Corporate Secretarial Service in Bangladesh
PayrollBD keeps the statutory record of your Bangladesh company complete and current. Corporate secretarial work is the upkeep of registers, minutes and resolutions, and the filing of each one with the Registrar on the date the law fixes. Your directors decide; we hold the calendar and file against it.
What is corporate secretarial work?
Corporate secretarial work is the administration a registered company owes the state rather than its customers. It covers the register of members and directors, the minute book, the resolutions the board and the shareholders pass, and the filing of each one with the Registrar.
It runs on dates set by the Companies Act 1994, not on dates a company picks. Miss one and the company is out of compliance even where the trading is sound and the tax is paid.
PayrollBD holds that calendar and files against it. Where the work touches accounts or tax, it connects to our accounting and bookkeeping services rather than duplicating them.
Which filings fall due each year?
Three obligations repeat every year for a Bangladeshi company, and each has a date fixed by statute rather than by agreement. The table sets out what falls due, when, and which authority receives it. Two of the three are the ones companies most often discover late, because nothing prompts them until the deadline has already passed.
| What falls due | When it falls due | Which authority receives it |
|---|---|---|
| Annual general meeting | Every calendar year, at most fifteen months apart | Held by the company itself |
| Copy of a special or extraordinary resolution | Within fifteen days of the resolution being passed | Office of the Registrar of Joint Stock Companies and Firms |
| Company income tax return | By Tax Day, the fifteenth of the seventh month after year end | National Board of Revenue |
Which parts of the work do we carry?
Read the row that matches your position, then check it against the last date actually recorded in your register. The annual meeting interval is set by section 81 of the Companies Act 1994, and the resolution filing period by section 88 of the same Act.
Where does compliance slip?
Statutory compliance fails on the calendar far more often than on the paperwork. The commonest failure is a resolution passed properly at a meeting and then never filed, which leaves the Registrar’s record and the company’s own record saying different things.
The second is an annual meeting held late, because nothing inside a company prompts it. The third is a change of directors or shareholding recorded in the minute book but never reflected in the register. None of the three is difficult to prevent. All three are expensive to unwind, because the remedy runs back to the date the obligation arose rather than the date it was noticed.
Each engagement hands back these records.
- Register of members and directors reconciled against every change recorded in the period.
- Minute book holding board and general meeting minutes in the order they were held.
- Resolution file with each special or extraordinary resolution and its filing acknowledgement.
- Statutory calendar for the coming year, dated against your own income year.
- Open items list naming anything outstanding and the date the obligation arose.
How does an engagement start?
Five stages, and the first is always a read rather than a filing. We do not submit anything to the Registrar until we know what the Registrar already holds, because a correction filed on top of an unknown position creates a second problem rather than closing the first.
- Read the current register. We start from what exists: the register of members and directors, past minutes and whatever has already reached the Registrar.
- Build the statutory calendar. Each fixed date is placed against your income year, including the annual meeting interval and the company Tax Day.
- Close the open items. Anything overdue is prepared and filed first, with the date it arose recorded against it.
- Run the cycle. Meetings are convened, minutes drafted, resolutions passed and copies filed within the fifteen days section 88 allows.
- Hand back the record. You receive the updated registers, the minute book, filing acknowledgements and the calendar for the coming year.
Companies already running staff through us usually place the secretarial calendar alongside the payroll calendar, so one schedule carries both sets of statutory dates rather than two schedules drifting apart. Where a foreign company has no local entity yet, the structure question comes first, and that sits under employer of record.
Send the incorporation certificate, the current register and the date of the last annual meeting. That is enough to establish the position and tell you what is outstanding before any fee is discussed.
What do directors ask first?
These four questions come up before nearly every engagement, and in roughly this order. Each answer states the position first and then explains it. Where a provision of Bangladeshi law governs the point, the section is named so it can be checked against the source.
What does an annual secretarial cycle involve?
The cycle is built around dates the Companies Act 1994 fixes rather than dates we choose. Section 81 requires an annual general meeting every calendar year, with no more than fifteen months between one meeting and the next. Around that sit the resolutions, registers and filings the year produces.
We hold the calendar, prepare each document and file it, so the obligation is met on the date rather than remembered after it.
How is a secretarial audit carried out?
An audit works backwards from the register. We list every resolution passed, every filing made and every meeting held in the period, then check each against what the Companies Act 1994 required at that point. Gaps are recorded with the date they arose.
Section 88 is the provision most often missed: a copy of every special or extraordinary resolution must reach the Registrar within fifteen days of being passed.
What exactly is secretarial compliance?
Secretarial compliance is keeping a company’s statutory record complete and current. It covers the register of members and directors, minutes of board and general meetings, resolutions and their filing, and the annual meeting cycle. It is separate from tax compliance and from audit of the accounts.
A company can be fully paid up on tax and still be out of compliance on its register.
What does a corporate secretarial service cover?
Formation and registration, the statutory registers, board and general meeting support, resolution drafting and filing with the Registrar, customs registration where trade requires it, and the tax return calendar. Strike off and winding up support sit at the other end of the same service. What it does not cover is commercial legal advice or representation in a dispute.
Reviewed by Eicra Binte Islam, HR Admin, PayrollBD.
Hand us your statutory calendar
Send the incorporation certificate, the current register and the date of your last annual meeting. Those three documents are enough for us to establish where the company actually stands. We then name what is outstanding, give each open item the date the obligation arose, and set the calendar for the coming year before anything is filed with the Registrar.