A private limited company in Bangladesh has 5 mandatory compliance obligations every year: hold an AGM, file the RJSC annual return within 60 days, submit an income tax return by 15 January, deposit TDS with NBR monthly, and file VAT returns monthly if VAT-registered.
Miss any of these and the consequences are concrete. RJSC charges BDT 50 per day for late annual returns. NBR charges 2% per month interest on unpaid advance tax. Audited financials submitted in the wrong sequence get rejected, which delays everything downstream.
At KAC, we use the KAC Corporate Compliance Architecture to manage this for every private limited company we work with. It separates obligations by authority, frequency, and consequence so nothing falls through the gaps. This article covers every obligation and every deadline.
If you haven’t setup your company yet, start with our private limited company setup service in Bangladesh.
1. Annual General Meeting (AGM)
The AGM is the starting point for annual compliance. Every other annual obligation flows from it.
Under the Bangladesh Companies Act 1994, every private limited company must hold an AGM. The first AGM must happen within 18 months of the date of incorporation. Every AGM after that must happen within 15 months of the previous AGM.
The board must give shareholders at least 14 days’ written notice before the meeting. The notice must specify the date, time, location, and the agenda.
What the AGM must cover
• Table the statutory auditor’s report and audited financial statements
• Approve the balance sheet and profit & loss account for the year
• Declare a dividend or formally record that none will be paid
• Re-appoint the statutory auditor for the next financial year
• Re-elect any directors retiring by rotation under the Articles of Association
Penalty for missing the AGM deadline: BDT 1,000 for the company and BDT 100 per day for each officer in default, under section 81 of the Companies Act 1994.
Practical note: most compliance delays we see start here. Companies hold the AGM late, which pushes the RJSC annual return past its 60-day window, which triggers daily penalties. Fix the AGM date first and everything else aligns.
2. Statutory Audit
Every private limited company needs a statutory audit every financial year. This is mandatory under the Companies Act 1994. There are no exemptions based on turnover or size.
The auditor must be a CA firm registered with ICAB (Institute of Chartered Accountants of Bangladesh). An internal accountant or an unregistered firm cannot sign the statutory audit report. RJSC and NBR both check this.
When the audit must be completed
The audit must be completed before the AGM. The auditor’s report is tabled at the AGM. After the AGM, the signed report goes to RJSC with the annual return and to NBR with the income tax return.
Standard financial year in Bangladesh: 1 July to 30 June. Companies may operate on a calendar year (1 January to 31 December) with prior approval from NBR (National Board of Revenue). The financial year determines when the audit is due.
What the statutory audit covers
• Balance sheet as at the financial year end
• Profit and loss account for the year
• Cash flow statement
• Notes to accounts explaining significant accounting policies and balances
• Auditor’s opinion: whether the financial statements give a true and fair view
KAC conducts statutory audits under the KAC Risk-Control Audit Methodology. We review financial controls and reporting accuracy before issuing the audit report, so the document submitted to RJSC and NBR is clean. See our audit and assurance services for more detail.
3. RJSC Annual Return (Form XII)
After the AGM, you have 60 days to file the annual return with RJSC (Registrar of Joint Stock Companies and Firms) via the roc.gov.bd portal.
What to file
• Form XII (the annual return of a company)
• Schedule X (list of members/shareholders as at the AGM date)
• Certified true copies of the audited financial statements signed by the auditor
• Form IX (change of directors) if any director appointment or resignation occurred during the year
Filing fees (based on paid-up capital)
| Paid-Up Capital | Filing Fee (BDT) |
| Up to BDT 1 lakh | 1,500 |
| BDT 1 lakh to BDT 5 lakh | 2,000 |
| BDT 5 lakh to BDT 10 lakh | 3,000 |
| Above BDT 10 lakh | 5,000 |
Late filing penalty: BDT 50 per day from the day the return was due. RJSC calculates the accumulated penalty automatically when you submit. If the delay is significant, RJSC may require a court order to accept the filing at all.
The 60-day clock starts from the AGM date, not the financial year end. If the AGM is held on 28 September, the annual return is due by 27 November. Companies that hold AGMs in late September routinely miss this and pay penalties.
4. Income Tax Return
The income tax return is due by 15 January for the financial year ending 30 June.
Example: FY 2025-26 (1 July 2025 to 30 June 2026) — income tax return due 15 January 2027.
Advance income tax (quarterly payments)
Every company must pay advance income tax in 4 equal installments. Each installment is 25% of the previous year’s assessed tax.
| Installment | Due Date | Amount |
| Q1 | 15 September | 25% of prior year’s tax |
| Q2 | 15 December | 25% of prior year’s tax |
| Q3 | 15 March | 25% of prior year’s tax |
| Q4 | 15 June | 25% of prior year’s tax |
For a new company with no prior year’s tax: NBR uses estimated current-year income to calculate the advance tax base.
Late or underpaid advance tax attracts simple interest at 2% per month from the due date. NBR applies this automatically when you file the annual return. Don’t wait until January to think about advance tax.
What the income tax return must include
• Audited financial statements (balance sheet, profit & loss, notes)
• Tax computation: income classified under applicable heads
• Depreciation schedule using NBR rates (not the accounting depreciation rate)
• Details of any income exempt from tax or income taxed at reduced rates
• Transfer pricing documentation (if applicable — see below)
Transfer pricing (foreign-owned companies)
If your private limited company is foreign-owned and makes related-party payments — management fees, royalties, inter-company loans, or service charges to the parent — transfer pricing rules apply when aggregate related-party transactions exceed BDT 3 crore per year.
Transfer pricing documentation must be maintained and submitted with the income tax return. NBR can disallow the related-party expense if TP documentation is missing or the price doesn’t reflect arm’s length value.
Our tax advisory service covers advance tax planning, transfer pricing documentation, and income tax return filing.
5. TDS (Tax Deducted at Source)
TDS is not an annual obligation. It’s monthly. Every company making payments in specified categories must deduct tax at source and deposit it with NBR by the 15th of the following month.
Common TDS rates
| Payment Type | TDS Rate | Notes |
| Salaries and wages | Slab rate | Per NBR schedule; varies by annual income |
| Commercial rent (office, warehouse) | 5% | One of the most audited categories |
| Professional / technical fees | 10% | Consultants, lawyers, engineers |
| Service fees (resident) | 10% | Applies to most B2B service payments |
| Commission payments | 10% | Sales agents, referral fees |
| Contractor payments (above BDT 25,000) | 2% to 7% | Rate varies by contractor type |
| Dividend payments | 10% | On gross dividend declared by the company |
| Interest on loans (to residents) | 10% | Paid to banks or individuals |
Annual TDS return: file with NBR by 31 January each year. The return covers all TDS deductions made during the financial year (1 July to 30 June).
Penalty for non-deduction: the full expense is disallowed in the income tax computation. If rent of BDT 5 lakh per month isn’t subject to TDS, NBR adds back BDT 60 lakh to taxable income at the annual return stage. The arithmetic matters.
6. VAT Compliance
VAT registration is mandatory if annual turnover exceeds BDT 3 crore. Below BDT 50 lakh, most companies are exempt. Between BDT 50 lakh and BDT 3 crore, the turnover tax scheme (4% on turnover, simplified return) is an option.
Monthly obligations for VAT-registered companies
• Issue Mushak 6.3 (tax invoice) for every VAT-taxable sale or service
• File Mushak 9.1 VAT return by the 15th of the following month
• Pay any net VAT liability with the return
Standard VAT rate: 15%. Some supplies are zero-rated (exported goods and services meeting prescribed conditions) or exempt (certain agricultural inputs, basic medicines) under the VAT and Supplementary Duty Act 2012.
Common mistake: companies exporting services assume automatic zero-rating. Zero-rating requires that the service is consumed outside Bangladesh, payment is received in foreign currency, and documentary proof is maintained. If conditions aren’t met, 15% VAT applies.
VAT penalty: 2% per month on unpaid VAT, plus additional penalties for late returns and incorrect filings. NBR has the right to conduct VAT audits covering up to 5 previous financial years.
7. Director and shareholder updates
Compliance doesn’t only follow the calendar. Structural changes to the company trigger separate RJSC filing obligations.
Change of director
File Form IX with RJSC within 15 days of any director appointment or resignation. Missing this window is one of the most common RJSC compliance failures we see. RJSC records won’t reflect the correct directorship until you file.
Share transfer
• Execute a share transfer instrument (per the company’s Articles of Association)
• Collect stamp duty: BDT 150 per BDT 1,00,000 of transfer value
• Update the company’s share register
• Include the updated shareholder list in the next RJSC annual return (Schedule X)
Other notifiable changes
• Change in registered address: notify RJSC within 14 days
• Change in authorised capital: requires special resolution plus RJSC approval
• Change in company name: requires RJSC approval and re-issue of Certificate of Incorporation
8. Annual compliance calendar for a private limited company
Use this table as a master checklist. For the full Bangladesh corporate compliance calendar across all entity types, see our annual compliance calendar for companies in Bangladesh.
| Obligation | Authority | Frequency | Deadline |
| TDS deposit | NBR | Monthly | 15th of following month |
| VAT return (Mushak 9.1) | NBR | Monthly (if VAT-registered) | 15th of following month |
| Board meeting | Companies Act 1994 | Quarterly (minimum) | At least once per quarter |
| Advance income tax — Q1 | NBR | Annual cycle | 15 September |
| Advance income tax — Q2 | NBR | Annual cycle | 15 December |
| Advance income tax — Q3 | NBR | Annual cycle | 15 March |
| Advance income tax — Q4 | NBR | Annual cycle | 15 June |
| Statutory audit completion | ICAB CA firm | Annual | Before AGM |
| Annual General Meeting (AGM) | Companies Act 1994 | Annual | Within 18 months of inc. / 15 months of last AGM |
| RJSC annual return (Form XII) | RJSC | Annual | Within 60 days of AGM |
| Income tax return | NBR | Annual | 15 January |
| Annual TDS return | NBR | Annual | 31 January |
9. Common compliance mistakes
1. Holding the AGM after the 15-month deadline
The 15-month window runs from the previous AGM date, not from the financial year end. A company incorporated in October 2023 holds its first AGM in March 2025 (within 18 months). The next AGM must be held by June 2026, not by December 2026.
2. Missing the 60-day RJSC window after the AGM
Companies that hold their AGM in late September regularly miss the November annual return deadline. The penalty accumulates at BDT 50 per day while you’re busy with other things. If you’re more than a year overdue, RJSC may require a court order.
3. Skipping TDS on commercial rent
Rent is one of the most audited TDS categories. NBR checks this specifically during income tax assessments. If you pay rent for office or warehouse space and haven’t deducted 5% TDS, NBR disallows the entire rent expense in your tax computation.
4. Paying advance income tax late or not at all
Many companies discover their advance tax shortfall only in January when they file the annual return. NBR charges 2% per month interest from each quarterly due date. A BDT 10 lakh advance tax shortfall from September to January carries BDT 80,000 in interest alone.
5. Using a non-ICAB auditor for the statutory audit
Some companies use internal finance staff or unregistered accountants to prepare audit-formatted accounts. RJSC and NBR both require the statutory audit report to be signed by an ICAB-registered CA firm. An unsigned or non-ICAB signed report means the return is rejected.
6. Missing Form IX after a director change
When a director resigns or a new director is appointed, Form IX must be filed with RJSC within 15 days. Foreign-owned companies with director changes at the parent level often miss this. RJSC records stay wrong until you file.
KAC manages annual compliance for private limited companies
We handle every obligation in the KAC Corporate Compliance Architecture: statutory audit, income tax return, advance tax payments, RJSC annual return, TDS filing, and VAT returns. Our clients don’t track deadlines. We do.
KAC is an ICAB-registered CA firm. We’ve conducted statutory audits and managed compliance for private limited companies across manufacturing, services, technology, and trading sectors in Bangladesh.
For annual compliance management, speak to a KAC advisor.
Related reading:
Branch office compliance in Bangladesh
Liaison office compliance in Bangladesh
Frequently asked questions
When is the income tax return due for a private limited company in Bangladesh?
The income tax return is due by 15 January for the financial year ending 30 June. For example, the FY 2025-26 return (1 July 2025 to 30 June 2026) is due by 15 January 2027. Advance income tax is paid quarterly: 15 September, 15 December, 15 March, and 15 June.
What is the penalty for a late RJSC annual return?
RJSC charges BDT 50 per day from the due date until the date of filing. The annual return is due within 60 days of the AGM. If significantly overdue, RJSC may require a court order to accept the late return, which adds cost and considerable delay to the process.
Does a private limited company need a statutory audit every year?
Yes. Every private limited company registered under the Bangladesh Companies Act 1994 must have a statutory audit annually, with no exemption based on turnover or size. The auditor must be a CA firm registered with ICAB. The signed audit report is required for both the RJSC annual return and the income tax return.
What TDS rate applies to salary payments in Bangladesh?
Salary TDS is calculated at the slab rate set by NBR each financial year. There is no flat rate — it depends on the employee’s total annual salary and the applicable income tax slabs. TDS must be deducted from each salary payment and deposited with NBR by the 15th of the following month.
When must a private limited company hold its first AGM in Bangladesh?
The first AGM must be held within 18 months of the date of incorporation. Every subsequent AGM must be held within 15 months of the previous AGM. The board must give shareholders at least 14 days’ written notice before the AGM. Failure to hold the AGM on time carries daily penalties under the Companies Act 1994.
