The Complete Corporate Compliance Checklist in Bangladesh (as of February 15, 2026) serves as an essential guide for businesses particularly private limited companies to maintain legal standing, avoid penalties, and ensure smooth operations. Governed primarily by the Companies Act 1994 (as amended), the Income Tax Ordinance 1984, the Bangladesh Labour Act 2006, VAT laws, and regulations from authorities like the Registrar of Joint Stock Companies and Firms (RJSC), National Board of Revenue (NBR), and local bodies, ongoing compliance is mandatory after incorporation.
Non-compliance can result in fines (e.g., daily penalties up to BDT 200+ for RJSC delays), striking off the company register, tax surcharges, or operational restrictions. This checklist outlines key areas for full adherence in 2026.
Company Registration and Incorporation Requirements
Compliance begins with proper setup via RJSC (roc.gov.bd). Post-incorporation:
- Retain the Certificate of Incorporation, MoA/AoA, and initial filings.
- Update any changes promptly (e.g., via specific forms).
- First statutory obligations kick in within 18 months (e.g., first AGM and annual return).
Regularly verify status on the RJSC portal to confirm active standing.
Trade License Collection and Annual Renewal
Issued by local government bodies (e.g., City Corporations, Paurashava, Union Parishad):
- Obtain initially post-incorporation; mandatory for operations.
- Renew annually (typically by June 30; late renewals incur penalties/surcharges).
- Update if business nature, address, or ownership changes.
- Online portals (e.g., etradelicense.gov.bd) streamline applications and payments.
Failure to renew can halt business activities or lead to fines.
TIN and VAT Registration Compliance
- TIN/e-TIN — Mandatory from NBR for all entities; obtain post-RJSC incorporation.
- VAT/BIN Registration — Required if turnover exceeds thresholds (e.g., BDT 30-50 lakhs; confirm current NBR figures). Mandatory for most limited companies.
- File monthly/quarterly VAT returns and maintain proper invoicing.
- Annual reconciliation and audits if turnover > BDT 3 crore in some cases.
Use the NBR portal for filings; keep records for at least 6 years.
Maintaining Statutory Registers and Records
Under the Companies Act 1994, companies must keep updated registers at the registered office:
- Register of Members/Shareholders
- Register of Directors/Managers
- Register of Charges (if any)
- Minute Books (board and general meetings)
- Statutory Books for transfers, allotments, etc.
These must be accessible for inspection; non-maintenance attracts penalties. Digital records are acceptable if compliant.
Annual General Meeting (AGM) Requirements
- Hold AGM annually; first within 18 months of incorporation, subsequent within 15 months (gap not exceeding 15 months).
- Approve audited financial statements, declare dividends (if any), appoint/reappoint auditors, etc.
- Notice at least 21 days in advance; quorum and proxy rules apply.
- For private companies, flexibility exists but compliance is key.
Registrar extensions possible in limited cases (up to 90 days or year-end).
Filing Annual Returns with RJSC
Mandatory under Section 36 of the Companies Act 1994:
- File Annual Return (including Schedule X/list of members, summary of capital) within 21 days of the AGM.
- Include shareholding structure, directors’ details, paid-up capital.
- Submit audited financial statements, directors’ report.
- Use RJSC online portal; fees apply (e.g., BDT 500+).
- First return within 18 months of incorporation.
Late filing incurs daily fines (up to BDT 200/day); persistent default risks striking off.
Corporate Tax Filing and Audit Obligations
- Corporate Income Tax — Rates for 2025-26/2026-27: Non-publicly traded companies ~27.5% (confirm exact with NBR; rebates for listed/IPO compliance).
- File annual return within 9 months of financial year-end (e.g., by March 31 if FY ends June 30; deadlines vary by year-end).
- Accompany with audited financial statements (mandatory statutory audit by ICAB-registered auditor).
- Self-assessment scheme common; NBR may select for audit (2-year window).
- Pay advance tax quarterly; TDS compliance (e.g., salary, vendor payments).
- Penalties: 10% of tax + daily fines for delays.
Maintain books per IFRS; consult NBR guidelines.
Employment Law and Labor Act Compliance
Comply with Bangladesh Labour Act 2006 (amended):
- Written employment contracts, minimum wage adherence.
- Working hours (max 8-10/day), overtime, leave (annual, casual, sick, maternity).
- Provident fund, gratuity, Workers’ Profit Participation Fund (WPPF) where applicable.
- Workplace safety, health, hygiene; register with DIFE if factory/establishment.
- Fire/service safety, no child/forced labor.
- Maintain payroll records, TDS on salaries, annual salary return to NBR.
Non-compliance risks fines, shutdowns, or labor court cases.
Updating Changes in Directors, Shareholders, or Address
Notify RJSC promptly via forms:
- Director appointment/resignation (e.g., Form XII).
- Share transfers/allotments.
- Address change (registered/office).
- File within specified timelines (e.g., 28-30 days for some changes).
Also update trade license, TIN/VAT, bank records, and other authorities.
Regulatory Reporting and Ongoing Legal Compliance in Bangladesh
- Other Filings — Quarterly FDI reports (if foreign investment) to BIDA/Bangladesh Bank.
- Renew licenses/approvals (e.g., environmental, fire safety, import/export if applicable).
- Audit & Records — Statutory audit annually; retain records 6+ years.
- Penalties & Best Practices — Track deadlines via calendar; engage legal/accounting firms.
- Monitor updates from RJSC, NBR, DoE, etc., as laws evolve (e.g., digital filing enhancements).
In 2026, Bangladesh’s compliance landscape emphasizes digital processes (RJSC/NBR portals) for efficiency. Regular audits, professional assistance (e.g., from firms like Jural Acuity), and proactive monitoring help mitigate risks and support sustainable growth. For entity-specific advice, consult qualified professionals to align with your operations.