Company Secretary Services · Bangladesh
Corporate Secretarial Services in Bangladesh
We run the governance side of your company: board and general meetings, minutes, statutory registers, share transfers, director changes and every RJSC filing that follows, so your records stand up to a bank, an investor or the Registrar.
Definition
What Are Corporate Secretarial Services?
Corporate secretarial services are the work of keeping a company legally in order under the Companies Act 1994: calling and minuting board and general meetings, keeping the statutory registers, recording share transfers and director changes, and filing the returns the Registrar of Joint Stock Companies and Firms (RJSC) requires.
The law puts these duties on the company and its directors. A company secretary, in-house or outsourced, is the person who makes sure they are done on time and on paper.
When companies usually call us
- 1A bank, investor or buyer asks for board resolutions and registers
- 2Directors or shareholders are changing
- 3The minute book has gaps and the AGM is due
Kept current after every meeting, transfer and appointment, and ready for inspection.
The secretarial year
A Year of Company Secretarial Work at a Glance
Most secretarial work runs on a fixed rhythm. Plan it once and the deadlines stop being surprises.
- Each quarterBoard meeting: Sep, Dec, Mar and Jun
- Jul – OctAudit of last year's accounts
- DecAnnual general meeting
- Dec – JanSchedule X and audited accounts filed with RJSC
- All yearRegisters updated whenever a share, director or charge changes
Illustrative calendar for a company with a 30 June year-end that holds its AGM in December. Your dates depend on your articles and your last AGM.
Board meetings
The Six Numbers Behind a Valid Board Meeting
A board decision is only as good as the meeting that made it. These are the rules we run every meeting by.
BSS-1 is the Bangladesh Secretarial Standard on board meetings issued by the Institute of Chartered Secretaries of Bangladesh. Your articles of association may set stricter rules.
Changes during the year
What to File When Something Changes
Every change to who owns or runs the company needs an approval and a record. Miss either and the RJSC record no longer matches reality.
For the yearly AGM and Schedule X cycle, see RJSC annual return and filings. Starting a new entity? See company incorporation in Bangladesh.
Choosing a model
Do You Need a Full-Time Company Secretary?
A listed company must appoint a company secretary under the Bangladesh Securities and Exchange Commission’s Corporate Governance Code. A private limited company has no such rule, but its directors still carry every secretarial duty in the Companies Act.
For most private and foreign-owned companies, the workload is a few meetings and a handful of filings a year, which is why the work is usually outsourced.
Outsourcing works best when
- ✓The board meets quarterly, not weekly
- ✓Directors or shareholders sit outside Bangladesh
- ✓You want one team for minutes, registers and RJSC filings
FAQs
Corporate Secretarial Services: FAQs
What do corporate secretarial services include in Bangladesh?
They cover board and general meetings with notices, agendas and minutes; the statutory registers of members, directors and charges; share transfers and allotments; changes of directors, auditors and registered office; and the related filings with RJSC, including the annual return.
Is a company secretary mandatory in Bangladesh?
Listed companies must appoint a company secretary under the BSEC Corporate Governance Code. The Companies Act 1994 does not require a private limited company to appoint one, but the company and its directors remain responsible for every secretarial duty.
How often must a company's board meet?
Section 96 of the Companies Act 1994 requires a board meeting at least once in every three months and at least four meetings a year.
Which statutory registers must a company keep?
A register of members, a register of directors, a register of mortgages and charges, and minute books for board and general meetings. They are kept up to date and available for inspection as the law requires.
How is a share transfer recorded?
The transfer is signed on Form 117 with the stamp duty paid, approved by the board, entered in the register of members and recorded with RJSC. The new shareholder then receives the share certificate.
How do you change a director of a company?
The appointment or resignation is approved by the board or the members as the articles require, the new director gives written consent, and Form XII is filed with RJSC so the public record matches the register of directors.
What are the Bangladesh Secretarial Standards?
They are standards issued by the Institute of Chartered Secretaries of Bangladesh on how meetings and records should be run. BSS-1 covers board meetings and BSS-2 general meetings, including notice periods, quorum and the 30-day deadline for signed minutes.
Can you act for a foreign-owned company with directors abroad?
Yes. We prepare notices, board papers, resolutions and minutes, arrange signatures from directors outside Bangladesh, keep the registers up to date in Dhaka, and file the changes with RJSC.
Put Your Company Records in Order
Send us your incorporation documents, articles and last minutes. We will check your registers and filings against the RJSC record, list what is missing, and quote a fee to fix it and keep it current.