Leasing & Asset Finance in Bangladesh
Leasing and asset finance advice for finance companies, banks, foreign lessors, suppliers and Bangladeshi businesses: structuring finance leases, operating leases and hire purchase, documenting title and security over equipment, vehicles and vessels, managing cross-border approvals and recovering assets when payments stop.
- Assess asset and structure
- Draft and negotiate
- Perfect and close
- Manage and recover
How we advise on leasing and asset finance in Bangladesh
Asset finance is how much of Bangladesh's industry acquires the machinery, vehicles, generators, medical equipment and vessels it needs. Garment and textile factories, pharmaceutical plants, transport operators, hospitals and power producers regularly use finance leases, hire purchase and equipment loans instead of paying cash. We advise finance companies, banks, foreign lessors, equipment suppliers and corporate users on structuring, documenting, securing and enforcing these arrangements. Our work links the finance documents to the asset's real life: delivery, use, insurance, maintenance, transfer and return. It forms part of our corporate and finance practice in Bangladesh.
Most domestic leasing in Bangladesh is provided by finance companies licensed by Bangladesh Bank, which now operate under the Finance Company Act 2023, and by banks offering lease and hire purchase products, including Islamic ijarah and HPSM. Bangladesh Bank rules on classification, provisioning, single borrower exposure, rescheduling and credit information reporting apply to these portfolios. There is no single statute dedicated to leasing or hire purchase, so contract law, the Transfer of Property Act 1882, the Stamp Act 1899, the Companies Act 1994 and asset-specific registration rules together determine how a lease works and how strong the lessor's position is.
The lessor's protection rests on ownership and registration. For vehicles, the financier's interest should be noted in the registration records maintained by the Bangladesh Road Transport Authority. Vessels are registered and mortgaged under the merchant shipping legislation, and aircraft are registered with the Civil Aviation Authority. Charges created by a company over its assets should be filed with the Registrar of Joint Stock Companies within the statutory period. Where these steps are missed, a lessor may find that a liquidator, another creditor or a buyer of the asset has a competing claim that is difficult to defeat.
Cross-border asset finance raises further issues. Foreign lessors and export credit agencies leasing equipment to Bangladeshi companies must consider foreign borrowing and lease approvals through Bangladesh Bank, import and customs treatment of leased equipment, withholding tax on rentals, and the 10% withholding on interest paid to non-residents introduced by the Finance Act 2026 where the structure involves interest. For projects registered with Invest Bangladesh, which replaced BIDA, BEZA and the PPP Authority on 23 August 2026, the investment registration may affect approvals. We map these steps before documents are signed. Early mapping avoids costly rework.
Barrister Tahmidur Rahman leads our finance transactions, with Barrister Remura Meheruba Mahbub advising on banking and foreign investment points and Adv Syed Wahid leading recovery litigation in the Artha Rin Adalat and other courts. We work with counsel in the UK, US, UAE, China, India and Singapore on export credit, aircraft and shipping transactions governed by foreign law. Where a lessee defaults, our dispute resolution team handles repossession and recovery. To discuss a transaction or a portfolio issue, you can contact our Dhaka office for an initial review. Documents can be shared securely.
Core workstreams
Four clear stages
- 01Assess asset and structure
- 02Draft and negotiate
- 03Perfect and close
- 04Manage and recover
Talk to a partner
Consultations in Dhaka or by video. Scope, team and fees are agreed in writing first.
Book →What we handle in leasing and asset finance
Lease and hire purchase documentation
- Assess asset and structure
- Draft and negotiate
- Perfect and close
- Manage and recover
Title, registration and security
- Assess asset and structure
- Draft and negotiate
- Perfect and close
- Manage and recover
Cross-border and export credit leases
- Assess asset and structure
- Draft and negotiate
- Perfect and close
- Manage and recover
Portfolio, vendor and fleet programmes
- Assess asset and structure
- Draft and negotiate
- Perfect and close
- Manage and recover
Refinancing, transfers and securitisation
- Assess asset and structure
- Draft and negotiate
- Perfect and close
- Manage and recover
Default, repossession and recovery
- Assess asset and structure
- Draft and negotiate
- Perfect and close
- Manage and recover
Lease and hire purchase documentation
We draft and review master lease agreements, schedules, hire purchase agreements, equipment loan and hypothecation documents for finance companies, banks and corporate customers. Provisions cover delivery and acceptance, title and risk, rentals and rate changes, insurance, maintenance, use restrictions, events of default, termination sums, early buyout and return conditions, so that each document reflects how the asset is actually used and supports recovery if payments stop. Consistent asset finance documents also make later portfolio sales and audits easier.
Title, registration and security
We make sure the financier's ownership or security interest is properly created and recorded: BRTA registration for vehicles, ship mortgages for vessels, Civil Aviation Authority records for aircraft, RJSC charge filings for corporate lessees, and stamping of documents. We also advise on guarantees, corporate undertakings, assignments of insurance and receivables, and how security over leased assets interacts with other lenders' floating charges and existing hypothecation. Weak registration is a common gap in asset finance files.
Cross-border and export credit leases
For foreign lessors, export credit agencies and international banks, we advise on Bangladesh Bank approvals for foreign leases and supplier credit, import formalities, customs and VAT treatment, withholding tax and treaty relief, and enforceability of foreign law documents in Bangladesh. We prepare Bangladesh-law legal opinions and coordinate with overseas counsel, so that local registration and approval steps are reflected properly in the main asset finance documents. Early approval planning keeps cross-border asset finance deals on schedule.
Portfolio, vendor and fleet programmes
We advise finance companies and equipment suppliers on vendor finance programmes, fleet leasing for transport and logistics businesses, and standard documentation for small and medium enterprise customers. That includes consumer protection and disclosure points, credit information reporting, data protection under the Personal Data Protection Act 2026, digital onboarding and e-signature practice, and the internal processes needed to keep large portfolios consistently documented. Standard asset finance terms are reviewed regularly as rules change. We also review customer complaint handling.
Refinancing, transfers and securitisation
Lessors often refinance or sell lease portfolios to raise funding. We advise on assignment of lease receivables, transfer of title to leased assets, notification of lessees, true sale and security analysis, and structures such as securitisation or asset-backed financing subject to BSEC rules. We also advise lessees on sale and leaseback transactions used to release capital from existing equipment, including tax and accounting interfaces. Each asset finance refinancing is checked for consent and notice requirements.
Default, repossession and recovery
When lessees default, we advise on demand, termination, repossession and sale of assets, recovery of shortfalls through the Artha Rin Adalat, claims against guarantors and participation in insolvency proceedings. We assess whether self-help repossession is permitted by the documents and the law, and when court orders are needed. For lessees, we review claims, negotiate rescheduling under current Bangladesh Bank policy and defend unfair recovery actions. Practical recovery planning starts when the asset finance deal is documented.
Partner-led, on every matter.
Corporate & Finance matters at TRW are led by partners, supported by associates, with one responsible lawyer from first advice to final outcome.
Meet the firm →01Is there a leasing or hire purchase law in Bangladesh?
Bangladesh does not have a single statute dedicated to equipment leasing or hire purchase. Leasing companies are regulated as finance companies under the Finance Company Act 2023 and Bangladesh Bank directions, while banks offering lease products are regulated under banking law. The rights between lessor and lessee come mainly from the contract, read with the Contract Act 1872, the Transfer of Property Act 1882 and asset-specific registration rules. That makes drafting particularly important: the asset finance documents must do much of the work that a dedicated statute might do elsewhere. Careful drafting fills the gaps.
02What is the difference between a finance lease and hire purchase?
In a finance lease, the lessor owns the asset and the lessee pays rentals for its use, usually over most of the asset's economic life, with an option to buy at the end or a residual value arrangement. In hire purchase, the customer hires the asset and becomes owner automatically or on paying a nominal sum once all instalments are paid. The difference affects accounting, tax, VAT, registration and enforcement. Bangladeshi finance companies offer both, and Islamic banks use ijarah and HPSM. We help clients choose the structure that matches their objectives.
03How can a lessor protect itself if the lessee becomes insolvent?
A lessor that retains ownership of the asset is generally in a stronger position than an unsecured creditor, provided ownership is clearly documented, the asset is identifiable and any required registration has been completed. Problems arise where assets are mixed with the lessee's own equipment, moved without consent or not marked. Charges over company assets must be registered with the RJSC. Guarantees and security over other assets add protection. We review asset finance documentation and registration practice so that lessors can establish ownership quickly if winding up or restructuring proceedings begin.
04Can a foreign company lease equipment to a Bangladeshi business?
Yes, but cross-border leases need careful planning. Depending on the structure, Bangladesh Bank approval or reporting may be required for foreign currency rental payments and related borrowing, and the equipment must be imported through customs with appropriate documentation. Withholding tax on rentals paid abroad, VAT and treaty relief all affect the cost. The foreign lessor will also want comfort that its title will be respected and that it can recover the equipment if necessary. We advise on approvals, payment mechanics and local enforcement, working with the lessor's offshore counsel. Timing should be planned early.
05Can a lessor repossess a vehicle or machine without going to court?
The documents usually give the lessor a contractual right to repossess on default, but exercising it must be done lawfully. Using force, intimidation or entering premises without consent can expose the lessor and its agents to civil and criminal liability. In many cases, negotiated surrender, a court order or an Artha Rin Adalat process is the safer route. We advise lessors on lawful repossession procedures and on documenting each step, and we advise lessees whose assets have been taken improperly. Notices and any handover should be recorded in writing.
06How is a ship or vessel financed in Bangladesh?
Vessel finance typically involves a loan or lease secured by a registered ship mortgage under the merchant shipping legislation, with assignments of insurances, earnings and charter income. Inland vessels and ocean-going ships are registered in different ways. Foreign lenders financing Bangladeshi-flagged ships, or Bangladeshi owners acquiring vessels abroad, must also consider foreign exchange approvals and flag registration issues. Vessel arrest under admiralty jurisdiction may be available to enforce claims. We coordinate the Bangladesh-law aspects of these asset finance transactions with shipping counsel abroad. Asset finance for vessels is specialised.
07What should a business check before signing an equipment lease?
The lessee should understand the total cost, including rentals, fees, insurance, taxes and any rate adjustment provisions, as well as maintenance obligations, use restrictions, termination sums and what happens at the end of the lease. It should check whether it needs board or lender consent, whether the lease breaches existing loan covenants and how the transaction will be treated for tax and accounting purposes. Default provisions, cross-default clauses and personal guarantees deserve close attention. We review asset finance proposals for businesses and negotiate changes before commitments are made.
08Does the Personal Data Protection Act 2026 affect leasing companies?
Leasing and finance companies collect substantial personal data about customers, guarantors and drivers for credit assessment, onboarding, recovery and credit information reporting. The Personal Data Protection Act 2026 is relevant to how that data is collected, used, shared with agents and recovery firms, stored and transferred abroad. Portfolio sales and outsourcing arrangements also involve data transfers. We review onboarding forms, privacy notices, recovery agency contracts and data sharing practices so that asset finance operations meet the new requirements alongside Bangladesh Bank's existing rules. Asset finance data practices deserve review.
From first call to resolution.
- 01
Assess asset and structure
We review the asset, the parties, the funding source and any cross-border element, then recommend a lease, hire purchase or secured loan structure and identify the approvals, registrations and tax points that will drive the transaction. Asset finance scope and fees are agreed early.
- 02
Draft and negotiate
We prepare or review the lease, hire purchase or loan documents, supply and maintenance contracts, guarantees and security, negotiating terms that protect our client while remaining practical for the asset's day-to-day use and operation. Open points are tracked closely.
- 03
Perfect and close
We arrange stamping, BRTA, ship or aircraft registration, RJSC charge filings and any Bangladesh Bank approvals, deliver legal opinions where required and confirm conditions precedent before the asset is delivered and funds are released. A full closing set is delivered.
- 04
Manage and recover
During the term, we advise on variations, transfers, refinancing and rescheduling. If default occurs, we pursue negotiated solutions, lawful repossession, Artha Rin Adalat proceedings or insolvency claims to recover the asset or its value. Recovery files are kept complete. Photographs and a signed inventory at handover help to resolve later disputes about the condition of the equipment.
“Demonstrates an extraordinary command over both domestic litigation and international arbitration.”
The Legal 500 Asia Pacific, Bangladesh: Dispute resolution, client feedback
Related reading.

Loan Security Documentation in Bangladesh: Mortgage, Hypothecation and Guarantees (2026)

NBFI and Finance Company Licence in Bangladesh: Step-by-Step Process (2026)

Foreign Loan Approval in Bangladesh 2026: Invest Bangladesh, Bangladesh Bank and the Scrutiny Committee

Artha Rin Adalat Ain 2003: How Bank Loan Recovery Suits Work in Bangladesh (2026)
All insights →
Who provides asset finance in Bangladesh?
Do lease agreements need to be stamped in Bangladesh?
Is VAT payable on lease rentals?
Can a lessee sub-lease or move a leased asset?
What happens at the end of a finance lease?
Can asset finance be used for renewable energy equipment?
How long does recovery of a leased asset take?
How can TRW help with leasing and asset finance?
Financing equipment or vessels in Bangladesh? Talk to us.
Speak with the partners about asset finance in Bangladesh or across borders.
Book a consultation →















