BSEC plans direct listing for firms with Tk 500cr turnover

Companies might soon be allowed to directly list in the capital market without having to offer an initial public offering (IPO), by offloading 10–20 percent of shares held by existing shareholders.

The Bangladesh Securities and Exchange Commission (BSEC) yesterday approved a draft of the rules to that end at a commission meeting at its head office in the capital.

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The move comes as the BSEC seeks to widen the avenues for bringing more companies into the country’s capital market. Direct listing would create an alternative route for eligible companies to enter the stock market quickly without raising fresh capital from investors through an IPO.

The draft, titled Bangladesh Securities and Exchange Commission (Direct Listing of Securities by Stock Exchange) Rules, 2026, sets out several categories of companies that would qualify for the facility.

The categories include companies wholly or substantially owned by the government, companies in which the government directly or indirectly holds at least 10 percent, and companies wholly or substantially owned by foreign shareholders.

Scheduled banks, financial institutions and insurance companies that have been operating for at least three years and companies with annual turnover or total assets of at least Tk 500 crore would also be eligible. However, their eligibility is subject to meeting other conditions prescribed by the commission, stock exchanges, the central depository and the central counterparty.

Companies providing telecommunications and ICT-related services approved by the Bangladesh Telecommunication Regulatory Commission (BTRC), or manufacturing ICT infrastructure, would be eligible as well.

The draft will be published in newspapers and on the BSEC website to seek public opinion, the commission said in a press release.

Separately, the BSEC has decided to amend the relevant provisions of its directive so that sponsors or directors of a Z-category company would not need prior approval from the commission to sell shares in certain cases.

The amendment would cover transactions or transfers of shares held by sponsors or directors of Z-category companies, particularly the confiscation of shares due to loan default and transmission of shares following the death of a shareholder.

In such cases, the concerned stock exchanges would take the necessary measures in accordance with the applicable listing regulations, without requiring prior approval from the BSEC.

The commission also decided on a procedure for remitting dividends to foreign shareholders of listed companies.

As per the decision, companies will have to remit declared dividends to foreign shareholders within 30 days of obtaining a Double Taxation Avoidance (DTA) Certificate from the National Board of Revenue (NBR), and within the relevant financial year.

After completing dividend distribution among local shareholders, companies will have to submit a Preliminary Dividend Compliance Report.

They will also have to submit a Dividend Compliance Report to the BSEC and the concerned stock exchange within 30 days of remitting dividends to foreign shareholders.

Meanwhile, the commission approved an action plan submitted by the Dhaka Stock Exchange (DSE) for launching financial derivatives products.

The plan includes regulatory initiatives, system and infrastructure development, clearing and settlement, and risk-management arrangements.

The BSEC will regularly monitor the DSE’s implementation of the plan.

Trading will initially begin with index futures as a financial derivatives product, the regulator said.

According to the action plan, formal trading of financial derivatives products on the DSE is expected to begin in January 2028.