REIT Regulations in Bangladesh: Framework, Registration and Compliance in 2026

REIT regulations Bangladesh: the 2026 framework

REIT regulations Bangladesh investors can actually use have existed since 2024, when the Bangladesh Securities and Exchange Commission (BSEC) replaced years of consultation with a binding rulebook: the Bangladesh Securities and Exchange Commission (Real Estate Investment Trust Fund) Rules 2024. Much of what still circulates online describes "draft REIT rules" or a regime that is "coming soon". That is out of date. The rules were notified on 13 June 2024, gazetted in July 2024 and posted on the Commission's website on 7 August 2024, and they remain the governing instrument in October 2026.[1] [2] [5]

This guide explains what the rules require and how a fund is actually brought to market. It covers the trust structure under the Trusts Act 1882, the roles of the sponsor, REIT manager, trustee, custodian and valuer, eligible assets and the outright ban on borrowing, the step-by-step route to registration with BSEC and the sub-registry, taxation, foreign investment, ongoing compliance, and the land-title problems that decide whether a REIT can be launched at all. It also sets the Bangladeshi model against India and Singapore, the two regimes most often cited by sponsors and foreign investors.

Summary: Bangladesh has a dedicated REIT regime: the BSEC (Real Estate Investment Trust Fund) Rules 2024. A REIT is a trust under the Trusts Act 1882 with a registered trust deed, run by a BSEC-registered REIT manager and supervised by a registered trustee. It must choose a rental scheme or a development scheme, raise at least Tk 200 crore, invest without borrowing, and pay out at least 90 per cent of distributable income in cash.

Key point: The rules are final, not draft, and they prohibit a REIT fund from borrowing directly or indirectly. Any business plan that assumes debt-funded acquisitions, encumbered buildings or properties bought from connected parties will not pass BSEC review.

At a glance

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Table of Contents

Does Bangladesh have REIT-specific rules?

Yes. For more than a decade, Bangladeshi developers, merchant banks and the Dhaka Stock Exchange argued for a real estate investment trust, and the existing fund instruments could not deliver one. The BSEC (Mutual Fund) Rules, now the 2025 Rules covered in our guide to asset management law in Bangladesh, and the BSEC (Alternative Investment) Rules 2015 are built around portfolios of securities, not around owning buildings and collecting rent. A dedicated instrument was needed, and the Commission produced one.[2]

From draft to final rules

BSEC published draft REIT rules for public comment on 29 January 2024, with comments invited until 11 February.[3] The Commission approved the rules at the end of March 2024.[4] The final text was notified as No. BSEC/CMRRCD/2023-422/80/PRD/152 dated 13 June 2024, published in the Bangladesh Gazette in July 2024 and posted on the Commission's website on 7 August 2024.[1] [5] The Commission's rules register lists no later amendment, so the 2024 text is the one to work from in 2026.[2]

Why the draft still causes confusion

The January 2024 draft differed from the final text. It described a management fee capped at 1 per cent of net asset value and a 20 per cent allowance for government securities;[3] the final rules set scheme-specific fees and direct the indirect portion into AA-rated debt and similar instruments.[1] Anyone relying on an early 2024 summary of REIT regulations Bangladesh should check each figure against the gazetted text.

Status in 2026

The rules are in force, but the market is at an early stage. We have not found any public record of a REIT fund completing registration and listing on the Dhaka or Chittagong stock exchanges by October 2026, so the first sponsors will settle the practice points the rules leave open, particularly valuation, title vesting and transfer costs.

How REIT regulations Bangladesh structure a fund

A REIT in Bangladesh is not a company. Rule 3(1) requires every REIT fund to be constituted as a trust under the Trusts Act 1882, with the trust deed registered under the Registration Act 1908, which makes registration compulsory for non-testamentary instruments that create or declare rights in immovable property,[7] and rule 3(3) requires the Commission to approve the draft trust deed and draft scheme before registration.[1] The fund then issues units, in dematerialised form, to investors who become the beneficiaries of the trust.[1]

The trust deed under the Trusts Act 1882

The Trusts Act 1882 supplies the private-law foundation. Section 5 provides that no trust in relation to immovable property is valid unless declared by a non-testamentary instrument in writing, signed and registered, and section 6 requires the author of the trust to indicate the purpose, the beneficiaries and the trust property with reasonable certainty.[6] Because a REIT exists to hold land and buildings, a registered trust deed is not a formality. It is the condition for the trust being valid at all. The mechanics of registering a trust deed at the sub-registry are covered in our separate guide to trust registration in Bangladesh.

Sponsors

Rule 2(41) defines a sponsor as any institutional eligible investor, any real estate company or any company subscribing initially, jointly or solely, to form a REIT fund.[1] Sponsors must subscribe at least 20 per cent of the fund corpus and must have paid in at least 50 per cent of their committed amount before registration.[1] Sponsor and REIT manager investments are locked in for three years, and at least 10 per cent of each stake stays locked until the fund is liquidated.[1] [5]

The REIT manager

The REIT manager (RM) runs the fund. Under rule 9(3)(a) it must be a public limited company or statutory body with paid-up capital of at least Tk 20 crore, or Tk 30 crore for a wholly foreign-owned applicant, with a lower threshold and a six-month window available to existing asset, fund or portfolio managers.[1] It also needs net worth of at least 75 per cent of paid-up capital, a clean credit record and a chief executive, chief investment officer and compliance officer each with at least seven years' experience.[1] The REIT manager must itself invest at least 2 per cent of the corpus, on top of the sponsor stake.[1]

The trustee

The trustee holds the property for unitholders. Rule 15(3) requires a registered trustee or a public company with paid-up capital of at least Tk 20 crore and a board of at least five members, two of them independent with five or more years of real estate experience.[1] The trustee must ensure that title to all REIT assets is lawfully vested in the trust, keep the title deeds in custody, and file quarterly reports with the Commission; it may not own units in the fund it supervises.[1] Its fee, including any custodian fee, is capped at 0.30 per cent of the fund's paid-up size.[1]

The custodian and the valuer

The trustee may appoint a BSEC-registered custodian for safekeeping, but it remains responsible for the assets.[1] Valuation sits with an independent valuer appointed by the trustee, who cannot be the fund's statutory auditor and cannot serve for more than three consecutive years.[1] Valuations must follow International Valuation Standards, real estate must be valued at least annually and fund assets at least half-yearly, and the Commission can order its own valuation, which binds the fund.[1] Valuation was the issue stakeholders flagged most strongly when the draft was published.[3]

Rental schemes and development schemes

Rule 3(5) requires every REIT fund to be formed for either a development scheme or a rental scheme, and rule 3(9) confines the fund to its chosen investment arena.[1] Each scheme needs a business plan identifying the target projects or investments, target size, tenure, characteristics and investment strategy.[1] The choice drives tenure, fees, asset tests and the investor base.

Rental scheme

A rental scheme is formed primarily to earn rental income and must have a tenure of at least 15 years.[1] It is the closest equivalent to a listed REIT in India or Singapore: a portfolio of completed, income-producing buildings, typically offices, retail, warehouses or serviced apartments, with stable leases. Rule 28(3)(g) requires each property in a rental scheme to be held for at least seven years, and early disposal needs trustee approval and notice to the Commission.[1]

Development scheme

A development scheme is closed-end, with a tenure of no more than 10 years, extendable by up to two years if the constitutive documents allow.[1] Land acquisition is capped at 40 per cent of paid-up size, so the fund cannot become a land bank, and the scheme must hold title ownership of the property; leasehold interests do not qualify.[1] Development schemes pay a higher annual fee to the Commission than rental schemes, reflecting their higher risk.[1]

Conventional or shari'ah-based

Either type of scheme may be conventional or shari'ah-based. A shari'ah-based fund needs an independent Shariah Supervisory Board formed by the trustee, a mudaraba or wakala agreement vetted by that board, and disclosure of the screening methodology in the prospectus.[1]

Eligible assets, investment limits and the borrowing ban

Rule 28 is where most business plans succeed or fail. Under the REIT regulations Bangladesh adopted, every investment must conform to the investment management agreement and the approved scheme, and the investable fund cannot go into any project connected to the sponsor, REIT manager, trustee or custodian.[1] That connected-party bar is wider than in many regimes and rules out the familiar model of a developer injecting its own completed buildings into a REIT it sponsors.

Asset tests

For a rental scheme, at least 80 per cent of the corpus must be invested directly in real estate; up to 20 per cent may be invested indirectly in AA-rated debt or similar securities, and indirect investment may reach 60 per cent during the first three years.[1] Rule 28(3)(e) ties direct investment to completion of at least two-thirds of development activity or project cost, and idle cash may be parked only in government securities or recognised money-market instruments for up to a year.[1] Indirect investment in unlisted securities must be in pure debt.[1]

Concentration and quality

A single property, project or investee cannot exceed 25 per cent of the corpus, although the Commission may allow up to 40 per cent in special cases.[1] A REIT cannot buy property encumbered by a loan, cannot invest with a trading intent, and can invest only in properties holding the regulatory permissions required from the competent authority.[1] In practice that means a clean, mutated title, an approved building plan and, for completed buildings, an occupancy certificate.

No borrowing, no leverage

Rule 28(5) is blunt: no REIT fund shall borrow funds directly or indirectly or engage in leverage activities.[1] This is the most important difference between REIT regulations Bangladesh applies and foreign models. It removes refinancing risk, but every acquisition must be funded with equity, and the fund cannot bridge a purchase with debt while it raises new units.

REIT registration Bangladesh: how to register and launch a REIT

Registration is a two-track exercise. On the regulatory track, BSEC registers the REIT manager, the trustee and the fund. On the property track, the trust deed and every conveyance into the trust must be registered at the sub-registry. The REIT registration Bangladesh process works only if both tracks are planned together, because the Commission will not register a fund whose trust deed is not ready, and the trustee cannot take title to a property whose title chain is defective.

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Registering the REIT manager and trustee

The REIT manager applies to BSEC with an application fee of Tk 1 lakh and, once approved, pays a registration fee of Tk 5 lakh and an annual fee of Tk 1 lakh.[1] The trustee applies separately, with an application fee and a registration fee of Tk 50,000 each.[1] An existing asset manager registered under the mutual fund regime may seek registration as a REIT manager under the rule 9(3)(a) proviso, which is often the quickest route for an established fund house.[1]

The fund application

The REIT manager and trustee apply jointly to register the fund, filing the draft prospectus or constitutive documents, the prescribed Schedule A and an application fee of Tk 1 lakh.[1] Rule 4(4) contemplates a decision within 30 days of receiving the application, and rule 4(5) lets the Commission call for further information within 20 days.[1] On approval, the REIT manager pays a registration fee of 0.10 per cent of the fund corpus within 15 days.[1] The fund must then open a bank account in its own name for the sponsors' initial subscription.[1]

Size and fundraising

The minimum fund corpus is Tk 200 crore, or Tk 300 crore for a fund investing exclusively in city corporation areas.[1] [5] Units may be offered by private offer, public offer or both, through a scheme-specific prospectus or constitutive documents.[1] The minimum subscription is Tk 3 lakh for eligible institutional investors and Tk 50,000 for other private-offer investors, and Tk 10,000 for public-offer investors.[1] Commitments may be collected over up to three months, with a 5 per cent deposit that can be forfeited if a capital call is not met within two weeks.[1]

Deployment and listing

The corpus must be fully invested within 18 months of closing the subscription, extendable by up to six months.[1] A fund with a public or mixed offer must list its units on a Bangladeshi stock exchange; a fund raised only by private offer may not list.[1] If 70 per cent of the corpus remains uninvested for more than a year without reasonable grounds, the Commission may cancel the fund or it may be wound up.[1] Listed units then sit within the wider framework explained in our guide to securities law in Bangladesh.

Common reasons applications stall

The weak points in a REIT registration Bangladesh file are predictable: incomplete mutation records or an unresolved inheritance in the title chain; preferred assets owned by group companies, which rule 28(2) excludes; a business plan that assumes bank finance; or a valuation commissioned by the sponsor rather than the trustee. Each is curable if identified before the Commission's review starts.

Ongoing compliance under the REIT regulations Bangladesh imposes

Registration starts a demanding compliance cycle. The REIT manager must conduct every transaction at arm's length, ensure that its directors, employees and investment committee members have no material interest in any investee, and disclose any transaction with connected persons to investors.[1] The trustee's quarterly reports to the Commission sit alongside the manager's reporting.[1]

Reporting calendar

Audited financial statements are due within 90 days of the end of the accounting year, and the annual report must reach unitholders and the Commission within 30 days of the audit's completion.[1] Half-yearly unaudited statements go to the trustee and the Commission, and net asset value per unit must be published at least every six months.[1] Listed units also bring exchange disclosure obligations, many of which mirror those discussed in our guide to BSEC compliance in Bangladesh; we do not repeat them here.

Distributions

Dividends must be paid in cash only, and at least 90 per cent of yearly distributable net income must be distributed.[1] [5] Dividends cannot be paid out of unrealised revaluation gains.[1] The 90 per cent floor matches international practice, but combined with the borrowing ban it means a Bangladeshi REIT will grow mainly by raising new equity rather than by retaining earnings.

Fees and expenses

The fund pays BSEC an annual fee of 0.10 per cent of paid-up size for a development scheme and 0.05 per cent for a rental scheme.[1] The REIT manager may earn a formation fee of 1 per cent of paid-up size after successful operation, spread over five years, and a management fee of the lower of 1 per cent of paid-up size or NAV for development schemes, or 10 per cent of annual operating income for rental schemes.[1] Total expenses are capped at 3 per cent of year-end NAV.[1]

Unitholder control

Unitholders holding two-thirds of unit value can transfer management away from the REIT manager or replace the trustee, and the same majority is needed to extend or change tenure at a meeting held at least six months before maturity, with Commission approval.[1] Holders of 20 per cent can call a meeting to remove the valuer.[1] A voluntary winding up needs a resolution of 66 per cent of unit value, after which no new investment or unit issuance may take place and the assets are realised and distributed pro rata.[1]

Taxation of REITs in Bangladesh

Tax is where REIT regulations Bangladesh adopted meet legislation outside BSEC's control. The fund-level position is favourable; the cost of getting property into the fund is not.

Fund-level exemption

Paragraph 10 of Part 1 of the Sixth Schedule to the Income Tax Act 2023 excludes from total income any income earned by entities recognised by BSEC as a mutual fund, alternative investment fund, real estate investment trust or exchange-traded fund.[8] A registered REIT therefore pays no income tax on its rental income or gains. The Finance Act 2026 summaries we reviewed do not record any change to that exemption.[9]

Unitholders

The exemption does not travel automatically to investors. Paragraph 15 of the same Schedule exempts a participant's share of fund income only where the fund itself has paid tax on it, so it does not protect distributions from an exempt REIT.[8] Distributions should be treated as taxable income in the investor's hands. Paragraph 36 exempts capital gains of up to Tk 50 lakh on transfers of units of a listed fund, but not gains on units held by sponsors, directors or placement holders.[8]

Transfer costs on property going into a REIT

We have found no REIT-specific concession on registration fees, stamp duty, local government tax or source tax on transfers of land and buildings to a REIT trustee. A conveyance into the trust therefore attracts the same charges as any sale, beginning with the 1 per cent registration fee.[10] When the 2025–26 budget cut several of these charges, the government projected combined taxes and fees on a transfer of about 8 to 9 per cent, down from 14 to 15 per cent.[10] Our guide to property registration fees in Bangladesh sets out the current rates. On a Tk 200 crore portfolio, those costs are a material drag on early yield.

Foreign investment in Bangladeshi REITs

The rules are open to foreign capital. Rule 27(1) allows a fund to be raised from any investor, whether resident, non-resident Bangladeshi or foreign, and rule 9(3)(a) contemplates a wholly foreign-owned REIT manager, subject to the higher Tk 30 crore capital threshold.[1] There is no separate restriction on foreign sponsors.[1]

Moving money in and out

Foreign exchange rules supply the route. Under the Bangladesh Bank Guidelines for Foreign Exchange Transactions, non-residents may buy Bangladeshi shares and securities with freely convertible currency sent through banking channels, and dividends and sale proceeds are routed through a Non-resident Investor's Taka Account (NITA).[11] Sale proceeds of listed securities can be repatriated without prior Bangladesh Bank approval, up to the prevailing market price, while unlisted holdings need prior approval and a fair-value basis.[11] Bangladesh Bank has not, to our knowledge, issued a REIT-specific circular, so units in a private-offer REIT should be treated as unlisted for repatriation planning. Our guides to foreign investment law in Bangladesh and capital repatriation cover the wider framework.

Foreign ownership of the underlying property

Because the trustee holds title for the trust, foreign unitholders do not acquire land in their own names. That is one of the structural attractions of the REIT model for overseas investors, who otherwise face the practical restrictions on direct foreign ownership discussed in our guide to buying property in Bangladesh.

Bangladesh, India and Singapore compared

Sponsors and foreign investors usually benchmark Bangladesh against India and Singapore.

India's REIT regime dates from the SEBI (Real Estate Investment Trusts) Regulations 2014, which require at least 80 per cent of assets in completed, income-producing properties, distribution of at least 90 per cent of net distributable cash flows and a minimum asset value of Rs 500 crore, and they permit borrowing up to 49 per cent of asset value subject to conditions.[12] Singapore REITs are subject to a single 50 per cent aggregate leverage limit and a minimum interest coverage ratio of 1.5 times, introduced by the Monetary Authority of Singapore on 28 November 2024.[13] For tax transparency, the trustee and manager undertake to distribute at least 90 per cent of the REIT's taxable specified income.[14]

What the comparison shows

Bangladesh copied the distribution discipline of the mature markets but rejected their reliance on debt and applied a stricter connected-party rule. It also allows stand-alone development schemes, whereas India caps developmental assets at 10 per cent of a REIT's value.[12] The result under REIT regulations Bangladesh is a more conservative product: lower risk for retail investors, but slower growth and heavy dependence on equity fundraising.

Practical hurdles: land title, mutation and valuation

The legal framework is complete; the practical bottleneck is the property. The trustee must ensure that title to every REIT asset is lawfully vested in the trust, and the fund cannot buy encumbered property or property without the required permissions.[1] In Bangladesh, assembling a portfolio of large, clean-titled, income-producing buildings is harder than raising the money.

Title chains and mutation

A REIT needs the same title diligence as any large purchase: a complete chain of registered deeds, record-of-rights (khatian) entries that match the seller, paid land development tax and an up-to-date mutation in the seller's name. Dhaka commercial buildings often stand on land assembled from several plots under landowner joint ventures, multiplying the title chains to verify. After each conveyance, the trustee must mutate the record into the trust's name. Our guides to land mutation and real estate law in Bangladesh cover these steps; for a REIT, the point is that they must be complete before BSEC will accept the asset.

Strata ownership and building approvals

Many income-producing buildings are sold floor by floor, fragmenting ownership. A rental scheme with a seven-year holding requirement needs assets whose ownership, leases and approvals are stable.[1] Missing occupancy certificates and deviations from approved plans regularly surface in diligence.

Valuation risk

Deed values in Bangladesh have historically been set by mouza rates rather than market prices,[10] and valuation was described as the critical challenge when the draft rules were published.[3] The rules respond with independent valuers, rotation, International Valuation Standards and a Commission power to impose its own valuation.[1] Sponsors should expect the trustee's valuer, not their own, to set the price.

A sponsor's checklist for REIT regulations Bangladesh

Before committing resources, a sponsor should be able to answer yes to five questions. Is there an eligible REIT manager and trustee, with the capital and independent board members the rules require? Can the sponsor fund at least 20 per cent of a Tk 200 crore or Tk 300 crore corpus, plus the manager's 2 per cent, and leave that money locked in?[1] Are the target properties unencumbered, free of connected-party links and fully mutated? Does the business plan work without any borrowing? And has the transfer-cost budget been built into the projected yield?

If any answer is no, the right next step is structuring, not filing. TRW's capital markets and real estate investment teams work on both tracks together, so that the Commission's review and the property diligence run in parallel rather than in sequence.

Frequently asked questions

Are there REIT regulations in Bangladesh?

Yes. The BSEC (Real Estate Investment Trust Fund) Rules 2024 were notified on 13 June 2024 and gazetted in July 2024. They are final rules, not a draft, and no amendment has been listed since.[1] [2]

Is the BSEC REIT regime still in draft form?

No. The draft was published for comment in January 2024 and replaced by the final rules, which BSEC posted on its website on 7 August 2024.[3] [5]

What is the minimum size of a REIT in Bangladesh?

Tk 200 crore, or Tk 300 crore for a fund investing exclusively in city corporation areas. Sponsors must subscribe at least 20 per cent and the REIT manager at least 2 per cent.[1]

Can a Bangladeshi REIT borrow money?

No. Rule 28(5) prohibits a REIT fund from borrowing directly or indirectly or engaging in leverage activities.[1]

How is a REIT formed legally?

As a trust under the Trusts Act 1882, with the trust deed registered under the Registration Act 1908 after BSEC has approved the draft deed and scheme. The fund itself must then be registered with BSEC.[1] [6]

How long does BSEC take to register a REIT fund?

Rule 4(4) contemplates registration within 30 days of the application, but the Commission may call for further information within 20 days, which restarts the practical timetable.[1]

Is REIT income taxed in Bangladesh?

Income earned by a BSEC-recognised REIT is excluded from total income under the Sixth Schedule to the Income Tax Act 2023. Distributions to unitholders are not covered by that exemption.[8]

Are there stamp duty or registration concessions for property transferred to a REIT?

We have found none. A transfer to the REIT trustee bears the ordinary registration fee, stamp duty, local government tax and source tax payable on any conveyance.[10]

Can foreigners invest in a Bangladeshi REIT?

Yes. Rule 27(1) allows units to be issued to resident, non-resident Bangladeshi and foreign investors, and listed holdings are handled through a NITA account under Bangladesh Bank rules.[1] [11]

How does a Bangladeshi REIT differ from an Indian or Singapore REIT?

All three require at least 90 per cent distribution, but India permits borrowing up to 49 per cent of asset value and Singapore up to 50 per cent, while Bangladesh bans borrowing altogether.[1] [12] [13]