The main rules are the BSEC (Investment in Sukuk) Rules 2019, read with general securities legislation, the public offer and debt securities rules where relevant, and the Trust Act 1882 for the trust structure. Listing rules of the Dhaka and Chittagong stock exchanges apply to listed issues, and depository regulations govern dematerialised holdings. Banks issuing or investing in sukuk must also follow Bangladesh Bank requirements. BSEC revises its rules and issues directives from time to time, so we confirm the current position before fixing a structure or timetable for any Islamic capital market transaction.

A company can issue sukuk privately to a limited number of investors or publicly through an offer, subject to BSEC consent and the requirements that apply to each route. Public issues need a prospectus, credit rating, trustee, Shariah supervisory board and listing, while private placements involve fewer steps but still require Commission approval and proper documentation. The issuer's constitution, borrowing powers and existing financing covenants must also permit the transaction. We review those points at the outset so that an issuer does not discover a lender consent requirement late in the process.

Sukuk need identifiable assets, rights or business activities that generate the return paid to investors. Common examples include buildings, plant and machinery, land use rights, leased equipment and project receivables, or a share in a business venture under musharakah or mudarabah. The asset must be Shariah-compliant, legally transferable or capable of being made subject to the trust, and free of conflicting security interests. In Bangladesh, title verification and registration of land can take time, so we start asset diligence early and plan alternatives if a chosen asset proves problematic. That is standard Islamic capital market practice.

It depends on the structure. In an asset-based sukuk, investors usually rely mainly on the obligor's purchase undertaking and credit, with the trust holding beneficial rights over the assets. An asset-backed structure aims to give investors recourse to the assets themselves, which requires a true transfer and proper registration. Separate security can also be granted to the trustee over assets, accounts or receivables. We explain clearly in the offer document what investors can and cannot enforce, because overstatement of asset protection is a common source of disputes in any Islamic capital market.

Foreign investors can generally invest in listed and some unlisted securities in Bangladesh, subject to foreign exchange regulations, the terms of the issue and any sector restrictions. The investment must be brought in through proper banking channels and recorded correctly so that profit distributions and redemption proceeds can be repatriated. Withholding tax on distributions, treaty relief and custody arrangements also need attention. For cross-border offers, we work with overseas counsel on marketing restrictions in the investor's home jurisdiction and with Bangladesh Bank requirements on the Bangladesh side. Islamic capital market access for foreigners is possible.

There is no fixed timetable. A private sukuk with a straightforward asset base and a prepared issuer can move considerably faster than a public, listed issue requiring a prospectus, credit rating, Shariah pronouncement, exchange approval and subscription period. The most common sources of delay are asset title issues, incomplete financial information, lender consents and repeated rounds of regulator comments. We prepare a detailed workplan that sequences legal, Shariah, rating and regulatory tasks, so the issuer can see which items drive the timetable and where early decisions save time. Islamic capital market timetables vary considerably.

The trust deed and transaction documents define dissolution events, such as non-payment, insolvency or breach of covenant. On a dissolution event, the trustee may call on the obligor's purchase undertaking, enforce any security and, depending on the structure, deal with the underlying assets. Trustees usually act on the instructions of a specified majority of sukuk holders. Bangladesh court processes, insolvency rules and, for banks, the bank resolution framework can affect enforcement and timing. We advise trustees and investors on realistic enforcement options, including negotiated restructuring where that protects value better than litigation.

Islamic banks are major investors in government and corporate sukuk because they need Shariah-compliant liquidity instruments and cannot hold conventional interest-bearing securities. Banks also act as trustees, arrangers, issue managers through subsidiaries and sometimes issuers of capital instruments such as mudarabah bonds. Bangladesh Bank rules on investment limits, capital treatment and liquidity therefore affect demand and structure. Recent consolidation and resolution of several troubled Islamic banks has made counterparty diligence more important, and we factor that into advice on trustee, account bank and investor arrangements. We monitor these developments closely.