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Annual Compliance for Companies in Bangladesh

A year-round calendar of audits, AGMs, RJSC filings, tax returns and renewals, so deadlines never arrive as surprises.

Quick answer

Annual compliance for a Bangladeshi company is the recurring cycle of yearly obligations: closing the books and completing the statutory audit, holding the AGM and filing Schedule X with RJSC, filing the corporate income tax return with audited accounts, renewing the trade licence and other licences, and keeping monthly VAT and periodic withholding returns current. Planning it as a calendar avoids clustered deadlines and late fees.

Annual compliance is the part of company administration that repeats every year and still catches businesses out, because the deadlines are spread across different authorities and depend on each other. You cannot hold a proper AGM without audited accounts, you cannot file a complete tax return without them either, and banks renewing facilities will ask for both.

This page lays out a practical annual compliance calendar for a private limited company with the common July to June income year. If your year-end differs, the sequence is the same and the dates shift. For a law-by-law list of obligations, see our statutory compliance guide. The same plan works for dormant companies, which still carry most of these duties.

On this page
  1. Annual compliance calendar (July to June income year)
  2. Key annual deadlines in more detail
  3. Annual renewals beyond RJSC and NBR
  4. How annual compliance obligations depend on each other
  5. Common annual compliance mistakes
  6. Process
  7. FAQs

Annual compliance calendar (July to June income year)

The sequence below is typical; exact statutory due dates should be confirmed against the current Income Tax Act 2023, Finance Act and RJSC requirements each year.

  • July to August: close the books for the year ended 30 June, reconcile bank, VAT and withholding records
  • July: apply new Finance Act rates to withholding, VAT and payroll from 1 July
  • July onwards: renew the trade licence for the new fiscal year within the licensing authority's renewal window
  • August to October: statutory audit fieldwork and finalisation of BFRS/IFRS financial statements
  • Before the company tax deadline: board approves accounts and the corporate income tax return is filed
  • AGM within the Companies Act time limit, followed by Schedule X filing with RJSC
  • Every month: Mushak 9.1 VAT return by the 15th and timely deposit of TDS and VDS
  • Periodically through the year: withholding tax returns and advance tax instalments where applicable

Key annual deadlines in more detail

For companies, the Income Tax Act 2023 sets Tax Day generally as the fifteenth day of the seventh month after the income year ends, which for a 30 June year-end falls in mid-January, unless the rules or an extension provide otherwise. The AGM must be held once in every calendar year, with no more than fifteen months between meetings, and the first AGM within eighteen months of incorporation. Schedule X, the annual list of members and summary of share capital, is filed with RJSC after the AGM within the period the Act allows.

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Annual renewals beyond RJSC and NBR

  • Trade licence from the City Corporation, Pourashava or Union Parishad
  • IRC and ERC renewal with CCI&E for importers and exporters
  • Work permit and visa renewals for foreign employees through BIDA, BEZA or BEPZA and immigration
  • Fire licence, environmental clearance or factory licence where your premises require them
  • Membership certificates of chambers or trade associations that banks and licensing bodies ask for
  • Sector-specific licences and their annual reports

How annual compliance obligations depend on each other

The audit is the bottleneck. Late bookkeeping delays the audit, which delays the board meeting, which delays both the tax return and the AGM, and each of those then becomes a separate late filing. We therefore plan backwards from the tax and AGM dates and fix a books-closing date that leaves the auditor enough time. Licence renewals are planned separately because several need the previous year's tax return or trade licence as a supporting document.

Common annual compliance mistakes

  • Starting the audit too late and then filing tax returns on extension every year
  • Holding a paper AGM without actually approving audited accounts
  • Forgetting Schedule X because the company's shareholding has not changed
  • Renewing the trade licence but not updating its address or business type after changes
  • Ignoring work permit expiry dates until the employee's visa is at risk
  • Not applying new Finance Act withholding rates from 1 July

How the process works

  1. Kick-off meetingWe confirm your income year, licences, sites, employees and foreign shareholders to build the year's checklist.
  2. Personalised calendarA dated annual compliance calendar is issued, with responsibilities split between your team and ours.
  3. Year-end close and auditWe help close the books, prepare schedules for the auditor and coordinate audit timing.
  4. Tax return and AGMThe corporate income tax return is prepared for filing, and AGM notices, minutes and Schedule X are drafted and filed.
  5. Renewals trackingTrade licence, IRC/ERC, work permits and other renewals are tracked with reminders well before expiry.
  6. Year-end reviewWe confirm all items are complete, archive evidence and carry lessons into next year's calendar.

Typical timeline: Most annual compliance work runs from July to January for June year-end companies; individual items such as AGM paperwork take days, while the audit and tax return together typically take several weeks depending on the state of the books.

How Tax & VAT Associates helps

  • Company-specific annual compliance calendar with owners and dates
  • Year-end closing support and audit coordination
  • Corporate income tax return preparation with supporting schedules
  • AGM documentation and Schedule X filing with RJSC
  • Reminders and filing support for trade licence, IRC/ERC and work permit renewals
  • Monthly VAT and withholding return support across the year

Frequently asked questions

What is included in annual compliance for a private limited company in Bangladesh?

Typically: statutory audit of the annual financial statements, board approval of accounts, the corporate income tax return, the AGM and Schedule X filing with RJSC, trade licence renewal, and any IRC, ERC, work permit or sector licence renewals. Monthly VAT and periodic withholding returns run alongside throughout the year.

When must a company hold its AGM in Bangladesh?

Under the Companies Act 1994, the first AGM must be held within eighteen months of incorporation. After that, an AGM must be held at least once in every calendar year, and not more than fifteen months after the previous one. RJSC may extend the time in some cases on application.

Does a dormant company still have annual compliance?

Yes. A company with no business still exists in law, so it must hold its AGM, file Schedule X, have its accounts audited and file an income tax return. If the company will not be used, it is often cheaper over time to wind it up or seek striking off than to maintain it.

What happens if we miss the corporate tax return deadline?

Late filing can lead to penalties, interest on unpaid tax and loss of certain benefits, and the PSR you need for banking and licensing will be delayed. The Income Tax Act 2023 allows time extensions in some circumstances on application. File as soon as possible and seek advice on the current penalty rules.

Can annual compliance be outsourced completely?

Most of the preparation can be outsourced: bookkeeping, schedules, tax return drafting, AGM papers and RJSC filings. The audit must be done by an independent auditor, and directors still sign the accounts, returns and resolutions. We coordinate all parties so your team only needs to approve and sign.

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Last reviewed: . Bangladesh tax and regulatory rules change with each Finance Act, SRO and authority circular. This page is general guidance; confirm current requirements for your case before filing.

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