What happens if a Private Limited Company misses its annual RJSC filings?

Late filing of Schedule X and audited financial statements leads to cumulative late fees at RJSC, blocks the company from recording new director changes or share transfers, and can require a High Court condonation petition if AGM deadlines are significantly lapsed.

What is the difference between a Liaison Office and a Branch Office under BIDA?

A Liaison (Representative) Office cannot generate local commercial revenue in Bangladesh and must meet all expenses through inward remittance from its foreign parent. A Branch Office can engage in commercial activities explicitly approved in its BIDA permission letter.

Practice Area 04•Statutory & Advisory Practice

Company Formation & Regulatory Compliance

Name: M.S. Salekin & Co.
Address: House No: 49/1/B (1st Floor), Purana Paltan Line, Dhaka-1000, Bangladesh, Dhaka, 1000, BD
Telephone: +88 01916 818858
Price range: ৳৳

RJSC company incorporation, partnership registration, annual returns (Schedule X, Form XII), BIDA foreign investment setup, and secretarial compliance.

Enquire About Company Formation & Regulatory Compliance Speak with our office: +88 01916 818858

Service Overview

Selecting and maintaining the right legal vehicle in Bangladesh—whether a Private Limited Company, One Person Company (OPC), Partnership Firm, Society, or Foreign Branch/Liaison Office—shapes your tax profile, banking capabilities, and investor readiness.

M.S. Salekin & Co. handles end-to-end entity formation and ongoing corporate secretarial compliance with the Registrar of Joint Stock Companies and Firms (RJSC), Bangladesh Investment Development Authority (BIDA), City Corporations, and sector regulators.

Who This Service Is For

Founders and entrepreneurs incorporating a Private Limited Company or One Person Company (OPC)
Foreign investors establishing a 100% foreign-owned subsidiary, Joint Venture, Branch Office, or Liaison Office
Existing companies requiring annual RJSC filings (Schedule X, Form XII, Form XV, share transfers, capital increases)
Professional partnerships, trade associations, and societies registering under the Partnership Act or Societies Registration Act

What We Do & Key Deliverables

Every engagement is scoped in writing with clear outputs reviewed by Mohammad Sirajus Salekin, FCA.

RJSC Incorporation (Private/Public Ltd, OPC & Partnership)

Name clearance, drafting of Memorandum & Articles of Association (MoA & AoA), digital submission, and obtaining Certificate of Incorporation, Form XII, and certified copies.

Post-Incorporation Statutory Setup

Obtaining Trade License, 12-digit e-TIN, 13-digit e-BIN, Chamber of Commerce membership, and Import/Export Registration Certificates (IRC/ERC).

BIDA & Foreign Investment Registration

BIDA permission for Branch/Liaison/Representative Offices, industrial project registration, expatriate work permits, E-visa recommendations, and Section 18B Bangladesh Bank reporting.

Annual RJSC Corporate Secretarial Filings

Drafting AGM notices and minutes, filing Annual Summary of Share Capital (Schedule X), audited balance sheet submission, and updating director/shareholding changes (Form XII, Form IX, Form XV, Form 117).

Documents Typically Required

We share a customized document request list upon engagement onboarding. Core records typically include:

Proposed entity names (2–3 options in order of preference) and summary of business objectives
National ID (NID), e-TIN Certificate, passport-size photos, email, and mobile numbers of all Directors/Shareholders
Passport copies, Certificate of Incorporation of parent company, Board Resolution, and encashment certificate (for foreign shareholders)
Authorized and Paid-up Capital structure and shareholding percentages
Registered office address details and commercial rental agreement / ownership proof (for Trade License & BIN)

Typical Engagement Timeline

Actual turnaround depends on transaction volume, readiness of primary records, and regulatory authority processing queues.

Phase 011 – 2 Business Days

RJSC Name Clearance

Availability search and online name reservation with RJSC.

Phase 023 – 5 Business Days

MoA/AoA Drafting & Incorporation Submission

Drafting constitutional documents, subscriber signatures, fee payment, and RJSC digital filing.

Phase 035 – 10 Business Days

Post-Incorporation Licenses (e-TIN, Trade License, BIN)

Sequential registration with NBR and local City Corporation/Municipality.

Phase 043 – 6 Weeks (Subject to Inter-Ministerial Committee review)

BIDA Branch / Liaison Office Permission (Foreign Entities)

Document attestation, BIDA OSS application, and Bangladesh Bank intimation.

Relevant Bangladesh Laws & Authorities

The Companies Act 1994 & Partnership Act 1932

Governs formation, governance, share transfers, and annual filings

Registrar of Joint Stock Companies and Firms (RJSC)

Primary registry for companies, partnerships, and societies

Bangladesh Investment Development Authority (BIDA)

Regulates foreign/local industrial registration, branch offices, and work permits

Bangladesh Bank (FEID) & BSEC

Oversees foreign equity inward remittance (Form-C), repatriation, and capital issuances

Frequently Asked Questions — Company Formation & Regulatory Compliance

Yes, in most sectors (excluding a small list of reserved/controlled sectors), 100% foreign equity ownership is permitted. Foreign shareholders must bring in their paid-up capital through an Authorized Dealer (AD) bank in Bangladesh and obtain an Encashment Certificate prior to RJSC incorporation.

Confidential Consultation • M.S. Salekin & Co.

Let’s talk about what comes next.

Schedule a confidential initial consultation with Mohammad Sirajus Salekin, FCA (Fellow Chartered Accountant (FCA), Member of ICAB) to discuss your organisation’s statutory requirements or personal tax filing.

Submit an Enquiry Call +88 01916 818858