TRW & Co · Corporate, Commercial & IP
Company Secretarial Services in Chittagong: RJSC Compliance in Chattogram
Company secretarial services in Chittagong keep a company's RJSC record, registers and board decisions accurate: annual general meetings, annual returns, director and shareholder changes, allotments, transfers and charges. Clean records matter when a bank lends, an investor arrives or a family disagrees, and proposed 2026 reforms to the Companies Act 1994 would raise the bar further.
Key pointThe RJSC record is what banks, buyers and courts check first; the most common and costly problem in Chattogram family companies is a register of members, minute book and RJSC filing history that tell three different stories about who owns and runs the company.
At a glance
AGM every calendar year
Section 81 requires the first AGM within 18 months of incorporation, then one each calendar year with no more than 15 months between meetings.
Annual return after AGM
Section 36 requires an annual list of members and summary of share capital, signed by directors and filed with the RJSC after the AGM.
Charges must be registered
Mortgages and charges over company assets must be registered with the RJSC and entered in the company's register of charges.
Company Tax Day
Company tax returns are due by the 15th of the seventh month after the income year ends, or 15 September if that falls later.
Reform on the way
A draft Companies (Third Amendment) Act 2026 proposes beneficial ownership declarations, electronic registers and mandatory company secretaries for larger companies.
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What company secretarial work covers for Chattogram companies
Company secretarial services in Chittagong keep a company's legal records, filings and decision-making in order: annual general meetings and annual returns with the Registrar of Joint Stock Companies and Firms (RJSC), board and shareholder resolutions, statutory registers, changes of directors and shareholders, share allotments and transfers, charges, and amendments to the memorandum and articles. Done well, it is invisible. Done badly, it surfaces at the worst moment: during a bank loan, a sale, an investment or a family dispute.
Chattogram has a particular profile. Many companies are family-owned trading, shipping, steel, garment and real estate businesses incorporated decades ago, with records that have drifted from reality. Others are subsidiaries of foreign groups in the export zones, where the parent expects international standards of governance. Both need accurate records that a bank, buyer or court will accept without question.
This page explains the legal framework, the annual calendar, event-driven filings, the common failures we see and how TRW & Co supports boards. For new incorporations see our company registration lawyers, and for wider corporate work see our corporate lawyers.
The legal framework: the Companies Act 1994 and the RJSC
Private and public companies in Bangladesh are governed by the Companies Act 1994, as amended, including the 2020 amendment that introduced one person companies. The Act sets the rules on registers, meetings, returns, directors, share capital, charges, accounts and audit. Filings are made with the RJSC, largely through its online system, and the RJSC has a Chattogram office for companies registered there.
Key provisions for company secretaries
- Register of members (section 34): every company must keep a register of members with prescribed particulars, and daily default fines apply if it does not.
- Annual list and summary (section 36): the annual return of members and share capital, signed by directors and filed with the RJSC after the annual general meeting.
- Transfer of shares (section 38): share transfers are made by instrument of transfer and registered by the company, subject to the articles.
- Registered office (section 77): the company must have a registered office, and changes must be notified to the RJSC.
- Annual general meeting (section 81): the first AGM within 18 months of incorporation, and thereafter once every calendar year with no more than 15 months between meetings.
- Directors (sections 91 and 115): appointment of directors and the register of directors, managers and managing agents, with changes notified to the RJSC.
- Allotment (section 151): particulars of share allotments must be filed with the RJSC.
- Charges (sections 159 and 163): mortgages and charges created by the company must be registered with the RJSC and recorded in the company's register of charges.
- Accounts and audit (sections 181, 183, 190 and 210): books of account, audited balance sheet and profit and loss account laid before the AGM, filing with the RJSC, and appointment of auditors.
Reform in progress
In August 2026 the Financial Express reported that a draft Companies (Third Amendment) Act 2026 was going through the approval process. Proposals reported include electronic registers and filings, beneficial ownership declarations, mandatory company secretaries for listed companies and larger companies, wider RJSC powers, changes to one person companies, simpler striking off of defunct companies and higher fines with longer filing deadlines. None of these changes is law until enacted, but boards should prepare, particularly for beneficial ownership disclosure.
Other regulators
Listed companies must also follow the Bangladesh Securities and Exchange Commission's Corporate Governance Code, which has its own requirements on board composition, committees and the company secretary. Companies with foreign shareholders have Bangladesh Bank reporting obligations on share issues, transfers and dividends. Investment registration that BIDA used to handle now sits with the Invest Bangladesh Authority under the Invest Bangladesh Act 2026. EPZ companies also answer to BEPZA.
The annual calendar for company secretarial services in Chittagong
A company's year has a fixed rhythm. The table sets out the core recurring obligations for a typical private limited company. Exact dates depend on the company's financial year, its date of incorporation and the date of its last AGM, so we build a calendar for each client.
| Obligation | Law or authority | Timing | Notes |
|---|---|---|---|
| Audit of annual accounts | Companies Act 1994, ss. 183 and 210 | Before the AGM | Auditors are appointed at the AGM; financial statements must be audited |
| Annual general meeting | Companies Act 1994, s. 81 | Every calendar year, no more than 15 months apart | First AGM within 18 months of incorporation |
| Annual return (annual list and summary) | Companies Act 1994, s. 36; RJSC | Shortly after the AGM, within the statutory period | Shows members, shareholdings and share capital |
| Filing of audited accounts | Companies Act 1994, s. 190; RJSC | Within the statutory period after they are laid at the AGM | Requirements differ by company type |
| Corporate income tax return | Income Tax Act 2023; NBR | By the company's Tax Day: the 15th of the seventh month after the income year ends, or 15 September if later | Coordinate with the audit timetable |
| Trade licence renewal | Chattogram City Corporation or local authority | Periodic renewal | Banks and counterparties often ask for a current licence |
| Sector licences and IRC/ERC | Relevant regulator; CCI&E | As each licence requires | Lapsed licences can block LCs and contracts |
The AGM is the hinge of the calendar. Without it, the accounts cannot be adopted, the annual return cannot be filed on a proper basis and the auditor's appointment lapses. Our guide to the RJSC annual return explains the filing itself.
Event-driven filings and approvals
Most RJSC problems come not from the annual cycle but from events that were never documented properly. Each of the following usually needs a board or shareholder resolution, an update to a statutory register and a filing with the RJSC within a short statutory period.
- Appointment, resignation or removal of directors, including the managing director, with consents and updated particulars.
- Allotment of new shares, including the resolution, valuation where relevant, receipt of consideration and the return of allotment.
- Transfer and transmission of shares, including instruments of transfer, stamp duty, board approval and, on death, succession documents. See our guide to the share transfer process.
- Increase of authorised capital and changes to the memorandum or articles, usually needing a special resolution and RJSC approval or registration.
- Change of registered office or company name, with notices to the RJSC, banks, tax and VAT offices and licensing authorities.
- Creation, modification and satisfaction of charges for bank facilities, which must be registered so the security is effective.
Our company secretarial services in Chittagong treat each event as a small transaction: we prepare the resolutions, collect signatures, update registers and file, then confirm that the RJSC record matches.
The RJSC record is what banks, buyers and courts check first. If it does not match the company's own registers, the company has a problem, whatever the minutes say.
Board governance, minutes and records
Good secretarial practice is about more than filings. Boards need properly convened meetings, accurate minutes, clear delegations and a record of who is authorised to sign. In family companies, informal decision-making can leave no written trace of important choices, such as guarantees given for a sister concern, loans from directors or the appointment of a relative as managing director. When the family later disagrees, those gaps fuel litigation.
Directors also carry personal duties under the Companies Act and general law, and many filing defaults expose them to fines. Our guide to directors' duties in Bangladesh explains the main ones. Where relationships have already broken down, our shareholder disputes lawyers advise on remedies, including applications to the High Court Division.
One person companies and small family companies
One person companies, introduced by the 2020 amendment, have a single shareholder and simplified meeting rules, but they still need accurate records, a nominee arrangement and timely RJSC filings. Small family companies often have the opposite problem: several relatives as directors, no company secretary and records kept by whichever family member has time. Our guide to one person companies explains the OPC rules.
For both, the right level of support is proportionate. Many clients use our company secretarial services in Chittagong only for the annual cycle and for specific events, keeping day-to-day records in-house with a checklist we provide. Others, particularly foreign-owned subsidiaries and companies preparing for investment, hand us the full function. Either way, someone must own the calendar and know which filings are due before a deadline passes.
Keep a single, up-to-date minute book and set of registers at the registered office, scan everything signed, and reconcile the registers with the RJSC record at least once a year. Company secretarial services in Chittagong that include this annual reconciliation catch errors while they are still cheap to fix.
How we take on a company's secretarial work
- Collect the record. Obtain the certificate of incorporation, memorandum and articles, all RJSC filings, registers, minute books and share certificates, and a current RJSC company search.
- Reconcile. Compare the company's registers and minutes with the RJSC record and identify missing AGMs, returns, director changes, allotments, transfers and charges.
- Report the gaps. Give the board a written list of defects, their consequences and the cost and route to fix each one.
- Regularise. Hold any overdue meetings, pass ratifying resolutions, file outstanding returns and forms, and seek orders where the law requires them.
- Build the calendar. Set dates for audit, AGM, annual return, accounts filing, tax returns, licence renewals and lender reporting.
- Run the year. Prepare notices, agendas, minutes and resolutions, attend meetings where asked, and file with the RJSC on time.
- Support transactions. Provide certified extracts, board resolutions and good-standing evidence for banks, investors and buyers.
Documents we ask for
- Certificate of incorporation, memorandum and articles of association, and any certificate of change of name.
- All RJSC filings to date, including annual returns, director change forms, allotment returns and charge registrations.
- Register of members, register of directors, register of charges and share transfer records.
- Minute books for board and general meetings, and written resolutions.
- Share certificates issued and cancelled, and instruments of transfer.
- Audited financial statements and auditors' appointment letters.
- Trade licence, TIN and VAT registration certificates, and sector licences.
- Loan and security documents, and any shareholders' or joint venture agreements.
- For foreign shareholders: investment registration, Bangladesh Bank reporting and inward remittance records.
Risks and common mistakes
Missed AGMs and annual returns
Small private companies often go years without holding AGMs or filing annual returns. The result is daily default fines, an RJSC record that shows outdated shareholders and directors, and a company that cannot produce the documents banks and buyers ask for. Regularising missed AGMs can require an application to the court as well as late filings and penalties. The cost of fixing years of defaults is usually far higher than the cost of annual compliance, so start with a reconciliation and clear the backlog in a planned order.
Share transfers that were never registered
Family companies frequently move shares between relatives informally, or after a death, without instruments of transfer, stamp duty, board approval or RJSC filings. Years later, the register, the RJSC record and the family's understanding all differ, and nobody can prove who owns what. This blocks sales, investments and succession, and invites disputes. Every transfer and transmission should be documented, stamped, approved and filed at the time. Where history is already tangled, careful regularisation is possible, but it needs legal analysis of each step.
Unregistered charges
Charges created over company assets for bank facilities must be registered with the RJSC. An unregistered charge risks being ineffective against a liquidator and other creditors, which matters to lenders and, through cross-default clauses, to the company. Satisfied charges that are never removed from the record make the company look more indebted than it is and complicate new borrowing. Track each charge from creation to satisfaction and file at each stage.
Directors acting without recorded authority
Contracts, guarantees and bank mandates signed without a board resolution, or by a director whose appointment was never filed, can be challenged by counterparties, banks or other shareholders. In disputes, the absence of a resolution is often decisive. Keep a clear delegation of authority, pass resolutions before major commitments, and make sure the RJSC record shows the directors who actually manage the company. Our due diligence team sees these gaps in almost every target.
Foreign shareholder reporting gaps
Companies with foreign shareholders must align RJSC filings with investment registration and Bangladesh Bank reporting. Shares issued without proper inward remittance, or transferred between non-residents and residents without the required reporting, can cause problems when dividends or sale proceeds are to be repatriated. With BIDA succeeded by the Invest Bangladesh Authority and Bangladesh Bank circulars updated in 2026, foreign-owned companies should check that their records reflect the current regime.
Foreign-owned companies and Bangladeshis abroad
Subsidiaries of foreign groups in Chattogram, including those in CEPZ and KEPZ, need secretarial work that satisfies both Bangladeshi law and group policy. Parent companies want board packs, minutes and registers in a form their auditors and compliance teams accept, and they often need resolutions signed by directors in several countries. Documents executed abroad usually need notarisation and attestation before the RJSC or a bank will accept them, which adds time that must be built into the calendar.
Non-resident Bangladeshi shareholders and directors in the UK, the Gulf and Singapore often hold stakes in family companies run by relatives in Chattogram. Our company secretarial services in Chittagong let them see the true state of the records, sign resolutions remotely and protect their position. TRW & Co's offices in Dhaka, Singapore, Dubai and London coordinate with foreign directors and group legal teams, while our Chattogram team deals with the RJSC and local authorities. See our foreign investment lawyers and BEPZA lawyers for zone companies.
How TRW & Co delivers company secretarial services in Chittagong
Compliance health check
We reconcile your registers and minutes with the RJSC record, list every gap and explain the consequences and the cost of fixing each one.
Regularisation
We clear backlogs of AGMs, annual returns, director changes, allotments and charges in a planned order, including any court applications required.
Annual secretarial service
We run the calendar: notices, agendas, minutes, resolutions, annual returns and accounts filings, coordinated with your auditors and tax advisers.
Share and capital changes
We handle allotments, transfers, transmissions, capital increases and amendments to the memorandum and articles, with the RJSC approvals they need.
Transaction support
We provide resolutions, certified extracts and clean records for bank facilities, investments, acquisitions and disposals.
Governance advice
We advise boards on directors' duties, delegations, related-party approvals and preparing for beneficial ownership disclosure and other proposed reforms.
We work with our M&A lawyers on transactions and with our corporate team on restructurings. Browse all our practice areas or learn more about our Chattogram office.
Checklist for decision-makers
- When was the company's last AGM, and is the next one diarised within 15 months?
- Has every annual return and set of accounts been filed with the RJSC?
- Do the register of members and the RJSC record show the same shareholders?
- Are all current directors properly appointed and recorded, and have departed directors been removed?
- Are all charges for current borrowing registered, and satisfied charges removed?
- Are board resolutions in place for major contracts, guarantees and bank mandates?
- For foreign shareholders, do RJSC filings, investment registration and Bangladesh Bank reporting align?
- Is the company ready for beneficial ownership disclosure if the proposed amendments are enacted?
To discuss company secretarial services in Chittagong, contact our Chattogram office at Room 4022, Annex 2, District and Sessions Judge Court Building, Court Hill (Porir Pahar), Kotwali, Chattogram 4000, email info@trw.co or call +880 1779 127165.
Frequently asked questions
01Does a private company in Bangladesh need to hold an AGM every year?
Yes. Section 81 of the Companies Act 1994 requires the first annual general meeting within 18 months of incorporation and then one in every calendar year, with no more than 15 months between meetings. The AGM adopts the audited accounts and appoints auditors, and the annual return is filed afterwards. Missing AGMs leads to fines and may require a court application to regularise, so it is worth keeping the calendar under control.
02What is the RJSC annual return?
It is the annual list of members and summary of share capital required by section 36 of the Companies Act 1994. It records the company's shareholders, their holdings and share capital details, is signed by directors and is filed with the RJSC after the AGM within the statutory period. Daily default fines apply if it is not filed. Banks and investors rely on it, so it should match the company's register of members.
03How do I transfer shares in a private company?
Share transfers in a private company are made by an instrument of transfer, stamped as required, approved by the board in accordance with the articles, entered in the register of members and reflected in RJSC filings. The articles often contain pre-emption rights or approval requirements. On death, shares pass by transmission on production of succession documents. Informal transfers that skip these steps are a common source of later disputes.
04Do charges over company assets need to be registered?
Yes. Mortgages and charges created by a company, such as security for bank facilities, must be registered with the RJSC and entered in the company's register of charges. An unregistered charge risks being ineffective against a liquidator and other creditors. When a loan is repaid, the satisfaction of the charge should also be filed so the public record shows the company's current position.
05What is changing under the proposed Companies (Third Amendment) Act 2026?
According to reporting in August 2026, the draft includes electronic registers and filings, beneficial ownership declarations with fines for non-compliance, mandatory company secretaries for listed companies and companies above a paid-up capital threshold, wider RJSC powers, changes to one person companies, simpler striking off and higher fines with longer deadlines. It was still in the approval process, so none of it is law until enacted.
06Can foreign directors sign board resolutions from abroad?
Usually yes, subject to the articles. Many companies allow written resolutions or meetings by electronic means, and directors abroad can sign counterparts. Documents signed outside Bangladesh that must be filed with the RJSC or given to banks often need notarisation and attestation by a Bangladesh mission or other authentication, which takes time. We plan signing logistics in advance so filings are not delayed.
07Why use lawyers rather than an accountant for secretarial work?
Accountants prepare and audit accounts and often handle routine filings well. Secretarial work becomes a legal matter when records conflict, shares were transferred informally, AGMs were missed, charges are unregistered or shareholders disagree. TRW & Co's advocates can analyse the legal effect of past defects, prepare regularisation steps, appear in the High Court Division where orders are needed and align records with transactions and disputes.
Sources and official materials
- Companies Act 1994 (Bangladesh laws portal) — Registers, meetings, returns, directors, charges and accounts
- Registrar of Joint Stock Companies and Firms — Online filings and company search
- RJSC Chattogram office — Chattogram office of the companies registrar
- Companies Act amendment draft (Financial Express, Aug 2026) — Proposed Companies (Third Amendment) Act 2026
- Bangladesh Securities and Exchange Commission — Corporate Governance Code for listed companies
- Invest Bangladesh Authority — Investment registration; successor to BIDA
General information only, current as at 2 November 2026. It is not legal advice and does not create an advocate–client relationship. It reflects the law of Bangladesh unless stated otherwise, and the law, court practice and official fees change frequently. Check current official sources and take advice on the facts of your matter.
