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 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)]

Name Clearance Fees (including 15% VAT):

Entity Type	Base Fee	With VAT
Private Company	500 BDT	575 BDT
Public Company	500 BDT	575 BDT
OPC	500 BDT	575 BDT
US 29	500 BDT	575 BDT
US 28	500 BDT	575 BDT
Trade Organization	500 BDT	575 BDT
Partnership Firm	500 BDT	575 BDT
Society	2,000 BDT	2,300 BDT
Foreign Company	N/A	N/A

Registration Fees - All Components

1. Registration Filing Fee (with 15% VAT)

Entity Type	Base Fee	With VAT
Private Company	1,200 BDT	1,380 BDT
Public Company	1,600 BDT	1,840 BDT
OPC	1,200 BDT	1,380 BDT
US 29	1,600 BDT	1,840 BDT
US 28	2,400 BDT	2,760 BDT
Trade Organization	2,400 BDT	2,760 BDT
Partnership Firm	0 BDT	0 BDT
Society	0 BDT	0 BDT
Foreign Company	3,000 BDT	3,450 BDT

2. Flat Registration Fee (with 15% VAT)

Entity Type	Base Fee	With VAT
US 29	7,500 BDT	8,625 BDT
US 28	7,500 BDT	8,625 BDT
Trade Organization	7,500 BDT	8,625 BDT
Partnership Firm	5,000 BDT	5,750 BDT
Society	15,000 BDT	17,250 BDT
Foreign Company	3,000 BDT	3,450 BDT

Private Company, Public Company and OPC registration fees are capital-based rather than flat. A Foreign Company pays both its filing fee and its registration fee, for combined service fees of 6,000 BDT before VAT and 6,900 BDT with VAT.

3. Capital-Based Registration Fee (Private, Public, OPC)

Authorized Capital Range	Fee (per Lakh or part)
Up to 10,00,000 (10 Lakh)	0 BDT
Above 10,00,000 through 50,00,000	80 BDT
Above 50,00,000	130 BDT

4. Stamp Duty (Memorandum & Articles of Association)

For Private Company, Public Company, OPC (Capital-Based):

Authorized Capital	Stamp Duty
Up to 4,000,000 (40 Lakh)	12,000 BDT
4,000,001 to 12,000,000	32,000 BDT
Above 12,000,000	52,000 BDT

For Other Entity Types (Flat Rates):

Entity Type	Stamp Duty
US 29	12,000 BDT
US 28	300 BDT
Trade Organization	300 BDT
Partnership Firm	N/A
Society	N/A
Foreign Company	N/A

5. Certified Copies Issued with Registration

When a registration produces certifiable documents, the following charges are added to the registration invoice:

Charge	Calculation
Certified Copy Fee	500 BDT × number of certifiable documents
Certified Copy Stamp	100 BDT × number of certifiable documents
Court Fee	20 BDT + 3 BDT VAT = 23 BDT once per registration application
VAT	15% on the Certified Copy Fee and Court Fee

Total with VAT: (675 BDT × number of certifiable documents) + 23 BDT.

Currently configured certifiable documents by entity type:

Entity Type	Certifiable Documents	Count	Total with VAT
Private Company	Memorandum of Association, Articles of Association, Form XII	3	2,048 BDT
Public Company	Memorandum of Association, Articles of Association, Form XII	3	2,048 BDT
OPC	Memorandum of Association, Articles of Association, Form XII	3	2,048 BDT
US 29	Memorandum of Association, Articles of Association, Form XII	3	2,048 BDT
US 28	Combined Memorandum and Articles of Association, Form XII	2	1,373 BDT
Trade Organization	Combined Memorandum and Articles of Association, Form XII	2	1,373 BDT
Society	Combined Memorandum and Articles of Association	1	698 BDT
Partnership Firm	None	0	0 BDT
Foreign Company	None	0	0 BDT

These document sets are configurable and may change. The Certificate of Incorporation, Partnership Deed and Constitution Instrument are not counted as certified copies. Officer-signed or otherwise excluded documents are also not counted. The 23 BDT court fee applies only when at least one certifiable document exists; when the count is zero, none of these charges apply. The detailed certified-copy fee schedule is provided in the certified-copy FAQ below.

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.

Certified Copy Fees — Separate Applications and Registration

Charge	Amount and Basis	VAT	Amount with VAT
Certified Copy Fee	500 BDT per certifiable document	15%	575 BDT per certifiable document
Certified Copy Stamp	100 BDT per certifiable document	Not applicable	100 BDT per certifiable document
Court Fee	20 BDT per application	15%	23 BDT per application

The total with VAT for n certifiable documents is (675 BDT × n) + 23 BDT. The number of charged documents varies by entity and is based on its configured certifiable registration output documents. Officer-signed or otherwise excluded documents are not counted. When an entity produces no certifiable documents, no certified-copy fee, stamp or court fee is charged.

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