Cross-Border Acquisition in Bangladesh 2026: Foreign Buyers, Approvals and Outbound Deals

Cross-border acquisition Bangladesh rules in 2026: inbound and outbound

A cross-border acquisition Bangladesh regulators will clear is decided long before the share purchase agreement is signed. It is decided by the price the authorised dealer bank will accept under Bangladesh Bank's 2026 master circular, by whether the seller's gain is taxed in Dhaka even when the shares that change hands sit in Singapore or Mauritius, and by which licensing authority has to consent to a new owner. Foreign buyers who treat these points as closing formalities lose months; those who build them into the term sheet close on time and repatriate on exit.

This guide covers both directions of travel. For inbound deals it explains how FEID Circular No. 01 of 8 March 2026 prices share transfers involving non-residents, how consideration comes in and sale proceeds go out, how the Income Tax Act 2023 reaches offshore indirect transfers, and where competition and sectoral approvals bite. For outbound deals it sets out the Bangladesh Bank permission regime for Bangladeshi companies investing abroad, the treaty network and the South Asian rules that shape regional transactions. Deal mechanics, due diligence and court-sanctioned mergers are covered in our companion guides, linked throughout.

Summary: A foreign buyer can acquire most Bangladeshi companies without prior Bangladesh Bank approval, provided the shares change hands at a fair value supported by the valuation the 2026 master circular requires. Tax follows the value: a 15% charge applies to gains on Bangladeshi shares, and section 27 of the Income Tax Act 2023 extends the net to offshore holding companies that derive their value from Bangladesh. Outbound acquisitions by Bangladeshi companies still need case-by-case Bangladesh Bank approval, except for a small start-up allowance.

Key point: Under FEID Circular No. 01 of 8 March 2026, a resident can sell unlisted shares to a non-resident through an authorised dealer bank without Bangladesh Bank's prior approval, but only at fair value, with an independent valuation once the deal value exceeds BDT 10 million and completion within 45 days of the dated MoU. The price agreed on entry also frames what can be repatriated on exit.

At a glance

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Table of Contents

What a cross-border acquisition Bangladesh law recognises

Bangladeshi law has no single cross-border M&A statute. A deal becomes cross-border because one side is a non-resident, because the consideration crosses the border, or because the asset being sold sits offshore but draws its value from Bangladesh. Each feature triggers a different body of rules: the Foreign Exchange Regulation Act 1947 and Bangladesh Bank's circulars, the Income Tax Act 2023, the Competition Act 2012, sector licensing laws and, for listed targets, securities regulation. The Companies Act 1994 then governs the mechanics of transfer and registration, which our guide to share transfer in Bangladesh explains.

In practice we see four transaction types, and identifying the right one at the outset determines the approvals list, the tax analysis and the timetable.

Inbound direct acquisitions

A foreign buyer acquires shares in a Bangladeshi private or unlisted public company from resident or non-resident sellers, or subscribes for new shares. This is the deal that FEID Circular No. 01 of 2026 regulates most closely, and the one most foreign investors encounter first.[1]

Inbound indirect acquisitions

The buyer acquires a holding company incorporated outside Bangladesh that owns the Bangladeshi operating company. No Bangladeshi share changes hands, so the foreign exchange approvals for local share transfers are not engaged, but section 27 of the Income Tax Act 2023 and the Offshore Indirect Transfer Rules 2022 can still tax the seller's gain in Bangladesh.[7] [8]

Outbound acquisitions

A Bangladeshi company buys shares in, or establishes, a business abroad. This is a capital account transaction that requires Bangladesh Bank's permission, subject to narrow general permissions.[4] [5]

Regional and group restructurings

Multinational groups regularly reorganise their South Asian holdings, merging local subsidiaries, moving them under a regional holding company or exiting one market while entering another. These deals combine all three sets of rules, and often a court-sanctioned scheme under the Companies Act, which our guide to the merger procedure in Bangladesh covers.

The inbound regulatory map for foreign buyers

Bangladesh is open to foreign ownership in most sectors. Foreign and private investment is prohibited in only a short list, including arms and defence equipment, nuclear energy and currency printing and minting, while banking, insurance, merchant banking and brokerage, aviation, broadcasting and logistics require licences, and foreign ownership of logistics businesses is capped at 40%.[11] Regulators have not established any national security review of acquisitions.[12]

Since 23 August 2026 the national investment authority has been Invest Bangladesh, formed under the Invest Bangladesh Act 2026 by combining BIDA, the Bangladesh Economic Zones Authority and the Public-Private Partnership Authority, with a single digital platform for licences and approvals.[14] Where the target is registered with the investment or zone authority, the change in its shareholding should be reflected in that registration. Our note on the Invest Bangladesh Act 2026 explains the new framework.

The authorities that most often act on an inbound cross-border acquisition Bangladesh buyers undertake are set out below.

The order in which these approvals are sought matters. Sector consents and lender waivers are typically conditions precedent; the bank-level foreign exchange review sits at completion, because it is tied to the dated MoU, the valuation and the inward remittance. Competition analysis should happen before signing, even though the Competition Act does not yet prescribe a filing procedure.

Pricing a cross-border acquisition Bangladesh Bank will accept

The most consequential change for foreign buyers in 2026 is FEID Circular No. 01 of 8 March 2026, a master circular on the transfer of shares, and repatriation of sale proceeds, involving non-residents in private and public companies not listed on a stock exchange. It consolidates and repeals the earlier instructions in the Guidelines for Foreign Exchange Transactions 2018 and later circulars, and moves most decisions from Bangladesh Bank to the authorised dealer bank.[1] Our guide to the acquisition process in Bangladesh walks through the closing sequence; this section focuses on what the circular means for price.

Entry: resident to non-resident

A resident may transfer shares to a non-resident, and one non-resident to another, without Bangladesh Bank's prior approval, provided the transfer is at fair value. If the deal value does not exceed BDT 10 million, buyer and seller sign a joint statement justifying the price; above that, a valuation report is required. The resident seller lodges the valuation report, the MoU and Form C for encashment of the inward remittance with its bank.[1]

Exit: non-resident to resident

The exit rules are where pricing discipline pays off. A bank may repatriate the proceeds of a sale by a non-resident to a resident without Bangladesh Bank's approval, whatever the amount, if the deal value does not exceed net asset value on the latest audited accounts. It may also do so where the deal value does not exceed BDT 10 million, supported by a joint statement, or BDT 1 billion, supported by an independent fair valuation. Anything outside those categories goes to Bangladesh Bank for approval with a valuation report.[1]

The three valuation methods

Bangladesh Bank accepts fair value derived from the net asset value, market and discounted cash flow approaches, either as a weighted average of all three or by a single method suited to the company on justified grounds.[1] The choice is not neutral. A net asset valuation cannot rely on accounts containing revalued assets, intangibles or expenses shown as assets, unless strict revaluation conditions are met, and abnormal asset growth above 10% of the industry average in any of the last three years draws scrutiny.[1] Market multiples must be drawn from listed Bangladeshi peers or, failing that, the overall market, with outliers beyond 2.5 standard deviations discarded.[1]

Who values and who decides

Valuation reports must be prepared by a merchant banker licensed by the Bangladesh Securities and Exchange Commission or by chartered accountants listed with Bangladesh Bank or the Commission for auditing banks, financial institutions and listed companies. The valuer must be independent of the target, its directors and auditors, and remains liable for errors even after the report is accepted.[1] Inside the bank, a committee headed by the chief financial officer decides the smaller cases and one headed by the chief executive decides exits up to BDT 1 billion, and both Bangladesh Bank and the bank may reassess an overvaluation.[1]

Timing rules that constrain the deal

Three timing rules shape the transaction documents. The latest audited accounts relied on must be no more than six months older than the dated MoU, failing which interim audited accounts are needed. The transfer must be completed within 45 days of the MoU or of Bangladesh Bank's approval, whichever is later. And the transfer value should be consistent with any issue of shares in the previous year.[1] A deal that signs in one financial year and closes in the next can fall foul of all three.

Funding, NITA accounts and repatriating sale proceeds

A cross-border acquisition Bangladesh banks process is also a payments exercise. Every taka of consideration must be traceable to a remittance through the banking channel, because the same records support the exit years later.

Bringing the consideration in

Where the buyer subscribes for new shares, the foreign exchange must arrive from abroad through the banking channel before the shares are issued, the bank must confirm the remittance is for equity investment, and the encashment certificate must carry the Foreign Exchange Transaction Reporting ID. Banks themselves scrutinise and report issues up to BDT 1 million, while shares issued against imported capital machinery go to Bangladesh Bank.[2] Share swaps are not within the general permission for inbound issues; Bangladesh Bank considers swap-based structures case by case.[4]

Where NITA accounts fit

Non-Resident Investor's Taka Accounts are the channel for portfolio investment by foreigners and non-resident Bangladeshis in shares and securities listed on Bangladeshi stock exchanges, and since 2020 for units of BSEC-approved open-end mutual funds.[3] They are not the usual route for a private acquisition of an unlisted company, which runs through the inward remittance and encashment process above. The master circular does, however, allow the net sale proceeds of unlisted shares to be credited to the seller's foreign currency account, from which they may be remitted abroad or reinvested in equity or in listed securities.[1]

Taking the proceeds out

Fair value of the sale proceeds is remittable abroad. Where no discrepancy is found the bank should repatriate within five working days, and where Bangladesh Bank's approval is needed the bank must forward the application within three working days. Sale proceeds may be held in escrow, but only with Bangladesh Bank's prior permission.[1] A foreign investor may transfer shares equivalent to the value of foreign funds received by the company or transferor, calculated in taka at the exchange rate on the date of receipt.[1]

Tax and stamp duty paid from abroad

A non-resident seller must pay its gains tax and any stamp duty with funds brought in through the banking channel, and no part may be paid by the target company.[1] Remittances on a capital reduction are also subject to fair value, which must appear in the redemption plan placed before the court.[1] For dividends and other recurring remittances, see our guide to capital repatriation in Bangladesh; for the wider regime, our guide to foreign exchange regulations in Bangladesh.

Drafting the price mechanism around the foreign exchange rules

International buyers arrive with familiar price tools: completion accounts, locked-box pricing, earn-outs, deferred consideration and escrow. Each works in Bangladesh, but each has to be reconciled with a regime that tests a single transfer value at a single point in time.

Locked box or completion accounts

A locked-box price fixed on recent audited accounts fits the circular well, because the bank will test fair value against the audited accounts and the MoU date. Completion accounts that adjust the price after closing are harder: any upward adjustment is a second payment the bank must be satisfied is still within fair value, and a downward adjustment flowing back to a foreign buyer is an outward remittance that needs its own justification. Where completion accounts are unavoidable, cap the adjustment and document the methodology in the MoU.

Earn-outs and deferred consideration

Contingent consideration paid by a foreign buyer to resident sellers is generally manageable on entry, provided the aggregate stays within the valued fair value. On exit, an earn-out payable by a resident buyer to a foreign seller is an outward remittance of sale proceeds, so the valuation should support the maximum amount, not the base price. Otherwise the foreign seller risks receiving an earn-out it cannot take home.

Escrow, holdbacks and warranty claims

Because escrow of sale proceeds requires Bangladesh Bank's prior permission, holdbacks against warranty claims are often better placed offshore where the buyer is foreign, or covered by warranty and indemnity insurance. When the buyer is resident and the seller foreign, raise the escrow request with the bank early, because it changes the repatriation timetable.

Valuation as a negotiating point

The valuation report is not merely a compliance document. A foreign seller planning an exit should know which method the valuer will favour and should keep the target's accounts clean of revaluations and intangibles that a net asset approach will strip out. A buyer, conversely, can use the valuer's analysis to resist a price that the bank may later refuse to treat as fair.

Step by step: running an inbound cross-border acquisition

The sequence below is the one we follow when a foreign buyer acquires an unlisted Bangladeshi company by share purchase. It front-loads the points that most often delay completion: valuation, the dated MoU and the tax payable by a non-resident seller.

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Where the seller is offshore and the deal is an indirect acquisition, steps three to six give way to the offshore transfer analysis in the next section, but the cooperation covenants for the local subsidiary remain essential.

Offshore holding structures and indirect transfers

Many foreign groups hold Bangladeshi subsidiaries through intermediate companies in Singapore, Hong Kong, Mauritius, the Netherlands or the United Arab Emirates. Selling the intermediate company avoids the Bangladeshi share transfer formalities, but it does not avoid Bangladeshi tax.

Section 27 of the Income Tax Act 2023

Under section 27 of the Income Tax Act 2023, the transfer of a share in a company that is not resident in Bangladesh is deemed to be the transfer of an asset situated in Bangladesh to the extent the value of the share is directly or indirectly attributable to assets in Bangladesh. The tax officer may compute the attributable income as he thinks fit if the transferor fails to provide the information the prescribed formula requires.[7] The Income Tax Act 2023 also deems shares of any Bangladeshi resident company to be property in Bangladesh.[7]

The Offshore Indirect Transfer Rules 2022

The National Board of Revenue's Offshore Indirect Transfer Rules 2022, issued as SRO 156 on 1 June 2022, supply the formula and the compliance steps, and continue to be applied under the 2023 Act.[7] [8] The taxable income is the gain on the offshore share multiplied by the ratio of the fair market value of Bangladeshi assets to the fair market value of all assets of the foreign company on the specified date.[8]

The de minimis threshold

An offshore share is treated as deriving its value from Bangladesh only if, on the specified date, the value of the Bangladeshi assets exceeds Tk 15 crore and represents at least 50% of the value of all assets owned by the foreign company that directly holds the Bangladeshi shares.[8] A regional holding company with substantial operations in several countries may therefore fall outside the rules, while a single-purpose holding vehicle for a Bangladeshi business will usually fall inside them.

Exemptions and anti-avoidance

Small holders are excluded: no income is deemed to arise where the transferor, with its associated enterprises, has neither management or control rights nor more than 5% of the voting power or share capital. Redemptions of shares and other securities outside Bangladesh by foreign investment funds, including private equity and venture capital funds, are also excluded. Arrangements designed to avoid the tax may be disregarded by the tax officer.[8]

Filing obligations for seller and target

The transferor must file a return with Form OIT-1, signed by an accountant, showing the apportionment. The Bangladeshi company must file Form OIT-2 within 90 days of the transfer and keep records of the holding structure before and after, the transfer agreement, two years of financial statements and the valuation reports, for six years after the relevant assessment year.[7] [8] The local subsidiary therefore carries real compliance risk in a deal to which it is not a party, and buyers should require the seller's cooperation in the purchase agreement.

Offshore amalgamations

The Income Tax Act 2023 exempts transfers of capital assets in a qualifying amalgamation, and the definition extends to a foreign amalgamating company directly or indirectly holding shares in a Bangladeshi entity; consideration other than shares remains taxable. A parallel regime applies to demergers.[7] Group reorganisations that merge offshore holding companies should be tested against these conditions before they are implemented. Our guide to holding and subsidiary companies in Bangladesh covers group structuring from the local side.

Tax on direct share transfers and treaty relief

For a direct sale of Bangladeshi shares, income from the transfer is deemed to accrue or arise in Bangladesh and capital gains are taxed at 15%; where the gain accrues to a non-resident, the transfer cannot be effected until the tax has been paid.[9] The non-resident withholding table under the Income Tax Act 2023 also lists capital gains at 15%, and the relevant regulatory authority asks for the applicable tax on the gain before it records the transfer.[7] Our guide to withholding tax in Bangladesh explains collection at source more generally.

The treaty network

The National Board of Revenue lists 43 double taxation avoidance agreements, including treaties with China, Hong Kong, India, Japan, Malaysia, Mauritius, the Netherlands, Singapore, South Korea, the United Arab Emirates, the United Kingdom and the United States, and with South Asian neighbours Bhutan, the Maldives, Nepal, Pakistan and Sri Lanka.[10] Whether a treaty reduces Bangladeshi tax on a share gain depends on its capital gains article, so each treaty must be read on its own terms rather than assumed to follow a model.

Claiming treaty relief

Treaty relief is not automatic. Where a reduced or nil rate is claimed under a treaty, a certificate must be obtained from the National Board of Revenue, which is required to issue it within 30 days of receiving the complete documents.[7] [11] Build that period into the completion timetable, because the bank and the registrar will not process a non-resident's transfer on an unproven treaty claim. Our double tax treaty planning practice advises on structuring and certificates.

Dividends after the acquisition

Post-acquisition returns are taxed separately. A Bangladeshi company paying a dividend to a non-resident company withholds tax at 20%, subject to treaty reduction.[7] [11] Model the dividend leakage alongside the exit tax when comparing a direct holding with an offshore holding company.

Competition and sectoral approvals for a cross-border acquisition Bangladesh deal

Merger control under the Competition Act 2012

Section 21 of the Competition Act 2012 prohibits combinations that adversely affect competition, but the Act does not set out an approval procedure or notification thresholds. The Bangladesh Competition (Combination) Regulation was reported to be in its final drafting stage, with timing uncertain, partly because of the February 2026 election.[11] The Commission can issue interim orders for up to 60 days.[11] Until regulations are in force, buyers with significant combined market shares should assess the competition risk and consider engagement with the Commission before closing. Our guide to competition law in Bangladesh covers the Commission's wider powers.

Sector regulators

Licensed businesses bring their own consents. Banking and insurance require government licensing, and licence conditions in regulated sectors typically restrict changes in ownership without the regulator's consent.[11] Telecoms shows how this works in practice: in the Robi and Airtel amalgamation, reported as Robi Axiata Limited v Registrar, Joint Stock Companies and Firms, 22 BLC (2017) 337, the court directed the merged entity to comply with conditions set by the telecoms regulator and the ministry.[12] Licence documents should be reviewed in due diligence for change-of-control clauses; our guide to M&A due diligence in Bangladesh lists the records to request.

Listed targets

Additional requirements apply to acquiring shares in a listed company, which BSEC regulates.[11] The disclosure and mandatory offer rules are explained in our guide to substantial acquisition of shares in Bangladesh. Note that FEID Circular No. 01 of 2026 applies only to companies not listed on a stock exchange; listed securities run through the portfolio investment channel.[1] [3]

Outbound investment by Bangladeshi companies

An outbound cross-border acquisition Bangladesh companies undertake is the mirror image of the inbound regime, and considerably tighter. Bangladesh Bank's prior approval is required, and each investment generally needs its own approval.[6]

The 2022 equity investment abroad rules

The Capital Account Transaction (Equity Investment Abroad) Rules 2022, made in January 2022 under the Foreign Exchange Regulation Act 1947, allow exporters with adequate export retention quota balances to invest abroad. Applications pass through an authorised dealer bank to Bangladesh Bank and are decided by a selection committee chaired by the Bangladesh Bank governor. The investment limit was reported by reference to 20% of average annual export earnings over five years or 25% of net assets in the latest audited accounts.[5] An applicant should therefore expect to show export earnings, audited accounts, a feasibility case and the potential to earn foreign exchange for Bangladesh.

The start-up general permission

FEID Circular No. 02 of 27 March 2025 grants general permission, under section 5(1)(e) of the Foreign Exchange Regulation Act 1947, to remit up to USD 10,000 to establish one legal entity abroad supporting a Bangladeshi start-up. The resident enterprise must have operated for less than ten years, fund the remittance from internal sources rather than bank borrowing, and file annual reports and audited accounts of the overseas entity with Bangladesh Bank. Unused funds must be repatriated, and any change in the overseas entity's ownership must be reported.[4]

Acquiring abroad with shares

The same circular opened a route for share-for-share acquisitions: Bangladesh Bank will consider requests from resident companies to acquire shares abroad by exchanging their own shares or securities, rather than paying cash, where the swap ratio is determined in accordance with global best practice.[4] For a Bangladeshi group with a strong balance sheet but limited foreign exchange headroom, a swap can be the only practical way to buy a foreign business.

The 2026 policy debate

The outbound regime remains under pressure. Commentary in August 2026 described the system as resting on Bangladesh Bank guidelines and the 2022 rules, with caps, strict eligibility and lengthy pre-approval, and argued for an automatic route for compliant firms ahead of graduation from least developed country status.[6] No such automatic route has been adopted, so outbound acquirers should plan for a full approval process and build it into the long-stop date.

Cross-border M&A across South Asia

Regional deals add a second regulator on the other side of the border, and in South Asia that regulator may be stricter than Bangladesh Bank.

Bangladeshi investors in India

India's Press Note 3 (2020 Series), issued on 17 April 2020, requires prior Government of India approval for investment from any country that shares a land border with India, or where the beneficial owner is situated in or is a citizen of such a country, and catches indirect transfers that bring a beneficial owner into that category. Investment from Bangladesh and Pakistan was already confined to the government route before Press Note 3.[13] Clarifications announced on 10 March 2026 adopt the Prevention of Money Laundering Act definition of beneficial owner and allow non-controlling beneficial ownership of up to 10% from land-border countries under the automatic route, subject to sectoral conditions.[13]

Indian, Pakistani and Sri Lankan buyers in Bangladesh

Inbound, Bangladesh applies the same rules to regional buyers as to any other non-resident. The practical differences are tax and structure: Bangladesh has treaties with India, Pakistan, Sri Lanka, Nepal, Bhutan and the Maldives, so the choice of acquiring entity can change the tax outcome on dividends and on exit.[10] Where a regional group holds its Bangladeshi business through a third-country holding company, the offshore indirect transfer rules apply on a later sale of that holding company if the thresholds are met.[8]

Running a multi-country deal

For a transaction spanning Bangladesh and its neighbours, map each jurisdiction's approval on a single timetable. The Bangladeshi foreign exchange review is completion-driven and relatively quick once the valuation is in hand; an Indian government-route approval or a competition filing elsewhere may take longer. Sequence signing and completion so that the 45-day window under the 2026 circular does not start running before the slowest foreign approval is in sight.[1]

Governing law, arbitration and enforcement

Bangladesh accepts foreign governing law and offshore dispute resolution in cross-border transactions, and foreign arbitral awards are directly enforceable as a party to the New York Convention, in contrast to foreign court judgments.[11] Arbitration clauses are therefore the natural choice in share purchase and shareholder agreements for inbound deals, with the seat, rules and language stated expressly.

Three points deserve attention. First, the transfer formalities, the register of members and the foreign exchange requirements are governed by Bangladeshi law whatever the contract says, so an English-law SPA still needs Bangladeshi-law conditions and completion mechanics. Second, urgent protection is easier to build into the documents than to obtain later, so security, escrow and step-in rights should be negotiated before signing. Third, plan enforcement at the drafting stage by identifying where the counterparty's assets sit. Our guide to foreign arbitral award enforcement in Bangladesh covers the process, and our international arbitration practice advises on clause design.

Cross-border acquisition Bangladesh routes compared

The table summarises which approvals and tax rules apply to each structure. On a phone, scroll it sideways.

The comparison shows why structure should be chosen with the exit in mind. A direct acquisition engages the bank-level fair value review on entry and on exit; an indirect acquisition avoids that review but carries offshore transfer tax and filing obligations for the local subsidiary; an outbound acquisition depends almost entirely on Bangladesh Bank's discretion.

Mistakes to avoid in a cross-border acquisition Bangladesh transaction

• Signing on stale accounts: relying on audited accounts more than six months older than the MoU forces an interim audit and delays completion.[1]
• Letting the 45-day window lapse: dating the MoU before sector or foreign approvals are in sight puts the transfer outside the completion period.[1]
• Ignoring the last issue price: a transfer value out of line with a share issue in the previous year invites questions from the bank.[1]
• Using the target to pay the seller's tax: the non-resident's gains tax and stamp duty must be paid with funds from abroad, never by the target.[1]
• Assuming an offshore sale is invisible: section 27 and the OIT Rules can tax the gain and impose a 90-day filing on the Bangladeshi subsidiary.[7]
• Claiming treaty relief late: without an NBR certificate, a reduced treaty rate will not be applied at completion.[7]
• Overlooking past foreign exchange defects: the bank must confirm that earlier share issues and transfers involving non-residents complied with the rules before it repatriates.[1]

Each of these is avoidable with an approvals and tax plan agreed at term-sheet stage. Our corporate transaction and due diligence practice runs that plan alongside the legal diligence, and our private equity practice advises funds on entry and exit structuring.

What to watch in late 2026

Four developments will shape cross-border M&A over the coming months. First, banks are still building the CFO- and CEO-led valuation committees the March 2026 circular requires, and practice on what counts as a justified single valuation method will settle as decisions accumulate.[1] Second, the Competition Commission's combination regulation, if finalised, would introduce a formal notification process.[11] Third, Invest Bangladesh's single digital platform is meant to bring licences and approvals online in one place.[14] Fourth, pressure for an automatic outbound route continues.[6]

For buyers and sellers, the lesson is consistent: decide the structure, the valuation method and the approvals sequence before the price is fixed. If you are planning a cross-border acquisition Bangladesh regulators will need to clear, inbound or outbound, contact TRW to discuss the transaction.

Frequently asked questions

Does a foreign buyer need Bangladesh Bank approval to buy shares in a Bangladeshi company?

Not usually for an unlisted company. Under FEID Circular No. 01 of 8 March 2026, a resident can transfer shares to a non-resident through an authorised dealer bank without prior approval, provided the price is at fair value and supported by a valuation report where the deal value exceeds BDT 10 million.[1]

Which valuation methods does Bangladesh Bank accept for share transfers?

The net asset value, market and discounted cash flow approaches, either as a weighted average of all three or by a single suitable method on justified grounds, prepared by a BSEC-licensed merchant banker or an eligible listed chartered accountant.[1]

Can a foreign seller repatriate sale proceeds without Bangladesh Bank approval?

Yes, in three cases: where the price does not exceed net asset value on the latest audited accounts, where it does not exceed BDT 10 million, or where it does not exceed BDT 1 billion and is supported by an independent fair valuation. Other exits need Bangladesh Bank approval.[1]

How long does a share transfer to a non-resident take to complete?

The transfer must be completed within 45 days of the dated MoU or of Bangladesh Bank's approval, whichever is later, and the bank should repatriate exit proceeds within five working days where it finds no discrepancy.[1]

Is a NITA account needed to acquire a private company?

Generally no. Non-Resident Investor's Taka Accounts are used for portfolio investment in listed securities and approved open-end mutual funds. A private acquisition runs through inward remittance and encashment, and net sale proceeds can be credited to a foreign currency account.[1] [3]

Is the sale of an offshore holding company taxed in Bangladesh?

It can be. Section 27 of the Income Tax Act 2023 treats offshore shares as Bangladeshi assets to the extent their value comes from Bangladesh, and the Offshore Indirect Transfer Rules 2022 apply where Bangladeshi assets exceed Tk 15 crore and make up at least 50% of the holding company's assets.[7] [8]

What is the tax rate on capital gains from selling Bangladeshi shares?

Capital gains are taxed at 15%, and a non-resident's share transfer cannot be effected until the tax has been paid. A treaty may reduce the charge if an NBR certificate is obtained.[7] [9]

Is merger control filing mandatory in Bangladesh?

Section 21 of the Competition Act 2012 prohibits anti-competitive combinations, but no filing procedure or thresholds are yet in force; a combination regulation has been in final drafting.[11]

Can a Bangladeshi company acquire a business abroad?

Yes, with Bangladesh Bank approval under the 2022 equity investment abroad rules, which tie the limit to export earnings and net assets. Start-ups may remit up to USD 10,000 under a general permission, and share-swap acquisitions are considered case by case.[4] [5]

Do Bangladeshi investors need approval to invest in India?

Yes. Under India's Press Note 3 (2020 Series), investment from countries sharing a land border with India, including Bangladesh, needs Indian government approval, subject to the March 2026 clarification for non-controlling beneficial ownership up to 10%.[13]