TRW Insight / Bangladesh
Bangladesh rewrote its IPO rulebook in December 2025. Larger size thresholds, stock exchange gatekeeping, strict valuation rules and new quotas and lock-ins now decide whether, when and how a company can go public.
The IPO process Bangladesh companies face under the 2025 Rules
The IPO process Bangladesh companies must now follow was rewritten at the end of 2025. The Bangladesh Securities and Exchange Commission (Public Offer of Equity Securities) Rules 2025, dated 28 December 2025 and published in the gazette on 30 December 2025, repealed the Public Issue Rules 2015 with immediate effect.[1] They raise the size threshold for a main-board listing, give the Dhaka and Chittagong stock exchanges a formal gatekeeping role, tighten valuation discipline, change the investor quotas and lock-ins, and cap the fees that intermediaries can charge.
This guide is written for founders, boards, CFOs and sponsors preparing to go public, and for foreign shareholders in Bangladeshi companies that are weighing a listing. It walks through eligibility, the choice between the fixed price and book-building methods, the roles of the issue manager, auditors and legal advisor, the prospectus, quotas and lock-ins, the listing decision on the Dhaka Stock Exchange and the Chittagong Stock Exchange, the SME platform, costs and realistic timelines, and the 2026 market reforms that frame every decision. The wider regulatory architecture is covered in our guide to securities law in Bangladesh; this article goes deeper on the transaction itself.

Summary: A company can apply for a main-board IPO in Bangladesh if it is a public limited company with pre-IPO paid-up capital of at least Tk 30 crore, will have post-IPO paid-up capital of at least Tk 50 crore, offers at least 10 per cent of its post-IPO capital and meets profitability, audit, governance and underwriting conditions. The application goes to BSEC and the stock exchange together; the exchange inspects and recommends within 30 days, and BSEC decides within 20 days of that recommendation.
Key point: Under rule 10(1) of the 2025 Rules, BSEC consents to book-building only after a positive stock exchange recommendation, and an exchange that recommends rejection is excluded from the issue. The exchange's site visit, document review and investor comment process are now the first real test of an IPO file, so preparation must satisfy the exchange as well as the Commission.
At a glance
New rulebook
The Public Offer of Equity Securities Rules 2025 replaced the Public Issue Rules 2015 on 30 December 2025.
Size threshold
Tk 30 crore pre-IPO paid-up capital, Tk 50 crore post-IPO, and at least 10 per cent offered to the public.
Two methods
Fixed price for smaller or green field issuers; book building with a roadshow, 72-hour bidding and a cut-off price for established ones.
Exchange gatekeeper
DSE and CSE inspect, invite investor comment and recommend within 30 days; BSEC decides within 20 days after that.
Capped costs
Issue management is capped at 1 per cent of the offer, and BSEC's consent fee is 0.30 per cent.
Table of Contents
The legal framework for the IPO process Bangladesh law sets
Three layers of law govern a public offer. The first is the Securities and Exchange Ordinance 1969. Section 2A provides that no issuer may make an issue of capital in Bangladesh, or make any public offer of securities for sale in Bangladesh, without BSEC's consent, and that in giving consent the Commission may not fix the issue price.[3] Section 9 governs listing: the issuer applies to the exchange with a copy to the Commission, the exchange may list if the prescribed conditions are met, and a refusal can be overturned by the Commission.[4]
The second layer is the 2025 Rules, made under section 33 of the Ordinance. They apply to every issue of equity securities through a public offer, whether an initial public offer or a repeat public offer by an already listed issuer.[1] The third layer is everything the Rules incorporate by reference: the Companies Act 1994, the Financial Reporting Act 2015, the Securities and Exchange Rules 2020, BSEC's Corporate Governance Code, the exchanges' listing regulations and the Commission's valuation guidelines.[1]
What changed from the 2015 Rules
The 2015 Rules as first made covered equity, debt and fund units in one instrument and tied the method to price: fixed price when the offer was at par, book building when it was above par. The entry threshold was existing paid-up capital of Tk 15 crore.[2] Those rules were amended several times; a 2021 amendment, for example, raised the general investor allocation to 70 per cent and brought in a private placement tranche of up to 15 per cent of the IPO.[8]
The 2025 Rules are equity-only and change the logic in five ways. Size thresholds roughly double. A fixed price offer can now be at par, at a premium or at a discount, subject to conditions. The stock exchange becomes a recommending authority. Valuation must follow prescribed methods with hard limits on discount and growth rates. And the fee caps fall: the Commission's consent fee drops from the 0.40 per cent set in 2015 to 0.30 per cent.[1] [2] Applications pending on 30 December 2025 are treated as filed under the new Rules but must be updated to comply with them.[1]
Eligibility: who can start the IPO process Bangladesh rules allow
Rule 4(1) sets general requirements that apply to both methods. They are cumulative, and a failure on any one of them will surface at the exchange stage, so they should be tested before an issue manager is mandated.[1]
Corporate form and size
The issuer must be a public limited company and a going concern. It needs pre-IPO paid-up capital of at least Tk 30 crore, must offer at least 10 per cent of its post-IPO paid-up capital, and must reach post-IPO paid-up capital of at least Tk 50 crore. Sponsors and directors must collectively hold at least 30 per cent of post-IPO paid-up capital at all times, and the board must have approved the offer, its size and the method.[1] A private company must first convert; our guide to public limited companies in Bangladesh explains the conversion and its governance consequences.
Track record and financial conditions
The company must have been profitable from its core business in at least the latest financial year and carry no accumulated retained loss, a condition relaxed for regulated and green field companies if they disclose a business plan to profitability. It must have used at least 90 per cent of capital previously raised, made no material change, including raising paid-up capital, after the date of the audited accounts in the prospectus, and fully converted any convertible securities. At least 35 per cent of the issue must be underwritten on a firm commitment basis.[1]
The two-year capital freeze
Rule 4(1)(r) is the condition most likely to derail a timetable. An issuer may not have raised paid-up capital, for cash or otherwise, other than through bonus shares, in the two years before applying. Rights issues to existing shareholders and cash investment by a strategic investor through banking channels are permitted only if completed more than one year before the application; other issues for valid non-cash consideration need prior BSEC approval. PPP companies and companies majority-owned by the state or by foreign shareholders are exempt.[1] Any pre-IPO private equity round therefore has to be sequenced against the filing date.
Integrity and compliance conditions
The issuer must hold AGMs regularly, comply with the Corporate Governance Code, and be free of loan default, as must every director and every shareholder holding 5 per cent or more, according to the latest Bangladesh Bank CIB report. The issue manager and its related parties must be unconnected with the issuer and hold none of its securities. The issuer must also file a history of every capital raising since incorporation, supported by banker's and auditor's certificates and five years of bank statements for cash contributions, or RJSC-certified vendor agreements for non-cash ones.[1] Gaps in that history are a common reason files stall.
Fixed price vs book building in the IPO process Bangladesh offers
Rule 3 permits two methods. Under the fixed price method, the issuer and issue manager set the price and justify it through prescribed valuation methods. Under the book-building method, a roadshow produces an indicative price and electronic bidding by eligible investors produces a cut-off price.[1] The choice is no longer driven by whether the shares are priced at par; it turns on size, track record and credit rating.
Fixed price method
For a company that is not green field, post-IPO paid-up capital under the fixed price method generally may not exceed Tk 125 crore, although a regulated company with larger pre-IPO capital may still use it. To price at a premium, the company also needs three years of commercial operation, net profit after tax and positive net operating cash flow in each of the last two years, and at least a single A long-term credit rating.[1]
A green field company, one that has not yet begun commercial operation, may offer only at par or at a discount. Its projected accounts must show profit within two years of the IPO, examined under ISAE 3400 by a BSEC panel auditor; sponsors, strategic investors and directors must hold at least 75 per cent of post-IPO capital until two consecutive years of post-IPO profit; and the prospectus cover must carry a bold risk warning.[1]
Book-building method
Book building requires three years of commercial operation, two years of net profit and positive operating cash flow, a single A or better long-term rating, and separate agreements with the issue manager for issue management and registrar functions. Shares are sold only at the cut-off price. A company with pre-IPO paid-up capital or net worth of Tk 500 crore or more may offer as little as 5 per cent of post-IPO capital.[1] The operating-history and profit conditions do not apply to PPP companies or those majority-owned by the state or foreign shareholders, which matters for subsidiaries of multinationals.
Valuation discipline under Annexure C
Both methods must justify price using at least two absolute methods, such as discounted cash flow, dividend discount, residual income or asset-based models, and at least two relative methods, such as price-to-earnings, price-to-book or EV/EBITDA. The discount rate cannot be below the ten-year treasury bond yield, revenue growth cannot exceed the issuer's own five-year average unless capacity expansion justifies it, and terminal growth cannot exceed long-term GDP growth.[1] These limits are designed to stop the inflated valuations that damaged investor confidence in earlier cycles.

The parties: issue manager, underwriters, auditors and advisers
An IPO is a team effort, and the 2025 Rules allocate responsibility to each participant by name. The issue manager, registrar to the issue, valuer, auditor and credit rating company are deemed experts under sections 136, 137 and 139 of the Companies Act 1994 and section 34 of the Financial Reporting Act 2015, and each is responsible for the accuracy of its own reports and certificates.[1]
Issue manager and issue management
The issue manager must be a merchant banker registered with BSEC. It is responsible for the public issue as a whole: preparing the prospectus and its disclosures, issuing the due diligence certificate, running the roadshow, managing bidding and the subscription process. It may act as registrar to the issue itself or, with the issuer's authority, appoint an eligible registrar, which must operate through the exchange's electronic subscription system (ESS).[1]
The due diligence certificate in Annexure E is personal and specific. The issue manager confirms that it visited the premises, interviewed the chair, directors and key management, verified the objects of the issue, satisfied itself about the underwriters' capacity, and confirmed that the proceeds will sit in a separate account and that the business falls within the objects clause of the memorandum.[1] Choose an issue manager whose bandwidth matches your timetable; by September 2026 several merchant banks were already signing mandates with aspiring issuers.[11]
Underwriters
The issue manager acts as lead underwriter and collects firm commitments from the other underwriters. An underwriter may line up eligible investors on a best-efforts basis but remains liable on its firm commitment, and those investors must be disclosed in the prospectus. If the issue is under-subscribed, the issuer or issue manager must call on the underwriters within 10 days of closing, the underwriters must pay in full within 15 days of the notice, and proof goes to BSEC within 7 days after that.[1]
Auditors and the panel requirement
The latest financial statements must be audited by an auditor from BSEC's panel, prepared under IFRS as adopted in Bangladesh and audited under ISA, and accompanied by a CEO and CFO declaration of compliance with Financial Reporting Council standards and a compliance certificate from the statutory auditor. Statements filed with the application may not be more than 120 days old.[1] After listing, a panel auditor must audit the quarterly report on use of proceeds, filed within 10 days of each quarter end.[1] Cost audit applies where the Companies Act requires it.
The IPO legal advisor
The Rules require the prospectus to name the legal advisor alongside the issue manager, underwriters, registrar, auditors, rating agency and valuer, and the section on contractual parties must give the legal advisor's contact details.[1] The legal advisor is not listed among the deemed experts, but in practice the lawyer's work underpins large parts of the issue manager's due diligence certificate and the directors' responsibility statement.
A capable IPO legal advisor in Bangladesh typically runs legal due diligence on title, licences, material contracts, borrowings and security, related-party arrangements and litigation; restructures the constitution and capital history; drafts or reviews the issue management, underwriting, registrar and ESS agreements; prepares the legal sections of the prospectus; and manages correspondence with the exchange and BSEC on legal queries. Annexure A requires land title deeds with updated mutation records, parcha and land tax receipts, lease deeds, loan agreements, licences and regulatory no-objection certificates, all of which are legal documents that are often incomplete in family-owned businesses.[1]
Credit rating company, valuer and Shari'ah advisor
A BSEC-registered credit rating company must rate any book-building issuer and any fixed price issuer pricing at a premium. A valuer is needed where assets are revalued under the Commission's guidelines. An issuer presenting itself as Shari'ah-compliant must name a Shari'ah advisor and disclose its Shari'ah supervisory board.[1]
Step by step: the IPO process Bangladesh issuers follow in 2026
The sequence below reflects the 2025 Rules. Statutory periods are fixed, but the pre-filing phase depends almost entirely on the quality of the company's records.
Test eligibility
Check public company status, Tk 30 crore pre-IPO capital, profit record, CIB status and the two-year capital freeze before mandating advisers.
Appoint the team
Mandate a BSEC-registered issue manager, underwriters, a panel auditor, a rating agency where needed, a valuer and a legal advisor.
Prepare the company
Convert and restructure if needed, update governance, regularise land titles and licences, and assemble the full capital history.
Audit and value
Obtain panel-audited accounts no older than 120 days at filing and prepare valuation under Annexure C methods.
Run the roadshow
For book building, give 10 working days' notice, present the red-herring prospectus and collect valuations from at least 40 eligible investors.
File with BSEC and the exchange
Submit the application, prospectus and Annexure documents to the Commission and the stock exchange together.
Clear exchange review and consent
Answer investor comments, host the site inspection and obtain the exchange recommendation within 30 days and BSEC consent within 20 days.
Bid, subscribe and list
Run bidding or eligible investor subscription, publish the prospectus, open general subscription, allot shares and begin trading.
Roadshow under book building
For book building, the roadshow comes before the application. The issuer or issue manager advertises it in at least three national dailies, two Bangla and one English, plus a digital platform, giving at least 10 working days' notice, and uploads a red-herring prospectus with three years of audited accounts and at least three years of projections. Exchange representatives attend as observers. Eligible investors who wish to bid submit their own valuations within 3 working days.[1]
The indicative price must be supported by valuations from at least 40 eligible investors, including at least 10 each from portfolio managers, stock dealers and asset managers, and the red-herring prospectus must summarise them statistically, from the 5th to the 95th percentile.[1]
Filing with BSEC and the exchange
The application is filed with BSEC for consent and simultaneously with the exchange for main-board listing, with the documents in Annexures A and C to G. Each page of the red-herring or draft prospectus must be signed by the issuer's CEO or managing director, CFO and company secretary and by the issue manager's chief executive, and the document must be posted on the issuer's and issue manager's websites.[1]
Bidding, subscription and allotment
After BSEC consent, book-building bids run for 72 hours through the exchange ESS, within a band 25 per cent either side of the indicative price. No bidder may quote for more than 1 per cent of the eligible investor allocation, full bid money is deposited in advance, and a single revision of up to 5 per cent is allowed. The cut-off price is the lowest price at which the eligible investor tranche is exhausted; if it is not exhausted, the issue is cancelled.[1] Under fixed price, eligible investor subscription runs for 120 hours, with the same 1 per cent cap.
The prospectus is then published within 3 working days of consent on the websites of the issuer, issue manager, exchanges and BSEC, with notices in four national dailies. General subscription opens after 10 working days and stays open until the 15th working day after publication of the abridged prospectus.[1]

Stock exchange review and BSEC consent
The most significant procedural change is the exchange's role. Once the application arrives, the exchange uploads the prospectus and invites comments from eligible investors within 5 working days, passes them to the issuer within 3 days, and expects responses within 5 working days. It inspects the factory or business premises and reviews the financial statements, itself or through an expert review panel, within 20 days, and sends its recommendation, with a checklist and reasons, to BSEC within 30 days of receiving the application.[1]
BSEC then has 20 days to grant consent and approve the prospectus or to reject the application. If it finds a material defect in the exchange's findings, it may ask for a review within 7 days. A rejected issuer may apply for review within 20 days, and must be heard before a decision is taken; the Commission's decision on review is final.[1] On paper, the core regulatory window is therefore about 50 days from a complete filing.
Why the exchange recommendation matters
BSEC's spokesperson described the purpose of the draft as giving priority to the recommendations of the Dhaka and Chittagong exchanges.[7] In the final Rules, a negative recommendation from an exchange means the issue will not be considered for bidding on that exchange.[1] Section 9 of the Ordinance continues to give the Commission power to order listing where an exchange refuses, after hearing the issuer.[4] Treat the exchange's inspection as a full diligence exercise: prepare site teams, reconcile tax returns to accounts, and have every statement in Annexure A ready before the visit.
The prospectus: content, liability and limits
Annexure H prescribes the format. The cover carries a red-letter risk warning, and the inside pages must include a boxed statement that BSEC's consent does not mean it takes responsibility for the issuer's soundness, the issue price or the accuracy of statements, together with an "issuer's absolute responsibility" clause.[1]
Mandatory headings
The table of contents runs to 33 heads, including an executive summary, the conditions in the consent letter, declarations and due diligence certificates, capital and shareholding structure, business description, property, management's discussion and analysis, related-party transactions, executive compensation, ownership and lock-in, the valuation report, material contracts, litigation, fines and penalties, risk factors, use of proceeds and the financial statements.[1] The litigation section must list cases by and against the company under civil, criminal, securities, labour, tax and other laws, and the executive summary must flag any legal issue.
Drafting standards and liability
Every claim needs a disclosed source, superlatives must be substantiated, and plain language is mandatory. All directors and the CEO sign the Annexure D declaration accepting individual and collective responsibility for the prospectus, acknowledging exposure to civil, criminal and administrative action.[1] Rule 20 prohibits giving any information known or believed to be false in a material particular, and rule 21 links breaches to enforcement under the Ordinance.[1]
Material changes after approval
A prospectus may be used only until a material change occurs. The offer is then suspended until an amendment signed by all directors and both chief executives is declared effective by BSEC and published in the same four newspapers, and subscribers who have already paid may withdraw.[1] Build a bring-down process into the timetable so that new litigation, defaults or regulatory events are caught before publication.
Investor quotas and allotment
Rule 16 allocates every offer between eligible investors and a combined pool of mutual funds, general investors and others. The table below sets out the split for each method.[1]
| Category | Fixed price method | Book-building method | Allotment basis if over-subscribed |
|---|---|---|---|
| Eligible investors (institutions) | 10% | 40% | Pro rata |
| Mutual funds | 10% | 10% | Pro rata |
| Permanent employees of the issuer | 5% | 3% | Pro rata |
| High-net-worth individuals | 5% | 5% | Pro rata |
| Non-resident Bangladeshis | 10% | 7% | Lottery |
| General investors | 60% | 35% | Lottery |
Employees qualify only after six months of confirmed service, may subscribe no more than Tk 10 lakh and are locked in for a year. A high-net-worth individual must have net worth of at least Tk 2 crore per the latest tax return and be registered with the ESS. No mutual fund may subscribe more than 1 per cent of its net asset value. Unsubscribed mutual fund, employee, HNI and NRB shares pass to general investors.[1]
On over-subscription, eligible investors, mutual funds, employees and HNIs are allotted pro rata, while general investors and NRBs are allotted by lottery. Underwriters take up shortfalls of up to 35 per cent; if under-subscription in any category exceeds 35 per cent, the offer is cancelled under both methods. The mutual fund quota rises to 15 per cent five years after the Rules took effect, with general investors' share adjusting accordingly.[1]
Lock-in rules after listing
Rule 17 locks in existing shares from the first trading day. Sponsors, the sponsor group, directors and holders of 5 per cent or more are locked in for three years, as are shares transferred by sponsors or directors to anyone else. Shares allotted three or more years before consent to other persons are locked in for one year, shares held by alternative investment funds or non-residents for one year, and all other pre-IPO shares for two years.[1]
Eligible investors' book-building allotments are released in stages: 50 per cent after 90 days, 25 per cent after 120 days and the final 25 per cent after 180 days. Strategic investors are locked in for two years from investment or one year from first trading, whichever is later.[1] Compared with the 2015 Rules as made, which locked in eligible investors' allotments for three and six months on 25 per cent tranches only, the new regime is longer and broader.[2] Private equity and venture investors should model their exit around these dates before investing pre-IPO.
Listing on DSE and CSE, and the SME platform
A successful main-board IPO ends with listing on the Dhaka Stock Exchange, the Chittagong Stock Exchange or both, under each exchange's listing regulations and section 9 of the Ordinance.[4] Listing brings continuous disclosure, price-sensitive information and governance duties, which our securities law guide and our analysis of corporate governance and directors' duties cover in detail.
The SME platform and qualified investor offers
Smaller companies have a separate route. The BSEC (Qualified Investor Offer by Small Capital Company) Rules 2022 allow a public company with post-offer paid-up capital between Tk 5 crore and Tk 50 crore to raise capital from qualified investors and list on an exchange's SME platform. The offer must be at least 10 per cent of paid-up capital or Tk 3 crore, whichever is higher, with 25 per cent firm underwriting, and the issuer must have been profitable in the latest year, a condition BSEC can relax. Start-ups can seek a relaxation of the capital band.[5]
Qualified investors are institutions with at least Tk 30 lakh invested in the market, and individuals active for a year with a portfolio of at least Tk 10 lakh. Sponsors, directors and 10 per cent holders are locked in for two years. A company whose paid-up capital reaches Tk 50 crore may apply to move to the main board after at least three years of trading on the SME platform.[5] The DSE SME platform began trading in September 2021 with six companies.[13]
Direct listing as an alternative
On 13 October 2026 BSEC made the BSEC (Direct Listing of Securities on the Stock Exchange) Rules 2026, published in the gazette on 18 October 2026. They let eligible companies, including state-owned enterprises, companies at least 51 per cent foreign-owned, large banks and insurers and companies with annual turnover of at least Tk 1,000 crore, list by offloading at least 10 per cent of existing shares without a new issue, subject to five years of operation and other conditions, with the exchange approving the listing.[6] Direct listing raises no new capital, so it suits shareholders seeking liquidity rather than companies seeking funding.

Costs of an IPO in Bangladesh
Rule 19 caps or fixes the main regulatory and intermediary charges that a company must budget for in the IPO process Bangladesh law prescribes. Other costs, including legal, audit, valuation, rating, printing, advertising and exchange fees, are set by contract or by the exchanges' listing regulations.[1]
- Issue management fee: up to 1 per cent of the offer amount or Tk 25 lakh (fixed price) or Tk 30 lakh (book building), whichever is higher, excluding pre-IPO advisory fees. The 2015 Rules as made allowed up to 2 per cent for book building.[1] [2]
- Underwriting fee: up to 0.5 per cent on 35 per cent of the offer amount, including any premium.[1]
- Registrar to the issue: 0.30 per cent of the offer or Tk 10 lakh (fixed price) or Tk 15 lakh (book building), whichever is lower, inclusive of ESS charges.[1]
- BSEC fees: a non-refundable application fee of Tk 50,000 and a consent fee of 0.30 per cent of the offer amount including premium.[1]
- Exchange fees: as set by the DSE and CSE listing regulations.
The commercial case should also weigh tax. The FY2026-27 budget left corporate tax at 22.5 per cent for listed companies and 27.5 per cent for non-listed companies, reducible to 20 and 25 per cent where all income runs through banking channels.[14] See our guide to corporate income tax in Bangladesh for the conditions.
Realistic timelines
The Rules fix the regulatory clock of the IPO process Bangladesh issuers run, but not the preparation. In October 2025 market participants told The Business Standard that approvals had been taking more than two years, compared with roughly six to eight months in regional markets.[9] The 2025 Rules are designed to compress the regulatory phase to around 50 days, plus investor comment and response periods, after a complete filing.[1]
In practice, plan in three phases. Readiness, covering conversion to a public company, governance changes, a panel audit, the capital history, title regularisation and the two-year capital freeze, is usually the longest phase, and the capital freeze alone can set its minimum length. The regulatory phase, from roadshow notice to consent, adds up to roughly three months on the statutory periods for a clean file. Execution, from consent to the close of subscription and underwriter calls, adds several more weeks, driven by the 10-working-day wait before general subscription, the subscription window and the 10-day and 15-day underwriting periods.[1] Any query from the exchange or BSEC extends each stage.
Market context: 2025 and 2026 reforms
The new Rules arrived during the longest IPO drought in recent memory. No new IPO had been approved since Techno Drugs in March 2024, and the reconstituted Commission removed nearly a dozen pending IPO applications in a clean-up exercise.[9] [10] The reform was developed on the recommendations of a special task force, and BSEC's spokesperson described the IPO rules as the hardest of the 2025 rule reforms to complete.[7] [12]
In January 2026 BSEC told merchant bankers it was ready to approve IPOs under the new Rules and urged them to bring quality companies to market.[10] By September 2026 the DSE reported seven companies intending to float IPOs and eight planning bond issues, issue managers had signed mandates with several aspiring issuers, and BSEC chairman Masud Khan said the regulator was working on further amendments and a hybrid mechanism combining direct listing with an IPO.[11] Expect the IPO process Bangladesh issuers face to keep evolving, and check the current text of the Rules before filing.
IPO process Bangladesh mistakes to avoid
- Raising capital too close to filing: a pre-IPO round inside the two-year window can bar the application unless it fits an exception or has BSEC approval.[1]
- Using a non-panel auditor: the latest accounts must be audited by a BSEC panel auditor and be no more than 120 days old at filing.[1]
- Weak capital history: missing bank statements or vendor agreements for past share issues undermine the file.
- Aggressive valuation: discount and growth limits in Annexure C will be tested by investors, the exchange and BSEC.
- Coordinated bidding: collusion in the roadshow or bidding can lead to cancelled bids, five-year bans, licence action and cancellation of the issue.[1]
- Unregularised land titles: Annexure A requires title deeds with updated mutation records; defects should be cured early.
- Ignoring loan default status: a CIB default by the company, a director or a 5 per cent shareholder disqualifies the issue.[1]
Choosing an IPO lawyer in Bangladesh
An IPO tests corporate, property, regulatory, tax and disclosure law at once, and the 2025 Rules leave little room to fix problems after filing. Look for counsel who has worked through exchange inspections and BSEC queries, can run due diligence at the pace the issue manager needs, and can coordinate with auditors and valuers on the points where legal and financial disclosure meet. For foreign-owned issuers, add exchange control and repatriation planning; our guide to capital repatriation from Bangladesh explains the Bangladesh Bank side, and our mergers and acquisitions guide covers pre-IPO restructurings.
TRW's capital markets practice advises issuers, sponsors, issue managers and investors on IPO readiness, legal due diligence, prospectus drafting and dealings with the exchanges and BSEC, with support from our transaction due diligence team. To test whether your company is ready for the IPO process Bangladesh now requires, contact TRW.
Frequently asked questions
Which rules govern an IPO in Bangladesh in 2026?
The BSEC (Public Offer of Equity Securities) Rules 2025, dated 28 December 2025 and gazetted on 30 December 2025, made under the Securities and Exchange Ordinance 1969. They repealed the Public Issue Rules 2015.[1]
What is the minimum paid-up capital for an IPO?
At least Tk 30 crore before the IPO and Tk 50 crore after it, with at least 10 per cent of post-IPO capital offered. Companies with Tk 500 crore or more in pre-IPO capital or net worth may offer 5 per cent under book building.[1]
Can a private limited company go public?
Not directly. Only a public limited company can apply, so a private company must convert first and then meet the governance, audit and capital history requirements.[1]
When should a company choose book building over fixed price?
Book building suits established issuers with three years of operation, two years of profit and positive operating cash flow, and a single A or better rating that want market-led pricing. Fixed price suits smaller issuers, generally up to Tk 125 crore post-IPO capital, and green field companies.[1]
What does an issue manager do?
A BSEC-registered merchant banker that prepares the prospectus, issues the due diligence certificate, runs the roadshow, bidding and subscription, and acts as lead underwriter.[1]
How long does BSEC take to approve an IPO?
The exchange must recommend within 30 days of the application and BSEC must decide within 20 days of the recommendation. Preparation before filing usually takes much longer.[1]
How long are sponsors locked in after listing?
Three years from the first trading day for sponsors, the sponsor group, directors and holders of 5 per cent or more.[1]
How are IPO shares allotted to general investors?
By lottery if the offer is over-subscribed. Eligible investors, mutual funds, employees and HNIs receive pro rata allotments.[1]
Can a small company list without a main-board IPO?
Yes. A company with post-offer paid-up capital of Tk 5 crore to Tk 50 crore can raise capital from qualified investors and list on the SME platform under the QIO Rules 2022.[5]
What does BSEC charge for an IPO?
A non-refundable Tk 50,000 application fee and a consent fee of 0.30 per cent of the offer amount, including any premium.[1]
Source register
Primary legal and regulatory sources
Materials checked on 20 October 2026. Confirm the current official text before relying on any provision.
- BSEC (Public Offer of Equity Securities) Rules 2025, notification of 28 December 2025, gazetted 30 December 2025 — BSEC
- BSEC (Public Issue) Rules 2015, gazetted 31 December 2015 — BSEC
- Securities and Exchange Ordinance 1969, section 2A (control over issue of capital) — Laws of Bangladesh
- Securities and Exchange Ordinance 1969, section 9 (listing of securities) — Laws of Bangladesh
- BSEC (Qualified Investor Offer by Small Capital Company) Rules 2022 — BSEC
- BSEC (Direct Listing of Securities on the Stock Exchange) Rules 2026, notification of 13 October 2026, gazetted 18 October 2026 — BSEC
- The Business Standard, 14 October 2025 — BSEC to approve IPOs based on bourses' recommendations
- The Business Standard, 31 August 2021 — Now general investors to get 70% IPO shares
- The Business Standard, 25 October 2025 — IPO freeze grips Bangladesh: why no new listings in 18 months
- The Business Standard, 7 January 2026 — BSEC calls for stronger merchant banker role to break IPO drought
- The Financial Express, 6 September 2026 — IPO pipeline set to revive as aspiring issuers line up after long dry spell
- UNB, 4 January 2026 — IPO rulebook overhauled as BSEC hopes to attract good companies in 2026
- The Business Standard, 29 September 2021 — DSE SME platform makes debut on Thursday
- The Daily Star, June 2026 — Budget FY2026-27: tax breaks aim to revive investment
Related TRW assistance
Move from information to a defined next step
TRW advises issuers, sponsors, issue managers and investors on IPO readiness, legal due diligence, prospectus drafting, SME platform offers, direct listing and dealings with the stock exchanges and BSEC. Explore our capital markets practice or contact TRW to discuss your listing plans.