RJSC Return Filing in Bangladesh 2026: Annual Returns, Deadlines, Forms, Fees & Penalties

A company may have a valid Certificate of Incorporation and still have an outdated corporate record.

RJSC filings create the official record of matters such as:

• shareholders and share capital;
• directors and management;
• registered office;
• annual financial information;
• special and extraordinary resolutions;
• new share allotments;
• mortgages and charges; and
• certain major corporate changes.

That record becomes important when the company seeks investment, enters a major transaction, applies for financing, undergoes legal due diligence, transfers ownership or needs certified corporate records.

In practice, a common corporate problem is that the company's internal documents show one position while its RJSC record shows another.

The purpose of proper return filing is therefore not simply “avoiding a late fee”; it is keeping the company's legal corporate record aligned with reality.

The principal law is the Companies Act, 1994 (Act No. XVIII of 1994).

Among the most important provisions are:

The Companies Act currently published through Bangladesh Laws confirms these provisions and their continuing application.

A company should not calculate its annual-return deadline without first determining when its AGM was legally required to be held.

Under section 81 of the Companies Act, 1994:

• every company must hold an AGM in each English calendar year;
• normally no more than 15 months may pass between two AGMs; and
• the first AGM may be held within 18 months from incorporation.

For an AGM other than the first AGM, the Registrar has a limited statutory power to extend the time, subject to the requirements of section 81.

This creates the basic compliance sequence:

Financial year → Audit → AGM → Schedule X → Financial-statement filing

For a company having share capital, Schedule X is one of the most important annual filings.

It is formally titled:

“Annual Summary of Share Capital and List of Shareholders”

and is expressly linked to section 36 of the Companies Act, 1994.

Schedule X includes information relating to matters such as:

• authorised/nominal share capital;
• shares issued and taken up;
• calls and amounts paid or unpaid;
• existing shareholders;
• persons who ceased to be members;
• share transfers;
• directors and relevant officers;
• registered mortgages and charges; and
• other statutory share-capital information.

Section 36 requires the annual list and summary to be completed within 21 days following the relevant general meeting and filed with the Registrar within that period.

Schedule X Is More Than a Shareholder List

A frequent mistake is to treat Schedule X simply as a list of current shareholders.

It is broader than that.

The information should reconcile with:

• the Register of Members;
• share-transfer records;
• allotment records;
• paid-up capital;
• previous Schedule X;
• director records; and
• registered charges where applicable.

If these records do not reconcile, the annual return may effectively preserve an incorrect corporate history.

Under section 183, the directors must place before the AGM the company's balance sheet and profit-and-loss account—or income-and-expenditure account where applicable—and the accounts must be audited in accordance with the Companies Act.

Under section 190, the relevant financial statements and documents required to accompany them must be filed with the Registrar within 30 days from the date they were laid before the AGM.

Therefore:

Schedule X deadline = 21 days after AGM Financial statements deadline = 30 days after AGM

These are separate statutory deadlines.

What If the AGM Was Not Held?

Not holding an AGM does not automatically remove the financial-statement filing obligation.

Section 190 specifically addresses this situation. Where no AGM was held, the filing is generally required within 30 days after the last date on which the AGM should legally have been held, together with the appropriate statement concerning the failure to hold or approve the accounts.

Form 23B is often incorrectly treated as a document the company itself files along with every annual return.

RJSC's official guidance describes Form 23B as a notice filed by the auditor following appointment. The stated period is 30 days after the auditor receives information of the appointment from the company.

Section 210 also requires a company appointing an auditor at the AGM to notify the appointed auditor of the appointment within seven days.

This distinction is essential.

Suppose a company files its Schedule X and audited accounts every year but:

• appoints a new director without filing Form XII;
• changes its registered office without filing Form VI; or
• issues new shares without filing Form XV.

The company may still have an inaccurate RJSC record even though the annual return is up to date.

RJSC itself classifies filings into annual returns and returns for change.

The official Companies Act states 14 days for the particulars or changes governed by section 115. Some older RJSC informational pages describe this as 15 days; where there is such a discrepancy, the safer legal approach is to follow the 14-day statutory period.

This is one of the most important corrections to many online articles.

Under section 151 of the Companies Act, 1994, where a company having share capital makes an allotment, the company must file the prescribed return of allotment within 60 days.

RJSC's live system identifies Form XV as “Return of Allotment – Ref Section 151.”

Form IX, by contrast, relates to consent to act as a director.

Therefore:

New shares allotted → Form XV

not Form IX.

Section 115 requires the company to maintain particulars of its directors, managers and managing agents and notify the Registrar of changes.

The statute provides a 14-day period from the appointment/change.

This means a director appointed or resigning in January should not simply be reflected in the following year's Schedule X.

The event-based filing should be completed within the statutory period.

A company's registered office is its formal statutory address.

Form VI is the prescribed notice concerning the situation of the registered office or a change in it.

The official RJSC Form VI itself states that notice must be filed within 28 days of incorporation or the change, as applicable.

An outdated registered office at RJSC can create obvious practical problems with formal notices, due diligence and corporate records.

Certain major corporate decisions require a special or extraordinary resolution.

Section 88 requires a certified copy of every special or extraordinary resolution to be filed with the Registrar within 15 days after it is passed.

RJSC uses Form VIII for this purpose. The live electronic system expressly describes it as the Special Resolution/Extraordinary Resolution filing.

This may be relevant to matters such as amendments to constitutional documents and other changes requiring a statutory resolution.

Before preparing a return, compare the current records with:

• incorporation documents;
• latest Schedule X;
• latest Form XII;
• share register;
• allotment records;
• share-transfer records;
• registered office;
• authorised and paid-up capital; and
• registered mortgages/charges.

Do not start with last year's return and blindly copy the information forward.

The annual financial statements should be prepared and audited, and the AGM must be held in accordance with the Companies Act.

The accounts laid before the AGM form the basis of the subsequent financial-statement filing.

Ensure that:

opening share position + allotments − transfers/cessations = current shareholder position

and that the capital figures agree with the company's statutory records.

RJSC operates an online Returns Filing system through which registration details are entered and the appropriate returns are selected and submitted.

RJSC's guidance states that applications/returns are initiated online. However, the live system can also show a requirement to submit signed pending hard-copy documents at an RJSC counter for particular submissions. Businesses should therefore follow the instructions generated for the actual filing rather than assume every stage is necessarily paperless.

RJSC's live fee information currently states that filing a document within its scheduled time for private and public companies costs BDT 200 per document.

What About Late Filing Fees?

This requires caution.

Different official RJSC pages currently display inconsistent late-fee descriptions, and older published schedules do not provide a safe basis for quoting one universal current amount.

Accordingly, for an overdue return, the safest practice is:

use RJSC's live Fee Calculator/system-generated payable amount at the time of filing rather than relying on a fixed late-fee amount quoted in an older article.

After submission, retain:

• submission number;
• payment evidence;
• accepted filed return;
• signed originals;
• system acknowledgement; and
• any later RJSC query or acceptance record.

A filing should not be considered complete merely because information was typed into the portal.

This is another distinction often missed in online guides.

Schedule X Default

Section 36 creates statutory liability for failure to comply with the annual-list and summary requirements, including continuing liability while the default remains.

Failure to File Financial Statements

Under section 190(3), the company may be liable to a fine of up to BDT 100 for every day the default continues, and officers who knowingly and wilfully authorise or permit the default may face the same liability.

Failure to Hold AGM

Section 82 provides a separate penalty framework for failure to comply with the AGM requirement, including a fine of up to BDT 10,000 and further continuing fines in the circumstances specified by the Act.

Special Resolution Filing

Section 88 also contains a continuing statutory fine for failure to file a special or extraordinary resolution within the required period.

These statutory consequences are separate from administrative/portal filing fees.

This is common, but it should not be ignored.

A sensible regularisation exercise normally begins with a compliance audit, rather than immediately uploading forms.

The company should reconstruct, year by year:

AGMs → audited accounts → shareholders → transfers → allotments → directors → registered office → resolutions → charges

This is particularly important where one missed filing affects another.

For example, if shares were allotted three years ago but Form XV was never filed, simply showing those shareholders in the latest Schedule X does not necessarily cure the historical filing problem.

No safe assumption should be made that a company has no compliance obligations merely because it is dormant or has stopped trading.

A company remains a legal entity until it is properly dissolved, wound up or otherwise removed in accordance with applicable law.

Simply stopping commercial activity does not by itself erase statutory corporate obligations.

Where an old company is no longer needed, the better approach is to review whether:

• overdue filings should first be regularised; and
• the company should then be legally closed through an appropriate winding-up/striking-off route.

Before a share acquisition, investment or major financing, lawyers and investors commonly examine:

• incorporation documents;
• Schedule X;
• Form XII;
• share allotments;
• share transfers;
• resolutions;
• charges;
• audited accounts; and
• certified copies from RJSC.

If the documents do not tell the same corporate story, the discrepancy usually has to be resolved before the transaction can safely proceed.

Examples include:

“The shareholder owns 40% internally, but RJSC does not show the allotment.”

or:

“The current director has operated the company for two years, but Form XII was never updated.”

Those are not merely clerical issues—they can become transaction and governance issues.

RJSC's latest published annual-return statistics, updated in June 2026, show the following figures:

These figures should not be treated as a direct non-compliance percentage, because the registered-company figure is cumulative and may include companies of different status and return periods.

They nevertheless demonstrate why annual-return compliance remains a significant practical issue.

RJSC's live entity counter also currently lists more than 225,000 private companies, along with public companies, OPCs, foreign companies, societies and partnership firms under its registry.

No.

“RJSC return filing” is a broad expression, but different entities are governed by different laws.

For example, RJSC's official guidance states that a registered society files its annual managing-body list within 14 days of the AGM, or in January where its rules do not provide for an AGM.

A partnership firm, meanwhile, does not follow the company Schedule X system; relevant changes are recorded through partnership forms such as Form II, V and VI under the applicable partnership framework.

This article therefore primarily addresses companies registered under the Companies Act, 1994.

The most common problems are not simply “missing the deadline.”

They include:

Using the wrong form — such as confusing Form IX and Form XV.

Waiting for the annual return to report a director change — when Form XII is event-based.

Preparing Schedule X without checking the Register of Members.

Showing shares in Schedule X when the historical allotment filing was never completed.

Using inconsistent names, addresses or share figures across different filings.

Ignoring old outstanding returns until a bank, investor or buyer requests due diligence.

Assuming an online submission is complete without checking its final status.

Companies Act, 1994 (Act No. XVIII of 1994) The principal statute governing Bangladeshi companies and their corporate filings.

Section 36 Annual list of members and summary / Schedule X.

Sections 81–82 Annual General Meeting and consequences of default.

Section 88 Filing of special and extraordinary resolutions.

Section 115 Director, manager and managing-agent particulars and changes.

Section 151 Return of allotment.

Sections 183 and 190 Annual accounts and filing with the Registrar.

Section 210 Appointment of auditors.

Current RJSC forms, return-filing guidance and fee instructions should also be checked at the time of a particular filing because administrative procedures may change.

Official online sources checked for this guide

• Companies Act, 1994 — Bangladesh Laws (opens in a new tab)
• RJSC Returns Filing business-process guidance (opens in a new tab)
• RJSC official FAQ (opens in a new tab)
• RJSC official filing-fee information (opens in a new tab)
• RJSC live Fee Calculator (opens in a new tab)
• Official Form XV — Return of Allotment (opens in a new tab)
• RJSC portal and official statistics (opens in a new tab)

For a Bangladeshi company, incorporation is only the beginning.

A sound corporate-compliance cycle looks like:

Maintain company records → Complete audit → Hold AGM → File Schedule X → File financial statements → File event-based changes immediately → Reconcile RJSC records every year.

The biggest mistake is waiting until a bank, investor, buyer or regulator identifies years of missing or inconsistent filings.

Good corporate compliance means the company's internal records and its RJSC record tell the same story.

This article provides general legal and regulatory information based on the position reviewed on 29 August 2026. Specific company structures, public-interest entities, listed companies, foreign companies, OPCs and regulated industries may have additional requirements. Current RJSC portal instructions and applicable law should be checked for the particular filing.