The main private company structure in Bangladesh is the private limited company incorporated under the Companies Act, 1994 and registered with the Registrar of Joint Stock Companies and Firms (RJSC). Foreign investors usually use a wholly foreign-owned or joint venture private limited company, and the same annual rules apply regardless of ownership.

Compliance involves several regulators: RJSC for company law, the National Board of Revenue (NBR) for income tax, VAT and withholding, the Bangladesh Investment Development Authority (BIDA) for foreign investment, and Bangladesh Bank for foreign exchange and remittances. Trade licences, environmental and sector approvals add local layers.

This guide covers the annual cycle for a private limited company, with attention to foreign-owned subsidiaries. Updated November 9, 2026. Bangladesh has recently moved to a new income tax law and has revised VAT and filing systems, and dates or rates can change in the annual budget, so verify specific deadlines with the NBR, RJSC or a Bangladeshi chartered accountant.

Entity compliance Bangladesh: the quick answer

• Hold an annual general meeting (AGM) every year, with the first within 18 months of incorporation and the gap between meetings no more than 15 months.

• File the annual return with RJSC, generally within 21 days of the AGM, and file audited financial statements with RJSC, generally within 30 days of the AGM.

• Have accounts audited by a chartered accountant firm and file the corporate income tax return with the NBR, generally by the 15th day of the ninth month after the income year-end, subject to a September 15 floor.

• Pay advance tax in instalments, file monthly VAT returns and deposit withholding taxes, and renew trade licences each year.

What determines a private limited company's compliance requirements?

Share capital, ownership, sector and activity matter. Companies in regulated sectors such as banking, insurance, telecoms or pharmaceuticals have additional licensing and reporting. Companies with foreign shareholders must register with BIDA and follow Bangladesh Bank rules on inward remittance and profit repatriation. Export-oriented, special economic zone and incentive-regime entities may have different tax treatment and reporting, so confirm which regime applies to your entity.

The income year in Bangladesh is commonly the fiscal year from 1 July to 30 June, but companies may adopt a different year subject to approval, so confirm the year-end before building the calendar.

Annual entity requirements in Bangladesh: the core checklist

1. Annual general meeting

Every company must hold an AGM each calendar year. The first AGM is due within 18 months of incorporation, and later meetings should not be more than 15 months apart. The AGM approves the accounts, appoints or reappoints auditors, and deals with dividends and director retirements. Notice requirements apply, and written minutes should be signed and kept.

2. Annual return to RJSC

The annual return, which lists shareholders, directors, share capital and the auditor, is generally filed within 21 days of the AGM through the RJSC system. Foreign directors or shareholders may need notarised or attested documents, so allow time for legalisation.

3. Audited financial statements

Private companies must prepare financial statements under applicable Bangladeshi reporting standards and have them audited by an independent chartered accountant. The audited balance sheet and profit and loss account are filed with RJSC, generally within 30 days of the AGM. Some sources describe a six-month period after year-end for the audit, so treat sector-specific timelines carefully.

4. Corporate income tax return

The return is filed with the NBR with audited accounts, tax computation and proof of payments. For companies with a June year-end, the return date is commonly 15 January. For a December year-end it is generally 15 September. The rule is the 15th day of the ninth month after the income year-end, with a floor of 15 September.

5. Registers, officers and beneficial ownership

Keep statutory registers for members, directors, charges and share transfers. Changes in directors, registered office or share capital need RJSC filings, and one source indicates beneficial ownership changes should reach RJSC within 14 days, so confirm the current rule for your company.

Tax and indirect tax obligations

The corporate tax rate for a non-publicly traded company is commonly cited at 27.5 percent, with a reduced 25 percent in some circumstances such as when transactions run through banking channels. Rates for listed companies, banks and sector regimes differ, and the annual finance act may change them. Confirm the rate applicable to your company with an adviser.

Advance income tax is paid in four instalments, generally on 15 September, 15 December, 15 March and 15 June. Withholding at source applies to payments such as salaries, contractor fees, rent and imports, and withholding returns are filed on a quarterly basis. Standard VAT is 15 percent, and VAT-registered companies file monthly returns, generally by the 15th of the following month. A minimum tax regime can apply to loss-making or low-profit companies.

Foreign-owned subsidiaries

Register the foreign investment with BIDA and ensure the inward remittance of share capital is documented through banking channels. Bangladesh Bank reporting follows foreign exchange rules, and an annual foreign investment return is reported after the AGM in some practice summaries, so confirm the form and timing with your bank or adviser.

Dividend and profit repatriation requires audited accounts, tax clearance and approvals from the authorised dealer bank. Royalties, technical fees and intercompany service fees need supporting agreements and may require Bangladesh Bank approval or withholding tax. Transfer pricing rules apply to related-party dealings, so keep agreements and benchmarks ready. Work permits are required for expatriate employees and are often tied to BIDA approvals.

First-year and event-triggered obligations

In the first year, obtain tax identification, VAT registration where required, a trade licence, bank accounts and relevant sector licences. Appoint auditors at or soon after incorporation and plan the first AGM within the 18 month limit. Event-driven filings include changes to directors, registered office, share capital and articles, new charges over assets, and winding up.

If a company has not held AGMs or filed returns for several years, regularisation may involve late fees and director exposure, so catch up rather than leave gaps.

Employment and local requirements

Employers withhold income tax from salaries and deposit it by the due dates, file annual salary information with the corporate return, and collect employee tax proof at year-end. The Bangladesh Labour Act sets rules for contracts, working hours, leave, overtime, gratuity and workers' welfare funds, and provident fund and group insurance schemes may apply. Trade licences are renewed annually, generally by 30 June, with city corporation or local authority approvals. Expatriate staff need visas, work permits and tax registration. Factories and certain sectors have inspection and safety rules that are administered separately.

Record-keeping and governance in Bangladesh

Maintain the memorandum and articles, statutory registers, minutes of board and shareholder meetings, signed audited accounts, tax returns, VAT records and BIDA and Bangladesh Bank approvals. Accounting and tax records are generally kept for several years, and many advisers recommend at least six. Keep a list of authorised signatories, bank mandates and the attestations used for foreign directors, since banks and regulators routinely ask for them.

Build a compliance calendar for Bangladesh

A compliance calendar turns the rules above into dated tasks with named owners. Start from the financial year-end and the incorporation anniversary, then add the recurring monthly and quarterly items. Review it each quarter, because deadlines, extensions and registry systems change.

• Within 15 months of the last AGM: hold the next annual general meeting.

• Within 21 days of the AGM: file the annual return with RJSC.

• Within 30 days of the AGM: file audited financial statements with RJSC.

• 15 September, 15 December, 15 March and 15 June: advance income tax instalments.

• 15th of each month: VAT return and withholding deposits, subject to current NBR rules.

• 15 January or 15 September: corporate tax return depending on the income year-end.

Common mistakes

• Holding the AGM late and then filing returns and accounts months after the legal period.

• Treating the 27.5 percent and 25 percent rates as interchangeable without checking the conditions.

• Skipping BIDA or Bangladesh Bank documentation for share capital and later struggling to repatriate profit.

• Filing a tax return without audited accounts from an enlisted chartered accountant.

• Forgetting trade licence renewal and local authority approvals.

• Failing to withhold tax or VAT at source on payments to suppliers and contractors.

Entity compliance Bangladesh: frequently asked questions

What is the main private company type in Bangladesh?

The private limited company registered with RJSC under the Companies Act, 1994 is the standard structure, including for foreign-owned subsidiaries.

When must a Bangladeshi company hold its AGM?

Every company must hold an AGM each calendar year, with the first within 18 months of incorporation and a gap of no more than 15 months between meetings.

When is the corporate tax return due?

Generally the 15th day of the ninth month after the income year-end, with a floor of 15 September, so a June year-end company commonly files by 15 January.

Is an audit required for a private limited company?

Yes. Financial statements are expected to be audited by an independent chartered accountant before filing with RJSC and the NBR.

What is the corporate tax rate?

A non-listed company is commonly cited at 27.5 percent, with 25 percent in some circumstances, but rates can change in the annual budget, so confirm before relying on it.

Do foreign investors need to register their investment?

Yes. Foreign investment is registered with BIDA, and remittances are processed through banking channels under Bangladesh Bank rules.

How CoverPin can help

CoverPin helps finance, legal and operations teams track entity obligations across countries. See our international entities overview, learn about compliance advisory, or browse more guides in our legal and compliance resources.

This article is general information, not legal, tax or accounting advice. Confirm current requirements with the relevant authority or a qualified local adviser before acting.