Source and currentness checkpoint
This existing guide is explanatory. Verify the current Companies Act 1994, Companies Rules 1995, RJSC Schedule X/Form 23B instructions and fee schedule before relying on an AGM window, annual-return or auditor-consent deadline, filing package, fee or penalty.
RJSC publishes Schedule X, Form 23B and related forms, but the operative deadline and filing route must be checked for the company class and current portal instructions. RJSC forms · Companies Act 1994 · RJSC fee schedule
Legal Framework
| Statute/Rule | Section/Rule No. | Subject Matter |
|---|---|---|
| Companies Act 1994 | Section 108 | Annual Return to be made by company having a share capital |
| Companies Act 1994 | Section 210 | Appointment and remuneration of auditors |
| Companies Act 1994 | Section 212 | Auditor's report and right to attend general meeting |
| Companies Rules 1995 | Rule 20 | Form of Annual Return (Schedule X) |
| Companies Rules 1995 | Rule 21 | Form of Consent of Auditor (Form 23B) |
| Companies Act 1994 | Section 394 | Penalties for default in filing returns |
Annual Return (Schedule X) Filing Guidelines
- Determine Due Date: Every company having a share capital must prepare and file an Annual Return within 30 days of holding its Annual General Meeting (AGM). The AGM window must be verified from the current Companies Act, company class and any applicable extension (Section 81 of the Companies Act 1994).
- Prepare Annual Return: The Annual Return must be prepared in the form specified in Schedule X of the Companies Rules 1995. This form requires detailed information about the company's share capital, shareholders, directors, secretary, indebtedness, and other prescribed particulars.
- Attach Required Documents: The Annual Return must be accompanied by a copy of the company's balance sheet and profit and loss account, duly audited, and the auditor's report thereon (Section 108(3) of the Companies Act 1994).
- Signing of Annual Return: The Annual Return must be signed by a director and the secretary of the company, or by two directors if there is no secretary (Section 108(2) of the Companies Act 1994).
- Filing with RJSC: The completed Annual Return, along with attachments, must be filed with the Registrar of Joint Stock Companies and Firms (RJSC) within the stipulated timeframe.
- Payment of Fees: Prescribed filing fees must be paid to the RJSC at the time of submission.
Form 23B (Statutory Auditor Consent) Filing Guidelines
- Appointment of Auditor: At every Annual General Meeting, a company must appoint an auditor or auditors to hold office from the conclusion of that meeting until the conclusion of the next AGM (Section 210(1) of the Companies Act 1994).
- Obtain Auditor's Consent: Once appointed, the company must obtain the written consent of the auditor(s) to act in that capacity. This consent is typically provided in Form 23B, as prescribed by Rule 21 of the Companies Rules 1995.
- Contents of Form 23B: Form 23B includes details of the company, the auditor's name and address, their professional qualification (e.g., Chartered Accountant), and a declaration of their consent to act as auditor.
- Filing with RJSC: The company must file the auditor's consent (Form 23B) with the RJSC within the current statutory/RJSC filing window for the company class (Section 210(1) of the Companies Act 1994).
- Payment of Fees: Prescribed filing fees must be paid to the RJSC at the time of submission.
- Re-appointment: If no auditor is appointed or re-appointed at an AGM, the existing auditor is deemed to be re-appointed, unless certain conditions specified in Section 210(2) of the Companies Act 1994 are met. Even in cases of deemed re-appointment, it is prudent to obtain and file a fresh consent.
Consult LegalBD for Corporate Compliance
Ensure your company's compliance with all statutory filing requirements. Our expert legal team can assist with the preparation and filing of Annual Returns, auditor consents, and other corporate documents, ensuring accuracy and timeliness.
Schedule Scoping SessionFrequently Asked Questions
What is the deadline for filing the Annual Return (Schedule X) in Bangladesh?
The Annual Return (Schedule X) must be filed with the RJSC within the current statutory/RJSC filing window after the AGM. The AGM window must be verified from the current Companies Act, company class and any applicable extension, subject to the current Companies Act text and any applicable company-class rule.
What documents must accompany the Annual Return?
The Annual Return must be accompanied by a copy of the company's balance sheet and profit and loss account, duly audited, and the auditor's report thereon, as stipulated by Section 108(3) of the Companies Act 1994.
When must Form 23B (Auditor's Consent) be filed?
Form 23B, containing the consent of the appointed auditor, must be filed with the RJSC within the current statutory/RJSC filing window for the company class at the Annual General Meeting, in accordance with Section 210(1) of the Companies Act 1994 and Rule 21 of the Companies Rules 1995.
What are the penalties for late filing of Annual Returns?
Failure to file the Annual Return within the prescribed time can lead to penalties for the company and every officer in default, as per Section 394 of the Companies Act 1994, with the applicable consequence determined by the current offence provision, company class and adjudication record.
Who is responsible for signing the Annual Return?
The Annual Return must be signed by a director and the secretary of the company, or by two directors if the company does not have a secretary, as per Section 108(2) of the Companies Act 1994.
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