Corporate Secretarial Services in Bangladesh

A TRW Law Firm Guide for Boards, Founders, CFOs, and Global Investors

Corporate secretarial (co-sec) work is the quiet engine of corporate governance. It is where strategy meets statute—where a brilliant deal, a new funding round, a cross-border expansion, or an IPO is converted into legally sound board actions, filings, registers, and approvals that withstand regulatory scrutiny. For more than a decade, TRW Law Firm has delivered market-leading corporate secretarial services in Bangladesh for local conglomerates, multinationals, private equity–backed portfolio companies, listed issuers, and ambitious startups. As the largest cross-border law firm operating from Bangladesh—with teams spanning Dhaka, Chattogram, Sylhet, Dubai, London, and counsel networks across key jurisdictions—we bring a rare mix of scale, precision, and international fluency to your governance and compliance program.

This guide explains what “corporate secretarial” means in the Bangladeshi context, the regulatory landscape, the services you will need across the company lifecycle, how TRW structures engagement and service delivery, and what boards and founders should do today to reduce risk, accelerate approvals, and stay investor-ready all year long.

What “Corporate Secretarial” Means in Bangladesh

In Bangladesh, “corporate secretarial” refers to the full set of statutory, regulatory, and governance tasks needed to keep a company compliant and investor-ready. It includes (without limitation):

• Incorporation support and post-incorporation formalities
• Maintenance of statutory registers and minute books
• Drafting and managing resolutions, notices, and minutes for Board/AGM/EGM
• Event-driven filings with the Registrar of Joint Stock Companies and Firms (RJSC)
• Approvals and renewals with government and sector regulators (BIDA, BEZA, BEPZA, BSEC, Bangladesh Bank, City Corporations/Pourashavas, and others)
• Share issuances and transfers (domestic and cross-border), capital increases, and alterations of constitutional documents
• Director/officer appointments, resignations, and KYC/AML diligence
• Tax/VAT/TIN/BIN and license renewals coordination alongside corporate registries
• Governance advice, board calendars, and compliance dashboards for management and investors

For listed companies, corporate secretarial also interfaces with the corporate governance code and disclosure regime. For foreign-invested companies and cross-border transactions, it connects to Bangladesh Bank reporting, foreign exchange regulations, dividend repatriation, and capital account rules.

Why TRW: Scale, Cross-Border Mastery, and Tech-Enabled Delivery

Largest cross-border practice operating from Bangladesh. TRW is structured to serve both domestic and international clients end-to-end. That means one coordinated team can handle your RJSC filing, board approvals, Bangladesh Bank reporting, BIDA approvals, and foreign shareholder documentation—while also aligning with counsel requirements in the UK, US, EU, or MENA when your governance action has multi-jurisdictional impact.

Sector breadth. From power & infrastructure to fintech, manufacturing, apparel, logistics, telecoms, pharmaceuticals, media, and technology, we understand sector-specific approval pathways and risk hotspots.

Technology you can feel. Clients receive a compliance calendar, a shared (secure) e-dataroom of registers and minutes, digital resolution/notice templates, and a service desk with trackable SLAs. We aim to reduce “where is that document?” to zero.

Board-friendly outputs. Every deliverable is built for speed and auditability: version-controlled minutes, annotated resolutions, filing receipts, status trackers, and a clean archive for due diligence.

The Regulatory Landscape at a Glance

• Companies Act, 1994 (as amended) & RJSC practice – Incorporation, share capital, statutory registers, board/shareholder meetings, event-driven filings.
• Bangladesh Securities and Exchange Commission (BSEC) regime – For listed issuers: corporate governance code, price-sensitive disclosures, insider lists, and related-party approval mechanics.
• Income Tax Act, 2023; VAT & SD Act, 2012 – TIN/BIN, director/KMP payroll compliance, and corporate secretarial coordination with tax/VAT filings.
• Bangladesh Bank & foreign exchange – Reporting for FDI, foreign shareholder transactions, shareholder loans, and dividend repatriation.
• Investment/Zone Authorities – BIDA, BEZA, BEPZA approvals and renewals.
• Labor & Employment – Board-level compliance intersects with employment law when appointing directors, KMPs, or approving ESOPs.
• City Corporations/Pourashavas & Trade Licenses – Registered office, trade license, and nameplate/renewal coordination.

Note: Regulations evolve. TRW monitors changes and updates client calendars, templates, and filing strategies accordingly.

Lifecycle View: From Incorporation to Exit

1) Incorporation & First 100 Days

• Name clearance and drafting of Memorandum & Articles tailored to your funding and governance model
• First board meeting pack: adoption of common seal (if used), appointment of directors/KMPs, bank account opening, registered office confirmation, share issuance and certificates, adoption of fiscal year and auditors
• TIN, VAT/BIN, trade license, and sectoral permits coordination
• Statutory registers set-up (members, directors, charges, transfers, etc.), digital minute books, and compliance calendar

2) Annual & Periodic Compliance

• AGM/EGM notices, agendas, quorum planning, and minutes; board meeting schedules and packs
• Annual returns and financial statements filing coordination, auditors’ re-appointment
• Director/KMP changes, disclosure logs, and conflict of interest registers
• Routine renewals (trade license, factory license, fire/environment depending on sector) aligned with corporate filings

3) Event-Driven Transactions

• Share transfers (onshore/offshore), issuance of new shares, capital increases/reductions
• Alteration of name, registered office, object clause, share capital clauses
• Creation/registration/satisfaction of charges and security packages
• Related-party transactions, inter-company loans, and intragroup restructurings
• Entry/exit of foreign shareholders; Bangladesh Bank reporting and bank documentation
• Demerger, merger, and pre-IPO grooming for governance readiness

4) Branch & Liaison Offices

• Initial permission, renewals, scope compliance, appointment of authorized executives, payroll/tax/VAT interfaces, document legalization and reporting

5) Winding Up/Strike-off/Exit

• Voluntary striking off or winding up, final returns, bank account closure, tax clearance certificates, employment and asset offboarding

TRW’s Corporate Secretarial Service Catalogue (What We Do, Precisely)

Governance & Meetings

• Yearly board calendar, meeting packs, and drafting of board/committee charters
• AGM/EGM planning, statutory notice drafting, proxy management, quorum checks
• Minutes that satisfy auditors, regulators, and future transaction due diligence
• Director onboarding/offboarding: KYC, consents, disclosures, and filings
• D\&O registers, conflict-of-interest policies, and insider lists (for listed issuers)

RJSC & Companies Act Filings

• Annual returns and event-driven forms for:
• Director/CEO/Company Secretary appointments or resignations
• Alteration of share capital (increase, subdivision, consolidation), class creation
• Registered office change and company name change
• Allotment of shares and issuance of share certificates
• Transfer/Transmission of shares and maintenance of the Register of Members
• Charge creation/registration and satisfaction
• Amendments to Memorandum & Articles of Association

Foreign Investment & Forex Coordination

• Bangladesh Bank compliance for FDI inflows, share subscriptions by non-residents, shareholder loans, and dividend repatriation
• Bank documentation (encashment certificates, FIRC-type evidence, inward remittance support) and regulator queries
• Cross-border share transfer workflows (approvals, valuation, and filings where applicable)

Licenses & Renewals (Corporate-Facing)

• Coordination for trade license, TIN/BIN, and sectoral renewals intersecting with corporate filings
• Registered office compliance (name board, lease documentation, change filings)
• Factory/Fire/Environment interfaces where governance actions trigger updates

Capital Actions & Transactions

• ESOP/option plan documentation tailored to Bangladeshi practice
• Convertible or preference structures (where available), class terms, and investor rights integration into Articles and SHAs
• Data room curation for investors, lenders, and rating agencies

Listed/Regulated Company Support

• BSEC governance code uplift, insider trading compliance, and disclosure controls
• Board committee frameworks: Audit, NRC, CSR/ESG, Risk
• Price sensitive information (PSI) handling protocols and documentation trails

Branch/Liaison Office Management

• Permission/renewal scope management and conditions compliance
• Governance documentation, expatriate secondments, and local compliance coordination
• Conversion or exit strategies (branch to subsidiary, closure)

Exit & Housekeeping

• Strike-off or winding-up planning, final returns, charge satisfaction, and tax/VAT clearances
• Corporate housekeeping clean-up before fundraising, listing, or exit diligence

Packages & Service Levels

Essential Compliance (Private Ltd.)
For lean teams or early-stage startups: annual return, two routine board meetings, AGM support, director change filings, basic register maintenance, and a live compliance calendar.

Growth & Investor-Ready
For scaleups and PE/VC-backed companies: quarterly board cadence, option plan documentation, event-driven filings (cap table changes, charges), investor reporting packs, and Bangladesh Bank coordination for foreign rounds.

Listed/Regulated
For listed or heavily regulated entities: governance code uplift, committee charters, insider lists, PSI controls, quarterly/half-yearly meeting cadence, and regulator engagement.

All tiers include a named TRW engagement partner, an on-call company secretarial manager, and SLA-based response times. Custom add-ons (branch/liaison, M\&A, demergers, IPO preparation) are available.

Foreign Investors & Cross-Border Boards: What Changes

• Document formalities: legalization/apostille, notarizations, and certified IDs for non-resident directors and shareholders are coordinated upfront to avoid filing defects.
• Bank & FX evidence: inward remittance proofs and bank letters are aligned with Bangladesh Bank reporting to enable share allotment to non-residents and future repatriation.
• Resolution hygiene: board/consent templates anticipate multi-jurisdiction execution, bilingual needs, and time zone logistics.
• Tax/VAT interplay: corporate changes often trigger tax/VAT updates—TRW integrates co-sec workflows with tax to keep official records consistent across authorities.
• Group restructurings: if shares move within a group, we align steps with overseas counsel to ensure valuation, consents, and filings meet both Bangladesh and home-jurisdiction rules.

Deliverables You Receive (Investor-Grade)

• A Compliance Calendar with statutory due dates, board cycles, and renewal reminders
• Board and shareholder minutes, resolutions, and attendance records in audit-ready format
• Statutory registers (members, directors, charges, transfers, etc.), digitally maintained and exportable
• Filings pack: signed forms, submission receipts, and acknowledgements archived in your secure data room
• Cap table snapshots updated after each issuance/transfer
• Governance playbook: charters, conflict policy, PSI protocol (for listed), and board onboarding kit

Typical Timelines (Indicative, Not Legal Advice)

• Director/Officer change: draft/resolution same or next business day; filing as per RJSC queue once signed
• Registered office change: documentation within 1–2 business days; filing per RJSC schedule
• Share allotment to non-residents: sequencing depends on bank evidence and FX reporting; we target complete packs within days of receipt
• Charge creation/registration: draft security board pack within 2–3 business days; filing on execution
• AGM: notice periods planned per Articles/Companies Act; minutes delivered promptly post-meeting

TRW commits to service SLAs in your engagement letter and adjusts for regulator backlogs or extraordinary documentation requirements.

Risks of Non-Compliance (Why Boards Should Care)

• Personal exposure: directors and officers can face penalties for defaults under corporate laws.
• Financing friction: lenders and investors expect immaculate registers, filings, and minutes—gaps delay deals or worsen terms.
• Tax/VAT mismatches: inconsistent corporate records vs. tax/VAT databases trigger audits and penalties.
• Repatriation roadblocks: missing FX paperwork can block dividend or exit proceeds for years.
• IPO or listing delays: corporate housekeeping issues are among the top reasons listing timetables slip.

How We Work With You

1. Scoping & Kick-Off – We map your structure, authorities touched (RJSC, BIDA/Zone, Bangladesh Bank, etc.), and the board cadence you prefer.
2. Data Room Set-Up – We organize your registers, minutes, approvals, and filings into a clean, searchable repository.
3. Calendar & SLA – You receive due dates, owners, and escalation paths; we agree a quarterly board rhythm.
4. Execution & Tracking – TRW drafts, circulates, and files; you see status live in your tracker.
5. Quarterly Governance Review – We recommend improvements, refresh policies, and flag upcoming regulatory changes.

Special Topics (High-Value Actions We Handle Frequently)

Share Transfers & Capital Increases

We structure approvals, draft transfer instruments, manage valuation and stamp considerations, update registers, and file event forms. For foreign legs, we coordinate FX evidence and Bangladesh Bank reporting to avoid repatriation problems later.

Alteration of Articles & Share Classes

If your term sheet demands new classes, liquidation preferences, anti-dilution, or board rights, we craft Article amendments that fit Bangladeshi practice and investor standards, sequence approvals/filings, and update corporate records end-to-end.

Charges & Security Packages

Whether for working capital or project finance, we prepare board packs, coordinate registration of charges, and deliver filing proofs that satisfy lenders and rating agencies.

Branch/Liaison Office Renewals

We manage renewals, bank evidence of inward remittances for expenses, authorized signatory changes, and ensure activity stays within permitted scope.

Pre-IPO Governance Uplift

We align board committees, charters, insider controls, related-party frameworks, and disclosure workflows with listing expectations—reducing friction with auditors and the exchange.

Comparative Lens: Bangladesh vs. UK/US (For Multinational Boards)

• Appointment/Removal Formalities: Bangladesh requires bespoke filings and evidence at RJSC; UK/US changes can be quicker but rely heavily on internal records.
• FX & Capital Account: Bangladesh’s foreign shareholder actions link to Bangladesh Bank reporting; this step doesn’t exist in the same way in the UK/US.
• Articles vs. Charter/Bylaws: Bangladesh Articles must be carefully crafted to reflect investor rights; US entities often rely on SA/Shareholders’ Agreements plus bylaws and preferred terms.
• Disclosure Regimes: Listed-company PSI/insider control requirements are more explicit in day-to-day co-sec for Bangladesh issuers than many private companies in the UK/US.

TRW translates these differences into practical steps and templates so global boards never lose time to formatting or formalities.

Pricing Approach

We work on transparent, fixed-fee retainers aligned to your complexity (private, growth, listed/regulated) plus menu-based fees for event-driven actions (capital raise, charge registration, branch renewal, etc.). You will always know the scope, the owner, and the SLA.

FAQs

1) Is a full-time Company Secretary mandatory?
For public/listed companies, a dedicated, qualified Company Secretary is expected under governance norms. For private companies, the role can be outsourced—TRW regularly serves as company secretarial manager on retainer.

2) Can TRW act as the named Company Secretary?
Yes. We can serve in an outsourced capacity, or support your in-house CSO with drafting, filings, and board processes.

3) How fast can a director change be filed?
We draft within hours, manage signatures, and file promptly subject to regulator queues and document readiness.

4) We are bringing in a foreign investor. What’s different?
Evidence of inward remittance and Bangladesh Bank reporting are critical. We structure steps so share allotment and future repatriation are protected.

5) Can TRW maintain our statutory registers and minute books digitally?
Yes. You receive a secure e-dataroom with exportable registers, minutes, resolutions, and filing receipts.

6) Will TRW coordinate tax/VAT changes linked to corporate filings?
We align corporate secretarial actions with tax/VAT/licensing updates to keep government records in sync.

7) What if we missed filings last year?
We run a housekeeping audit, correct registers, prepare remedial filings, and handle regulator correspondence to regularize your position.

8) Do you support ESOPs and investor-grade Articles?
Yes. We tailor articles/share classes and help implement option plans consistent with Bangladeshi practices and investor expectations.

9) Can you help with BIDA/BEZA/BEPZA renewals and liaison office permissions?
Yes—end-to-end, including tracking expiry, compiling evidence, and filing on time.

10) How do we start?
Share your current cap table, articles, last two years’ minutes/returns, and a list of pending actions. We set up a kickoff within days.

How to Engage TRW

We recommend a Governance Health Check as a first step: a rapid review of your registers, minutes, returns, cap table, and approvals to identify gaps and create a 90-day remediation plan. Thereafter, a retainer keeps the calendar tight, the filings current, and the board organized—so you can raise, expand, and exit without surprises.

To learn more about our cross-border corporate and commercial work, visit TRW Law Firm – Corporate & Commercial.

TRW Contact & Global Presence

Contact Numbers
+8801708000660
+8801847220062
+8801708080817

Emails
info@trfirm.com
info@trwbd.com
info@tahmidur.com

Global Law Firm Locations

• Dhaka: House 410, Road 29, Mohakhali DOHS
• Dubai: Rolex Building, L-12 Sheikh Zayed Road

Summary Table — Corporate Secretarial Services (Bangladesh)

*Timelines are indicative and depend on regulator queues and document readiness.

Closing Note

Great boards minimize surprises. In Bangladesh, that means getting corporate secretarial right—every quarter, every transaction, every approval. TRW’s co-sec team is built to do exactly that: we anticipate the filings behind your strategy, orchestrate multi-authority workflows, and give you investor-grade documentation—backed by the largest cross-border legal platform operating from Bangladesh. When you are ready to upgrade compliance from a cost center to a competitive advantage, we are ready to lead.

Speak to TRW’s Corporate Secretarial Desk today:
+8801708000660 · +8801847220062 · +8801708080817
info@trfirm.com · info@trwbd.com · info@tahmidur.com

This guide is for general information only and is not legal advice. For tailored advice, please contact TRW.