TRW Insight / Bangladesh
Loan security documentation Bangladesh lenders rely on is decided by formalities: a registered mortgage, a filed RJSC charge, a notified assignment and a registered power of attorney. This guide shows lenders and borrowers how each security is created, costed and perfected in 2026.
Loan security documentation Bangladesh law requires in 2026
Loan security documentation Bangladesh banks accept is judged on one day only: the day the borrower fails. A mortgage that was never registered, a hypothecation that never reached the Registrar of Joint Stock Companies, or a power of attorney that was signed but not registered leaves the lender holding paper rather than collateral. A borrower who signed without reading leaves assets exposed that it never meant to give. The law that decides these questions is old, mostly the Transfer of Property Act 1882, the Contract Act 1872, the Registration Act 1908 and the Companies Act 1994, but its formalities are strict and the costs are set by a stamp schedule that changes with Finance Acts.
This guide is about creating and perfecting security, for lenders and borrowers alike. It covers the loan documentation package, the choice between a registered mortgage and an equitable mortgage by deposit of title deeds, stamp duty and registration costs, hypothecation, pledge, lien, assignment of receivables, corporate and personal guarantees, RJSC charge registration within 21 days, the power of attorney to sell that feeds into section 12 of the Artha Rin Adalat Ain 2003, and a perfection checklist. Loan pricing, classification, project finance structures and recovery suits have their own TRW guides, linked where they matter rather than repeated.

Summary: A secured loan in Bangladesh is only as good as its formalities. Land is charged by a registered mortgage, and since 2004 even a mortgage by deposit of title deeds in favour of a scheduled bank or financial institution must be registered. Movables are hypothecated or pledged, deposits are held under lien, and receivables are assigned in writing with notice to the debtor. Every registrable charge created by a company must be filed with the RJSC within 21 days or it is void against a liquidator and other creditors. A registered irrevocable power of attorney supports the lender's power to sell before suing under the Artha Rin Adalat Ain.
Key point: The equitable mortgage is not the shortcut many borrowers think it is. The first proviso to section 59 of the Transfer of Property Act, inserted in 2004, requires a mortgage by deposit of title deeds to be made by registered instrument where the mortgagee is the Government, a scheduled bank or a financial institution. Under the stamp schedule, an agreement relating to deposit of title deeds also attracts ad valorem duty of 0.5 per cent on most loans, while a mortgage deed in favour of a bank carries a slab duty that is usually far lower.
At a glance
Registered mortgage
A mortgage securing Tk 100 or more must be by registered instrument signed by the mortgagor and attested by two witnesses.
Title deeds to a bank
Since 2004, a deposit of title deeds in favour of a scheduled bank or financial institution must also be registered.
Movables and money
Plant and stock are hypothecated, goods and shares pledged, deposits held under lien and receivables assigned in writing.
21 days at the RJSC
Section 159 of the Companies Act 1994 voids an unfiled company charge against the liquidator and every creditor.
Power to sell
A registered irrevocable power of attorney lets the lender sell collateral before suing, as section 12 of the Artha Rin Adalat Ain requires.
Table of Contents
The loan security documentation Bangladesh lenders build
Every secured facility has two sets of papers. The first records the debt: the sanction letter, the facility agreement where there is one, the demand promissory note and the borrower's corporate approvals. The second creates the security over specific assets and the personal or corporate promises that stand behind the borrower. The commercial and regulatory terms of the first set, including market-based pricing, penal interest caps and classification, are analysed in our guide to bank loan laws in Bangladesh. This guide deals with the second set, where loan security documentation Bangladesh courts are asked to enforce either holds or fails.
Matching each instrument to the asset
The asset decides the instrument, and the instrument decides the formality. Land and buildings are charged by mortgage under the Transfer of Property Act. Plant, machinery, vehicles, stock and book debts are charged by hypothecation, where the borrower keeps possession. Goods, shares and documents of title delivered to the lender are pledged under the Contract Act. Fixed deposits and other money already in the bank's hands are held under a letter of lien, often with a right of set-off. Contract receivables are assigned as actionable claims. Each has its own route to perfection, and a package that mixes them must satisfy each route separately.
Who signs what
Three categories of signatory appear in most files. The borrower signs the loan documents and the security over its own assets. A third-party mortgagor, often a sponsor or family member who owns the land, signs a mortgage and power of attorney over property that is not the borrower's. Guarantors sign personal or corporate guarantees. Each is a separate party with separate defences, and each needs separate independent advice where interests diverge. A third-party mortgagor risks losing its land without ever having borrowed a taka.
Why perfection matters more than drafting
In our experience, enforcement disputes seldom turn on clever drafting. They turn on missing formalities: an unregistered memorandum of deposit, a mortgage presented for registration after the deadline, a charge never filed at the RJSC, a pledge of shares without delivery, or an assignment never notified to the paying counterparty. Good loan security documentation Bangladesh practitioners prepare therefore treats perfection as a closing condition, with evidence of each step on file before the first drawdown.
Mortgages over land under the Transfer of Property Act
Section 58 of the Transfer of Property Act 1882 defines a mortgage as the transfer of an interest in specific immovable property to secure payment of money advanced or to be advanced, an existing or future debt, or the performance of an engagement that may give rise to a pecuniary liability.[1] The Act recognises several forms, including the simple mortgage, the English mortgage and the mortgage by deposit of title deeds. In bank practice the choice is between a registered mortgage deed and a mortgage by deposit of title deeds, known as an equitable mortgage.
The registered mortgage
Section 59 provides that, where the principal money secured is Tk 100 or more, a mortgage other than a mortgage by deposit of title deeds can be effected only by a registered instrument signed by the mortgagor and attested by at least two witnesses.[2] The Registration Act 1908 lists instruments of mortgage under section 59 among the documents whose registration is compulsory, and section 49 provides that a document required to be registered does not create, declare, assign, limit or extinguish any right in immovable property unless it has been registered.[3] An unregistered mortgage deed is therefore not a mortgage at all.
Timing is the first practical trap. Section 23 of the Registration Act requires a document other than a will to be presented for registration within three months of execution, with limited extensions for documents executed by several parties at different times, for urgent necessity or unavoidable accident on payment of a fine, and for documents executed abroad.[3] A registered mortgage signed at closing and left in a drawer is a document that may never be registrable.
The equitable mortgage by deposit of title deeds
Section 58(f) describes a mortgage by deposit of title deeds as one where a person in Dhaka, Narayanganj, Chittagong or any other town notified by the Government delivers documents of title to immovable property to a creditor or its agent with intent to create a security over it.[1] Historically it needed no registered instrument. The Transfer of Property (Amendment) Act 2004 changed that for institutional lenders by adding a proviso to section 59: a mortgage by deposit of title deeds must also be made by a registered instrument where the mortgagee is the Government, a scheduled bank or a financial institution.[2]
A second proviso, added in 2006, carves out one situation. Under a tripartite agreement between a buyer, a seller that is a real estate owner, firm or company, and a scheduled bank or financial institution, a flat, floor space or plot to be built or developed may be mortgaged to the bank by deposit of title deeds without a registered instrument, where the bank pays the seller on the buyer's behalf.[2]
Registered or equitable: which to take
For a bank or financial institution, both routes now end at the sub-registry, so the case for the equitable mortgage rests on cost and convenience rather than speed. The stamp schedule usually points the other way, as the next section shows. Equitable mortgages still matter in two settings: lending by persons who are not banks or financial institutions, and security taken before 2004 that is still being enforced. The Registration Act also preserves the priority of certain mortgages by deposit of title deeds over later mortgage deeds affecting the same property, which can decide contests between successive lenders.[3] For any new bank facility, our advice is to take a registered mortgage deed with an express power of sale.
Power of sale without the court
Section 69 of the Transfer of Property Act allows a mortgagee to sell without the intervention of the court in three cases, including where the mortgagee is the Government or a scheduled bank and the mortgage deed expressly confers the power, and where the deed confers the power and the property is in Dhaka or another notified area.[1] The power can be exercised only after written notice requiring payment and three months' continuing default, or where interest of at least Tk 500 is three months in arrear, and a purchaser's title cannot be impeached for irregularity, the injured party being left to damages.[1]
Loan security documentation Bangladesh banks draft should therefore state the power of sale in the deed itself, not only in a side letter.

Stamp duty and registration costs on security documents
Costs are set by Schedule I to the Stamp Act 1899, which was substituted in full by the Finance Act 2022, and by the registration fee schedule under the Registration Act.[4] We found no amendment to the security items below in the Finance Ordinance 2025 or the Finance Act 2026 summaries we reviewed, but rates move with each budget, so they must be checked against the current schedule on the signing date.[14] The figures below are the ones that matter for loan security documentation Bangladesh banks take in 2026.
Mortgage deed in favour of a bank or financial institution
Item 39(2) of the schedule fixes the duty on a mortgage deed in favour of a bank or financial institution by the loan amount: Tk 2,000 up to Tk 50 lakh; Tk 5,000 above Tk 50 lakh up to Tk 1 crore; and above Tk 1 crore, Tk 5,000 for the first crore plus 0.1 per cent of the remainder, subject to the ceiling stated in the schedule.[4] An ordinary mortgage with possession given to the mortgagee is charged ad valorem under item 39(1) instead, which is why bank mortgages are almost always drafted without possession.[4]
The registration fee for a mortgage in favour of a bank is also slab-based on the sanctioned loan amount. Current sub-registry practice, as published in August 2026, applies 1 per cent with a minimum of Tk 200 and maximum of Tk 500 for loans up to Tk 5 lakh, 0.25 per cent with a minimum of Tk 1,500 and maximum of Tk 2,000 above Tk 5 lakh up to Tk 20 lakh, and 0.1 per cent with a minimum of Tk 3,000 and maximum of Tk 5,000 above Tk 20 lakh, together with an e-fee and page-based copying fees.[5] The same guidance states that proof of an income tax return is required for loans above Tk 20 lakh.[5]
Mortgage deeds are excluded from the source tax collected on registration of property transfers under section 125 of the Income Tax Act 2023, so the largest item in a sale registration does not apply.[14] The full sale-side cost stack is explained in our guide to property registration fees in Bangladesh.
Deposit of title deeds, pawn and pledge
Item 6 charges an instrument evidencing an agreement relating to the deposit of title deeds, pawn or pledge at 0.5 per cent of the amount secured, up to a maximum of Tk 3 crore, where the loan is repayable on demand or more than three months after the instrument, and 0.3 per cent, up to Tk 1 crore, where it is repayable within three months.[4] On a Tk 20 crore facility the difference between a registered mortgage deed and a memorandum of deposit is therefore large. Lenders should structure the land security as a mortgage deed and keep the deposit of original deeds as a supporting step, not the operative instrument.
Powers of attorney, further charges and release
Item 47 fixes Tk 2,000 for a power of attorney given by a borrower to a scheduled bank or financial institution, when obtaining credit, empowering it to realise the loan, and Tk 1,500 for an irrevocable power of attorney over immovable property executed without consideration; an irrevocable power given for consideration attracts 1.5 per cent of the consideration, between Tk 10,000 and Tk 1 lakh.[4] Further charges and reconveyances have their own items, with reconveyance of mortgaged property attracting a fixed Tk 500 in most cases.[4] Document top-ups as a further charge or supplemental deed under the correct item.
Guarantees and hypothecation
The schedule does not price hypothecation as a separate item, and a letter of guarantee is cross-referred to the duty on agreements.[4] Characterisation therefore matters: a letter of hypothecation that also records a pledge of documents or a deposit of deeds may attract item 6. Agree the characterisation and stamp each instrument correctly at signing, because a stamping dispute is a delay no lender wants at the start of a recovery suit.
Hypothecation, pledge and lien over movables and money
Movable security is where loan security documentation Bangladesh lenders take is most varied, and where the borrower's business keeps running over the secured assets.
Hypothecation
Hypothecation is a charge over movables that remain in the borrower's possession, with a contractual right for the lender to take possession and sell on default. No single statute defines it, but the Artha Rin Adalat Ain treats hypothecated movable property with a power of sale in the same way as mortgaged land for the purposes of pre-suit sale.[9] A good deed of hypothecation identifies the assets by schedule, extends to replacements and additions, requires insurance with the bank as loss payee, permits inspection, and prohibits further charges without consent.
For a company, hypothecation of plant, machinery and vehicles is a charge on movable property other than stock-in-trade and is registrable under section 159.[6] Stock-in-trade is excluded from that limb, so a charge over trading stock is usually framed as a floating charge, which is registrable in its own right.[6] Book debts are a separate registrable category.[6] A single deed covering stock and receivables should be filed as both.
Pledge
A pledge is the bailment of goods as security for payment of a debt or performance of a promise.[8] Delivery is the essence: without possession, actual or constructive, there is no pledge. On default the pawnee may sue on the debt and retain the goods, or sell them after giving the pawnor reasonable notice of the sale, accounting for any surplus and recovering any shortfall; the pawnor can redeem at any time before the actual sale on paying the debt and the expenses of default.[8]
Pledges of goods in a bank-controlled warehouse and pledges of shares are the common examples. For shares, lenders hold the certificates with signed blank transfer forms, and the articles should not obstruct registration of a transfer on enforcement.
Lien and set-off
Section 171 of the Contract Act gives bankers a general lien, in the absence of a contract to the contrary, over goods bailed to them as security for a general balance of account.[8] Banks do not rely on the implied lien alone. A letter of lien over a fixed deposit or other deposit, with an express right of set-off and an authority to encash on default, removes doubt about whether a deposit is a debt owed by the bank rather than goods bailed to it. Where the deposit belongs to a third party, that party must sign the letter of lien.
Sale before suit
Section 12 of the Artha Rin Adalat Ain requires a financial institution holding pledged or liened property with a right of sale to sell it and credit the proceeds before suing, and a lender holding a mortgage or hypothecation with a power of sale to sell, or try and fail to sell, before filing.[9] How that sale is run and what happens if it is skipped are covered in our Artha Rin Adalat guide. The documentation point is simpler: the power of sale must exist in writing before default, or section 12 has nothing to operate on.

Assignment of receivables and contract rights
Receivables under supply, export, rental or offtake contracts are often the borrower's most valuable asset. Under section 130 of the Transfer of Property Act, the transfer of an actionable claim must be made by an instrument in writing signed by the transferor; on execution, the transferee acquires the transferor's rights and may sue in its own name.[1] But any dealing by the debtor with the original creditor remains valid until the debtor receives express notice of the transfer.[1] An unnotified assignment therefore protects the lender against the borrower but not against a counterparty who keeps paying the borrower.
Three steps make an assignment work. Serve a written notice of assignment on each paying party, obtain a signed acknowledgment that redirects payment to a collection account controlled by the lender, and check the underlying contract for any prohibition on assignment or requirement of consent. For a company, an assignment by way of security of book debts is a charge on book debts and is registrable at the RJSC within 21 days.[6] Larger structures, including assignments of project contracts and direct agreements, are discussed in our guide to project finance in Bangladesh.
Personal and corporate guarantees
Guarantees sit alongside asset security in almost every facility. A contract of guarantee is a contract to perform the promise, or discharge the liability, of a third person in case of default, and may be oral or written.[8] The surety's liability is co-extensive with that of the principal debtor unless the contract provides otherwise.[8] In bank practice every guarantee is written, stamped and signed in front of a bank officer.
The 2026 uniform personal guarantee form
Since 4 January 2026, BRPD Circular No. 01 has required every scheduled bank to take personal guarantees on a single Bangladesh Bank form, in Bangla and English, with the Bangla text prevailing.[11] The circular applies to personal guarantees only; corporate guarantees remain on each bank's own form.[11] The form's seven-working-day payment obligation, order of recovery and consent mechanics are analysed in our bank loan laws guide and not repeated here. For documentation purposes, the point is that banks can no longer negotiate bespoke personal guarantee wording, so a guarantor's protection now lies in what it consents to later.
Corporate guarantees
A corporate guarantee from a parent or sister company needs three things: power in the guarantor's memorandum of association to give guarantees for the obligations of others, a board resolution authorising the guarantee and its signatories, and a genuine corporate benefit to the guarantor. Where the guarantor also gives security over its own assets, those charges are registrable under section 159 within the same 21 days as any other company charge.[6] Group guarantees also bring the guarantor within the defaulter regime, explained in our guide to loan defaulters in Bangladesh, so borrowers should count the cost before offering one.
How guarantors are discharged
The Contract Act protects sureties in ways the documents cannot entirely remove. A continuing guarantee may be revoked by notice as to future transactions, and the surety's death revokes it as to future transactions unless the contract provides otherwise.[8] A composition, promise to give time or agreement not to sue the principal debtor discharges the surety unless it assents, and a creditor who loses or parts with a security held when the guarantee was given, without the surety's consent, discharges the surety to the extent of that security's value.[8] A surety who pays is subrogated to all the creditor's rights against the principal debtor.[8] Lenders should therefore collect written guarantor consents for every rescheduling, release or substitution of security.
RJSC charge registration within 21 days
For corporate borrowers, the most unforgiving step in loan security documentation Bangladesh law imposes is filing at the RJSC. Section 159 of the Companies Act 1994 lists the charges that must be registered: a charge securing debentures, a charge on uncalled share capital, a charge on immovable property wherever situated, a charge on book debts, a charge on movable property other than stock-in-trade, and a floating charge on the undertaking or property.[6]
The rule and the consequence
The prescribed particulars, with the instrument creating the charge or a certified copy, must be filed with the Registrar within 21 days after the date of creation. If they are not, the charge is void against the liquidator and any creditor, so far as it confers security on the company's property, although the debt itself survives and becomes immediately payable.[6] Where a charge over property in Bangladesh is created outside the country, the period runs from the date the instrument could, with due diligence, have reached Bangladesh by post.[6] Registration gives notice of the charge to anyone who later acquires the property or an interest in it.[6]
Who files, and what to file later
The duty to file is the company's, but any person interested in the charge may file and recover the fee from the company, so a careful lender files itself.[7] Variations in the terms or extent of a registered charge must also be reported.[7]
A company that acquires property already subject to a registrable charge must file its particulars within 21 days of completing the acquisition.[7] When the debt is repaid, the company must notify satisfaction within 21 days, and the Registrar gives the chargeholder up to 14 days to show cause before recording a memorandum of satisfaction.[7] Failure to file carries fines of up to Tk 1,000 a day for the company and responsible officers, but the fine is the least of the consequences.[7]
Late filing
Section 171 lets the court extend the time for registration, or rectify an omission or misstatement, where the failure was accidental, inadvertent or due to other sufficient cause and does not prejudice creditors or shareholders, or where it is otherwise just and equitable; any extension is without prejudice to rights acquired before actual registration.[7] Extension is discretionary and slow. Our guide to winding up a company in Bangladesh explains why an unregistered charge is worthless in liquidation.
The movable collateral registry
The Secured Transactions (Movable Property) Act 2023, Act No. 49 of 2023, came into force on 1 August 2024. It provides for perfection of security interests in movables by possession or control or by registering a financing statement in an electronic registry, with priority generally following the order of registration.[12] It operates in addition to other laws, and company charges registered under section 159 are to be shared through an interoperable system and treated as registered under the new Act.[12] We could not confirm that the electronic registry is fully operational, so for corporate borrowers the RJSC filing remains mandatory and decisive; for non-company borrowers, check whether a financing statement can now be registered.

The power of attorney to sell under the Artha Rin Adalat Ain
Section 12(3) of the Artha Rin Adalat Ain refers to mortgaged or hypothecated property where the power of sale was given to the financial institution at the time of the mortgage or hypothecation.[9] The power usually comes from two documents: the express power of sale in the mortgage deed, and an irrevocable power of attorney from the owner authorising the bank to sell, sign the sale deed, present it for registration and deliver possession. If the borrower will not give up possession, section 12(5A) lets the institution apply to the District Magistrate, and a sale made under the section gives the buyer good title, leaving the borrower a claim for compensation for any irregularity.[9]
Registration under the Power of Attorney Act 2012
The Power of Attorney Act 2012 defines an irrevocable power of attorney to include one given for the sale of immovable property, for executing a sale agreement, or for mortgaging immovable property against a loan.[10] Registration of an irrevocable power of attorney is mandatory, the instrument must state the purpose and the attorney's powers clearly, and photographs and national identity documents of the parties must be attached.[10] A power of attorney executed abroad must be authenticated and stamped.[10] An unregistered irrevocable power of attorney gives the lender no reliable authority to convey title.
Revocation and termination risks
An irrevocable power of attorney may be cancelled on 30 days' notice by registered post where its purpose or condition is frustrated or a party faces loss, with a copy sent to the sub-registry, and it ends when its purpose is achieved or the subject matter ceases to exist.[10] Loan security documentation Bangladesh lenders use should record that the power is given for a loan secured on the property and tie its life to full repayment. Borrowers should insist that it is cancelled, and the sub-registry notified, on repayment.
Perfection checklist for loan security documentation in Bangladesh
The table below summarises, for each common instrument, the legal basis, the perfection step and the failure we see most often. On a phone, scroll it sideways.
| Security | Legal basis | Perfection step | Deadline | Common failure |
|---|---|---|---|---|
| Registered mortgage of land | Transfer of Property Act s 59; Registration Act ss 17, 49 | Registered deed, two attesting witnesses; RJSC filing if mortgagor is a company | Present within 3 months; RJSC within 21 days | Late presentation or no express power of sale |
| Deposit of title deeds to a bank | TPA s 58(f) and s 59 first proviso (2004) | Registered memorandum plus delivery of original deeds | Present within 3 months; RJSC within 21 days | Unregistered memorandum; higher item 6 stamp duty |
| Hypothecation of plant and machinery | Contract; Companies Act s 159 | Deed with asset schedule; RJSC filing as charge on movables | 21 days from creation | Assets not scheduled; no insurance assignment |
| Hypothecation of stock and book debts | Companies Act s 159 (floating charge, book debts) | Floating charge and book-debt charge filed at RJSC | 21 days from creation | Filed only as a charge on movables |
| Pledge of goods or shares | Contract Act ss 172, 176 | Delivery of goods or share certificates with blank transfers | On delivery | No actual delivery; articles block transfer |
| Lien over deposits | Contract Act s 171; letter of lien | Signed letter of lien and set-off, noted on the account | At closing | Third-party depositor did not sign |
| Assignment of receivables | TPA s 130; Companies Act s 159 (book debts) | Written assignment, notice to debtor, acknowledgment, RJSC filing | Notice before first payment; RJSC 21 days | No notice served; contract bars assignment |
| Personal guarantee | Contract Act ss 126 to 141; BRPD Circular 01 of 2026 | Bangladesh Bank uniform form, stamped and signed | At closing | Later variation without guarantor consent |
| Corporate guarantee | Contract Act; company constitution | Board resolution, power in memorandum, stamped guarantee | At closing | No guaranteeing power or corporate benefit |
| Irrevocable power of attorney to sell | Power of Attorney Act 2012 ss 2, 6; Artha Rin Adalat Ain s 12 | Registered instrument with photographs and NID | Register with the mortgage | Unregistered or vague powers |
The sequence that follows is the closing discipline we apply to loan security documentation Bangladesh lenders and borrowers sign, whether we act for the bank, the borrower or a third-party owner.
Map the assets
List every asset offered as security, its owner and its type, and match each to a mortgage, hypothecation, pledge, lien or assignment.
Verify title and authority
Search land title and encumbrances, check the memorandum and articles, and obtain board resolutions from the borrower and every corporate guarantor.
Price the stamp duty
Apply the current Stamp Act schedule to each instrument and structure land security as a mortgage deed rather than a memorandum of deposit.
Execute and register
Sign the mortgage deed and irrevocable power of attorney, and present both at the sub-registry well within three months.
File at the RJSC
File particulars of every registrable company charge, with the instrument, within 21 days of creation, and keep the filing evidence.
Serve notices
Notify paying counterparties of assignments, collect acknowledgments and lodge notice of lien with the deposit-holding branch.
Keep consents current
Obtain written guarantor and mortgagor consent for every renewal, rescheduling, release or substitution of security.
Release on repayment
Return title deeds, register a reconveyance or release, cancel the power of attorney and file satisfaction at the RJSC within 21 days.
Mistakes lenders and borrowers make
- Relying on a deposit of deeds alone: for a bank or financial institution the memorandum must be registered, and it usually costs more stamp duty than a mortgage deed.[2] [4]
- Missing the three-month window: a mortgage deed presented after the Registration Act deadline may never be registered.[3]
- Counting 21 days from drawdown: the RJSC clock runs from creation of the charge, so a deed signed early starts the clock early.[6]
- Treating stock as fixed security: stock-in-trade falls outside the movables limb of section 159 and needs a floating charge.[6]
- Assigning without notice: the counterparty can keep paying the borrower until it receives express notice.[1]
- Releasing security without guarantor consent: the surety is discharged to the value of the security lost.[8]
- Leaving the power of attorney unregistered: an irrevocable power of attorney must be registered to be relied on.[10]
- Borrowers forgetting the release: on repayment, collect the title deeds, a registered reconveyance or release, cancellation of the power of attorney and an RJSC memorandum of satisfaction.[1] [7]
Where security disputes are decided
Recovery suits by banks and financial institutions, including mortgage suits, belong to the Artha Rin Adalat. Disputes between other commercial parties over security, guarantees or loan documents may fall within the Commercial Courts Act 2026, Act No. 23 of 2026, which defines commercial disputes to include ordinary transactions of bankers, financial institutions and merchants, while excluding matters within the Artha Rin Adalat's jurisdiction.[13] A lender that is not a financial institution, such as a supplier or a parent company, should check which forum will hear its loan security documentation Bangladesh disputes before drafting the jurisdiction clause.
Before any land is mortgaged, the title must be checked: khatians, mutation, chain of deeds, encumbrances and possession. Our guide to land ownership verification and due diligence sets out the searches. A perfect mortgage over a defective title is still a defective security.
Working with a security documentation lawyer
Banks have in-house documentation teams, but complex or high-value loan security documentation Bangladesh files benefit from outside counsel on both sides. For lenders, the value lies in title diligence, a security matrix that maps each asset to an instrument and a filing, independent checks on the corporate approvals and a closing memorandum evidencing every registration. For borrowers, sponsors and third-party mortgagors, it lies in limiting the secured amount, the assets and the guarantees to what the facility actually needs, and in securing clean releases.
TRW's banking and finance practice prepares and reviews loan security documentation Bangladesh lenders and borrowers rely on, from single-asset mortgages to syndicated security packages, and our banking and finance litigation team enforces and defends them. Where a borrower is in distress, our restructuring and insolvency practice reviews which securities will survive a winding up. To review a facility before signing, or a security package before enforcing it, contact TRW.
Frequently asked questions
Does a mortgage to a bank in Bangladesh have to be registered?
Yes. A mortgage securing Tk 100 or more must be by registered instrument, and since 2004 a mortgage by deposit of title deeds in favour of the Government, a scheduled bank or a financial institution must also be registered, except under the tripartite flat-purchase structure added in 2006.[2]
What is the difference between a registered mortgage and an equitable mortgage?
How much stamp duty is payable on a bank mortgage deed?
Under item 39(2) of the Stamp Act schedule, Tk 2,000 for loans up to Tk 50 lakh, Tk 5,000 up to Tk 1 crore, and above that Tk 5,000 plus 0.1 per cent of the excess, subject to the schedule's ceiling. Confirm the current schedule on the signing date.[4]
Within what time must a mortgage deed be registered?
It must generally be presented within three months of execution under section 23 of the Registration Act 1908, subject to limited extensions.[3]
What happens if a company charge is not registered with the RJSC?
Is hypothecation of stock registrable at the RJSC?
Stock-in-trade is excluded from the movable property limb of section 159, so lenders take a floating charge over stock, which is registrable as a floating charge. Plant, machinery and book debts are registrable categories in their own right.[6]
What is the difference between a pledge and a lien?
A pledge is a bailment of goods as security, which requires delivery and lets the pawnee sell on reasonable notice. A banker's lien is a right to retain goods bailed to the bank for a general balance; for deposits, banks take an express letter of lien and set-off.[8]
Must a power of attorney to sell mortgaged property be registered?
Yes. The Power of Attorney Act 2012 treats a power given for selling or mortgaging immovable property against a loan as irrevocable, and registration of an irrevocable power of attorney is mandatory.[10]
Do banks use a standard personal guarantee form?
Yes. Since 4 January 2026 every scheduled bank must use Bangladesh Bank's uniform personal guarantee form, with the Bangla text prevailing. Corporate guarantees are not covered by the circular.[11]
Is an assignment of receivables valid without notice to the debtor?
It is effective between assignor and assignee once the written instrument is executed, but the debtor's payments to the original creditor remain valid until it receives express notice. Always serve notice and obtain an acknowledgment.[1]
Source register
Primary legal and regulatory sources
Materials checked on 20 October 2026. Confirm the current official text before relying on any provision.
- Transfer of Property Act 1882 (Act No. IV of 1882), sections 58, 69 and 130 — Laws of Bangladesh
- Transfer of Property Act 1882, section 59, with provisos inserted by Act No. XXVI of 2004 and Act No. XXXVI of 2006 — Laws of Bangladesh
- Registration Act 1908 (Act No. XVI of 1908), sections 17, 23, 48 and 49 — Laws of Bangladesh
- Finance Act 2022, Chapter II: Schedule I to the Stamp Act 1899 substituted (items 6, 31, 39, 47 and 53) — Laws of Bangladesh
- Land Registration BD, updated 30 August 2026 — Registration costs of a mortgage deed in favour of a bank or financial institution (Bangla)
- Companies Act 1994 (Act No. XVIII of 1994), section 159: unregistered mortgages and charges void — Laws of Bangladesh
- Companies Act 1994, sections 160, 167, 171, 172 and 173 (registration, rectification, satisfaction and penalties) — Laws of Bangladesh
- Contract Act 1872 (Act No. IX of 1872), sections 126 to 141, 171, 172, 176 and 177 — Laws of Bangladesh
- Artha Rin Adalat Ain 2003 (Act No. 8 of 2003), section 12 — Laws of Bangladesh
- Power of Attorney Act 2012 (Act No. 35 of 2012), sections 2, 4, 6 and 11 — Laws of Bangladesh
- Bangladesh Bank — BRPD Circular No. 01, 4 January 2026: uniform Personal Guarantee Form
- Secured Transactions (Movable Property) Act 2023 (Act No. 49 of 2023), in force 1 August 2024 — Laws of Bangladesh
- Commercial Courts Act 2026 (Act No. 23 of 2026), section 2 — Laws of Bangladesh
- ACNABIN (Baker Tilly), July 2025 — Important Changes Introduced by the Finance Ordinance 2025
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