Statutory Compliance in Bangladesh: What the Law Requires

Statutory compliance in Bangladesh is defined by the laws your business falls under, not by preference or by what competitors happen to do. Each statute creates its own duties and its own regulator, and many businesses only learn about an obligation when a notice arrives from a Taxes Circle, a VAT Commissionerate or a labour inspector.

This page sets out those duties law by law, so owners, finance managers and new foreign investors can see the full picture in one place. It is a reference, not a substitute for advice: which items apply to you depends on your legal form, sector, size, location and whether you import, export or employ foreigners.

Company law: Companies Act 1994 and RJSC

• Hold the first AGM within 18 months of incorporation and then at least once each calendar year
• File the annual list of members and summary (Schedule X) with RJSC after each AGM
• Report changes in directors and officers (Form XII), share allotments (Form XV) and registered office (Form VI)
• Maintain registers of members, directors and share transfers, and minute books
• Have accounts audited by a qualified auditor appointed under the Act

Income tax: Income Tax Act 2023 and NBR

Every company must hold an e-TIN and file an annual return of income with its Taxes Circle, together with audited financial statements. Companies also act as withholding agents: tax must be deducted at source (TDS) from salaries, supplier payments, rent, professional fees and other specified payments, deposited to the government treasury within the prescribed time and reported in periodic withholding tax returns. Advance tax may be payable during the year. Rates, thresholds and due dates are set by the Act and the annual Finance Act, and should be checked each year.

VAT: VAT and Supplementary Duty Act 2012

• Obtain a BIN (registration through Mushak 2.1) or turnover tax enlistment where applicable
• Issue Mushak 6.3 VAT invoices for taxable supplies
• Maintain purchase and sales registers (Mushak 6.1 and 6.2) where required
• File the monthly VAT return (Mushak 9.1) by the 15th of the following month
• Deduct VAT at source where you are a VDS entity and issue Mushak 6.6 certificates

Labour, licensing and other statutes

The Bangladesh Labour Act 2006 and its rules govern appointment letters, working hours, leave, wage payment, service books, and, for covered establishments, participation and welfare funds and safety committees. Factories and certain establishments need DIFE licences or registration. Outside labour law, a trade licence from the City Corporation, Pourashava or Union Parishad must be held and renewed annually; importers and exporters need IRC or ERC from CCI&E; and sector-specific licences, environmental clearance from the Department of Environment, or fire licences may apply.

Foreign exchange and investment statutes

Companies with foreign shareholders, foreign loans, foreign employees or cross-border service payments must follow the Foreign Exchange Regulation Act 1947 and Bangladesh Bank's Guidelines for Foreign Exchange Transactions, generally through their authorised dealer bank. Foreign-invested companies may also need BIDA, BEZA or BEPZA registration and approvals, and foreign nationals need work permits before taking up employment.

Consequences of statutory non-compliance

Each statute carries its own sanctions, including late fees, fines, interest, penalties, disallowance of expenses or input tax, licence suspension and, in serious cases, prosecution of responsible officers. Specific amounts are set by the governing law, Finance Act or authority and change over time, so we confirm the current position before advising on exposure or voluntary correction.

How the process works

1. Applicability reviewWe identify which statutes apply based on your entity type, ownership, activities, sites and workforce.
2. Registration checke-TIN, BIN, trade licence, IRC/ERC, BIDA and other registrations are verified for validity and correct details.
3. Filing history reviewRecent RJSC, income tax, withholding and VAT filings are checked for completeness and timeliness.
4. Statutory calendarWe prepare a calendar of every statutory due date that applies to you for the year.
5. Filing and payment supportReturns are prepared or reviewed, payments computed, and evidence such as PSRs and acknowledgements archived.

Typical timeline: A statutory applicability and gap review typically takes one to three weeks for a single-site business, depending on how quickly records are available; correcting past defaults depends on the authority involved.

How Tax & VAT Associates helps

• Written applicability matrix listing every statute and obligation relevant to your business
• Verification of registrations: e-TIN, BIN, trade licence, IRC/ERC, BIDA and others
• Preparation or review of income tax, withholding and VAT returns
• RJSC annual and event-based filings
• Labour law compliance check covering contracts, payroll records and DIFE requirements
• Guidance on voluntary correction of past defaults

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.