Section 29 Company in Bangladesh | Aeenx Legal & Advisory

RJSC Certified Advisory

Section 29 Company
in Bangladesh

Complete registration services for Companies Limited by Guarantee under Section 29 of the Companies Act, 1994. Register your for-profit association, club, or trade body with the Registrar of Joint Stock Companies and Firms (RJSC) — fully compliant, professionally handled.

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Section 29 Company BD

OFFICIAL GUIDE

Section 29 Company

in Bangladesh

Company Limited by Guarantee · For-Profit Association

RJSC Name Clearance

MOA & AOA Drafting

Certificate of Incorporation

Annual Return Filing

AEENX GLOBAL

Overview

What is a Section 29 Company?

Company Limited by Guarantee (For-Profit)

A Section 29 Company is a company limited by guarantee registered under Section 29 of the Companies Act, 1994 (Act No. XVIII of 1994). It is a for-profit entity, meaning it can engage in any type of business or commercial activity as defined in its object clause and distribute profits to its members.

Unlike a company limited by shares, a Section 29 company has no share capital. Instead, each member provides a guarantee — a fixed sum they agree to contribute toward the company's debts if it is wound up. It enjoys all the rights and obligations of a limited liability company and is registered with the RJSC at roc.gov.bd.

Section 29 vs Section 28: Key Distinction

The key legal distinction is purpose and profit: a Section 28 company is a non-profit association that promotes commerce, art, science, religion, or charity — and may omit "Limited" from its name. A Section 29 company is a for-profit association or club that may distribute earnings to members and must retain "Limited" in its registered name.

Section 29 entities can undertake any lawful commercial activity stated in their Memorandum of Association, making them ideal for trade associations, sports clubs, professional bodies, and member-based for-profit organisations. Aeenx's team will identify the correct registration type for your objectives.

Eligibility

Who Should Register Under Section 29?

Section 29 suits a wide range of for-profit member-based organisations. Here is a breakdown of eligible and commonly registered entity types.

Typical Section 29 Entities

Trade and business associations — chambers of commerce, industry guilds, and business councils seeking commercial objectives

Sports and recreational clubs — members' clubs operating on a for-profit basis, including fitness centres and sports associations

Professional associations — bodies of professionals such as accountants, engineers, architects, or IT practitioners

Social and welfare clubs — social organisations generating income from membership fees, events, or services

Co-operative style entities — member-driven groups engaged in commercial activities for shared benefit

Sector-specific industry bodies — RMG, ICT, pharma, or other sector organisations with commercial membership structures

Key Legal Features

No share capital — members provide a monetary guarantee instead of buying shares

Limited liability — members' personal assets are fully protected; liability is capped at their guaranteed sum

Separate legal entity — can own property, sign contracts, and sue or be sued in its own name

Profit distribution allowed — unlike Section 28, profits or surpluses may be distributed to members

"Limited" suffix mandatory — the word "Limited" must be included in the company name as required by the Act

Important: Any provision in the MOA or AOA allowing profit participation otherwise than as a member is void under Section 29. Aeenx's legal team ensures all constitutional documents are fully compliant.

Comparison

Section 29 vs Other Entity Types

Under the Companies Act, 1994 and Societies Registration Act, 1860

Feature	Section 29 Company	Section 28 Company	Societies Act 1860
Nature	For-Profit	Non-Profit	Non-Profit (charitable)
Share Capital	None (guarantee only)	None	None
Profit Distribution	Allowed	Not Allowed	Not Allowed
"Limited" in Name	Mandatory	Can be omitted	Not applicable
Registering Authority	RJSC	RJSC	RJSC / Sub-Registrar
Object Clause	Any lawful commercial activity	Commerce, science, charity, religion, art	Charitable purposes only
Tax Exemption	Not generally available	Available if wholly charitable (Income Tax Ordinance 1984)	Available if wholly religious/charitable

Source: Companies Act, 1994 (Act No. XVIII of 1994); Societies Registration Act, 1860. Contact Aeenx for entity-type advisory.

Documents

Required Documents

Prepare these documents before initiating registration with the RJSC. Our advisory team will verify and compile everything before submission.

Promoters & Members

National ID Card (NID) of all promoters

Passport (for foreign nationals)

Minimum 2 promoters / subscribers required

Recent passport-size photographs

Mobile number & email (for RJSC portal)

Constitutional Documents

Memorandum of Association (MOA) — stating guarantee amount per member

Articles of Association (AOA) — internal governance rules

Form I: Declaration on registration of company

Form IX: Consent of each director to act

Form XII: Particulars of directors and managers

Office & Supporting Documents

Form VI: Notice of registered office address

Proof of registered office — utility bill or lease agreement

Name Clearance Certificate from RJSC portal

RJSC registration fee payment receipt

Encashment Certificate (foreign-invested entities only)

Process

Step-by-Step Registration Process

Registration is handled online through the RJSC portal at roc.gov.bd. The overall process for a Section 29 company mirrors that of a public limited company.

Obtain Name Clearance from RJSC

Log into the RJSC portal at roc.gov.bd and apply for name clearance. Pay the BDT 500 name clearance fee. Once approved, the clearance is valid for 30 days (extendable by BDT 200 per extension). The name must include the word "Limited" for a Section 29 entity.

Draft the MOA and AOA

Prepare a Memorandum of Association that clearly states the objects of the company, the guarantee amount each member commits to in case of winding up, and confirms there is no share capital. The Articles of Association must set out internal governance, membership rules, and meeting procedures.

Complete RJSC Registration Forms

Fill in and sign Form I (declaration), Form VI (registered office address), Form IX (director consent), and Form XII (director particulars). These must be signed by all promoters and submitted alongside the MOA/AOA to the RJSC.

Upload Documents & Pay Registration Fee

Upload all scanned and attested documents in PDF format via the RJSC online portal. Pay the applicable government registration fee and stamp duty as prescribed in the Companies Act, 1994 fee schedule. Foreign-invested entities must also provide an Encashment Certificate from the bank.

RJSC Review & Certificate of Incorporation

The RJSC reviews the application — typically within 7–14 working days. If all documentation is in order, the RJSC issues the Certificate of Incorporation with a unique company registration number. You will receive a digital certificate confirming legal entity status under Section 29 of the Companies Act, 1994.

Post-Registration Formalities

After incorporation, open a company bank account, obtain a Trade License from the relevant city corporation or municipality, register for e-TIN with the NBR at incometax.gov.bd, and obtain VAT/e-BIN registration if applicable. Ensure your RJSC compliance calendar is set for annual return filing obligations.

Non-Compliance

Penalties for Non-Compliance

The RJSC and courts enforce compliance strictly under the Companies Act, 1994. Avoid these costly penalties by registering and maintaining compliance with expert guidance.

Struck Off

Company Dissolution

RJSC may strike off and dissolve a Section 29 company for persistent failure to file annual returns or statutory documents

Criminal Liability

Directors & Officers

Under the Companies Act 1994, every director and secretary may be held personally liable for offences involving default in statutory filings

Daily Default Fine

Late Annual Return

Companies Act 1994 imposes a continuing daily default fine for each day the annual return (Schedule X) is overdue after the AGM deadline

Void Provisions

Invalid MOA Clauses

Any clause in the MOA, AOA or resolution purporting to divide the entity's undertaking into shares is treated as void under Section 29 of the Act

Why Aeenx

Why Choose Aeenx for Section 29 Registration?

100% RJSC Compliant

All MOA, AOA and RJSC forms are drafted and verified strictly against the Companies Act, 1994. Zero errors, zero rejection risk.

7–14 Day Turnaround

Fast-tracked processing with full document preparation support so your organisation gets its Certificate of Incorporation without delay.

Expert Entity Advisory

Our legal professionals advise on whether Section 29, Section 28, or a private limited company best suits your organisational objectives.

End-to-End Service

From name clearance and constitutional document drafting to RJSC submission, tracking, and certificate delivery — we handle every step.

Post-Registration Compliance

Annual return filing (Schedule X), AGM support, director change filings, TIN and VAT registration, Trade License — complete ongoing compliance support.

MOA/AOA Drafting Precision

We craft legally sound constitutional documents — ensuring guarantee clauses, object clauses, and governance provisions pass RJSC review on the first submission.

FAQ

Frequently Asked Questions

What is the difference between a Section 29 and a Section 28 company in Bangladesh?

The core difference is commercial purpose. A Section 29 company is a for-profit association or club registered under the Companies Act, 1994 — it can engage in any commercial activity and distribute profits to members. A Section 28 company is a non-profit association that promotes commerce, art, science, religion, or charity, and may omit "Limited" from its name. Section 29 entities must retain the word "Limited" in their registered name.

Does a Section 29 company need to have share capital?

No. A Section 29 company is a company limited by guarantee and has no share capital. Instead of purchasing shares, each member provides a guarantee — a fixed monetary amount they agree to contribute toward the company's liabilities in the event the company is wound up. This guarantee amount must be clearly stated in the Memorandum of Association. Any provision purporting to divide the undertaking into shares is void under Section 29 of the Act.

Can a Section 29 company be converted to a Section 28 non-profit company?

There is no explicit statutory provision in the Companies Act, 1994 governing this conversion. However, in practice the RJSC may exercise discretion to convert a Section 29 entity to a Section 28 entity if the Registrar is satisfied that the conversion serves the purpose of promoting commerce, art, science, religion, charity, or another useful object. A Section 29 company cannot be directly converted to an entity under the Societies Registration Act, 1860.

How many members are required to form a Section 29 company?

A Section 29 company, being a company limited by guarantee, follows the same formation rules as a public limited company under the Companies Act, 1994. A minimum of two promoters/subscribers is required to sign the Memorandum of Association. There is no maximum member limit. The MOA must clearly state the guarantee amount each member undertakes in the event of winding up.

What are the annual compliance obligations for a Section 29 company?

Section 29 companies must hold an Annual General Meeting (AGM), prepare and submit an annual return (Schedule X — annual summary) to the RJSC within 21 days of the AGM, and file the Balance Sheet and Profit & Loss Account within 30 days of the AGM. Directors must be updated via Form XII within 14 days of any change. Failure to meet these deadlines results in a continuing daily default fine under the Companies Act, 1994, and persistent non-compliance can result in the company being struck off by the RJSC.

Can a Section 29 company receive foreign investment or foreign donations?

Foreign investors may participate in a Section 29 company as members, subject to BIDA approvals and compliance with the Foreign Private Investment (Promotion and Protection) Act, 1980 and the Foreign Exchange Regulation Act, 1947. Foreign investors must remit investment capital through official banking channels and obtain an Encashment Certificate for RJSC submission. Since Section 29 is a for-profit entity, it is not generally eligible to receive foreign donations under the Foreign Donations (Voluntary Activities) Regulation Act, 2016 — that framework applies to non-profit NGOs.

Ready to Register Your
Section 29 Company in Bangladesh?

Let Aeenx's certified legal professionals handle your Section 29 company registration — accurate MOA/AOA drafting, full RJSC compliance, and swift Certificate of Incorporation delivery.