Filing returns with the Registrar of Joint Stock Companies and Firms (RJSC) is a mandatory compliance process for all registered companies in Bangladesh. It ensures legal transparency, accountability, and the maintenance of a company’s active status under the Companies Act 1994.

⚖️ Why is RJSC Return Filing Important?

Filing the annual return is not only for compliance but crucial for several reasons:

• Legal Obligation: Compliance with the Companies Act 1994 is mandatory.
• Maintaining Corporate Legitimacy: Companies that fail to file returns risk losing their legal status.
• Corporate Transparency: Ensures shareholders, investors, and banks can access up-to-date company information.
• Business Opportunities: A company with updated RJSC compliance is more credible when seeking loans, investors, or tenders

📑There are two (2) types of returns, viz., ‘Annual Returns’ and ‘Returns for Changes”

1️⃣ Annual Returns

All registered companies must file annual returns after holding each Annual General Meeting (AGM). According to Section 36 of the Companies Act 1994, every company with share capital must submit an annual return to the RJSC within 21 days of its AGM. This return typically includes:

• The company’s authorized and paid-up share capital
• List of shareholders and their respective shareholdings
• Classes and numbers of shares issued
• Details of directors, managing director, and company secretary
• Any changes in directors or shareholders during the year

📘Required Documents:  

The following documents are required every Company:

• Schedule X: Annual summary of share capital and list of shareholders and directors (to be filed within 21 days of AGM)
• Balance Sheet: To be filed within 30 days of AGM
• Profit & Loss Account: To be filed within 30 days of AGM
• Form 23B: Notice by auditor, within 30 days of receiving appointment information

In addition to the above documents, public companies are required to submit the following documents:

• Form IX: Consent of Director to act (within 30 days of appointment)
• Form XII: Particulars of Directors, Manager, and Managing Agents, or any changes (within 14 days of change)
• Form VII: Statutory report (within 21 days before the statutory meeting)
• Prospectus: Filed at least 3 days before the first share/debenture allotment

2️⃣ Returns for Changes

Whenever there is a change in company information (e.g., share capital, directors, registered office), the RJSC requires specific forms to be filed within stipulated time limits. The following documents are required for respective changes:

• Form III: Notice of consolidation/division of shares (within 15 days)
• Form IV: Notice of increase in share capital (within 15 days)
• Form VIII: Special or Extraordinary Resolutions — name change, conversion, or alteration of MoA/AoA (within 15 days)
• Form IX: Consent of Director to act (within 30 days)
• Form XII: Particulars of Directors, Manager, or Managing Agent changes (within 14 days)
• Form XV: Return of allotment (within 60 days)
• Form XVIII: Particulars of mortgages or charges (within 21 days)
• Form XIX: Modification of mortgage or charge (within 21 days)
• Form XXVIII: Satisfaction of mortgage or charge (within 21 days)
• Form 117: Instrument of Transfer of Shares
• Digital Copy: Memorandum & Articles of Association
• Form VI: Notice of registered office location or change (within 28 days)

📋Step-by-Step Procedure for Filing RJSC Returns

1️⃣Get Audited Financial Statements:

In Bangladesh, every registered company — whether private limited, public limited, or foreign subsidiary — is legally required to have its financial statements audited annually by a licensed Chartered Accountant (CA) firm. This audit ensures accuracy, transparency, and compliance with the Companies Act 1994 and Income Tax Ordinance 1984. Learn “How to Get Audited Financial Statements in Bangladesh (Step-by-Step Guide)”

2️⃣Conduct the Annual General Meeting (AGM)

The company must hold an AGM within the stipulated period (usually within 18 months after incorporation and annually thereafter).

3️⃣Preparing Required Documents

• Schedule X  (Annual Return)
• Audited financial statements
• Necessary Board resolution approving the changes (if required)
• Additional applicable forms and documents for changes like, Changes in shareholding position, changes of directors, Amendments to Memorandum and Articles of Association, Winding Up and Dissolution Returns.

4️⃣Submit to RJSC Portal

You can submit your documents in either of two ways:

• Online Submission: Visit the RJSC official portal and submit via your company profile.
• Pay the Prescribed Fees: After submitting, the system will generate a payment slip. The fee must be paid to the designated bank to confirm your submission.
• Hard Copy Submission: Submit physically a copy of above-mentioned documents with forwarding at RJSC office.

⚠️ Consequences of Late or Non-Filing

If you fail to file the annual return within the deadline:

• Court permission will be needed incase of failure to hold AGM within stipulated time.
• A daily penalty of BDT 500 applies until submission, with a maximum fine of BDT 1,000.
• The company’s legal status may be questioned, and it may face challenges in: Opening or maintaining a bank account, Raising capital or investment Participating in government or corporate tenders.

✅ Best Practices for Compliance

• Always file within 21 days after your AGM.
• Ensure accuracy in all submitted data.
• Keep audit reports and board resolutions ready.
• If needed, consult a corporate lawyer or professional firm to avoid errors.

Maintaining annual compliance through timely RJSC return filing not only fulfills legal obligations but also enhances the credibility and transparency of your company. It’s an essential part of doing business in Bangladesh — ensuring your company remains active, compliant, and ready for future growth.

✍️Gias Uddin CAP, ITP

📞 Call Now: +8801734008136

🛡 Professional Accountant, Income Tax Lawyer

🌐 Website: www.amarconsultant.com

📩 Email: info@atcsbd@.com