The Registrar of Joint Stock Companies and Firms (RJSC) is the legal authority responsible for business registration, compliance submissions, statutory updates, and corporate governance in Bangladesh. Whether you are a new entrepreneur, an SME owner, a corporate entity, or a foreign investor, understanding RJSC processes is crucial for smooth business operations.
This detailed guide covers RJSC registration, name clearance, annual filings, amendments, foreign company setup, and more, written in a clear and user-friendly style for easy understanding and SEO success.
Introduction to RJSC Bangladesh
The RJSC Bangladesh operates under the Ministry of Commerce, managing the legal registration and administration of:
- Private Limited Companies
- Public Limited Companies
- Partnership Firms
- Joint-Stock Companies
- Societies
- Trade Organizations
- Foreign Companies
Businesses must complete timely RJSC submissions for registration, annual filings, and corporate updates to maintain legal validity and avoid penalties.
Step-by-Step Company Registration Process
1. RJSC Name Clearance
The first step to register a joint stock company Bangladesh is securing RJSC Name Clearance.
This ensures your proposed name is unique and available. You can check availability by using the official rjsc name search tool.
2. Drafting MOA & AOA
The next step is preparing:
- MOA (Memorandum of Association) – company objectives
- AOA (Articles of Association) – internal governance rules
These documents define a company’s legal and operational framework.
3. Preparing Incorporation Forms
Required RJSC forms include:
- Form I – Declaration
- Form VI – Registered Office
- Form IX – Director Consent
- Form X – List of Directors
- Signed MOA & AOA
4. Online Submission & Government Fees
Applicants must log in using the RJSC login portal and upload all documents.
Government fees and stamp duties must be paid for processing.
5. Certificate of Incorporation
Upon successful verification, RJSC issues the Certificate of Incorporation, marking the official birth of your company.
Read more: Set Up a Company in Bangladesh
RJSC Name Clearance
The registration process starts with name clearance.
This ensures your desired business name is unique and available.
You can check and reserve the company name through the official RJSC portal. Once approved, the name remains reserved for incorporation.
Drafting the MOA and AOA
The Memorandum of Association (MOA) and Articles of Association (AOA) are the governing documents of your business. These outline:
- Business objectives
- Internal management rules
- Capital structure
- Shareholding patterns
- Rights and responsibilities of directors
Clear and accurate drafting ensures long-term operational stability.
Preparing the Required RJSC Forms
To complete registration, companies must prepare and submit:
- Form I – Promoter declaration
- Form VI – Registered office address
- Form IX – Director consent
- Form X – List of directors
- Signed MOA and AOA
These documents legally verify your company’s structure. Read more Complete Guide to Partnership Firm Registration in Bangladesh
Online Submission and Fee Payment
After preparing all documents:
- Upload them to the RJSC portal
- Pay prescribed government fees and stamp duty
RJSC will then review the application for approval.
Issuance of Certificate of Incorporation
Once approved, RJSC issues the Certificate of Incorporation, which officially recognizes your company as a legal entity. This certificate enables you to:
- Open bank accounts
- Secure trade licenses
- Enter legal contracts
- Begin commercial operations
Partnership Firm Registration
RJSC also registers partnership firms. Requirements include:
- Partnership Deed
- Partner NID/Passport copies
- Registered address info
- Government fees
Upon approval, RJSC issues a Partnership Registration Certificate, authorizing the firm to operate legally.
Post-Incorporation Compliance Requirements
After incorporation, every company must meet ongoing compliance requirements to maintain good standing with RJSC.
Annual Return Submission
Annual returns include:
- Updated shareholder information
- Updated board of directors
- AGM resolutions
- Audited financial statements
Failure to file may result in penalties and restrictions on future submissions.
Filing Financial Statements
Every year, companies must submit:
- Director’s report
- Audited financial statements
- Auditor’s opinion
Proper financial reporting ensures transparency and compliance with the Companies Act.
RJSC Amendments and Corporate Updates
RJSC facilitates updates when business information changes. These updates must be filed officially to maintain legal accuracy.
Change of Directors
To change or update directors, the company must submit:
- Board resolution
- Form XII
- Relevant supporting documents
RJSC updates the record upon approval.
Change of Registered Office
Companies must update the registered address using:
- Form VI
- Utility bill or rental agreement
Company Name Change
This process requires:
- New name clearance
- Special resolution
- Updated MOA & AOA
- Filing through the RJSC portal
Increase of Authorized Share Capital
To increase capital, companies must provide:
- Board resolution
- Shareholder resolution
- Updated MOA
- RJSC fees
Share Transfer Filing
Share transfers require:
- Share transfer form
- Board approval
- Updated share register
This ensures legally accurate shareholding records.
RJSC Services for Foreign Companies
Foreign investors may establish:
- A Branch Office
- A Liaison Office
- A Subsidiary Company
RJSC typically requires:
- Authenticated parent company documents
- Board resolution
- Business activity plan
- Passport copies of representatives
This enables global companies to expand legally into Bangladesh.
More details here: How to Register a Foreign Company in Bangladesh
NGO and Society Registration
RJSC oversees NGO and society registration under relevant laws. Compliance requires:
- Annual reports
- Committee resolutions
- Audited accounts
- Constitution updates
Proper documentation ensures transparency and regulatory alignment.
Company Winding Up and Liquidation
When closing a company, the process includes:
- Appointing a liquidator
- Final audit
- Clearance certificates
- Necessary court approvals (if any)
- Filing closure documents with RJSC
Proper winding up ensures no future liability.
Frequently Asked Questions about RJSC
How long does RJSC registration take?
Typically between three to seven working days, depending on document quality.
What is required to register a Private Limited Company?
Name clearance, MOA & AOA, director NID/Passport, registered address, and statutory forms.
Can foreigners own a company in Bangladesh?
Yes, in most sectors 100% foreign ownership is permitted.
What happens if annual returns are not filed?
Penalties apply, and future submissions may be restricted.
How can I check RJSC submission status?
Through the RJSC portal using company name, registration number, or submission ID. For government-approved guidelines, visit:
🔗 RJSC Official FAQ – https://app.roc.gov.bd/Guidlines/faq.html
Conclusion
The RJSC is the foundation of legal business operations in Bangladesh. From registration and compliance to corporate updates and foreign company setup, every process requires careful submission and timely documentation. Maintaining compliance ensures operational continuity, protects your business legally, and builds credibility with partners and investors.
With this complete guide, you now have clear insights into how RJSC services work and how to navigate each step confidently and efficiently.
