order. The official liquidator must report the order to the Registrar within fifteen days, and the Registrar records the dissolution against the company's name. Dissolution brings the company winding up case in Bangladesh to an end: the company ceases to exist as a legal person, and its name is removed from the active register.
Where: Registrar of Joint Stock Companies and Firms · Time: 1-3 months after the final distribution · Law: s.277 Companies Act 1994 · Documents: Dissolution order, Liquidator's final account, Report to RJSC
What if…? How the company winding up case in Bangladesh can change course
Choose a scenario. The map animates the route up the hierarchy and, where a case is sent back, down to the lower court and up again.
What if the winding up has been sent to a District Court and a party appeals?
- 1High Court Division
Appeal from the District Court
Where the High Court Division has directed subsequent proceedings to be had in a District Court under section 243, that court becomes the Court for the winding up. Under section 285, appeals from its orders lie in the same manner and to the same court as appeals from its orders in ordinary jurisdiction, which for a District Judge means the High Court Division under section 20 of the Civil Courts Act 1887. The appellate bench can rehear facts and law. Confirm the limitation period and file promptly.
File promptly; 1-2 years to decides.243 Companies Act 1994s.285 Companies Act 1994s.20 Civil Courts Act 1887 - 2District Court (where proceedings are sent under s.243)
Liquidation continues below
After the appeal is decided, the record returns to the District Court, which carries on the liquidation in line with the High Court Division's judgment, for example by admitting or rejecting a claim or confirming a sale. The official liquidator reports to the District Court in the meantime unless a stay was granted on appeal.
As directeds.243 Companies Act 1994Order XLI CPC
Where it ends up: The District Court completes the liquidation in line with the appellate judgment.
Can a winding-up order be challenged in revision?
- 1High Court Division
Revision only where a District Court acts
Civil revision under section 115 of the Code lies to the High Court Division against subordinate courts, so it is not available against the company bench's own orders. Where a District Court is conducting the winding up under section 243 and passes an order from which no appeal lies, a party can seek revision in the High Court Division under section 115(1) on an error of law occasioning failure of justice. Against the company bench itself, the routes are re-hearing or review in the same court and leave to the Appellate Division.
6-18 monthss.115(1) CPCs.243 Companies Act 1994s.285 Companies Act 1994
Where it ends up: Revision corrects a District Court order; High Court Division orders are challenged by review or leave to appeal instead.
Can the company bench reconsider or stay its own order?
- 1High Court Division
Re-hearing, review or stay
Section 285 allows re-hearing of orders in a winding up in the same manner as in the Court's ordinary jurisdiction, so the High Court Division can review its order under Order XLVII of the Code on new evidence, an error apparent on the record or another sufficient reason. Separately, after a winding up order, any creditor or contributory can apply under section 253 to stay the proceedings altogether or for a time, for example after a full settlement with creditors.
2-6 monthss.285 Companies Act 1994Order XLVII rule 1 CPCs.253 Companies Act 1994
Where it ends up: The company bench confirms, corrects or stays its own winding up order.
What if the liquidator needs the Court's directions?
- 1High Court Division
Application for directions
A liquidator facing a doubtful question, such as whether a claim is a preferential debt or how to deal with a disputed security, does not decide it alone. Section 266(3) lets the official liquidator apply to the Court for directions on any particular matter arising in the winding up, and the Court's answer protects the liquidator. Where a District Court is conducting the winding up, it can also refer a doubtful question of law to the High Court Division under section 113 and Order XLVI of the Code.
1-6 monthss.266(3) Companies Act 1994s.113 CPCOrder XLVI CPC
Where it ends up: The Court answers the question and the liquidator proceeds on that basis.
What if the proceedings are sent down to a District Court and brought back?
- 1District Court (where proceedings are sent under s.243)
Proceedings sent to a District Court
After making a winding up order, the High Court Division may direct all subsequent proceedings to be had in a District Court under section 243. That District Court is then deemed to be the Court and has all the powers of the High Court Division for that winding up. This is used where the assets and creditors are concentrated in one district.
On the orders.243 Companies Act 1994 - 2High Court Division
Withdrawal or transfer by the High Court Division
Under section 244, if the winding up can be more conveniently carried on in another District Court, the High Court Division may transfer it, and at any stage it may withdraw the proceedings from the District Court and dispose of them itself. A creditor who thinks the District Court is mishandling a complex liquidation can ask for this.
2-6 monthss.244 Companies Act 1994 - 3District Court (where proceedings are sent under s.243)
Sent down again to finish
Once the High Court Division has resolved the problem, it may send the proceedings back to the same or another District Court to complete collection, distribution and dissolution. On an appeal to the Appellate Division, a winding up order can likewise be set aside and remitted to the High Court Division for fresh hearing.
As directedss.243-244 Companies Act 1994Article 103 Constitution of Bangladesh
Where it ends up: The liquidation is completed in whichever court the High Court Division finally directs.
Can the case go to the Appellate Division?
- 1Appellate Division of the Supreme Court
Leave to appeal from the company bench
Under section 285, an appeal from the company bench's winding up order lies as appeals from the High Court Division's ordinary orders do, which means to the Appellate Division under Article 103 of the Constitution, by leave in ordinary cases. A civil petition for leave to appeal is normally filed within sixty days under the Appellate Division Rules 1988. A stay of the winding up order must be sought separately.
60 days to file; 1-3 yearss.285 Companies Act 1994Article 103(3) Constitution of BangladeshSupreme Court of Bangladesh (Appellate Division) Rules 1988 - 2Appellate Division of the Supreme Court
Final decision
If leave is granted, the Appellate Division hears the civil appeal and may affirm the winding up order, set it aside, or remit the petition to the High Court Division for rehearing. Its decision binds all courts under Article 111, and a review lies only under Article 105 on narrow grounds.
As listedArticle 105 Constitution of BangladeshArticle 111 Constitution of Bangladesh
Where it ends up: The Appellate Division's decision is final, and the liquidation proceeds or ends accordingly.
Is there a route without a court petition?
- 1Company and creditors' meetings
Creditors' voluntary winding up
An insolvent company can pass an extraordinary resolution under section 286(1)(c) that it cannot continue because of its liabilities. With no declaration of solvency under section 290, this is a creditors' voluntary winding up. The company must call a creditors' meeting for the same or next day under section 298, post notices and advertise, and present a full statement of affairs. The creditors' nominee becomes liquidator under section 299, and they may appoint a committee of inspection under section 300.
1-2 months to startss.286(1)(c), 290, 298, 299 and 300 Companies Act 1994 - 2Registrar of Joint Stock Companies and Firms
Notice, final meeting and dissolution
Notice of the resolution must be advertised in the official Gazette and a local newspaper within ten days under section 289. The liquidator calls annual meetings, then a final meeting of the company and creditors with an account of the winding up under section 305, and files the account with the Registrar, after which the company is dissolved. The Court can still appoint or remove a liquidator, or order the winding up to continue under its supervision.
1-3 yearsss.289, 304, 305, 309 and 316 Companies Act 1994
Where it ends up: The company is dissolved without a contested court petition, under creditor control.
How the company winding up case in Bangladesh moves up the court hierarchy
A company winding up case in Bangladesh starts at a high level. There is no value threshold and no lower civil court of first instance: section 3 of the Companies Act 1994 makes the High Court Division the Court, and the company bench in Dhaka hears petitions in its statutory original jurisdiction.
The Government may by notification empower a District Court for companies registered in its district, and after a winding up order the High Court Division can send the rest of the proceedings to a District Court under section 243, then transfer or withdraw them under section 244. Where a District Court acts, its orders go up to the High Court Division by appeal or revision, and that court can rehear facts and law.
Orders of the company bench itself go to the Appellate Division, which under Article 103 hears ordinary cases only with leave and decides mainly questions of law.
- Appellate DivisionAppellate Division of the Supreme Court
- High Court DivisionHigh Court Division
- Appellate levelDistrict Court (where proceedings are sent under s.243)
- Start · outside courtPetitioner's lawyer · Registrar of Joint Stock Companies and Firms · Official liquidator · Company and creditors' meetings
Where your case is heard
Addresses are for Dhaka. Every district has equivalent courts at its own district judgeship.
Supreme Court of Bangladesh (Appellate Division and High Court Division)
Supreme Court of Bangladesh, Shahbag, Ramna, Dhaka-1000Hears appeals, revisions, references, writ petitions under Article 102, company matters and death references (High Court Division), and appeals by leave from the High Court Division (Appellate Division).
Both Divisions sit in the Supreme Court complex; many High Court Division benches sit in the Annex Building. Check the daily cause list for the bench and court room. Postal contact is the Registrar General, Supreme Court of Bangladesh, Ramna, Dhaka-1000.
Court of the District and Sessions Judge, Dhaka (Dhaka Judge Court)
Dhaka Judge Court premises, 16 Johnson Road, Sadarghat, DhakaSeat of the Dhaka District Judge and Additional District Judges (civil appeals, probate, district-level civil and sessions work outside the metropolitan area) and the civil courts of first instance (Joint District Judge, Senior Civil/Assistant Judge courts).
Official judiciary portal gives '16 Johnson Road, Sadarghat, Dhaka'. Many civil courts (Additional District Judge courts, Joint District Judge and Senior Assistant Judge courts, Artha Rin Adalat No.1, insolvency court) are in the new 8-storey District Judge Court building in the same premises. The 2026 judgeship list names the first-instance civil courts 'Senior Civil Judge' / 'Civil Judge' (formerly Senior Assistant Judge / Assistant Judge); some pages still use the old names. Every district has an equivalent court at its district judgeship.
Petitioner's lawyer
Where this happens depends on your district or the office concerned. Ask us for the exact courtroom and address.
Office of the Registrar of Joint Stock Companies and Firms (RJSC)
TCB Bhaban (7th floor), 1 Kawran Bazar, Dhaka-1215Registers companies, partnership firms and societies, and receives annual returns and statutory filings under the Companies Act 1994.
Head office (Dhaka). Filing is mostly online. RJSC also has offices in Chattogram, Khulna and Rajshahi. PABX +88 02 55013776.
Official liquidator
Where this happens depends on your district or the office concerned. Ask us for the exact courtroom and address.
Company and creditors' meetings
Where this happens depends on your district or the office concerned. Ask us for the exact courtroom and address.
How long each stage takes
These are indicative ranges based on typical Dhaka practice. Adjournments, case backlogs and appeals can stretch them.
Documents checklist and key terms
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- Statutory demand
- A written demand under s.242 for a debt above Tk 5,000; three weeks' non-payment raises a presumption of inability to pay.
- Contributory
- A person liable to contribute to the company's assets on winding up, mainly members with unpaid share capital.
- Official liquidator
- The Court-appointed officer, by default the official receiver, who collects assets and pays creditors in a winding up by the Court.
- Provisional liquidator
- A liquidator appointed after the petition but before the winding up order to protect the assets.
- Committee of inspection
- A small committee of creditors and contributories that oversees the liquidator.
- Preferential debts
- Debts paid ahead of ordinary creditors under s.325, such as certain taxes and recent wages.
- Misfeasance
- Misapplication of company money or breach of trust by a director or officer, actionable in the winding up under s.331.
- Creditors' voluntary winding up
- An out-of-court winding up of an insolvent company started by resolution and controlled by its creditors.
Company winding up case in Bangladesh: common questions
Which court hears a company winding up case in Bangladesh?
How much must be owed before a creditor can serve a statutory demand?
Can I use a winding-up petition to collect a disputed debt?
What happens to court cases against the company after the order?
Can a shareholder petition to wind up a company?
Who gets paid first in a liquidation?
Can the directors be made personally liable?
How long does a company winding up case in Bangladesh take?
Law and sources
- Companies Act 1994 (Bangla authoritative text), Laws of Bangladesh
- Companies Act 1994, Bangla text with amendments (mirror)
- Code of Civil Procedure 1908, Laws of Bangladesh
- Limitation Act 1908, Laws of Bangladesh
- Constitution of the People's Republic of Bangladesh, Laws of Bangladesh
- Registrar of Joint Stock Companies and Firms
- Supreme Court of Bangladesh
This Case Journey is a general guide to procedure in Bangladesh as of October 2026. It is not legal advice. Procedure, fees and time limits change, and every case turns on its own facts. Timelines are indicative. Speak to a lawyer about your own matter.
Run this case from outside Bangladesh
You can usually start and run this case without travelling. You sign a power of attorney abroad, the Bangladesh High Commission or Embassy attests it, and your attorney and lawyer act for you in Dhaka. Some steps, such as giving evidence in person, may still need you or a commission. See how a case runs through a power of attorney →
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