Thursday, March 18, 2010

Company Formation in Bangladesh - Part VII
Annual Registrar of Joint Stock Companies (RJSC) Filing
March 18, 2010

(For an index of all of my Company Formation in Bangladesh blogs, click here: Forming a Company in Bangladesh)

In this blog entry I will discuss:
  • First Annual General Meetings
  • Overseas document attestation
  • Annual RJSC Filing
  • Filing documents with the Registrar of Joint Stock Companies (RJSC)
  • Audited Financials
First Annual General Meeting
Within 18 months of forming your company with the RJSC you are required to hold a first annual general meeting. There you can make resolutions, update the shareholders on the progress of your company, etc. Before the meeting, you need to create an agenda, signed by either the Managing Director or the Chairman; after you have the meeting, you need to type up minutes of the meeting (which can include any resolutions you may have passed). These minutes need to be signed by all of the Board Members present at the meeting. The signed minutes then need to be filed with the RJSC (see below).

Overseas Document Attestation
If one (or more) of your Board Members resides overseas (or is traveling overseas at the time when they need to sign a document), you will need to have the foreign signature attested by the Bangladesh Embassy in their country of residence (or visitation) before it can be filed. The process for each country is different, so check with the Bangladesh Embassy in the country where the signatory resides for the specific rules.

I can tell you that the rules for the U.S. are quite cumbersome; it took me six weeks to have one document properly attested. The Bangladesh Embassy in the U.S. said that for them to attest it, it had to be signed by the Ministry of Foreign Affairs in Dhaka (if the document originated overseas, which it did) and the United States State Department first. Unfortunately, the Ministry of Foreign Affairs wouldn't attest it until the Ministry of Commerce had attested it, and the Ministry of Commerce wouldn't attest it until the Chamber of Commerce had attested it, and the Chamber of Commerce wouldn't attest it until it was notarized. Also, the U.S. State Department wouldn't attest it until it had been attested by the Secretary of the state where the signatory resided, and they wouldn't attest it until it had been notarized by a U.S. notary; hence the six weeks! So if you want to have a document (that originates in Bangladesh) signed in the U.S., you must follow these steps IN ORDER:
  1. Have the people who live in Bangladesh sign the document
  2. Have the document notarized by a Bangladeshi notary public
  3. Take the document to the Chamber of Commerce and have them attest it
  4. Take the document to the Ministry of Commerce and have them attest it
  5. Take the document to the Ministry of Foreign Affairs and have them attest it
  6. Send your document to the person in the U.S. who will sign
  7. Have them sign the document in front of a U.S. notary in the state where they reside
  8. Send the document to the Secretary of the state where they live (i.e. Florida Secretary of State) and have them attest it.
  9. Send the document to the U.S. Department of State and have them attest it.
  10. The U.S. Department of State will then send the document directly to Bangladesh Embassy in Washington, D.C. for the final attestation.
  11. The Bangladesh Embassy will send the document back to the U.S. signatory who can then mail it back to Bangladesh.
The U.S. State Department and the Secretaries of the various states all have websites that explain the exact procedures for their attestations. Start with the Bangladesh Embassy website in the country you need the signature from though...

Annual RJSC Filing
Each year Bangladeshi companies are required to file certain documents with the RJSC:
  • Minutes of the annual meeting
  • Annual Report
  • Audited Financials
  • Form 23b
  • Schedule X
Fortunately, they have simplified this somewhat by allowing you to file various forms online (though because Bangladesh law does not accept the submission of hard copies you will still need to drop off the originals at RJSC...)

Filing documents with the Registrar of Joint Stock Companies (RJSC)
The best place to start is the RJSC website: (Note: this system ONLY works in the Internet Explorer internet browser!) All of the forms are online, so you can take a look at them, but my recommendation is to sign up for a user ID. First, you will need to create a General User ID. Go to the RJSC home page and scroll to the "Online User Access" section; there click "Create New User (General)". Create your user ID. This ID gives you limited access, but what you really want is an entity ID because that allows you to file documents online. It is a bit more difficult to get an entity ID because obviously they don't just want anybody to create an account for your company! (Which is a good thing!)

To get an entity ID, you need to first have a General User ID (which you signed up for above). Then you need to click the "Create New User (Entity)" link under the "Online User Access" section on the home page. If you are the managing director (MD), you should get permission, if you are not the MD, you will need to get a letter from the MD to be able to get an entity ID; just follow the steps on the screen. I went down to RJSC in person and they set up the account with me online, so the RJSC technician just cleared me for permission right away (since I am the MD). I am not sure how easy/ difficult this would be if you were sitting at home trying to do it. If you can afford the trip and are the MD it is probably just easiest to make a trip to the RJSC and have them do it for you (if you are not the MD, go with a signed letter from the MD giving you permission to set up the entity ID).

After both of your IDs are set up, you can log in to file your forms. "Under Online User Access" click "Entity Sign In". Enter your user ID and password (again, you must use the Internet Explorer browser). The first page it will take you to is the list of all of the annual files (annual returns) that you need to submit. You need to submit these four items:
  • Balance Sheet
  • Form 23B
  • Profit and Loss Account
  • Schedule X
Before you are allowed to submit any other changes (including your minutes of your first annual general meeting (AGM), board resolutions, and annual report).

Click on the file name to edit the information. You can save your file at any time by clicking the "Save" button on the right. You need to pay the fee and submit all of the paperwork to the RJSC the same day that you click the "Submit" button, however, so don't click "Submit" unless you are sure you can get everything done that day! To go back and see your saved files, go back to the Home page and click "View/ Edit Submitted Returns". (Even though you didn't actually submit them yet, your forms will still be there...)

When you are ready, click the Submit button, print out the Acknowledgment Page and take that to any BRAC Bank branch to pay the required fees. Then take the Acknowledgment Page and the bank receipt with printed copies of the online documents and any other hard copies that you might have (like your audited financials) down to the RJSC ON THE SAME DAY.

After you have submitted these four documents, you will be able to submit your minutes, resolutions, etc.

Audited Financials
Every year you will need to have an independent auditor review your books and create an audit. My auditor is Nurul Faruk Hasan & Co. and they are absolutely fabulous! If you need an auditor I highly recommend them; they are efficient, professional, timely, and reasonably priced. Unfortunately they don't have a website, but their phone number is: +88-02-884-0438. Each year the audits need to be filed with RJSC.