Every company registered in Bangladesh has to meet a set of yearly legal duties: filings with the RJSC, an annual general meeting, a statutory audit, regular board meetings, proper registers, and tax and VAT returns. Most of these come from the Companies Act, 1994, and the rest from tax law and, for listed companies, the BSEC.
In my practice I often meet business owners who registered a company years ago and never held an AGM or filed an annual return. They usually find out when a bank, a buyer or the tax office asks for an up-to-date RJSC certificate. Then they face late fees, penalties and a lot of back-filing. This guide explains, in plain language, what a company has to do each year and when.
1. Filings with the RJSC
The Registrar of Joint Stock Companies and Firms (RJSC) is the company’s registry. Some filings are due every year; others are due only when something changes. All are now made online through the RJSC portal.
Yearly filings
- Annual return (Schedule X): within 21 days of the AGM. It lists shareholders, shareholdings, directors and share capital as on the AGM date.
- Audited financial statements: filed after the AGM, within 30 days. Keep a signed copy of the audit report with the board’s approval.
Event-based filings
- Change of directors (Form XII): within 14 days of an appointment, resignation or removal.
- Return of allotment (Form XV): within 60 days of issuing new shares.
- Change of registered office (Form VI): within 28 days of the move.
- Special resolutions: a copy within 15 days of passing.
- Changes to the MoA or AoA: filed with the special resolution that approved them.
- Mortgages and charges: register with the RJSC within 21 days of creating a charge over company assets, for example a bank loan secured on property.
Late filing brings late fees at the RJSC and fines for the company and its officers. More practically, a company with pending returns cannot easily get certified copies, change its directors or raise capital.
2. Annual General Meeting (AGM)
Every company, private or public, must hold an AGM once in each calendar year (section 81).
- First AGM: within 18 months of incorporation.
- Gap between AGMs: never more than 15 months.
- Notice: at least 21 days’ written notice to members, unless the Articles require more or all members entitled to attend agree to shorter notice.
- Usual business: adopt the audited accounts and the directors’ report, declare any dividend, elect directors who retire by rotation, and appoint the auditor and fix the fee.
In a small private company with two or three shareholders, the AGM can be a short meeting. It still needs a notice, an attendance record and signed minutes. The AGM date also starts the clock for the annual return and the accounts filing.
3. Board meetings
The board must meet at least once every three months, so at least four times a year (section 96).
- Quorum: as set in the Articles. Under the default rules (Table A), it is usually one-third of the directors or two, whichever is higher.
- Minutes: record every meeting in the minute book, signed by the chair. Minutes are your evidence that decisions were properly taken.
- Typical decisions: approving accounts before the AGM, opening bank accounts, allotting shares, borrowing and calling general meetings.
4. Statutory audit
Every company must have its accounts audited each year by a qualified chartered accountant. This includes small private companies and companies with no business activity yet.
- First auditor: appointed by the board within one month of incorporation.
- Later auditors: appointed at each AGM, to hold office until the next AGM.
- Who can audit: a practising member of the Institute of Chartered Accountants of Bangladesh (ICAB). Audit reports now carry a Document Verification Code (DVC), which banks and the tax office check.
- The report: says whether the accounts give a true and fair view. It is placed before members at the AGM.
A clean, on-time audit is not just a legal box to tick. Your audited accounts also support your income tax return, bank loans and tenders.
5. Statutory registers and books
Keep these at the registered office, up to date and open to inspection as the law allows:
- Register of members (shareholders) and share transfers
- Register of directors, managers and managing agents
- Register of mortgages and charges
- Minute books for board meetings and general meetings
- Books of account: cash received and spent, sales and purchases, assets and liabilities
Keep books of account, vouchers and bank statements for several years. Both company law and tax law set minimum retention periods, and the tax office can reopen past years.
6. The tax and VAT side
RJSC compliance is only half the picture. The National Board of Revenue (NBR) has its own calendar, and the two are linked: your tax return relies on your audited accounts.
- Company income tax return: under the Income Tax Act, 2023, due by the company’s Tax Day, the 15th day of the seventh month after the income year ends. For a 30 June year-end, that is 15 January.
- Advance tax: paid in instalments during the year when the company’s tax liability crosses the legal threshold.
- Withholding tax (TDS/VDS): deduct tax from payments such as salaries, rent, supplier bills and service fees, deposit it on time, and file the withholding returns.
- VAT return (Mushak 9.1): every VAT-registered business files monthly, by the 15th of the next month, even when there are no sales.
- Trade licence: renewed every financial year with the city corporation or local authority.
Missing tax and VAT deadlines brings interest and penalties that often cost more than the RJSC late fees.
7. Extra rules for listed companies
Companies listed on the Dhaka Stock Exchange (DSE) or Chittagong Stock Exchange (CSE) must also follow the Bangladesh Securities and Exchange Commission (BSEC). The key instrument is the Corporate Governance Code, 2018, which is mandatory for listed companies.
- Board: at least one-fifth of directors must be independent directors.
- Separate roles: the chair and the managing director or CEO must be different people.
- Key officers: a Chief Financial Officer, a Company Secretary and a Head of Internal Audit.
- Committees: an Audit Committee and a Nomination and Remuneration Committee, chaired by independent directors.
- Disclosure: quarterly and annual financial reports, price-sensitive information and related-party transactions.
- Certification: a yearly compliance certificate from a professional, published in the annual report.
Private companies are not bound by the Code. Still, its ideas of independent oversight and clear records are good practice for any growing business.
Quick compliance checklist
| Duty | Deadline | Authority |
|---|---|---|
| Board meeting | At least once every 3 months | Companies Act |
| AGM | Once a calendar year; gap of 15 months or less | Companies Act |
| AGM notice | 21 days before the meeting | Companies Act |
| Annual return | Within 21 days of the AGM | RJSC |
| Audited accounts | Within 30 days of the AGM | RJSC |
| Director change | Within 14 days | RJSC |
| Special resolution | Within 15 days | RJSC |
| Charge registration | Within 21 days of creation | RJSC |
| Office change | Within 28 days | RJSC |
| Share allotment | Within 60 days | RJSC |
| VAT return | 15th of each following month | NBR |
| Company tax return | Tax Day: 15th of 7th month after year-end | NBR |
| Trade licence | Every financial year | City corporation |
Frequently asked questions
My company has no business yet. Do I still need an AGM and audit?
Yes. The duties apply from the date of incorporation, whether or not the company trades. A dormant company still holds an AGM, gets an audit, files its annual return and files a tax return.
We missed several years of returns. What now?
You can usually regularise by holding the missed meetings, getting the pending audits done and filing the old returns with late fees. The sooner you start, the lower the cost.
Can one person handle all of this?
In a small company, a director or an accountant often manages it. Put every deadline in a shared calendar, and keep the minute books and registers in one place.
This article is general information for public awareness, based on the law as I understand it in November 2026. It is not legal advice. Deadlines and forms can change, so check the latest RJSC and NBR rules or speak to a professional for your own case.