Schedule X is the annual return every Bangladeshi company with share capital files with RJSC. It lists shareholders, share capital and directors as at the AGM, and it is due within 21 days of the AGM (Companies Act 1994, section 36). It is filed through the RJSC online portal. The fee is Tk 200 on time, and Tk 500 for each year it is late, rising to Tk 700 a year after three years.
What Schedule X is
RJSC (the Registrar of Joint Stock Companies and Firms) keeps the public record of every company in Bangladesh. Once a year, each company tells RJSC who its shareholders and directors are and how its share capital stands. That statement is the annual list of members and summary required by section 36 of the Companies Act 1994. It is called Schedule X because the Act sets out its format in Schedule 10 (Schedule X in Roman numerals).
The other annual returns are the audited balance sheet and profit and loss account, due within 30 days of the AGM (section 190), and Form 23B, filed by your auditor.
Who files and when
Every company with share capital files Schedule X, private or public. Foreign companies with a branch in Bangladesh file accounts instead.
The deadline is tied to the AGM, so start with the AGM date:
| Step | Rule | Source |
|---|---|---|
| First AGM | Within 18 months of incorporation | s. 81(1) |
| Later AGMs | Once every calendar year, no more than 15 months after the last one | s. 81(1) |
| Accounts at the AGM | Audited, and made up to a date no more than 9 months before the AGM (12 months if the company has business abroad) | s. 183 |
| Schedule X | Completed within 21 days after the AGM and filed with RJSC | s. 36(3) |
| Balance sheet and P&L | Within 30 days of the AGM | s. 190 |
If you can't hold an AGM on time, the Registrar can extend the deadline for any AGM except the first, by up to 90 days or to 31 December of that year, whichever comes first. You have to apply within the time the Act allows (section 81).
What goes in it
Section 36(2) sets out the contents. In plain terms, Schedule X has three parts.
1. The members list. Every current shareholder, plus anyone who stopped being a shareholder since the last return, with name, address, nationality and occupation. It shows how many shares each current member holds and the date of any share transfer since the last return.
2. The capital summary. Share capital and number of shares, shares taken up, amounts called up, received and unpaid, any commission or discount, forfeited shares and share warrants. Shares issued for cash are shown apart from shares issued for anything else.
3. Company facts. The date the last general meeting should have been held and whether it was, the names and addresses of directors (and any manager) with changes since the last return, and the total debt secured by mortgages and charges registered with RJSC.
The return is signed by two directors, one of them the managing director, or, if there is no managing director, by one director and the manager or company secretary. They also certify that it is correct. A private company adds a certificate that it has not invited the public to buy its shares (section 36(4)).
How to file Schedule X online
RJSC takes returns through its online portal at app.roc.gov.bd. RJSC's own filing tutorial describes these steps:
- Log inOpen Returns Filing under post-registration services and sign in with your company's RJSC user name and password.
- Choose the returnSelect the Annual Return type, then Schedule X from the list.
- Enter the detailsFill in members, shareholdings, transfers, the capital summary and directors as at the AGM date.
- Submit and note the numbersThe portal gives a submission number and a track number. Keep both.
- Print, sign and payPrint the submitted return, have the right people sign it, and pay the fee by the method the portal shows. The fee calculator on the portal gives the amount.
- Lodge and follow upSubmit the signed copy. RJSC checks the return and tells you if anything needs correcting. Only accepted returns are kept on record.
Fees and late fees
Fees come from the Ministry of Commerce notification dated 8 June 2023, in force since 1 July 2023:
| Situation | RJSC fee per document |
|---|---|
| Filed on time | Tk 200 |
| Late, up to 3 years | Tk 500 for each year or part of a year |
| Late, more than 3 years | Tk 700 per year |
These are RJSC fees. Separately, section 36(5) lets a court fine the company, and any officer who knowingly allowed it, up to Tk 200 for every day the default continues. Check the fee calculator on the portal before paying, because the gazette can change.
Common mistakes
- Counting from the wrong date. The 21 days run from the AGM, not from the financial year-end.
- A members list that doesn't match the share register. Usually because a transfer was agreed but the transfer deed (Form 117) was never filed.
- Directors that don't match Form XII. Every appointment or resignation should already be on a Form XII, filed within 14 days of the change (section 115).
- Leaving out shares issued since the last return. Each allotment needs its own Form XV within 60 days (section 151).
- Wrong signatories. Section 36(3) says who signs. A return signed by the wrong people can be sent back.
- Filing years out of order. Each return carries on from the previous one, so a backlog should be filed oldest first.
What happens if Schedule X isn't filed
The late fee grows every year, and the section 36 fine can apply for every day of default. The RJSC record also goes stale, so certified copies a bank or investor pulls show old shareholders and directors.
It also blocks share transfers. Since the Companies (Second Amendment) Act 2020, section 38(3A) requires the director list and the annual capital return to be filed, along with the transfer deed and an affidavit, before the person selling shares confirms the transfer in person at RJSC. Our share transfer guide walks through it.
In the worst case, if the Registrar has reason to think a company is not trading, section 346 lets RJSC write to the company and, if it gets no reply, strike its name off the register after a gazette notice.
If you are years behind, the fix is to rebuild the missing AGMs and returns in order. That is what our RJSC compliance clean-up does.
Frequently asked questions
What is the deadline for Schedule X?
Within 21 days after the AGM, under section 36 of the Companies Act 1994. The AGM itself must be held once every calendar year and no more than 15 months after the previous one.
Does a private limited company have to file Schedule X?
Yes. Every company with share capital files it, private or public. A private company also attaches a certificate that it has not invited the public to subscribe for its shares.
Can we file Schedule X without holding an AGM?
Schedule X is made up as at the AGM, so the meeting comes first. If an AGM was missed, the usual fix is to hold it late, with proper notice and minutes, and then file the return with the late fee.
What is the late fee for Schedule X?
Under the fee notification in force since 1 July 2023, Tk 500 for each year or part of a year it is late, up to three years, and Tk 700 per year beyond three years. The on-time fee is Tk 200. Court fines under section 36 are separate.
Who signs Schedule X?
Two directors, one of them the managing director. If there is no managing director, one director and the manager or company secretary sign. They also certify that the return is correct.
Is Schedule X the same as the income tax return?
No. Schedule X goes to RJSC and covers shareholders, capital and directors. The company's income tax return goes to the National Board of Revenue and is a separate filing with its own deadline.
Sources
- Companies Act 1994 (Act No. 18 of 1994), Laws of Bangladesh, Legislative and Parliamentary Affairs Division. Sections 36, 38, 81, 115, 151, 183, 190, 346.
- Companies (Second Amendment) Act 2020 (Act No. 24 of 2020), Bangladesh Gazette extraordinary 26 November 2020, via RJSC; inserts section 38(3A).
- Return filing: returns to be submitted, RJSC, roc.gov.bd.
- Online returns filing tutorial, RJSC.
- Fee notification for RJSC services, Ministry of Commerce, dated 8 June 2023, Bangladesh Gazette extraordinary 9 July 2023, effective 1 July 2023.
- Fees for return filing, RJSC, roc.gov.bd, updated July 2023.
- RJSC fee calculator, app.roc.gov.bd.
General information, not legal or tax advice. Rules, fees and deadlines change; check the current circular or ask us before you file.