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RJSC Return Filing Process for Limited Company in Bangladesh

RJSC is the only legal authority for Limited Company Registration of Bangladesh. The RJSC (The Registrar of Joint Stock Companies and Firms) operates company-related works like Company formation, Partnership firm registration, Share Transfer, Share Allotment, Company return submission.

Return Filing Requirements is

  • Annual Return: Every calendar year must submit the company's annual return to RJSC, an Annual General Meeting must be held. The AGM must be conducted within 18 months of the company date of incorporation, after which no more than 15 months can elapse between one AGM and the next.
  • Regular Return: If any change in the board of directors or into the shareholder's structure or any other changes, a relevant return must be filed to the RJSC within a certain period.
Pre-Registration Documents

Returns Filing See the Guidelines:

  • Registered entities are to file to RJSC documents pertinent to management /operation of the respective entity in prescribed Forms and Schedules (called Returns Filing).
  • There are two (2) types of Returns Filing, viz., a) Annual Returns Filing and b) Returns Filing for any change in an entity.
  • Entities submit returns for filing at RJSC.
  • Entities pay filing fee and late filing fee (if applicable) to RJSC counter.
  • RJSC scrutinizes returns.
  • In case of any incomplete/incorrect submission, RJSC notifies the entity for remedial measures.
  • RJSC archives approved returns.

Returns to be Submitted:

Private companies are to submit the following returns for filing.

Required Documents for Company Registration in Bangladesh

A. Annual Returns

  1. Schedule X - Annual summary of share capital and list of shareholders, Directors: to be filed within 21 days of AGM [Section 36].
  2. Balance Sheet: to be filed within 30 days of AGM.
  3. Profit & Loss Account: to be filed within 30 days of AGM.
  4. Form 23B – Notice by Auditor: to be filed within 30 days of receiving appointment information from the company [Section 210 (2)].

B. Returns for Change

  1. Filled in Form III - Notice of consolidation, division, subdivision or conversion into stock of shares: to be filed within 15 days of consolidation and division etc. [Section 53 & 54].
  2. Filled in Form IV - Notice of increase share capital: to be filed within 15 days of increase of share capital/member [Section 56].
  3. Filled in Form VI - Notice of situation of Registered Office and of any change therein: to be filed within 28 days of establishment or change [Section 77].
  4. Filled in Form VIII – Special Resolution/ Extraordinary Resolution including name change, conversion into public company, alteration of the memorandum of association, alteration of articles of association etc : to be filed within 15 days of the meeting [Section 88 (1)].
  5. Filled in Form IX - Consent of Director to act: to be filed within 30 days of appointment [Section 92].
  6. Filled in Form XII - Particulars of the Directors, Manager and Managing Agents and of any change therein: to be filed within 14 days from the date of appointment or change [Section 115].
  7. Filled in Form XV - Return of allotment: to be filed within 60 days of allotment [Section 151].
  8. Filled in Form XVIII - Particulars of mortgages or charges: to be filed within 21 days of creation of the mortgage or charge [Section 159 & 391].
  9. Filled in Form XIX - Particulars of Modification of Mortgage or Charge: to be filed within 21 days of the date modification [Section 167(3) & 319].
  10. Filled in Form XXVIII - Memorandum of satisfaction of mortgage charge: to be filed within 21 days of the date satisfaction [Section 12 & 391].
  11. Filled in Form 117 - Instrument of Transfer of Shares.
  12. Digital copy of original Memorandum & Articles of Association

Public companies are to submit the following returns for filing.

Required Documents for Company Registration in Bangladesh

A. Annual Returns

  1. Schedule X - Annual summary of share capital and list of shareholders, Directors: to be filed within 21 days of AGM [Section 36].
  2. Balance Sheet: to be filed within 30 days of AGM.
  3. Profit & Loss Account: to be filed within 30 days of AGM
  4. Form 23B – Notice by Auditor: to be filed within 30 days of receiving appointment information from the company [Section 210 (2)].
  5. Filled in Form IX - Consent of Director to act: to be filed within 30 days of appointment [Section 92].
  6. Filled in Form XII - Particulars of the Directors, Manager and Managing Agents and of any change therein: to be filed within 14 days from the date of appointment or change [Section 115].

B. Returns for Change

  1. Filled in Form III - Notice of consolidation, division, subdivision or conversion into the stock of shares: to be filed within 15 days of consolidation and division etc. [Section 53 & 54].
  2. Filled in Form IV - Notice of increase share capital: to be filed within 15 days of increase of share capital/member [Section 56].
  3. Filled in Form VI - Notice of situation of Registered Office and of any change therein: to be filed within 28 days of establishment or change [Section 77].
  4. Filled in Form VII – Statutory report: to be filed after sending copy of the statutory report to the members not less than 21 days before meeting [Section 83].
  5. Filled in Form VIII – Special Resolution/ Extraordinary Resolution including name change, conversion onto the private company, alteration of the memorandum of association, alteration of articles of association etc.: to be filed within 15 days of the meeting [Section 88 (1)].
  6. Filled in Form IX - Consent of Director to act: to be filed within 30 days of appointment [Section 92].
  7. Filled in Form XII - Particulars of the Directors, Manager and Managing Agents and of any change therein: to be filed within 14 days from the date of appointment or change [Section 115].
  8. Filled in Form XV - Return of allotment: to be filed within 60 days of allotment [Section 151].
  9. Filled in Form XVIII - Particulars of mortgages or charges: to be filed within 21 days of the creation of the mortgage or charge [Section 159 & 391].
  10. Filled in Form XIX - Particulars of Modification of Mortgage or Charge: to be filed within 21 days of modification [Section 167(3) & 319].
  11. Filled in Form XXVIII - Memorandum of satisfaction of mortgage charge: to be filed within 21 days of satisfaction [Section 12 & 391].
  12. Filled in Form 117 - Instrument of Transfer of Share.
  13. Prospectus for the issue of shares: to be filed at least 3 days before the 1st allotment of share or debenture [Section 141].
  14. Prospectus following conversion of Private Company into Public company [Section 231].
  15. Digital copy of original Memorandum & Articles of Association.

A. Annual Returns

Required Documents for Company Registration in Bangladesh
  1. Balance sheet
  2. Profit & loss account or income or expenditure account (if not trading for profit).

B. Returns for Change

  1. Filled in form XL: Notice of alteration in charter, etc. [Section 277].
  2. Filled in form XLI: Notice of alteration in the address of the registered or principal office of the company [Section 277].
  3. Filled in form XLII: Notice of situation of the principal place of business in Bangladesh or of any change therein [Section 379 (I)].
  4. Filled in form XXXVIII: List of Directors and Managers [Section 379].
  5. Filled in form XXXIX: Return of persons authorized to accept service [Section 379].
  6. Filled in Form XVIII - Particulars of mortgages or charges: to be filed within 21 days of the creation of the mortgage or charge [Section 159 & 391].
  7. Filled in Form XIX - Particulars of Modification of Mortgage or Charge: to be filed within 21 days of modification [Section 167(3) & 319].
  8. Filled in Form XXVIII - Memorandum of satisfaction of mortgage charge: to be filed within 21 days of satisfaction [Section 12 & 391].
  9. Digital copy of original Memorandum & Articles of Association

A. Annual Returns

Required Documents for Company Registration in Bangladesh
  1. Filled in Form IX - Consent of Director to act: to be filed within 30 days of appointment [Section 92].
  2. Filled in Form XII - Particulars of the Directors, Manager and Managing Agents and of any change therein: to be filed within 14 days from the date of appointment or change [Section 115].
  3. Balance Sheet: to be filed within 30 days of AGM
  4. Income and Expenditure Account

B. Returns for Change

  1. Filled in Form VI - Notice of situation of registered office and of any change therein: to be filed within 28 days of establishment or change [Section 77].
  2. Filled in Form IX - Consent of Director to act: to be filed within 30 days of appointment [Section 92].
  3. Filled in Form XII - Particulars of the Directors, Manager and Managing Agents and of any change therein: to be filed within 14 days from the date of appointment or change [Section 115].
  4. Filled in Form XVIII - Particulars of mortgages or charges: to be filed within 21 days of the creation of the mortgage or charge [Section 159 & 391].
  5. Filled in Form XIX - Particulars of Modification of Mortgage or Charge: to be filed within 21 days of modification [Section 167(3) & 319].
  6. Filled in Form XXVIII - Memorandum of satisfaction of mortgage charge: to be filed within 21 days of satisfaction [Section 12 & 391].
  7. Digital copy of original Memorandum & Articles of Association
Required Documents for Company Registration in Bangladesh

A. Annual Returns

  1. Annual list of Managing Body: to be filed within 14 days of AGM or in January if the rules do not provide for an AGM.

B. Returns for Change

  1. Filing of Change of Address.
  2. Filing of Alteration of Name.
  3. Digital copy of original Memorandum of Association
Required Documents for Company Registration in Bangladesh
Returns for Change
  1. Filled in Form II – Notice of alteration of name or principal place of business of the firm.
  2. Filled in Form V – Intimation for the recording of changes in the constitution of a firm [Section 63 & Rule 4 (6)].
  3. Filled in Form VI – Notice of intimation for dissolution of the partnership firm [Section 63 (1) & Rule (6)].
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