Corporate Compliance in Bangladesh — The 2025 Executive Guide by TRW Law Firm

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Featured snippet (quick answer)

Corporate compliance in Bangladesh is the system of policies, controls, and filings that ensure a company obeys Bangladeshi company law (RJSC filings), tax laws (Income Tax Act 2023; VAT & SD Act 2012), labour & factory standards, foreign exchange rules, environmental permits, securities governance (for listed issuers), competition law, and cyber/data controls. Core annual actions include holding the AGM, filing Schedule X within 21 days of the AGM, submitting audited accounts, filing corporate income tax by the statutory due date, submitting monthly VAT by the 15th of the following month, maintaining statutory registers & minutes, and operating strong AML/KYC and data/cybersecurity controls. (app.roc.gov.bd, PwC Tax Summaries)

Why this guide — and why TRW

TRW Law Firm is Bangladesh’s largest cross-border law firm, advising multinationals, listed issuers, state-linked enterprises, development finance–backed projects, and fast-growing tech companies. With teams in Dhaka, Sylhet, Dubai, London, and the U.S., we implement compliance programs that work across borders—aligning Bangladesh law with group policies, OECD expectations (e.g., transfer pricing), lender covenants, and global reporting standards.

If you need a quick primer, skim the “Compliance Calendar & Table” at the end; if you want a turnkey rollout, jump to the 90-Day Implementation Plan.

Internal read: For a deeper dive on board responsibilities, see our companion article on [Corporate Governance in Bangladesh] (tahmidurrahman.com).

1) The legal backbone of corporate compliance in Bangladesh

A modern compliance program must map to your legal obligations. In Bangladesh, the pillars include:

1.1 Companies Act 1994 & RJSC filings

All companies must maintain statutory registers, hold AGMs, file annual returns, and notify director/office changes within set timelines to the Registrar of Joint Stock Companies & Firms (RJSC). Key filings include:

• Schedule X: Annual summary & list of shareholders/directors — due within 21 days of the AGM. (app.roc.gov.bd)
• Form XII (Schedule Xii): Director/manager changes — file within 14 days. (app.roc.gov.bd)
• Audited Balance Sheet & Profit & Loss typically within 30 days of the AGM (practice guidance widely followed). (icab.org.bd, bdlclegal.com)

1.2 Income tax (Income Tax Act 2023)

Bangladesh overhauled its direct tax law in 2023. This act modernized concepts (e.g., thin capitalization, share-based compensation, and clarified compliance mechanics). Corporate return timing is now: the 15th day of the ninth month following the end of the income year or 15 September following that income year, whichever is later. Keep in mind NBR often grants administrative extensions. (nbr.gov.bd, PwC Tax Summaries, The Business Standard)

Bangladesh also implemented Transfer Pricing (TP) rules effective 1 July 2014, broadly aligned with OECD methods, requiring contemporaneous documentation for cross-border related-party transactions. (wts-advisory.com)

1.3 VAT & Supplementary Duty (VAT & SD Act 2012)

VAT registrants must file Mushak 9.1 monthly returns and deposit VAT by the 15th day of the following month; late fees/penalties apply. (PwC Tax Summaries, nbr.gov.bd)

1.4 Labour & factories compliance

Labour conditions are governed by the Bangladesh Labour Act 2006, as amended in 2013 and 2018, and the Labour Rules 2015/2022 amendments, covering contracts, wages, hours, safety, and worker welfare. Factories Act 1965 and associated rules apply for manufacturing premises (e.g., fire safety plans, welfare facilities). (MCCIBD, NatLex, dife.dhaka.gov.bd, Banglapedia)

1.5 Foreign exchange & remittances

Bangladesh Bank’s Guidelines for Foreign Exchange Transactions and FE circulars govern inbound/outbound remittances, intercompany charges, royalties, and import/export payments—executed through Authorized Dealer (AD) banks. Keep an eye on new FE circulars (2025 updates affect outward/import flows). (BB)

1.6 Anti-Money Laundering/Counter-Terrorist Financing (AML/CFT)

The Money Laundering Prevention Act 2012 (amended and complemented by Rules 2019) underpins enterprise AML duties—especially for banks/FIs and certain reporting entities. The BFIU also issues sector guidelines (e.g., Trade-Based Money Laundering). Even non-reporting corporates should align KYC and third-party due diligence to banking expectations. (SATP, BB)

1.7 Environmental & social permits

Many projects need an Environmental Clearance Certificate (ECC) under the Environment Conservation Act 1995 before setting up or expanding industrial units. Category (Green/Orange/Red) drives EIA depth and monitoring. (bangladeshbiosafety.org)

1.8 Cyber, data & digital laws

The Cyber Security Act 2023 replaced the Digital Security Act 2018. While penalties were moderated, businesses must still implement reasonable cybersecurity controls and governance for content and systems. Draft Personal Data Protection rules/ordinance (2025) are emerging—expect obligations for consent, retention, cross-border transfers, and breach notices. (ICNL, Human Rights Watch, ARTICLE 19, PPC Land)

1.9 Capital markets governance (listed companies)

Listed issuers must comply with the BSEC Corporate Governance Code 2018 (as amended), including independent directors, audit/nomination committees, and enhanced disclosures. (sec.gov.bd, icsb.edu.bd)

1.10 Competition law

The Competition Act 2012 (Bangladesh Competition Commission) prohibits anti-competitive agreements and abuse of dominance, and provides for investigations—including extraterritorial effects on Bangladesh markets. Compliance programs should include competition training, dawn-raid preparedness, and contract vetting. (Department of Printing and Publications, UN Trade and Development (UNCTAD))

2) The core compliance lifecycle: what to do and when

2.1 An annual cycle that boards understand

Quarter 1–2
🟩 Board approves audit plan and compliance calendar.
🟩 Internal controls review; refresh registers; confirm BO/shareholder mapping.
🟩 VAT monthly filings; WHT returns; labour compliance audit.

Quarter 3
🟩 Finalize audited FS; prepare AGM agenda & notices; committee reports (Audit/Risk).
🟩 Align tax provisioning with Income Tax Act 2023 and TP documentation.

Quarter 4
🟩 Hold AGM; file Schedule X within 21 days; submit FS within usual 30 days window; lodge director/officer changes (Form XII within 14 days).
🟩 File corporate tax return by the statutory due date (see Section 1.2).
🟩 Budget next year’s compliance and training plans. (app.roc.gov.bd, PwC Tax Summaries)

WHT/Withholding Snapshot: Bangladesh runs significant source deductions. Keep a calendar for Section 75A Withholding Returns—current forms state two filings per year (Jan 31 and July 31) unless superseded by updated NBR guidance. Always verify each year’s NBR circulars. (nbr.gov.bd)

3) Designing a practical compliance program (what “good” looks like)

TRW builds compliance systems that survive external scrutiny and internal growth.

3.1 Governance architecture

🟩 Board oversight via a charter mapping legal duties (Companies Act 1994) to committees (Audit/Risk/Remuneration) and management ownership.
🟩 Policy stack: Code of Conduct; Anti-Bribery & Corruption; Competition; AML/KYC; Conflicts; Gifts/Hospitality; Whistleblowing; Sanctions & Trade; Data & Cyber; ESG/Environment; HR/Disciplinary; Related-Party Transactions; Authorizations Matrix.
🟩 Registers: Directors’ interests; share transfers; contracts; RPTs; insider lists (for listed issuers). (sec.gov.bd)

3.2 Controls & documentation

🟩 Financial reporting aligned to FRC standards and IFRS adoption status; internal controls documented; management representation letters; robust audit committee minutes. (IFRS)
🟩 Tax pack: monthly VAT pack (invoices, Mushak reconciliations), WHT tracker, TP file (local file + master file alignment where applicable). (wts-advisory.com)
🟩 Labour/factory: contracts, attendance, wage ledgers, safety training logs, workplace committee minutes, fire drill records. (MCCIBD)
🟩 Environment: ECC, ETP/monitoring logs, hazardous waste manifests. (bangladeshbiosafety.org)
🟩 FX/Trade: AD bank approvals, Form A/B/E (as applicable), import/export docs, royalty/technical fee approvals, FE circular tracker. (BB)

3.3 Training & culture

🟩 Annual training on competition, anti-bribery, AML, and cyber; onboarding modules for new joins; tests & attestations retained for regulators. (Department of Printing and Publications)

3.4 Monitoring & assurance

🟩 Quarterly compliance report to the board; incident register; whistleblowing hotline with triage SLAs.
🟩 Independent testing: internal audit; third-party compliance audits; penetration tests (cyber).
🟩 Issue remediation: action plans with owners & dates; lessons learned to policy updates.

4) Bangladesh specifics foreign investors often miss

4.1 RJSC timing nuances

Many groups operate on global timetables; in Bangladesh the AGM and Schedule X cadence is strict. Put calendar holds 3–4 weeks after the audit sign-off to ensure 21-day filing speed. (app.roc.gov.bd)

4.2 Withholding tax design

Procurement and AP workflows must encode correct WHT sections and certificate issuance. NBR adjusts mechanics year-to-year; keep your chart evergreen. (Check NBR forms & circulars each July.) (nbr.gov.bd)

4.3 Transfer pricing reality

The rules are effective; documentation expectations are maturing. If your group has management fees, royalties, intercompany services, or recharges, maintain intercompany agreements, benefit tests, and the local file. (wts-advisory.com)

4.4 FX & remittance evidence

Royalties and service fees require arm’s-length support and AD bank comfort on purpose and pricing; missing paperwork is the #1 remittance delay. Track FE circulars—2025 FE circulars update importer/exporter instructions. (BB)

4.5 Environmental categories & ECC lead time

“Red” category industries have heavier study & clearance timelines—build this into plant expansion. (bangladeshbiosafety.org)

4.6 Cyber & data changes coming

Your compliance should anticipate data protection rules (consent, purpose limitation, cross-border transfer controls) as the 2025 draft ordinance takes shape. Audit data inventories and contracts now. (ARTICLE 19, PPC Land)

5) Special tracks for listed companies & regulated businesses

5.1 Listed issuers (DSE/CSE)

• BSEC Corporate Governance Code 2018: Independent directors; Audit and Nomination/Remuneration committees; corporate governance compliance certificate; directors’ report content; website disclosures; price-sensitive information governance. (sec.gov.bd)
• Disclosure discipline: timely board/AGM notices, audited FS, and market announcements.

5.2 Financial institutions & DNFBPs

Additional AML/CFT controls apply to banks, NBFIs, insurers, capital-market intermediaries and certain businesses—KYC/CDD, CTR/STR thresholds, sanctions screening, and BFIU reporting. (BB)

5.3 Manufacturing & export units

In addition to ECC and factory compliance, exporters will manage ERC/IRC flows and customs/VAT rebates through meticulous documentation. (bangladeshtradeportal.gov.bd, Trade.gov)

6) Cross-border alignment: making Bangladesh fit the group model

TRW frequently harmonizes Bangladesh entities with global compliance frameworks:

• Policies: Map global documents to Bangladesh law (e.g., incorporate local whistleblower escalation that respects the Cyber Security Act). (ICNL)
• Financial reporting: Ensure FRC/IFRS alignment in auditor engagement letters; reconcile group GAAP adjustments. (IFRS)
• TP & intercompany: Local file + master file references; AD bank approvals; FE documentation; contemporaneous testing. (wts-advisory.com)
• Competition: Training tailored to Bangladesh’s 2012 Act and BCC investigation powers. (Department of Printing and Publications)

7) A 90-day implementation plan (TRW’s field-tested rollout)

Days 1–15 — Discover & benchmark
🟩 Map legal entities, directors, committees, and existing filings; identify missed RJSC or tax deadlines.
🟩 Review last two years of VAT, WHT, and TP docs; sample contracts for WHT & competition risks.
🟩 Gap-assess labour/factory records; verify ECC status and category. (bangladeshbiosafety.org)

Days 16–45 — Stabilize & file
🟩 Clear critical filings: Schedule X, Form XII, pending annual accounts; apply for extensions if needed.
🟩 Fix VAT and WHT control breaks; update charts to match Income Tax Act 2023 and current Mushak obligations.
🟩 Draft or localize Code of Conduct, ABC, Competition, AML, Data/Cyber policies. (nbr.gov.bd, PwC Tax Summaries)

Days 46–75 — Systemize & train
🟩 Committee charters, risk registers, RPT policy; TP local file if thresholds met.
🟩 Competition & AML training; whistleblowing channels; incident playbooks. (Department of Printing and Publications)

Days 76–90 — Assure & automate
🟩 Board-level compliance report; audit trail.
🟩 Automate calendars (AGM, tax, VAT, WHT); integrate AD bank documentation checklists.
🟩 Approve next-year plan & testing.

8) Common pitfalls (and how TRW prevents them)

🟩 AGM/Schedule X slippage — solved with an integrated audit-to-AGM timetable and RJSC e-filing pack. (app.roc.gov.bd)
🟩 WHT mis-coding — solved via a live WHT matrix; accounts payable system rules; periodic NBR update reviews. (nbr.gov.bd)
🟩 TP blind spots (e.g., management fees) — solved with benefit tests, intercompany agreements, and local file mapping. (wts-advisory.com)
🟩 Remittance delays — solved by aligning TP, AD bank evidence, and FE circular compliance. (BB)
🟩 Out-of-date cyber/data policies — monitor CSA changes and draft PDPA/Ordinance; run breach simulations. (ICNL, ARTICLE 19)

9) TRW’s cross-border advantage (what you get with us)

• Scale: The largest international law firm based in Bangladesh with integrated teams across M\&A, tax, disputes, employment, trade, and regulatory.
• Sector depth: Energy & infra, fintech, manufacturing, retail, TMT, health care.
• Regulator fluency: Day-to-day experience with RJSC, NBR, BSEC, Bangladesh Bank, BFIU, DoE.
• Delivery: Playbooks, training, and calendars you can show to auditors, banks, investors, and boards without rewrites.

10) FAQs — corporate compliance in Bangladesh

Q1. What is the corporate tax return deadline for companies?
A. Generally, the 15th day of the ninth month following the end of the income year, or 15 September after the income year if earlier; subject to NBR extensions. Always check the current year’s notice. (PwC Tax Summaries, The Business Standard)

Q2. When is Schedule X due?
A. Within 21 days of your AGM. (app.roc.gov.bd)

Q3. How often do I file VAT returns?
A. Monthly, and pay VAT by the 15th of the following month. (PwC Tax Summaries)

Q4. Do Bangladesh entities need transfer pricing documentation?
A. If you have cross-border related-party transactions, yes—effective 1 July 2014 with OECD-style methods. (wts-advisory.com)

Q5. Does the Cyber Security Act replace the DSA?
A. Yes. The Cyber Security Act 2023 replaced the DSA 2018; compliance focus remains on cyber-related offences and system controls. (ICNL)

Q6. Are there environmental permits before building a factory?
A. Most industrial projects require an Environmental Clearance Certificate under the 1995 Act. (bangladeshbiosafety.org)

12) Compliance calendar & table (copy-ready)

13) How TRW engages (deliverables you can publish and use)

• Board-approved policy suite tailored to Bangladesh law and your sector.
• Compliance calendar with reminders and owners.
• RJSC e-filing kits (Schedule X, Form XII, minutes, notices).
• Tax operations pack (VAT/WHT matrices, TP local file, return checklist).
• Cyber/data playbooks aligned with the CSA 2023 and anticipated PDPA rules.
• Competition & AML training with sign-offs and testing records.

14) Final word: make compliance an asset

Compliance in Bangladesh is not merely an obligation—it’s a competitive differentiator for financing, tenders, and cross-border growth. With the Income Tax Act 2023 modernizing the fiscal regime, BSEC strengthening governance, and data/cyber laws evolving, companies that invest early in disciplined compliance save cost, accelerate remittances, and build investor trust. (nbr.gov.bd, sec.gov.bd)

Contact TRW Law Firm

Phones: +8801708000660 • +8801847220062 • +8801708080817
Emails: info@trfirm.com • info@trwbd.com • info@tahmidur.com
Offices: Dhaka — House 410, Road 29, Mohakhali DOHS • Dubai — Rolex Building, L-12 Sheikh Zayed Road