Foreign Investment Law in Bangladesh 2026: Statutes, Sector Caps, Treaties and Repatriation

by Barrister Tahmidur Rahman | Oct 20, 2026 | Corporate & Commercial, Insights | 0 comments

TRW Insight / Bangladesh

Bangladesh is open to foreign capital by default, but protection, approvals, money flows and land each sit in a different instrument. After the Invest Bangladesh Act 2026, knowing which law answers which question decides how safely capital goes in and comes out.

Updated 20 October 2026Legal insightBangladesh23 min read

Foreign investment law Bangladesh investors rely on is not a single code. It is a stack of instruments that answer different questions: the Foreign Private Investment (Promotion and Protection) Act 1980 sets the state's guarantees, the Invest Bangladesh Act 2026 decides which authority registers, approves and incentivises a project, the Foreign Exchange Regulation Act 1947 and Bangladesh Bank's circulars control every taka that enters or leaves, sector policies cap ownership, and treaties add an international layer of protection and tax relief. Since 20 August 2026 the institutional layer has changed completely, while the protective and exchange-control layers have not.

This guide maps that framework for general counsel, investment committees and their advisers. It explains what each statute actually guarantees, how the 2026 Act interacts with the 1980 Act, which sectors are closed or capped, the entity and bank-account rules that make a later exit possible, the March 2026 share-transfer circular, zone regimes, bilateral investment treaties, double tax agreements, ICSID and investor-state options, and whether a foreigner can own land. Practical step-by-step entry, approvals, tax incentives and repatriation files are covered in companion TRW guides linked throughout.

Foreign investment law Bangladesh — Dhaka skyline representing the 2026 investment framework
Bangladesh's investment framework was reshaped in 2026

Summary: Foreign direct investment in Bangladesh generally needs no prior approval outside a short list of reserved and controlled sectors, and most activities can be 100 per cent foreign-owned. The 1980 Act guarantees fair and equitable treatment, compensation for expropriation and the transfer of capital and returns, but contains no investor-state dispute mechanism. The Invest Bangladesh Act 2026 merged BIDA, BEZA and the PPP Authority and governs registration, incentives and the single digital platform; BEPZA and the Hi-Tech Park Authority remain separate. Money moves only through authorised dealer banks under Bangladesh Bank rules, and 25 bilateral investment treaties are in force.

Key point: The Invest Bangladesh Act 2026 is an institutional statute, not a protection statute. It does not repeal the 1980 Act and does not itself set standards on national treatment, expropriation or transfer of capital. An investor's legal protection therefore still rests on the 1980 Act, the exchange-control rules and, where the holding structure qualifies, a bilateral investment treaty in force.

At a glance

01

Open by default

FDI generally needs no prior approval; only four reserved sectors are closed to private capital.

02

1980 guarantees

Sections 4 to 8 of the 1980 Act protect treatment, terms of sanction, expropriation and transfers.

03

One authority

Invest Bangladesh replaced BIDA, BEZA and the PPP Authority from 20 August 2026.

04

Tk 1 billion

The March 2026 circular lets banks repatriate valued share-sale proceeds up to BDT 1 billion without approval.

05

25 BITs

UNCTAD records 34 bilateral investment treaties signed by Bangladesh, 25 of them in force.

Table of Contents

How foreign investment law Bangladesh instruments fit together

The starting point is permissive. Chambers' 2026 guide states that no approval is required for foreign direct investment as such, that the prohibited sectors are limited, and that licensing applies in regulated areas such as banking, insurance, aviation, logistics and broadcasting.[11] Bangladesh does not recognise investment from countries with which it has no diplomatic relations or which it has declared enemy states.[11] Everything else depends on which instrument governs the question in front of you.

Investors from India sometimes ask about "FEMA" exchange controls. Bangladesh has no FEMA. Its exchange-control statute is still the Foreign Exchange Regulation Act 1947, administered by Bangladesh Bank through authorised dealer banks, the Guidelines for Foreign Exchange Transactions and a running series of circulars.[5] [6] The table below shows which instrument answers which question. On a phone, scroll it sideways.

Map of the foreign investment legal framework
InstrumentQuestion it answersWho applies it
Foreign Private Investment (Promotion and Protection) Act 1980What the state guarantees: treatment, stability of terms, expropriation, transfersGovernment; courts
Invest Bangladesh Act 2026Registration, approvals, incentives, industrial areas, PPP, single digital platformInvest Bangladesh Authority
Foreign Exchange Regulation Act 1947 and Bangladesh Bank circularsHow capital enters, how dividends, fees and sale proceeds leaveBangladesh Bank; authorised dealer banks
Companies Act 1994Incorporation, share capital, transfers, branch registrationRJSC
BEPZA and Hi-Tech Park Authority statutesExport processing zones and hi-tech parksBEPZA; BHTPA
Sector laws and licensing policiesOwnership caps, NOCs, licencesMinistries and sector regulators
BITs, DTAs, ICSID and New York ConventionsTreaty protection, tax relief, international enforcementTreaty tribunals; NBR; courts

Recent updates at a glance

Four developments define the 2026 position. In September 2025 a new telecom licensing policy took effect with tiered foreign-ownership caps.[10] On 8 March 2026 Bangladesh Bank issued FEID Circular No. 01, a master circular on share transfers and repatriation of sale proceeds in unlisted companies.[7] The Invest Bangladesh Act 2026 was passed in July and took effect on 20 August 2026.[1] [2] On 30 September 2026 Bangladesh Bank consolidated its outward remittance rules, including dividends, branch profits and fees, in FEPD-1 Circular No. 40.[8]

The Foreign Private Investment (Promotion and Protection) Act 1980

Act XI of 1980 is short, nine sections in the published text, and it remains the only domestic statute that states investor protections in treaty-like language.[3] Its value lies in what each section commits the Government to, and its limits lie in what it leaves out.

Who is protected: section 2

"Foreign capital" means capital invested in an industrial undertaking in Bangladesh by foreign citizens or foreign-incorporated companies, in forms such as foreign exchange or imported machinery. "Foreign private investment" excludes investment by foreign governments and their agencies. "Industrial undertaking" covers production and processing of goods, mineral development and extraction, and services the Government specifies.[3] Undefined terms still take their meaning from the Companies Act 1913, which shows the statute's age.[3] Sovereign wealth funds and state-owned investors should therefore not assume they fall within the Act's protection.

Admission is discretionary: section 3

Section 3 allows the Government to sanction industrial undertakings with foreign capital that are new, under-developed in Bangladesh or likely to aid the economy, and to attach conditions to the sanction.[3] It is a power, not a right of entry. In practice the "sanction" is now the registration and approvals process under the 2026 Act, which is why the conditions recorded in an Invest Bangladesh registration or BEPZA permission matter: section 5 protects those terms.

The four core guarantees: sections 4 to 8

The table sets out the guarantees and the practical limit on each.

Guarantees under the 1980 Act
SectionGuaranteePractical limit
4Fair and equitable treatment; full protection and securityNo definition and no domestic enforcement mechanism of its own
5No unilateral adverse change to the terms of a sanction, permission or licence; treatment no less favourable than similar domestic investmentProtects recorded terms only; does not freeze tax or general regulation
6Indemnity for losses from civil commotion, insurrection or riot on the same basis as citizensParity, not an absolute indemnity
7Expropriation or nationalisation only for a public purpose, with prompt, freely transferable compensation at market value immediately before the measureValuation disputes go to domestic courts unless a treaty applies
8Transfer of capital, returns and liquidation proceeds guaranteedSubject to measures under applicable law in exceptional financial and economic difficulties

The section 8 carve-out is the one that has mattered most. The US Government's 2025 Investment Climate Statement records that from about 2022 profit repatriation by foreign companies was slowed or blocked and state-owned enterprises delayed foreign-currency payments, and that some limits were later removed or eased.[12] [3] The statutory guarantee did not stop those delays, because the Act defers to "applicable laws". A treaty transfer clause, where available, is usually stronger.

What the 1980 Act does not do

The Act contains no dispute settlement clause, no consent to international arbitration and no deadline for any government decision; section 9 only allows the Government to issue orders to remove implementation difficulties.[3] Its protections are enforced, if at all, through writ proceedings or ordinary litigation in Bangladesh. That is the main reason foreign investment law Bangladesh practitioners treat treaty planning as part of every significant entry structure.

Invest Bangladesh Act 2026 and its interplay with the 1980 Act

The Invest Bangladesh Act 2026 is Act No. 104 of 2026, dated 16 July 2026, and took effect on 20 August 2026 under S.R.O. No. 307.[1] It merged the Bangladesh Investment Development Authority, the Bangladesh Economic Zones Authority and the Public-Private Partnership Authority into the Invest Bangladesh Authority, and repealed the Bangladesh Economic Zones Act 2010, the PPP Act 2015, the BIDA Act 2016 and the One Stop Service Act 2018.[2] Its governing board is chaired by the Prime Minister or a nominee.[2] The statute is analysed in depth in our note on the Invest Bangladesh Act 2026 industrial-area framework; the points below are those that change a foreign investor's position under foreign investment law Bangladesh.

Functions that touch foreign capital

Section 6(1) gives the Authority power to approve financial and non-financial facilities and incentives for domestic and foreign capital, approve domestic-foreign partnership ventures, set terms for foreign officers and experts, recommend visas and grant work permits, and help draft international and bilateral investment agreements, including giving no-objection.[1] Section 6(2), on industrial areas, lists the services to be delivered through the single digital platform, which expressly include capital and dividend repatriation permits, residence and non-resident visas, work permits, import and export permits and construction permits.[1]

Registration: sections 28 and 29

Chapter 7 deals with registration and cancellation of private-sector industrial projects (section 28) and registration of unregistered industries (section 29).[1] "Industry" is defined broadly to include profit-making undertakings that process or add value to goods and those using fixed or intellectual assets for service or infrastructure activity recognised under state policy.[1] For registered private projects, the Authority may set time limits for foreign loans, government land, duty waivers on machinery, environment and fire clearances, visas, work permits and utility connections; its decision on those approvals counts as the decision of the relevant body, and it may direct action against an agency that misses a deadline.[2] Section 20 allows registration, permits, allotments and leases to be suspended or cancelled for breach.[1]

Registration is therefore the legal hook for incentives, work permits and service deadlines, not a formality. BIDA's published registration fees ran from BDT 5,000 for projects up to BDT 100 million to BDT 100,000 above BDT 1,000 million, plus VAT; check whether Invest Bangladesh has reissued the schedule before filing.[9] The filing route and timelines are covered in our guide to investment approvals in Bangladesh.

The single digital platform replaces the OSS Act

Section 50 establishes a single digital platform for services, approvals, licences and clearances. All service providers must be connected to it, and the existing One Stop Service portal and other platforms are to merge into it over time.[1] [2] Until that migration is complete, investors should expect to use the legacy portals for some filings under the new statutory basis.

Incentives, customs facilities and royalties

Section 21 allows the Government, by gazette notification and for a fixed period, to grant special customs facilities to projects inside an industrial area and to registered projects outside one. Section 22 allows sector-based financial and non-financial incentives by gazette for projects, investors, developers, operators and PPP projects, with special incentives for zone enterprises.[1] Section 26 is headed "exemption from certain laws" and section 27 "royalties and fees".[1] Bangladesh Bank now relies on section 27: remittances of royalty and similar fees by private industrial enterprises need Invest Bangladesh approval beyond the amounts its guidelines permit.[8]

None of these provisions confers a benefit by itself; the gazette notification does. Tax holidays and exemptions are analysed in our guide to tax incentives for foreign investors.

Where the two statutes meet

The 2026 Act does not repeal the 1980 Act and does not explain how the two regimes interact. Commentators have pointed out that it sets no general standards on national treatment, non-discrimination, expropriation, compensation or transfer of capital, and creates no independent grievance mechanism for investors.[4] Section 3 is headed "overriding effect of the Act", yet nothing in the statute addresses the 1980 Act's guarantees.[1] [4] The sensible reading is complementary: the 2026 Act decides process and incentives; the 1980 Act, the exchange-control rules and treaties decide protection. Investors should record key commitments, such as incentives and land terms, in the registration or allotment documents so that section 5 of the 1980 Act has something concrete to protect.

Foreign investment law Bangladesh — investors reviewing registration under the Invest Bangladesh Act 2026
Registration under the 2026 Act is the hook for incentives and service deadlines

Foreign investment law Bangladesh sector restrictions and caps

Bangladesh is open by default, but its openness is qualified by three types of restriction: reserved sectors, controlled sectors that need a ministry no-objection certificate, and ownership caps or local-ownership requirements imposed by sector policies.

Reserved and controlled sectors

Private investment is not allowed in arms, ammunition and military equipment; nuclear power; security printing and minting; and forestation and mechanised extraction within reserved forests.[9] BIDA's list of 22 controlled sectors requires a no-objection certificate from the relevant ministry before registration. It includes deep-sea fishing, banking and finance, insurance, power, oil, gas, coal and other minerals, large-scale infrastructure, crude oil refining, gas-based industries, mobile and landline telecoms, satellite channels, aviation, sea-going shipping, seaports, VoIP, beach heavy minerals, explosives, acid, chemicals, sludge-based fertiliser and stone crushing.[9]

Caps and local-ownership rules

The telecom licensing policy that took effect in September 2025 allows up to 85 per cent foreign ownership of mobile access operators, with three years for existing operators to comply, a 65 per cent cap for national infrastructure such as towers and fibre, and a 49 per cent cap for international connectivity such as submarine cables.[10] Chambers reports a 40 per cent foreign cap in logistics, including freight forwarding, and notes that some sectors apply a single-shareholder limit to foreign and local investors alike.[11]

Freight and cargo agents, shipping agents, courier agents, buying houses and indenting agents, advertising agents and for-profit education institutions require local ownership.[9] The US Government also reports that new shipping and insurance companies must be majority locally owned and that full foreign ownership is not permitted in petroleum marketing and gas distribution.[12]

The table summarises the position. Caps change by policy, so confirm the current figure with the regulator on the day of signing.

Sector restrictions and caps on foreign investment
SectorPosition for foreign investorsSource of the rule
Arms, nuclear power, security printing, reserved forestsClosed to private investmentBIDA reserved list
22 controlled sectors (banking, insurance, power, oil and gas, telecoms, aviation, shipping, seaports and others)Ministry NOC before registrationBIDA controlled list
Mobile network accessUp to 85% foreign; existing operators have three years to complyTelecom licensing policy 2025
National telecom infrastructure65% foreign capTelecom licensing policy 2025
International connectivity49% foreign capTelecom licensing policy 2025
Logistics and freight forwarding40% foreign cap reportedSector policy
Shipping, courier, advertising and cargo agents, buying houses, for-profit educationLocal ownership requiredBIDA guidance
New shipping and insurance companiesLocal majority ownershipSector policy
Petroleum marketing and gas distributionFull foreign ownership not permittedSector policy
Most manufacturing and servicesUp to 100% foreign ownershipOpen by default

Entity, capital and bank account requirements

The vehicle decides what the business can lawfully do and how cleanly money can later leave. A subsidiary under the Companies Act 1994 is the standard route, a joint venture is a company with foreign and local shareholders, and a branch, liaison or representative office needs approval through the inter-ministerial committee at headquarters.[9] Each is explained in our guides to foreign company registration, joint ventures and how to invest in Bangladesh. The legal requirements that foreign investment law Bangladesh imposes across all vehicles are these.

The capital trail

A proposed company may open a temporary Non-Resident Taka Account in its own name with an authorised dealer, without prior Bangladesh Bank permission, to receive foreign equity and pay preliminary expenses; if the venture is not formed, the balance is freely remittable.[6] Shares may be issued against inward remittances through the banking channel or against imported capital machinery, but only after the money has arrived or the machinery has cleared customs.[6] The company must report the issue to Bangladesh Bank's Foreign Exchange Investment Department through its authorised dealer within 14 days of completing RJSC formalities.[6]

Encashment of foreign equity into taka is not mandatory for companies in export processing zones, economic zones and hi-tech parks. Elsewhere, inward equity may be kept in the company's foreign currency account for up to one year for overseas capital expenditure.[6] No general minimum capital appears in BIDA's company-formation guidance; capital expectations come instead from office permissions, sector licences, banks and the debt-to-equity ratios applied to foreign loans, 70:30 generally and 80:20 for power generation.[9]

Statutory reporting under the 1947 Act

The Foreign Exchange Regulation Act 1947 sits behind these rules. Section 3 authorises dealers and binds them to Bangladesh Bank's directions; section 5 restricts payments to non-residents; section 13 requires permission for transferring securities to, or issuing registered securities to, non-residents, which Bangladesh Bank grants generally for compliant transactions.[5] Section 18B requires a non-resident or foreign company to report to Bangladesh Bank within 30 days of obtaining permission to set up a branch, liaison, representative or other place of business.[5] Contraventions are tried by a tribunal and carry up to seven years' imprisonment, a fine or both, with confiscation powers and liability for knowing officers.[5] Our guide to foreign exchange regulations in Bangladesh covers the wider regime.

BEPZA, industrial areas and hi-tech parks

Zone regimes are the part of foreign investment law Bangladesh most affected by the 2026 reforms, yet the merger did not touch every zone regime. The repealed statutes were the economic zones, PPP, BIDA and one-stop service laws; the export processing zone and hi-tech park statutes were not on the list.[2] Location therefore still determines the regulator.

Export processing zones

BEPZA continues to administer the export processing zones. Employment there is governed by the Bangladesh EPZ Labour Act 2019 rather than the general labour law, and enterprises receive zone-specific fiscal and non-fiscal incentives.[11] Equity brought into an EPZ enterprise need not be encashed into taka.[6] Royalty and technical fees by enterprises in export processing, domestic processing and hi-tech park areas can be remitted without prior permission up to 6 per cent of imported machinery cost for new projects, or 6 per cent of the previous year's sales for ongoing concerns; larger amounts need the zone authority's approval.[8]

Industrial areas under the 2026 Act

Chapters 4 and 5 of the 2026 Act replace the economic zones regime with industrial areas established and declared by the Authority, which may be divided into areas, developed through government-to-government partnerships and served by appointed developers and operators.[1] A unit's legal status turns on the gazette declaration and its allotment or lease, so verify both before committing capital. Our analysis of relocating a factory into an economic zone and of economic zone leases and lender rights covers site diligence.

Hi-tech parks

Hi-tech parks remain under the Bangladesh Hi-Tech Park Authority. Bangladesh Bank's 2026 rules continue to refer approvals above the fee thresholds to that authority, and its encashment exemption covers hi-tech park companies.[8] [6] Software, IT-enabled services and electronics investors should compare the park package with industrial-area incentives under section 22 of the 2026 Act before choosing a site.[1]

Foreign investment law Bangladesh — factory floor in an export processing zone
Zone location still decides the regulator

FX rules for capital and profit repatriation in 2026

The repatriation guarantee in section 8 of the 1980 Act works only through Bangladesh Bank's rules, and in 2026 those rules were rewritten twice: the March master circular on share transfers and the September consolidated circular on outward remittances.[3] [7] [8] The detailed payment files are set out in our guide to capital repatriation in Bangladesh; the legal rules are summarised here.

The March 2026 share-transfer circular

FEID Circular No. 01 of 8 March 2026 applies to non-residents in unlisted private and public companies and repeals the earlier guidance in the Guidelines for Foreign Exchange Transactions and subsequent circulars on the subject.[7] Where a non-resident sells to a resident, the authorised dealer may repatriate without Bangladesh Bank approval if the price does not exceed net asset value from the latest audited accounts, if the deal is up to BDT 10 million with a joint price-justification statement, or if it is up to BDT 1 billion at a fair value set by an independent valuer.[7] Bangladesh Bank's own portal still shows the old Tk 100 million ceiling, so cite the circular, not the portal, in transaction documents.[6]

Eligible valuers are BSEC-licensed merchant bankers and chartered accountants listed for auditing banks, financial institutions and listed companies, using asset, market and discounted cash flow methods. The transfer must be completed within 45 days of the MoU or approval, the dealer must remit within five working days if the file is in order, and the post-facto report is due within 14 days. Decisions sit with internal bank committees headed by the CFO or, for valuation-based cases, the CEO.[7] Transfers between non-residents, or from a resident to a non-resident, need no approval at fair value, with a valuation report above BDT 10 million.[7] See also our guide to share transfer in Bangladesh.

Dividends, branch profits, fees and salaries

The table summarises the 2026 position for other payments.

Outward payments by foreign investors in 2026
PaymentRuleKey condition
DividendsRemitted by the authorised dealer without prior approvalAppendix-9 application through one nominated dealer, audited accounts, board resolution, tax certificates
Branch profitsRemittable without prior Bangladesh Bank approvalProfit computed after prescribed deductions
Training and consultancyNo prior approval up to 1% of annual sales or USD 100,000, whichever is higherWithin the general authorisation
Royalty and technical feesInvest Bangladesh approval under section 27 beyond guideline amountsZone units: 6% thresholds
Expatriate salariesUp to 80% of net income during the yearBalance after tax assessment
Liquidation proceedsPrior permission of the Foreign Exchange Investment DepartmentAll liabilities settled first

Dividends must come from normal business profits or remittable reserves after adjusting losses and tax, and the company undertakes to bring back any ineligible amount on demand.[8] Branch-profit, fee and salary rules are in FEPD-1 Circular No. 40; liquidation proceeds remain subject to prior permission.[8] [6] Chambers notes 20 per cent withholding on dividends and interest paid to non-residents under domestic law, with treaty relief available only on application to the NBR.[11] Debt financing has its own approval route, covered in our guide to foreign loan approval.

Bilateral investment treaties and double tax agreements

Treaties are where foreign investment law Bangladesh offers its strongest protection. UNCTAD records 34 bilateral investment treaties signed by Bangladesh: 25 in force, seven signed but not in force and two terminated, the 1987 Türkiye treaty having been replaced by the 2012 treaty in 2019.[13]

Bangladesh bilateral investment treaties (UNCTAD)
StatusPartners (year signed)
In force: EuropeUnited Kingdom (1980), Germany (1981), Belgium-Luxembourg (1981), France (1985), Romania (1987), Italy (1990), Netherlands (1994), Poland (1997), Austria (2000), Switzerland (2000), Denmark (2009), Türkiye (2012)
In force: Asia, Americas and Middle EastUnited States (1986), Republic of Korea (1986), Malaysia (1994), China (1996), Philippines (1997), Indonesia (1998), Japan (1998), Uzbekistan (2000), Iran (2001), Thailand (2002), Singapore (2004), India (2009), UAE (2011)
Signed, not in forcePakistan (1995), DPR Korea (1999), Viet Nam (2005), Belarus (2012), Cambodia (2014), Bahrain (2015), Kuwait (2016)

Treaty coverage depends on the investor's nationality as the treaty defines it, the definition of investment and the dispute clause, so the holding structure should be tested before money is committed. A treaty that is signed but not in force gives no protection. Restructuring after a dispute has arisen is rarely effective, and treaty shopping by a shell holding company invites jurisdictional objections. Our public international law practice reviews treaty eligibility at the structuring stage.

Double tax agreements

The NBR's treaty library lists 43 double taxation avoidance agreements, from Bahrain to Hong Kong, including the United Kingdom, United States, China, India, Japan, Singapore, the Netherlands, Germany and the UAE.[14] Relief from withholding is not automatic: the non-resident must apply to the NBR, which takes around 30 days.[11] Capital gains, including on foreign investors' exits, are taxed at 15 per cent, and the Offshore Indirect Transfer Rules 2022 can reach sales higher up the ownership chain.[11] Our double tax treaty planning practice and guide to withholding tax in Bangladesh cover the detail.

Dispute resolution, ICSID and investor-state options

A foreign investor has three layers of dispute protection under foreign investment law Bangladesh, and each has a different forum.

Contract disputes and arbitration

The Government accepts foreign governing law and offshore dispute resolution in its contracts and provides sovereign immunity waivers.[11] Bangladesh is party to the New York Convention, and foreign arbitral awards are directly enforceable under the Arbitration Act 2001.[11] Enforcement practice is uneven and timelines are unpredictable, so the seat, the institution and asset location should be chosen with enforcement in mind.[12] See our guides to international commercial arbitration and foreign arbitral award enforcement. Domestic litigation now runs through the commercial courts established under the Commercial Courts Act 2026, discussed in our guide to how to invest in Bangladesh.

PPP disputes

PPP projects carry their own provisions: section 42 of the 2026 Act deals with dispute resolution and section 43 with appeals, alongside the mechanism agreed in the PPP contract.[1] Section 40 makes pre-qualification, tender and negotiation documents confidential by default, subject to the Right to Information Act.[4] Our guide to PPP projects in Bangladesh covers concession structure.

Treaty claims and ICSID

Bangladesh is a signatory to the ICSID Convention, and the US Government notes that local law allows third-country dispute settlement in investor-state contracts.[12] Because the 1980 Act contains no consent to arbitration, access to ICSID or other investor-state arbitration depends on a treaty in force or a contractual ICSID clause.[3] [13] The Government has challenged ICSID rulings it disagreed with, so investors should plan for enforcement against assets outside Bangladesh as well as inside.[12] Our international arbitration practice advises on clause design, notice-of-dispute strategy and treaty claims.

Foreign investment law Bangladesh — counsel preparing an investment treaty and arbitration strategy
Treaty protection must be planned before a dispute arises

Land ownership by foreigners: what foreign investment law Bangladesh permits

Foreign persons and entities cannot directly own land in Bangladesh. They may hold non-perpetual leases or rent land, and they can obtain indirect ownership through a wholly or partly foreign-owned Bangladeshi company that owns or leases land, or by holding shares in such a company.[11] [12] For most industrial investors the practical choice is between a long lease in an industrial area or zone and a freehold purchase by the local subsidiary.

Land in industrial areas

Under the 2026 Act, land required for an industrial area or a registered project is deemed necessary in the public interest and may be acquired by the Authority, which may then allot, rent or lease land, buildings and space and appoint developers and operators.[2] [1] Acquisition itself runs under the Acquisition and Requisition of Immovable Property Act 2017, with the delays that affect domestic landowners.[4] Misuse of allotted land for unapproved purposes is a ground for cancellation.[1]

Land outside zones

A subsidiary buying land outside a zone takes on the full burden of title diligence: record-of-rights, mutation, khatian, encumbrance and litigation checks. Our guides to land ownership verification and land acquisition explain the checks, and our real estate investment practice acts on purchases and leases. Mortgages are often left unregistered because of high transaction charges, which lenders and buyers should treat as a diligence red flag.[12]

The legal requirements for FDI under foreign investment law Bangladesh are less about a single licence than about doing things in the right order, so that each regulator sees evidence created at an earlier step. The sequence below is the legal-compliance spine; the operational filing steps are in our guide to how to invest in Bangladesh.

Step 01

Screen the sector

Check the reserved list, the 22 controlled sectors needing a ministry NOC, and any ownership cap or local-ownership rule.

Step 02

Test the treaty position

Confirm whether the investor's home state has a BIT and a DTA in force with Bangladesh and structure the holding accordingly.

Step 03

Choose vehicle and location

Decide between subsidiary, joint venture or office, and between an industrial area, EPZ, hi-tech park or open site.

Step 04

Build the capital trail

Open the temporary account, remit through the banking channel, issue shares only after funds arrive and report within 14 days.

Step 05

Register and record terms

Register with Invest Bangladesh, BEPZA or BHTPA and record incentives, land terms and conditions in the approval documents.

Step 06

Secure land correctly

Take a lease or allotment, or buy through the local company after full title diligence.

Step 07

Paper the exit

Align shareholder agreements with the March 2026 valuation methods and dividend documentation rules.

Step 08

Plan disputes early

Choose seat, institution and treaty route, and keep evidence of every commitment the state makes.

Two points recur. First, work permits are tied to registration: industrial projects may employ one foreign national for every 10 local employees at the start and one for every 20 when operating, and commercial offices one for every five.[9] Second, merger control is still developing: the Competition Act 2012 restricts anti-competitive combinations, but the implementing regulation was still in draft at the start of 2026.[11] See our guide to competition law in Bangladesh.

Mistakes foreign investors should avoid

Most problems under foreign investment law Bangladesh regulators administer come from a small number of errors.

  • Treating the 1980 Act as an arbitration clause: it gives substantive guarantees but no consent to international arbitration.[3]
  • Assuming the 2026 Act adds protections: it governs process and incentives, not treatment or expropriation.[4]
  • Using stale thresholds: the March 2026 circular's BDT 1 billion valuation ceiling replaced the old Tk 100 million figure still visible on some official pages.[7] [6]
  • Breaking the capital trail: shares issued before funds arrive, or a missed 14-day report, can stall a dividend or exit years later.[6]
  • Registering in a controlled sector without the NOC: the ministry no-objection certificate comes first.[9]
  • Holding through a non-treaty jurisdiction: a BIT signed but not in force gives no protection.[13]
  • Taking land in a foreign name: land must be held by the local company or under lease.[11]

What to watch in 2026 and 2027

Three issues will shape foreign investment law Bangladesh investors face over the next year. First, the rules and regulations under sections 64 and 65 of the 2026 Act, which will fix registration procedures, service deadlines and the migration of legacy portals to the single digital platform.[1] Second, whether Parliament modernises the 1980 Act or adds investor-protection standards to the 2026 framework, a gap commentators have highlighted.[4] Third, the gazette notifications under sections 21 and 22 that will define industrial-area incentives in practice.[1]

TRW's inbound investment work covers structuring and treaty review, sector screening, incorporation and registration, capital-trail and repatriation compliance, zone and land transactions, and investor-state strategy when something goes wrong. Explore our corporate and commercial advisory practice and branch and foreign company establishment practice, or contact TRW to review your structure before you commit capital.

Frequently asked questions

What is the main foreign investment law in Bangladesh?

Foreign investment law Bangladesh rests on three statutes. The protective statute is the Foreign Private Investment (Promotion and Protection) Act 1980. The Invest Bangladesh Act 2026 governs the investment authority, registration and incentives, and the Foreign Exchange Regulation Act 1947 governs money flows.[3] [1] [5]

Does foreign direct investment need government approval?

Generally no. FDI needs no prior approval outside regulated sectors, but controlled sectors need a ministry NOC before registration and four reserved sectors are closed.[11] [9]

Did the Invest Bangladesh Act 2026 repeal the 1980 Act?

No. It repealed the economic zones, PPP, BIDA and one-stop service statutes, and the 1980 Act continues alongside it.[2] [4]

Were BEPZA and the Hi-Tech Park Authority merged into Invest Bangladesh?

No. The merger covered BIDA, BEZA and the PPP Authority; the export processing zone and hi-tech park statutes were not repealed.[2]

Is Bangladesh's exchange control law called FEMA?

No. FEMA is Indian law. Bangladesh applies the Foreign Exchange Regulation Act 1947 through Bangladesh Bank and authorised dealer banks.[5]

How much share-sale money can be repatriated without approval?

Under FEID Circular No. 01 of 8 March 2026: any amount at or below net asset value, up to BDT 10 million with a joint price statement, or up to BDT 1 billion with an independent valuation.[7]

Can a foreigner own land in Bangladesh?

Not directly. Foreigners may lease or rent land, or own it indirectly through a Bangladeshi company.[11]

How many investment treaties does Bangladesh have?

UNCTAD records 34 BITs signed, of which 25 are in force. The NBR lists 43 double taxation avoidance agreements.[13] [14]

Can a foreign investor bring an ICSID claim against Bangladesh?

Bangladesh is an ICSID signatory, but consent must come from a treaty in force or a contract clause; the 1980 Act does not provide it.[12] [3]

What are the foreign ownership caps in telecoms?

Under the 2025 licensing policy: 85 per cent for mobile access operators, 65 per cent for national infrastructure and 49 per cent for international connectivity.[10]

Source register

Primary legal and regulatory sources

Materials checked on 20 October 2026. Confirm the current official text before relying on any provision.

  1. Invest Bangladesh Act 2026 (Act No. 104 of 2026) — Laws of Bangladesh
  2. The Business Standard (BBC Bangla), 23 July 2026 — What is in the Invest Bangladesh Act passed in haste
  3. Foreign Private Investment (Promotion and Protection) Act 1980 (Act XI of 1980) — text via ICNL
  4. Oxford Business Law Blog, 5 October 2026 — Beyond Institutional Merger: Why the Invest Bangladesh Act 2026 May Not Be Enough
  5. Foreign Exchange Regulation Act 1947 (Act No. VII of 1947) — Laws of Bangladesh
  6. Bangladesh Bank, Foreign Exchange Investment Department — Foreign Direct Investment
  7. Bangladesh Bank FEID Circular No. 01, 8 March 2026 — Master circular on share transfers and repatriation of sale proceeds
  8. Bangladesh Bank FEPD-1 Circular No. 40, 30 September 2026 — Consolidated circular on outward remittances
  9. BIDA — Frequently asked questions for investors
  10. The Daily Star, 24 September 2025 — New telecom policy trims licensing categories to four
  11. Chambers Global Practice Guides — Investing In 2026: Bangladesh
  12. US Department of State — 2025 Investment Climate Statements: Bangladesh
  13. UNCTAD Investment Policy Hub — International investment agreements: Bangladesh
  14. National Board of Revenue — Double Taxation Avoidance Agreements

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