Company Secretarial Service

In Bangladesh, Schedule X denotes the annual return or RJSC filing that outlines a company's share capital while listing directors and shareholders for the Registrar of Joint Stock Companies and Firms (RJSC). This is submitted alongside mandatory filings such as the Profit & Loss Account and Balance Sheet based on the Audit Report.

Companies are required to submit annual returns to the RJSC every calendar year, contingent upon holding an Annual General Meeting (AGM). The first AGM must occur within 18 months of the date of incorporation, with subsequent meetings held with a gap of no more than 15 months between them.

• Schedule X: Annual summary of share capital and list of shareholders and Directors, to be filed within 21 days of an AGM [Section 36]. • Balance Sheet: To be filed within 30 days of an AGM. • Profit & Loss Account: To be filed within 30 days of an AGM. • Form 23B: Notice by Auditor, to be filed within 30 days of receiving appointment information [Section 210 (2)].

• Schedule X: Annual summary of share capital and list of shareholders. • Directors: To be filed within 21 days of an AGM [Section 36]. • Balance Sheet: To be filed within 30 days of an AGM. • Profit & Loss Account: To be filed within 30 days of an AGM. • Form 23B: Notice by Auditor, to be filed within 30 days of receiving appointment information [Section 210 (2)]. • Form IX: Consent of Director to act, to be filed within 30 days of appointment [Section 92]. • Form XII: Particulars of Directors, Managers, and Managing Agents, including any changes, to be filed within 14 days of appointment or change [Section 115].

• Balance sheet. • Profit & loss account or income/expenditure account (if not trading for profit).

• Form IX: Consent of Director to act, to be filed within 30 days of appointment [Section 92]. • Form XII: Particulars of Directors, Managers, and Managing Agents, including any changes, to be filed within 14 days of appointment or change [Section 115]. • Balance Sheet & Income/Expenditure Account: To be filed within 30 days of an AGM.

• Annual List of Managing Body: To be filed within 14 days of an AGM, or in January if the rules do not mandate an AGM.

• Form III: Notice of consolidation, division, subdivision, or conversion into stock of shares, filed within 15 days of the event [Section 53 & 54]. • Form IV: Notice of increase in share capital, filed within 15 days of the increase [Section 56]. • Form VIII: Special or Extraordinary Resolutions (e.g., name change, conversion to public company, alteration of MOA/AOA), filed within 15 days of the meeting [Section 88 (1)]. • Form IX: Consent of Director to act, filed within 30 days of appointment [Section 92]. • Form XII: Particulars of Directors, Managers, and Managing Agents, filed within 14 days of appointment or change [Section 115]. • Form XV: Return of allotment, filed within 60 days of allotment [Section 151]. • Form XVIII: Particulars of mortgages or charges, filed within 21 days of creation [Section 159 & 391]. • Form XIX: Particulars of modification of mortgage or charge, filed within 21 days of modification [Section 167(3) & 319]. • Form XXVIII: Memorandum of satisfaction of mortgage charge, filed within 21 days of satisfaction [Section 12 & 391]. • Form 117: Instrument of Transfer of Shares. • Digital copy of the original Memorandum & Articles of Association.

• Form III: Notice of consolidation, division, subdivision, or conversion into stock of shares, filed within 15 days [Section 53 & 54]. • Form IV: Notice of increase in share capital, filed within 15 days of the increase [Section 56]. • Form VI: Notice of situation of Registered Office or any change therein, filed within 28 days of establishment or change [Section 77]. • Form VII: Statutory report, filed after sending copies to members at least 21 days before the meeting [Section 83]. • Form VIII: Special or Extraordinary Resolutions (e.g., name change, conversion to private company, alteration of MOA/AOA), filed within 15 days of the meeting [Section 88 (1)]. • Form IX: Consent of Director to act, filed within 30 days of appointment [Section 92]. • Form XII: Particulars of Directors, Managers, and Managing Agents, filed within 14 days of appointment or change [Section 115]. • Form XV: Return of allotment, filed within 60 days of allotment [Section 151]. • Form XVIII: Particulars of mortgages or charges, filed within 21 days of creation [Section 159 & 391]. • Form XIX: Particulars of modification of mortgage or charge, filed within 21 days of modification [Section 167(3) & 319]. • Form XXVIII: Memorandum of satisfaction of mortgage charge, filed within 21 days of satisfaction [Section 12 & 391]. • Form 117: Instrument of Transfer of Share. • Prospectus: For the issue of shares, filed at least 3 days before the first allotment of share or debenture [Section 141]. • Prospectus: Following conversion of a Private Company into a Public Company [Section 231]. • Digital copy of original Memorandum & Articles of Association.

• Form XL: Notice of alteration in the charter, etc. [Section 277]. • Form XLI: Notice of alteration in the address of the registered or principal office [Section 277]. • Form XLII: Notice of situation of the principal place of business in Bangladesh or any change therein [Section 379 (I)]. • Form XXXVIII: List of Directors and Managers [Section 379]. • Form XXXIX: Return of persons authorized to accept service [Section 379]. • Form XVIII: Particulars of mortgages or charges, filed within 21 days of creation [Section 159 & 391]. • Form XIX: Particulars of modification of mortgage or charge, filed within 21 days of modification [Section 167(3) & 319]. • Form XXVIII: Memorandum of satisfaction of mortgage charge, filed within 21 days of satisfaction [Section 12 & 391]. • Digital MoA, AoA: Digital copy of original Memorandum & Articles of Association.

• Form VI: Notice of situation of registered office and any change therein, filed within 28 days [Section 77]. • Form IX: Consent of Director to act, filed within 30 days of appointment [Section 92]. • Form XII: Particulars of Directors, Managers, and Managing Agents, filed within 14 days of appointment or change [Section 115]. • Form XVIII: Particulars of mortgages or charges, filed within 21 days of creation [Section 159 & 391]. • Form XIX: Particulars of modification of mortgage or charge, filed within 21 days of modification [Section 167(3) & 319]. • Form XXVIII: Memorandum of satisfaction of mortgage charge, filed within 21 days of satisfaction [Section 12 & 391]. • Digital MoA, AoA: Digital copy of original Memorandum & Articles of Association.

• Filing of Change of Address. • Filing of Alteration of Name. • Digital copy of original Memorandum of Association.

• Form II: Notice of alteration of name or principal place of business of the firm. • Form V: Intimation for recording changes in the firm's constitution [Section 63 & Rule 4 (6)]. • Form VI: Notice of intimation regarding dissolution of the partnership firm [Section 63 (1) & Rule (6)].

According to the Companies Act 1994, initiating the winding-up process mandates informing all key stakeholders. This includes shareholders, creditors, banks, employees, suppliers, and regulatory authorities like RJSC and NBR to ensure valid liability settlement.

Can the process be stopped? Yes. A voluntary winding-up can be withdrawn before the final order if the company passes a resolution to discontinue and formally notifies the RJSC, satisfying all legal revocation procedures.

Before final closure, all statutory dues—including VAT and Income Tax—must be fully cleared. Residual assets can only be distributed to shareholders after settling liabilities. Professional tax advisory is crucial here to prevent future legal complications.

Timelines vary by complexity. Voluntary winding-up typically takes 4 to 6 months with proper documentation. Court-led processes are dependent on legal proceedings and may take significantly longer.

We provide comprehensive support for the entire winding-up lifecycle: from drafting documents and RJSC submissions to public notices, tax clearances, and final closure execution.

Bangladesh is emerging as a highly promising outbound market globally. Given the rapid economic growth in the country, new entrepreneurs frequently inquire about company formation procedures. The information provided above addresses how to register your company and manage compliance.