Bangladesh is preparing to make companies disclose who really owns and controls them, the first major rewrite of the Companies Act in 35 years and a direct attempt to close a gap that officials say has hidden the real owners of banks, telecoms firms and shell companies.

The commerce ministry's draft, the Companies (Third Amendment) Act 2026, would insert a beneficial-ownership clause into the 1994 law, Prothom Alo reported. Under the proposed section 34(a), the person whose name appears on the share register would no longer automatically count as the owner. Anyone who directly or indirectly owns or controls a company, or who can influence the appointment and removal of directors or the running of its daily business, would also have to be declared.

Ownership would have to be declared within 30 days of any change, in a prescribed form filed with the Registrar of Joint Stock Companies and Firms. Prothom Alo reported that failing to declare would carry a fine of up to Tk 50,000, with Tk 100 added for every day the failure continues. The Business Standard reported that a person who conceals beneficial ownership would also lose legal rights over the shares.

The draft contains about 40 changes and would be the biggest revision of company law since it was enacted, Prothom Alo reported. Ministry officials say the aim is to make ownership transparent, move registration and records online and cut administrative complexity for businesses.

The gap has already been tested in court. Prothom Alo reported that International Voice, an international gateway telecoms company, owed about Tk 126 crore in dues while its ownership was shown in the names of three people who knew nothing about the transfer. In March 2025 the High Court ordered the telecoms regulator and the Criminal Investigation Department to identify the real owner within 90 days. The newspaper reported that the investigation pointed to former Awami League MP Shamim Osman and members of his family.

The report also cited S Alam Group, saying chairman Mohammad Saiful Alam and his family held about 30 per cent of Islami Bank and about 22 per cent of Social Islami Bank, directly and through other entities, with several relatives on the boards. The group later drew large loans from the banks that have not been recovered, the newspaper said.

Under the draft, the registrar could share ownership and management information with the Bangladesh Financial Intelligence Unit, the Anti-Corruption Commission, law enforcement agencies and foreign authorities on lawful request. Companies would not be able to refuse on grounds of confidentiality or lack of consent, The Business Standard reported. The changes follow recommendations from the financial intelligence unit, which did not exist when the present law was written.

An inter-ministerial meeting chaired by Commerce Minister Khandakar Abdul Muktadir is expected within two weeks, after which the draft goes to the cabinet, then to the law ministry for vetting and finally to parliament, Prothom Alo reported. The ministry held a consultation with stakeholders on 7 September.

Fazlul Hoque, administrator of the Federation of Bangladesh Chambers of Commerce and Industry, told Prothom Alo that the law should have been updated years ago and that more than a decade of work had gone into it. He said he expected this amendment to pass. He told The Business Standard that formalising the registrar's role and moving its services online would matter as much as the text itself.

The draft would also take the High Court out of routine company housekeeping. Changes to a company's memorandum, including its objectives or a merger, would be approved by the registrar instead, with a right of appeal to the government within 30 days on payment of a fee. Records, notices and contracts could be kept electronically, and share transfers would need physical or digital identity checks. The minimum paid-up capital for a one-person company would fall to Tk 5 lakh from Tk 25 lakh.

Several questions remain. The final text has not been published, and the cabinet and parliament can still change it. Officials have not explained how the registrar would verify declarations that run through holding companies abroad, or how quickly it could process them. The fines are small compared with the sums involved in the cases cited, and it is not yet clear whether they would deter a nominee arrangement.

If passed, the law would cover existing companies as well as new ones, and they would have to file fresh declarations. The immediate tests are the inter-ministerial meeting, then whether the cabinet sends the draft to parliament in the current session.