Stock Broker, Stock Dealer & Authorised Representative Registration in Bangladesh

by Barrister Tahmidur Rahman | Sep 14, 2026

Corporate & FinanceBSEC registration for market intermediaries9 min read

Stock Broker, Stock Dealer & Authorised Representative Registration in Bangladesh

Stock broker, stock dealer and authorised representative registration with the Bangladesh Securities and Exchange Commission, for TREC holders and their sponsors, new market entrants, foreign-owned brokerages and individuals joining a brokerage, covering applications, ownership changes, renewals, ongoing compliance, inspections and responses to enforcement action.

Overview

Stock broker and stock dealer registration in Bangladesh

Stock broker and stock dealer businesses in Bangladesh operate under a layered regime. A company must first hold a Trading Right Entitlement Certificate (TREC) from the Dhaka Stock Exchange or the Chittagong Stock Exchange, a right separated from exchange ownership by demutualisation. It must then obtain a registration certificate from the Bangladesh Securities and Exchange Commission (BSEC) to act as a stock broker, a stock dealer or both, and each individual who trades for clients needs registration as an authorised representative. We advise applicants and existing intermediaries through our corporate and capital markets practice in Bangladesh.

The distinction between the two roles matters. A stock broker buys and sells securities on behalf of clients and earns commission, while a stock dealer trades on its own account using its own capital. Many TREC holders apply for both registrations, but each carries its own capital, conduct and reporting obligations, and BSEC expects the two activities to be kept separate in accounts, records and decision-making. Getting this structure right at application stage avoids later inspection findings about conflicts of interest, the use of client money for proprietary trades or weak segregation of the dealer book from the client book.

BSEC looks closely at who stands behind an applicant. The commission will want to understand shareholders, directors and ultimate beneficial owners, their source of funds and their fitness and propriety, along with the proposed chief executive, compliance officer and authorised representatives. Applicants should expect questions about other business interests, past regulatory history and any connection with listed companies whose shares the stock broker may trade. Clear, consistent disclosure in the application file, matching the company's RJSC records and its anti-money laundering framework, is usually the difference between a straightforward review and repeated queries from the commission.

Foreign investors and regional brokerages often approach the Bangladesh market by acquiring an existing TREC holder rather than starting from scratch. That route raises its own issues: exchange and BSEC approval for the change of control, due diligence on client accounts, margin loan books, pending inspections and disputes, and foreign exchange compliance for the inbound investment.

Since 23 August 2026, investment registration functions formerly carried out by BIDA sit with Invest Bangladesh. We coordinate these approvals with our capital markets team so that closing does not run ahead of regulatory consent. Diligence findings then feed into the price and warranties.

Registration is the beginning rather than the end of the regulatory relationship. A registered stock broker or stock dealer must renew its certificate, maintain prescribed capital and records, report to BSEC and the exchange, comply with margin and client-money rules, and keep its authorised representatives properly registered and supervised. Inspections, show-cause notices and enforcement proceedings follow when these obligations slip. We advise on compliance programmes and responses to regulatory action, and our dispute resolution lawyers act where a matter escalates to the High Court Division or the capital market tribunal. Early advice usually narrows the issues considerably.

01 · What we handle

Core workstreams

  • New stock broker registrations
  • Authorised representative registration
  • Acquisitions of TREC holders
  • Foreign ownership and joint ventures
02 · How it runs

Four clear stages

  1. 01Scope the regulated role
  2. 02Prepare the application file
  3. 03File and respond
  4. 04Maintain the registration
03 · Start here

Talk to a partner

Consultations in Dhaka or by video. Scope, team and fees are agreed in writing first.

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How we help

How we support market intermediaries

Workstream 01Corporate & Finance

New stock broker registrations

  • Scope the regulated role
  • Prepare the application file
  • File and respond
  • Maintain the registration
Workstream 02Corporate & Finance

Authorised representative registration

  • Scope the regulated role
  • Prepare the application file
  • File and respond
  • Maintain the registration
Workstream 03Corporate & Finance

Acquisitions of TREC holders

  • Scope the regulated role
  • Prepare the application file
  • File and respond
  • Maintain the registration
Workstream 04Corporate & Finance

Foreign ownership and joint ventures

  • Scope the regulated role
  • Prepare the application file
  • File and respond
  • Maintain the registration
Workstream 05Corporate & Finance

Compliance and inspections

  • Scope the regulated role
  • Prepare the application file
  • File and respond
  • Maintain the registration
Workstream 06Corporate & Finance

Enforcement and client disputes

  • Scope the regulated role
  • Prepare the application file
  • File and respond
  • Maintain the registration
01

New stock broker registrations

We prepare and file applications for stock broker and stock dealer registration certificates for TREC holders, including the corporate approvals, constitutional amendments, capital evidence, business plans, compliance manuals and director and shareholder declarations BSEC expects. We track queries from the commission and the exchange, and prepare responses that close issues quickly instead of reopening them, so the application reaches a decision sooner. We also prepare the firm for its first exchange inspection.

02

Authorised representative registration

Individuals who trade for a brokerage must be registered as authorised representatives before dealing with clients. We advise brokerages on qualifying criteria, documentation, the transfer of representatives between firms and cancellation when an individual leaves. We also review employment and agency terms so that the firm's supervisory responsibility for each representative is clearly documented and enforceable, and so that client communications remain properly controlled at all times. Records of examinations passed and training completed are kept on each representative's file.

03

Acquisitions of TREC holders

Buyers of an existing stock broker or stock dealer need regulatory consent, clean diligence and a deal structure that reflects regulatory risk. We conduct legal due diligence on licences, client accounts, margin exposures, inspections and litigation, draft share purchase agreements with suitable protections, and manage the BSEC, exchange and foreign exchange approvals required for a change in control, so closing follows consent rather than preceding it. Regulatory risk is priced in.

04

Foreign ownership and joint ventures

International brokerages and investors entering Bangladesh often partner with a local TREC holder. We advise on joint venture terms, board composition, management control, technology and branding arrangements, and the regulatory approvals needed for foreign shareholding. We also address the repatriation of dividends and exit proceeds, and the reporting that inbound investment requires, so that the investor's rights hold up when the relationship changes. Exit and deadlock provisions are drafted with equal care.

05

Compliance and inspections

We help registered intermediaries build and review compliance frameworks covering client onboarding, anti-money laundering checks, segregation of client money and securities, margin lending, record-keeping and conflicts between broker and dealer activity. When BSEC or the exchange carries out an inspection, we prepare the firm, review findings, and draft responses that address the points raised without creating fresh exposure for the firm or its directors. Compliance reports to the board are reviewed so that directors can show they were informed of inspection findings.

06

Enforcement and client disputes

Where a stock broker faces a show-cause notice, a suspension, a fine or a client complaint alleging unauthorised trading or misuse of funds, we advise on the regulatory response and any parallel civil or criminal exposure. We represent firms and individuals before BSEC, in exchange proceedings and, through our disputes team, in the courts and the capital market tribunal where matters proceed to a contested hearing. Where the facts support it, we also explore negotiated outcomes with the regulator or the complaining client.

RecognitionThe Legal 500Asia Pacific ranks Tahmidur Remura Wahid (TRW) Law Firm for dispute resolution in Bangladesh.
Cross-border reach6 jurisdictionsMatters coordinated with counsel in the UK, US, UAE, China, India and Singapore.
Bar and admissionsDhaka and LondonBarristers and advocates in Bangladesh, with a solicitor of England and Wales (non-practising).
HeadquartersDhakaHouse 410, Road 29, Mohakhali DOHS. Consultations in person or by video.
Who leads this work

Partner-led, on every matter.

Corporate & Finance matters at TRW are led by partners, supported by associates, with one responsible lawyer from first advice to final outcome.

Meet the firm →
01

What is the difference between a TREC and stock broker registration?

A TREC is issued by the Dhaka or Chittagong Stock Exchange and gives the holder the right to trade on that exchange. It does not, on its own, authorise the holder to deal for clients or for its own account. For that, the holder must obtain a registration certificate from BSEC as a stock broker, a stock dealer or both. The two processes have different requirements and timetables, and changes to one often need to be notified under the other. We plan both applications together so that the business can begin trading once every approval is in place.

02

Can a foreign company own a Bangladesh stock broker?

Foreign shareholding in a Bangladeshi brokerage is possible, but it requires careful structuring and regulatory approval. BSEC and the exchange will review the foreign shareholder's identity, regulatory standing and source of funds, and the inbound investment must comply with the foreign exchange rules administered by Bangladesh Bank, with registration now handled by Invest Bangladesh. Some investors acquire an existing TREC holder while others form a joint venture. We advise on the route that fits the investor's objectives, confirm the current position on foreign ownership and manage each approval in order. The route chosen affects the approvals needed and their timing.

03

Does an authorised representative need a separate registration from the stock broker?

Yes. The firm's registration as a stock broker or stock dealer covers the company, but each individual who executes trades for clients must be separately registered as an authorised representative of that firm. The individual must meet the qualification and fitness requirements set by BSEC, and the firm remains responsible for supervising their conduct. When a representative moves to another brokerage, the registration does not follow them; the new firm must apply afresh. We help brokerages keep their representative register accurate and their supervisory records in good order for inspection. Out-of-date entries are among the first things inspectors check.

04

How long does stock broker registration with BSEC take in Bangladesh?

There is no single timetable. The duration depends on the completeness of the application, the applicant's ownership structure, whether foreign investors are involved and how quickly queries from BSEC and the exchange are answered. A well-prepared application from a straightforward local applicant will move faster than one involving complex ownership or a change of control. We give clients an indicative timetable after reviewing their documents, and we manage the process actively by anticipating likely queries, rather than promising fixed periods. Applicants who submit complete, consistent ownership and fitness documents usually face fewer queries.

05

What minimum capital does a stock dealer need in Bangladesh?

BSEC sets minimum capital and liquidity requirements for intermediaries, and these have been revised from time to time, so the current figures should always be checked against the latest rules and directives before an application is prepared. A stock dealer, which trades on its own account, will be expected to hold capital that supports its proprietary activity, and a firm acting as both stock broker and stock dealer must meet the requirements for each role. We confirm the current thresholds, review the evidence of capital the applicant intends to file and advise on the corporate steps needed to meet them.

06

What happens if a stock broker changes its directors or shareholders?

Changes in directors, chief executive or significant shareholders of a registered intermediary usually require prior approval from BSEC, and the exchange may also need to approve or be notified. A change in control without consent can lead to regulatory action, including suspension of the registration certificate. Transfers should therefore be documented as conditional on approval, with the necessary corporate filings at the RJSC made only after consent is received. We prepare the approval applications, coordinate with the exchange and align the transaction documents with the regulatory timetable. Informal share transfers made before approval are a frequent problem.

07

What compliance obligations follow stock broker registration with BSEC?

A registered intermediary must keep proper books and records, segregate client money and securities from its own assets, follow know-your-customer and anti-money laundering rules, comply with margin lending limits, file periodic reports with BSEC and the exchange, and renew its registration on time. It must also supervise its authorised representatives and handle client complaints properly. Weak controls in any of these areas are a frequent source of inspection findings. We help firms design practical compliance procedures that reflect their size, client base and trading volumes. We review the procedures annually as the rules and trading activity change.

08

How should a stock broker respond to a BSEC show-cause notice?

A show-cause notice should be taken seriously from the day it arrives. The firm should preserve relevant records, identify exactly what is alleged, gather evidence and respond within the time allowed, with a request for a hearing where appropriate. The response should be accurate and measured, since admissions can be used in later proceedings, and any remedial action should be documented. We review the notice, interview the relevant staff, prepare the written reply and represent the firm at the hearing. If a deadline cannot be met, ask in writing for more time before it expires.

How a matter runs

From first call to resolution.

  1. 01

    Scope the regulated role

    We confirm whether the business needs stock broker, stock dealer or both registrations, which individuals require authorised representative registration, and what ownership or foreign investment approvals will apply. We then agree and record a realistic timetable with the client.

  2. 02

    Prepare the application file

    We gather and assemble corporate records, capital evidence, ownership and fitness declarations, compliance manuals and business plans, checking each document for consistency with RJSC records and exchange filings. Gaps are fixed before filing, not after queries arrive.

  3. 03

    File and respond

    We file with BSEC and the exchange, track progress, and answer queries promptly and completely, coordinating with the client's management so that information is accurate and consistent throughout. We keep a running log of every query and response.

  4. 04

    Maintain the registration

    After approval, we support renewals, change-of-control approvals, new authorised representatives, inspections and compliance reviews, so the registration remains in good standing as the business grows. We also brief and train new stock broker staff on their obligations.

“Demonstrates an extraordinary command over both domestic litigation and international arbitration.”

The Legal 500 Asia Pacific, Bangladesh: Dispute resolution, client feedback

FAQ

Questions, answered.

Still unsure? Email info@trw.co with a short outline of the matter.

Who regulates a stock broker and stock dealer in Bangladesh?
The Bangladesh Securities and Exchange Commission registers and supervises stock brokers, stock dealers and authorised representatives. The Dhaka Stock Exchange and the Chittagong Stock Exchange issue trading rights and supervise trading conduct by their TREC holders. Brokers that also act as depository participants deal with Central Depository Bangladesh Limited, and anti-money laundering obligations are overseen by the Bangladesh Financial Intelligence Unit within Bangladesh Bank. Each has distinct powers over the firm. We map which body is responsible for each obligation, so that no reporting or approval requirement is overlooked.
Can one company be both a stock broker and a stock dealer?
Yes. Many TREC holders hold both registrations. Each role carries separate obligations, and BSEC expects the firm to keep client business and proprietary trading apart, with separate accounts, records and controls. Firms acting in both capacities should have clear policies on conflicts of interest, order priority and the use of client information, and should review those policies regularly so they reflect actual trading practice and staffing. Staff should be trained on these policies at least once a year.
Do we need a TREC before applying to BSEC?
In practice, the right to trade on an exchange through a TREC is a precondition for registration as a stock broker or stock dealer with BSEC. Applicants usually secure or acquire the TREC first and then apply to the commission. Where a TREC is being acquired as part of a share purchase, the exchange and BSEC approvals should be sequenced carefully, so that the buyer does not complete before consent is given. Conditional documents protect both sides.
Can an authorised representative work for two brokerages?
An authorised representative is registered to act for a particular stock broker or stock dealer, and acting for more than one firm at the same time would normally be inconsistent with that registration and with the firm's supervisory obligations. A representative moving between firms should have the old registration cancelled and a new application filed by the new firm, with the transition documented carefully to avoid any gap in supervision. Clients should be informed of the change promptly.
Are there restrictions on margin lending by brokers?
Yes. Margin lending by brokers and merchant bankers is regulated by BSEC rules that set eligibility, limits and maintenance requirements, and these rules have changed several times following market volatility. Firms must check the current position before offering margin facilities, document each margin account properly and monitor client positions daily. Breaches are a common subject of BSEC inspections and enforcement action against intermediaries and their directors. The board should approve the margin policy, and each client's margin agreement and daily position records should be kept.
What records must a stock broker in Bangladesh keep?
A stock broker must keep client account opening records, know-your-customer documents, order and trade records, contract notes, ledgers for client money and securities, margin records, complaints registers and correspondence with BSEC and the exchange. Records must be retained for the periods required by the rules and be available for inspection. Good record-keeping is also the firm's best evidence in client disputes and in any later regulatory proceedings. Electronic records should be backed up securely, since a missing record is hard to replace once an inspection or dispute begins.
Can TRW advise on buying a brokerage from its existing shareholders?
Yes. We advise buyers and sellers on acquisitions of stock brokers and stock dealers, including due diligence, share purchase agreements, warranties and indemnities for regulatory risk, and the approvals required from BSEC, the exchange and, for foreign buyers, the foreign exchange authorities. We also advise on post-completion integration, including board changes, compliance upgrades and re-registration of authorised representatives under new management. We also coordinate closely with tax advisers on the structure of the stock broker acquisition.
How can we begin a registration matter with TRW?
Contact us through our contact page or at info@trw.co with a brief, non-confidential outline of the business, its ownership and the registration needed. We will run a conflict check and confirm scope and fees in writing before reviewing any documents. Detailed client or trading information should be shared only once the engagement has been agreed and appropriate confidentiality arrangements are in place. We usually reply within a few working days with proposed next steps. Please do not send passwords, client lists or trading data in the first message.

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