Foreign Investment Screening and National Security Review

by Barrister Tahmidur Rahman | Sep 15, 2026

Trade, Competition & RegulationSecurity reviews in cross-border deals9 min read

Foreign Investment Screening and National Security Review

Advice on foreign investment screening and national security review for transactions with a Bangladesh connection: foreign investors entering sensitive Bangladeshi sectors, and Bangladeshi groups investing in the UK, US, EU, India and other jurisdictions with screening regimes, coordinated with local counsel.

Overview

Foreign investment screening and Bangladesh: two directions of review

Governments worldwide now review foreign acquisitions and investments that may affect national security, critical infrastructure, sensitive technology or data. Foreign investment screening can delay or block a deal, impose conditions on governance and data access, or even unwind a completed transaction. For clients with a Bangladesh connection, the question arises in two directions: foreign investors coming into sensitive Bangladeshi sectors, and Bangladeshi businesses and individuals investing abroad. We advise on both as part of our corporate and investment practice, working with our regulatory team. Foreign investment screening is now routine in strategic deals.

Bangladesh does not have a single, stand-alone foreign investment screening statute of the kind found in the United States, the United Kingdom or the European Union. Instead, security considerations enter through several routes: sectors reserved for the state or closed to private investment, such as arms and military equipment, nuclear energy production and security printing; sector licensing in areas such as telecommunications, banking, insurance, energy and ports; security clearance requirements for certain licences, projects and foreign personnel; and approvals on land, foreign exchange and investment registration. Together, these work as a de facto screening system.

Investment registration is now handled by Invest Bangladesh, which since 23 August 2026 has absorbed the former functions of BIDA, BEZA and the PPP Authority under the Invest Bangladesh Act 2026, while BEPZA and the Hi-Tech Park Authority remain separate. How security considerations are applied within the new authority's procedures is still developing. Investors in sensitive sectors, or from countries that raise geopolitical sensitivities, should expect closer scrutiny from sector regulators and security agencies, and should plan for it in deal timetables and conditions. Foreign investment screening practice may evolve. Early engagement with regulators helps.

Outbound, Bangladeshi groups face screening abroad. India requires government approval for investments by entities of countries sharing a land border with it, which includes Bangladesh, under its 2020 policy change. The United Kingdom's National Security and Investment Act 2021 requires mandatory notification in seventeen sensitive sectors. The United States reviews certain transactions through CFIUS, and EU member states operate their own screening regimes under an EU framework. Bangladeshi investors buying businesses, property near sensitive sites or technology companies abroad must factor these regimes in from the start. Foreign investment screening abroad is now a standard deal workstream.

Our role is to identify screening risk early, organise the facts that regulators will examine, coordinate with counsel in each jurisdiction, and build the results into deal documents and timetables. Barrister Tahmidur Rahman and Barrister Remura Meheruba Mahbub lead our transactional and investment work, and we work with counsel in the UK, US, UAE, China, India and Singapore. We also advise on Bangladeshi foreign exchange rules for outbound investment. To discuss a transaction, contact our Dhaka office before signing, when screening strategy still shapes the deal. We work in Bangla and English.

01 · What we handle

Core workstreams

  • Screening risk assessment
  • Inbound sensitive-sector entry
  • Outbound investment reviews
  • Transaction documents
02 · How it runs

Four clear stages

  1. 01Identify triggers
  2. 02Prepare the record
  3. 03Negotiate and document
  4. 04Close and comply
03 · Start here

Talk to a partner

Consultations in Dhaka or by video. Scope, team and fees are agreed in writing first.

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How we help

How we help investors and deal teams

Workstream 01Trade, Competition & Regulation

Screening risk assessment

  • Identify triggers
  • Prepare the record
  • Negotiate and document
  • Close and comply
Workstream 02Trade, Competition & Regulation

Inbound sensitive-sector entry

  • Identify triggers
  • Prepare the record
  • Negotiate and document
  • Close and comply
Workstream 03Trade, Competition & Regulation

Outbound investment reviews

  • Identify triggers
  • Prepare the record
  • Negotiate and document
  • Close and comply
Workstream 04Trade, Competition & Regulation

Transaction documents

  • Identify triggers
  • Prepare the record
  • Negotiate and document
  • Close and comply
Workstream 05Trade, Competition & Regulation

Mitigation and conditions

  • Identify triggers
  • Prepare the record
  • Negotiate and document
  • Close and comply
Workstream 06Trade, Competition & Regulation

Investor profile and records

  • Identify triggers
  • Prepare the record
  • Negotiate and document
  • Close and comply
01

Screening risk assessment

We assess whether a proposed transaction may engage foreign investment screening or security review, by mapping the investor's ownership and governance, the target's activities, assets, data and locations, and the rights being acquired. We identify the jurisdictions involved, mandatory and voluntary filing triggers, and the likely timetable, so that deal teams can price and plan for regulatory risk before signing. Foreign investment screening risk is recorded.

02

Inbound sensitive-sector entry

For foreign investors entering Bangladesh, we review sector restrictions, licensing conditions, security clearance requirements and ownership limits in sectors such as telecommunications, energy, ports and logistics, financial services, data centres and defence-adjacent manufacturing. We advise on structures, joint ventures and governance arrangements that address regulators' concerns while protecting the investor's commercial position. Local partners are vetted for ownership, government links and compliance history before terms are agreed.

03

Outbound investment reviews

For Bangladeshi investors acquiring businesses abroad, we coordinate with counsel in each target jurisdiction on screening filings, information requests and mitigation. We prepare the Bangladesh-side information regulators typically ask for, such as ownership, source of funds, government links and group structure, and advise on Bangladesh Bank and foreign exchange rules governing outbound investment. Foreign investment screening filing timetables in each country are mapped together, and approvals and conditions are tracked in one schedule so closing is not delayed.

04

Transaction documents

We draft and negotiate screening-related provisions in share purchase, subscription and joint venture agreements: conditions precedent, cooperation and information obligations, long-stop dates, risk allocation if approval is refused or conditioned, and termination rights. Well-drafted clauses prevent disputes when a regulator's review takes longer than expected or imposes conditions that one party does not accept. Long-stop dates are tested against realistic review periods, so parties are not forced to walk away while a review is still running.

05

Mitigation and conditions

Where a regulator proposes conditions, such as limits on board representation, ring-fencing of sensitive data, local management requirements or supply commitments, we help clients assess and negotiate them with counsel abroad and in Bangladesh. We then build the agreed conditions into governance documents and compliance processes, so that they can be monitored and reported on accurately after completion. Responsibility for monitoring and reporting each condition is given to a named officer with clear reporting lines to the board.

06

Investor profile and records

Screening authorities look closely at who ultimately owns and controls an investor. We help Bangladeshi groups and foreign investors prepare clear, accurate ownership charts, beneficial ownership information and narratives about government links, financing and strategic intent, consistent across every filing, because inconsistent answers to different regulators create avoidable delay and suspicion. Charts and narratives are kept current, so later filings and responses to regulators start from an accurate record.

RecognitionThe Legal 500Asia Pacific ranks Tahmidur Remura Wahid (TRW) Law Firm for dispute resolution in Bangladesh.
Cross-border reach6 jurisdictionsMatters coordinated with counsel in the UK, US, UAE, China, India and Singapore.
Bar and admissionsDhaka and LondonBarristers and advocates in Bangladesh, with a solicitor of England and Wales (non-practising).
HeadquartersDhakaHouse 410, Road 29, Mohakhali DOHS. Consultations in person or by video.
Who leads this work

Partner-led, on every matter.

Trade, Competition & Regulation matters at TRW are led by partners, supported by associates, with one responsible lawyer from first advice to final outcome.

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01

Does Bangladesh have a formal foreign investment screening regime like CFIUS or the UK NSI Act?

Not in the form of a single national security screening statute. Security considerations are applied through reserved sectors closed to private investment, sector licensing regimes with ownership and security conditions, security clearance for certain licences, projects and foreign personnel, and approvals on land, foreign exchange and investment registration, now handled through Invest Bangladesh. In practice, a foreign investor in a sensitive sector may face scrutiny from several agencies. We map those touchpoints for each transaction, so that the investor understands where foreign investment screening effectively happens in Bangladesh and how long it may take.

02

Which sectors in Bangladesh are most sensitive for foreign investors?

Sectors reserved for the state, such as arms and military equipment, nuclear energy production and security printing, are generally closed. Beyond those, sensitivity is highest in telecommunications, internet infrastructure and data centres, power and energy, ports and logistics, aviation, banking and financial services, media, and businesses holding large volumes of personal data. Some of these have ownership caps or licensing conditions, and regulators may seek security clearance on investors and key personnel. We review the current sector rules and licence conditions for each target before a deal is structured. Data and technology businesses deserve particular care.

03

Does India's screening rule apply to Bangladeshi investors?

Yes. Since 2020, India has required prior government approval for foreign investment by an entity of a country that shares a land border with India, or where the beneficial owner of the investment is situated in or is a citizen of such a country. Bangladesh is one of those countries. This means Bangladeshi companies and individuals investing in Indian companies generally need approval, even in sectors otherwise open to automatic investment. The definition of beneficial ownership can catch indirect holdings. We coordinate with Indian counsel on foreign investment screening filings and timing for Bangladeshi investors.

04

Do Bangladeshi investors need clearance under the UK National Security and Investment Act?

Possibly. The National Security and Investment Act 2021 requires mandatory notification and approval before completing acquisitions of control in entities active in seventeen sensitive sectors, such as energy, communications, data infrastructure, defence and artificial intelligence, and allows the government to call in other transactions. The test depends on the target's activities, not the investor's nationality, so Bangladeshi investors are treated like any other foreign or domestic acquirer. We work with UK counsel to assess whether a filing is needed and to prepare the investor information required, starting with the target's activities against the sector definitions.

05

How long does foreign investment screening usually add to a cross-border deal timetable?

It varies widely by jurisdiction, sector and complexity. Some regimes have statutory review periods, often with an initial phase followed by an extended review where concerns arise, and periods can pause while information requests are answered. Informal pre-filing discussions also take time. Bangladesh's sector-based processes do not always have fixed periods. We advise building realistic periods into conditions precedent and long-stop dates, preparing information in advance, and agreeing early how the parties will handle extended reviews, so that foreign investment screening does not cause a deal to collapse. Foreign investment screening timetables need float.

06

What information do screening authorities usually ask about the investor?

Expect questions about the full ownership chain and ultimate beneficial owners, board members and senior management, links to any government, state-owned entity or military body, sources of financing, other investments in the sector, and the investor's plans for the target, including access to data, technology and sites. Inconsistencies between filings in different countries, or with public information, attract attention. We help investors prepare a coherent investor profile and supporting documents, aligned with the Bangladeshi corporate and beneficial ownership records that authorities may also check. Every answer is checked against earlier filings and public records before submission.

07

Can a completed transaction be unwound after completion on national security grounds?

In several jurisdictions, yes. Some screening regimes allow governments to review transactions after completion, particularly where a mandatory filing was missed or new concerns emerge, and to order divestment or impose conditions. Completing a notifiable transaction without approval can also make it void or expose parties to penalties. This is why screening risk must be identified before signing rather than after. We help clients review past acquisitions to see whether an approval was missed, and whether a voluntary notification or other remedial step is advisable in a particular foreign investment screening regime.

08

How do Bangladesh's foreign exchange rules affect outbound investments that need screening?

Outbound investment by Bangladeshi residents is controlled under foreign exchange regulation administered by Bangladesh Bank, and generally requires approval or must fall within permitted categories. A deal may therefore need both Bangladeshi foreign exchange approval and screening clearance in the target jurisdiction, each on its own timetable. The two processes should be planned together, because a foreign regulator may ask about the source and lawful export of funds. We advise on structuring outbound investment lawfully and aligning the information given to Bangladesh Bank and foreign screening authorities. Funding and signing dates should be set once both approval periods are understood.

How a matter runs

From first call to resolution.

  1. 01

    Identify triggers

    We map the investor, target, rights acquired and jurisdictions involved to identify foreign investment screening, sector licensing and security clearance requirements, and estimate realistic timetables before signing. Foreign investment screening risks are ranked by likelihood and impact, costs are estimated and priorities are agreed with you.

  2. 02

    Prepare the record

    We assemble consistent ownership, governance and business information, coordinate with counsel abroad, and prepare filings or pre-filing submissions so that each authority receives accurate, aligned information. Gaps in the information are closed and each draft is cross-checked against the others before anything is filed.

  3. 03

    Negotiate and document

    We negotiate conditions precedent, cooperation duties, long-stop dates and risk allocation in the deal documents, and engage with authorities on information requests and any proposed mitigation conditions. Regulator questions are answered promptly against a tracked timetable, so review periods do not run on unnoticed.

  4. 04

    Close and comply

    After clearance we help implement conditions, update governance and reporting processes, and monitor ongoing obligations, advising promptly if authorities raise later questions about the investment. Compliance records are maintained, and changes in ownership or control are reported where the conditions require.

“Demonstrates an extraordinary command over both domestic litigation and international arbitration.”

The Legal 500 Asia Pacific, Bangladesh: Dispute resolution, client feedback

FAQ

Questions, answered.

Still unsure? Email info@trw.co with a short outline of the matter.

What is foreign investment screening?
Foreign investment screening is a government review of investments by foreign persons, or sometimes any investor, in businesses or assets that may affect national security or public order. Reviews typically focus on control, access to sensitive technology, data or infrastructure, and the investor's links to foreign governments. Outcomes range from clearance to conditions, prohibition or, in some regimes, divestment after completion. Foreign investment screening has expanded rapidly over the past decade, and many countries now review a wider range of sectors, smaller stakes and even greenfield projects. Investors should assume that strategic deals will be examined somewhere along the way.
Is foreign investment screening the same as merger control?
No. Merger control examines effects on competition, while screening examines national security and public order. A transaction may need both, with different authorities, tests and timetables. In Bangladesh, merger control falls under the Competition Act 2012 and the Bangladesh Competition Commission, while security considerations are applied through sector regulators and security agencies. Deal teams should plan both processes together, because information given to one authority may be shared with or requested by another, and conditions imposed in one review can affect the other. A single coordinated timetable and consistent filings reduce the risk of conflicting outcomes.
Does Invest Bangladesh screen foreign investors on security grounds?
Invest Bangladesh handles investment registration and related services after the merger of BIDA, BEZA and the PPP Authority in 2026. How security considerations are integrated into its procedures is still developing. In sensitive sectors, the main scrutiny currently comes through sector licensing and security clearance, and investors should plan for both. Foreign investment screening in Bangladesh may become more formal as the new authority's procedures develop, so investors should watch for guidance and avoid relying on older BIDA-era practice. We monitor developments and confirm the current position at the start of each transaction.
Are minority investments caught by foreign investment screening regimes?
Often yes. Many regimes catch minority stakes above certain thresholds, or acquisitions of board rights, veto rights or access to sensitive information, even without majority control. India's land-border rule applies to investments of any size by covered investors. Each regime's thresholds must be checked for the specific rights being acquired. Rights such as board seats, information rights, technology access and vetoes over strategic decisions can matter more than the percentage held, so term sheets should be reviewed for screening triggers before they are agreed. Foreign investment screening analysis is part of structuring, not an afterthought.
Do real estate purchases abroad raise screening issues?
They can. Some countries review foreign acquisitions of land near military bases, ports or critical infrastructure, and some restrict foreign ownership of agricultural or residential land. Bangladeshi investors buying property abroad should check these rules, alongside Bangladesh's own foreign exchange requirements for outbound investment. Some jurisdictions also screen leases and long-term property interests, not only outright purchases. A short pre-acquisition review of location and use can identify a problem before deposits are paid or exchange takes place, when withdrawing is still straightforward.
Can screening conditions abroad affect an existing Bangladeshi business?
Yes. Where a foreign authority imposes conditions on a Bangladeshi investor's acquisition, the conditions may require changes to group governance, data sharing, intra-group services or supply arrangements. These need to be implemented and monitored, and may affect how the Bangladeshi parent manages its new subsidiary. Bangladeshi boards should understand these obligations before signing, because breach can lead to penalties abroad and damage relationships with regulators who may review later transactions by the same group. Conditions should be reflected in intra-group agreements and board reporting.
What if a deal was completed without a required screening filing?
The consequences depend on the regime and can include voidness, penalties, retrospective review or divestment orders. Parties who discover a missed filing should take advice promptly on whether to make a retrospective notification and how to present the circumstances. Early, transparent engagement is usually treated better than discovery by the authority. We help parties assess exposure, prepare the factual chronology and coordinate the approach with counsel in each affected jurisdiction, so that the response is consistent and the risk of further penalties is reduced. Records of the original decision-making will usually be important.
Can TRW file screening notifications in other countries?
Filings in foreign jurisdictions are made by counsel qualified there. We coordinate the process for clients with a Bangladesh connection, preparing Bangladesh-side information, aligning filings across jurisdictions and advising on the Bangladeshi law aspects, working with counsel in the UK, US, UAE, China, India and Singapore and elsewhere. This model gives clients one coordinating team with a clear view of the whole foreign investment screening picture, while each filing is handled by lawyers qualified to make it, and Bangladeshi law questions are answered by us directly.

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