Corporate Compliance · Bangladesh

RJSC Annual Return and Filings in Bangladesh

We keep your company in good standing with the Registrar of Joint Stock Companies and Firms (RJSC): the annual general meeting, Schedule X, audited accounts and every change of director, auditor or share capital, filed on time.

Check My RJSC Status
Call +880 1711-990020

Definition

What Is an RJSC Annual Return?

An RJSC annual return is the yearly filing every company registered in Bangladesh makes with the Registrar of Joint Stock Companies and Firms after its annual general meeting: the annual list of members and share capital summary (Schedule X) under Section 36 of the Companies Act 1994, followed by the audited balance sheet and profit and loss account under Section 190.

It is the public record of who owns the company, who runs it and how it performed. Banks, investors, tender committees and the tax office all read it.

Filed with RJSC during the year too

  • ✓Change of directors or managing director on Form XII
  • ✓Appointment or change of auditor on Form 23B
  • ✓Changes to share capital, share transfers and the registered office
THE ANNUAL FILING PACK
AGM notice and minutesNotice at least 14 days before the meeting; minutes of what was approved
01
Schedule XAnnual list of members and summary of share capital, signed by two directors including the managing director
02
Audited balance sheet and profit and loss accountFrom an ICAB-registered auditor, with a document verification code (DVC)
03
Directors' reportAttached to the balance sheet laid before the AGM
04
Form 23BThe auditor's notice of appointment, when an auditor is appointed or changed
05

Deadlines

The 21-Day and 30-Day Clock After Your AGM

Every RJSC deadline in the annual cycle counts from one date: the day of your annual general meeting.

DAY 0AGM2130
−14 days
Notice to membersWritten notice of the AGM to every member, with date, time, place and business (Section 85).
Day 0
Annual general meetingMembers receive the audited accounts and directors' report, and appoint the auditor.
+21 days
Schedule XAnnual list of members and summary of share capital filed with RJSC (Section 36).
+30 days
Balance sheet and profit and lossCopies of the audited accounts filed with RJSC (Section 190).

The AGM rules

When Must a Company Hold Its AGM in Bangladesh?

The annual return cannot be filed until the AGM is held, so the meeting calendar is where compliance starts.

STEP 118 months

Hold the first AGM within 18 months of incorporation.

STEP 2Every year

Then one AGM in each calendar year, no more than 15 months after the last one.

STEP 314 days

Give every member written notice at least 14 days before, unless all members agree in writing to shorter notice.

STEP 490 days

Running late? RJSC can extend by up to 90 days, or to 31 December if that is sooner, if you apply within 30 days after the deadline.

Miss the extension window and only the High Court Division can condone the delay, under Section 81(2).

Setting up a new company? See company registration in Bangladesh. Need the accounts behind the return? See fractional CFO services.

What is at stake

What Happens if You Miss an RJSC Filing?

Late filing rarely stays small. A missed Schedule X adds a daily fine; a missed AGM adds a larger one; and once the extension window has closed, the only route back is a court application, which costs far more in time and legal fees than the filing ever would have.

The earlier a gap is found, the cheaper it is to close.

Signs your company is behind

  • !No AGM minutes for the last financial year
  • !The RJSC record still shows former directors
  • !The audit report has no ICAB document verification code
LEVEL 1Schedule X or accounts filed lateDaily fines on the company and on every officer in default.
LEVEL 2AGM not held on timeA fine of up to Tk 10,000, plus up to Tk 250 for every day the default continues (Section 82).
LEVEL 3Extension window missedRJSC cannot extend. A High Court petition, advertised in two national newspapers, is needed before the late filings are accepted.
LEVEL 4Years without filingDirector changes, share transfers and bank or tender paperwork stall until the backlog is cleared.

How we work

How We File Your RJSC Annual Return

Six steps, in the order RJSC expects them, so nothing is filed before the document it depends on.

1. Status checkWe review your RJSC record and list every return that is due or overdue.
2. Audit coordinationWe work with your ICAB auditor so the report and its DVC code are ready before the AGM.
3. AGM packNotice, agenda, resolutions and minutes, drafted for your directors to sign.
4. Schedule XAnnual list of members and share capital summary, checked against your share register.
5. Online filingDocuments uploaded to the RJSC portal, government fee paid and the receipt kept on file.
6. Changes during the yearDirector, auditor and share changes filed as they happen, not saved up for year-end.

FAQs

RJSC Annual Return: FAQs

It is the yearly filing a company registered in Bangladesh makes with the Registrar of Joint Stock Companies and Firms after its AGM: Schedule X, the annual list of members and share capital summary, and the audited balance sheet and profit and loss account.

Schedule X is due within 21 days after the AGM under Section 36 of the Companies Act 1994. The audited balance sheet and profit and loss account are due within 30 days after the AGM under Section 190.

The first AGM must be held within 18 months of incorporation. After that, one AGM is required in each calendar year, with no more than 15 months between meetings.

The AGM notice and minutes, Schedule X signed by two directors including the managing director, the audited balance sheet and profit and loss account with the ICAB document verification code, the directors’ report, and Form 23B where an auditor was appointed or changed.

Yes. RJSC can extend it by up to 90 days, or until 31 December if that is earlier, if the company applies within 30 days after the deadline. Beyond that, only the High Court Division can condone the delay.

Under Section 82, the company and every officer in default can be fined up to Tk 10,000, plus up to Tk 250 for each day the default continues. Late Schedule X and accounts filings attract separate daily fines.

Yes. The Companies Act does not exempt small or inactive companies. A registered company still holds its AGM, has its accounts audited and files the annual return until it is formally wound up or struck off.

Yes. We prepare the AGM documents and Schedule X for signature, arrange the notarised documents RJSC asks for from directors outside Bangladesh, and file the return through the RJSC online portal.

FILED ON TIME
AGM · SCHEDULE X · ACCOUNTS

Get Your RJSC Filings Up to Date

Send us your certificate of incorporation and your last filed return. We will check what is due, list any gaps, and quote a fee to file it and keep it current.

BPO Bangladesh · Suite 610, 5th Floor, Rupayan Shopping Square, Bashundhara R/A, Dhaka 1229 · +880 1711-990020

Check My RJSC Status
Email [email protected]