A private limited company in Bangladesh must hold an AGM every calendar year, file its Schedule X annual return within 21 days of that AGM, and tell RJSC about director changes, new shares, share transfers and office moves within fixed deadlines. Late documents carry a late fee for every year they are overdue. We prepare the missing filings in order, your directors sign, and you get a 12-month calendar so the next year stays clean.
What a private company owes RJSC
RJSC (the Registrar of Joint Stock Companies and Firms) keeps the official record of every company in Bangladesh. RJSC splits filings into two kinds: annual returns, due every year, and returns for a change, due when something in the company changes.
| Filing | What it records | Deadline | Companies Act 1994 |
|---|---|---|---|
| Annual general meeting (AGM) | Accounts laid before shareholders | Once every calendar year, no more than 15 months apart. First AGM within 18 months of incorporation. | s. 81 |
| Schedule X annual return | Shareholders, share capital, directors | Within 21 days of the AGM | s. 36 |
| Balance sheet and profit and loss account | Audited accounts | Within 30 days of the AGM | s. 190 |
| Form XII | Directors, managers and any change | Within 14 days of the appointment or change | s. 115 |
| Form XV | Return of allotment (new shares issued) | Within 60 days of allotment | s. 151 |
| Form VI | Registered office address or a change | Within 28 days of the change | s. 77 |
| Form 117 | Share transfer deed | Filed with the transfer; see below | s. 38 |
Less common returns include Form IV for an increase in authorised capital (15 days) and Form XVIII for a new bank charge (21 days). RJSC's guidance lists Form XII at 15 days; the Act says 14, so we work to 14.
Share transfers changed in 2020. The Companies (Second Amendment) Act 2020 added section 38(3A): after the transfer deed, affidavit, director list and annual return are filed, the person selling the shares must appear at RJSC and sign again to confirm the transfer. A foreign or overseas seller sends the deed and affidavit attested by the relevant embassy instead.
What late filing costs
There are two separate costs. The first is the RJSC late fee, paid when you finally file. Under the fee gazette in force since 1 July 2023, a document filed on time costs Tk 200. A late document costs Tk 500 for each year (or part of a year) it is late, up to three years, and Tk 700 per year when it is more than three years late. A company that skipped three AGMs usually has several documents late for each of those years.
The second is the fine under the Companies Act, which a court can impose on the company and on officers who allowed the default:
- No AGM: up to Tk 10,000, plus up to Tk 250 for every further day (s. 82).
- Schedule X not filed: up to Tk 200 a day (s. 36).
- Accounts not filed: up to Tk 100 a day (s. 190).
- Form XII not filed: Tk 500 per default (s. 115).
- Form XV not filed: up to Tk 1,000 a day for each officer responsible (s. 151).
If the Registrar has reason to think a company is not trading, RJSC can write to it and, with no reply, strike it off the register after a gazette notice (s. 346). Years without filings make a company look inactive.
Why it matters when an investor arrives
An investor's lawyers will pull your RJSC record and compare it with what you tell them. Three gaps tend to stall a deal:
- The share issue can't be recorded. New shares for the investor are reported on a Form XV within 60 days. If earlier Form XVs or recent Schedule X returns are missing, the new allotment can't be shown cleanly, and the lawyers will ask for the gap to be closed first.
- The cap table doesn't match. The latest Schedule X shows different shareholders than your register, usually because old transfer deeds were never filed.
- Directors on record are out of date. A director who left years ago may still need to be properly removed before closing.
Clean RJSC records also feed the BIDA record and the data room.
How the clean-up works
- Free 30-minute callYou tell us what you know is late. We tell you what we need to see. You get a fixed fee in writing within 48 hours.
- Record checkUnder an NDA, we compare RJSC's record with your registers, minutes and audited accounts, and list every gap by year.
- Fix orderFilings go in date order, because each Schedule X builds on the one before. Where an AGM never happened or accounts were never audited, we flag it and line up your audit firm or lawyer.
- Prepare and signWe draft each return, the minutes and resolutions behind it, and a signing pack so directors sign once per batch.
- File and trackReturns are filed through your company's RJSC account, with fees paid from company funds. RJSC checks each return and sends back anything it wants corrected; we handle those queries and track each return until it is accepted.
- Hand-overYou get the filed returns, the RJSC receipts and a 12-month filing calendar.
Timing depends on how many years are missing and whether those years were audited. Missing audits take longest, because each AGM depends on them. The written quote gives dates for each batch.
What we do and what you provide
We do
- Check RJSC's record against your own registers
- A dated list of every missing or late filing
- Draft Schedule X, Form XII, XV, VI, 117 and other returns
- Draft AGM notices, minutes and board resolutions
- File, track and answer RJSC correction requests
- Brief your audit firm and lawyer where they need to sign
- A 12-month filing calendar
You provide
- Certificate of incorporation, memorandum and articles
- Your RJSC login, or help us recover it
- Past returns or RJSC certified copies you have
- Share register, transfer deeds and share certificates
- Board and AGM minute books
- Audited accounts for each open year
- NID or passport for each director and shareholder
- Directors' time to sign
We don't sign audits or give legal opinions. Audits are signed by an ICAB-licensed CA firm; legal opinions come from a partner lawyer.
Frequently asked questions
We haven't held an AGM for several years. Can that still be fixed?
Usually, yes. Each missing year needs its AGM records, Schedule X and accounts, filed in order with a late fee per document. Unaudited years need the audit first, and sometimes a lawyer should advise on the missed meetings.
How much is the RJSC late fee?
Under the fee gazette in force since 1 July 2023, a document filed on time costs Tk 200. A late document costs 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. Court fines under the Companies Act are separate.
Does a share transfer need anything new since 2020?
Yes. Section 38(3A), added in 2020, requires the person transferring the shares to sign again in person at RJSC after the documents are filed. A seller who is a foreign national or lives abroad sends the deed and affidavit attested by the relevant embassy.
Can we take a foreign investment while filings are late?
You can sign a deal, but recording the new shares on a Form XV goes far more smoothly when earlier returns are filed. Investors' lawyers normally ask for this before closing.
Do you file in our name or yours?
In yours. Returns are filed through your company's RJSC account and signed by your directors. We prepare the documents and track each one until RJSC accepts it.
How much does a clean-up cost?
It is a fixed fee based on how many filings are missing. After a free 30-minute call you get a written quote within 48 hours. RJSC fees, and any audit or legal fees, are listed separately.
Sources
- Companies Act 1994 (Act No. 18 of 1994), Laws of Bangladesh, Legislative and Parliamentary Affairs Division. Sections 36, 38, 77, 81, 82, 115, 151, 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.
- 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.
General information, not legal or tax advice. Rules, fees and deadlines change; check the current circular or ask us before you file.