Registering a Society, Trust or Foundation in Bangladesh: Choosing the Form, the RJSC and Sub-Registrar Routes, and the Registrations That Follow

In this guide: Comparing the forms · Registering a society at RJSC · After registration: the annual list, amendments and dissolution · Creating a trust or a foundation by deed · Foreign donations, social welfare registration and tax

The short answer

Decide the form first, by asking three questions. Who controls it? If members elect the leadership, it is a society; if founders appoint trustees who replace themselves, it is a trust; if it needs to look like a company to banks and foreign donors, it is a s.28 company. Does it own land or an endowment? A trust holds property most simply; a society holds it in the name of the governing body or trustees appointed under its rules. Will it receive foreign money? Then whichever form you pick must also register with the NGO Affairs Bureau before the first remittance. For a society: name clearance at app.roc.gov.bd, a memorandum of association (name, objects, names of the governing body) signed by at least seven founders, rules and regulations (membership, meetings, elections, finance, amendment, dissolution), the founders’ NIDs and photographs, a registered address, and the Tk 15,000 + VAT fee (society name clearance is Tk 2,000); certificate in four to eight weeks. For a trust: a trust deed drafted with objects, trust property, trustees and their powers, succession and the bar on private benefit, stamped and registered at the Sub-Registrar’s office where the property or the settlor is. For a s.28 company: name clearance, a Memorandum and Articles with a non-distribution clause, and an application to the Registrar for the licence, followed by incorporation.

Comparing the forms

A cooperative society under the Cooperative Societies Act 2001 is a different thing — a member-owned business registered with the Department of Cooperatives, not a charity — and a trade organisation (chamber or association of a trade) needs a licence under the Trade Organisation Act 2022 before RJSC registration. A waqf is created and administered under the Waqf Ordinance 1962 through the Waqf Administrator.

Registering a society at RJSC

The Societies Registration Act 1860 lets seven or more persons associated for a literary, scientific or charitable purpose — read widely to include education, welfare, sport, culture and professional fellowship (s.20) — form a society by subscribing a memorandum of association and filing it with the Registrar (s.1). The memorandum states the name, the objects, and the names, addresses and occupations of the governing body (s.2); with it go the rules and regulations, certified by at least three members of the governing body (s.2), covering membership classes and fees, the general meeting and its quorum, election and term of the executive committee, office-bearers’ powers, finance and bank operation, audit, amendment of the rules and dissolution. The RJSC procedure: name clearance on the portal (the Registrar refuses names suggesting government patronage and is cautious with “Bangladesh”, “National” and “Foundation” for a society), upload of the memorandum and rules signed by the founders, the founders’ NIDs and photographs, proof of the registered address, a list of members, and the fee — Tk 15,000 + VAT since the 2023 revision, with society name clearance at Tk 2,000 (raised from Tk 1,000). The Registrar commonly raises queries on the objects and the dissolution clause, which must provide that on dissolution the surplus goes to another society with similar objects and not to members (s.14). Four to eight weeks is usual.

After registration: the annual list, amendments and dissolution

Section 4 requires a society, once a year, on or before the fourteenth day after its annual general meeting (or in January if the rules provide no AGM), to file with the Registrar a list of the names, addresses and occupations of its governing body; it is the society’s equivalent of Form XII, and a society that never files it is the one whose bank refuses to change signatories after an election. Amendment of objects or amalgamation needs a proposal by the governing body, a special general meeting on ten days’ notice, a three-fifths vote and confirmation at a second meeting a month later (s.12), then filing; amendment of the rules follows the procedure the rules themselves set, then filing. Disputes over elections and control are frequent; the rules, not the Act, decide most of them, and the civil court is the forum. Dissolution under s.13 needs three-fifths of members; property is not distributed to members but transferred to another society, with the court deciding if members cannot agree (s.14). A society registered decades ago with a two-page set of rules usually needs a new set before it can open accounts or receive grants; that is a rules amendment, not a re-registration.

Creating a trust or a foundation by deed

A trust is created when a settlor transfers property to trustees to hold for stated objects. A private trust for named beneficiaries is governed by the Trusts Act 1882; a public charitable trust — the usual vehicle for a “foundation” — is governed by the general law of charitable trusts and the deed. The deed should state: the settlor and the initial trust property (a cash sum, land, shares); the objects, expressed as charitable and exclusive; the first trustees, their number, how vacancies are filled and how a trustee is removed; trustees’ powers (investment, borrowing, employing staff, opening accounts) and meetings; the bar on any trustee or the settlor’s family receiving benefit except reasonable expenses; accounts and audit; amendment (usually only of administrative clauses); and dissolution with the property passing to another charity. The deed is stamped under the Stamp Act schedule for a declaration or settlement of trust (the duty depends on the property settled — we compute it on the draft) and registered at the Sub-Registrar’s office under the Registration Act 1908; land settled on the trust must be conveyed by a registered deed and mutated in the trustees’ names. The trust then obtains a TIN in the trustees’ or the trust’s name and opens a bank account. There is no annual filing with any registrar, which is the trust’s attraction and its weakness: banks and donors ask for audited accounts and trustee minutes instead.

Foreign donations, social welfare registration and tax

NGO Affairs Bureau: under the Foreign Donations (Voluntary Activities) Regulation Act 2016, any person or organisation — society, trust, company or individual — that receives a foreign donation for voluntary activity must first register with the Bureau, then obtain project-by-project approval before using the money; the bank will not release a foreign grant to an unregistered body. Registration requires the underlying registration certificate, constitution, governing-body particulars and clearance, and is renewed every ten years. Department of Social Services: an organisation carrying on social-welfare activity (care of children, the elderly, persons with disability, relief, rehabilitation) is required to register under the Voluntary Social Welfare Agencies Ordinance 1961, whatever its primary form; many small charities register only there. Tax: registration in any form does not make income tax-free. A charity’s income is exempt only to the extent the Income Tax Act 2023 and its schedules exempt income of a charitable or religious institution applied to its objects, and donors get investment-allowance credit only for donations to bodies the NBR has approved. The organisation needs a TIN, files a return, and — if it supplies taxable services or sells goods — may need a BIN. Our Companies Act guide covers the s.28 company, and the RJSC portal steps are in our RJSC online guide.