Competition Law in Bangladesh: A 2026 Business Guide

Jurisdiction: Bangladesh. Current as of 19 October 2026.

Competition law in Bangladesh is a live commercial issue, not merely a policy topic. The Competition Act, 2012 gives the Bangladesh Competition Commission (BCC) a statutory framework to examine anti-competitive agreements, abuse of a dominant position and combinations that harm competition. That framework reaches ordinary commercial decisions: how competitors exchange information, how a supplier sets distributor terms, how a trade association operates, and how a buyer assesses a transaction that combines competing businesses.[1] [2]

For boards and management teams, the immediate priority is not to import rules from another jurisdiction. It is to identify the Bangladesh-facing conduct, preserve the commercial rationale and keep sensitive decisions within a controlled process. The statutory language is broad, the BCC publishes hearing information and case orders, and the Commission’s official legal-materials page lists the 2022 regulations on inquiry, investigation, review and appeal.[3] [4] [5]

This guide explains the present statutory framework in commercially focused terms. It does not assume that conduct is unlawful simply because it is familiar as an antitrust concern elsewhere. Equally, a contract label or a global compliance policy does not settle the Bangladesh analysis.

Contents

The Legal Framework and Commercial Reach

The central statute is the Competition Act, 2012. Its stated purpose is to support a competitive trading environment and to prevent, control and eliminate collusion, monopoly, oligopoly, combinations, abuse of dominance and other conduct adverse to competition. The official legislation records it as Act No. XXIII of 2012.[1] The official English Gazette text is a useful cross-check when working through the provisions in English, although the official Laws of Bangladesh record remains the primary legislative source.[2]

The BCC is the relevant competition authority. Its current official website identifies the Commission, publishes notices and hearing lists, and maintains sections for laws, regulations and case-related orders. That is material for businesses because it shows a functioning administrative process rather than an abstract statutory regime. The public case-orders page contains published orders from multiple years; a separate 2026 release records a final order in Case No. 11/2022.[5] [9]

The Act is concerned with effects on the relevant market. Section 15 prohibits a person from entering, directly or indirectly, into an agreement or collusion concerning the production, supply, distribution, storage or acquisition of goods or services where it causes, or is likely to cause, an adverse effect on competition or creates monopoly or oligopoly. Section 22 also permits investigation of conduct outside Bangladesh when it adversely affects competition in the relevant market in Bangladesh, subject to applicable laws and rules.[1] For a multinational, a Bangladesh analysis can therefore arise from a regional pricing decision, distributor rule or data-sharing arrangement even when the discussion occurred elsewhere.

That does not mean every hard commercial choice breaches the Act. It does mean that documents and decision-making should show what the business is doing, the market concerned and why the arrangement is commercially justified. The statutory test and the evidence matter more than an internal shorthand such as “standard practice”.

A useful first screen

A disciplined initial review usually separates four questions:

1. Who are the parties? Are they competitors, actual or potential; are they supplier and distributor; or are they parties to a transaction?
2. What is being restrained or shared? Price, bidding, output, territory, customer access, resale terms, technical development or commercially sensitive information are obvious areas for attention.
3. What Bangladesh market may be affected? The relevant product or service, customer group and geographic area should be identified before conclusions are drawn.
4. What is the evidence of purpose, operation and effect? Email language, meeting minutes, contract terms, pricing instructions, data access and actual market behaviour can all be important.

These questions are not a substitute for matter-specific legal analysis. They are a practical way to make sure an issue is spotted before a sales circular, procurement meeting or transaction timetable makes it harder to address.

Agreements Between Competitors and Trading Partners

Competitor conduct: no room for casual coordination

Section 15(2) treats certain practices or decisions involving persons or associations dealing in identical or similar goods, or providing services, as adverse to competition if they determine abnormal purchase or sale prices, set deceptive prices including bid rigging, limit or control production, supply, markets, technical development, investment or services, or divide markets by goods, source, geography, customer numbers or a similar basis.[1] [2]

In practical terms, this is why competitor communications need defined boundaries. A conversation at a trade association, a messaging group used by commercial staff or a joint response to a tender can move from legitimate industry engagement into risky coordination if it deals with future price, margins, bids, capacity, volumes, customers or territory. An informal understanding can create as much concern as a signed document; the statutory provision addresses both agreements and collusion.[1]

Tender activity deserves particular control. The Act defines bid rigging as an agreement that reduces competition for bids or adversely affects the bidding process and creates a favourable position for participants or beneficiaries.[2] Bid teams should therefore work from their own data, their own estimating process and a clear channel for escalating any unusual contact. A consortium or subcontracting structure may have a legitimate commercial basis, but it should be assessed on its own facts before competitors exchange competitively sensitive information or coordinate a bid.

Trade associations are not inherently problematic. Their agendas, attendance lists and minutes should, however, be designed for legitimate subjects such as safety, technical standards or general regulatory representations. A chair should close down discussion of future prices, discounts, tender intentions, customer allocation, capacity or other non-public commercial strategy. Where a topic is sensitive, an early written record of the concern and of the decision not to discuss it can be valuable.

Distribution terms: look beyond the clause heading

Section 15(3) identifies several vertical arrangements as anti-competitive if they have an adverse effect on competition: tie-in arrangements, exclusive supply agreements, exclusive distribution agreements, refusal to deal and resale price maintenance. The wording matters. It does not support a simple proposition that every exclusive or selective distribution arrangement is automatically prohibited; assessment should focus on the particular obligation, affected market and competitive impact.[1] [2]

Resale price maintenance is specifically defined as a condition that the buyer resell at the price stipulated by the seller, unless it is clearly stated that a lower price may be charged.[1] A supplier that gives distributors a price list should therefore be careful about how the list operates in practice. Repeated instructions that discourage discounting, sanctions for retailers who discount, sales incentives tied to enforcing a resale price, or indirect pressure exerted through distributors can all require close review. The legal analysis cannot safely be reduced to changing the heading from “mandatory” to “recommended”.

Exclusive supply or exclusive distribution provisions may serve legitimate objectives, including investment in market development, service quality, launch support or supply planning. But a credible record should identify the business rationale, scope, duration, affected channels and exit mechanics. A blanket restriction with no commercial explanation is harder to defend than a measured arrangement linked to defined performance or service obligations.

The Act preserves the right to impose reasonable conditions to protect intellectual property rights, and permits arrangements that relate exclusively to the export of goods or provision of services to the extent specified in section 15(4).[1] These are statutory boundaries, not blanket exemptions. Intellectual-property, technology-transfer and export arrangements should still be reviewed against the actual text and facts.

Dominance: Risk Follows Market Power and Conduct

Being successful, large or well known is not by itself the statutory test. Section 16 defines a dominant position as a position of strength in the relevant market that enables an enterprise to operate independently of competitive forces or to affect competitors, consumers or the relevant market in its favour.[1] The starting point is therefore to define the relevant market and assess the enterprise’s position within it before treating a business as dominant.

Once dominance is in view, section 16 prohibits its abuse. The provision lists, among other matters: unfair or discriminatory terms or prices; predatory pricing; restrictions on production, services, markets or technical or scientific development to consumers’ prejudice; practices preventing others from accessing the market; unrelated supplementary obligations; and using dominance in one relevant market to enter or protect another relevant market.[1] [2]

The statute defines predatory price as selling goods or providing services below production cost in order to reduce or eliminate competition.[1] A low-price campaign is not a conclusion in itself. It should be supported by contemporaneous pricing, cost, capacity and business-purpose evidence, particularly where the firm has a strong market position and the pricing is directed at particular rivals, customers or channels.

Commercial controls for firms with significant market power

A business that may have a strong position in a Bangladesh market can reduce avoidable risk by making the assessment part of its operating discipline. Price changes, distributor removals, refusals to supply, loyalty arrangements, rebates, access terms and product tying should be documented through a route that can test the market context and commercial rationale. Consistency matters, but identical treatment is not always the answer; the key is to explain material differences on objective commercial grounds rather than on an intention to exclude a rival.

The legal framework is still developing. UN Trade and Development’s 2022 voluntary peer review noted that the Act did not prescribe a market-share threshold for dominance and recommended clearer assessment criteria or guidance. The Commonwealth Secretariat reported a related Bangladesh peer-review process in 2024, including work on competition enforcement, merger analysis, investigations, cartels and digital markets. A 2025 public report described proposals to clarify dominance criteria through reform. Those are review observations and proposals, not enacted legal standards; they reinforce the need to work from section 16 and the evidence rather than apply a foreign numerical threshold.[6] [7] [8]

The BCC Process, Remedies and Review Routes

A complaint is not the only way a matter can begin. Under section 18, where the Commission has reason to believe an enterprise entered an agreement or abused dominance in a way harmful to the relevant market, it may inquire on its own motion or after receiving a complaint.[1] The Commission’s 2022 inquiry, investigation, review and appeal regulations provide the operational framework. They allow a person or enterprise to submit a complaint in prescribed form with the required documents and fee directly, by post or courier, or online.[4]

Section 17 permits the Commission, after giving parties a reasonable opportunity to be heard, to resolve or settle an issue with necessary directions before an inquiry when immediate action is considered necessary to protect consumers and competitors. During an inquiry, section 19 permits an interim order after a hearing opportunity where the statutory conditions are met. The Act generally caps the order at 60 days, with a possible further 60-day extension in accordance with the Commission’s opinion.[1] These provisions make early fact preservation and a controlled response essential.

After an inquiry, section 20 permits the Commission to direct a person to stop the conduct and not repeat it. It may impose an administrative financial penalty of up to 10% of the average turnover for the preceding three financial years. For a cartel under section 15, it may impose three times the profit arising from the agreement or 10% of that average turnover, whichever is higher. The Commission may also make other appropriate orders to preserve competition, including division of an enterprise for abuse of dominance. Failure to pay the section 20 penalties may trigger a daily fine of up to BDT 100,000.[1]

These are statutory maximums and powers, not a prediction of the result in any matter. The facts, statutory requirements, procedure and available evidence remain decisive. Separately, contravention without reasonable cause of a Commission order, direction, condition, restriction or approval is an offence under section 24, with imprisonment of up to one year or a fine of up to BDT 100,000 for each day of non-compliance.[2]

A measured response to an inquiry or notice

The right first response is orderly, not theatrical. Preserve relevant records promptly and suspend routine deletion for the relevant custodians. Identify one internal response lead, map the notice against its legal basis and requested period, maintain a log of material provided, and separate verified facts from assumptions. Employees should not create speculative explanations, alter documents or contact competitors to “align” an account.

The Act provides two routes within 30 days for a person aggrieved by a Commission order: an application to the Commission for review or an appeal to the Government. Where the order imposes an administrative financial penalty under section 20, the Act requires a receipt showing a deposit of 10% of the fine for a review application or 25% for an appeal. The relevant authority is to dispose of a review or appeal within 60 days of receipt, and the respective decision is final under the Act.[2] The 2022 regulations set out forms and hearing procedures. Any decision about review or appeal warrants immediate, case-specific advice because time, form, deposit and procedure are material.[4]

Combinations and Transactions

Section 21 prohibits a combination that causes, or is likely to cause, an adverse effect on competition in the market for goods or services. The Act defines “combination” to include trade acquisition, taking control, amalgamation or merger. On application, the Commission may approve a combination after inquiry if it is satisfied that the transaction will not adversely affect competition; it must not approve one that will do so.[1] [6]

For transaction teams, this means competition analysis belongs early in diligence and deal planning. It should examine the parties’ Bangladesh activities, horizontal overlaps, vertical relationships, key customers, import competition, potential entrants, relevant contracts and the practical ability to increase price, restrict supply or foreclose access after closing. It should also identify sensitive information that must not pass between deal teams before closing.

What is clear, and what remains unsettled

The Act says that regulations will determine the cases in which Commission approval is required. It does not itself state numerical turnover, asset or market-share notification thresholds, nor does it specify a pre- or post-closing timetable.[1] The BCC’s publicly listed legal materials, checked for this article on 19 October 2026, include the 2022 inquiry, investigation, review and appeal regulations but do not list a separate combination-notification regulation with thresholds.[3]

That public record does not justify a blanket conclusion that all transactions are free from BCC scrutiny. Nor does it support inventing a mandatory pre-merger threshold. The UN Trade and Development peer review similarly recorded, in 2022, that section 21 left notification type, timing, thresholds and review deadlines unclear and that regulations were being prepared at that time.[6] A 2025 report on proposed amendments is relevant as reform context only; proposals do not alter the law until enacted and brought into force.[8]

The prudent transaction approach is to produce a written Bangladesh competition assessment, record the basis for the market definition and overlap conclusions, and monitor official legal publications through signing and closing. Where section 21 risk could be material, parties may need to assess whether an application to the Commission is appropriate under the actual transaction facts and current rules. Transaction documents should avoid integrating operations, exchanging unnecessary competitively sensitive information or directing each other’s market conduct before closing.

A Practical Competition Compliance Programme

A credible programme does not need to be long. It needs to be connected to real decisions. The following workstreams give management a usable starting point:

• Map the risk points. Identify teams that set prices, negotiate distributor arrangements, bid for tenders, participate in associations, receive competitor information, or lead acquisitions and joint ventures.
• Set clear communication rules. Tell relevant staff what information must not be discussed with competitors and how to leave, record and escalate a conversation that crosses the line.
• Review contract templates and sales playbooks. Test resale-price instructions, exclusivity, ties, customer or territory limits, refusals to deal, rebates and online-channel restrictions against the statutory framework and the way the terms actually operate.
• Control transactions and collaborations. Use clean-team arrangements or limited access where competitors need to share information for diligence, a joint venture or a legitimate collaboration.
• Prepare the response process. Allocate responsibility for notices, document preservation, communications with the BCC and escalation to management.
• Review and train. A short annual check of higher-risk teams, supported by practical examples from the business, is more useful than a policy left unread on an intranet.

The BCC’s official website has public sections for orders, hearing lists and legal materials. Compliance owners should monitor those primary materials rather than rely on informal summaries of how the law is said to operate.[3] [5]

Priority Areas for Contracts and Operations

Pricing and promotions. Price announcements should be written as unilateral commercial decisions. Avoid language implying an expectation that competitors will follow, or that retailers will be sanctioned for discounting. Keep cost data and ordinary commercial reasons for major pricing decisions.

Distributor management. Define service standards, brand-support conditions and performance measures carefully. If the business provides a recommended price, staff instructions and incentives should be consistent with the distributor retaining its own resale-pricing decision. A change in label alone will not answer the statutory question if the operational reality says otherwise.

Trade associations and industry groups. Require an agenda, a lawful purpose and minutes. Give attendees a simple escalation route. If inappropriate topics arise, leave the discussion, record why, and do not continue the discussion privately through calls or messages.

Procurement and tenders. Keep bid development independent. Do not exchange bidding intentions, pricing, costs or allocation proposals with competitors. Where a proposed joint bid may be commercially necessary, assess the parties’ capabilities and the scope of information-sharing before work begins.

Joint ventures and strategic alliances. Collaboration can be pro-competitive, but a vehicle for sharing independent future prices, customers, volumes or plans is a different proposition. Limit shared information to what is needed for the project, limit access by role and keep a record of the collaboration’s purpose and governance.

Digital systems and data. A shared platform, algorithm, distributor portal or industry benchmark can create competition risk if it reveals non-public current or future commercial strategy between competitors. Data fields, timing, access rights and aggregation should be reviewed in advance, especially where the tool makes coordination easier.

For broader regulatory and competition support, businesses can explore TRW’s practice areas. A matter-specific discussion can be initiated through Contact TRW. Initial communications should contain only the information needed to frame the enquiry and should not include confidential, privileged or time-sensitive material through a public contact route.

Frequently Asked Questions

General Information Only

This Insight provides general information about competition law in Bangladesh as of the date stated above. It is not legal advice, does not address any particular facts or transaction, and should not be relied on as a substitute for advice from qualified counsel. Laws, regulations, official practice and published materials may change. Any BCC inquiry, contract restriction, tender, collaboration or transaction should be assessed on its own facts and current law.