RJSC FAQs
 
Click a relevant question from hereunder to find answers to your query.
 
    What is RJSC?
    Why is RJSC?
    Where is RJSC and how can I reach?
   What are RJSC entities?
    What is the applicable Act for each type of entity?
    What is Name Clearance?
    What is Registration?
    What is Returns filing?
    What is Issuance of Certified copies?
    What is Winding Up?
    What is Struck off?
  To which RJSC office shall I submit applications/returns?
  How can I submit applications/returns?
  What document(s) shall I submit with NC application?
  What document(s) shall I submit with Registration application?
 
 
 
 
 
 
    What document(s) shall I submit for annual returns?
 

 
 

 

 

 

    What document(s) shall I submit in  returns for change'?

 

 

 

 

 

  What are the applicable fees for Name Clearance?
  What are the applicable fees for Registration?
  What are the applicable fees for Returns Filing?
  What are the applicable fees for issuance of certified copies?
  How can I contact RJSC?
 
    What is 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 is the authority of the Office of the Registrar of Joint Stock Companies and Firms, Bangladesh.

RJSC deals with the following types of entities:
    i. Private companies
  ii. Public companies
  iii. Foreign companies
  iv. Trade organizations
  v. Societies, and
  vi. Partnership firms
  RJSC accords registration and ensures lawful administration of the entities under the provisions of applicable act as under:
  i.

Companies and Trade Organizations: Companies Act, 1994 (Amendment of Companies Act 1913)
  ii. Societies: Societies Registration Act, 1860
  iii. Partnership Firms: Partnership Act, 1932
 
    Why is RJSC?  
 
The major functions and activities of RJSC are
   

  • To incorporate Companies (including Trade Organization), Societies and Partnership Firms under the respective Companies Act 1994, Societies Registration Act 1860 and Partnership Act 1932, and

   

  • To administer and enforce the relevant statutory provisions of these acts in relation to the incorporated companies (including Trade Organization), societies and partnership firms.

 
    Where is RJSC and how can I reach?
 
RJSC OFFICES
 

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

24-25 Dilkusha Commercial Area, Post Code-1000, Tel: 88 02 9564005, Fax: 88 02 9554452, Email: rjsc@roc.gov.bd

ii. Divisional Office, Chittagong CDA Annex building (5th floor), Kotowali, Chittagong, Tel: 88 031 636225. Tel: 88 031 636225 Fax: 9003103, Email: rjsc@roc.gov.bd
  iii. Divisional Office, Khulna National Bank Building (3rd floor), Dak Bangla Mor, Khulna Tel: 88 041 720217 Fax: 9003103, Email: rjsc@roc.gov.bd
  iv. Divisional Office, Rajshahi Sadharan Bima Bhaban, (7th floor) C&B Mor, Laxmipur, Rajshahi Tel: 88 0721 773396 Fax: 9001310, Email: 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 Khagrachhari Chuadanga Dinajpur
Gazipur Lakshmipur Jessore Gaibandha
Gopalganj Noakhali Jhenaidah Joypurhat
Habiganj Rangamati Khulna Kurigram
Jamalpur Bandarban Kushtia, Lalmonirhat
Kishoreganj Brahmanbaria Magura Naogaon
Madaripur Chandpur Meherpur Natore
Manikganj Chittagong Narail Nawabganj
Maulvibazar Comilla Satkhira Nilphamari
Munshiganj Coxs Bazar Barguna Pabna
Mymensingh Barisal Panchagarh
Narayanganj Bhola Rajshahi
Narsingdi Jhalokati Rangpur
Netrakona Patuakhali Sirajganj
Rajbari Pirojpur Thakurgaon
Shariatpu
Sherpur
Sunamganj
Sylhet
Tangail
 
   What are RJSC entities?
 

 RJSC deals with the following types of entities:
  i. Private companies
  ii. Public companies
  iii. Foreign companies
iv. Trade organizations
  v. Societies, and
vi. Partnership firms
    What is the applicable Act for each type of entity?
  RJSC accords registration and ensures lawful administration of the entities under the provisions of applicable act as under:
 
  1. Companies and Trade Organizations: Companies Act, 1994 (Amendment of Companies Act 1913)
  2. Societies: Societies Registration Act, 1860
  3. Partnership Firms: Partnership Act, 1932
    What is Name Clearance?
  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.

Promoters of a new entity (company, society or trade organization) apply for, and RJSC provides name clearance for one of the proposed names upon satisfaction that it does not closely match or resembles with any of the already taken names (registered, booked or under the process of registration of the same entity type)
    What is Registration?
  Promoters of a new entity apply for, and RJSC issues a certificate of incorporation for a new entity upon satisfaction that the application conforms to the provisions of the applicable act and that requisite fees are paid.
    What is Returns filing?
  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’
    What is Issuance of Certified copies?
  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.
    What is Winding Up?
  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.
    What is Struck off? 
  RJSC strikes off the Register a company’s name if it is not in operation any more.
 

  To which RJSC office shall I submit applications/returns?

 
   

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 Khagrachhari Chuadanga Dinajpur
Gazipur Lakshmipur Jessore Gaibandha
Gopalganj Noakhali Jhenaidah Joypurhat
Habiganj Rangamati Khulna Kurigram
Jamalpur Bandarban Kushtia, Lalmonirhat
Kishoreganj Brahmanbaria Magura Naogaon
Madaripur Chandpur Meherpur Natore
Manikganj Chittagong Narail Nawabganj
Maulvibazar Comilla Satkhira Nilphamari
Munshiganj Coxs Bazar Barguna Pabna
Mymensingh Barisal Panchagarh
Narayanganj Bhola Rajshahi
Narsingdi Jhalokati Rangpur
Netrakona Patuakhali Sirajganj
Rajbari Pirojpur Thakurgaon
Shariatpu
Sherpur
Sunamganj
Sylhet
Tangail
   
  How can I submit applications/returns?
  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:
  1. Using kiosks facility at RJSC (also an ‘Online Submission’) or
  2. Manual Submission at RJSC counter
  What document(s) shall I submit with NC application?
 
Documents Constituting a NC Application
       i. A NC application
 
  What document(s) shall I submit with Registration application?
 
 
 
 
 
 
   
 
  Documents Constituting a Registration Application
      PRIVATE COMPANY (Companies Act, 1994)
    a. Memorandum & Articles of Association, original + 2 copies
    b.

Filled in Form I: Declaration on Registration of Company [Section 25].
    c. Filled in Form VI: Notice of Situation of Registered Office and of Any Change therein [Section 77].
    d. Filled in Form IX: Consent of Director to act [Section 92].
    e.

Filled in Form X: List of Persons Consenting to be Directors [Section 92]
    f.

Filled in Form XII: Particulars of the Directors, Manager and Managing Agents and of any change therein [Section 115]
    g. Evidence of Name Clearance.
    h.

Special Adhesive Stamps and Treasury Challan from Bangladesh Bank to Treasury (photocopy) of Collecting the Stamps
      PUBLIC COMPANY (Companies Act, 1994)
    a. Memorandum & Articles of Association, original + 2 copies
    b.

Filled in Form I: Declaration on Registration of Company [Section 25].
    c.

Filled in Form VI: Notice of situation of Registered Office and of any change therein [Section 77].
    d. Filled in Form IX: Consents of Directors to Act [Section 92].
    e.

Filled in Form X: List of Persons Consenting to be Directors [Section 92].
    f.

Filled in Form XII: Particulars of the Directors, Manager and Managing Agents and of any Change therein [Section 115].
    g.

Filled in Form XIV: Declaration before Commencing Business in case of Company Filing Statement in lieu of Prospectus [Section 150]
    h.

Filled in Form XI (if necessary): Agreement to Take Qualification Shares in Proposed Company [Section 92].
    i. Evidence of Name Clearance
    j.

Special Adhesive Stamps and Treasury Challan from Bangladesh Bank to Treasury (photocopy) of Collecting the Stamps
      FOREIGN COMPANY (Companies Act, 1994)
    a.

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.
    b.

Filled in Form XXXVII – Notice of the Address of the Registered or Principal Office of the Company.
    c.

Filled in Form XXXVIII - List of Directors and Managers [Section 379].
    d.

Filled in Form XXXIX – Return of Persons Authorized to Accept Service [Section 379].
    e.

Filled in form XLII: Notice of Situation of the Principal Place of Business in Bangladesh or of any Change therein [Section 379 (I)].
    f. Encashment Certificate Obtained From any Scheduled Bank.
    g. Permission from Board of Investment of Bangladesh.
      TRADE ORGANIZATION (Companies Act, 1994)
    a. Memorandum and Articles of Association, original + 2 copies.
    b.

Filled in Form I: Declaration on Registration of Company [Section 25].
    c.

Filled in Form VI: Notice of Situation of Registered Office and of any Change therein [Section 77].
    d. Filled in Form IX: Consent of Director to act [Section 92].
    e.

Filled in Form X: List of Persons Consenting to be Directors [Section 92].
    f.

Filled in Form XII: Particulars of the Directors, Manager and Managing Agents and of any change therein [Section 115].
    g.

Government License (Trade License from the Ministry of Commerce).
    h. Evidence of Name Clearance.
    i.

Special adhesive stamps and Treasury Challan from Bangladesh Bank to Treasury (photocopy) of Collecting the Stamps.
      SOCIETY (Societies Registration Act, 1860)
    a. Memorandum of Association
    b. Evidence of Name Clearance.
      PARTNERSHIP FIRM (Partnership Act, 1932)
    a.

Filled in FORM- I: Statement Containing the Particulars of the Firm for Registration.
    b. Deed of Agreement on Partnership.
    What document(s) shall I submit for 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)].
 

   
  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].
 

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

   
  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