Statutory Framework for Corporate Compliance
Core Annual Requirements
Every private and public limited company incorporated in Bangladesh must fulfill three pillars of compliance: The Annual General Meeting (AGM), the Statutory Audit, and the filing of Returns with the Registrar of Joint Stock Companies and Firms (RJSC).
| Compliance Head | Statutory Reference | Deadline |
|---|---|---|
| Annual General Meeting (AGM) | Section 81, Companies Act 1994 | Within 15 months of last AGM; max 9 months from FY end. |
| Statutory Audit | Section 210, Companies Act 1994 | Prior to AGM for shareholder approval. |
| Schedule X (Annual Return) | Section 36, Companies Act 1994 | Within 21 days of the AGM. |
| Tax Return Filing | Section 166, Income Tax Act 2023 | By the 15th day of the 7th month following FY end. |
The Compliance Roadmap
Detailed Procedural Requirements
- Appointment of Auditors: Under Section 210, auditors must be appointed at each AGM. For new companies, the first auditor is appointed by directors within 30 days of incorporation.
- Financial Statement Preparation: Per Section 183, the Board must lay before the company in AGM a balance sheet and profit and loss account. These must be audited by a Chartered Accountant in practice.
- Holding the AGM: Section 81 mandates that the first AGM be held within 18 months of incorporation. Subsequent AGMs must occur once every calendar year.
- Filing with RJSC: Following the AGM, the company must file:
- Schedule X: List of members and summary of share capital (Section 36).
- Form 23B: Notice of appointment of auditor (Section 210).
- Balance Sheet: Audited financial statements (Section 190).
Professional Compliance Management
Ensure your corporate entity remains in good standing. Contact Barrister Liton Asaduzzaman Sarkar for comprehensive secretarial audits and RJSC filings.
Schedule Scoping MeetingFrequently Asked Questions
What is the penalty for failing to hold an AGM in Bangladesh?
Under Section 82 of the Companies Act 1994, if a company defaults in holding an AGM, the court may call or direct the calling of a meeting. Furthermore, the company and every officer in default are liable to a fine of up to 10,000 BDT, and for continued default, a further fine of 250 BDT per day.
Can a company change its financial year end for tax purposes?
Under Section 2(46) of the Income Tax Act 2023, the 'Income Year' is generally July to June. However, companies may seek approval from the Deputy Commissioner of Taxes (DCT) to adopt a different period, provided it aligns with the requirements for their parent company or specific industry regulations.
Is it mandatory to file the Audited Financial Statements with RJSC?
Yes. Pursuant to Section 190 of the Companies Act 1994, three copies of the balance sheet and profit and loss account, signed by the relevant directors and the auditor, must be filed with the Registrar within 30 days of the AGM.
◆ Related Statutory Guides & Practice Insights
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<a href="/en/dividends-and-profit-distribution-rules/" style="color:#C5A059; font-weight:600; text-decoration:none; font-size:14px; display:inline-block; transition:color 0.2s;">• Dividends and Profit Distribution Rules</a>
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<a href="/en/annual-returns-statutory-filings-rjsc-compliance/" style="color:#C5A059; font-weight:600; text-decoration:none; font-size:14px; display:inline-block; transition:color 0.2s;">• Annual Returns, Statutory Filings, and RJSC Compliance in Bangladesh</a>
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<a href="/en/foreign-direct-investment-fdi-and-bida-registration/" style="color:#C5A059; font-weight:600; text-decoration:none; font-size:14px; display:inline-block; transition:color 0.2s;">• Foreign Direct Investment (FDI) and BIDA Registration</a>
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<a href="/en/bsec-corporate-governance-code-for-listed-companies/" style="color:#C5A059; font-weight:600; text-decoration:none; font-size:14px; display:inline-block; transition:color 0.2s;">• BSEC Corporate Governance Code for Listed Companies</a>
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