Merger Notification and Competition Law in Bangladesh 2026: Section 21, Draft Regulations and Deal Strategy

Merger notification competition law Bangladesh: the 2026 position

Merger notification competition law Bangladesh deal teams ask about starts from a gap. Section 21 of the Competition Act 2012 prohibits any combination that causes, or is likely to cause, an adverse effect on competition, and lets the Bangladesh Competition Commission approve a harmless combination on application.[2] [3] What the Act left to combination regulations, namely which deals must be filed, on what form and within what time, has still not been made. As at 20 October 2026 there are no gazetted notification thresholds, no prescribed filing form and no statutory review clock for combinations.

That gap does not make the prohibition optional. This guide explains what section 21 catches, where the draft combination regulations stand after the February 2026 election, how the Competition Commission handles transactions in practice, when a voluntary application makes sense, what to put in it, the penalties and appeal routes, and how foreign-to-foreign deals with a Bangladesh nexus are treated. The court and regulator mechanics of a merger, the share-purchase process and listed-company takeovers are covered in companion TRW guides, which we link rather than repeat.

Summary: Bangladesh has a substantive merger prohibition but no operative notification regime. Section 21 of the Competition Act 2012 bans combinations that harm competition and allows approval on application, but the combination regulations that would set thresholds, forms and deadlines remain in draft. The Commission acts reactively, on complaint or on its own motion, and has not yet reviewed a merger. Parties to deals between competitors, or deals that create a meaningful market position, should run a written competition assessment and decide deliberately whether to apply for approval.

Key point: Absence of thresholds is not absence of risk. The Commission can open an inquiry into a combination on its own motion, issue an interim order to stop it under section 19, and refuse approval where competition is harmed. Breach of a Commission order, condition or approval is an offence under section 24, and directors and officers with direct involvement are deemed liable under section 35 unless they prove lack of knowledge or due diligence.

At a glance

Swipe or scroll →

Table of Contents

Section 21 and the Competition Act 2012 framework for combinations

The Competition Act 2012 (Act No. XXIII of 2012) is Bangladesh's single competition statute. It applies to every enterprise that buys, sells, produces, supplies, distributes or stores goods or services for commercial purposes, and it is administered by the Bangladesh Competition Commission.[1] [2] The Act has three substantive pillars: anti-competitive agreements under section 15, abuse of dominance under section 16, and combinations under section 21. An authentic English text was published by the Ministry of Commerce under S.R.O. No. 48-Law/2017 dated 2 March 2017, and that text is the one foreign counsel should cite.[2]

What section 21 actually says

Section 21(1) prohibits a combination that causes or is likely to cause an adverse effect on competition in the market for goods or services. Its proviso allows the Commission, on an application and after inquiry, to approve a combination that does not have that effect, and states that the types of combination requiring the Commission's approval are to be prescribed by regulations.[2] [3] Section 21(2) then lets the Commission inquire into or investigate a combination on such application and in such procedure as the regulations prescribe.

If satisfied that there is no adverse effect, the Commission may approve the combination by order; if there is or is likely to be one, it must refuse approval.[2] [3]

Two points follow. First, the prohibition in section 21(1) is drafted as an operative rule, not as a filing obligation; it applies to a harmful combination whether or not anyone applied. Second, every procedural element of merger notification competition law Bangladesh practitioners would expect, including the list of notifiable deals, the application and the inquiry procedure, depends on combination regulations that do not yet exist.

What counts as a combination

Section 2 defines a combination as "acquisition or taking control or amalgamation or merger in trade".[2] Acquisition is itself defined widely: to acquire or agree to acquire, directly or indirectly, any share, voting rights or assets of an enterprise, or to take control of its assets or management.[2] [1] An enterprise covers any person, financial entity or government department engaged in production, supply, distribution, investment or dealing in shares or securities, whether directly or through units, divisions or subsidiaries, with activities relating to government currency and defence excluded.[2]

The result is that section 21 can reach share purchases, asset and business transfers, court-sanctioned schemes of amalgamation, acquisitions of voting rights without equity, indirect acquisitions through a holding company and agreements to acquire. The Act does not define control, and section 2(2) imports Companies Act 1994 meanings for undefined terms.[1] A 2026 practitioner guide notes that appointing the majority of a company's board without holding a majority of its shares may be treated as a change of control for competition purposes.[7] Minority stakes with veto rights, management agreements and joint ventures that pool a business deserve the same scrutiny.

What section 21 does not say

UNCTAD's 2022 voluntary peer review of Bangladesh catalogued the gaps. The Act does not say whether notification is voluntary or mandatory, or whether it comes before or after closing; it sets no review deadline; it is unclear whether the Commission can approve with conditions, penalise a failure to notify, or order unwinding or divestiture; and because section 21 sits in a different chapter from sections 15 and 16, it is unclear whether the section 20 penalties apply to combinations.[5] UNCTAD recommended a mandatory notification requirement, notifiable thresholds, a binding review period and explicit remedial powers.[5] None of those recommendations has yet been implemented by regulation or amendment.

Status of merger notification competition law Bangladesh regulations in 2026

Section 44 allows the Competition Commission to make regulations only with the prior approval of the Government and by notification in the official Gazette.[2] That two-step requirement explains why drafts have moved slowly: the Commission prepares the text, the ministries vet it, and nothing binds until gazetted. As at the date of writing we are not aware of any combination regulation having been published in the Gazette.

From the 2023 rules to the 2025 draft

The drafting history runs across several versions. The Chambers Corporate M&A 2026 guide on Bangladesh, updated 21 April 2026, reports that the Competition Commission prepared a draft of the Bangladesh Competition Commission Combination Rules, 2023, which had yet to be circulated for public consultation.[7] In August 2024 a commentator described a draft "Combination regulation 2024" with nine provisions covering definitions, classification, investigation committees, application procedure and fees, final orders, reconsideration, appeals and confidentiality.[9] By November 2025 commentary was addressing the Bangladesh Competition Commission Combination Regulations, 2025.[10]

Where the draft stands now

The Chambers Investing In 2026 guide on Bangladesh reports that the Commission is in the final stages of the combination regulation and has sent the draft to the Ministry of Law, Justice and Parliamentary Affairs for vetting, with no confirmed timeline, and that the February 2026 election could leave finalisation to the next government.[8]

That is what happened. The elected government has signalled competition reform but not a merger regime: on 8 June 2026 the Commerce Minister told Parliament that amendments to make the Competition Act "more modern and business-friendly" were under review at the Ministry of Commerce, and that a capacity project for the Commission had been sent to the Economic Relations Division on 6 April 2026.[12] Neither statement mentioned combination regulations.

The practical position for merger notification competition law Bangladesh advice in late 2026 is therefore unchanged from the Act itself: a prohibition, an approval power, and no mandatory filing trigger. Any deal timetable that assumes a gazetted regime will arrive before closing is speculative.

What the drafts have proposed

Reported proposals give a sense of direction, not law. The 2024 draft was described as making notification mandatory above turnover thresholds of more than Tk 100 crore for a single company and more than Tk 300 crore for one or more companies.[9] Commentary on the 2025 draft called for mandatory pre-merger notification, a two-phase review with initial screening followed by detailed investigation, formal coordination with BTRC, BSEC and Bangladesh Bank, and explicit substantive tests, and criticised the draft for omitting analysis of concentration, entry barriers, coordinated effects, vertical foreclosure and data-driven dominance.[10]

UNCTAD reported in 2022 that the Commission was leaning towards a mandatory pre-merger regime, was considering thresholds that would exclude small firms, and was drafting criteria, thresholds and local nexus rules.[5] When final combination regulations appear, expect turnover or asset thresholds, a suspensory or deadline-based filing obligation and a fee. Until then, do not treat any draft figure as a safe harbour.

Voluntary or mandatory: how merger notification competition law Bangladesh works in practice

In practice the regime is voluntary and reactive. Chambers reports that the merger clearance provisions operate only in a reactive mode upon complaint from third parties, pending the rules needed for proactive measures such as merger filing.[7] UNDP's 2025 institutional diagnostic found that, in the absence of merger regulations, the Competition Commission "has neither evaluated any mergers nor enforced penalties for violations of merger regulations so far".[6] UNCTAD recorded the same position in 2022.[5]

Why the prohibition still bites

A reactive regime is not a toothless one. Section 8(1)(d) makes determining matters relating to combinations, including investigation, conditions and approval or rejection, a core function of the Commission, and section 8(2) lets it inquire on its own initiative or on complaint.[2] Section 19 expressly allows the Commission, during an investigation, to order a person to stop conduct in breach of section 21 where the breach is continuing or may be repeated, after a hearing.[2] An interim order lasts until the hearing ends or 60 days, extendable by a further 60 days, and remains binding during any appeal unless the appellate authority directs otherwise.[2]

The realistic triggers for scrutiny are a complaint by a competitor, customer or supplier; a reference from a sector regulator; and press coverage of a high-profile consolidation. A deal that combines two of the three largest suppliers of an essential commodity is precisely the kind of transaction that attracts all three.

When a voluntary application makes sense

Because the proviso to section 21(1) allows approval "on an application", parties may make a voluntary application even without regulations. A voluntary application is worth considering where the parties are direct competitors with a combined position that customers or rivals will notice; the target operates in a price-sensitive or politically watched sector such as edible oil, poultry, telecoms or pharmaceuticals; a sector regulator has asked about competition effects; or lenders or a foreign buyer's board want documentary comfort. An approval order under section 21(2)(a) is the only formal clearance the Act offers.[2] [3]

The counter-arguments are real. There is no statutory deadline, so a voluntary application can sit undetermined; it draws attention to a deal that might otherwise pass unnoticed; and the Commission's staffing is thin, with UNDP counting 49 officials against 230 in South Africa and 340 in India.[6] The decision is a judgement call to be documented, not a default. For most vertical or conglomerate deals with no overlap, a written internal assessment held on file is the proportionate response.

Which transactions need a competition assessment

Because there are no thresholds, the screen is substantive. The question is whether the combination causes or is likely to cause an adverse effect on competition in a relevant market, defined in section 2 by product substitutability and by geographic areas where conditions of competition are uniform.[1] [2] Start with overlaps, then supply-chain links, then the market position the combined business will hold. The table summarises the main deal types; on a phone, scroll it sideways.

Horizontal deals between competitors carry the highest risk. Vertical deals matter where the combined firm could foreclose rivals from an input or a route to market, and conglomerate deals matter where bundling or data can leverage one market into another. Bangladesh has no general market-share presumption for dominance. Telecoms is the exception noted in 2026 commentary, where significant market power has been set at 40 per cent or more of subscriber, revenue or spectrum share.[7] Use that figure as a sector reference point, not a merger threshold.

Internal reorganisations within a single group, where control does not change, should not ordinarily raise a section 21 concern, although the Act contains no express intra-group exemption. Record the reasoning. The wider transaction stack, including court sanction under sections 228 and 229 of the Companies Act 1994 and sector approvals, is covered in our guide to merger procedure in Bangladesh, and the share-deal sequence in our guide to the acquisition process in Bangladesh.

The merger notification competition law Bangladesh process: preparing an application

With no prescribed form, a voluntary application is a written petition to the Competition Commission under the proviso to section 21(1), asking it to inquire and approve the combination under section 21(2)(a).[2] The quality of the submission decides how the Commission engages, because its staff will build their inquiry from what the parties provide.

What to put in the application

Draft the voluntary application as if a notification form existed. It should cover the parties and their groups, ultimate owners and Bangladesh subsidiaries; the transaction structure, consideration and any change of control; the products and services each party supplies in Bangladesh and the proposed relevant markets; market-share estimates with sources, and the main competitors, customers and suppliers; overlaps and vertical links; entry conditions and imports; efficiencies and consumer benefits; any sector regulator involved; and the proposed timetable. Attach the transaction documents, recent audited accounts and board approvals. Mark commercially sensitive material confidential and explain why.

Turnover figures matter even without thresholds. Section 20 penalties are calculated on average turnover over the preceding three financial years, and the Commission will want to see the scale of the combined business.[2] Present turnover on that basis so the numbers can be reused if the inquiry widens.

Inquiry, evidence and decision

The Commission, its Chairperson and members have the powers of a civil court under the Code of Civil Procedure 1908 to summon persons, require documents, verify information and inspect, and may direct any person to produce books and accounts.[2] It may engage outside experts in economics, business or accounting.[2] Obstructing an authorised officer or knowingly disobeying a direction under those powers is punishable by up to three years' imprisonment, a fine or both under section 8(7).[2] Respond to information requests accurately and on time.

Where a sector regulator is also involved, section 14 provides a reference mechanism: a statutory body may refer a competition objection to the Commission, which must send its opinion within 60 days, and the Commission may in turn refer a matter to a statutory body for its opinion within the same period.[2] Commentary on the Corporate M&A regime confirms that statutory and regulatory authorities can seek a reference to decide whether a proposed combination is anti-competitive.[7]

Timelines

No statutory deadline governs a combination application. The fixed periods in the Act sit around it: 60 days for section 14 opinions, 60 days plus 60 days for interim orders, 30 days to seek review or appeal of any Commission order, and 60 days for the review or appeal to be decided.[2] Build a long-stop date that assumes several months for any contested application, and agree in advance what happens if no decision has issued.

Swipe or scroll →

Penalties, orders and appeal routes

The Act's financial penalties are drafted around sections 15 and 16. Section 20 allows an administrative financial penalty of up to 10 per cent of average turnover over the past three financial years for an anti-competitive agreement or abuse of dominance, and for cartels the higher of three times the profit or 10 per cent of that turnover, with a daily fine of up to Tk 1 lakh for non-payment.[1] [2] Whether section 20 reaches a combination is doubtful, a point UNCTAD flagged because section 21 sits in a separate chapter.[5] Do not plan on that doubt; plan on the enforcement tools that clearly apply.

Exposure that clearly applies to combinations

• Interim stop orders: section 19 expressly covers breaches of section 21 and can freeze integration steps for up to 120 days.[2]
• Refusal of approval: section 21(2)(b) obliges the Commission to refuse a combination that is likely to harm competition.[3]
• Breach of orders and approvals: under section 24, violating without reasonable cause any Commission order, direction, condition, restriction or approval is an offence punishable by up to one year's imprisonment or a fine of up to Tk 1 lakh for each day the failure continues.[2]
• Personal liability: under section 35(1), where a company commits an offence, its owner, directors, manager, secretary and other officers or agents with direct involvement are deemed to have committed it unless they prove lack of knowledge or due diligence.[2]
• Linked conduct: information exchange or coordination between competitors before closing can be pursued as an anti-competitive agreement under section 15, where section 20 penalties do apply.[2]

Review, appeal and court challenge

A person aggrieved by a Commission order may apply within 30 days to the Commission for review or to the Government for appeal, on the prescribed fee; where a section 20 penalty is challenged, 10 per cent must be deposited for review or 25 per cent for appeal.[2] Time may be extended by up to 30 days for reasonable cause, the application must be decided within 60 days, and the decision is final under the Act.[2]

Constitutional judicial review by writ petition to the High Court Division under article 102 remains available against unlawful decisions. The October 2025 reform draft proposed replacing the Government appeal with a Competition Appellate Tribunal, with appeals within 30 days and a 25 per cent deposit for penalties; it is not yet law.[11]

Foreign-to-foreign deals with a Bangladesh nexus

Offshore deals are where merger notification competition law Bangladesh analysis is most often skipped. Global transactions often involve a Bangladesh subsidiary, branch, distributor or significant export sales into Bangladesh. The Act has no turnover-based local nexus test because it has no thresholds. Its jurisdictional hooks are substantive. Section 3 applies the Act to every enterprise trading goods or services for commercial purposes, and the definition of enterprise includes activity carried on through subsidiaries, units or divisions wherever located relative to the parent.[2] Section 22 adds that where an anti-competitive act committed outside Bangladesh by any person or enterprise causes an adverse effect on the relevant market, the Commission may inquire into it in accordance with the laws and rules of both countries.[2] [4]

In practice, a foreign-to-foreign merger is a Bangladesh issue in three situations: both parties have Bangladesh operations that overlap; one party supplies a key input or route to market that the other's Bangladesh business depends on; or the parties together hold a strong position in imports into Bangladesh. Enforcement against parties without a local presence would face practical obstacles, which the "both countries" wording in section 22 reflects. The local subsidiary, its directors and its assets are the realistic targets.

For a global deal, the proportionate step is a short Bangladesh competition memo for the deal file, a decision on whether to seek approval for the local combination, and a check that integration of the Bangladesh businesses does not run ahead of any regulatory approvals. Foreign exchange, investment registration and valuation issues for non-resident buyers are covered in our mergers and acquisitions law guide.

Sector regulators and the Competition Commission

Competition review in Bangladesh is often carried by a sector regulator, or several, rather than the Competition Commission. The telecom regulator, the energy regulator, the securities regulator and Bangladesh Bank each have approval powers over transactions in their sectors, and some have express pro-competition mandates.[5] Section 14 lets these bodies and the Commission exchange opinions on competition questions within fixed 60-day windows.[2] Listed-company acquisitions remain subject to BSEC rules; see our guide to substantial acquisition of shares in Bangladesh.

A sector approval does not discharge section 21. Where a sector regulator has looked at competition effects, cite its findings in any application to the Commission, and where it has not, do not assume it has.

Recent Competition Commission enforcement and what it signals

The Commission's record is in cartel and dominance cases, and it is getting tougher. In February 2026 it fined S Alam Super Edible Oil Ltd Tk 42.84 crore under section 15 for restricting output and conspiring with distributors and other firms to control the cooking oil market in 2022.[13] In June 2026 it imposed an administrative financial penalty of Tk 32.44 crore on Shabnam Vegetable Oil Industries Ltd, a TK Group concern, for restricting edible oil supply and colluding to raise prices in the first half of 2022, calculated on average turnover for FY2019-20 to FY2021-22.[14] Both companies were given 30 days to pay, review or appeal.[13] [14]

Three lessons carry over to merger notification competition law Bangladesh planning. The Commission is willing to impose substantial turnover-based penalties on large domestic groups. It focuses on essential commodities, where consolidation is most visible. And it acts on facts several years old, so a deal that closes now can be examined later.

Reform is also on the table. The October 2025 draft amendment proposed search and seizure powers, a leniency regime, rules on algorithmic pricing and data-driven dominance, and an appellate tribunal; the Commission's chairperson said it would be finalised after ministry consultation.[11] The elected government confirmed in June 2026 that amendments are under review.[12] For the wider conduct rules, see our guide to competition law in Bangladesh.

Competition law impact on M&A documents and deal strategy

Competition risk under merger notification competition law Bangladesh rules is allocated in the documents, not left to chance. Five provisions do most of the work.

Conditions precedent and long-stop dates

Where the parties decide to apply, make Commission approval under section 21(2)(a) a condition precedent and define what counts as satisfaction. Because there is no review deadline, set a long-stop date with a negotiated extension, and decide who may waive the condition. Where the parties decide not to apply, record that decision and the assessment behind it in the disclosure or the board papers.

Conduct before closing and information exchange

Between signing and closing, competitors remain competitors. Limit exchange of prices, margins, customer terms and strategy to clean teams, and restrict ordinary-course covenants to protecting value, not directing the target's commercial behaviour. Coordination before closing risks a separate section 15 case.[2] If the Commission opens an inquiry, a section 19 interim order can halt integration.[2]

Risk allocation and disclosure

Buyers should seek warranties on the target's competition compliance, including any notices, inquiries, complaints or penalties, and an indemnity for pre-closing conduct, given the Commission's willingness to fine historic cartel conduct.[13] [14] Where a scheme needs court sanction, disclose the competition analysis in the petition. The diligence workstream is set out in our M&A due diligence guide. Our corporate transaction due diligence practice runs these assessments as part of the deal timetable.

Mistakes to avoid under merger notification competition law Bangladesh

• Treating "no thresholds" as "no regime": section 21 prohibits harmful combinations regardless of size, and the Commission can act on its own motion.[2] [3]
• Relying on draft figures: the Tk 100 crore and Tk 300 crore numbers reported for the 2024 draft are proposals.[9]
• Assuming a sector regulator's approval covers competition: BTRC, BERC, BSEC or Bangladesh Bank approval does not discharge section 21.
• Applying without a strategy: an open-ended voluntary application with no long-stop mechanics can stall closing.
• Ignoring indirect and offshore acquisitions: indirect acquisition of control is within the definition, and section 22 reaches conduct abroad that harms a Bangladesh market.[2] [4]
• Gun-jumping through coordination: sharing sensitive information or directing a competitor's pricing before closing invites a section 15 case.
• Leaving directors exposed: section 35 makes involved officers personally liable for offences.[2]

What to watch in late 2026 and 2027

Four developments would change merger notification competition law Bangladesh analysis. First, gazettal of combination regulations with thresholds and a filing obligation; once that happens, closing without filing in a notifiable deal becomes a clear breach. Second, the Competition Act amendment under review at the Ministry of Commerce, which may add search powers, leniency and an appellate tribunal.[11] [12] Third, the capacity project for the Commission, which would expand the staff needed to review mergers.[6] [12] Fourth, the first published Commission decision on a combination, which would set the substantive test in practice. TRW tracks each of these; check the date on this page before relying on it.

Frequently asked questions

Is merger notification mandatory in Bangladesh?

Not as at October 2026. Section 21 leaves the types of combination requiring approval to combination regulations, and none has been gazetted, so there is no mandatory filing trigger. The prohibition on harmful combinations still applies.[2] [8]

What is a combination under the Competition Act 2012?

Acquisition, taking control, amalgamation or merger in trade. Acquisition includes acquiring or agreeing to acquire, directly or indirectly, shares, voting rights or assets, or control of assets or management.[2]

Are there turnover or asset thresholds?

No thresholds are in force. A 2024 draft reportedly proposed Tk 100 crore for a single company and Tk 300 crore for one or more companies, but that figure has no legal effect.[9]

Where are the draft combination regulations now?

A 2026 guide reports that the draft was sent to the law ministry for vetting before the February 2026 election, with no timeline. Regulations under section 44 need prior Government approval and Gazette publication.[8] [2]

Can we apply voluntarily for approval?

Yes. The proviso to section 21(1) allows the Commission to approve a combination on an application after inquiry. There is no prescribed form or deadline, so a voluntary application must be self-contained.[2] [3]

How long does Competition Commission review take?

The Act sets no deadline for a combination application. Related periods include 60 days for section 14 opinions and 60 days for decisions on review or appeal.[2]

What penalties apply to a harmful merger?

The Commission can stop it by interim order, refuse approval, and prosecute breach of its orders or approvals under section 24, with up to one year's imprisonment or Tk 1 lakh per day. Whether section 20 turnover penalties apply to combinations is unclear.[2] [5]

Does Bangladesh competition law apply to foreign-to-foreign deals?

It can. Section 22 lets the Commission inquire into acts outside Bangladesh that adversely affect a relevant market in Bangladesh, typically where both parties have overlapping Bangladesh businesses.[4]

Has the Competition Commission blocked any merger?

Published reviews by UNCTAD and UNDP record that it has not reviewed or penalised any merger. Its enforcement has focused on cartels and dominance, including large edible oil fines in 2026.[5] [6] [13]

How do we challenge a Competition Commission order on a combination?

Apply within 30 days to the Commission for review or to the Government for appeal under section 29; the decision is due within 60 days. A writ petition to the High Court Division remains available for unlawful decisions.[2]