Buying a Factory in Bangladesh: The Hidden Liabilities Buyers Inherit in 2026

Buying a factory in Bangladesh: what actually changes hands

Buying a factory in Bangladesh is rarely a purchase of land, sheds and machines alone. A share purchase brings over a company that still carries its tax file, its VAT ledger, its bonded warehouse account, its workforce with every accrued benefit, its bank charges, its environmental record and its utility bills. An asset purchase looks cleaner but carries its own traps: the VAT Act treats the buyer of a running business as the seller's successor, lenders can sell mortgaged collateral without going to court, and a gas connection that cannot be replaced may not move with the plant.

This guide is written for the buyer. It maps the hidden liabilities that follow an operating factory in 2026, sets out which ones survive each deal structure, and explains how to turn diligence findings into price, conditions, indemnities and escrow. The general due diligence checklist, the share purchase agreement and the seller's side of the transaction are covered in companion TRW guides, which we link rather than repeat.

Summary: A share purchase leaves every historic liability inside the target company: unpaid VAT and income tax, bonded warehouse shortfalls, gratuity and provident fund accruals, workers' participation fund arrears, environmental compensation orders and bank charges. An asset purchase narrows that exposure but does not remove it, because a going-concern transfer makes the buyer the seller's successor for VAT, mortgaged assets can be sold by the lender, and workers, licences and utility connections do not move automatically. The deal documents must allocate each risk with evidence, money and time.

Key point: Under section 36 of the VAT and Supplementary Duty Act 2012, a running business may not be transferred until all payable taxes and arrears are paid, unless the Commissioner permits it against an unconditional bank guarantee, and the purchaser is treated as the successor to the supplier from the date of transfer. An asset deal is therefore not a VAT firewall.

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Table of Contents

Buying a factory in Bangladesh: what actually changes hands

The first question is not price but perimeter. Which legal person will own the plant after closing, and which obligations will it carry? In Bangladesh the answer depends on whether the buyer acquires the shares of the company that owns the factory, or acquires the factory's land, buildings, machinery and stock from that company. Each route moves a different bundle of rights and liabilities, and each sends different documents to different offices.

Foreign investors buying a factory in Bangladesh often assume that an asset deal is a clean break and that employees transfer automatically with the business. Neither assumption holds here: there is no general rule transferring employment with an undertaking, and the tax statutes reach past the asset transfer to the buyer. The sequence of a typical acquisition is set out in our guide to the acquisition process in Bangladesh; this article concentrates on what the buyer inherits.

Share purchase: the company keeps its memory

In a share purchase the buyer steps into the shoes of the selling shareholders. The company that owns the land, holds the licences, employs the workers and owes the taxes does not change. Title deeds stay in its name, so no conveyance is registered; the factory licence, environmental clearance, bonded warehouse licence and utility connections continue with the same holder. That continuity is the commercial attraction.

It is also the risk. A VAT demand issued after completion for a period before it is a demand against the company the buyer now owns. A worker who retires a year after closing is paid gratuity calculated on his whole service, not just the months since the new owners arrived. A compensation order from the Department of Environment for pollution the previous management caused is still payable by the company. A share purchase is a purchase of the target's history.

Asset purchase: a narrower perimeter, heavier execution

In an asset purchase the buyer selects the land, buildings, machinery, inventory and contracts it wants and leaves the selling company behind with its other obligations. That narrows the exposure to unrelated historic claims, and it is often the only workable route where the seller holds the factory personally, operates several plants through one company or carries liabilities no buyer will accept.

The price is execution. Every parcel of land passes only by registered deed, every licence must be obtained or amended in the buyer's name, every worker must agree to move or be paid out, and every material contract must be novated. Two statutory points also cut across the clean-break assumption. A going-concern transfer makes the buyer the VAT successor of the seller, and a registered mortgagee's security follows the land into the buyer's hands unless it is released at closing.[1] [5]

Hybrid structures: carve out, then buy shares

Where the target company is otherwise valuable but carries a defined problem, a hybrid often works best. The seller transfers excluded assets or liabilities out of the company before closing, releases charges, settles shareholder loans and cures title defects; the buyer then acquires the shares of a cleaner vehicle. A hive-down into a new subsidiary is a variant, but it is itself a transfer of a running business with the VAT and employment consequences that follow.

The hidden liabilities and which deal structure inherits them

Most liabilities in a factory acquisition sit in one of eight places: land title, bank security, income tax, VAT, customs and bonded inputs, labour, environment and utilities. The table summarises how each behaves in a share purchase and in an asset purchase, and the protection that usually works. On a phone, scroll it sideways.

A share purchase inherits everything and must be protected by warranties, indemnities and retention. An asset purchase inherits less, but treated as a firewall without checking VAT successor rules, charge releases and the workforce plan, it leaks. When buying a factory in Bangladesh, the structure decision should come after a red-flag review, not before it.

Land title: the liability that can unwind the deal

Land is usually the most valuable asset when buying a factory in Bangladesh, and the most fragile. A defect in a share deal stays inside the company and depresses value; a defect in an asset deal can mean the buyer never acquires the land at all. Either way, the seller's possession of the site proves use, not ownership. The buyer needs an unbroken chain of registered deeds, a record of rights and mutation in the owner's name, current land development tax receipts, and searches for encumbrances, acquisition proceedings and litigation. The full search sequence is in our guide to land ownership verification in Bangladesh.

The 2023 land crimes law changes the risk

The Land Crime Prevention and Remedy Act 2023, passed by Parliament on 12 September 2023, made the paperwork a criminal matter. As reported at passage, land forgery and preparing a false document carry two to seven years' imprisonment, fraudulent transfer by concealing information or identity carries up to seven years, and occupying land without a valid ownership or possession right carries up to two years.[12] The same law provides that a person without a valid, up-to-date record under the State Acquisition and Tenancy Act and proof of paid land development tax cannot sell, transfer or register a land document.[12]

For an asset buyer, that means mutation gaps and unpaid land development tax are no longer tidy-up items for after closing; they can stop registration of the sale deed on the day. For a share buyer, they are a warning that the company may not be able to mortgage, sell or defend the land without first repairing the record.

Factory land in the wrong name, on lease or in a zone

Three patterns recur. First, land bought by a sponsor or director and used by the company without any registered transfer or lease: in a share deal the buyer acquires a company that does not own its own factory floor. Second, leased industrial land, where the lease may require the landlord's consent to assignment or to a change of control. Third, land inside economic zones or industrial parks, held on allotment or lease terms set by the zone authority.

The zone position changed in 2026. Invest Bangladesh, which merged BIDA, BEZA and the Public-Private Partnership Authority, began operating on 23 August 2026 under the Invest Bangladesh Act 2026.[14] Zone allotments made by the former BEZA now sit with the new authority, so consents for assignment or change of control should be addressed to Invest Bangladesh and confirmed in writing before signing.

What to require before closing

• Title exceptions schedule: every defect listed with its cure, its owner and its consequence for price.
• Certified copies: deeds and records of rights obtained from the sub-registry and land office, not scans from the seller.
• Physical survey: boundaries measured against the plot schedule, including access roads, effluent routes and substations.
• Cure as a condition: mutation, transfer of sponsor-held land or a registered long lease completed before money moves.

Bank liens, charges and the lender who can sell first

Almost every operating factory is financed, and the lender's security usually covers land, buildings, machinery, stock and receivables. Bank liens are the liability most often understated in a seller's disclosure, because the facility looks current until the change of control triggers a default clause or the lender refuses to release.

RJSC charges and what an unregistered charge means

Section 159 of the Companies Act 1994 requires particulars of charges on immovable property, book debts, movable property other than stock-in-trade, floating charges and several other categories to be filed with the Registrar within 21 days of creation. An unregistered charge is void against the liquidator and the company's creditors, and the money it secured becomes immediately repayable.[5] A buyer should reconcile the RJSC charge file, the company's own charge register and every facility letter; a registered charge whose loan was repaid still needs a satisfaction filing before completion.

The section 12 self-help sale

The greater danger is a lender that does not need a court. Section 12 of the Artha Rin Adalat Ain 2003 empowers a financial institution to sell property mortgaged, pledged or subject to a lien, following the auction procedure so far as practicable, and gives the purchaser a title that cannot be challenged, leaving the borrower only a compensation claim for an illegal or irregular sale.[13] A factory whose loans are near default can therefore lose its land or machinery to an auction while the acquisition is still being negotiated. Our guide to the Artha Rin Adalat explains the procedure.

The practical answer is choreography. The buyer pays into a lender-controlled account, the lender issues a payoff letter and releases on the same day, the land mortgage is discharged by registered deed and the RJSC satisfaction is filed. No price should leave escrow until those documents exist.

CIB status and the foreign exchange file

Bangladesh Bank's master circular on share transfers in unlisted companies, FEID Circular No. 01 of 8 March 2026, lists a CIB report among the documents a valuation and transfer application must carry, together with an income tax computation, return and tax clearance certificate, and a statement of overdue export proceeds and bills of entry where applicable.[4] For an exporting factory those statements are diligence in their own right: overdue export proceeds point to customs and foreign exchange exposure, and a classified loan in the CIB report signals a lender that may not cooperate.

Tax and VAT exposure when buying a factory in Bangladesh

Tax is where buyers most often discover liabilities after closing. The NBR's recovery powers are broad and they attach to the business and its property, not only to the shareholders who ran it. The standard VAT rate is 15 per cent for most goods and services, so even modest under-declaration over several years produces a large arrear once interest and penalties are added.[2] Our VAT compliance guide covers the return cycle; the points below are the ones that move with a factory.

VAT arrears and the government lien

Chapter Fourteen of the VAT and Supplementary Duty Act 2012 gives the Commissioner an arsenal for recovering arrears. Under section 95 the Commissioner may deduct arrears from refunds held by any tax authority, direct banks to pay over the defaulter's money, stop supplies from the business premises, lock the business identification number in the customs bill of entry system so imports cannot clear, freeze bank accounts, seal premises, and attach and sell movable and immovable property.[1]

Section 99 goes further. If a defaulting taxpayer fails to pay an arrear by the due date, a preferential lien in favour of the Government arises over all its properties and continues until the arrear is paid; after notice and one month, the Commissioner may attach and sell the immovable property.[1] In a share purchase that lien sits over the factory the buyer has just acquired. In an asset purchase it is a reason to obtain written confirmation of the seller's VAT position before the land is conveyed.

Going-concern transfers and successor liability

Section 36 is the provision most asset buyers miss. A transfer of an establishment as a running business is treated as a single supply that is not a supply made in Bangladesh, so no VAT is charged on the sale itself, provided the buyer acquires everything needed to keep the activity going; a separately operable part of a business qualifies too.[1] [2] The same section then imposes three conditions that change the deal.

• No transfer with arrears: a running business may not be transferred without full payment of all payable taxes and arrear dues.
• Bank guarantee alternative: the Commissioner may permit the transfer if the purchaser submits an unconditional bank guarantee from a scheduled bank for full payment of the taxes and arrears.
• Successor status: the purchaser is treated as the successor to the supplier from the date of transfer, and the supplier must provide the information the purchaser needs to comply.[1]

The consequence is that the seller's VAT position becomes the buyer's closing problem even in an asset deal. A buyer should require a VAT clearance from the seller's Commissioner as a condition precedent, or, where the Commissioner will accept a guarantee, price the guarantee and back it with a specific indemnity and retention from the seller.

Buying machinery piecemeal

A buyer that takes only machinery, rather than a going concern, falls outside section 36 and the transfer may be taxable. The NBR has treated transfers of capital machinery and spare parts between companies as attracting 5 per cent VAT, and in November 2024 waived it only for export-oriented companies where both transferor and transferee hold valid bonded warehouse licences, on conditions and on application to the VAT Commissioner.[3] Draft the asset schedule and the recitals so that the treatment the parties intend is supportable on the documents.

Directors, income tax and withholding

Section 103 of the VAT Act makes directors who were in charge when an arrear arose, and who failed to show proper care, jointly and severally liable for it.[1] New directors appointed at closing should not inherit that exposure for past periods, but they will be responsible for what happens next, including any continuing under-declaration. On income tax, collect returns, assessments and appeals for at least five years, and test withholding on salaries, contractors, rent and payments to non-residents, because a failure to deduct becomes the company's own liability. Capital gains on a share transfer are generally taxed at 15 per cent in the seller's hands.[2]

Bonded warehouse and customs liabilities

For anyone buying a factory in Bangladesh that exports, the bonded warehouse account can be the largest liability that never appears on the balance sheet. Inputs imported duty-free under bond remain under customs control until they are exported as finished goods or duty is paid. Any quantity the licensee cannot account for against approved input-output coefficients becomes duty-payable on demand, and misuse carries penalties, prosecution and cancellation of the licence. Our guide to the bonded warehouse regime in Bangladesh explains the licence, the bond and the audit cycle; here the question is what a buyer inherits.

Reconcile the bond before you price it

The records are now digital, which helps diligence. Since 1 January 2026 utilisation permissions for duty-free inputs have been issued only online through the Customs Bond Management System, which is linked to Bangladesh Bank's system so that import and export documents can be verified.[9] A buyer should reconcile imports, utilisation permissions, production, wastage, exports and closing stock for every open audit year, and identify any year for which the bond audit has not been completed.

Enforcement is also more data-driven. In October 2026 the NBR announced alleged revenue evasion of about Tk 85.21 crore by a deemed exporter in Narayanganj; investigators compared import records, production capacity, utilisation permissions and electricity consumption and found the factory's power use far too low for its declared output.[10] A buyer can run the same test. If metered consumption does not support declared production, the bond account is suspect.

Ownership change, machinery and the buyer's licence

In a share purchase the licence remains with the company, but a change of ownership or management still needs the Bond Commissionerate's approval and typically a fresh general bond, so build that approval into the conditions. In an asset purchase the buyer needs its own licence before it can import under bond, and any capital machinery imported at concessionary duty should be checked for conditions on sale or transfer. Count stock and match serial-numbered machinery schedules close to completion.

Labour liabilities: gratuity, provident fund and participation fund

When buying a factory in Bangladesh, the workforce is usually the largest contingent liability. The exposure is rarely unpaid monthly wages, which are visible. It is the accrued, service-linked benefits that sit unfunded until someone leaves, and the statutory funds that owners in growing companies forget to establish. The detail of each benefit is in our guide to provident fund and gratuity in Bangladesh; this section deals with how they move in a deal.

Share purchase: every accrued benefit stays

Because the employer does not change, a share purchase carries every worker's service history, leave balance, gratuity entitlement where a scheme exists, provident fund obligation and pending Labour Court claim. Workers' participation fund arrears are a frequent finding: companies within Chapter XV of the Labour Act must pay a share of net profit into the fund every year, and missed years accumulate. The buyer should model gratuity on the scheme's own formula against the actual service register, and treat unfunded accruals as debt-like items in the price.

Asset purchase: no automatic transfer

In an itemised sale of assets there is no automatic transfer of employment, and employee consent is needed to move from one employer to another.[6] Where the workplace moves, the distance matters: within 40 kilometres the contract may be terminated with the benefits payable on voluntary resignation, and beyond 40 kilometres the employee is entitled to retrenchment benefits. Employees also generally seek provisioning of their accrued benefits before a change in control.[6]

In practice there are two methods: a tripartite transfer letter in which each worker agrees to move with past service recognised, or resignation with full settlement and re-engagement by the buyer. The first moves the accrued liability to the buyer; the second costs cash at closing but resets the clock. Either way, the plan should be ready before the sale is announced on the floor.

The 2026 labour reforms

Parliament passed the Bangladesh Labour (Amendment) Bill in April 2026, converting the 2025 Ordinance into law with amendments. The passed text keeps a provident fund obligation for establishments with at least 100 permanent workers, provides an exemption where two-thirds of workers apply to join the state Progoti pension scheme, applies a 50:50 owner and worker contribution split, and reduces the maximum number of unions in an establishment from five to three.[7] A buyer should test the target against the amended position, not the pre-2025 Act, and confirm whether a valid workers' demand for a fund is already pending. Our labour law compliance guide covers the wider regime.

Pricing the workforce

• Gratuity and service benefits: calculated per worker on the scheme or statutory formula, using the last wage and actual service.
• Provident fund: employer contributions due but not deposited, and whether the fund is recognised for tax.
• Participation fund: every missed annual payment, measured against audited profits.
• Claims and inspections: Labour Court cases, DIFE notices and the cost of remediation.

Environmental liabilities that survive the change of owner

An environmental clearance certificate is a conditional permission, not a warranty that the site is clean. Section 12 of the Bangladesh Environment Conservation Act 1995 prohibits establishing an industrial unit without a certificate from the Director General, and a plant that has expanded capacity or changed process since its last clearance may be operating outside it.[8] The operator's obligations once a plant is running are covered in our guide to environmental compliance in Bangladesh.

The financial exposure sits in section 7. Where any act or omission has injured the ecosystem or any person, the Director General may determine compensation, direct corrective measures or both, and may sue or prosecute if the direction is not obeyed.[8] Section 9 requires the person responsible and the person in charge of the site to control any excess discharge, with remediation costs recoverable as a public demand. Section 16 deems the owner, directors and officers of a company that breaches the Act to have committed the breach unless they prove it was beyond their knowledge or that they exercised due diligence.[8]

That is why buyers should test before closing: new directors who know of a defective effluent treatment plant and do nothing cannot easily claim due diligence. Request clearance certificates and renewals, effluent and emission test reports, sludge and hazardous waste records, DoE notices and hearing records, and commission soil and groundwater sampling where the process uses dyes, chemicals or heavy metals. If the seller refuses intrusive testing, treat the refusal as information and price it.

Utility arrears, gas load and the connection you cannot replace

Utilities are usually treated as an operational detail. For anyone buying a factory in Bangladesh in 2026 they are a valuation issue. Since January 2025 new industrial gas connections have been halted, with only previously promised connections prioritised; on 13 April 2025 the Bangladesh Energy Regulatory Commission raised prices by 33 per cent for new connections and load increases; and more than 1,000 industrial applications were reported pending with six distribution companies in July 2025.[11] A factory with a working, sanctioned gas load on the existing tariff holds an asset a greenfield competitor may not be able to buy.

That asset is fragile. Verify the sanctioned load against actual consumption and installed boilers and generators, because use beyond the sanction or through an unauthorised line invites disconnection and penalties. Obtain two years of bills, deposit receipts and each utility's written confirmation that no arrears or disputes are outstanding.

In a share purchase the connections stay with the company, along with any arrears. In an asset purchase the connection must be transferred into the buyer's name, and the buyer should not assume the utility will process that change while the seller owes money. Treat every unpaid bill as a debt-like item, and make the utility's written consent to transfer a condition precedent where the plant cannot run without it.

Due diligence for buying a factory in Bangladesh: the sequence

The general document request list for a Bangladeshi target is in our guide to M&A due diligence in Bangladesh, and we do not repeat it here. A factory acquisition adds a physical and operational layer to that review: site inspection, stock counts, bond reconciliation, environmental sampling, utility verification and a workforce census. The sequence below reflects how we run buy-side factory deals.

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The discipline that matters most when buying a factory in Bangladesh is to verify rather than accept: a certified copy from the sub-registry, the RJSC, the bond commissionerate or the utility proves what the official record says, while a scan in the data room proves only that a document exists.

Contract protections that actually work

Diligence that does not change the documents has been wasted, and buying a factory in Bangladesh generates more findings than most deals. Every material finding should end in one of five places: a reason to walk away, a cure before closing, a price adjustment, a specific indemnity backed by money, or a risk the buyer knowingly accepts. The drafting of the agreement itself is covered in our guide to the share purchase agreement in Bangladesh; the points below are specific to factories.

Price mechanics: treat liabilities as debt

Quantified exposures should come off the price as debt-like items rather than sit in warranties: unfunded gratuity, provident fund and participation fund arrears, VAT and customs arrears, utility arrears, overdue land development tax and the capital cost of bringing the effluent plant or fire safety up to standard. Warranties are for the unknown; known liabilities belong in the price.

Specific indemnities and a tax covenant

For identified but unquantified risks, a specific indemnity is stronger than a warranty because it does not depend on disclosure or on proving loss of value. Factory deals typically need indemnities for pre-closing VAT, customs and bond shortfalls, income tax and withholding, title defects, environmental compensation and remediation, workforce claims and identified litigation. A tax covenant should define tax periods, filing control, cooperation on audits, refunds and gross-up. Environmental indemnities need a longer survival period and a higher cap than ordinary business warranties.

Conditions precedent that bite

• Lender releases: payoff letters, registered mortgage releases and RJSC satisfaction filings delivered at closing.
• VAT position: clearance under section 36, or the Commissioner's permission against a bank guarantee in an asset deal.[1]
• Bond approval: Bond Commissionerate consent to the change of ownership and the new general bond.
• Land cure: mutation, transfer of sponsor-held land and certified title documents.
• Licences and utilities: written confirmation that factory, fire, environmental and utility permissions continue or have been issued to the buyer.
• Foreign exchange: valuation and authorised dealer steps under the March 2026 master circular.

Foreign buyers should note the timetable in that circular. A share transfer involving a non-resident must be completed within 45 days of the MoU signing date or the Bangladesh Bank approval date, whichever is later; post-facto reports are due within 14 days of transfer; and the audited accounts used in the MoU must be no more than six months old.[4] Build those dates into the long-stop rather than discovering them after signing.

Escrow, retention and security for a thin seller

An indemnity is worth what the seller can pay. Where the seller is a local holding vehicle that will distribute the proceeds, use retention or escrow sized to the credible downside, a parent or personal guarantee, or deferred consideration with set-off rights. Where a non-resident's sale proceeds are involved, the authorised dealer may credit them to an escrow account only with Bangladesh Bank's prior permission, so agree the mechanism early.[4] Define release events by objective evidence: a VAT clearance, a completed bond audit, a DoE closure letter, the expiry of a limitation period.

Warranties to insist on

Beyond the standard set, take specific warranties on title to every plot used, registration and disclosure of all charges, reconciliation of the bond account, absence of environmental notices, utility use within sanctioned load and a complete worker register including contract labour. A data room uploaded without an index is not fair disclosure.

What to watch in 2026

Four developments shape factory acquisitions this year. The amended Labour Act now governs provident fund obligations, union structure and exit benefits, and every workforce model should be run on the 2026 text.[7] Invest Bangladesh has replaced BIDA and BEZA, so zone consents and investment registrations run through a new authority whose procedures are still settling.[14] Bonded warehouse administration is fully online and enforcement increasingly cross-checks data, which makes historic bond discrepancies easier for the NBR to find.[9] [10] And gas scarcity keeps existing industrial connections at a premium.[11]

We have not identified any 2026 rule that changes the basic share-versus-asset analysis for factory acquisitions. What has changed is the cost of getting the analysis wrong. If you are evaluating a target, our corporate transaction and due diligence practice and our industrial parks and manufacturing facilities practice run buy-side factory reviews; the seller's perspective is set out in our guide on how to sell a factory in Bangladesh.

Frequently asked questions

Is a share purchase or an asset purchase safer when buying a factory in Bangladesh?

Neither is automatically safer. A share purchase keeps licences, land and connections in place but inherits every historic liability of the company. An asset purchase narrows that exposure but requires registered conveyances, new licences, worker consent and lender releases, and it still makes the buyer the VAT successor in a going-concern transfer.[1] [6]

Does an asset purchase protect the buyer from the seller's VAT arrears?

Not fully. Section 36 of the VAT and Supplementary Duty Act 2012 prohibits transfer of a running business until payable taxes and arrears are paid, unless the Commissioner permits it against an unconditional bank guarantee, and treats the purchaser as the seller's successor from the transfer date.[1]

Can the tax authority take a factory's property for unpaid VAT?

Yes. Section 99 creates a preferential government lien over all properties of a defaulting taxpayer until the arrear is paid, and after notice and one month the Commissioner may attach and sell immovable property. Section 95 also allows bank freezes, sealing of premises and blocking of import clearances.[1]

Can a bank sell the factory before the deal closes?

A financial institution holding a mortgage, pledge or lien with a right of sale can sell the collateral under section 12 of the Artha Rin Adalat Ain 2003 without first suing, and the auction buyer takes title that cannot be challenged. Check facility status and agree releases before signing.[13]

Do factory workers transfer automatically to the buyer?

Only in a share purchase, where the employer does not change. In an asset purchase there is no automatic transfer and employee consent is needed; relocation beyond 40 kilometres entitles workers to retrenchment benefits.[6]

What labour liabilities should a factory buyer price?

Accrued gratuity where a scheme exists, provident fund contributions due, workers' participation fund arrears, earned leave, pending Labour Court claims and remediation of inspection findings. Since April 2026, establishments with 100 or more permanent workers also face a provident fund obligation, subject to the Progoti pension alternative.[7]

Who is liable for pollution caused before the acquisition?

The company that caused it remains liable for compensation and corrective measures under section 7 of the Environment Conservation Act 1995, so a share buyer inherits that exposure. Section 16 also deems directors and officers liable for a company's breach unless they prove lack of knowledge or due diligence.[8]

What happens to the bonded warehouse licence when a factory is sold?

In a share purchase the licence stays with the company, but the change of ownership needs customs approval and the bond account must reconcile. In an asset purchase the buyer needs its own licence. Utilisation permissions have been online-only through the Customs Bond Management System since 1 January 2026.[9]

Why does an existing gas connection matter so much?

New industrial gas connections were halted from January 2025 except for previously promised ones, and new connections and load increases were priced 33 per cent higher from April 2025. An existing sanctioned load can be hard or impossible to replace.[11]

What foreign exchange steps apply when a foreign buyer acquires factory shares?

Under Bangladesh Bank FEID Circular No. 01 of 8 March 2026, transfers are priced at fair value, a valuation report is needed above BDT 10 million, the transfer must complete within 45 days of the MoU or approval, and post-facto reporting is due within 14 days.[4]