5.6. Winding Up, Corporate Insolvency, and Exit Strategies

Foreign investors seeking to wind up operations in Bangladesh must comply with the structured corporate exit framework under the Companies Act 1994. The most common route is Members' Voluntary Winding Up, which requires the directors to issue a formal Declaration of Solvency. The company must resolve all outstanding tax and VAT liabilities, obtain a final Tax Clearance Certificate from the NBR, and submit audited accounts to the RJSC. Upon formal dissolution, the remaining residual capital, assets, and liquidated funds can be repatriated to the foreign parent company, subject to final Bangladesh Bank clearance.