Receivables Finance, Factoring and Supply Chain Finance in Bangladesh

by Barrister Tahmidur Rahman | Sep 20, 2026

Corporate & FinanceWorking capital for Bangladesh trade8 min read

Receivables Finance, Factoring and Supply Chain Finance in Bangladesh

Supply chain finance, factoring and receivables finance for Bangladeshi exporters, overseas buyers, local and foreign banks, platforms and trade funds: we align the sale contracts, assignment documents, payment flows and Bangladesh Bank requirements so that receivables can be funded, collected and enforced with confidence.

Overview

Supply chain finance and factoring for Bangladesh trade flows

Bangladesh's export industries, from ready-made garments and leather to pharmaceuticals, jute and IT services, run on long payment terms set by overseas buyers. That gap between shipment and payment is where supply chain finance, factoring and receivables finance come in. We advise Bangladeshi exporters and suppliers, international buyers running supplier finance programmes, local and foreign banks, finance companies and trade funds on structuring and documenting these arrangements. The work, which often involves several jurisdictions at once, sits within our corporate and finance practice in Bangladesh. Our role is to make each supply chain finance arrangement work under Bangladesh law.

The legal questions are practical. Does the supplier own a receivable that can be sold or assigned, or is it subject to a buyer's set-off rights, a bank's prior charge or a no-assignment clause? Under which law is the assignment effective, and does the debtor need to be notified? Where will the overseas buyer pay, and does that payment route satisfy Bangladesh Bank's rules on export proceeds? A receivable that looks clean on an invoice can prove difficult to fund if any of these points is left open, and funders increasingly ask for written answers before a programme is approved.

Foreign exchange control is central to any cross-border arrangement involving a Bangladeshi exporter. Export proceeds must generally be repatriated to Bangladesh through an authorised dealer bank within the period and in the manner Bangladesh Bank prescribes, and the export documentation must match the payment received. A factoring or supply chain finance structure that pays a foreign funder directly, discounts the invoice offshore, or nets payments against other obligations needs to be checked against those rules. Import-side programmes, where a Bangladeshi buyer pays a foreign supplier on extended terms, raise their own questions about deferred payment and trade credit.

Domestic law also matters. The Secured Transactions (Movable Property) Act 2023 introduced a framework for security over movable assets, including receivables, with registration intended to give funders priority and publicity. Company charges still need registration with the Registrar of Joint Stock Companies, and stamp duty applies to many instruments. For buyer-led programmes, the relationship between the procurement contract, the platform terms and the funder agreement has to be consistent. Barrister Tahmidur Rahman leads our trade and receivables finance work, with Barrister Remura Meheruba Mahbub advising on banking and regulatory aspects. Supply chain finance documents should reflect all of these points.

We work with counsel in the UK, US, UAE, China, India and Singapore, where many buyer programmes and trade funds are documented, and we give the Bangladesh law input those transactions need. We also act when things go wrong: unpaid invoices, disputed assignments, buyer insolvency, fraud in the documents or conflicts between a factor and a supplier's bank. Those matters are handled with Adv Syed Wahid and our dispute resolution practice. Whether you are setting up a supply chain finance programme or funding a single receivables pool, we can review the structure before it goes live.

01 · What we handle

Core workstreams

  • Export receivables financing
  • Buyer-led supplier finance programmes
  • Assignment and transfer documentation
  • Security, priority and registration
02 · How it runs

Four clear stages

  1. 01Map the trade flow
  2. 02Choose the structure
  3. 03Document and perfect
  4. 04Operate and enforce
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

Receivables and trade finance services

Workstream 01Corporate & Finance

Export receivables financing

  • Map the trade flow
  • Choose the structure
  • Document and perfect
  • Operate and enforce
Workstream 02Corporate & Finance

Buyer-led supplier finance programmes

  • Map the trade flow
  • Choose the structure
  • Document and perfect
  • Operate and enforce
Workstream 03Corporate & Finance

Assignment and transfer documentation

  • Map the trade flow
  • Choose the structure
  • Document and perfect
  • Operate and enforce
Workstream 04Corporate & Finance

Security, priority and registration

  • Map the trade flow
  • Choose the structure
  • Document and perfect
  • Operate and enforce
Workstream 05Corporate & Finance

Regulatory and licensing questions

  • Map the trade flow
  • Choose the structure
  • Document and perfect
  • Operate and enforce
Workstream 06Corporate & Finance

Collections, disputes and recovery

  • Map the trade flow
  • Choose the structure
  • Document and perfect
  • Operate and enforce
01

Export receivables financing

We advise Bangladeshi exporters and their funders on financing open-account export receivables through discounting, factoring, forfaiting and receivables purchase. Our review covers the sales contract, invoices, shipping and export documents, payment terms, the authorised dealer bank's role and the repatriation of proceeds, so that the funding arrangement and the Bangladesh Bank export process work together rather than against each other at the point of collection. Recourse terms are reviewed closely.

02

Buyer-led supplier finance programmes

International buyers and platforms increasingly offer early payment to Bangladeshi suppliers through reverse factoring and other supply chain finance programmes. We review programme terms, supplier onboarding documents and funder agreements from the supplier and Bangladesh law perspective, covering assignment, payment undertakings, set-off waivers, data sharing, termination and how proceeds are received and accounted for in Bangladesh by the supplier and its bank. Supplier concerns are raised early.

03

Assignment and transfer documentation

We draft and review receivables purchase agreements, assignment deeds, notices and acknowledgements to debtors, payment direction letters and collection account arrangements. Particular attention goes to no-assignment clauses, governing law conflicts between the supply contract and the funding documents, future receivables, eligibility criteria, repurchase obligations and the treatment of credit notes, returns and disputed invoices. These points are central to any supply chain finance programme. We also align the supply contract, funding documents and debtor notices so that the same assignment position runs through all of them.

04

Security, priority and registration

Where receivables are financed on a secured basis rather than sold outright, we advise on taking and perfecting security under Bangladesh law. That includes registration under the Secured Transactions (Movable Property) Act 2023 framework, charge registration with the Registrar of Joint Stock Companies, stamp duty and priority against existing bank lenders, many of whom already hold hypothecation over a supplier's book debts. Searches of both registries come first.

05

Regulatory and licensing questions

Funders entering Bangladesh often ask whether factoring or receivables purchase is a regulated activity, whether they need a local licence or a partner bank, and how fees and discounts can be remitted abroad. We advise on the position under banking, finance company and foreign exchange rules, on withholding tax and on the data protection issues raised by sharing debtor information across borders under the Personal Data Protection Act 2026.

06

Collections, disputes and recovery

When a receivable is not paid, the first questions are always who owns the claim and who is entitled to sue. We advise factors, banks and suppliers on collection strategy, notices, set-off and dilution claims, buyer insolvency, documentary fraud and claims between competing funders. Where proceedings are needed in Bangladesh or abroad, we coordinate the litigation or arbitration with our disputes team and with counsel in other jurisdictions.

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.

Corporate & Finance 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

Can a Bangladeshi exporter sell its export receivables to a foreign factor or bank?

Often yes, through factoring or supply chain finance, but the structure must fit the export proceeds rules. Bangladesh Bank requires export proceeds to be repatriated through an authorised dealer bank and reconciled with the export documents. If the overseas buyer pays a foreign factor directly, the exporter still needs the Bangladesh side of the transaction to show that proceeds were realised properly. Many programmes therefore route payment through the exporter's bank in Bangladesh, or involve that bank as a party. We review the proposed flow with the factor, the exporter and its bank before the first invoice is financed.

02

What is the difference between factoring and supply chain finance?

Factoring is usually supplier-led: the supplier sells or assigns its invoices to a factor, which advances cash and collects from the buyer, with or without recourse to the supplier. Supply chain finance is often used to describe buyer-led programmes, such as reverse factoring, where the buyer approves invoices and a funder pays suppliers early at a discount based on the buyer's credit. In practice the terms are used loosely in the market, so the documents matter more than the label. Each structure allocates credit risk, dilution risk and payment obligations differently, and each raises different Bangladesh legal questions.

03

Our overseas buyer offers a supply chain finance programme. What should a Bangladeshi supplier check?

First, look at who the funder is, whether invoices are sold outright or financed with recourse, what the supplier warrants about each invoice, and what happens if the buyer disputes goods after payment. Check whether the programme conflicts with existing hypothecation or loan covenants given to the supplier's Bangladesh bank, which often cover all book debts. Confirm where early payment will be received and how it will be matched to export documents for Bangladesh Bank purposes. Finally, review data sharing, fees, termination and governing law terms, which are usually set by the buyer and rarely negotiated.

04

Does a no-assignment clause in the buyer contract prevent receivables finance?

It can, in some cases. Whether a contractual ban on assignment defeats an assignment, makes it a breach, or has no effect against the funder depends on the governing law of the contract and sometimes on statute in that country. Many overseas buyer contracts with Bangladeshi suppliers are governed by English, US state or EU member state law, which treat these clauses differently. A funder should check the clause and its governing law before purchase and consider obtaining the buyer's consent or acknowledgement. We review the clause and coordinate with foreign counsel where an opinion is needed.

05

How do existing bank charges over book debts affect receivables finance in Bangladesh?

Bangladeshi companies, particularly exporters, frequently grant their working capital banks hypothecation or floating charges over present and future book debts. A later sale or assignment of receivables to a factor may breach those arrangements or leave the factor competing with the bank for the same cash. Before a programme starts, the existing security and loan documents should be checked, charges registered at the Registrar of Joint Stock Companies searched, and a release, consent or intercreditor arrangement agreed where needed. The movable property registry under the 2023 Act adds another search that should be carried out.

06

Do foreign funders need a Bangladesh licence to offer factoring or receivables finance?

It depends on how the business is conducted. A foreign funder purchasing receivables from Bangladeshi exporters on a cross-border basis, through the exporter's bank, may not need a local licence for that activity, but lending or factoring carried on as a business inside Bangladesh can engage banking or finance company regulation. Fees, discounts and other remittances abroad also need foreign exchange and withholding tax analysis. The answer turns on the facts, so we review the proposed operating model and advise on whether a licence, a local partner or a different supply chain finance structure is required.

07

Is supply chain finance treated as debt for a Bangladeshi buyer?

The accounting, tax and regulatory characterisation can differ. Where a Bangladeshi buyer arranges for a funder to pay its foreign suppliers early while the buyer pays the funder later, the arrangement can resemble deferred payment or trade credit, which is regulated by Bangladesh Bank and may need to fit specific import payment rules. Domestic programmes between Bangladeshi buyers and suppliers raise fewer foreign exchange issues but may still affect covenants and disclosures. We review import-side and domestic programmes with the buyer's finance team and auditors before launch, so the structure is understood by every party.

08

What can a factor do if a Bangladeshi debtor refuses to pay?

The factor first needs to confirm that it holds an enforceable right to the receivable and that notice of assignment was given where required. It can then send a formal demand, negotiate or start proceedings. In Bangladesh, claims are usually brought in the civil courts or, for financial institutions, the Artha Rin Adalat, depending on the claimant and the facts; arbitration may apply if the contract provides for it. Mandatory pre-case mediation under the Legal Aid Services (Amendment) Act 2026 may apply to some disputes. We advise on the most effective recovery route for each claim.

How a matter runs

From first call to resolution.

  1. 01

    Map the trade flow

    We review the supply contracts, invoices, shipping documents, payment terms and existing bank facilities, and map the full cycle from order to payment for every receivable that the programme or facility is intended to finance. Existing bank charges are identified.

  2. 02

    Choose the structure

    We advise on whether a sale, assignment, secured loan or buyer-led supply chain finance programme fits best, taking account of Bangladesh Bank rules, existing security, tax, governing law and each funder's credit requirements. Alternatives are compared clearly in writing.

  3. 03

    Document and perfect

    We draft or carefully review the receivables purchase, assignment, security and programme documents, prepare debtor notices and bank instructions, and complete the registrations, consents and searches that the structure requires under Bangladesh law. Nothing required is left unregistered.

  4. 04

    Operate and enforce

    Once the programme is live we advise on onboarding, eligibility disputes, reporting, amendments and termination, and act quickly on unpaid invoices, dilution claims, insolvency events or conflicts between competing funders and lenders. This keeps supply chain finance programmes compliant.

“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 supply chain finance?
Supply chain finance is a set of techniques that improve working capital along a supply chain, usually by allowing suppliers to be paid earlier than the agreed invoice date while buyers keep their payment terms. The most common form is reverse factoring, where a funder pays approved invoices early at a discount based on the buyer's credit. Other forms include factoring, receivables discounting, distributor finance and dynamic discounting arrangements. Supply chain finance can lower costs for both buyers and suppliers.
Is factoring legal in Bangladesh?
Yes. Assignment of debts is recognised under Bangladesh law, and banks and finance companies offer factoring and receivables products. The detail of how a particular structure works, including notice to debtors, priority against other creditors and foreign exchange treatment for cross-border receivables, depends on the documents and the parties. Each programme should be reviewed against current Bangladesh Bank rules and the governing law of the receivables. Supply chain finance programmes involving Bangladeshi exporters need the same review.
What is reverse factoring?
Reverse factoring is a buyer-led supply chain finance arrangement. The buyer confirms that an invoice is approved for payment on its due date, and a bank or other funder offers the supplier early payment at a discount reflecting the buyer's credit rather than the supplier's. The buyer then pays the funder at maturity. Bangladeshi suppliers to international brands frequently encounter these programmes. The supplier should still check how reverse factoring interacts with its existing Bangladesh bank facilities.
Can receivables be used as loan security in Bangladesh?
Yes. Receivables have long been given as security through hypothecation and floating charges, which should be registered with the Registrar of Joint Stock Companies. The Secured Transactions (Movable Property) Act 2023 introduced a separate framework for security over movable property, including receivables, with registration designed to establish priority. Lenders should search both records before relying on receivables as security. Funders should also check the supplier's existing loan covenants. A missed search can leave a lender unsecured in practice.
Are export proceeds affected by supply chain finance programmes?
They can be. An exporter must still realise and repatriate export proceeds in line with Bangladesh Bank rules, even if a funder pays early or the buyer pays a third party. The export documents, the funder's payment and the buyer's eventual payment need to be reconciled through the exporter's authorised dealer bank. Programmes that ignore this step can leave export bills showing as unrealised for months. We review supply chain finance flows with the exporter's bank before launch.
Who bears the risk if the buyer does not pay?
That depends on whether the arrangement is with or without recourse. In non-recourse factoring and most buyer-led programmes, the funder takes the buyer's credit risk but not the risk of disputes about the goods, which usually stays with the supplier through warranties and repurchase obligations. In recourse arrangements, the supplier must repay the funder if the buyer defaults. Credit insurance may also be involved in larger programmes. The allocation should be clear in the programme documents from the outset.
How long does it take to set up a receivables finance arrangement?
A simple single bilateral factoring facility can be documented relatively quickly if the receivables and existing security are straightforward. A multi-supplier supply chain finance programme with onboarding, platform terms and cross-border payment routes takes longer. Most delay comes from releases of existing bank security and confirmation of the payment route, so those points should be raised early in the process. A realistic timetable helps suppliers and funders plan their working capital needs. Delays cost suppliers real money.
Who at TRW & Co advises on supply chain finance?
Barrister Tahmidur Rahman leads our supply chain finance, factoring and receivables work, with Barrister Remura Meheruba Mahbub advising on banking and regulation and Adv Syed Wahid leading recovery and litigation. We work with counsel in the UK, US, UAE, China, India and Singapore. You can contact our office at House 410, Road 29, Mohakhali DOHS, Dhaka on +880 1708 000660 or at info@trw.co. Initial enquiries should contain only non-confidential information, and we will respond as soon as we can.

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