RJSC Annual Return, AGM and Late Fees: The Compliance Calendar for a Private Limited Company

In this guide: The AGM: sections 81–83 · The annual return: Schedule X, section 36 · The accounts: sections 183–190 · Fees, late fees and what the Registrar does about arrears · Catching up after years of default

The short answer

Fix the year end (30 June for most companies, to match the tax year), get the accounts audited within three months, and hold the AGM inside the window the calculator above gives — in practice by 31 December for a June year end, and never more than 15 months after the last one. At the AGM the members adopt the accounts, declare any dividend, elect or re-elect directors and appoint the auditor. Within 21 days file the annual return in Schedule X at app.roc.gov.bd (Tk 200 + VAT), signed by a director and the secretary or another director, with the auditor’s consent in Form 23B; within 30 days file the audited accounts with the directors’ and auditor’s reports. If any director changed during the year, Form XII should already have been filed within 14 days of the change. The company’s income-tax return is separate, due on the 15th day of the seventh month after the year end (15 January for a June year end), with the same audited accounts. Keep the minute book, register of members and register of directors written up; the Registrar and the tax officer both ask for them.

The AGM: sections 81–83

Section 81 requires every company to hold an annual general meeting in each calendar year, the first within 18 months of incorporation and each later one not more than 15 months after the previous one; the Registrar may extend the period for a particular year by up to 90 days on application, but not the first AGM. Notice is 21 days (s.85), stating the business; a private company’s Articles may allow shorter notice with the consent of all members entitled to attend. Ordinary business: adopting the audited accounts and the directors’ report, declaring dividends, electing directors in place of those retiring, and appointing the auditor and fixing remuneration. Quorum is per the Articles (Table A: two members for a private company). Section 82 makes default an offence by the company and every officer in default, with a fine up to Tk 10,000 and a further Tk 250 for every day the default continues; s.83 lets the Company Court call a meeting on a member’s application where the company has failed to. A single-shareholder OPC holds no AGM (s.392E); every other company does, including a dormant one — the meeting of two family members in the office, minuted, is still the AGM, and skipping it is what starts the arrears.

The annual return: Schedule X, section 36

Section 36 requires a company with share capital to file, within 21 days after the AGM, a return containing the particulars in Schedule X: the registered office, the register of members and debenture holders, a summary of share capital and shares issued, the list of past and present members with their holdings and transfers since the last return, the particulars of directors, managers and secretary, and the company’s indebtedness on mortgages and charges. It is signed by a director and by the manager or secretary (or a second director). The filing fee is Tk 200 + VAT and it is processed within the Citizen’s Charter time; the auditor’s consent letter (Form 23B) and the AGM minutes are uploaded with it. Default is a fine up to Tk 200 for every day it continues (s.36(5)), on the company and every officer. The return is the public record of who owns and runs the company: it is what a bank, buyer or court reads first, and a return that does not match the share transfers filed during the year will be queried. Where no AGM was held, the return is still due by the date the AGM should have been held — the Act does not let a company avoid the return by avoiding the meeting.

The accounts: sections 183–190

The board must lay before the AGM a balance sheet and profit-and-loss account made up to a date not more than nine months before the meeting (s.183), audited (ss.210–213), with the directors’ report (s.184) and the auditor’s report attached; directors who fail are liable to a fine (s.185). Section 190 requires a copy of the balance sheet and documents annexed to be filed with the Registrar within 30 days after the AGM, with a fine for default. A private company’s accounts are not open to public inspection in the same way as a public company’s, but they are on the Registrar’s file. The accounts must be audited by a chartered accountant in practice, who is appointed at the AGM and holds office to the next; a company with no auditor appointed is already in default. Every company, however small, must be audited — the “small company” audit exemptions of other jurisdictions do not exist in Bangladesh — and the same audited accounts are attached to the company’s income-tax return.

Fees, late fees and what the Registrar does about arrears

The RJSC late fee is separate from the statutory fine. Under the Ministry of Commerce’s 2023 revision, a document filed late carries a late fee of Tk 5 for each day of delay, capped at Tk 1,000 per document (raised from Tk 2 a day) — so a company five years behind pays at most Tk 1,000 in late fees per return, not the lakhs people fear. The real sanctions are practical: the portal blocks every other filing (share transfers, Form XII, name changes) until the annual returns are up to date; banks refuse facilities on a stale Form XII; and after years of no returns the Registrar may begin strike-off under s.346, which dissolves the company and vests its assets in the government — see our strike-off guide. Statutory fines are prosecuted rarely but can be, and fall on the directors personally.

Catching up after years of default

A company that has not filed for several years is brought current in one exercise: (1) audited accounts for every missing year, prepared and signed now by a chartered accountant (the auditor can be appointed by the board to fill the vacancy); (2) one AGM per missing year, held now in sequence on consecutive dates and minuted with the dates they were actually held, adopting each year’s accounts; (3) a Schedule X return for each year, filed in order from the oldest, each with the late fee; (4) the balance sheets filed for each year; (5) Form XII bringing the directors current, with Form IX consents for any director who was never filed; and (6) the company tax returns for the same years if those were missed too. The portal accepts the filings in sequence and releases the block once the latest return is accepted. Budget four to eight weeks and professional fees that scale with the number of years; the government fees are modest. A company that cannot be brought current — missing records, deceased directors, disputed shareholding — is a candidate for winding-up or restoration proceedings instead, which is a Court matter.