Annual Filing

Company Annual Filing

Establishing a private limited company is often the suitable option for both foreign and local investors as it keeps the liability of the investors limited to the amount invested in the company. In order to establish a private limited company, the investors need to register the company at the Company House of Bangladesh, namely, Registrar of Joint Stock Companies And Firms (RJSC), with the following documents:

  • Name clearance certificate
  • Executed Articles and Memorandum of association of the company
  • Executed relevant forms (eg Form IX, XII etc)
  • Copy of National ID of all the proposed local shareholders and directors
  • Copy of Tax Identification Number (TIN) Certificate of all the proposed local shareholders and directors.
  • Copy of passport of all the proposed foreign shareholders and directors
  • Two passport size photographs of all the proposed shareholders and directors
  • Encashment certificate of the foreign investment in case of shareholders

Accounting Services

Branch Office

Once the company is registered, the company shall have to abide by the provisions of Companies Act 1994 and the regulations of RJSC. As a result, one of the conditions that a company needs fulfill is that it has to hold at least one Annual General Meeting (AGM) of the shareholders and update the minutes and the related documents including the audited financial report to RJSC on yearly basis, which can also be termed as “RJSC yearly filing”. It is to be noted that as per the law, a company needs to hold at least one AGM in every fifteen (15) months, however, it can hold its first AGM with in eighteen (18) months from the date of its incorporation, i.e., the incorporation date mentioned in the incorporation certificate. 

The general documents which are required to be filed at the time of yearly filings are as below:

  • Minutes of the AGM duly signed by the quorum of the shareholders as set in the articles of association f the company
  • Schedule X of the company duly executed by the directors of the company
  • Original copy of the audited financial report which needs to be duly signed by the auditor and the directors of the company
  • Form 23B