Sustainable Finance, Green Bonds and Sustainability-Linked Financing in Bangladesh

by Barrister Tahmidur Rahman | Sep 20, 2026

Corporate & FinanceGreen capital, credible structures9 min read

Sustainable Finance, Green Bonds and Sustainability-Linked Financing in Bangladesh

Legal advice on sustainable finance in Bangladesh for banks, NBFIs, issuers, borrowers, development lenders and investors: green bonds and sukuk, green and social loans, sustainability-linked financing, Bangladesh Bank and BSEC requirements, foreign lending approvals and the documentation that keeps green claims credible.

Overview

Sustainable finance in Bangladesh: law, regulation and market practice

Sustainable finance has moved from a niche topic to a mainstream part of banking and capital markets in Bangladesh. Bangladesh Bank has for years encouraged banks and financial institutions to direct credit towards green and sustainable activities, through policy guidance, a taxonomy of eligible products and refinancing schemes. Exporters, especially in garments and textiles, face buyer and market pressure to finance cleaner production. Renewable energy, efficient factories, waste treatment, climate adaptation and green buildings all need long-term capital. The legal question is how to raise that capital in a way that is lawful, bankable and credible to investors and regulators.

The main instruments are familiar internationally. Green, social and sustainability bonds, including Shariah-compliant sukuk, fund defined eligible projects and report on the use of proceeds. Green loans work the same way in bank lending. Sustainability-linked loans and bonds are different: proceeds can be used for general purposes, but the pricing changes depending on whether the borrower meets agreed sustainability performance targets. Each structure depends on market standards, such as the principles published by ICMA and the loan market associations, as well as Bangladeshi law on securities, banking, foreign exchange and tax. Choosing the right instrument matters.

In Bangladesh, several regulators may be involved in one sustainable finance transaction. A public or privately placed bond requires attention to the Bangladesh Securities and Exchange Commission's rules on debt securities. Bank lending must fit Bangladesh Bank's prudential and sustainable finance requirements. Foreign-currency borrowing from development finance institutions or international banks raises approval questions, now handled through Invest Bangladesh and Bangladesh Bank following the Invest Bangladesh Act 2026. Projects need environmental clearance from the Department of Environment. Under the Finance Act 2026, withholding tax on interest paid to non-residents is 10 percent, down from 20 percent, which affects cross-border pricing.

TRW & Co advises on sustainable finance as part of its corporate and finance practice. Barrister Tahmidur Rahman advises on finance and investment transactions, and Barrister Remura Meheruba Mahbub advises on banking, corporate and foreign investment matters. We act for issuers, borrowers, arrangers, trustees and lenders, and we work with counsel in the UK, the US, the UAE, Singapore, India and China when transactions involve foreign law documents, international investors or offshore listings. We also coordinate with technical advisers, verifiers and auditors on the non-legal elements of each deal. Each sustainable finance mandate is staffed accordingly.

Credibility is the core risk. Investors, lenders and regulators are increasingly alert to greenwashing, where environmental claims are overstated or poorly supported. A green label without clear eligibility criteria, reliable reporting and appropriate external review can create reputational damage and legal exposure. Good documentation reduces that risk by setting realistic targets, defining terms precisely and allocating reporting responsibilities. If you are planning a green bond, a sustainability-linked facility or a refinancing under a sustainable finance scheme, contact our Dhaka office to discuss structure, approvals and timing at an early stage. Early planning saves time and cost.

01 · What we handle

Core workstreams

  • Green, social and sustainability bonds
  • Green and social loans
  • Sustainability-linked financing
  • Development finance and cross-border lending
02 · How it runs

Four clear stages

  1. 01Define the right structure
  2. 02Build the framework
  3. 03Document and obtain approvals
  4. 04Close, report, adjust
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

Our sustainable finance work

Workstream 01Corporate & Finance

Green, social and sustainability bonds

  • Define the right structure
  • Build the framework
  • Document and obtain approvals
  • Close, report, adjust
Workstream 02Corporate & Finance

Green and social loans

  • Define the right structure
  • Build the framework
  • Document and obtain approvals
  • Close, report, adjust
Workstream 03Corporate & Finance

Sustainability-linked financing

  • Define the right structure
  • Build the framework
  • Document and obtain approvals
  • Close, report, adjust
Workstream 04Corporate & Finance

Development finance and cross-border lending

  • Define the right structure
  • Build the framework
  • Document and obtain approvals
  • Close, report, adjust
Workstream 05Corporate & Finance

Green sukuk and Islamic finance

  • Define the right structure
  • Build the framework
  • Document and obtain approvals
  • Close, report, adjust
Workstream 06Corporate & Finance

Greenwashing risk and disclosure

  • Define the right structure
  • Build the framework
  • Document and obtain approvals
  • Close, report, adjust
01

Green, social and sustainability bonds

We advise issuers, arrangers and trustees on green, social and sustainability bonds and sukuk, including structure, eligibility of projects, the use of proceeds, management of funds and reporting. We prepare or review the framework, the information memorandum or prospectus and the trust deed, and we manage applications to the Bangladesh Securities and Exchange Commission for approval or consent under its rules on debt securities. Investor expectations shape every document.

02

Green and social loans

For banks and borrowers, we document green and social loans that finance eligible projects such as rooftop solar, effluent treatment plants, energy-efficient machinery and green buildings. We align facility terms with market principles and Bangladesh Bank's sustainable finance requirements, including eligibility, proceeds tracking, reporting covenants and the evidence needed to support any refinancing scheme the lender may use. Lenders need evidence they can rely on, so we build it into the documents.

03

Sustainability-linked financing

Sustainability-linked loans and bonds tie pricing to performance targets. We help define key performance indicators that are relevant and measurable, set targets that are ambitious but realistic, and draft margin adjustment mechanics, verification requirements and reporting obligations. We also address what happens if data is unavailable, targets need recalibration after an acquisition, or a reporting deadline is missed. Clear drafting avoids disputes over performance later in the life of the facility.

04

Development finance and cross-border lending

Many green projects in Bangladesh are financed by development finance institutions, export credit agencies and international banks. We advise on foreign loan approvals through Invest Bangladesh and Bangladesh Bank, withholding tax and gross-up provisions, security over local assets, environmental and social covenants and intercreditor arrangements, so that cross-border funding reaches the project without avoidable delay. Timing of approvals is built into the plan. We also negotiate DFI policy requirements.

05

Green sukuk and Islamic finance

Shariah-compliant structures are increasingly used for sustainable projects. We advise on green sukuk and Islamic green financing, working with Shariah advisers on structure and with regulators on approvals. We address asset ownership, the transfer and lease of underlying assets, trustee arrangements and investor reporting, so that the instrument satisfies both Shariah requirements and sustainable finance market expectations. Investors need confidence in both dimensions of the structure. We also coordinate trustee and investor reporting.

06

Greenwashing risk and disclosure

Mislabelled products and overstated claims can lead to regulatory scrutiny, investor complaints and disputes. We review frameworks, investor presentations, marketing materials and disclosures for accuracy, advise on the scope and wording of external reviews, and help clients respond to questions from investors, lenders and regulators. Where disputes arise, we coordinate with our dispute resolution team on claims, defences and settlement. Prevention is always cheaper than defending a sustainable finance dispute.

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

Is there a specific law or regulation on green bonds and sukuk in Bangladesh?

There is no single green bond statute. Green and other labelled bonds are issued under the general framework for debt securities administered by the Bangladesh Securities and Exchange Commission, with green features defined in the issuer's framework and offer documents by reference to recognised market standards. Bangladesh Bank's sustainable finance policy and taxonomy are relevant where banks and financial institutions are involved. We check the current rules at the time of the transaction and structure the issue to meet both regulatory requirements and investor expectations. Issuers should confirm which regulator's approval applies to the intended use of proceeds.

02

What is the difference between a green loan and a sustainability-linked loan?

A green loan finances specific eligible projects, such as solar installations or effluent treatment plants, and the borrower must report on the use of proceeds. A sustainability-linked loan can be used for general corporate purposes, but its margin rises or falls depending on whether the borrower meets agreed sustainability performance targets, such as reduced emissions or water use. We help clients choose the right instrument and draft the documents so that obligations, reporting and pricing mechanics are clear and workable. Both have a place in Bangladesh. Investor appetite and the borrower's ability to measure targets usually decide which structure fits.

03

Do we need an external review or second-party opinion for a sustainable finance transaction?

Bangladeshi law does not impose a general requirement for every labelled transaction, but market standards strongly encourage external review, such as a second-party opinion on the framework or verification of reported data and performance targets. International investors and development lenders often require it. A reputable review supports credibility and reduces greenwashing risk. We advise on the type of review needed, the scope of engagement and the interaction between the reviewer's findings and the legal documents, including disclaimers, reliance and the consequences of a negative or qualified finding. Reviews also help with pricing. We also negotiate engagement letters.

04

How does the Invest Bangladesh Act 2026 affect foreign green loans and other sustainable finance facilities?

The Invest Bangladesh Act 2026 merged BIDA, BEZA and the PPP Authority into Invest Bangladesh, which has operated since 23 August 2026. Foreign borrowing approvals that were previously handled by BIDA now involve Invest Bangladesh, alongside Bangladesh Bank's foreign exchange role. Transitional arrangements and procedural details are still bedding in. For a green or sustainability-linked facility from an international lender, we confirm the current approval route, prepare the application and supporting documents, and build realistic approval timing into the transaction timetable and conditions precedent. We monitor every change closely. Lenders expect accurate timing, so we plan carefully.

05

What tax issues arise when sustainable finance comes from lenders outside Bangladesh?

Interest paid to non-resident lenders is generally subject to withholding tax, and the Finance Act 2026 reduced the rate to 10 percent from 20 percent. Treaties may provide further relief in some cases. Facility agreements usually contain gross-up clauses that shift the cost of withholding to the borrower, so the tax position directly affects pricing. Stamp duty, VAT on fees and the treatment of margin adjustments may also need attention. We coordinate with tax advisers so that the economics are clear before signing. Borrowers should model the gross-up cost before agreeing margin or fees.

06

Can a garment or textile exporter benefit from green financing and Bangladesh Bank refinancing schemes?

Yes. Exporters investing in energy efficiency, rooftop solar, water recycling, effluent treatment and certified green factory buildings are natural candidates for green loans and refinancing schemes promoted by Bangladesh Bank. International buyers increasingly expect suppliers to show progress on environmental performance, and financing linked to those improvements can support both compliance and competitiveness. We advise exporters on eligibility, documentation and evidence requirements, and on how sustainability commitments in loan documents interact with commitments made to buyers, auditors and certification bodies. Exporters should plan financing alongside compliance programmes. Buyers increasingly ask about financing.

07

What happens if a borrower misses a sustainability performance target under its facility?

In a sustainability-linked facility, missing a target usually leads to a margin increase or, in a bond, a coupon step-up, rather than an event of default. However, failure to report, inaccurate reporting or misleading statements can have more serious consequences, including default or misrepresentation claims. The documents should define the targets, measurement methods, verification process and consequences precisely. We draft these provisions carefully and advise borrowers on internal processes for collecting reliable data, so that the risk of performance disputes is reduced. Reporting should come from systems with named owners, and recalibration terms should be stated.

08

What is greenwashing risk, and how can issuers and borrowers manage it?

Greenwashing risk arises when environmental or social claims about a product, project or company are inaccurate, exaggerated or poorly supported. It can lead to investor complaints, regulatory scrutiny, reputational harm and contractual claims. Managing it starts with a robust framework, careful marketing language, reliable data and external review. It continues with honest reporting over the life of the instrument. We review documents and communications for consistency and help clients put governance in place that supports their claims to the market. Honesty is the best defence. Board approval of the framework helps show that public claims were made carefully.

How a matter runs

From first call to resolution.

  1. 01

    Define the right structure

    We first assess the client's projects, sustainability strategy and funding needs, then recommend a green, social, sustainability or sustainability-linked structure and identify the regulators, approvals and market standards involved for the transaction.

  2. 02

    Build the framework

    We prepare or carefully review the sustainable finance framework, eligibility criteria or performance targets, and coordinate with external reviewers, technical advisers and Shariah advisers where relevant to the instrument and the investor base.

  3. 03

    Document and obtain approvals

    We draft and negotiate the bond or facility documents, security and intercreditor terms, and obtain BSEC, Bangladesh Bank, Invest Bangladesh and other approvals within the agreed transaction timetable with minimal delay.

  4. 04

    Close, report, adjust

    We manage all conditions precedent and closing, then support post-closing reporting, verification, margin adjustments and any amendments, keeping disclosures consistent and defensible throughout the life of the deal for all lenders, investors and stakeholders.

“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 does sustainable finance mean in Bangladesh in practical terms?
It covers financing that supports environmental or social objectives, such as renewable energy, clean production, climate adaptation, affordable housing and inclusive lending. In Bangladesh, it includes Bangladesh Bank's sustainable finance policy for banks and financial institutions, labelled bonds and sukuk, green and sustainability-linked loans, and development finance for green projects. The legal work focuses on structure, approvals, documentation and credibility. Sustainable finance is now a growing part of mainstream banking and capital markets in Bangladesh. A transaction should therefore be tested against the specific definition used by the regulator, lender or index it relies on.
Who regulates green bonds and sukuk in Bangladesh?
The Bangladesh Securities and Exchange Commission regulates the issue of debt securities, including labelled bonds and sukuk. Bangladesh Bank is involved where banks, financial institutions or foreign exchange are concerned. Stock exchange rules apply if the bond is listed. Projects may also need environmental clearance. We map the regulators involved at the outset of each sustainable finance transaction. Early coordination with each regulator avoids duplicated work and helps keep the timetable realistic. Each has different filing requirements.
Can a private limited company issue a green bond in Bangladesh?
Yes, subject to the rules on debt securities and the method of offer. Many corporate bonds in Bangladesh are issued by private placement to institutional investors, which involves different requirements from a public offer. The issuer must meet eligibility conditions, appoint a trustee and prepare offer documents. We advise on the route that best fits the company's size, investor base and timetable. Private placement can be faster, but disclosure standards still matter for sustainable finance investors. Investor appetite should be tested early.
Are sustainability-linked loans common in Bangladesh today?
They are growing, particularly in facilities from international banks and development finance institutions to larger Bangladeshi corporates and exporters. Local banks are also developing products. Market standards set by the loan market associations are commonly used. The key legal work is defining performance indicators, targets, verification and pricing adjustments in a way that reflects the borrower's real operations and data systems. Borrowers should test their data systems before agreeing to performance targets in any facility. Pricing benefits vary by lender.
What documents does a typical sustainable finance framework include?
A typical framework sets out the issuer's or borrower's sustainability strategy, the categories of eligible projects or the performance indicators and targets, the process for selecting projects, how proceeds will be managed, and reporting commitments. It is usually supported by an external review. The framework should be consistent with the legal documents, marketing materials and the company's other public statements. Inconsistent statements across these documents are a common source of greenwashing allegations. Each published version should be dated and retained, so the framework in force at issue can be demonstrated later.
Does sustainable finance cost more to arrange than ordinary borrowing?
Labelled transactions involve additional work, such as preparing a framework, external review and ongoing reporting, which adds cost. In return, issuers and borrowers may access a wider investor base, longer tenors, concessional funding or refinancing schemes, and reputational benefits. We help clients weigh these factors and keep the legal workstream efficient by reusing frameworks and templates where appropriate. Over time, many issuers find that the benefits of sustainable finance outweigh the additional cost. Costs fall on repeat issues.
Can existing bank loans be converted into green or sustainability-linked loans?
Often, yes. An existing facility can be amended to add sustainability-linked pricing or reclassified as a green loan if the proceeds financed eligible projects and the necessary reporting is put in place. Lender consents, security confirmations and approvals for amended foreign loans may be required. We advise on the most efficient amendment route and document the changes clearly. Conversion can be a practical first step into sustainable finance for many borrowers. Existing security and guarantees should be confirmed as extending to the amended facility, otherwise fresh documents may be needed. Lender consent processes vary between institutions.
Why work with TRW & Co on sustainable finance?
Our partners advise on banking, capital markets, foreign investment and cross-border finance in Bangladesh, and we work with counsel in major financial centres. We understand both international market standards and local approvals, tax and regulatory practice. That allows us to structure sustainable finance transactions that satisfy investors and regulators, and to manage greenwashing and dispute risk carefully. We aim to make every sustainable finance deal practical, credible and efficient to run. Clients always get candid, practical advice.

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