RJSC Filings & Compliance in Bangladesh

by Tahmidur Remura Wahid | Aug 31, 2025 | Uncategorized | 0 comments

RJSC Filings & Compliance in Bangladesh (2025): The Complete, Practical Guide for Local & Foreign Companies

By TRW Law Firm — Corporate, Cross-Border & Compliance Practice

Executive Summary

This guide explains, step by step, how to incorporate and keep a company compliant with the Registrar of Joint Stock Companies & Firms (RJSC) in Bangladesh. It covers local private limited companies, One-Person Companies (OPCs), and foreign establishments (branch and liaison/representative offices). You’ll get exact sequences, form names, filing timelines, drafting tips, stamp duty and fee planning, annual calendars, and event-driven checklists—everything you need to set up correctly and stay bankable.

Use this if you want to:

Incorporate a new company (local or foreign-owned)
Register a branch or liaison office
Run annual returns and accounts on time
Record share allotments, transfers, capital increases, director/office changes, and charges
Avoid filing defects that delay banking, visas, trade licensing, customs codes, or tenders

Laws, fees, and forms can change. Treat amounts and internal processes as planning guidance; use current official schedules at the time you file.

1) RJSC in One Page: What It Does and Who Must File

RJSC is Bangladesh’s statutory registrar for:

Companies (private/public/OPC): incorporation and ongoing returns
Foreign companies with a presence in Bangladesh: branch and liaison offices
Partnership firms, societies, and trade organizations (not the focus of this article)

You must deal with RJSC when you:

Reserve a company name
Incorporate (MoA/AoA + statutory forms + fees/stamp duty)
Change directors/registered office/share capital/shareholders
File annual returns and financial statements
Create, modify, or satisfy a charge over company assets
Register and maintain the Bangladesh presence of a foreign company

2) Choose Your Route: Local Company vs. Foreign Establishment

A) Bangladeshi Company (Most Common)

Who chooses this? Exporters, importers, service providers, manufacturers, tech/SaaS, and any foreign sponsor seeking a scalable local footprint and the ability to raise capital or employ at scale.
Ownership: In most sectors, 100% foreign ownership is permitted (sectoral rules still apply).
Pros: Clean local KYC, direct invoicing in Bangladesh, seamless hiring and banking, easier M\&A.
Cons: Full local compliance (annual returns, audits where applicable, payroll, tax/VAT).

B) Foreign Company Establishment (Branch or Liaison/Representative Office)

Liaison/Representative Office: Non-commercial presence; no local sales. Expenses funded by inward remittances. Good for market development, coordination, and after-sales support.
Branch Office: Can carry out revenue-generating activities strictly within the approved scope.
Gateway: Prior approval from the investment authority (commonly BIDA), then RJSC registration as a foreign company.

Decision rule of thumb:
If you will sell locally, build teams, sign local contracts, or raise local capital, form a Bangladeshi company. If you will coordinate or support offshore sales only, and keep books as a cost center, consider liaison; for tightly scoped commercial activity, consider a branch.

3) Incorporating a Private Limited Company: End-to-End Steps

Step 1 — Name Clearance

Create an e-services account and apply for Name Clearance.
Validity: Time-bound (commonly around a month). Don’t let it lapse—finish drafting and signing within the window or renew.

Pro tips

Keep names distinctive and sector-appropriate.
For OPCs, include “(OPC)” in the name.
Screenshot or download your certificate; you’ll upload it later.

Step 2 — Draft the Constitution and Statutory Forms

Prepare the Memorandum of Association (MoA) and Articles of Association (AoA):

MoA: State your main objects broadly enough to avoid frequent amendments. Include ancillary powers (borrowing, security, guarantees, IP, tech licensing).
AoA: Share classes (if any), transfer restrictions, pre-emption rights, quorum, board/MD powers, dividend rules, meeting procedures, seal, and minutes.

Core incorporation forms (private company):

Form I – Application & declaration for registration
Form VI – Situation of registered office (and future changes)
Form IX – Director’s consent to act (one per director)
Form X – List of persons consenting to be directors
Form XII – Particulars of directors and manager (also used for later changes)

Drafting hygiene

Use full legal names matching passports/NIDs.
Capture residential addresses (not P.O. boxes).
Decide the financial year and first AGM month now (back-solve your audit timetable).

Step 3 — Stamp Duty on MoA & AoA

Pay stamp duty per the prevailing Stamp Act/Finance Act schedules.
Typical practice: one duty head for MoA (with AoA attached) and a separate duty for AoA, sometimes capital-linked.
Keep original paid vouchers and stamped sets; scan for portal upload.

Planning note:
Stamp amounts can change annually. Confirm current schedules for your filing year.

Step 4 — (Foreign Shareholders) Capital Inflow & Encashment

Open a provisional bank account in the proposed company name.
Remit paid-up capital from abroad (each remitter should appear as a shareholder per the cap table).
Obtain a foreign exchange encashment certificate (proof of inward remittance) to support incorporation and future repatriation eligibility.

Step 5 — Online Submission & Fee Payment

Upload: stamped MoA/AoA, Name Clearance, Forms I/VI/IX/X/XII, directors’ IDs, and encashment certificate (if foreign capital).
Generate and pay registration & filing fees (authorized capital slabs + per-document fees).
Where required, lodge the hard-copy set (signed/stamped originals plus fee proof).

Error-proofing

Names and addresses must match across MoA, AoA, and forms.
Ensure directors sign in the right places, with dates.
If a director is overseas, follow notarization/authentication instructions exactly.

Step 6 — Incorporation Outputs

RJSC issues:

Certificate of Incorporation (COI)
Certified MoA & AoA
Form XII confirming directors/manager in office

File these safely; you’ll use them for trade licence, tax registrations, VAT/BIN, banking, customs codes, sector approvals, tenders, and visas.

4) One-Person Company (OPC): What’s Different

Single shareholder with “(OPC)” in the name.
Statutory caps for paid-up capital and turnover apply; if you exceed them, conversion into a private/public company may be required.
Incorporation artifacts and many returns are similar to a private company, with OPC-specific consents and nominee arrangements.
Plan early for conversion if you expect rapid scale.

5) Foreign Establishments (Branch & Liaison): Two-Stage Process

Stage 1 — Investment Approval

Apply for approval (commonly to BIDA). The approval typically sets the scope, tenure, office address, and expatriate headcount.

Stage 2 — RJSC Foreign Company Registration

File the foreign-company pack (typical items):

Certified copies of the charter/statutes/MoA/AoA of the parent
Address of registered or principal office abroad
List of directors/managers of the parent
Persons authorized to accept service in Bangladesh
Principal place of business in Bangladesh

Operating guardrails

Liaison: non-commercial; expenses funded by inward remittance; no local invoicing.
Branch: revenue permitted within scope only; keep contracts, invoicing, and bank statements aligned with the approved activities.

Banking & accounting

Local bank account(s) in the branch/liaison name.
Maintain local books; file accounts as required for foreign companies.
Track approval expiry and renew on time.

6) After Incorporation: The Post-RJSC Setup Stack

A new company usually completes these, in order:

Trade Licence (city corporation/municipality) using the RJSC pack
e-TIN (corporate tax number) and VAT/BIN (if applicable)
Bank account finalization (COI, Form XII, board resolution, KYC)
IRC/ERC for import/export, if relevant
Sectoral approvals (e.g., environment/fire/industrial where required)
Payroll onboarding; expatriate visa/work permits if applicable

Board & registers

Adopt a signing matrix and bank mandates by board resolution.
Create statutory registers: members, transfers, charges, directors & secretaries, and minutes.

7) Annual Compliance: Meetings, Returns, and Financial Statements

A) AGM Timeline

First AGM: within 18 months of incorporation.
Thereafter, no more than 15 months between AGMs.
Approve the audited financial statements at the AGM.

B) Annual Filings (Private Company)

Schedule X (Annual Summary) — list of shareholders and directors and share capital position; file within 21 days of the AGM.
Financial statements (Balance Sheet and Profit & Loss Account) — file within 30 days of the AGM, with auditor’s report and the right officer/director signatures.

Calendar trick:
On day one, set a permanent AGM month (e.g., October), work backward to fix the audit completion date (e.g., mid-September), and set internal “green zones” for draft accounts, board sign-off, and printing.

8) Event-Driven Filings: Exactly What to File and When

A) Directors & Officers

Appointment: Board/shareholder approvals per AoA → Form IX (consent) and Form XII (particulars).
Deadlines: file Form IX within 30 days of appointment; Form XII within 14 days of change.
Resignation/Removal: Process per AoA/Companies Act, then Form XII within 14 days.

Good practice

Collect passport/NID, photo, TIN, and specimen signature during onboarding.
Update bank mandates immediately after RJSC acceptance.

B) Registered Office

Form VI within 28 days of establishing or changing the registered office.
Align all external records (bank, trade licence, utilities, VAT/BIN, customs) once RJSC reflects the new address.

C) Share Capital & Shareholder Changes

Increase in Authorized Share Capital

Special resolution (file as a resolution return)
Form IV (notice of increase) — within 15 days
Update MoA capital clause (where applicable)

Return of Allotment (new shares issued)
Form XV — within 60 days of the allotment resolution and receipt of consideration
If foreign investors subscribe, keep encashment certificates for each subscriber
Share Transfer (Private Company)

Check AoA pre-emption and board veto rights
Board approve; settle consideration
Execute Form 117 (instrument of transfer) with stamp duty on face value; signing is typically done in the presence of RJSC officials
Update registers and issue endorsed share certificates
Reflect changes in the next Schedule X

Avoid these traps

Issuing shares but forgetting to file Form XV within 60 days
Transfer documents without proper stamping or without RJSC execution

D) Charges (Mortgages) Over Company Assets

Creation: File Particulars of Charge within 21 days of creation
Modification: File Modification within 21 days
Satisfaction: File Satisfaction within 21 days of full repayment

Why it matters

Banks will not finalize facilities unless your charge filings are clean.
A missed 21-day window can break priority or require corrective action that delays financing.

E) Name Change, Business Objects, or Articles Amendments

Pass a special resolution and file it with RJSC (resolution return).
File updated MoA/AoA text where required.
Update every external registry afterward (bank, trade licence, VAT/BIN, contracts, stationery, domain, seals).

9) Stamp Duty, Fees, and Payments: How to Budget

You will encounter three cost types:

Name clearance (nominal portal fee)
Stamp duty on MoA & AoA (amounts defined in the current Finance Act/Stamp schedules)
RJSC registration & filing fees (authorized capital slabs + per-document fees at incorporation and for subsequent returns)

Working method

Fix your authorized capital early (it drives the main registration fee).
Estimate stamp duty based on current schedule; allow a buffer for changes.
Keep proof of payment and stamped originals in a corporate deeds file.

10) Share Transfer: A Micro-SOP You Can Follow Blindfolded

Trigger: Shareholder notice → gather buyer/seller KYC
AoA checks: Pre-emption rights; directors’ refusal grounds
Consideration: Agree price and payment channel; for cross-border parties, align bank evidence wordings early
Board resolution: Approve transfer & authorize Form 117 execution
Form 117 execution: Stamp duty; sign in the presence of RJSC officials as typically required
Registers & certificates: Update member register; endorse/issue share certificates
Schedule X: Reflect the new cap table at the next annual return

11) Increase Authorized Capital: The 4-Step Drill

Special resolution approving the increase
Form IV within 15 days
Update MoA capital clause if structured that way
Keep certified copies ready for banks, VAT/BIN, IRC/ERC, and tender submissions

12) Branch/Liaison Lifecycle: From Approval to Renewal and Exit

Set-up

Approval (scope, tenure, expatriate quota, office address)
Open bank account; inward remittance for start-up and expenses
File the foreign-company pack at RJSC

Operations

Keep activities strictly within scope (particularly for branches)
Maintain local books and supporting vouchers
File required returns and accounts under the foreign company provisions

Renewal & closure

Track approval expiry months in advance
Prepare closure filings and deregistration steps (tax/VAT, labour, lease, utilities) if exiting

13) Governance Toolkit: What Mature Companies Do Right

Board rhythm: Scheduled meetings for quarter closes, budgets, and AGM prep
Minute books: Precise, signed minutes; resolutions numbered and cross-referenced
Registers: Members, transfers, charges, directors/secretaries, and significant decisions
Mandate maps: Bank mandate matrix, specimen signatures, and signing limits
Document room: Separate folders for incorporation deeds, share certificates, resolutions, charges, audits, tax filings, HR, and litigation
Compliance dashboard: Tick-box matrix listing every filing, due date, responsible owner, and actual completion date

14) 30/60/90-Day Compliance Calendar (Copy-Paste)

Day 1–30 (Incorporation Month)

Name clearance confirmed
MoA/AoA + Forms I, VI, IX, X, XII finalized and signed
Stamp duty paid; foreign capital remitted (if any); encashment certificate secured
Portal filing & fees paid; hard-copy hand-in completed where required
COI, certified MoA/AoA, and Form XII received
Trade licence, e-TIN, VAT/BIN started; bank KYC resolution passed

Day 31–60

Bank account operational; payroll set up
Registers (members/transfers/charges/directors/minutes) created
If expatriates: prepare visa/work permit packs
Fix AGM month and audit timetable; appoint auditor

Day 61–90

Draft finance SOP (monthly closes, voucher trails, retention)
Dry-run of Schedule X population from register data
Templates ready: Form XV (allotment), Form 117 (transfer), Form IV (capital), charge forms
Compliance dashboard rolled out to finance/secretariat

15) Common Pitfalls and How to Dodge Them

Lapsed Name Clearance: book signings before the window ends; renew early if risk of delay.
Narrow objects clause: write main objects broadly; add ancillary powers.
Late Schedule X: pre-build from the share register and lock the AGM date months ahead.
Director changes without filings: file Form IX and Form XII together; update bank mandates the same week.
Allotment filings missed: Form XV must be filed within 60 days—calendar it the day you pass the allotment resolution.
Charge filings missed: the 21-day clock is unforgiving; don’t rely on lenders to file on time.
Transfer without RJSC execution: plan Form 117 signings early—especially for overseas transferors.

16) Practical Templates (Plain-English, Fill-in-the-Blanks)

A) Board Resolution — Opening Bank Account & Mandate

“RESOLVED that a current account in the name of the Company be opened with [Bank]; that any two Directors jointly, or one Director and the Managing Director jointly, be authorized signatories; that the Bank be furnished with specimen signatures; and that this resolution remain in force until revoked in writing by the Company.”

B) Board Resolution — Allotment of Shares

“RESOLVED that pursuant to the Articles, the Company hereby allots [●] ordinary shares of Tk [●] each at par/premium of Tk [●] to the persons set out in Annex-A against receipt of consideration as evidenced; and that the officers do file the statutory return of allotment within the prescribed period.”

C) Share Transfer Board Minute

“RESOLVED that the transfer of [●] shares from [Transferor] to [Transferee], as per duly stamped and executed instrument of transfer (Form 117), be and is hereby approved; that the name of the Transferee be entered in the Register of Members; and that a new share certificate be issued upon cancellation of the old certificate.”

D) Registered Office Change Minute

“RESOLVED that the registered office of the Company be shifted from [old address] to [new address] with effect from [date]; that the statutory notice be filed; and that all stakeholders, regulators, and banks be notified.”

17) FAQs (Fast Answers for Busy Teams)

Q1. Can a foreigner own 100% of a Bangladeshi private limited company?
Yes in most sectors (subject to sectoral caps/approvals). Ensure subscription money is remitted and encashed properly for proof and repatriation rights.

Q2. What is the timeline to get incorporated?
Where documents are in order and stamping/payment is efficient, incorporation can be quite fast. Delays usually come from name clearance lapses, incomplete forms, or director KYC gaps.

Q3. Do I need to be physically present?
Most steps can be handled locally via authorized representatives. Share transfers typically require the transferor to execute Form 117 in the presence of RJSC officials—plan travel or power of attorney arrangements.

Q4. When is the first AGM due?
Within 18 months of incorporation; thereafter, hold one every calendar year with no more than 15 months between two AGMs.

Q5. What happens if we miss Schedule X?
You risk penalties and defects that show up in bank KYC, tenders, or diligence. Cure promptly by holding the AGM, finalizing audited accounts, and filing all overdue returns.

Q6. Can a liaison office invoice locally?
No. A liaison/representative office is non-commercial and funded by inward remittances. A branch may generate revenue strictly within its approved scope.

18) On-Page SEO Tips (So This Page Ranks)

Primary keyword targets: “RJSC filings Bangladesh,” “incorporation Bangladesh,” “RJSC forms,” “Schedule X Bangladesh,” “share transfer Form 117,” “Bangladesh company compliance,” “BIDA branch liaison registration.”
H2/H3 structure: Use the headings in this article as anchors; include “RJSC forms,” “AGM annual return,” “share transfer,” “authorized capital increase,” “branch/liaison registration.”
Featured snippet candidates:
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FAQ schema (if you publish on your site): Convert the FAQ section into JSON-LD.
Internal UX: Add downloadable checklists (Schedule X template, director onboarding pack, share transfer SOP).
Meta title (60 chars): “RJSC Filings & Company Compliance in Bangladesh (2025 Guide)”
Meta description (155–160 chars): “Step-by-step RJSC incorporation and annual compliance for local and foreign companies. Forms, timelines, checklists, and best practices.”

19) The TRW Way: End-to-End Without Drama

Incorporation: Name clearance, MoA/AoA drafting, stamping, forms, filing, and issuance
Banking: Board mandates, KYC packs, and relationship setup
Compliance: AGM calendar, Schedule X pack, accounts filing, charge filings
Capital & ownership: Allotments, transfers (Form 117), authorized capital increases
Foreign sponsors: Branch and liaison approvals and RJSC foreign company packs
Ongoing: Company secretarial, minutes, registers, and annual maintenance

Contact TRW Law Firm
Phones: +8801708000660 · +8801847220062 · +8801708080817
Emails: [email protected] · [email protected] · [email protected]
Offices: Dhaka — House 410, Road 29, Mohakhali DOHS • Dubai — Rolex Building, L-12 Sheikh Zayed Road

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Loading… | 5 MIN READ | BY TAHMIDUR REMURA WAHID