Registrar of Joint Stock Companies

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REGISTRATION

The promoters of a new entity (having name clearance, where applicable) apply for registration with necessary documents, prescribed forms & schedules, stamps and fees, as appropriate to the entity type. The promoters -
1. prepare Memorandum/Articles of Association, forms & schedules etc., as appropriate to the entity type.
2. collect necessary special adhesive stamps, where applicable, from treasury by depositing money through treasury challan in Bangladesh Bank (treasury officials affix the stamps on the Memorandum and Articles of Association and put seals & signature on the stamps).
3. submit the registration application in the designated RJSC office.
4. pay the registration fee at the designated RJSC office counter.
RJSC issues a ‘Certificate of Incorporation’ upon satisfaction that the promoters-
1. obtained name clearance of the proposed entity (not applicable for Foreign Companies and Partnership Firms) prior to the registration application.
2. submitted the registration application within the validity period of the name clearance (not applicable for Foreign Companies and Partnership Firms).
3. prepared and submitted the Memorandum & Articles of Association, prescribed forms and schedules etc., as applicable.
4. provided applicable stamps and fees.

Documents Constituting a Registration Application

PRIVATE COMPANY (Companies Act, 1994)

Memorandum & Articles of Association, original + 2 copies
Filled in Form I: Declaration on Registration of Company [Section 25].
Filled in Form VI: Notice of Situation of Registered Office and of Any Change therein [Section 77].
Filled in Form IX: Consent of Director to act [Section 92].
Filled in Form X: List of Persons Consenting to be Directors [Section 92]
Filled in Form XII: Particulars of the Directors, Manager and Managing Agents and of any change therein [Section 115]
Evidence of Name Clearance.
Special Adhesive Stamps and Treasury Challan from Bangladesh Bank to Treasury (photocopy) of Collecting the Stamps

PUBLIC COMPANY (Companies Act, 1994)

Memorandum & Articles of Association, original + 2 copies
Filled in Form I: Declaration on Registration of Company [Section 25].
Filled in Form VI: Notice of Situation of Registered Office and of Any Change therein [Section 77].
Filled in Form IX: Consent of Director to act [Section 92].
Filled in Form X: List of Persons Consenting to be Directors [Section 92]
Filled in Form XII: Particulars of the Directors, Manager and Managing Agents and of any change therein [Section 115]
Filled in Form XIV: Declaration before Commencing Business in case of Company Filing Statement in lieu of Prospectus [Section 150]
Filled in Form XI (if necessary): Agreement to Take Qualification Shares in Proposed Company [Section 92].
Evidence of Name Clearance
Special Adhesive Stamps and Treasury Challan from Bangladesh Bank to Treasury (photocopy) of Collecting the Stamps

FOREIGN COMPANY (Companies Act, 1994)

Filled in Form XXXVI - Charter or Statutes or Memorandum and Articles of the Company or Other Instrument Constituting or Defining the Constitution of the Company.
Filled in Form XXXVII – Notice of the Address of the Registered or Principal Office of the Company.
Filled in Form XXXVIII - List of Directors and Managers [Section 379].
Filled in Form XXXIX – Return of Persons Authorized to Accept Service [Section 379].
Filled in form XLII: Notice of Situation of the Principal Place of Business in Bangladesh or of any Change therein [Section 379 (I)].
Encashment Certificate Obtained From any Scheduled Bank.
Permission from Board of Investment of Bangladesh.

TRADE ORGANIZATION (Companies Act, 1994)

Memorandum and Articles of Association, original + 2 copies.
Filled in Form I: Declaration on Registration of Company [Section 25].
Filled in Form VI: Notice of Situation of Registered Office and of any Change therein [Section 77].
Filled in Form IX: Consent of Director to act [Section 92].
Filled in Form X: List of Persons Consenting to be Directors [Section 92].
Filled in Form XII: Particulars of the Directors, Manager and Managing Agents and of any change therein [Section 115].
Government License (Trade License from the Ministry of Commerce).
Evidence of Name Clearance.
Special adhesive stamps and Treasury Challan from Bangladesh Bank to Treasury (photocopy) of Collecting the Stamps.

SOCIETY (Societies Registration Act, 1860)

Memorandum of Association
Evidence of Name Clearance.

PARTNERSHIP FIRM (Partnership Act, 1932)

Filled in FORM- I: Statement Containing the Particulars of the Firm for Registration.
Deed of Agreement on Partnership.

RETURNS FILING

Registered entities are to file to RJSC documents pertinent to management /operation of the respective entity in prescribed Forms and Schedules (called Returns Filing).
There are two (2) types of Returns Filing, viz., a) Annual Returns Filing and b) Returns Filing for any change in an entity=
Entities submit returns for filing at RJSC.
Entities pay filing fee and late filing fee (if applicable) to RJSC counter
RJSC scrutinizes returns.
In case of any incomplete/incorrect submission, RJSC notifies the entity for remedial measures.
RJSC archives approved returns.

Returns to be Submitted

PRIVATE COMPANY (Companies Act, 1994)

Private companies are to submit the following returns for filing.

Annual Returns
1. Schedule X - Annual summary of share capital and list of shareholders, Directors: to be filed within 21 days of AGM [Section 36].
2. Balance Sheet: to be filed within 30 days of AGM
3. Profit & Loss Account: to be filed within 30 days of AGM
4. Form 23B – Notice by Auditor: to be filed within 30 days of receiving appointment information from the company [Section 210 (2)].
Returns for Change
1. Filled in Form III - Notice of consolidation, division, subdivision or conversion into stock of shares: to be filed within 15 days of consolidation and division etc. [Section 53 & 54].
2. Filled in Form IV - Notice of increase share capital: to be filed within 15 days of increase of share capital/member [Section 56].
3. Filled in Form VI - Notice of situation of Registered Office and of any change therein: to be filed within 28 days of establishment or change [Section 77].
4. Filled in Form VIII – Special Resolution/ Extraordinary Resolution including 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)].
5. Filled in Form IX - Consent of Director to act: to be filed within 30 days of appointment [Section 92].
6. 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].
7. Filled in Form XV - Return of allotment: to be filed within 60 days of allotment [Section 151].
8. 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].
9. 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].
10. Filled in Form XXVIII - Memorandum of satisfaction of mortgage charge: to be filed within 21 days of the date satisfaction [Section 12 & 391].
11. Filled in Form 117 - Instrument of Transfer of Shares.
12. Digital copy of original Memorandum & Articles of Association

PUBLIC COMPANY (Companies Act, 1994)

Public companies are to submit the following returns for filing.

Annual Returns
1. Schedule X - Annual summary of share capital and list of shareholders, Directors: to be filed within 21 days of AGM [Section 36].
2. Balance Sheet: to be filed within 30 days of AGM
3. Profit & Loss Account: to be filed within 30 days of AGM
4. Form 23B – Notice by Auditor: to be filed within 30 days of receiving appointment information from the company [Section 210 (2)].
5. Filled in Form IX - Consent of Director to act: to be filed within 30 days of appointment [Section 92]
6. 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].
Returns for Change
1. Filled in Form III - Notice of consolidation, division, subdivision or conversion into stock of shares: to be filed within 15 days of consolidation and division etc. [Section 53 & 54].
2. Filled in Form IV - Notice of increase share capital: to be filed within 15 days of increase of share capital/member [Section 56].
3. Filled in Form VI - Notice of situation of Registered Office and of any change therein: to be filed within 28 days of establishment or change [Section 77].
4. Filled in Form VII – Statutory report: to be filed after sending copy of the statutory report to the members not less than 21 days before meeting [Section 83].
5. Filled in Form VIII – Special Resolution/ Extraordinary Resolution including 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)].
6. Filled in Form IX - Consent of Director to act: to be filed within 30 days of appointment [Section 92].
7. 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].
8. Filled in Form XV - Return of allotment: to be filed within 60 days of allotment [Section 151].
9. 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].
10. 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].
11. Filled in Form XXVIII - Memorandum of satisfaction of mortgage charge: to be filed within 21 days of the date satisfaction [Section 12 & 391].
12. Filled in Form 117 - Instrument of Transfer of Shares.
13. Prospectus for issue of shares: to be filed at least 3 days before the 1st allotment of share or debenture [Section 141].
14. Prospectus following conversion of Private company into Public company [Section 231].
15. Digital copy of original Memorandum & Articles of Association

FOREIGN COMPANY (Companies Act, 1994)

Annual Returns
1. Balance sheet
2. Profit & loss account or income or expenditure account (if not trading for profit).
Returns for Change
1. Filled in form XL: Notice of alteration in charter, etc. [Section 277].
2. Filled in form XLI: Notice of alteration in the address of the registered or principal office of company [Section 277].
3. Filled in form XLII: Notice of situation of the principal place of business in Bangladesh or of any change therein [Section 379 (I)]
4. Filled in form XXXVIII: List of Directors and Managers [Section 379]
5. Filled in form XXXIX: Return of persons authorized to accept service [Section 379].
6. 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]
7. Filled in Form XIX - Particulars of Modification of Mortgage or Charge: to be filed within 21 days of modification [Section 167(3) & 319]
8. Filled in Form XXVIII - Memorandum of satisfaction of mortgage charge: to be filed within 21 days of satisfaction [Section 12 & 391]
9. Digital copy of original Memorandum & Articles of Association

TRADE ORGANIZATION (Companies Act, 1994)

Annual Returns
1. Filled in Form IX - Consent of Director to act: to be filed within 30 days of appointment [Section 92]
2. 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].
3. Balance Sheet: to be filed within 30 days of AGM
4. Income and Expenditure Account
Returns for Change
1. Filled in Form VI - Notice of situation of registered office and of any change therein: to be filed within 28 days of establishment or change [Section 77].
2. Filled in Form IX - Consent of Director to act: to be filed within 30 days of appointment [Section 92].
3. 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].
4. 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].
5. Filled in Form XIX - Particulars of Modification of Mortgage or Charge: to be filed within 21 days of modification [Section 167(3) & 319].
6. Filled in Form XXVIII - Memorandum of satisfaction of mortgage charge: to be filed within 21 days of satisfaction [Section 12 & 391]
7. Digital copy of original Memorandum & Articles of Association

SOCIETY (Societies Registration Act, 1860)

Annual Returns
1. Annual list of Managing Body: to be filed within 14 days of AGM or in January if the rules do not provide for an AGM.
Returns for Change
1. Filing of Change of Address
2. Filing of Alteration of Name
3. Filing of Alteration of Name

PARTNERSHIP FIRM (Partnership Act, 1932)

Returns for Change
1. Filled in Form II – Notice of alteration of name or principal place of business of the firm.
2. Filled in Form V – Intimation for recording of changes in the constitution of a firm [Section 63 & Rule 4 (6)].
3. Filled in Form VI – Notice of intimation for dissolution of the partnership firm [Section 63 (1) & Rule (6)]

WINDING UP

Mode of Winding Up
The Winding up of a company may be either –
1. By the court; or
2. Voluntary
3. Sub-Divisions of Voluntary Winding Up
  1. Members’ Voluntary Winding Up: wherein a declaration of solvency to pay debts is made
  2. Creditors’ Voluntary Winding Up: wherein a declaration of solvency is not made
  3. Subject to supervision of court: wherein a company has resolved to wind up voluntarily and the court makes an order on consideration of a petition by the member (s) or the creditor (s) that the Voluntary Winding up shall continue but subject to supervision of the court
Winding Up by the Court
1. The Company or any creditor or creditors or the Registrar submits petition to the court for Winding up of the company by the court.
2. Winding up of a company by the court is deemed to commence at the time of presentation of the petition for the Winding Up.
3. The petitioner/the company files with the Registrar a copy of the Court order within thirty (30) days of the court order.
4. The Registrar notifies in the official gazette that such a court order has been made.
5. The court may, at any time after an order for Winding up, in consideration of an application of any creditor or contributor, make an order staying the Winding up proceedings either altogether or for limited time.
6. The court may appoint other than the official receiver a person or persons as official liquidator or liquidators for the purpose of conducting the proceedings of winding up.
7. The official liquidator files with the Registrar audited accounts.
8. When the affairs of the company is completely wound up the official liquidator files with the Registrar court order of dissolution within fifteen (15) days of such an order.
Voluntary Winding Up
1. A company may adopt resolution, special resolution or extraordinary resolution for Voluntary Winding up.
2. A Voluntary Winding up is deemed to commence at the time of passing of the resolution.
3. The company within ten (10) days of resolution notifies in the official gazette and in newspaper that such a resolution has been taken..
4. Members’ Voluntary Winding up: In this case, prior to passing of the resolution of Voluntary Winding up, the directors at a meeting make a declaration of solvency that the company is capable to pay its debts within a period not exceeding three (3) years. The declaration is filed with the Registrar.
5. Creditors’ Voluntary Winding up: In this case, a declaration to pay debts is not made.
6. The company shall appoint one or more liquidators.
7. As soon as the affairs of the company are fully wound up and final meeting held, the liquidator within one (1) week of the meeting files with the Registrar final accounts and returns of the final meeting.
8. The company shall be deemed to be dissolved on expiration of three (3) months of registration of returns of the final meeting.
9. The dissolution period may however be extended by the court on consideration of any petition.
10. Winding up subject to supervision of court: At any stage of the Voluntary Winding up process, the court may make an order, on consideration of a petition by the member (s) or the creditor (s), that the Voluntary Winding up shall continue but subject to supervision of the court.

ISSUANCE OF CERTIFIED COPIES

RJSC is the sole authority that keeps records of all registered entities (companies, trade organizations, societies and partnership firms).
Any one can apply for certified copy of any of such records of an entity
However, the profit & loss account of a company is not open to all. Only authorized personnel of the respective company can apply for it.
On receipt of an application and requisite stamp & fee, RJSC issues certified copy of the records applied for.

Documents Constituting an Issuance of Certified Copies Application
1. One applies for certified copy of record (s) in a prescribed form
Documents for which certified copies are issued

PRIVATE COMPANY (Companies Act, 1994)
1. Identified by unique nature
  1. Articles of Association or part thereof
  2. Memorandum of Association or part thereof
  3. Certificate of incorporation
  4. Declaration on registration of company
  5. List of persons consenting to be directors (1st Directors)
2. Identified by the applicable year
  1. Annual summary of share capital and list of shareholders, Directors
  2. Balance Sheet
  3. Profit & Loss Account (only to the authorized person of the respective company)
  4. Notice by Auditor
3. Identified by the effective date
  1. Notice of consolidation, division, subdivision or conversion into stock of shares
  2. Notice of increase of share capital
  3. Notice of situation of registered office and of any change therein
  4. Special Resolution/Extraordinary Resolution
  5. Consent of director to act
  6. Particulars of the Directors, Manager and Managing Agents and of any change therein
  7. Return of allotment
  8. Particulars of mortgage or charges
  9. Particulars of modification of mortgage or charge
  10. Memorandum of satisfaction of mortgage charge
  11. Instrument of Transfer of Share
  12. Alteration of Memorandum of Association
  13. Alteration of Articles of Association
  14. Name change
  15. Conversion of private company into public company
  16. Certificate of Registration of mortgage or charge
  17. Certificate of Registration of modification of mortgage or charge
  18. Certificate of Registration of satisfaction of mortgage or charge
  19. Struck off certificate
  20. Wound up certificate
PUBLIC COMPANY (Companies Act, 1994)
1. Identified by unique nature
  1. Articles of Association or part thereof
  2. Memorandum of Association or part thereof
  3. Certificate of incorporation
  4. Certificate of commencement of Business
  5. Declaration on registration of company
  6. Statutory report
  7. List of persons consenting to be directors (1st Directors)
  8. Agreement to take qualification shares in proposed company
  9. Prospectus following conversion of Private company into Public company
2. Identified by the applicable year
  1. Annual summary of share capital and list of shareholders, Directors
  2. Balance Sheet
  3. Notice by Auditor
  4. Profit & Loss Account (only to the authorized person of the company)
3. Identified by the effective date
  1. Notice of consolidation, division, subdivision or conversion into stock of shares
  2. Notice of increase of share capital
  3. Notice of situation of registered office and of any change therein
  4. Special Resolution/Extraordinary Resolution
  5. Consent of director to act
  6. Particulars of the Directors, Manager and Managing Agents and of any change therein
  7. Return of allotment
  8. Particulars of mortgage or charges
  9. Particulars of modification of mortgage or charge
  10. Memorandum of satisfaction of mortgage charge
  11. Instrument of Transfer of Share
  12. Prospectus for issue of shares
  13. Alteration of Memorandum of Association
  14. Alteration of Articles of Association
  15. Name change
  16. Conversion of public company into private company
  17. Certificate of Registration of mortgage or charge
  18. Certificate of Registration of modification of mortgage or charge
  19. Certificate of Registration of satisfaction of mortgage or charge
  20. Struck off certificate
  21. Wound up certificate
FOREIGN COMPANY (Companies Act, 1994)
1. Identified by unique nature
  1. Charter or Statutes or Memorandum and Articles of the company or other instrument constituting or defining the constitution of the company.
  2. Registration Certificate
2. Identified by the applicable year
  1. Balance Sheet
  2. Profit & loss account or income or expenditure account (if not trading for profit)
3. Identified by the effective date
  1. Particulars of mortgage or charges
  2. Particulars of modification of mortgage or charge
  3. Memorandum of satisfaction of mortgage charge
  4. Notice of the address of the registered or principal office of the company.
  5. List of Directors and Managers.
  6. Return of Persons Authorized to accept service.
  7. Notice of alteration in charter, etc.
  8. Notice of alteration in the address of the registered or principal office of company.
  9. Notice of situation of the principal place of business in Bangladesh or of any change therein.
  10. Certificate of Registration of modification of mortgage or charge
  11. Certificate of Registration of satisfaction of mortgage or charge
  12. Struck off certificate
  13. Wound up certificate
TRADE ORGANIZATION (Companies Act, 1994)
1. Identified by unique nature
  1. Articles of Association or part thereof
  2. Memorandum of Association or part thereof
  3. Declaration on registration of Company
  4. List of Persons consenting to be directors
  5. Government License (Trade License from MOC )
  6. Certificate of incorporation
2. Identified by the applicable year
  1. Balance Sheet
  2. Income and Expenditure Account
3. Identified by the effective date
  1. Notice of situation of Registered Office and of any change therein
  2. Consent of Director to act
  3. Particulars of the Directors, Manager and Managing Agents and of any change therein
  4. Alteration of Memorandum of Association
  5. Alteration of Articles of Association
  6. Name change
  7. Certificate of Registration of mortgage or charge
  8. Certificate of Registration of modification of mortgage or charge
  9. Certificate of Registration of satisfaction of mortgage charge
  10. Struck off certificate
  11. Wound up certificate
SOCIETY (Societies Registration Act, 1860)
1. Identified by unique nature
  1. Memorandum of Association
  2. Registration Certificate
2. Identified by the applicable year
  1. Annual list of Managing Body
3. Identified by the effective date
  1. Address
  2. Alteration of the Memorandum
  3. Name change
PARTNERSHIP FIRM (Partnership Act, 1932)
1. Identified by unique nature
  1. Statement containing the particulars of the firm for Registration
  2. Notice of intimation for dissolution of the partnership firm
  3. Registration Certificate
  4. Deed of Agreement on partnership
2. Identified by the effective date
  1. Notice of alteration of name or principal place of business of a firm
  2. Intimation for recording of changes in the constitution of a firm

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Sl. No	Process	Entity Type	Documents
1	Name Clearance	Private Company Public Company Trade Organization Society	Application Minutes of the first General Meeting (for company only)
2	Time Extension	Private Company Public Company Trade Organization Society	Application (1st) Time Application (2nd) Time
3	Registration and Returns Filling	Private Company Public Company Trade Organization Foreign Company	Form I Form-III Form-IV Form-VI Form-VII Form-VIII Form-IX Form-X Form-XI Form-XII Form-XIV Form-XV Form-XVIII Form-XIX Form-23b Form-XXVIII Form-XXXVI Form-XXXVII Form-XXXVIII Form-XXXIX Form-XL Form-XLI Form-XLII Schedule - X Balance Sheet Profit & Loss Account Income and Expenditure Account Form-117
4		Society	Society registration form Annual List of Managing Body Form-II (Alteration of Address of the Society) Form-II (Alteration of Name of the Society)
5		Partnership Firm	Form I Form-II (Alteration of Name of the Partnership firm) Form-II (Alteration of Address of the Partnership firm) Form-V Form-VI
6	Issuance of Certified copy		Application
7	Winding Up		Court Order and Appointment of Official Liquidators Court Order of Dissolution Court Order to Stay Winding Up Court Order for Winding Up Court Order for Winding Up Subject to Supervision of Court Resolution for Voluntary Winding Up Return of Final meeting and Dissolution Audited Accounts by the Official Extension of Dissolution

Fees of Name Clearance

Registration Fees

Fees for Returns Filing

Fees for Certified Copy

Fees for Winding up

Fees of Name Clearance

NC for company: @ BDT 500.00 for each of the proposed names
NC for partnership firm: @ BDT 500.00 for each of the proposed names
NC for society: @ BDT 2000.00 for each of the proposed names
NC for trade organization: @ BDT 500.00 for each of the proposed names

Fees of Registration

PRIVATE AND PRIVATE COMPANY (Companies Act, 1994)

Fee

For the Memorandum of Association: BDT 2000.00

For the Articles of Association :

For Authorized Capital	Fee (BDT)
Up to 40,00,000.00	10,000.00
> 40,00,000.00 up to 12,00,00,000.00	30,000.00
> 12,00,00,000.00	50,000.00

Registration fee :

For filing 6 documents (5 filled in forms plus 1 memorandum & articles of association, @ BDT 200.00 per document): BDT 1,200.00

For the authorized share capital:

For Authorized Capital	Fee (BDT)
Up to 20,000.00	00.00
Additional for every 10,000.00 or part after first 20,000.00 up to 50,000.00	00.00
Additional for every 10,000.00 or part after first 50,000.00 up to 10,00,000.00	00.00
Additional for every 1,00,000.00 or part after first 10,00,000.00 up to 50,00,000.00	80.00
Additional for every 1,00,000.00 or part after first 50,00,000.00	130.00

For issuance of digital certificate = BDT 00.00

TRADE ORGANIZATION (Companies Act, 1994)

Stamp Fee

For the Memodendum of Association: BDT 0.00
For the Articles of Association: BDT 300.00

Registration fee :

For filing 7 documents (BDT 400.00 per document x 7): BDT 2,800.00

For the number of members of association:

For up to 20 :	BDT 1,000.00
For >20 up to 100 :	BDT 2,500.00
For every 100 or part above the first 100 (limited member) :	BDT 300.00
For unlimited members :	BDT 7,500.00

For issuance of digital certificate = BDT 00.00

SOCIETY (Societies Registration Act, 1860)

Registration Fee: BDT 15000.00
Registration Filing Fee: BDT 800
For issuance of digital certificate = BDT 00.00

PARTNERSHIP FIRM (Partnership Act, 1932)

Registration fee: BDT. 5000.00
Registration Filing Fee: BDT 500
For issuance of digital certificate = BDT 00.00

Fees of Returns Filing

COMPANIES (Private & Public)

Returns Filing
1. For filing any document within the schedule time: @ BDT 200.00 per document
2. In case of delay of 3 years, fee of @ BDT 500.00 for every year or part thereof
3. In case of 3-year uppercase, the fee is @ BDT 700 per year

Registration of Mortgage, Debentures and Charges

Secured Amount (BDT)	Fee (BDT)
upto 5,00,000.00	250.00
Additional for every 5,00,000.00 or part after the first 5,00,000.00 upto 50,00,000.00	200.00
Additional for every 5,00,000.00 or part after the first 50,00,000.00	100.00

Mortgage, Debentures and Charges register inspection fee = BDT 500.00
Receiver enrollment register fee = BDT 500.00

FOREIGN COMPANY

Returns Filing
1. For filing any document within the schedule time: @ BDT 500.00 per document

Registration of Mortgage, Debentures and Charges

Secured Amount (BDT)	Fee (BDT)
upto 5,00,000.00	400.00
Additional for every 5,00,000.00 or part after the first 5,00,000.00 upto 50,00,000.00	300.00
Additional for every 5,00,000.00 or part after the first 50,00,000.00	200.00

Mortgage, Debentures and Charges register inspection fee = BDT 500.00
Receiver enrollment register fee = BDT 500.00

TRADE ORGANIZATION

Returns Filing
1. For filing any document within the schedule time: @ BDT 400.00 per document
2. In case of delay of 3 years, fee of @ BDT 500.00 for every year or part thereof
3. In case of 3-year uppercase, the fee is @ BDT 700 per year

Registration of Mortgage, Debentures and Charges

Secured Amount (BDT)	Fee (BDT)
upto 5,00,000.00	300.00
Additional for every 5,00,000.00 or part after the first 5,00,000.00 upto 50,00,000.00	200.00
Additional for every 5,00,000.00 or part after the first 50,00,000.00	100.00

Mortgage, Debentures and Charges register inspection fee = BDT 300.00
Receiver enrollment register fee = BDT 500.00

SOCIETIES

For filing any document: @ BDT 800.00 per document

PARTNERSHIP FIRM

For filing Form II, Form V or Form VI : BDT 500.00 each

Fees of Issuance of Certified Copies

Private Company, Public Company, Trade Organization and Foreign Company

Non-judicial stamp
1. For Memorandum of Association or part thereof: BDT 100.00
2. For Articles of Association or part thereof: BDT 100.00
3. For each of other document : BDT 100.00
Court fee (stamp) - per application per company: BDT 20.00
Fees
1. For inspection of records ( For Private Company, Public Company, Foreign Company, Trade Organization and Partnership Firm): BDT 500.00; for Society: BDT 400
2. Fee for copy of certificate of incorporation (in lieu of regularization) = BDT 500
3. For copy of certificate of commencement of business: BDT 500.00
4. Fee for receiving copy of any document = 500 taka
5. Fee for checking the copy of any document with the original document = 500 taka

Fees for Winding up

For any required or permitted document for winding up : BDT 200.00 (for each document)

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Account creation

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Account creation

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Account creation

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Frequently asked questions

The Registrar is the authority of the Office of the Registrar of Joint Stock Companies and Firms, Bangladesh.

The major functions and activities of RJSC are

At present, RJSC has its head office in Dhaka and three (3) divisional offices in the following locations.

RJSC deals with the following types of entities:

RJSC accords registration and ensures lawful administration of the entities under the provisions of applicable act as under:

This is a pre-requisite for registration of a new company (other than Foreign Company and Partnership firms ) or a society or a trade organization.

Registered entities are to file returns in prescribed forms & schedules, and RJSC upon satisfaction approves and archives such records. There are two (2) types of returns, viz., ‘Annual Returns’ and ‘Returns for any Change in the Entity’

Anyone can apply for certified copy of record(s) of an entity. In response to any such application and after getting requisite payment, RJSC issues certified copy of the historical records of an entity. Profit & loss account is however open to only authorized personnel of the respective entity.

A company having resolved to or the court makes an order or Memorandum & Articles of Association provide so for winding up of the company, submits to RJSC documents of winding up procedures and dissolution.

RJSC strikes off the Register a company’s name if it is not in operation any more.

The offices of RJSC deal with the entities of the following administrative districts of the country.

RJSC Computerized Application facilitates online submission of application/returns (through internet). If a RJSC client does not have access to internet (web),s/he may submit applications/returns of the following two(2) ways:

Documents Constituting a NC Application

Documents Constituting a Registration Application

PRIVATE COMPANY (Companies Act, 1994)

Memorandum & Articles of Association, original + 2 copies
Filled in Form I: Declaration on Registration of Company [Section 25].
Filled in Form VI: Notice of Situation of Registered Office and of Any Change therein [Section 77].
Filled in Form IX: Consent of Director to act [Section 92]
Filled in Form X: List of Persons Consenting to be Directors [Section 92]
Filled in Form XII: Particulars of the Directors, Manager and Managing Agents and of any change therein [Section 115]
Evidence of Name Clearance.
Special Adhesive Stamps and Treasury Challan from Bangladesh Bank to Treasury (photocopy) of Collecting the Stamps

PUBLIC COMPANY (Companies Act, 1994)

Memorandum & Articles of Association, original + 2 copies
Filled in Form I: Declaration on Registration of Company [Section 25].
Filled in Form VI: Notice of Situation of Registered Office and of Any Change therein [Section 77].
Filled in Form IX: Consent of Director to act [Section 92]
Filled in Form X: List of Persons Consenting to be Directors [Section 92]
Filled in Form XII: Particulars of the Directors, Manager and Managing Agents and of any change therein [Section 115]
Filled in Form XIV: Declaration before Commencing Business in case of Company Filing Statement in lieu of Prospectus [Section 150]
Filled in Form XI (if necessary): Agreement to Take Qualification Shares in Proposed Company [Section 92].
Evidence of Name Clearance.
Special Adhesive Stamps and Treasury Challan from Bangladesh Bank to Treasury (photocopy) of Collecting the Stamps

FOREIGN COMPANY (Companies Act, 1994)

Filled in Form XXXVI - Charter or Statutes or Memorandum and Articles of the Company or Other Instrument Constituting or Defining the Constitution of the Company.
Filled in Form XXXVII – Notice of the Address of the Registered or Principal Office of the Company.
Filled in Form XXXVIII - List of Directors and Managers [Section 379].
Filled in Form XXXIX – Return of Persons Authorized to Accept Service [Section 379].
Filled in form XLII: Notice of Situation of the Principal Place of Business in Bangladesh or of any Change therein [Section 379 (I)].
Encashment Certificate Obtained From any Scheduled Bank.
Permission from Board of Investment of Bangladesh.

TRADE ORGANIZATION (Companies Act, 1994)

Memorandum and Articles of Association, original + 2 copies.
Filled in Form I: Declaration on Registration of Company [Section 25].
Filled in Form VI: Notice of Situation of Registered Office and of any Change therein [Section 77].
Filled in Form IX: Consent of Director to act [Section 92].
Filled in Form X: List of Persons Consenting to be Directors [Section 92].
Filled in Form XII: Particulars of the Directors, Manager and Managing Agents and of any change therein [Section 115].
Government License (Trade License from the Ministry of Commerce).
Evidence of Name Clearance.
Special adhesive stamps and Treasury Challan from Bangladesh Bank to Treasury (photocopy) of Collecting the Stamps.

SOCIETY (Societies Registration Act, 1860)

Memorandum of Association
Evidence of Name Clearance.

PARTNERSHIP FIRM (Partnership Act, 1932)

Filled in FORM- I: Statement Containing the Particulars of the Firm for Registration.
Deed of Agreement on Partnership.

PRIVATE COMPANY (Companies Act, 1994)

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

PUBLIC COMPANY

Schedule X - Annual summary of share capital and list of shareholders, Directors: to be filed within 21 days of AGM [Section 36].
Balance Sheet: to be filed within 30 days of AGM
Profit & Loss Account: to be filed within 30 days of AGM
Form 23B – Notice by Auditor: to be filed within 30 days of receiving appointment information from the company [Section 210 (2)].
Filled in Form IX - Consent of Director to act: to be filed within 30 days of appointment [Section 92]
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].

FOREIGN COMPANY (Companies Act, 1994)

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

TRADE ORGANIZATION (Companies Act, 1994)

Filled in Form IX - Consent of Director to act: to be filed within 30 days of appointment [Section 92]
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].
Balance Sheet: to be filed within 30 days of AGM
Income and Expenditure Account

SOCIETY (Societies Registration Act, 1860)

Annual list of Managing Body: to be filed within 14 days of AGM or in January if the rules do not provide for an AGM.

PRIVATE COMPANY

Filled in Form III - Notice of consolidation, division, subdivision or conversion into stock of shares: to be filed within 15 days of consolidation and division etc. [Section 53 & 54]
Filled in Form IV - Notice of increase share capital: to be filed within 15 days of increase of share capital/member [Section 56]
Filled in Form VIII – Special Resolution/ Extraordinary Resolution including 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)]
Filled in Form IX - Consent of Director to act: to be filed within 30 days of appointment [Section 92].
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].
Filled in Form XV - Return of allotment: to be filed within 60 days of allotment [Section 151].
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].
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].
Filled in Form XXVIII - Memorandum of satisfaction of mortgage charge: to be filed within 21 days of the date satisfaction [Section 12 & 391].
Filled in Form 117 - Instrument of Transfer of Shares.
Digital copy of original Memorandum & Articles of Association

PUBLIC COMPANY

Filled in Form III - Notice of consolidation, division, subdivision or conversion into stock of shares: to be filed within 15 days of consolidation and division etc. [Section 53 & 54]
Filled in Form IV - Notice of increase share capital: to be filed within 15 days of increase of share capital/member [Section 56]
Filled in Form VI - Notice of situation of Registered Office and of any change therein: to be filed within 28 days of establishment or change [Section 77]
Filled in Form VII – Statutory report: to be filed after sending copy of the statutory report to the members not less than 21 days before meeting [Section 83]
Filled in Form VIII – Special Resolution/ Extraordinary Resolution including 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)]
Filled in Form IX - Consent of Director to act: to be filed within 30 days of appointment [Section 92].
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].
Filled in Form XV - Return of allotment: to be filed within 60 days of allotment [Section 151].
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].
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].
Filled in Form XXVIII - Memorandum of satisfaction of mortgage charge: to be filed within 21 days of the date satisfaction [Section 12 & 391].
Filled in Form 117 - Instrument of Transfer of Shares.
Prospectus for issue of shares: to be filed at least 3 days before the 1st allotment of share or debenture [Section 141]
Prospectus following conversion of Private company into Public company [Section 231]
Digital copy of original Memorandum & Articles of Association

FOREIGN COMPANY

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

TRADE ORGANIZATION

Filled in Form VI - Notice of situation of registered office and of any change therein: to be filed within 28 days of establishment or change [Section 77]
Filled in Form IX - Consent of Director to act: to be filed within 30 days of appointment [Section 92]
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]
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]
Filled in Form XIX - Particulars of Modification of Mortgage or Charge: to be filed within 21 days of modification [Section 167(3) & 319]
Filled in Form XXVIII - Memorandum of satisfaction of mortgage charge: to be filed within 21 days of satisfaction [Section 12 & 391]
Digital copy of original Memorandum & Articles of Association

SOCIETY

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

PARTNERSHIP FIRM

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

For NC clearance: @ BDT 100.00 for each of the proposed names
For time extension: @ BDT 100.00 for each time extension application

Stamps and Fees of Registration

PRIVATE COMPANY (Companies Act, 1994)

Stamps

For affixing on the Memorandum of Association: BDT 500.00

For affixing on the Articles of Association:

For Authorized Capital	Fee (BDT)
Up to 10,00,000.00	2,000.00
> 10,00,000.00 up to 3,00,00,000.00	4,000.00
> 3,00,00,000.00	10,000.00

Registration fee

For filing 6 documents (5 filled in forms plus 1 memorandum & articles of association, @ BDT 200.00 per document): BDT 1,200.00

For the authorized share capital:

For Authorized Capital	Fee (BDT)
Up to 20,000.00	360.00
Additional for every 10,000.00 or part after first 20,000.00 up to 50,000.00	180.00
Additional for every 10,000.00 or part after first 50,000.00 up to 10,00,000.00	45.00
Additional for every 10,000.00 or part after first 10,00,000.00 up to 50,00,000.00	24.00
Additional for every 1,00,000.00 or part after first 50,00,000.00	45.00

PUBLIC COMPANY (Companies Act, 1994)

Stamps

For affixing on the Memorandum of Association: BDT 500.00

For affixing on the Articles of Association:

For Authorized Capital	Fee (BDT)
Up to 10,00,000.00	2,000.00
> 10,00,000.00 up to 3,00,00,000.00	4,000.00
> 3,00,00,000.00	10,000.00

Registration fee

For filing 8 or 9 documents (7 or 8 filled in forms plus 1 memorandum & articles of association, @ BDT 200.00 per document): BDT 1,600.00 or 1,800.00

For the authorized share capital:

For Authorized Capital	Fee (BDT)
Up to 20,000.00	360.00
Additional for every 10,000.00 or part after first 20,000.00 up to 50,000.00	180.00
Additional for every 10,000.00 or part after first 50,000.00 up to 10,00,000.00	45.00
Additional for every 10,000.00 or part after first 10,00,000.00 up to 50,00,000.00	24.00
Additional for every 1,00,000.00 or part after first 50,00,000.00	45.00

FOREIGN COMPANY (Companies Act, 1994)

For filing 6 document (1 memorandum and articles of association @ BDT 200.00 and 5 other documents @ BDT 200.00 per document): BDT 1,200.00

TRADE ORGANIZATION (Companies Act, 1994)

Stamps

For affixing on the Articles of Association: BDT 1,500.00

Registration fee

for filing 6 documents (5 filled in forms @ BDT 200.00 per document plus 1 memorandum & articles of association, @ BDT 200.00): BDT 1,200.00

For the number of members of association:

For up to 20 :	BDT 600.00
For >20 up to 100 :	BDT 1,500.00
For every 100 or part above the first 100 (limited member) :	BDT 150.00
For unlimited members :	BDT 4,500.00

Fees of Returns Filing

COMPANIES (Private & Public)

Returns Filing
1. For filing any document within the schedule time: @ BDT 200.00 per document
2. Late fee for filing any document beyond the schedule time: @ BDT 2.00 per day not exceeding BDT 1,000.00 per document

Registration of Mortgage, Debentures and Charges

Secured Amount (BDT)	Fee (BDT)
upto 5,00,000.00	150.00
Additional for every 5,00,000.00 or part after the first 5,00,000.00 upto 50,00,000.00	120.00
Additional for every 5,00,000.00 or part after the first 50,00,000.00	60.00

FOREIGN COMPANY

Returns Filing
1. For filing any document within the schedule time: @ BDT 200.00 per document
2. Late fee for filing any document beyond the schedule time: @ BDT 2.00 per day not exceeding BDT 1,000.00 per document

Registration of Mortgage, Debentures and Charges

Secured Amount (BDT)	Fee (BDT)
upto 5,00,000.00	200.00
Additional for every 5,00,000.00 or part after the first 5,00,000.00 upto 50,00,000.00	120.00
Additional for every 5,00,000.00 or part after the first 50,00,000.00	30.00

TRADE ORGANIZATION

Returns Filing
1. For filing any document within the schedule time: @ BDT 200.00 per document
2. Late fee for filing any document beyond the schedule time: @ BDT 2.00 per day not exceeding BDT 1,000.00 per document

Registration of Mortgage, Debentures and Charges

Secured Amount (BDT)	Fee (BDT)
upto 5,00,000.00	200.00
Additional for every 5,00,000.00 or part after the first 5,00,000.00 upto 50,00,000.00	120.00
Additional for every 5,00,000.00 or part after the first 50,00,000.00	60.00

SOCIETIES

For filing any document: @ BDT 10.00 per document

PARTNERSHIP FIRM

For filing Form -2, 5 or 6: BDT 4.00 each.

Stamps and Fees of Issuance of Certified Copies

Private Company, Public Company, Trade Organization and Foreign Company

Non-judicial stamp
1. For Memorandum of Association or part thereof: BDT 20.00
2. For Articles of Association or part thereof: BDT 20.00
3. For each of other document : BDT 20.00
Court fee (stamp) - per application per company: BDT 20.00
Fees
1. For inspection of records: BDT 100.00
2. For copy of certificate of incorporation: BDT 100.00
3. Copying of documents for each 100 words or part: @ BDT 5.00 subject to a minimum of BDT 100.00
4. Comparison of document each 100 words or part: @ BDT 5.00 subject to a minimum of BDT 100.00 of each document

At present, RJSC has its head office in Dhaka and three (3) divisional offices in the following locations

Still have question?

| From 9pm 6pm

rjsc@roc.gov.bd

+8801572367263

About Smart RJSC

The Registrar of Joint Stock Companies and Firms (RJSC) is the sole authority which facilitates formation of companies etc.; and keeps track of all ownership related issues as prescribed by the laws in Bangladesh.The Registrar of Joint Stock Companies and Firms (RJSC) is the sole authority which facilitates formation of companies etc.; and keeps track of all ownership related issues as prescribed by the laws in Bangladesh.The Registrar of Joint Stock Companies and Firms (RJSC) is the sole authority which facilitates formation of companies etc.; and keeps track of all ownership related issues as prescribed by the laws in Bangladesh.

RJSC deals with the following types of entities

Private companies

Public companies

Foreign companies

Societies

One person companies

Trade organization

Partnership firms

RJSC accords registration and ensures lawful administration of the entities under the provisions of applicable act as under:

Companies and Trade Organizations: Companies Act, 1994 (Amendment of Companies Act 1913)

Societies: Societies Registration Act, 1860

Partnership Firms: Partnership Act, 1932

Historical Background

After the partition of India, the Office of the Registrar of Joint Stock Companies & Firms under the Ministry of Commerce was first set up in Chittagong, the port and 2nd biggest city of Bangladesh with some files and records of Companies, Associations (Trade Organizations) and partnership firms received from Kolkata, India. The office was transferred to Dhaka, the capital of Bangladesh in 1962.

At present, 288,466 institutions are registered under RJSC (till december, 2023). The Registrar is the authority of the Office of the Registrar of Joint Stock Companies and Firms, Bangladesh.

RJSC deals with the following types of entities

Private companies
Public companies
Foreign companies
Trade organizations
Societies, and
Partnership firms

Organogram and Staffing

The Registrar is the head of RJSC. Next to the Registrar, there is one (1) Additional Registrar in Dhaka and one (1) Deputy Registrar in each of the divisional offices at Dhaka (South), Dhaka (North) and Chittagong. Besides, there are two (2) Assistant Registrars at each of Dhaka (South) and Dhaka (North) and one (1) Assistant Registrar in each of the divisional offices at Chittagong, Khulna and Rajshahi. The present RJSC organogram has provision of thirty nine (39) staff distributed as under:

RJSC OFFICES

At present, RJSC has its head office in Dhaka and three (3) divisional offices in the following locations.

Head Office, Dhaka

TCB Bhaban (6th Floor),1 Kawran Bazar, Dhaka - 1215.

PABX no.+880255013776

88 02 8189402

rjsc@roc.gov.bd

Divisional Office, Chittagong

CDA Annex building (5th floor), Kotowali, Chattogram

88 031636225

rjsc@roc.gov.bd

Khulna Office

Tribune Tower, 2/B KDA Avenue, Khulna.

88 041 720217

88 02 8189402

rjsc@roc.gov.bd

Rajshahi Office

Sadharan Bima Bhaban, (7th floor), Kazihata, Rajshahi.

88 0721 7733969

88 02 8189402

rjsc@roc.gov.bd

In near future, RJSC will setup divisional offices in the towns of Sylhet, Barisal, Bogra and Comilla.

Administrative Districts Coverage

The offices of RJSC deal with the entities of the following administrative districts of the country.

Dhaka Office	Chittagong Office	Khulna Office	Rajshahi Office
Districts under Dhaka and Sylhet administrative divisions of Bangladesh (21 nos.).	Districts under Chittagong administrative division of Bangladesh (11 nos.).	Districts under Khulna and Barisal administrative divisions of Bangladesh (16 nos.)	Districts under Rajshahi administrative division of Bangladesh (16 nos.)
Dhaka	Feni	Bagerhat	Bogra
Faridpur	Khagrachuri	Chuadanga	Dinajpur
Gazipur	Lakshmipur	Jessore	Gaibandha
Gopalganj	Noakhali	Jhenaidah	Joypurhat
Habiganj	Rangamati	Khulna	Kurigram
Jamalpur	Bandarban	Kushtia	Lalmonirhat