Company Annual Compliance Bangladesh – What Every Business Must File

Every company registered under the Companies Act 1994 in Bangladesh must fulfill a series of annual obligations. These obligations span corporate law (RJSC requirements), tax law (NBR requirements), and administrative law (trade licensing). Failure to comply with any of these can result in daily penalties, criminal liability for directors, and ultimately, striking off the company from the register.

The annual compliance obligations of a Bangladesh company fall into five main categories:

1. Corporate law compliance under the Companies Act 1994 (RJSC)
2. Tax compliance under the Income Tax Act 2023
3. VAT compliance under the VAT and SD Act 2012
4. Trade licensing and business registration renewal
5. Sector-specific regulatory compliance (BIDA, BGMEA, Bangladesh Bank, etc.)

A corporate lawyer in Dhaka who specialises in company compliance can set up a system to ensure all deadlines are met without the directors having to track them individually.

Under Section 81 of the Companies Act 1994, every company must hold an Annual General Meeting (AGM) within 18 months of incorporation and subsequently not more than 15 months after the previous AGM. The AGM must be held in Bangladesh.

Mandatory business at every AGM includes:

• Presenting and approving the Directors' Report and audited financial statements
• Appointing or re-appointing auditors and fixing their remuneration
• Declaring any dividend (if applicable)
• Electing or re-electing directors (as per the Articles of Association)

Procedure:

• Notice of the AGM must be given at least 21 days before the meeting
• The meeting must be properly minuted and a resolution passed
• Minutes must be entered in the company's statutory register of meetings

Failure to hold an AGM is a criminal offence under Section 85 of the Companies Act 1994, with penalties for the company and every officer in default.

Within 60 days of the AGM, every company must file an Annual Return with the Registrar of Joint Stock Companies and Firms (RJSC) through the online portal (roc.gov.bd). The Annual Return discloses:

• Current list of shareholders and their shareholdings
• Current list of directors, their details and addresses
• Changes in capital structure (if any)
• Details of registered charges or mortgages (if any)
• A certificate of the company's financial position (audited accounts summary)

The filing fee for the Annual Return depends on the company's authorised capital. Late filing attracts a penalty of BDT 100 per day. Companies more than 2 years in default on Annual Returns are at risk of strike-off proceedings by the RJSC — which effectively dissolves the company and removes its legal personality.

Every private limited and public limited company in Bangladesh must have its accounts audited annually by a Chartered Accountant (CA) firm registered with the Institute of Chartered Accountants of Bangladesh (ICAB). The audited accounts are a prerequisite for both the AGM and the RJSC Annual Return filing.

Key requirements:

• The auditor must be independent — they cannot be an officer of the company
• Auditors are appointed at the AGM for a term typically of 1 year
• The audit report must comply with Bangladesh Standards on Auditing (BSA)
• Financial statements must comply with Bangladesh Financial Reporting Standards (BFRS) or Bangladesh Accounting Standards (BAS)

Note: Small companies (below specified thresholds) may qualify for simplified reporting, but should seek legal and accounting advice on eligibility.

Every company in Bangladesh must file an annual Income Tax Return with the National Board of Revenue (NBR) under the Income Tax Act 2023. Key points:

• Deadline: Income tax returns for companies are due by 15th November of the assessment year for companies whose income year ends on 30 June. Companies with different income year endings have different deadlines — confirm with your tax adviser.
• Filing: Returns are filed online through the NBR eTax portal.
• Corporate tax rate: Publicly traded companies: 22.5%; Non-publicly traded companies: 27.5%; Banks, insurance, financial institutions: 37.5% (rates subject to amendment — confirm current rates with your tax lawyer).
• Advance tax: Companies must pay quarterly advance tax based on the previous year's liability. Failure to pay advance tax attracts interest and penalties.
• Transfer pricing: Companies with related-party transactions must comply with transfer pricing regulations and may need to file additional disclosures.

Tax compliance is a specialised area — engage a tax lawyer or chartered accountant to ensure accurate filing and maximum legitimate tax savings.

Companies registered for VAT (with a BIN — Business Identification Number) under the VAT and Supplementary Duty Act 2012 must comply with monthly VAT return filing requirements (Mushak 9.1 for general VAT) as well as annual requirements:

• Monthly VAT returns: Due by the 15th of the following month
• Annual VAT audit: NBR may conduct VAT audits of registered businesses
• VAT registration renewal: The BIN does not expire but companies must update their registration details annually if there are changes
• Input tax credit reconciliation: Annual reconciliation of input VAT claims with actual purchases

VAT default attracts significant penalties including fines, interest, and in serious cases, prosecution.

Every business operating in Bangladesh must hold a valid Trade Licence issued by the local City Corporation (e.g., DNCC/DSCC in Dhaka) or Municipality. Trade Licences must be renewed annually — typically in the first quarter of the Bangladeshi fiscal year.

Failure to renew the trade licence:

• Makes operation of the business technically unlawful
• Can result in fines or closure notices from the City Corporation
• Disqualifies the company from many government procurement and licensing processes

Trade Licence renewal requires payment of the renewal fee (calculated based on business turnover/category), submission of updated documents, and compliance with any zoning or sector-specific requirements.

Non-compliance with annual obligations exposes both the company and its directors to serious consequences:

• RJSC penalties: Daily late fees for Annual Return; strike-off proceedings for long-term non-filers.
• Criminal liability for directors: Under the Companies Act 1994, directors and officers in default can be prosecuted and fined — and in some cases imprisoned.
• Tax penalties: NBR imposes significant penalties for late filing, under-declaration of income, and failure to pay advance tax — including seizure of bank accounts and business assets.
• Loss of limited liability: In extreme cases, courts can pierce the corporate veil and hold directors personally liable for company debts if the company is not being maintained in good legal standing.
• Banking restrictions: Banks may restrict credit or refuse loans to companies with unresolved compliance defaults.

Prevention is far less expensive than cure. Engage a company lawyer in Bangladesh to set up a compliance calendar and ensure all filings are made on time every year.

A quick reference compliance calendar for a typical private limited company in Bangladesh (financial year: July–June):

• Within 18 months of incorporation: First AGM
• Within 60 days of AGM: RJSC Annual Return filing
• By 15 November: Income tax return filing
• Quarterly: Advance income tax payments
• By 15th of each month: VAT return filing
• July–September: Trade Licence renewal for most City Corporation areas
• Annually (before AGM): Statutory audit completion

Note: Specific deadlines vary based on your company's income year, location, and regulatory sector. Your lawyer or chartered accountant will customise this calendar for your company's specific situation.

Many Bangladesh companies — especially growing SMEs and new startups — underestimate the complexity of annual compliance until they face a penalty notice or RJSC strike-off letter. A corporate lawyer in Dhaka adds value in compliance management by:

• Preparing and filing RJSC Annual Returns accurately and on time
• Drafting AGM notices, resolutions, and minutes in legally compliant form
• Reviewing and advising on changes to the company's constitution (MOA/AOA)
• Handling director changes, share transfers, and capital alterations — all of which must be reported to RJSC
• Coordinating with auditors to ensure timely completion of accounts
• Advising on the legal implications of compliance failures and rectification options

Contact Adv. Shah Alam to set up a comprehensive annual compliance management arrangement for your company in Bangladesh.

The penalty is BDT 100 per day for each day of default. Companies more than 2 years in arrears may face strike-off proceedings by the RJSC, which effectively dissolves the company. Directors can also face personal criminal liability.

Yes. The RJSC has the power to strike off companies that have failed to file annual returns for 2 or more years and appear to have ceased operations. Once struck off, the company loses its legal personality and cannot operate.

The first AGM must be held within 18 months of incorporation, and the first Annual Return must be filed within 60 days of that first AGM. So a brand new company will have some time before its first filing is due.

Both. The company is the legal entity responsible for filing, but under the Companies Act 1994, every officer in default (including directors and company secretary) can be held personally liable for failures in compliance. Directors cannot delegate away their statutory responsibility.

Private limited companies are not required to publicly publish their financial statements in newspapers. However, the audited accounts must be filed with the RJSC as part of the Annual Return, making them accessible to anyone who searches the RJSC registry.