Foreign Loan Approval in Bangladesh 2026: Invest Bangladesh, Bangladesh Bank and the Scrutiny Committee

Foreign loan approval Bangladesh: the 2026 framework at a glance

Foreign loan approval Bangladesh rules decide whether offshore money can lawfully reach a Bangladeshi company, whether it can be repaid, and what it may cost. In 2026 the framework changed shape twice. BIDA was dissolved into the Invest Bangladesh Authority under Act No. 104 of 2026, and in September Bangladesh Bank reissued its master circular on loans, guarantees and external borrowings, then clarified within twelve days which body approves borrowing by enterprises in specialised zones. The commercial terms of a facility now matter less than getting the regulatory route right before signing.

This guide is written for borrowers, offshore lenders, sponsors and their finance teams. It explains which body grants approval and when no approval is needed, how the Scrutiny Committee judges a proposal, the all-in cost limits that actually apply, short-term trade credit, shareholder loans, the application file, repayment and interest remittance, withholding tax on interest, and security over local assets. Where a TRW guide already covers a point in depth, we link to it rather than repeat it.

Summary: Medium- and long-term borrowing from abroad by private sector industrial enterprises needs prior authorisation from the Invest Bangladesh Authority, decided on the recommendation of its Scrutiny Committee on Foreign Loan/Supplier's Credit. Enterprises in specialised zones that are not registered with the Authority go to Bangladesh Bank instead. Trade credit of up to one year follows Bangladesh Bank's import rules, and fully foreign-owned industrial companies can borrow from parents and shareholders under a general permission with a 3 per cent cost cap. Once a loan is approved, the nominated AD bank can remit interest and principal without returning to Bangladesh Bank, after deducting tax.

Key point: FEPD-1 Circular No. 35 of 14 September 2026 is the operative text on the approving body. It removed the Bangladesh Bank approval requirement for specialised-zone enterprises registered with the Invest Bangladesh Authority, and sent loan proposals of former Economic Zone companies to the Authority's Scrutiny Committee. A proposal filed with the wrong body in late 2026 is a proposal that has not been filed.

At a glance

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Table of Contents

Foreign loan approval Bangladesh: who decides after the 2026 merger

The legal basis for every rule in this guide is the Foreign Exchange Regulation Act 1947. Bangladesh Bank issues its foreign exchange instructions under section 20(3) of that Act, and the regulation of loans, overdrafts and guarantees involving non-residents rests on sections 3, 4, 5, 18 and 20.[1] The Invest Bangladesh Act 2026 itself does not set out a borrowing procedure. It establishes the Authority and lists its investment, zone and PPP functions, while the approval requirement for external borrowing comes from Bangladesh Bank's circular and the procedure it incorporates.[8] [1]

From BIDA to the Invest Bangladesh Authority

The Invest Bangladesh Act 2026 is Act No. 104 of 2026, dated 16 July 2026, and came into force on 20 August 2026.[8] The Authority began operating on 23 August 2026 as the merged successor to BIDA, the Bangladesh Economic Zones Authority and the Public-Private Partnership Authority.[7] Our guide to the Invest Bangladesh Act 2026 covers the institutional change and the industrial area framework; this article deals only with what the merger means for borrowing.

Bangladesh Bank's consolidated circular, FEPD-1 Circular No. 32 of 2 September 2026, already speaks the new language. Paragraph 28 provides that all proposals for borrowing from abroad by private sector industrial enterprises, including supplier's credits, financial loans from institutions or individuals and debt issues in capital markets abroad, require prior authorisation of the Invest Bangladesh Authority. It describes the Board of Investment as subsequently renamed BIDA and thereafter the Invest Bangladesh Authority.[1]

The September 2026 clarification for specialised zones

Paragraph 27 of Circular No. 32, as first issued, made all medium- and long-term external borrowing by industrial enterprises in specialised zones subject to Bangladesh Bank approval, routed through the nominated AD bank and the zone authority to the Foreign Exchange Investment Department.[1] Because many former Economic Zone companies are now registered with the Invest Bangladesh Authority, that wording sat uneasily with the merger. FEPD-1 Circular No. 35 of 14 September 2026 replaced it: medium- and long-term borrowing by specialised-zone enterprises, other than those registered with the Invest Bangladesh Authority, is subject to Bangladesh Bank approval, and loan proposals of former Economic Zone companies go to the Authority's Scrutiny Committee on Foreign Loan/Supplier's Credit.[2]

In practical terms, an enterprise in an export processing zone or another specialised zone that is not registered with the Authority still files through its nominated AD and zone authority to Bangladesh Bank. A former Economic Zone company files with the Authority. Every other private sector industrial borrower outside the zones files with the Authority, unless a general permission removes the need for approval altogether.

Public sector borrowers and finance companies

Borrowing abroad by public sector entities requires Government approval, and borrowing on commercial, non-concessional terms also needs the specific approval of the Standing Committee on Non-Concessional Loan.[1] Finance companies licensed by Bangladesh Bank need its prior approval to borrow abroad, with an effective interest rate consistent with other foreign loans, a repayment period including grace of not less than five years, and the foreign currency used as security for Taka lending to manufacturing and infrastructure.[1] Banks borrowing on their own account follow separate prudential rules, discussed in our overview of banking law in Bangladesh.

How the Scrutiny Committee assesses a foreign loan proposal

The procedure for the Invest Bangladesh route is still the Board of Investment Notification of 10 December 1998, which Bangladesh Bank reproduces as Appendix-3 to Circular No. 32.[1] The Scrutiny Committee is the centre of the foreign loan approval Bangladesh process for industrial borrowers outside the zones. The notification is short, and every borrower should read it before building a financial model, because it tells the Scrutiny Committee what to prefer and what to resist.

What the committee prioritises

Priority goes to medium- and longer-term borrowing for installing new capacity, or upgrading or expanding existing capacity, for goods and services for export or domestic use. Borrowing that would build excessive capacity, or that funds speculative outlays in sectors such as real estate or commercial office buildings, is discouraged. Shorter-term proposals will normally not be considered favourably unless they are temporary and unavoidable bridging arrangements ahead of an approved medium- or long-term loan.[1] BIDA's published guidance went further: approval is for foreign currency borrowing to import capital goods for a new project or for replacement or expansion, and no permission is granted to use a foreign loan as working capital.[6]

The five analyses every proposal must carry

The notification requires analyses of the project's commercial viability, its capacity to service the debt from project income, the cost competitiveness of its output at home and abroad, existing domestic production capacity and demand in the sector, and the sponsors' existing indebtedness, certified by their bankers and the CIB at Bangladesh Bank.[1] These are the questions the committee asks. A proposal that answers them with a lender's term sheet and a one-page cash flow invites queries; one that answers them with a bankable feasibility study, sensitivity cases and a CIB-backed debt schedule moves.

Who sits on the committee

The 1998 notification sends fully documented proposals to a committee headed by the Governor of Bangladesh Bank for final approval, and BIDA's published procedure describes the Scrutiny Committee on Foreign Loan/Supplier's Credit as headed by the Governor.[1] [6] Bangladesh Bank's September 2026 clarification now refers to the committee as that of the Invest Bangladesh Authority.[2] The central bank's continued presence matters: the committee reads a proposal as a balance-of-payments exposure as well as an investment.

Debt-equity conditions in practice

The committee attaches conditions. In approvals reported in January 2024, it required borrowers to keep a 70:30 debt-to-equity ratio throughout the project life, made nominated banks responsible for confirming the threshold when opening LCs, and gave some companies two years to bring their ratios within the limit.[10] PwC's tax summary also records BIDA's recommended 70:30 ceiling for foreign loans.[14] Build the ratio into the financing plan before applying, and treat it as a covenant that survives disbursement.

All-in cost limits: what applies to which facility

No single interest cap governs every foreign loan approval Bangladesh regulators grant. The ceiling depends on the type of facility, and borrowers routinely misapply a trade-finance figure to a term loan or the reverse. The application form defines the measure for term loans: effective interest is the stated annual rate plus annualised fees, such as commitment, syndication, front-end and project appraisal fees.[1]

Term loans approved by the Scrutiny Committee

For loans on the Invest Bangladesh route, the 1998 notification sets a reasonableness test rather than a number. The rate and charges should be reasonable compared with prevailing international lending rates in the currency and tenor, normally based on the government treasury bond rate in that currency for that tenor plus a reasonably modest country risk premium; excessively high margins invite additional rigour in scrutiny.[1] We have not found a published 2026 numeric ceiling for these loans. Treat any figure quoted to you as committee practice to be tested against current approvals, and present the all-in cost against an identified benchmark in the application.

Short-term trade finance and usance interest

Short-term trade finance has a hard ceiling. FEPD-1 Circular No. 10 of 11 May 2026 fixes the all-in cost at 3 percentage points a year over the benchmark rate for the currency, such as SOFR or Euribor. It applies to short-term import trade finance in foreign exchange, discounting of usance export bills and early payments against exports on open account terms, and replaced the ceiling set in August 2025.[5] The consolidated import circular applies the same ceiling to usance interest on deferred-payment imports and to buyer's credit arranged through the importer's AD.[4]

Parent and shareholder loans under general permission

For fully foreign-owned industrial enterprises borrowing from parents, associates or shareholders under FEID Circular No. 03 of 15 July 2026, the all-in cost of a cost-bearing facility may not exceed 3 per cent a year, a flat figure rather than a margin over a benchmark.[3] A loan priced above that figure falls outside the general permission and must go to the appropriate authority for approval.

Short-term trade credit outside the approval process

Trade credit is the one area where the foreign loan approval Bangladesh process does not apply at all. Both Circular No. 32 and the 1998 notification exclude short-term credit of up to one year from suppliers or buyers abroad from the Invest Bangladesh approval process. Those facilities follow Bangladesh Bank's instructions on settlement of current commercial transactions.[1] In 2026 those instructions are in FEPD-1 Circular No. 30 of 13 August 2026, the consolidated circular on import transactions.[4] The detail of import payments is covered in our guide to foreign exchange regulations in Bangladesh; the points below are the ones that matter for credit structuring.

Permitted usance periods

Industrial raw materials for own use may be imported on supplier's credit or deferred payment for up to 270 days or the cash conversion cycle, whichever is earlier. Spares, steel-making inputs, active pharmaceutical ingredients and several other categories qualify for up to 360 days, and life-saving drugs for up to 180 days.[4] Capital machinery and capital goods may be imported on usance terms of up to three years under supplier's or buyer's credit, including by enterprises in export processing zones, economic zones, hi-tech parks and other specialised zones.[4]

Buyer's credit and the guarantees that support it

Buyer's credit from foreign banks and financial institutions, including offshore banking units, is available against usance import bills accepted by ADs, at the same interest level as supplier's credit.[4] Importers may give corporate, personal or third-party guarantees to the foreign lenders paying suppliers under buyer's credit. ADs may also issue repayment guarantees without Bangladesh Bank approval in favour of the International Islamic Trade Finance Corporation for short-term buyer's credit of up to 180 days for industrial raw materials.[1]

When trade credit becomes a loan

Trade credit stays outside the approval process only while it remains tied to an eligible import, within the permitted usance and within the cost ceiling. A rolling facility that funds general working capital, or a "supplier's credit" over five years, is external borrowing and needs the approval route. The one-year line in paragraph 28 is a regulatory boundary, not a drafting convenience.

Shareholder and parent loans under general permission

FEID Circular No. 03 of 15 July 2026 created the most important exception to case-by-case approval. Fully foreign-owned industrial enterprises, inside and outside specialised zones, may borrow from parent companies, associates or shareholders abroad without prior approval if they stay within its terms.[3] Our guide on equity or a parent loan for a Bangladesh subsidiary analyses the structuring choice, and foreign loans for Bangladesh businesses walks through the general permission end to end. In outline:

• Short term, under one year, outside zones: interest-free loans for general working capital excluding input procurement, or cost-bearing loans for bona fide purposes including inputs at an all-in cost up to 3 per cent, bullet repayment and rollovers up to three years in aggregate; both short-term facilities are also open to foreign-controlled industrial enterprises.[3]
• Medium term, one to five years: capital expenditure only; cost-free loans up to USD 50 million; cost-bearing loans up to USD 5 million at no more than 3 per cent.[3]
• Long term, over five years: capital expenditure only; cost-free encouraged, any cost capped at 3 per cent, and no bullet repayment.[3]
• General conditions: no history of external default, an 80:20 debt-equity limit for cost-bearing loans, instalments of no more than USD 5 million, all flows through the nominated AD, and conversion to equity permitted at any time.[3]

Who still needs approval for a shareholder loan

The general permission takes many shareholder loans out of the foreign loan approval Bangladesh process, but it is narrower than it first appears. It covers fully foreign-owned industrial enterprises; trading businesses are excluded from the short-term permission, and the medium- and long-term permission is confined to fully foreign-owned borrowers.[3] A joint venture with a Bangladeshi shareholder, a cost-bearing medium-term loan above USD 5 million, or a loan priced above 3 per cent falls outside it, and the circular directs applications beyond the general authorisation to the appropriate authority.[3] For most such borrowers outside the zones that authority is the Invest Bangladesh Authority, and the proposal goes before the Scrutiny Committee like any third-party loan.

Shareholder loans also need commercial substance. The tax authorities will test a related-party rate against arm's-length terms, and a loan without a real repayment schedule invites recharacterisation questions at repatriation stage. Our guide to capital repatriation in Bangladesh explains how exit flows are evidenced.

The foreign loan approval Bangladesh file and timelines

The documents for an application on the Invest Bangladesh route combine the Annexure-A form in Appendix-3 with the supporting papers BIDA listed for its online one-stop service. Annexure-A asks for the borrower's registration, the industry type, the lender, principal and purpose, the draft or final agreement, effective interest rate, repayment period and schedule, the type of borrowing and the nominated bank, and requires the memorandum and articles, a board resolution and pro forma invoices for machinery.[1]

BIDA's list adds the certificate of incorporation and commencement, investment registration certificate, a term sheet or agreement showing the repayment schedule, grace period and calculated effective rate, a feasibility report, financial analysis covering IRR, break-even, debt-equity and DSCR in base and sensitivity cases, CIB undertakings and a bank creditworthiness certificate, evidence of equity encashment, sponsors' credentials and track record. For supplier's credit it also requires a BRTC or BUET certificate on the quality, price and economic life of the machinery, and power projects add the letter of intent, implementation agreement and power purchase agreement.[6]

The sequence that works

The order of work matters more than the number of papers. Classify the borrower and route first, then align the term sheet to the cost and tenor rules, then build the analyses, and only then sign the facility. Signing first and applying later forces amendments that the committee will want to see as well.

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Timelines

Neither the 1998 notification nor Circular No. 32 sets a statutory time limit for a decision, and BIDA's published procedure does not give one.[6] The committee meets periodically rather than continuously, so a query raised after one meeting usually costs a full cycle. Build the approval into the conditions precedent with a realistic long-stop date, and keep the lender's commitment period long enough to absorb at least one round of questions.

Disbursement, foreign currency accounts and reporting

Approval is not the last regulatory step, and the nominated AD carries most of the burden that follows. For each supplier's credit or loan approved by the Authority, the nominated AD must send a copy of the loan agreement to Bangladesh Bank's Foreign Exchange Policy Department, Foreign Exchange Investment Department and Statistics Department.[1] AD head offices must also file a consolidated quarterly statement of all approved foreign loans, with comment on utilisation of each loan, within 15 days of each quarter end.[1]

Retaining loan proceeds in foreign currency

On 7 October 2026 Bangladesh Bank allowed ADs to open foreign currency accounts for eligible private sector industrial enterprises to hold the proceeds of approved medium- and long-term external loans. The balances may be used for imports, bona fide service payments needed for the approved works and conversion to Taka for approved local procurement, may earn interest, and may be kept after utilisation for repayment, up to the amount needed for the next three instalments where the loan agreement requires funds to be held.[9] The change removes a long-standing currency mismatch: borrowers no longer have to convert every dollar on arrival and buy it back at repayment.

Amendments and renewals

Where the original loan, overdraft or guarantee needed Bangladesh Bank approval, a renewal also needs its prior approval.[1] Under the shareholder-loan permission, amendments must be reported within 7 days and disbursements within 14 days.[3] A change in margin, tenor or lender is a regulatory event; treat it as one before it is signed.

Repayment and remittance of interest

Paragraph 29 of Circular No. 32 lets ADs remit interest, principal and admissible charges on loans approved by the Invest Bangladesh Authority without prior reference to Bangladesh Bank, on three conditions.[1]

• Same bank: payments go only through the nominated AD that originally received the foreign credit, and only after applicable taxes are deducted and paid.
• Proof of inflow: for loans received in convertible foreign exchange, the AD must certify the dates and amounts of receipt and the returns in which they were reported, and forward the credit agreement and repayment schedule.
• Proof of import: for supplier's credit, the borrower must give the AD attested bills of entry showing the capital goods actually arrived before any instalment of interest or principal is remitted.

Repayment is where a defective foreign loan approval Bangladesh file shows its cost, and these conditions explain most delays. A borrower that changes its main bank, loses its bills of entry or cannot match inflows to returns finds that the remittance stalls, however clear the loan agreement is. Keep a single repayment file from day one: the approval, agreement, schedule, inward encashment evidence, bills of entry and tax challans.

Repayment under the general permission

Shareholder loans under FEID Circular No. 03 are repaid from the borrower's foreign currency account through the nominated AD, with instalments sized to projected cash flows and capped at USD 5 million.[3] Principal on an interest-free short-term working capital loan can also be repaid without prior approval.[3]

Withholding tax on interest paid to foreign lenders

Every remittance of interest is made "subject to deductions of applicable taxes and payment thereof", so tax sits inside the foreign exchange process, not beside it, and belongs in foreign loan approval Bangladesh planning from the term sheet.[1] Under the Income Tax Act 2023, a payer must withhold on taxable payments to non-residents under section 119, as explained in our guide to withholding tax in Bangladesh.

The rate and treaty relief

Published 2026 summaries do not agree on the domestic rate for interest. Chambers' 2026 investment guide states that interest paid to non-resident entities is subject to 20 per cent withholding.[12] PwC's summary, reviewed on 31 July 2026, gives 10 per cent in its main table but 20 per cent as the non-treaty rate in its treaty table.[13] Confirm the rate in the current deduction rules on the payment date and price the facility on the higher figure until confirmed. Treaty rates on interest are commonly 10 per cent, including for the United States, Singapore, China, India, Japan and Germany, while the United Kingdom rate is 7.5 per cent for banks and financial institutions.[13]

Treaty relief is not self-executing. A non-resident applies to the National Board of Revenue for a certificate allowing payment without deduction or at a reduced rate, and the Board is to act within 30 days of a complete application.[13] For a lender with no permanent establishment in Bangladesh, the tax withheld is generally the final tax on that income.[13]

Gross-up, deductibility and transfer pricing

Most offshore facilities contain a gross-up clause, which shifts the withholding cost to the borrower and raises the effective all-in cost. That additional cost should be shown in the approval file; an all-in cost that ignores the gross-up is understated. Interest incurred for the business is generally deductible, but only if it is actually paid and properly withheld on. Related-party loans are international transactions that must be priced at arm's length, and taxpayers with aggregate international transactions above BDT 30 million must keep transfer pricing documentation and obtain an independent accountant's report.[14] Keep the withholding challans with the loan file, because the same evidence supports the deduction, the remittance and the transfer pricing statement.

Security over local assets and guarantees

Security is not itself part of the foreign loan approval Bangladesh regulators grant, but it depends on it. Offshore lenders want security in Bangladesh, and the circular separates guarantees that need Bangladesh Bank permission from those that do not.

Corporate and personal guarantees

Resident borrowers do not need Bangladesh Bank permission to give corporate, personal or third-party guarantees to foreign lenders where the loan has been approved by the Invest Bangladesh Authority.[1] Sponsor support, cross-guarantees from group companies and parent comfort can therefore be documented without a separate foreign exchange application, provided the underlying loan approval is in place.

Bank guarantees and standby letters of credit

A repayment commitment by an AD, whether a bank guarantee, a standby letter of credit or otherwise, needs Bangladesh Bank's specific permission. The application must show that credit norms and single borrower limits are met, that eligible collateral covers the commitment, that at least 25 per cent of the commitment is held as cash margin or unencumbered encashable deposits, that the bank's board or management has approved it, and that the Invest Bangladesh Authority has approved the borrowing.[1] Our guides to overseas bank guarantees and SBLCs and bank guarantees in Bangladesh cover the instruments themselves.

Mortgages and charges over company assets

A company mortgage or charge over immovable property, book debts, movables other than stock-in-trade, uncalled capital, a floating charge or one securing debentures must be registered with the Registrar of Joint Stock Companies within 21 days of creation. If it is not, it is void against the liquidator and any creditor, although the debt itself survives.[11] For a charge created outside Bangladesh over property in Bangladesh, the 21 days run from when the instrument would have arrived by post.[11] A land mortgage also needs registration under the land registration laws and stamp duty, so the security package should be timetabled as carefully as the approval.

Zone restrictions and security agents

Joint venture enterprises in specialised zones, classified as Type B, may not encumber fixed assets or raw materials in favour of offshore lenders.[1] More generally, foreign lenders usually hold Bangladeshi security through a local bank acting as security agent or trustee, which can register charges, hold title documents and enforce in the local courts. Enforcement and recovery strategy is a separate exercise; agree it in the intercreditor terms before the first drawdown.

Foreign loan approval Bangladesh mistakes that delay funding

Most failed or delayed applications share a small number of causes, and almost all can be avoided at the term-sheet stage.

• Filing with the wrong body: applying to Bangladesh Bank for a former Economic Zone company, or to the Authority for an unregistered zone enterprise, after Circular No. 35.[2]
• Using the wrong cost test: quoting SOFR plus 3 per cent for a term loan, or a benchmark margin for a shareholder loan that has a flat 3 per cent ceiling.
• Understating the all-in cost: leaving out front-end, commitment or arrangement fees, or the cost of a tax gross-up.
• Working capital dressed as capital expenditure: a term loan whose real use is general working capital, which the published guidance says will not be approved.[6]
• Debt-equity breaches: a facility that takes the borrower beyond the ratio the committee will impose as a condition.[10]
• Changing banks: moving the account after drawdown, which breaks the requirement that repayments go through the AD that received the funds.[1]
• Late charge registration: missing the 21-day window and leaving the lender unsecured against a liquidator.[11]

Our banking and finance practice acts for borrowers and offshore lenders through each of these stages, from route analysis and term sheet to approval, security perfection and repayment.

Frequently asked questions

Does every foreign loan to a Bangladesh company need prior approval?

No. Trade credit of up to one year follows Bangladesh Bank's import rules, and fully foreign-owned industrial enterprises may borrow from parents, associates and shareholders under the general permission in FEID Circular No. 03 of 2026. Other borrowing from abroad by private sector industrial enterprises needs prior authorisation.[1] [3]

Which body approves foreign loans now that BIDA has been dissolved?

The Invest Bangladesh Authority, which succeeded BIDA under Act No. 104 of 2026, through its Scrutiny Committee on Foreign Loan/Supplier's Credit. Specialised-zone enterprises not registered with the Authority go to Bangladesh Bank.[2] [8]

Where does a former Economic Zone company apply?

To the Scrutiny Committee of the Invest Bangladesh Authority, under FEPD-1 Circular No. 35 of 14 September 2026.[2]

Is there a fixed interest ceiling for loans approved by the Scrutiny Committee?

No published numeric ceiling applies. The rate should be reasonable against international rates, normally the government treasury bond rate for the currency and tenor plus a modest country risk premium.[1]

What is the all-in cost ceiling for short-term trade finance?

The benchmark rate for the currency, such as SOFR or Euribor, plus 3 percentage points a year, under FEPD-1 Circular No. 10 of 11 May 2026.[5]

Can a foreign loan be used for working capital?

Not on the Scrutiny Committee route, according to BIDA's published guidance. Fully foreign-owned enterprises can take short-term working capital loans from parents and shareholders under the general permission.[6] [3]

Does interest remittance need fresh Bangladesh Bank approval?

No, for loans approved by the Invest Bangladesh Authority, provided payment goes through the AD that received the loan, tax is deducted and the inflow and import evidence is in place.[1]

How much tax is withheld on interest paid to a foreign lender?

Published 2026 guides cite 20 per cent, with some showing 10 per cent, so confirm the current rule. Treaty rates are commonly 10 per cent, with a certificate from the National Board of Revenue needed to apply them.[12] [13]

Can a Bangladeshi parent or director guarantee a foreign loan?

Yes. Corporate, personal and third-party guarantees to foreign lenders need no Bangladesh Bank permission where the loan is approved by the Invest Bangladesh Authority. A bank guarantee or SBLC needs specific permission.[1]

What happens if a charge in favour of a foreign lender is not registered?

A registrable charge not filed with the Registrar within 21 days is void against the liquidator and creditors, though the debt itself remains payable.[11]