Annual Return Filing in Bangladesh: RJSC Schedule X Requirements, Deadlines and Penalties in 2026

Annual return filing Bangladesh: the 2026 position

Annual return filing Bangladesh company law requires turns on one meeting and one form. Every company with a share capital must hold an annual general meeting each calendar year and, within twenty-one days of it, complete the annual list of members and summary in the form of Schedule X and file a signed copy with the Registrar of Joint Stock Companies and Firms (RJSC) under section 36 of the Companies Act 1994.[1] [2] The audited accounts follow within thirty days, and any change in directors must be reported on its own fourteen-day clock.[6] [4]

This guide deals with the annual return itself: what Schedule X must contain, how the AGM sets the deadline, the post-AGM filing set, the RJSC online procedure, the late fees and statutory fines, the strike-off power in section 346, and how to regularise years of missed filings. It closes with the 2026 reform draft that would raise the penalties. Broader company secretarial practice and the tax returns that run alongside are covered in companion TRW guides, linked where relevant.

Summary: A company must hold its AGM in every calendar year, no more than fifteen months after the last one, and complete the Schedule X annual return within twenty-one days of that meeting before filing it with the RJSC. Three signed copies of the balance sheet and profit and loss account must reach the Registrar within thirty days of the AGM. Filing is started online, the fee is paid through the bank, and signed hard copies are lodged at the RJSC counter. Late filing attracts an RJSC late fee and exposes the company and its officers to daily fines; persistent silence can end in the company being struck off under section 346.

Key point: The deadline for the annual return is not fixed by the calendar but by the AGM. If no AGM is held, the company is in default twice: under section 82 for the missed meeting and under section 36 for the missing return, with fines that run for every day the default continues.[1] [3] Fixing the AGM date is therefore the first compliance decision of the year.

At a glance

Swipe or scroll →

Table of Contents

What annual return filing Bangladesh law requires under section 36

Section 36 of the Companies Act 1994 is headed "annual list of members and summary". It requires every company having a share capital to prepare, at least once in every year, a list in the form set out in Schedule X.[1] The list captures every person who is a member on the date of the first or only AGM of the year, together with every person who has ceased to be a member since the previous return or, for a first return, since incorporation. In practice the document is called the annual return, and its filing is the core of annual return filing Bangladesh companies must complete each year.

The obligation is not limited to large or listed companies. Private and public companies with a share capital are equally caught, and a dormant company is not exempt. Foreign companies operating through a branch file under a separate regime outside the scope of this guide.

Why the return matters beyond compliance

The RJSC record is the public face of the company. Banks, counterparties and investors rely on certified copies of the latest Schedule X to confirm who owns and runs it, and a return that is years out of date raises questions in every due diligence exercise. Our overview of company law in Bangladesh explains how the RJSC record interacts with the company's statutory books.

What Schedule X must contain

Section 36(2) prescribes the contents. The list must state the names, addresses, nationalities and occupations of all past and present members covered by it.[1] It must show the number of shares held by each existing member on the return date, and the dates on which share transfers by existing and former members were registered since the last return.[1]

The list must then contain a summary that distinguishes between shares issued for cash and shares issued as fully or partly paid up otherwise than in cash. The summary covers, among other things:[1]

• the amount of the share capital and the number of shares into which it is divided;
• the number of shares taken from the beginning of the company up to the return date;
• the amount called up on each share, the total received on calls and the total unpaid;
• commission paid or discount allowed on shares or debentures since the last return, and any amount not yet written off;
• the total number of forfeited shares and details of outstanding share warrants;
• the date by which the last AGM should have been held and whether it was in fact held;
• the names and addresses of the directors on the return date, and of any manager, managing agent or auditor, with any changes since the last return and their dates; and
• the total indebtedness of the company in respect of mortgages and charges that must be registered with the Registrar.

The AGM declaration is a trap for the unwary

The requirement to state when the last AGM should have been held, and whether it was, means the annual return is also a self-report of meeting compliance.[1] A company cannot use the Schedule X form to paper over a missed meeting. Directors who sign a return that misstates the AGM position face the default provisions in section 36(5) and the risk of a false statement. The correct course, discussed below, is to regularise the meeting first.

The private company certificate

A private company must send with its annual return a certificate, signed by a director or other officer, that it has not issued any invitation to the public to subscribe for its shares or debentures since the last return or incorporation.[1] Where the return shows more than fifty members, the certificate must also confirm that the excess consists of persons excluded from the fifty-member count by the definition of a private company.[1] The certificate is easy to overlook and is one of the commonest reasons a filing is returned for correction.

The AGM sets the clock: section 81 timing

Section 81(1) requires every company to hold a general meeting as its annual general meeting in each English calendar year, in addition to any other meetings, and to identify it as such in the notice.[2] Not more than fifteen months may elapse between the date of one AGM and the next.[2] Both limits apply together. A company that held its AGM on 30 March 2025 must hold the next one in 2026 and no later than 30 June 2026. A company that held its AGM on 15 December 2025 must still hold one during 2026, even though fifteen months would otherwise run into March 2027.

The first AGM

A company may hold its first AGM within eighteen months of incorporation. If it does, it need not hold an AGM in the year of incorporation or the following year.[2] Many newly incorporated companies use this flexibility, but the first annual return then falls due only after that first meeting. Diarising the eighteen-month date on the day the certificate of incorporation is issued avoids the most common first-year default.

Accounts must be ready for the meeting

The AGM is not a formality. Section 183 requires the board to lay a balance sheet and profit and loss account before every AGM, made up to a date not more than nine months before the meeting, or twelve months where the company has business interests outside Bangladesh.[5] The Registrar may extend that period by up to three months for a special reason, on an application made before it expires.[5] Section 210 requires the company to appoint its auditors at each AGM, and an auditor must notify the Registrar within thirty days whether it accepts the appointment.[9] The audit timetable therefore drives the AGM date, and the AGM date drives annual return filing Bangladesh companies must meet.

Extension by the Registrar

The second proviso to section 81(1) allows the Registrar to extend the time for holding an AGM on the company's application, made within thirty days after the prescribed period. For an AGM other than the first, the extension may not exceed ninety days or run beyond 31 December of the calendar year in which the meeting was due, whichever comes first.[2] The extension is discretionary and should be sought with reasons, such as an audit delayed by a change of auditor. It is not a general amnesty for a company that has simply not planned.

The table below sets out the core statutory deadlines that make up annual return filing Bangladesh companies face. On a phone, scroll it sideways.

Annual return filing Bangladesh deadlines after the AGM

Once the AGM has been held, several documents fall due on different clocks, each with its own statutory deadline and penalty.

Schedule X: twenty-one days

Section 36(3) requires the list and summary to be kept in a separate part of the register of members and to be completed within twenty-one days after the first or only AGM of the year. The company must then forthwith file with the Registrar a copy signed by the directors and officers specified in the section, together with a certificate from the same signatories that the list and summary correctly state the facts as at the return date.[1] The RJSC treats the twenty-one-day window as the scheduled time for the filing when calculating late fees.[10]

Balance sheet and profit and loss account: thirty days

Section 190(1) requires three copies of the balance sheet and profit and loss account, signed by the managing director, manager or secretary or, failing them, a director, together with the documents the Act requires to be annexed, to be filed with the Registrar within thirty days of the AGM at which they were laid.[6] If no AGM was held, the thirty days run from the last date by which the meeting should have been held, and the filed accounts must carry a statement of that fact and the reasons.[6]

Audited accounts: public and private companies

Section 190 is framed in terms of "any company", so the filing duty is not confined to public companies.[6] The distinction is in the detail. A private company must file its balance sheet and its profit and loss account separately, and where the private company is not a subsidiary of a public company, no person other than a member may inspect or obtain a copy of its profit and loss account from the Registrar.[6] Public companies have no such protection: their full accounts become public on filing. A company that is a public interest entity under the Financial Reporting Act 2015 may file only financial statements prepared under the standards set by the Financial Reporting Council, by section 190(1A).[6]

Form XII: fourteen days from any change

Section 115 requires every company to keep a register of its directors, managers and managing agents and to file a return in the prescribed form, known in practice as Form XII, within fourteen days of the appointment of its first directors and within fourteen days of any change in the registered particulars.[4] Form XII is event-driven rather than annual, but it is closely linked to the annual return, because Schedule X must list the directors on the return date and every change since the last return.[1] If a director was appointed at the AGM and no Form XII was filed, the Schedule X filing will expose the gap.

Other filings that commonly accompany the return

Resolutions passed at the AGM may trigger their own filings, such as special resolutions, increases in authorised capital or allotments. The auditor's notice of acceptance under section 210(2) must reach the Registrar within thirty days of the auditor receiving notice of its appointment.[9] The event-driven filings are covered in our guide to corporate secretarial compliance in Bangladesh; this guide concentrates on the annual cycle.

How to file the annual return on the RJSC portal

The RJSC runs returns filing as a hybrid process: the forms are prepared and validated online, the fee is paid at a bank, and signed paper copies are lodged at the RJSC counter. The RJSC's own process chart for its "Conventional Returns Filing System" sets out the sequence.[14] The Registrar told a 2025 business forum that almost all company registration processes were online except share transfer, which the RJSC planned to move online after security checks.[13]

Step by step

The company, or its authorised agent, logs in to the RJSC web application with the company's user credentials and selects the returns filing service. It selects the prescribed forms, here Schedule X and any accompanying documents, enters the data and attaches the required documents.[14] The system runs field and business-rule validation and automated pre-scrutiny, and where required checks the company's e-TIN with the National Board of Revenue.[14]

The system then generates a fee deposit slip. The fee is paid at a designated bank counter, and the bank's system confirms payment to the RJSC in real time.[14] The company downloads and prints the completed forms, has them signed by the required signatories and submits them at the RJSC counter. The filing is then examined, recorded by the Deputy Registrar and re-examined by an Assistant Registrar.[14] Once recorded, the company can obtain certified copies of the filed return, which banks and counterparties routinely request.

Swipe or scroll →

Who signs

Section 36(3) requires the filed copy of the list and summary to be signed by the directors specified in the section, led by the managing director where there is one, and by the manager, managing agent or secretary, and requires the same persons to sign the accompanying certificate of correctness.[1] Where directors are abroad, arrange signature logistics before the AGM. A return that cannot be signed in time is a late return, and the late fee starts to run.

Reconcile before you file

Before filing, reconcile the register of members with share transfers registered during the year, allotment returns and the capital ledger, confirm that the directors listed match the latest Form XII on the RJSC record, and check the charges figure against the charges registered with the Registrar. Our guide to share transfer in Bangladesh explains why unregistered transfers create problems that surface first in the annual return.

Late fees and penalties for annual return filing Bangladesh defaults

Two distinct layers of cost apply: the administrative late fee the RJSC charges when a document is lodged outside its scheduled time, and the statutory fines in the Companies Act 1994, which a court may impose on the company and officers in default. A company that pays the late fee has regularised the filing with the Registrar, but it has not extinguished the statutory offence.

The RJSC fee schedule

The RJSC's published fee schedule for private and public companies, under "Fees of Returns Filing", charges BDT 200 per document for filing any document within the scheduled time.[10] For filing any document beyond the scheduled time, it states a late fee of BDT 500 per day, not exceeding BDT 1,000 per document.[10]

On that wording, each late document attracts a capped late fee rather than an open-ended daily charge, but each year's Schedule X and each set of accounts is a separate document. A company that missed five years of returns therefore pays the capped late fee on each missing filing. The system calculates the fee when the deposit slip is generated, and the live schedule should be checked before payment, because the RJSC revises it from time to time.

Statutory fines under the Companies Act 1994

The statutory fines are set out section by section:

• Annual return (section 36(5)): a fine of up to Tk 200 for every day the default continues, on the company and on every officer who knowingly and wilfully authorises or permits it.[1]
• AGM (section 82): a fine of up to Tk 10,000 on the company and every officer in default, and up to Tk 250 for every day after the first that the default continues.[3]
• Accounts (section 190(3)): a fine of up to Tk 100 for every day of default, on the company and on every officer who knowingly and wilfully authorises or permits it.[6]
• Director particulars (section 115(4)): a fine of Tk 500 on the company and each officer in default.[4]
• Accounts not laid (section 183): a fine of up to Tk 5,000 for each offence on a director who fails to take all reasonable steps to comply.[5]

Daily fines accumulate quickly. A Schedule X default that runs for three years exposes the company to a theoretical maximum of more than Tk 200,000 under section 36(5) alone. Prosecutions for pure filing defaults are uncommon, but the exposure becomes real in a shareholder dispute or when a lender asks for a clean compliance record.

Personal exposure for officers

Every fine provision above extends to officers in default, and the AGM and annual return fines extend to officers who knowingly and wilfully allow the breach.[1] [3] Directors who rely on a corporate services provider remain responsible. Our analysis of corporate governance and directors' duties in Bangladesh sets out the wider duties that sit behind these filing obligations.

Consequences of non-filing: strike-off under section 346

The most serious consequence of persistent non-filing is the loss of the company itself. Section 346 empowers the Registrar to strike a defunct company off the register.[7] The provision is sometimes misattributed to other sections in secondary material; it is section 346 of the Companies Act 1994. It is not a penalty for late filing as such, but a company that has stopped filing returns is precisely the company the Registrar has reasonable cause to believe is not carrying on business.

The procedure

Where the Registrar has reasonable cause to believe that a company is not carrying on business or in operation, he may write to it by post asking whether it is.[7] If no answer is received within thirty days, the Registrar must, within fourteen days after that period, send a registered letter referring to the first letter and warning that, if no answer is received within thirty days, a notice will be published in the Official Gazette with a view to striking the company off.[7]

If the company answers that it is not carrying on business, or does not answer the second letter, the Registrar may publish a Gazette notice that, unless cause is shown within ninety days, the company's name will be struck off and the company dissolved.[7]

At the end of the ninety days, unless cause to the contrary is shown, the Registrar may strike the name off the register, and the company is dissolved on publication of a further Gazette notice.[7] Letters and notices go to the registered office or, if there is none, to the officers or subscribers.[7] A company that has moved without updating its registered office may never see the letters. That is a further reason to keep the RJSC record current.

The RJSC has used the power

Strike-off is not theoretical. In September 2019 the RJSC began serving notices on inactive companies and firms, reporting that about 10,000 had not filed returns for more than twenty years, following a commerce ministry instruction to strike off inactive entities.[11] The notice sequence described at the time matched section 346: a first notice, a second after thirty days without reply, a Gazette notice and a further ninety days before removal.[11]

Liability survives dissolution

The proviso to section 346(5) preserves the liability of every director and member, which continues and may be enforced as if the company had not been dissolved.[7] Strike-off is therefore not a cheap exit. A company that wants to close should be wound up properly, as explained in our guide to winding up a company in Bangladesh, rather than left to lapse until the Registrar acts.

How to regularise missed annual returns

Most companies fall behind gradually: a delayed audit one year, a director abroad the next. The route back for annual return filing Bangladesh companies have missed is sequential and starts with a diagnosis of which meetings were held and which documents were filed.

Step one: obtain the RJSC record

Start by obtaining the company's filing history from the RJSC and comparing it with the minute books, the register of members and the director register. Identify each year in which an AGM was due, whether it was held, whether accounts were laid and whether Schedule X, the accounts and any Form XII were filed. The output is a year-by-year gap list, which will become the filing plan.

Step two: regularise the meetings

If the AGM deadline has only just passed, an application to the Registrar for an extension under section 81 may still be available within the statutory window.[2] Where it is too late, section 81(2) allows the court, on the application of any member, to call or direct the calling of an AGM and to give consequential directions for convening, holding and conducting it.[2] The court for this purpose is the High Court Division, unless powers have been conferred on a District Court by Gazette notification.[8] Where AGMs were genuinely held but returns were not filed, no court application is needed: the company files the outstanding returns with the late fees.

Step three: file the backlog in order

File each outstanding Schedule X and set of accounts year by year, in chronological order, so that each return reconciles to the one before. Any Form XII for director changes that were never reported should be filed with or before the return for the year in which the change occurred.[4] Each late document attracts the RJSC late fee.[10] Where accounts were never audited for a year, the audit must be completed first, because section 190 requires the audited balance sheet and profit and loss account to be filed.[6]

Step four: if the company has been struck off

Section 346(6) allows the company, a member or a creditor who is aggrieved by the striking off to apply to the court. If the court is satisfied that the company was carrying on business or in operation at the time of the striking off, or that it is otherwise just, it may order the name restored, and the company is then deemed to have continued in existence as if never struck off.[7] The court may give directions to put the company and others in the same position as nearly as possible. The text of section 346 does not state a fixed limitation period for the application, but delay will weigh against restoration and the applicant should move promptly.[7]

The RJSC has in the past linked higher revenue to companies paying outstanding dues at reduced fees as part of a push to regularise return filing.[11] Any such concession is policy rather than law and depends on what the Registrar announces at the time. A company planning a regularisation exercise should check whether a scheme is open before paying.

Annual return filing Bangladesh and the tax returns that run alongside

The RJSC return is only one of three annual return cycles a Bangladeshi company must manage. The others are owed to the National Board of Revenue: the corporate income tax return and the VAT returns. The RJSC's own returns process may check the company's e-TIN with the NBR, which illustrates how the registers are increasingly connected.[14]

The audited accounts approved at the AGM normally form the basis of the income tax return, so a delayed audit can put both the RJSC filings and the tax return at risk at once. Deadlines, penalties and procedure for the tax return are covered in our guide to income tax return filing in Bangladesh. VAT returns run on their own periodic cycle and are explained in our guide to VAT return filing in Bangladesh. For a company that has not yet completed its tax registrations, start with our guide to company tax registration in Bangladesh.

The practical answer is one compliance calendar for annual return filing Bangladesh law requires and the NBR returns, working backwards from the financial year end. It avoids a common failure: accounts finalised for tax purposes but never laid before an AGM or filed with the Registrar.

What changes in 2026

The statutory framework for annual return filing Bangladesh companies follow remains the Companies Act 1994 as amended, and the deadlines described above are unchanged. A significant reform is, however, in preparation. In August 2026 The Financial Express reported a draft Third Amendment Act 2026 to the Companies Act 1994, prepared with input from agencies including the Bangladesh Financial Intelligence Unit and in light of a High Court order, which was to go through the process for final approval.[12]

As reported, the draft would raise the penalty for violations relating to the annual list of members from Tk 200 to Tk 500, give the Registrar power to impose fines directly rather than referring matters to court, permit electronic maintenance of registers of members, share transfers and meeting notices, and introduce a beneficial ownership declaration requirement with fines of up to Tk 50,000 for failure to submit it.[12] The draft is not yet law. If enacted in that form, the combination of higher fines and direct imposition by the Registrar would turn a largely theoretical exposure into a practical one.

Companies with a backlog should regularise before any new penalty regime takes effect, and every company should make sure its register of members reflects the true owners before a beneficial ownership declaration exposes the gap.

Mistakes to avoid in annual return filing

The same errors recur across the filings we review. Each is avoidable with a short pre-filing check.

• Treating the AGM as optional for a small or dormant company. Section 81 applies to every company, and section 82 penalises the failure.[2] [3]
• Filing Schedule X without the Form XII history. Unreported director changes will be visible on the face of the return.[1] [4]
• Omitting the private company certificate. It is required with every private company return.[1]
• Assuming private companies need not file accounts. Section 190 applies to any company; private companies file the balance sheet and profit and loss account separately.[6]
• Letting the registered office address lapse. Strike-off letters go to the registered office.[7]
• Using strike-off as an exit. Liability of directors and members survives dissolution.[7]

TRW advises companies, foreign-owned subsidiaries and their directors on annual RJSC compliance, backlog regularisation, court applications under section 81 and restoration under section 346. Our corporate governance and compliance practice can audit the RJSC record and deliver a filing plan, our corporate and commercial advisory team handles the underlying corporate actions, and you can contact TRW directly.

Frequently asked questions

What is Schedule X in Bangladesh?

Schedule X is the prescribed form of the annual list of members and summary that section 36 of the Companies Act 1994 requires every company with a share capital to prepare and file with the Registrar. It records members, shareholdings, transfers, capital, calls, directors, auditors, charges and whether the last AGM was held.[1]

When is the annual return due?

The list and summary must be completed within twenty-one days after the first or only AGM of the year, and a signed copy filed with the Registrar forthwith. The deadline therefore depends on the date of the AGM, not on a fixed calendar date.[1]

How often must a company hold an AGM?

Once in every calendar year, with no more than fifteen months between meetings. The first AGM may be held within eighteen months of incorporation. The Registrar may grant a limited extension on application.[2]

Do private companies have to file audited accounts with the RJSC?

Yes. Section 190 applies to any company and requires three copies of the balance sheet and profit and loss account within thirty days of the AGM. A private company files them separately, and its profit and loss account is open only to members unless it is a subsidiary of a public company.[6]

What is Form XII and when is it filed?

Form XII is the return of particulars of directors, managers and managing agents required by section 115. It is filed within fourteen days of the first appointments and within fourteen days of any change, not only at the AGM.[4]

What is the RJSC late fee for a late annual return?

The RJSC fee schedule charges BDT 200 per document filed on time and states a late fee of BDT 500 per day, not exceeding BDT 1,000 per document, for filing beyond the scheduled time. Check the live schedule before paying.[10]

Can directors be fined personally for not filing?

Yes. Section 36(5) allows a fine of up to Tk 200 a day on every officer who knowingly and wilfully permits the default, and section 82 allows fines on every officer in default for a missed AGM.[1] [3]

Can the RJSC strike off a company that stops filing returns?

Yes. Under section 346 the Registrar may, after two letters and a Gazette notice giving ninety days to show cause, strike off a company it believes is not carrying on business. The company is dissolved on a further Gazette notice, but the liability of directors and members continues.[7]

How can a struck-off company be restored?

The company, a member or a creditor may apply to the court under section 346(6). The court may restore the name if the company was carrying on business when struck off or if restoration is otherwise just, and the company is then treated as never having been struck off.[7]

What if we missed several years of AGMs and returns?

Map the gaps against the RJSC record, regularise the meetings (through a Registrar extension if still available, or a court application under section 81(2) if not), complete any missing audits, and file each year's return and accounts in order with the late fees.[2] [10]