Microfinance Institution Licensing & Governance in Bangladesh
Microfinance institution licensing and governance advice for NGOs, development organisations, funders and boards in Bangladesh: obtaining and keeping an MRA licence, structuring governing documents and boards, managing foreign funding approvals, digital lending partnerships, compliance reviews and regulatory or member disputes.
- Diagnose the position
- Fix structure and governance
- Apply and engage
- Support ongoing operations
Microfinance institution regulation in Bangladesh
Bangladesh has one of the world's most developed microfinance sectors, with hundreds of licensed providers serving millions of borrowers across rural and urban areas. Running a microfinance institution here means operating within a specific statutory regime administered by the Microcredit Regulatory Authority (MRA), alongside the laws that govern the organisation's legal form, funding sources and lending practices. We advise non-governmental organisations, social enterprises, development partners, lenders and boards on licensing, governance, funding and compliance, as part of our corporate and finance practice in Bangladesh. Each microfinance institution faces its own mix of regulatory, funding and governance questions.
The Microcredit Regulatory Authority Act 2006 requires non-governmental organisations conducting microcredit operations to hold a licence from the MRA, and the rules made under it govern licensing conditions, governance, deposit collection from members, loan products, service charges, provisioning, reporting, accounts and audit. The MRA issues circulars and directions that can change practice significantly. Banks, finance companies and Grameen Bank fall outside this licensing regime. Because the rules and circulars are updated regularly, we confirm the current requirements before advising on any licence application, product or structural change. Keep a file of circulars received and when each was applied.
A microfinance institution is typically established first as a society, trust or not-for-profit company under the Societies Registration Act 1860, the Trusts Act 1882 or the Companies Act 1994, and then applies for an MRA licence once it meets the eligibility requirements. Its governing documents, general body, executive committee or board, and the separation of microcredit funds from other programmes must all satisfy MRA expectations. Organisations receiving foreign donations must also register with the NGO Affairs Bureau and obtain project approvals under the Foreign Donations (Voluntary Activities) Regulation Act 2016 before receiving or using those funds.
Governance failures are the most common source of serious trouble. Disputes between founders and boards, related party transactions, weak internal controls, misuse of member savings, inaccurate reporting and poor collection practices can lead to MRA inspections, administrators being appointed, licence suspension or cancellation, and litigation. Lenders and investors in a microfinance institution also need confidence that funds are used as agreed and that governance is sound. We help organisations build governing documents, policies and board practices that work in reality, and we advise them when regulatory or internal disputes arise. Prevention is far cheaper than cure.
Barrister Tahmidur Rahman and Barrister Remura Meheruba Mahbub lead our financial services regulatory work, with Adv Syed Wahid advising on litigation, writ petitions and disputes involving boards, members, staff or the regulator. We work with counsel in the UK, US, UAE, China, India and Singapore when international lenders, impact investors or donors fund Bangladeshi institutions. Related NGO questions are handled with our private client and charities team. To discuss a licence, funding arrangement or governance issue, you can contact our Dhaka office. A short note of your licence status and funding plans helps us prepare.
Core workstreams
Four clear stages
- 01Diagnose the position
- 02Fix structure and governance
- 03Apply and engage
- 04Support ongoing operations
Talk to a partner
Consultations in Dhaka or by video. Scope, team and fees are agreed in writing first.
Book →What we handle for microfinance providers and funders
Entity formation and licence applications
- Diagnose the position
- Fix structure and governance
- Apply and engage
- Support ongoing operations
Governance and board advisory
- Diagnose the position
- Fix structure and governance
- Apply and engage
- Support ongoing operations
Funding, borrowing and donor approvals
- Diagnose the position
- Fix structure and governance
- Apply and engage
- Support ongoing operations
Products, pricing and digital lending
- Diagnose the position
- Fix structure and governance
- Apply and engage
- Support ongoing operations
Compliance reviews and inspections
- Diagnose the position
- Fix structure and governance
- Apply and engage
- Support ongoing operations
Restructuring, mergers and disputes
- Diagnose the position
- Fix structure and governance
- Apply and engage
- Support ongoing operations
Entity formation and licence applications
We advise on the right legal form for a new or restructured organisation, prepare constitutions, memoranda and articles or trust deeds, and assist with registration. We then prepare MRA licence applications with governing documents, financial statements, programme information, governance details and policies, respond to MRA queries and inspections during the application process, and advise on conditions attached to the licence once granted by the Authority. A well-prepared application usually reduces the number of query rounds considerably.
Governance and board advisory
We review and redraft constitutions, board charters, committee structures, delegation of authority and conflict of interest policies so that each microfinance institution meets MRA governance expectations and its own operational needs. We advise boards and general bodies on meetings, elections, removal of members, executive appointments, related party transactions and succession planning, and on resolving founder and board disputes before they escalate into regulatory or court proceedings. Board training on duties and regulatory expectations can also be provided.
Funding, borrowing and donor approvals
We advise on borrowing from banks, PKSF and other wholesale lenders, loan agreements, security and covenant compliance, and on foreign loans and grants from development partners and impact investors. For foreign funding, we address NGO Affairs Bureau registration and project approvals, Bangladesh Bank requirements for foreign borrowing, and the documentation needed so that funds can be received, used and, where relevant, repaid lawfully. Each microfinance institution borrowing facility is checked against constitutional limits and MRA conditions. Donor reporting obligations are mapped as well.
Products, pricing and digital lending
We review loan and savings products, service charge calculations, disclosures, member agreements and collection practices against MRA rules and circulars. We also advise on partnerships with mobile financial services providers, digital onboarding, e-signatures and data sharing, including compliance with the Personal Data Protection Act 2026, so that digital microfinance products can be launched without breaching licensing conditions or member protection requirements. Product reviews also consider member understanding and complaint risk. We also review collection agent contracts and conduct standards.
Compliance reviews and inspections
We carry out legal compliance reviews of licensing conditions, governance, savings management, provisioning, reporting and anti-money laundering procedures, and prepare action plans to address gaps. When the MRA conducts inspections, issues directions or show cause notices, or considers suspension or administration, we advise on responses, remedial measures and hearings, aiming to protect the licence and the interests of members and staff. Findings are reported clearly, with priorities and realistic timelines for remediation. We can also support the board in presenting the plan to the MRA.
Restructuring, mergers and disputes
We advise on mergers between providers, transfers of portfolios, conversion of programmes, voluntary surrender of licences and orderly wind-down where an institution cannot continue. We also act in disputes with lenders, donors, staff, members and the regulator, including writ petitions in the High Court Division, recovery proceedings and arbitration, seeking outcomes that protect members' savings and the organisation's long-term mission. Member interests remain central throughout any restructuring. Communication with members, staff and lenders is planned carefully.
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 →01Who needs an MRA licence to operate a microfinance institution?
Non-governmental organisations that carry out microcredit operations in Bangladesh, including lending to members and collecting member savings, generally need a licence from the Microcredit Regulatory Authority. Conducting microcredit without a licence is prohibited and can lead to penalties and closure. Banks, finance companies and certain statutory bodies are regulated separately and do not need an MRA licence for their lending. Whether a particular programme falls within the regime depends on its activities and structure, so we review the facts, including any partner-led lending and savings collection, before advising whether an organisation must apply as a licensed microfinance institution.
02What does the MRA look at in a licence application?
The MRA considers the organisation's legal registration, governing documents, governance structure, financial position, size and quality of the existing microcredit programme, sources of funds, internal controls, accounts and audit reports, and the experience and integrity of its management and board. Applicants must show that member savings will be protected and that the programme is sustainable. Eligibility thresholds and documentation requirements are set by the rules and MRA circulars and change from time to time. We prepare applications that present a consistent, well-documented picture and anticipate the questions the Authority is likely to raise.
03Can a microfinance institution collect deposits from the public?
Licensed providers can generally collect savings from their members under the conditions set by the MRA rules, including limits, record keeping and use of funds, but they cannot take deposits from the general public like a bank. Taking deposits outside the permitted framework can breach banking and microcredit laws and lead to serious consequences. Member savings must be properly accounted for and protected. We review savings products and policies to make sure each microfinance institution stays within the permitted scope and manages member funds with appropriate safeguards. Written savings policies should cover withdrawals, interest and record keeping.
04Can a microfinance institution receive foreign funding?
Yes, but approvals are needed. Foreign grants to NGOs require registration with the NGO Affairs Bureau and project approval under the Foreign Donations (Voluntary Activities) Regulation Act 2016 before funds are received and used. Foreign loans raise additional issues, including Bangladesh Bank requirements for foreign borrowing, MRA conditions on sources of funds, and the organisation's own constitutional powers. Impact investors and development partners also expect strong governance and reporting. We advise on the correct approval route and draft funding agreements that reflect Bangladeshi requirements and the funder's priorities. Funding timetables should allow for each approval before money moves.
05What governance structure does the MRA expect?
The MRA expects a clear separation between the general body, the governing board or executive committee and management, with defined powers, regular meetings, proper minutes, conflict of interest controls and independent audit. Family control and concentration of power in founders can raise concerns, especially in related party dealings. Policies on lending, savings, human resources, procurement and internal audit should be approved and followed. We review existing structures against current MRA expectations and good practice, and recommend changes that are practical for the organisation's size and history. We usually phase changes, with board resolutions and updated policies, so operations continue.
06Can the MRA suspend a licence or take over an institution?
Yes. Where a licensed provider breaches the law, licence conditions or MRA directions, or where its management threatens members' interests, the Authority has powers that can include directions, penalties, suspension or cancellation of the licence and the appointment of an administrator in serious cases. These measures seriously affect members, staff and lenders. Early, cooperative engagement and a credible remedial plan often lead to better outcomes. We advise boards facing regulatory action and, where appropriate, challenge decisions through review or proceedings in the High Court Division. Boards should gather compliance evidence and minute decisions before responding to any notice.
07Can a microfinance institution partner with a mobile financial services provider?
Partnerships with mobile financial services providers for loan disbursement, repayment collection and savings are increasingly common and can reduce cash handling risk. They must comply with MRA rules on products and operations, Bangladesh Bank rules governing the mobile financial services provider, and data protection requirements under the Personal Data Protection Act 2026. Contracts should address responsibilities, fees, data sharing, reconciliation, fraud and member complaints. We review and negotiate these partnership agreements and advise on the regulatory approvals or notifications that may be needed before launch. A small pilot before full launch helps test reconciliation and complaint handling.
08How are disputes with borrowers or members resolved?
Most disputes are resolved through the institution's own complaint procedures and negotiation, and the MRA expects fair treatment and collection practices. Where court recovery is needed, the route depends on the amount and documents, and mediation may be required before certain suits in districts where the Legal Aid Services (Amendment) Act 2026 scheme operates. Aggressive collection can create legal and reputational risk. We advise each microfinance institution on lawful recovery policies, documentation that supports enforcement, and handling disputes that reach the courts or the regulator. Signed loan documents and repayment histories are essential evidence for any recovery step.
From first call to resolution.
- 01
Diagnose the position
We review the organisation's legal form, governing documents, licence status, funding sources and current operations, then identify the regulatory requirements, risks and approvals relevant to its objectives and timetable. Scope and fees are agreed early. Priorities are set with management.
- 02
Fix structure and governance
We redraft governing documents and policies, advise the board on decisions and appointments, and resolve gaps in registrations or approvals, so that the organisation presents a sound and consistent position to regulators and funders. Board approvals are documented properly.
- 03
Apply and engage
We prepare MRA, NGO Affairs Bureau and other applications or responses, coordinate supporting documents, attend meetings with regulators where needed, and follow matters through to licence grant, approval or closure of inspection findings. Progress is reported to the board regularly.
- 04
Support ongoing operations
We advise on new products, funding agreements, digital partnerships, compliance reviews, regulatory directions and disputes, helping the microfinance institution adapt as rules, technology and its member base change over time. We also review policies annually against new MRA circulars and update board materials accordingly.
“Demonstrates an extraordinary command over both domestic litigation and international arbitration.”
The Legal 500 Asia Pacific, Bangladesh: Dispute resolution, client feedback
Related reading.

Islamic Finance in Bangladesh: Shariah Banking, Sukuk, Takaful and Microfinance Law (2026)
Before the Grant Arrives: Legal Due Diligence for Foreign-Funded NGOs in Bangladesh
Two Rival Boards, One Institution: Who Can Sign Contracts and Operate Bank Accounts?

NBFI and Finance Company Licence in Bangladesh: Step-by-Step Process (2026)
All insights →
What is a microfinance institution in Bangladesh?
Can a company be licensed as a microfinance institution?
Is there a cap on microcredit service charges?
Do microfinance institutions need audited accounts?
Can a microfinance institution borrow from PKSF or banks?
What happens if a board dispute paralyses the institution?
Does the Personal Data Protection Act 2026 apply to microfinance?
How can TRW help a microfinance institution?
Need clarity on MRA licensing or governance? Contact us.
Speak with the partners about microfinance institution in Bangladesh or across borders.
Book a consultation →















