Table of Contents

secretarial services BD

What Is the Secretarial Services?

Contrary to what the name might imply, company secretarial services refer to the level of administrative function within a business that guarantees good corporate governance, efficient administration, and compliance with laws and regulations that regulate business and industry. For companies, managing corporate governance is crucial. Your business must abide by the Companies Act of 1994, all applicable laws and regulations, and strictly maintain records of all meetings, board member conduct, communications with stakeholders and shareholders, and interactions with government agencies.

At Bangladesh Consultant, our team of experts provides professional Secretarial services in Bangladesh that ensure your company remains fully compliant with all local and international corporate requirements. Our objective is to simplify governance and increase operational efficiency.

Every organisation has a distinct set of needs. An organization’s varied demands cannot be met by a one-size-fits-all strategy, nor can it be improved to meet global standards. The management of business legal requirements makes this challenge more complicated. Regardless of the kind of business, corporate secretarial services, sometimes referred to as “Company Secretarial Services,” provide the necessary framework for meeting compliance requirements. The administrative tasks carried out by a company to guarantee sound corporate governance, efficient stakeholder communication, and adherence to applicable rules and regulations are referred to as company secretarial services.

In the dynamic business world, the need for reliable Company secretarial services in Bangladesh has increased over the years as organizations turn to trusted partners for compliance and reporting needs.

Why Corporate Secretarial Services in Bangladesh Are Important for Your Company

Corporate secretaries are not mandated by law for private businesses, but they nevertheless still have responsibilities. The Company Secretary plays a crucial role in advising directors on their responsibilities under the Bangladesh Companies Act 1994 and in drafting and submitting required returns to the Registrar of Joint Stock Companies (RJSC) Companies. Just a small portion of the many duties carried out by these services includes the preparation of all meeting minutes and associated paperwork. 

Corporate secretarial services are vital to the efficient running of the company. Every firm has a unique legal framework, and its regulatory processes also differ from one another. Therefore, for a straightforward, transparent, and regulated compliance across many countries, full corporate secretarial services are necessary.

By having reliable Corporate secretarial services in Bangladesh, your organization can stay in good standing with the RJSC, mitigate the risk of non-compliance, and facilitate easier expansion.

Outsourced Cosec Services in Bangladesh – Your business growth allows you access to professionals who handle your filings, board meetings, and documentation with precision and accuracy.

Principal Advantages of Corporate Secretarial Services

Appointing a corporate secretary lessens the administrative burden for a new market entrant, which streamlines the market entrance process. Reduce the likelihood of corporate non-compliance, which will boost company productivity. It also successfully addresses the difficulties posed by the shifting legal environment and aids in creating a company that is scalable.

Our Bangladesh secretarial services ensure proactive governance support to ensure that your corporate obligations are met in a timely manner, in full compliance with the regulatory bodies.

Theoretically, a corporate secretary is responsible for all required internal administrative activities. However, in general, they have three responsibilities: the board, the private company, and the shareholders. The responsibilities are discussed in brief below:

The Board

A company secretary is responsible for overseeing the proper application of the director appointment process and assisting with the successful onboarding of new directors, including identifying the specific training requirements of senior management and the directors. With an emphasis on non-executive directors, the secretary must also be prepared to provide comprehensive, hands-on guidance and assistance to directors, both individually and collectively. For all board and committee members to fully engage in board meetings and discussions, they should also have access to relevant information.

Through our Corporate Legal Secretary in Bangladesh services, we ensure the effective functioning of the board and legal and ethical compliance at each decision-making level of the board.

The Company

The secretary ensures that the company’s unique business interests are considered and that all applicable legal and regulatory requirements are met. For instance, a manufacturing company might need a different strategy than a bank or financial services company or a charitable organisation. Additionally, the secretary should support the execution of business plans by ensuring that the board’s directives and decisions are properly communicated and implemented. Additionally, he or she should be prepared to serve as the organization’s primary resource for advice and direction on issues pertaining to good governance and corporate ethics.

Our expert team of Company Secretarial Services in Bangladesh takes care of ensuring your firm’s operations are within the law and maintaining corporate compliance while contributing to long-term strategizing for growth opportunities.

The Shareholders

The company secretary is responsible for keeping in touch with the shareholders as required and making sure their interests are respected. Additionally, he or she has to be a primary point of contact for institutional and other shareholders, especially with regard to matters of corporate governance.

The secretaries are also responsible for ensuring that board protocols are followed and that the required documentation is sent to board members prior to meetings. The secretary is in charge of making sure that appropriate behaviour and legal compliance are followed throughout business operations. They will serve as the shareholders’ point of contact for questions about corporate law. They must be conversant in company law, keep the registers up to date in case of an inspection, and draft director reports and accounts since they are in charge of making sure the business complies with the law.

As part of our Cosec Services in Bangladesh, the Bangladesh Consultant guarantees that the company always communicates with shareholders on time, the reporting is transparent, and the company fully complies with the corporate governance principles of Bangladesh.

Why Outsourcing Your Secretarial Duties to Bangladesh Consultant Is Helpful

There are several advantages for your business in hiring Bangladesh Consultant to handle corporate secretarial tasks. Think about these benefits:

Choosing Bangladesh Consultant for Secretarial service in Bangladesh is like having professionals who are well-versed in local laws and understand the international business needs, take care of your corrective and set up requirements.

Turn This into Our Perspective

We will handle your obligations and tasks with efficiency: A corporate secretary is responsible for a vast amount of administrative work, including verifying all necessary paperwork, recording organisational changes, and keeping track of stock transfers and purchases. Make sure that you are complying with legal standards and good business practices by contracting out these duties to an expert.

Our team specializes in Corporate secretarial services in Bangladesh to ensure that every compliance work, submission of documents, and holding of board resolutions are executed strictly.

We are skilled experts with years of experience: You will benefit from the company’s expertise and experience. In addition to being fully conversant with the procedures, we will be able to provide your business with a customised service.

By hiring our Company secretarial services in Bangladesh, clients will benefit from our experience of decades with various legal documentation and statutory requirements.

Complete tasks without assistance within the allotted time: Deadlines are inevitable, making time one of the most important resources in the commercial world. You would not ever have to wait around for a job to be finished when you have a seasoned firm working behind you, using the most cutting-edge and efficient techniques available.

Reduce the expense of training: By hiring an outside expert to handle your company’s secretarial needs, you may avoid investing time and money in training a new hire to become a secretary since they will already possess the skills and credentials needed to finish the job at hand.

Outsourcing Cosec Services in Bangladesh not only helps in saving operational costs but also allows your company to be assured of professional service delivery as per the corporate structure of Bangladesh.

Utilise the newest innovations in technology: Company secretarial services will be able to use the newest technologies accessible to them on behalf of your business. Technology will help you without costing you money to set up and maintain these systems.

Take the danger away: You must follow all legal standards in order to prevent penalties or even criminal procedures. By hiring a reputable business to handle your company’s secretarial needs, you can be confident that they will carry out their responsibilities precisely and successfully, relieving you of the anxiety that you’re not doing anything incorrectly and lowering your risk of facing financial penalties.

Our Bangladesh secretarial services can utilize modern governance tools and legal automation to reduce mistakes, increase transparency, and protect your business reputation.

Our Secretarial Services in Bangladesh 

In order to prevent corporate noncompliance from seriously impeding business operations and having a negative effect on the firm, its owners, and investors, we offer corporate secretarial services. Our creative methods and in-depth expertise on a variety of companies help with:

Bangladesh Consultant provides end-to-end Corporate secretarial services to Bangladesh and assumes responsibility for hassle-free regulatory processes, correct filings, and proper corporate advisory.

Advisory & Incorporation of Entities

Selecting the best suitable company Structure Based on the Available Foreign Direct Investment (FDI) Options.

Establishing a preferred entity structure or incorporating an entity in Bangladesh includes: Private limited company, public company, wholly owned subsidiaries (WOS), joint ventures, non-profit organisations, limited liability partnership, provided a clearance is obtained from the government regulatory authorities.

Our Corporate Legal Secretary in Bangladesh offers assistance in each and every stage of incorporation, from reserving a name through drafting Articles of Association to RJSC Registration.

Establishing branches, liaison offices, project offices, or authorised dealer banks for foreign companies in Bangladesh with approval from Bangladesh Bank, the Central Bank of Bangladesh, or an Authorized Dealer Bank, creating a suitable memorandum and articles of association (charter document) for the planned business that will be established in Bangladesh.

Relationship to the first receipt of cash for the recently established company, guaranteeing adherence to the Foreign Exchange Regulation Act 1947 (FERA).

Annual and Continuous Compliance

Assuring WOS/JV Compliances:

  • Cooperating to conduct general meetings and board meetings.
  • Preparing and submitting to the Registrar of Joint Stock Companies & Firms (RJSC) all required and regulated electronic forms.
  • Provide the necessary support for Statutory Register updates.
  • Declaring, paying, and returning the dividend.
  • Assistance with compliance with the issuance and transfer of shares.
  • Preparing and submitting the yearly return, as well as any other required paperwork to the RJSC.

We manage the Company secretarial services in Bangladesh via detailed compliance calendars to ensure your business complies with all the statutory and annual filings.

Requirements for Representative Offices (Project, Liaison, and Branch Offices)

Preparing and submitting yearly reports, declarations, and forms (Form I, X, XI, XII, etc) to the Registrar of Joint Stock Companies & Firms (RJSC).
Preparation, issuing, and submission of the annual activity certificate; submission of the audited financial statements to the Central Bank of Bangladesh via an Authorised Dealer bank;
Submission of the yearly activity certificate and the audited financial statements to the Authorised Dealer bank and the National Board of Revenue Bangladesh (NBR).

Our Secretarial services in Bangladesh extend to managing the compliance of branch, liaison, and project offices – ensuring that foreign companies meet all the local reporting obligations seamlessly.

The Foreign Exchange Regulation Act (FERA) Advisory and Compliance

  • Ensuring the completion of the relevant paperwork and notifications that must be sent to the Reserve Bank of India about any.
  • Inflow or transfer of money into a company incorporated in Bangladesh via the filing of necessary paperwork.
  • Coordinating the submission of the required auditor certificates to the Bangladesh Bank, together with the aforementioned documents and notifications.
  • Filing a FLA Return in accordance with the FERA Act;
  • Providing guidance and support throughout the funding infusion to guarantee the fulfillment of the required KYC with the AD Bank;
  • Compliances and support services for obtaining External Commercial Borrowing (ECB).

The Cosec Services in Bangladesh provided by Bangladesh Consultant also ensure compliance with the FERA guidelines that protect your company’s wealth integrity and reputation.

Closure or Winding Up

Dissolution of National Incorporated Companies

  • The appointment of an insolvency professional as liquidator as per the Bangladesh Bankruptcy Act 1997.
  • Throughout the whole liquidation process under the Act, creation of the relevant documentation as and when needed, including public announcements in media, MIS reports, annual status reports, general meeting calls, and stakeholder claims preparation.
  • Preparing the final report, the preliminary report, the dissolution order, etc.
  • Communicating with the authorities periodically while finalizing the winding-up.
  • Helping to call the company’s general meeting and board meeting.

As the Company secretary service provider in Bangladesh, Bangladesh Consultant will conduct the liquidation and dissolution conveyance precisely and lawfully to achieve compliance via the winding up process.

Legal Closure of Foreign Companies

  • Assistance in procuring a NOC from the Registrar of Companies (ROC) and other regulatory agencies.
  • Preparing and applying to the Bangladesh Bank, i.e., the Central Bank of Bangladesh, or an Authorised Dealer Bank to get authorization to transmit the excess money that is now in the existing bank account, etc.
  • Coordinating with the Bangladesh Bank, i.e., the Central Bank of Bangladesh, or an authorised Dealer Bank to get clearance for a company’s liquidation or winding up.

Our Secretarial services in Bangladesh reach up to the level of foreign companies, which provide full support to legal closure, fund repatriation, and documentation through the Bangladesh Bank.

Operational Closure of Both Foreign and National Companies

Support in completing operational chores necessary for a company’s closure, such as ending the office lease, getting the security deposit back from the landlord or lessor, and finishing other administrative duties.

  • Drafting and completing the employee notice or letter of service termination.
  • Arrangement of the Complete and Final Settlement of Employees’ Salaries.
  • As our Bangladesh secretarial services, we handle all operational aspects of winding up a business, ensuring compliance, and mitigating legal risk.

Judicial Management

At this stage, beneficiaries are often suggested as an offending party by the moneylender or chosen by the court as a “nonpartisan trustee.” Court language explicitly refers to a “beneficiary” as the court’s hands and eyes. Afterwards, finishing up any necessary tasks to preserve the receivership request’s resources. Who is capable of becoming the Judicial Manager? The nominee for Judicial Manager should be a public bookkeeper; they are not permitted to serve as an organisation reviewer.

Bangladesh Consultant’s experienced team also offers advisory services under judicial processes of management and ensures legal transparency through our services of Corporate Legal Secretary in Bangladesh.

Bangladesh Incorporation Certificate

In Bangladesh, the Company Registration in Bangladesh (CRB) will often provide the endorsement of joining by an electronically created fuse agreement. These e-notices will eventually be mark-free and sent to the organization’s officials, followed by the person in charge of the fuse filings. For this reason, our corporate secretarial services are crucial.

Our professional Corporate secretarial services in Bangladesh make the entire process of registration and certification simpler and faster, and make establishing a company reliable.

Customs Registration for Bangladesh

Registration for Customs

You must register your company with Bangladesh Customs as a shipper, exporter, regular carrier, and other roles if your company is involved in freight, import, or trans-shipment operations in Bangladesh irrespective of by land, air or water. For organisations or associations in Bangladesh engaged in exchange activities, this central enrollment number is required.

With our Secretarial services in Bangladesh, we also provide custom registration support to ensure that your company’s import-export activities comply with all national requirements.

Taxation of Companies

The relationship by which at least two organisations are consolidated is known as a company’s tax mixture. Private Bangladesh consolidated companies wishing to rebuild should keep in mind the option of finishing a blend complying with the Companies Act, in addition to movements of offerings or possibly organizations.

Our Cosec Services in Bangladesh also operate in the taxation compliance space, supporting businesses to restructure, merge, or expand within legal and transparent frameworks.

Business Research in Bangladesh

Before proceeding, every businessperson in Bangladesh should conduct an organisational search to determine if the venture is feasible. The information you should be on the lookout for includes the company’s legal basis and history, particularly since you should avoid doing business with a company that has a terrible credit history. Because of corporate secretarial services, you may locate a corporation in Bangladesh with their help.

Our specialized Company secretarial services in Bangladesh also involve business research assistance, as the entrepreneurs can check the status of the company and for business due diligence easily.

Certificate of Apostille and Legalisation

Your authority documents must go through the legalisation and apostille certificate process in Bangladesh before they may be accepted for use overseas. Just two of the various services offered by NetworkBD are the apostille certificate and the legalisation of documents in Bangladesh. However, each country will determine the legality of documents based on its own set of legitimization requirements.

At Bangladesh Consultant, we offer document legalization as part of our Corporate secretarial services in Bangladesh, ensuring the international recognition of your business documents.

Services for Independent Directors

Your company’s success and ultimate destiny depend on a few key factors, including your ability to choose the best services for your needs. At this point, the assistant explains why the best choice for any business visionary is NetworkBD’s Independent Director Services. We also provide independent director services via our company secretarial services.

Through our services of Bangladesh preferred secretariat, we help organizations to recruit and oversee independent directors and create sound governance and accountability structures.

Who Is Eligible to Operate as a Company Secretary?

It takes a solid academic background and fluency in English writing to become a Company Secretary in Bangladesh. It is necessary to possess knowledge of corporate law, and the specialised knowledge of an accountant, attorney, or administrator is contingent upon the demands of the business. It is advised to get affiliated with the Institute of Chartered Secretaries and Managers of Bangladesh (ICSMB). In addition to personality, honesty, and leadership, a successful company secretary must be computer literate. Employers respect continuous knowledge growth achieved via tact and intellectual resources.

A qualified Company secretary in Bangladesh will ensure that your company is meeting all statutory requirements and adhering to best practices in governance.

Duties of a Corporate Secretary

Individual and Corporate Accountability

The Company Secretary has joint accountability with the corporation for any errors, mismanagement, or misconduct committed during their term in office. They are responsible for the timely submission of statutory returns and preserving the privacy of Board matters.

Statutory Compliance

The Secretary must keep up with the necessary registers, file the necessary returns, and distribute notifications in accordance with the time frames set out by statute.

Our Corporate Legal Secretary in Bangladesh can assist organizations with statutory reporting, maintain business registers, and file statutory reports and notifications to the RJSC in a timely manner.

Liabilities as Defined Under the 1994 Companies Act

Company Secretaries are subject to particular statutory obligations under the Companies Act of 1994. These obligations include filing yearly member lists, holding annual general meetings, submitting statutory reports, and adhering to other legal requirements.

Through Corporate secretarial services in Bangladesh, Bangladesh Consultant assists companies in accurately and transparently completing all compliance articles under the Companies Act 1994.

Restrictions on the Position

Despite playing a crucial role, a company secretary has several restrictions:

  • Executive Powers: Without specific permission from the Board, one cannot use executive or management authority.
  • Representation: Without the directors’ knowledge and consent, it is not possible to represent the firm.
  • Contractual Powers: Inability to unilaterally tie the corporation to a contract.

Sections of the 1994 Companies Act Affecting the Function of the Company Secretary

Certain provisions of the Companies Act of 1994 have consequences that affect the duties of a company secretary. Specifically, Section 258(5) penalises failures to submit information to the official liquidator, and Section 38(5) covers notice-of-refusal to transfer shares or debentures that occur beyond the deadline. Directors, secretaries, managers, and other officials are subject to penalties, underscoring the need to exercise caution to prevent company violations. Because fines apply to both current officials and former employees, company secretaries must manage these legal subtleties and ensure compliance.

In conclusion, the Secretarial services in Bangladesh offered by Bangladesh Consultant aim to ensure that each business entity complies with laws and regulations, promotes transparency in governance, and establishes long-term trust with the corporate sector. Whether you are looking for Cosec Services in Bangladesh, Company Secretariat Secretary in Bangladesh, or Comprehensive Company Secretariat services in Bangladesh, we offer you solutions from start to finish that will power your business. 

Whether you are in need of Cosec Services in Bangladesh, Company Secretariat Secretary in Bangladesh, or Comprehensive Company Secretariat services in Bangladesh, we provide solutions from start to finish that empower your business.

Frequently Asked Questions (FAQs):

Contrary to what the name might imply, company secretarial services refer to the level of administrative function within a business that guarantees good corporate governance, efficient administration, and compliance with laws and regulations that regulate business and industry.

Corporate secretarial services are vital to the efficient running of the company. Every firm has a unique legal framework, and its regulatory processes also differ from one another. Therefore, for a straightforward, transparent, and regulated compliance across many countries, full corporate secretarial services are necessary.

Appointing a corporate secretary lessens the administrative burden for a new market entrant, which streamlines the market entrance process. Reduce the likelihood of corporate non-compliance, which will boost company productivity. It also successfully addresses the difficulties posed by the shifting legal environment and aids in creating a company that is scalable.

Choosing Bangladesh Consultant for Secretarial service in Bangladesh is like having professionals who are well-versed in local laws and understand the international business needs, take care of your corrective and set up requirements.

A company secretary is responsible for overseeing the proper application of the director appointment process and assisting with the successful onboarding of new directors… The secretary ensures that the company’s unique business interests are considered and that all applicable legal and regulatory requirements are met… The company secretary is responsible for keeping in touch with the shareholders as required and making sure their interests are respected.

It takes a solid academic background and fluency in English writing to become a Company Secretary in Bangladesh. It is necessary to possess knowledge of corporate law, and the specialised knowledge of an accountant, attorney, or administrator is contingent upon the demands of the business. It is advised to get affiliated with the Institute of Chartered Secretaries and Managers of Bangladesh (ICSMB).

Company Secretaries are subject to particular statutory obligations under the Companies Act of 1994. These obligations include filing yearly member lists, holding annual general meetings, submitting statutory reports, and adhering to other legal requirements.

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