Annual return filing for a limited company in Bangladesh means submitting to RJSC, after each Annual General Meeting, the annual list of members and summary of share capital in Schedule X under the Companies Act 1994, together with AGM details and, where required, the audited financial statements. It applies to private and public limited companies every year, including dormant companies, and late filing attracts RJSC late fees.
Annual return filing is the one RJSC obligation that applies to every limited company every year, whether it traded or not. The return tells the Registrar who the shareholders are, how much capital has been issued and paid up, who the directors are, and when the AGM was held. Banks, NBR, BIDA and investors treat the latest filed return as the official snapshot of the company.
This page focuses only on the RJSC annual return for private and public limited companies: what goes in it, when it is due, what to do if returns are years behind, and how it differs from the income tax return filed with NBR. For the full year-round checklist, see annual compliance.
On this page
What the RJSC annual return contains
- Schedule X: the annual list of members with their shareholdings as at the AGM date
- Summary of share capital: authorised, issued, subscribed and paid-up capital
- Details of shares transferred since the last return
- Particulars of current directors and other officers
- Date of the AGM at which the return is made up
- For public companies, and where RJSC requires, a copy of the audited balance sheet and profit and loss account
When the annual return must be filed
The return is linked to the AGM. Under the Companies Act 1994, a company must hold its first AGM within eighteen months of incorporation and afterwards at least once every calendar year, with no more than fifteen months between AGMs. Schedule X is then filed with RJSC within the period the Act allows after the meeting. If an AGM is not held, the company is already in default for the AGM itself, and the return cannot be properly made up, so both problems need to be fixed together.
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Annual return vs. income tax return
These are different filings to different authorities, and confusing them is common. The RJSC annual return is a company law filing about ownership and governance. The company income tax return is filed with the company's Taxes Circle under the Income Tax Act 2023 and reports taxable income, supported by audited accounts. Both rely on the same audited financial statements, so a delayed audit usually delays both.
Clearing overdue annual returns
Many companies, particularly small family companies and dormant foreign subsidiaries, have not filed for several years. The fix is to reconstruct each missed year: confirm the shareholding and directors at each point, prepare AGM minutes for meetings that were held, and file each year's Schedule X in sequence with the applicable late fees set by RJSC. Where meetings were genuinely not held, the approach needs care and may involve applying to RJSC or the court, so we review the facts first.
Common annual return filing errors
- Shareholder list that ignores share transfers not yet registered with Form 117
- Paid-up capital in Schedule X that differs from the audited balance sheet
- Directors shown in Schedule X without a matching Form XII on file
- AGM date on the return that conflicts with the date in the audit report or minutes
- Foreign shareholders' names and passport details entered inconsistently between years
How the process works
- Collect year-end dataWe gather audited accounts, the share register, transfers during the year and current directors' details.
- Reconcile with RJSCThe company's own records are compared with the last filed return and RJSC record to catch inconsistencies.
- Prepare AGM documentsNotice, agenda, minutes and resolutions for adopting accounts and appointing the auditor are drafted.
- Draft Schedule XThe annual list of members and capital summary is completed and sent for director signature.
- File onlineWe submit the return on the RJSC portal, pay the filing fee and any late fee, and follow up on queries.
- Deliver recordsThe acknowledgement and filed copy are added to your statutory records for banks and auditors.
Typical timeline: A current-year annual return is usually prepared within a few working days of receiving audited accounts and AGM details; clearing several years of overdue returns can take a few weeks, depending on records and RJSC processing.
How Tax & VAT Associates helps
- AGM notice, minutes and resolutions drafted to match the audited accounts
- Schedule X preparation and online filing with RJSC
- Reconciliation of share register, Form 117 transfers and Form XII before filing
- Overdue return regularisation with calculation of RJSC late fees
- Annual reminders tied to your AGM and audit timetable
- Filed copies and acknowledgements organised for bank and investor requests
Frequently asked questions
Is annual return filing mandatory for a private limited company?
Yes. Every company with share capital registered under the Companies Act 1994 must file its annual list of members and summary in Schedule X after each AGM. The obligation applies even if the company had no business during the year.
What is Schedule X in RJSC?
Schedule X is the prescribed format for the annual list of members and summary of share capital. It records each shareholder, the number of shares held, transfers during the year, capital details and directors as at the AGM date. It is the core document of the RJSC annual return.
What is the penalty for late annual return filing at RJSC?
RJSC charges late fees for returns filed after the due period, calculated under its fee schedule, and the Companies Act 1994 also provides for fines against the company and its officers in default. Because the fee schedule changes from time to time, we calculate the current amount before filing overdue returns.
Do we need audited accounts to file the annual return?
The AGM at which the return is made up should consider the audited accounts, so in practice the audit needs to be completed first. Public companies must also file their audited balance sheet with RJSC. Filing a return without a genuine AGM and audited accounts creates inconsistencies that surface later in due diligence.
Can a company with years of missed returns still be fixed?
In most cases, yes. We prepare each missing year's documents, file the returns in order and pay the applicable late fees. Where AGMs were never held, or records are lost, the route depends on the facts and may need further steps, so we assess the company's history before filing.
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Learn more →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.