Corporate Secretarial Services in Bangladesh

Corporate secretarial work is the quiet discipline behind every limited company in Bangladesh. Each time directors meet, shares change hands, an officer resigns or the registered office moves, the Companies Act 1994 expects a written trail: a notice, a resolution, minutes signed by the chair, an updated register and, often, a form lodged with the Registrar of Joint Stock Companies and Firms (RJSC).

Many owner-managed private companies in Dhaka and Chattogram do this work only when a bank, auditor or buyer asks for it, and then discover gaps that take weeks to reconstruct. This page is for directors, finance managers and foreign shareholders who want an outsourced company secretary function that runs continuously, rather than a one-off filing service.

What corporate secretarial work involves

The Companies Act 1994 does not require every private company to appoint a qualified company secretary, but it does require the work a secretary normally performs. Directors remain personally responsible if registers are missing or filings are late, so the function has to sit somewhere.

• Preparing notices, agendas and board papers for directors' meetings
• Drafting ordinary and special resolutions, including written resolutions where the articles allow
• Writing and maintaining the minute books for board and general meetings
• Keeping the register of members, register of directors and register of share transfers
• Issuing share certificates and recording allotments and transfers
• Holding the common seal (where the company uses one) and recording its use
• Preparing RJSC forms such as Form XII, Form XV, Form VI, Form 117 and Schedule X

Corporate secretarial support vs. corporate compliance

Secretarial work is the record-keeping and meeting-management layer. Corporate compliance is wider: it tracks every obligation the company has to every regulator, from NBR tax returns to trade licence renewals. A company can have a full compliance calendar yet still fail an investor's due diligence because its minute book is incomplete or its share register does not match the RJSC record.

We treat the two as linked but distinct. Our corporate secretarial service makes sure the internal records are complete and consistent with what is on file at RJSC; our corporate compliance service then uses those records to meet external deadlines.

When companies typically need a company secretary function

• After incorporation, to set up registers, issue share certificates and hold the first board meeting
• Before the AGM, to prepare notices, financial statements approval and the annual list of members
• When directors join or leave, so that Form XII is filed and the register of directors updated
• When new shares are allotted or existing shares are transferred, including to foreign investors
• Before opening bank facilities, where the bank asks for board resolutions and certified documents
• Ahead of fundraising, acquisition or audit, when records must be reconciled and complete

Documents we maintain and prepare

A well-kept secretarial file typically contains the certificate of incorporation, Memorandum and Articles of Association, every filed RJSC form with its acknowledgement, minute books, statutory registers, copies of share certificates, director consents and declarations, and any shareholders' agreement. For companies with foreign shareholders, we also keep the board resolutions and inward remittance documents that support each share issue, because banks and Bangladesh Bank reporting often depend on them.

Common corporate secretarial mistakes to avoid

• Changing directors or shareholders in practice without filing the matching RJSC form
• Allotting shares to foreign investors before the remittance is received and documented
• Signing minutes months after the meeting, with dates that do not match bank or tax records
• Losing the original share certificate book or common seal register
• Holding AGMs on paper only, so that Schedule X does not reflect the actual shareholding
• Letting the articles of association drift out of date with how the company is actually run

How the process works

1. Records health checkWe review your MoA, AoA, RJSC filing history and existing minute books to find gaps between the internal record and the RJSC portal.
2. Rectification planMissing resolutions, unfiled forms and register errors are listed and prioritised, with a plan for regularising them through the proper RJSC process.
3. Meeting calendarWe set the board meeting and AGM schedule for the year and agree who signs what and when.
4. Ongoing draftingFor each corporate event we draft the notice, resolution and minutes, and update the relevant register.
5. RJSC filingRelated forms are prepared, signed and submitted online to RJSC, and the acknowledgement is filed in your records.
6. Annual reviewOnce a year we reconcile the minute book, registers and RJSC data so the company is ready for audit, banks or investors.

Typical timeline: Routine resolutions and minutes are usually prepared within a few working days; a full records clean-up for a company with years of gaps can take several weeks, depending on the documents available and RJSC processing.

How Tax & VAT Associates helps

• Outsourced company secretary support on a retainer or per-event basis
• Drafted board and shareholder resolutions, notices and minutes in English
• Maintained statutory registers and share certificate records
• Preparation and online submission of RJSC forms with acknowledgement tracking
• Records clean-up before audit, due diligence, bank financing or share sale
• Coordination with your auditor, bank and tax adviser so documents match

Frequently asked questions

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Last reviewed: 6 October 2026. 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.