💡 律咖编者按： 本文由律咖网社群读者 michelle 投稿分享。 为了方便大家阅读，律咖网编辑 JingJing（微信：lvga2015）对原文进行了细致的逻辑润色与合规性整理。希望能给正在 孟加拉国 创业路上的你带来真实的参考。

I didn’t come to Mymensingh to close a business.

I came to sell stainless steel lunch boxes — simple, durable, cheap. My supplier in Guangdong said, “If you can move 5,000 units/month here, you’re golden.” I believed him. I’m 24. I graduated in clinical medicine from Beijing University of Science and Technology. I thought if I could handle patient anxiety, I could handle a market.

Turns out, markets don’t cry. They just disappear.

I’ve been here 11 months. My warehouse is half-empty. My local partner vanished after the first rent hike. My bank account has 3,800 BDT left — about $35. I haven’t paid my translator in two months. I keep telling myself: “Just one more month.”

But last week, I asked a local accountant: “If I want to shut this down… is that even legal?”

He didn’t answer. He just stared at his phone for 12 seconds. Then he said: “Maybe you should talk to someone who knows the Registrar of Joint Stock Companies.”

I didn’t know what to say. I didn’t even know where to start.

The silence between laws

There’s no public guidebook for winding up a business in Mymensingh. No checklist. No website. No hotline.

I’ve searched every English-language portal I can find — from the Bangladesh Investment Development Authority to the Ministry of Commerce. Nothing. Only vague references to the Companies Act, 1994 and the Bankruptcy Act, 1997. But no one tells you what “winding up” actually looks like on the ground.

I spoke to two local lawyers. One said: “You need to file a petition in the District Court.” The other said: “No, you go to the Registrar first, then the High Court Division if creditors are involved.” Neither could show me a sample form. Neither could tell me how long it takes.

I asked: “Is there a fee?”
They shrugged. “It depends.”

I asked: “Can a foreigner do this alone?”
They looked at my passport. “Maybe. But you need a local agent.”

I didn’t know I needed an agent to close something.

This is the worst kind of information asymmetry — not because the rules are secret, but because no one feels responsible for explaining them.

I’ve spent 47 hours on this. 18 visits to government offices. 12 WhatsApp messages to Chinese expats in Dhaka. 3 canceled appointments because someone “had a family emergency.” I’ve lost more time than money.

And I still don’t know if I’m allowed to leave.

My framework: Three layers of uncertainty

I’ve started thinking about this in three layers — not because I’m smart, but because I have to find structure in chaos.

  1. Legal Layer:
    The Companies Act, 1994 allows for voluntary winding up. But only if all shareholders agree. I’m the sole shareholder. But I don’t know if the Registrar accepts foreign-only petitions.
    I read a 2023 case in Dhaka where a Thai investor was asked to submit notarized bank statements from Thailand — in Bengali translation — certified by the Thai embassy. I don’t have any of that.

  2. Administrative Layer:
    Even if the law permits it, the office in Mymensingh doesn’t have a single employee who’s processed a foreign company closure in the last 18 months.
    I showed up on a Tuesday. The clerk said, “We only handle local firms. Go to Dhaka.” I asked why the website says Mymensingh has a Regional Office. He said: “That’s for registration. Not closure.”

  3. Human Layer:
    People here are kind. But they’re also afraid.
    I asked a shopkeeper if he knew anyone who closed a business. He said: “My cousin tried. They took his car. Said he owed taxes. He still hasn’t gotten it back.” He didn’t say if it was legal. He just said: “Don’t try.”

I’m not asking for a miracle. I’m asking: Is there a path? Or am I just stuck?

What I’m doing now — no promises, just steps

I don’t know if this will work. But I’m trying. Here’s what I’m doing:

  • Step 1: I’ve written a formal letter to the Registrar of Joint Stock Companies in Dhaka, requesting guidance on foreign company dissolution procedures. I sent it by registered post. No email option.
  • Step 2: I asked a local NGO that helps small businesses if they know anyone who’s done this. They gave me a name — “Mr. Khan, retired government officer.” I called. He didn’t answer. I left a voicemail.
  • Step 3: I’ve started saving 500 BDT/week in a separate envelope — just in case I need to pay a fee, a translator, or a taxi to Dhaka.
  • Step 4: I’ve stopped checking my bank balance every hour. I’ve started writing down every interaction — date, person, what they said, what they didn’t say. I’m building a log. Not for lawyers. For myself.

I used to think if I worked hard enough, things would clear up.
Now I know: clarity doesn’t come from effort. It comes from persistence — and knowing when to ask for help.

FAQ: What I’ve learned from asking the wrong questions

Q: Can I just leave the country and let the company die?
A: Possibly. But:

  • Your business registration may remain active, triggering future penalties.
  • Your local partner (if any) could be held liable.
  • If you ever want to return to Bangladesh, your name may be flagged in the immigration system.
    → Path: Contact the Registrar of Joint Stock Companies (RJSC) in Dhaka. Request a “Certificate of Dissolution” — even if you don’t file anything yet. Ask if they accept a “de facto abandonment” declaration.
    → Key points: Keep all receipts. Record all communications. Do not ignore tax notices.

Q: Do I need a lawyer?
A: Not necessarily — but you need someone who’s seen this before.

  • Local lawyers charge 15,000–30,000 BDT for a basic consultation.
  • Some expat groups in Dhaka have shared templates.
    → Path: Join the “China Business in Bangladesh” Telegram group. Search “liquidation” or “close company.”
    → Key points: Avoid anyone who says “I can fix it in 7 days.” No one can. If they do, they’re lying.

Q: Is there a government hotline or website?
A: The RJSC website (rjsc.gov.bd) is outdated. The portal for online filings doesn’t support foreign users.

  • Call +880-2-9550511 (Dhaka RJSC). Ask for “Foreign Company Dissolution Procedure.”
  • Go in person: 145/1, Bir Uttam Qazi Nuruzzaman Sarak, Dhaka 1205.
    → Key points: Go on a Monday. Don’t bring your business documents. Bring your passport and a printed copy of your company registration. Ask for a form number.

Final thoughts: I’m not giving up. But I’m changing how I think.

I used to think entrepreneurship was about scaling.
Now I know it’s about surviving the quiet moments — the ones no one posts about.

I’m not proud of how long this has taken.
I’m not proud of how little I understood.
I’m not proud that I almost quit three times.

But I’m here. Still trying.

I don’t know if closing my business in Mymensingh is legal.
I don’t know if I’ll ever get my money back.
I don’t know if anyone will read this.

But if you’re here — if you’re sitting in a small town in Bangladesh, wondering if you can just walk away — then you’re not alone.

I’m writing this for you.

🔗 延伸阅读

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🔸 Bangladesh PM Tarique Rahman Begins Tenure With Major Military Reset And India Adviser Return
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🔸 Muhammad Yunus returns to non-profit work after 18 months leading Bangladesh interim government
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她不卖服务。
她不承诺结果。
但她会听你说完，然后说：“我懂。我也有过这样的夜晚。”

我们不是在找答案。
我们只是在找人，一起走这段路。