There are some frequent compliances those need to be maintained and obeyed by a company. There are some prescribed manners and Forms given in the Companies Act 1994 for the submission of various kinds of returns for various business situations those are usually known as RJSC return filling. Bangladesh's Limited Company and Foreign Registration are handled by RJSC.
A detailed list of all returns to be filed with the Registrar is described in this article
For Limited Company: The following returns must be filed by private companies. There are two types of returns: 1) Annual Return. 2) Return for any Change in the Entity.
1. RJSC Annual Return Filing for Private Limited Company:
i)Schedule X:Annual summary of share capital and list of shareholders and Directors: to be filed within 21 days of an annual general meeting (AGM). [Section 36].
ii)Balance Sheet: to be filed within 30 days of an annual general meeting (AGM).
iii)Profit & Loss Account: to be filed within 30 days of an annual general meeting (AGM).
iv)Form 23B: Notice by Auditor: to be filed within 30 days of receiving appointment information from the company [Section 210 (2)].
2) Returns for any Change in a Private Limited Company
i)Filled in Form III: Notice of consolidation, division, subdivision, or conversion into the stock of shares: to be filed within 15 days of consolidation and division, etc. [Section 53 & 54].
ii)Filled in Form IV: Notice of increase share capital: to be filed within 15 days of increase of share capital/member [Section 56].
iii) Filled in Form VIII: Special Resolution/ Extraordinary Resolution including a name change, conversion into public company, alteration of the memorandum of association, alteration of articles of association etc, to be filed within 15 days of the meeting [Section 88 (1)].
iv)Filled in Form VIII: Special Resolution/ Extraordinary Resolution including a name change, conversion into public company, alteration of the memorandum of association, alteration of articles of association etc, to be filed within 15 days of the meeting [Section 88 (1)].
v)Filled in Form IX: Consent of Director to act: to be filed within 30 days of appointment [Section 92].
vi)Filled in Form XII: Particulars of the Directors, Manager and Managing Agents and of any change therein: to be filed within 14 days from the date of appointment or change [Section 115].
vii)Filled in Form XV: Return of allotment: to be filed within 60 days of allotment [Section 151].
viii) Filled in Form XVIII: Particulars of mortgages or charges: to be filed within 21 days of creation of the mortgage or charge [Section 159 & 391].
ix)Filled in Form XIX: Particulars of Modification of Mortgage or Charge: to be filed within 21 days of the date modification [Section 167(3) & 319].
x)Filled in Form XXVIII: Memorandum of satisfaction of mortgage charge: to be filed within 21 days of the date satisfaction [Section 12 & 391].
xi)Filled in Form 117: Instrument of Transfer of Shares. Digital copy of original Memorandum & Articles of Association
For Foreign Company
The following returns must be filed by foreign companies. There are two types of returns: 1) Annual Return. 2) Returns for any Change in the Entity.
1) Annual Return:
i)Balance sheet
ii)Profit & loss account or income or expenditure account (if not trading for profit).
iii)Form 23B: Notice by Auditor: to be filed within 30 days of receiving appointment information from the company [Section 210 (2)].
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iv)Filled in Form XVIII: Particulars of mortgages or charges: to be filed within 21 days of the creation of the mortgage or charge [Section 159 & 391]
2) Returns for any Change in the Foreign Company:
i)Filled in form XL:Notice of alteration in the charter, etc. [Section 277].
ii)Filled in form XLI:Notice of alteration in the address of the registered or principal office of company [Section 277].
iii) Filled in form XLII:Notice of situation of the principal place of business in Bangladesh or of any change therein [Section 379 (I)]
iv)Filled in form XXXVIII:List of Directors and Managers [Section 379]
v)Filled in form XXXIX:Return of persons authorized to accept service [Section 379].
vi)Filled in Form XVIII:Particulars of mortgages or charges: to be filed within 21 days of the creation of the mortgage or charge [Section 159 & 391]
vii)Filled in Form XIX:Particulars of Modification of Mortgage or Charge: to be filed within 21 days of modification [Section 167(3) & 319]
viii)Filled in Form XXVIII:Memorandum of satisfaction of mortgage charge: to be filed within 21 days of satisfaction [Section 12 & 391]
RJSC (The Registrar of Joint Stock Companies and Firms) carries out company-related activities. All companies are liable to report to RJSC from time to time for any kind of changes. As per the Companies Act 1994 entities must submit Returns to RJSC as per the prescribed forms and following the timeline and sections.
Reference:
1.Companies Act 1994
