In the Bangladeshi corporate landscape, the role of a Company Secretary is crucial, serving as a bridge between administration and legal compliance. The appointment involves a Board resolution and formal employment contract. This article delves into the pivotal duties, responsibilities, and evolving roles of a Company Secretary within the framework of the Companies Act 1994.

The Company Secretary is key in preparing and submitting statutory returns to the Registrar of Joint Stock (RJSC) Companies, guiding directors on their obligations under the Bangladesh Companies Act 1994. Preparing all meeting minutes and related documentation constitutes just a fraction of the diverse responsibilities handled by such services.


How does this content of Company Secretarial Services in Bangladesh help you?


This content provides a comprehensive overview of the role and significance of Company Secretaries in the Bangladeshi corporate landscape, particularly within the framework of the Companies Act 1994. It delves into the qualifications, responsibilities, and limitations of a Company Secretary, offering insights into the legal and statutory aspects they navigate.

The article also outlines the specific services provided by Company Secretarial Services in Bangladesh, emphasizing the importance of compliance, governance, and legal oversight.

Readers will find valuable information on the liabilities outlined in the Companies Act 1994, the recommended qualifications for aspiring Company Secretaries, and the vital role they play in maintaining regulatory adherence. The inclusion of FAQs provides a concise reference for common queries related to Company Secretarial Services.


Here is what we provide for Company Secretarial Services in Bangladesh


Discover comprehensive Company Secretarial Services in Bangladesh with our expert team based in Dhaka. From seamless Company Registration and Business Incorporation to meticulous Corporate Compliance and Governance, our services extend to Corporate Legal Support, Director Appointment, and Shareholder Resolution Services. We specialize in Board Meeting Documentation, Annual General Meeting (AGM) facilitation, and Corporate Record Keeping.

Ensure your business adheres to Regulatory Compliance with our assistance, including Statutory Compliance and Regulatory Advisory services. Benefit from our specialized expertise in Company Law Consultancy, Company Formation, and Corporate Filing Services.

Explore the convenience of Company Secretary Outsourcing and trust us for thorough Business Licensing Services. Elevate your corporate journey with our all-encompassing suite of services designed to meet your company’s regulatory and legal needs.”

Company Secretarial Services in Bangladesh


Who can work as a Company Secretary in Bangladesh?


To qualify as a Company Secretary in Bangladesh, one needs a strong academic background and proficiency in English writing. Familiarity with corporate legislation is a must, and the specific expertise of an accountant, lawyer, or administrator depends on the company’s needs. Affiliation with the Institute of Chartered Secretaries and Managers of Bangladesh (ICSMB) is recommended. Computer literacy is essential, and a successful Company Secretary is characterized by personality, integrity, and command. Ongoing knowledge enhancement through cerebral resources and tact earns esteem from employers.


What is included in secretarial services?


  1. Guardian of Company Interests: The Company Secretary is not merely an employee but the custodian of the company’s interests, ensuring protection across legal, statutory, administrative, and policy matters.
  2. Board Control: Directly under the control of the Board of Directors, the Secretary is entrusted with tasks such as convening and signing notices for meetings, sending financial accounts to shareholders, ensuring quorum, and meticulously preparing meeting minutes.
  3. Legal Oversight: The Secretary plays a critical role in ensuring that deeds, contracts, and agreements involving the company are correctly framed and executed. Authorization may even grant them signatory status for such agreements.
  4. Share Allotment and Transfer: The Secretary must prepare allotment lists, process share transfer instruments, and generate definitive share certificates for Board approval.


Responsibilities of a Company Secretary


  1. Personal and Corporate Accountability: The Company Secretary shares responsibility with the company for any lapses, fraud, or wrongdoing during their tenure. They are accountable for maintaining the confidentiality of Board affairs and timely filing of statutory returns.
  2. Statutory Compliance: The Secretary is responsible for adhering to statutory timelines for circulating notices, filing various statutory returns, and maintaining required registers.


Liabilities within the Companies Act 1994


The Companies Act 1994 outlines specific statutory liabilities for Company Secretaries, including the obligation to submit statutory reports, hold annual general meetings, file annual lists of members, and comply with various other legal requirements.


Limitations on the Role


While holding a pivotal role, a Company Secretary has limitations:

  1. Executive Powers: Cannot assume executive or managerial powers without express authority from the Board.
  2. Representation: Cannot represent the company without the knowledge and approval of the directors.
  3. Contractual Powers: Cannot bind the company by a contract independently.


Sections of the Companies Act of 1994 that Affected the Companies Secretary’s Role


In the landscape of the Companies Act of 1994, specific sections carry penalties impacting the role of a Company Secretary. Notably, Section 38(5) addresses lapses in sending notices of refusal to transfer shares or debentures, and Section 258(5) penalizes defaults in submitting statements to the official liquidator. Penalties apply to directors, secretaries, managers, and others, emphasizing the importance of vigilance to avoid corporate contraventions. Company Secretaries must navigate these legal nuances and ensure compliance, as penalties extend to current officers and those who previously served with the company.

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Legal Advice on Secretary Service matters at CLP.


For any queries or legal assistance regarding secretary service matters, please do not hesitate to contact us. Our dedicated professionals are ready to guide you through the legal complexities, offering tailored solutions to meet your needs. For any queries, please reach us at


Frequently Asked Questions (FAQ) – Company Secretarial Services in Bangladesh


1. What is the Company Secretary’s role in Bangladesh?

The Company Secretary is crucial for legal compliance, acting as a bridge between administration and statutory requirements under the Companies Act 1994.

2. How can one become a Company Secretary in Bangladesh?

Qualifications include a strong academic background, proficiency in English, familiarity with corporate law, and affiliation with ICSMB. Computer literacy is essential.

3. What services are included in Company Secretarial Services?

Services cover Company Registration, Compliance, Governance, Director Appointment, Shareholder Resolutions, Board Meeting Documentation, AGM facilitation, and Regulatory Compliance.

4. What are the key responsibilities of a Company Secretary?

Responsibilities include safeguarding company interests, board control, legal oversight, and managing share allotment and transfer processes.

5. What liabilities does a Company Secretary have under the Companies Act 1994?

Statutory liabilities include submitting reports, holding AGMs, filing lists of members, and complying with legal requirements.

6. What are the limitations of a Company Secretary’s role?

Limitations include no executive powers without Board approval, no representation without director approval, and no independent contractual powers.

7. Which sections of the Companies Act 1994 impact the Company Secretary’s role?

Sections 38(5) and 258(5) address lapses and penalties, emphasizing the need for vigilance to avoid corporate contraventions.

8. How can legal advice be obtained for Company Secretary matters?

Contact CLP through email (, or phone (+8801700920980, +8801947470606).

9. Where is CLP located for consultations?

CLP is located at Jamilla Villa (3rd Floor), Flat No-C2, House No. 4/A/1, Road No. 02, Gulshan-1, Dhaka-1212.

10. How can one stay updated on legal complexities in Company Secretarial Services?

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