Bank Resolution and Creditor Safeguards in Bangladesh
Advice for depositors, corporate creditors, correspondent banks, trade finance counterparties, bondholders, investors and borrowers whose position is affected by bank resolution in Bangladesh, including administration, mergers, transfers, bridge banks and liquidation under the 2026 legislation, Bangladesh Bank's directions and the documents that govern each claim.
- Rapid exposure review
- Preserve and claim
- Negotiate outcomes
- Litigate if needed
What bank resolution means for creditors and counterparties
Several Bangladeshi banks have come under severe stress in recent years, and the state's response has moved from informal support to a formal legal framework. Bangladesh Bank can now intervene in a failing bank, replace its board, appoint administrators, transfer assets and liabilities, merge it with another institution or move business to a bridge bank. For anyone holding a claim against a bank, or relying on one for payments, guarantees or trade finance, bank resolution changes the rules. We advise creditors, counterparties, investors and borrowers on protecting their position, as part of our corporate and finance practice.
The legal framework was first introduced by the Bank Resolution Ordinance 2025, issued by the interim government in May 2025. After the February 2026 elections, Parliament passed the Bank Resolution Act 2026 in April 2026 to replace the ordinance in amended form, and Parliament has since amended it further. It gives Bangladesh Bank wide powers over weak banks, sets out the tools available, creates a resolution fund and a dedicated department within the central bank, gives depositors priority if a bank is closed, and provides compensation where shareholders or creditors would lose more in bank resolution than in liquidation.
These powers sit alongside existing law. The Bank Company Act 1991 continues to govern banking companies, including Bangladesh Bank's supervisory powers, and the Companies Act 1994 remains relevant to winding up. Deposit protection rules, Islamic banking requirements for Shariah-based banks and the terms of each creditor's contracts all shape the outcome. As the statute is new and amended, court guidance on its provisions is limited. We follow Bangladesh Bank's orders, notices and directions closely and read them against the legislation and the documents our clients hold, rather than relying on assumptions drawn from other countries' regimes.
For creditors, the practical questions are immediate. Is the claim protected, transferred or left behind? Can set-off or netting still be exercised? Do guarantees, letters of credit and standby credits issued by the bank still work? What happens to collateral held by or for the bank, and to syndicated facilities where it is an agent or lender? Can enforcement continue, or is there a stay? We review contracts, security and correspondence quickly, explain how the bank resolution measure affects each element, and help clients file claims, preserve rights and negotiate with administrators, acquiring banks and Bangladesh Bank.
Many affected parties are outside Bangladesh: correspondent banks, foreign exporters relying on letters of credit, overseas lenders, bondholders and investors. Their documents may be governed by English or New York law while the bank and its assets are here. We work with counsel in the UK, US, UAE, Singapore, India and China to coordinate positions, including on recognition of resolution measures abroad. Barrister Tahmidur Rahman and Barrister Remura Meheruba Mahbub, who advise on banking and finance, lead this work with Adv Syed Wahid on litigation, and clients can reach us through our Dhaka office.
Core workstreams
Four clear stages
- 01Rapid exposure review
- 02Preserve and claim
- 03Negotiate outcomes
- 04Litigate if needed
Talk to a partner
Consultations in Dhaka or by video. Scope, team and fees are agreed in writing first.
Book →How we protect creditors in bank resolution
Exposure review and claim mapping
- Rapid exposure review
- Preserve and claim
- Negotiate outcomes
- Litigate if needed
Trade finance and guarantees
- Rapid exposure review
- Preserve and claim
- Negotiate outcomes
- Litigate if needed
Lenders, bondholders and investors
- Rapid exposure review
- Preserve and claim
- Negotiate outcomes
- Litigate if needed
Borrowers of a failing bank
- Rapid exposure review
- Preserve and claim
- Negotiate outcomes
- Litigate if needed
Set-off, netting and collateral
- Rapid exposure review
- Preserve and claim
- Negotiate outcomes
- Litigate if needed
Challenges and compensation claims
- Rapid exposure review
- Preserve and claim
- Negotiate outcomes
- Litigate if needed
Exposure review and claim mapping
When a bank enters resolution, we review a client's full exposure: deposits, loans, guarantees, letters of credit, derivatives, custody, collateral and payment arrangements. We map each item against the bank resolution measure and the governing documents, identify what is protected, transferred or at risk, and set priorities for action, so management can make informed decisions quickly and report accurately to boards and auditors.
Trade finance and guarantees
Exporters, importers and banks rely on letters of credit, bank guarantees and standby credits issued or confirmed by Bangladeshi banks. We advise on whether these instruments remain payable after resolution, on presentation and demand strategies, on claims against confirming banks and applicants, and on replacing instruments issued by a failing bank before they expire or performance is called, protecting contracts that depend on them.
Lenders, bondholders and investors
We act for lenders, syndicate members, subordinated bondholders and shareholders affected by bank resolution measures, including write-downs, transfers and mergers. We review the terms of instruments and the statutory compensation safeguards, advise on claims and challenges, and represent clients in negotiations with administrators and acquirers. Where institutional investors are involved, we coordinate with their regulators and overseas advisers throughout the bank resolution process.
Borrowers of a failing bank
A bank in resolution, or an acquiring bank, may review, call in or transfer loans. Borrowers need to know whether their facilities, undrawn commitments and security arrangements survive, who now holds the loan, and how to deal with demands, rescheduling and recovery suits. We advise borrowers on their rights, negotiate restructurings and defend proceedings in the Artha Rin Adalat and other courts.
Set-off, netting and collateral
Rights of set-off, close-out netting and collateral enforcement can be affected by stays and transfer powers. We assess whether contractual rights remain exercisable, how they interact with the bank resolution legislation and Islamic finance structures, and the timing of any action. We also help clients recover collateral, custody assets and funds held in escrow or trust that should not form part of the bank's estate.
Challenges and compensation claims
Resolution decisions are administrative acts and can sometimes be challenged where they are unlawful, procedurally unfair or outside the statute. We advise on writ petitions in the High Court Division, statutory compensation claims based on the no-creditor-worse-off principle, and claims against former directors and controlling shareholders whose conduct contributed to the bank's failure, working with forensic accountants and asset tracers where needed to support bank resolution recoveries.
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 →01What powers does Bangladesh Bank have under the bank resolution legislation passed in 2026?
The legislation gives Bangladesh Bank broad powers to deal with a bank that is failing or likely to fail. They include suspending business, restricting shareholder rights, removing and replacing the board, appointing an administrator, transferring all or part of the bank's business to another bank or a bridge bank, arranging mergers and, as a last resort, liquidation. Depositors receive priority if a bank is closed, and compensation is available where shareholders or creditors are left worse off than in liquidation. How these powers are used depends on the orders issued in each case, so the specific order needs careful review.
02Are deposits safe if a Bangladeshi bank enters bank resolution or is merged with another bank?
Depositors receive specific protection. The legislation gives depositors priority if a bank is closed, and the deposit protection scheme covers eligible deposits up to the insured limit. In mergers and transfers, deposits are usually moved to the acquiring or bridge bank, often with temporary limits on withdrawals while the transition is managed. Large corporate deposits above the insured limit carry more risk, particularly where the bank is liquidated rather than transferred. We advise corporate depositors on the status of their funds, on any withdrawal restrictions, and on the steps they can take to protect and recover balances.
03Will a letter of credit or bank guarantee issued by a bank under resolution still be honoured?
It depends on the measure taken and the instrument. If the bank's business is transferred to another bank or a bridge bank, outstanding letters of credit and guarantees may move with it and remain payable. If the bank is placed under restrictions, payment may be delayed or require approval. A confirmation by another bank, particularly a foreign one, gives independent protection. Beneficiaries should present documents and make demands strictly in accordance with the instrument and keep evidence of compliance. We advise beneficiaries, applicants and confirming banks on presentation, payment and recourse during bank resolution.
04Can a creditor exercise set-off against a bank that has entered resolution in Bangladesh?
Contractual and legal rights of set-off may still be available, but they can be affected by stays, transfer orders and the specific provisions of the bank resolution legislation. The answer depends on the timing of the claims, whether the mutual obligations have been transferred to different entities, and the wording of the contracts. Islamic finance arrangements may raise further issues. Acting too early or too late can both cause problems. We review the documents and the resolution orders and advise on whether, when and how to exercise set-off or netting, and how to document the position.
05What happens to a borrower's loan when the lending bank is merged or transferred?
Generally, the loan and its security transfer to the acquiring bank or bridge bank, and the borrower's obligations continue on the same terms unless varied. The new lender may review facilities, reassess risk and seek changes, but it cannot simply ignore the contract. Undrawn commitments and working capital lines may be harder to rely on during bank resolution, so borrowers should plan for possible withdrawal of facilities. We advise borrowers on their rights and obligations after transfer, negotiate continued or replacement facilities, and defend recovery suits or default listings that do not follow the proper procedure.
06Can shareholders or creditors challenge a bank resolution decision in court?
Resolution decisions are made under statutory powers, and the legislation is designed to allow Bangladesh Bank to act quickly, with limited scope for interference. Challenges may still be possible where a decision is outside the statute, procedurally flawed or made in bad faith, usually by writ petition in the High Court Division. Courts are likely to be cautious about disrupting a resolution that protects depositors and financial stability. Compensation claims under the statute may be a more practical route for many affected parties. We assess the strength of any challenge and the alternatives before proceedings are started.
07How are foreign lenders and correspondent banks affected by bank resolution in Bangladesh?
Foreign creditors face the same statutory powers as local creditors, but their documents are often governed by foreign law and their recovery strategy may involve assets abroad. A transfer or merger in Bangladesh may or may not be recognised in another jurisdiction, and actions abroad can affect the position here. Exposure under nostro balances, trade lines, letters of credit and loans needs to be assessed together. We work with the client's home counsel to coordinate bank resolution strategy across jurisdictions, advise on Bangladeshi law aspects of recognition and claims, and engage with administrators and Bangladesh Bank.
08Can former directors and owners be held liable for a bank's failure?
Yes, in appropriate cases. The bank resolution legislation provides for penalties and personal liability for certain violations, and the Bank Company Act 1991, company law, anti-corruption and money laundering laws provide further routes against directors, controlling shareholders and managers who caused losses through misconduct. Recoveries depend on evidence, tracing assets at home and abroad and coordinating with authorities, which can take time. We advise administrators, acquiring banks and creditors on claims against those responsible, and act for individuals defending such claims where there is no conflict of interest in doing so, including in parallel criminal proceedings.
From first call to resolution.
- 01
Rapid exposure review
We collect contracts, security documents, account statements and resolution orders, map the client's exposure across every product and entity, and identify urgent deadlines, stays and actions required in the first days of bank resolution, when options are widest.
- 02
Preserve and claim
We send notices, present documents under credit instruments, file claims with administrators and lodge objections, preserving set-off, security and priority rights while avoiding steps that breach a stay or order and expose the client to sanctions or invalidity.
- 03
Negotiate outcomes
We engage with administrators, acquiring banks, bridge banks and Bangladesh Bank to secure payment, replacement instruments, restructured facilities or agreed transfers, documenting each bank resolution outcome carefully to protect the client's position later.
- 04
Litigate if needed
Where negotiation fails, we pursue writ petitions, compensation claims, recovery suits or claims against those responsible, and coordinate with overseas counsel where assets, contracts or proceedings sit outside Bangladesh, keeping the overall strategy consistent.
“Demonstrates an extraordinary command over both domestic litigation and international arbitration.”
The Legal 500 Asia Pacific, Bangladesh: Dispute resolution, client feedback
Related reading.

Bankruptcy Law in Bangladesh 2026: The Bankruptcy Act 1997, Winding Up, Bank Resolution and Reform

Bank Company Act 1991 Bangladesh: Key Provisions, 2023 Amendments and the 2026 Draft

Banking Law in Bangladesh: Statutes, Regulators and Key Legal Issues (2026)

Bank Guarantee Encashment Disputes in Bangladesh: Rights and Remedies (2026)
All insights →
What is bank resolution, and how does it differ from ordinary insolvency?
Which banks in Bangladesh are affected by bank resolution measures?
What is a bridge bank in the bank resolution framework?
How quickly should creditors act once a bank resolution order is made?
Does bank resolution affect Islamic banking contracts and mudaraba deposits?
Can foreign investors in a Bangladeshi bank lose their investment in a bank resolution?
Are guarantees given by third parties for a bank's borrowers affected by a transfer?
Do you act for acquiring banks and administrators as well as creditors?
Exposed to a bank in resolution? Act now.
Speak with the partners about bank resolution in Bangladesh or across borders.
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