Infrastructure Projects and PPP in Bangladesh

by Barrister Tahmidur Rahman | Sep 8, 2026

Projects & Real EstatePPP and infrastructure, from concept to handback8 min read

Infrastructure Projects and PPP in Bangladesh

We advise sponsors, investors, lenders, contractors and public bodies on infrastructure projects in Bangladesh: PPP and G2G structures, concession and implementation agreements, procurement, land, approvals under the new Invest Bangladesh framework, risk allocation, financing and disputes across the full life of each project.

Overview

How infrastructure projects and PPP work in Bangladesh

Bangladesh continues to rely on large infrastructure projects to support growth: roads, bridges, expressways, ports, power plants, water and waste systems, economic zones, hospitals and urban transit. Many are delivered through public procurement, others through public-private partnership (PPP), government-to-government (G2G) arrangements or development finance. Each route allocates risk differently and calls for different documents. We advise on infrastructure projects as part of our wider projects and real estate practice, working with sponsors, investors, lenders, contractors and public counterparties from early structuring to operation and handback. Clear advice at the start saves time later.

The institutional picture changed in 2026. Under the Invest Bangladesh Act 2026, the former PPP Authority, BIDA and BEZA were merged into a single body, Invest Bangladesh, which has operated since 23 August 2026. PPP project development, approvals and contracting functions that once sat with the PPP Authority now fall within that body, while BEPZA and the Hi-Tech Park Authority remain separate. For infrastructure projects already in the pipeline, transitional questions matter: what carries over, which guidelines still apply and which officials now sign. We check these points project by project rather than assuming continuity, as errors delay financing.

A PPP is not simply a construction contract with private money. The private partner usually designs, builds, finances and operates an asset for a long period, receiving tariffs, user charges or availability payments, and then hands the asset back. That makes the concession or implementation agreement the centre of the deal. It must deal with output specifications, payment mechanisms, change in law, force majeure, termination compensation, step-in rights for lenders and the treatment of disputes. Weak drafting at this stage is the most common source of problems in infrastructure projects years later. We draft with that in mind.

Infrastructure projects also sit on a wider legal base. Land may need acquisition under the Acquisition and Requisition of Immovable Property Act 2017 or long leases from public owners. Environmental clearance under the Environment Conservation Act 1995 and its rules is needed for most major works. Public procurement law shapes competitive tenders, while sector regulators such as the Bangladesh Energy Regulatory Commission influence tariffs in power and gas. Foreign exchange, tax and withholding rules affect the financial model, including the Finance Act 2026 reduction of withholding on interest paid to non-residents to 10%. We review these with your financial advisers.

Our team combines transactional and disputes experience. Barrister Tahmidur Rahman advises on investment, finance and transactions, Barrister Remura Meheruba Mahbub on foreign investment, corporate and arbitration matters, and Adv Syed Wahid leads litigation in the Bangladesh courts. We work with counsel in the UK, US, UAE, China, India and Singapore where infrastructure projects involve foreign sponsors, export credit agencies or international arbitration, so that local and foreign advice stays aligned. If you are considering a bid, a concession or a financing, you can contact our Dhaka office for an initial discussion of scope.

01 · What we handle

Core workstreams

  • Project structuring and feasibility
  • Concession and implementation agreements
  • Bids, tenders and G2G negotiations
  • Land, environment and permits
02 · How it runs

Four clear stages

  1. 01Scoping and route
  2. 02Structure and documents
  3. 03Negotiation and approvals
  4. 04Operation and protection
03 · Start here

Talk to a partner

Consultations in Dhaka or by video. Scope, team and fees are agreed in writing first.

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How we help

Our work on PPP and infrastructure projects

Workstream 01Projects & Real Estate

Project structuring and feasibility

  • Scoping and route
  • Structure and documents
  • Negotiation and approvals
  • Operation and protection
Workstream 02Projects & Real Estate

Concession and implementation agreements

  • Scoping and route
  • Structure and documents
  • Negotiation and approvals
  • Operation and protection
Workstream 03Projects & Real Estate

Bids, tenders and G2G negotiations

  • Scoping and route
  • Structure and documents
  • Negotiation and approvals
  • Operation and protection
Workstream 04Projects & Real Estate

Land, environment and permits

  • Scoping and route
  • Structure and documents
  • Negotiation and approvals
  • Operation and protection
Workstream 05Projects & Real Estate

Project finance and lender protections

  • Scoping and route
  • Structure and documents
  • Negotiation and approvals
  • Operation and protection
Workstream 06Projects & Real Estate

Operations, change and disputes

  • Scoping and route
  • Structure and documents
  • Negotiation and approvals
  • Operation and protection
01

Project structuring and feasibility

We help sponsors and public bodies decide whether a project suits PPP, G2G, conventional procurement or a hybrid model. That involves reviewing the public objective, revenue source, government support, land position and approvals required. We set out the legal consequences of each route for risk, control and financing, so that commercial and technical advisers work from the same assumptions when infrastructure projects move into formal development. Getting this right early saves months later.

02

Concession and implementation agreements

We draft and negotiate concession, implementation and project agreements, including output specifications, tariff and availability payment mechanisms, performance regimes, change in law, compensation events, force majeure, termination payments and handback. We also review government guarantees and support letters. Our aim is a contract that lenders will accept, the public side can administer and the operator can perform for the full concession term. We draft with enforcement in mind.

03

Bids, tenders and G2G negotiations

We advise bidders on qualification, consortium arrangements, bid security, clarifications and conditions in tender documents, and help prepare compliant submissions. For G2G and unsolicited proposals we advise on the negotiation framework and the approvals the public side must obtain. Where a bid process is unfair or irregular, we advise on complaints, review procedures and, where needed, writ proceedings in the High Court Division. We also advise on consortium agreements and bid team arrangements.

04

Land, environment and permits

Infrastructure projects often stall on land and permits. We review title and acquisition status, lease terms with public landowners, resettlement obligations and access rights. We also coordinate environmental clearance, impact assessment conditions and sector licences, and map who must obtain each consent under the project documents, so that delay risk sits with the party best able to manage it from the outset. Delays here are often the main schedule risk.

05

Project finance and lender protections

We act for sponsors and lenders on the finance documents, security package, direct agreements and step-in rights that make infrastructure projects bankable. We advise on foreign borrowing approvals, hedging, currency convertibility, withholding tax and repatriation, and on how security over project assets and receivables is created and perfected in Bangladesh. We also coordinate closely with offshore counsel on English or New York law finance documents.

06

Operations, change and disputes

During operation we advise on tariff reviews, variations, compensation events, performance deductions, refinancing gains and change of ownership. When relationships break down, we handle negotiation, dispute boards, arbitration and court proceedings, including enforcement of awards against or by public entities. Early legal input on notices and records often decides the outcome of disputes in long-term infrastructure projects. We also advise on handback surveys and condition reports.

RecognitionThe Legal 500Asia Pacific ranks Tahmidur Remura Wahid (TRW) Law Firm for dispute resolution in Bangladesh.
Cross-border reach6 jurisdictionsMatters coordinated with counsel in the UK, US, UAE, China, India and Singapore.
Bar and admissionsDhaka and LondonBarristers and advocates in Bangladesh, with a solicitor of England and Wales (non-practising).
HeadquartersDhakaHouse 410, Road 29, Mohakhali DOHS. Consultations in person or by video.
Who leads this work

Partner-led, on every matter.

Projects & Real Estate matters at TRW are led by partners, supported by associates, with one responsible lawyer from first advice to final outcome.

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01

Who approves PPP infrastructure projects in Bangladesh after the 2026 reforms?

Since 23 August 2026, Invest Bangladesh has taken over the functions of the former PPP Authority, together with those of BIDA and BEZA, under the Invest Bangladesh Act 2026. In practice, approval of a PPP still involves several layers: the line ministry or implementing agency that owns the project, Invest Bangladesh as the PPP body, finance and planning approvals and, for larger infrastructure projects, approval at cabinet committee level. Because rules and delegations are still settling, we confirm the current approval path for each project rather than relying on older guidance or published flowcharts. We then plan around it.

02

What happens to PPP projects that were approved before Invest Bangladesh existed?

Projects approved or contracted under the former PPP Authority do not simply lapse. The usual approach in a merger of statutory bodies is that rights, obligations and pending matters pass to the successor body, but the detail depends on the transitional provisions and on the project documents themselves. Sponsors should review their contracts for references to the old authority, confirm who now administers approvals and payments, and check whether any consents need to be re-issued. We carry out this review for infrastructure projects at bid, financial close or operation stage. Gaps are then closed before lenders ask.

03

Can a foreign company lead or invest in infrastructure projects in Bangladesh?

Yes. Foreign companies regularly lead or join consortia for power, transport, port and utility projects, either directly or through a locally incorporated project company. The project company is usually a private limited company registered with the RJSC and, depending on the sector, registered or approved by Invest Bangladesh or the relevant regulator. Foreign sponsors should look early at ownership limits in the sector, work permits, foreign borrowing approvals, tax treatment and the governing law and dispute clauses they need for the investment to be financed and protected. We advise on each of these points.

04

How are risks usually shared between the public and private sides in a Bangladesh PPP?

There is no single template, but common patterns exist. The private partner normally takes design, construction, operating and financing risk. The public side usually keeps risks it controls, such as land delivery, certain approvals, political events and change in law that targets the project. Demand risk may be taken by either side, depending on whether payments are user charges or availability payments. Foreign exchange and termination risk are often the hardest points to negotiate. We help parties test each allocation against what lenders, insurers and the public budget can actually support. Realism matters more than precedent.

05

Which law governs contracts for infrastructure projects with government bodies?

Concession and implementation agreements with Bangladeshi public bodies are usually governed by Bangladesh law, because the project, land and public counterpart are local. Finance documents and some supply or EPC contracts may be governed by English or another foreign law. Dispute resolution clauses often provide for arbitration, sometimes seated abroad under institutional rules, with the Arbitration Act 2001 relevant to enforcement in Bangladesh. The choice of law and forum should be considered together, as it affects how claims against the state are brought and enforced in infrastructure projects. Early agreement avoids later argument. We advise on both at drafting stage.

06

What is the difference between a G2G project and a PPP?

A G2G project is negotiated between the Government of Bangladesh and a foreign government, often with a contractor and financing from that country, and may follow a different procurement route from an open tender. A PPP involves a private partner investing in and operating the asset under a long-term concession. Some infrastructure projects combine elements of both. G2G arrangements can be faster but raise particular questions about transparency, pricing, approvals and dispute resolution, so contractors and lenders should obtain a clear legal map before relying on them. We provide that map for infrastructure projects of every size.

07

How long do infrastructure projects take to reach financial close?

Timelines vary widely, and we do not give fixed estimates without seeing the project. The main drivers are the maturity of the feasibility work, how quickly land and approvals are delivered, the number of lenders and the complexity of government support. Negotiation of the concession agreement and direct agreements can take many months on infrastructure projects with several lenders or export credit agencies. Clear early decisions on risk allocation, and a realistic list of conditions precedent, are the best ways to shorten the path to close. We help sponsors and lenders plan for both from day one.

08

What should a contractor check before joining a PPP consortium?

A contractor should check how concession risks will be passed down into the EPC contract, whether liability caps and delay damages are aligned, how payment will flow if the project company is in dispute with the public side, and whether its security and guarantees match the project timetable. It should also review the consortium agreement for exit rights, decision-making and the treatment of bid costs. Our construction and EPC contracts team handles these interface points in detail. We also check consortium exit and default provisions, which matter greatly on infrastructure projects that take years to reach operation.

How a matter runs

From first call to resolution.

  1. 01

    Scoping and route

    We review the project concept, documents and counterparties, identify the procurement or PPP route and the approvals required, and agree a scope and team for the infrastructure project with you before work begins. We confirm conflicts and realistic timing at the outset.

  2. 02

    Structure and documents

    We prepare or review the concession, implementation, shareholder and finance documents, map risk allocation against lender and public requirements, and keep a single issues list that all advisers and parties work from. Drafting follows an agreed timetable.

  3. 03

    Negotiation and approvals

    We lead or support negotiations with the public side, lenders and contractors, and track approvals, conditions precedent and filings with Invest Bangladesh, ministries and regulators until financial close is achieved. Approvals are tracked in one list.

  4. 04

    Operation and protection

    After close we advise on contract administration, notices, variations, refinancing and transfers, and step in quickly with negotiation, arbitration or court action if disputes arise during the concession term. Records are kept for any later claim.

“Demonstrates an extraordinary command over both domestic litigation and international arbitration.”

The Legal 500 Asia Pacific, Bangladesh: Dispute resolution, client feedback

FAQ

Questions, answered.

Still unsure? Email info@trw.co with a short outline of the matter.

Do you act for public bodies as well as private sponsors on infrastructure projects?
We advise both sides, subject to conflict checks on each matter. For public bodies we can assist with structuring, tender documents and contract negotiation. For sponsors, investors, lenders and contractors we advise on bids, project agreements, financing and disputes. We never act for opposing parties on the same project, and we explain our role clearly at the start of any engagement. If a conflict exists we say so promptly, so you do not lose time on tight bid deadlines.
Is the PPP Authority still the right body to contact?
No. The PPP Authority was merged into Invest Bangladesh under the Invest Bangladesh Act 2026, and the new body has operated since 23 August 2026. Older contracts and guidance may still refer to the PPP Authority, BIDA or BEZA, so references and approval routes should be checked. BEPZA and the Hi-Tech Park Authority remain separate bodies with their own processes. We can review the documents on your file and tell you which references, approvals and contacts need updating under the new structure.
Can disputes on infrastructure projects be referred to international arbitration?
Often, yes. Many project agreements provide for arbitration under institutional rules, sometimes with a seat outside Bangladesh. Bangladesh is party to the New York Convention, and the Arbitration Act 2001 provides for enforcement of foreign awards, subject to limited grounds of refusal. Claims against public bodies raise extra issues of procedure, immunity and payment, which should be considered when the clause is drafted. We advise on the clause, interim relief and enforcement against public assets in infrastructure projects.
Can you help with unsolicited proposals for infrastructure projects?
Yes. Private parties sometimes propose projects directly to a ministry or agency. Whether and how an unsolicited proposal can proceed depends on the current PPP rules and guidelines under Invest Bangladesh, and often requires a later competitive process. We advise on preparing the proposal, protecting confidential work and understanding what rights, if any, the proposer may keep. We also advise public bodies on how to assess such proposals fairly and consistently with procurement principles and the current rules.
What role does environmental clearance play in a project?
Most significant works need environmental clearance under the Environment Conservation Act 1995 and its rules, often after an impact assessment. Conditions attached to clearance can affect design, cost and timing. The project documents should say who obtains clearance, who bears the cost of compliance and what happens if conditions change or clearance is delayed or withdrawn. We review clearance conditions against the programme and contract relief events. We also advise when clearance is challenged or delayed.
How do lenders protect themselves in infrastructure projects?
Lenders rely on security over shares, assets, accounts and receivables, assignment of project contracts and direct agreements with the public counterparty giving step-in and cure rights. They also look for termination compensation that covers outstanding debt. In Bangladesh, registration and perfection of security, foreign exchange approvals and stamp duty need careful attention to be effective. We act for lenders and sponsors on these points and coordinate with offshore counsel where finance documents are governed by foreign law. Local perfection steps are critical.
Do you advise on infrastructure projects outside Dhaka?
Yes. Projects in Chattogram, Khulna, Mongla, Payra, Sylhet and other regions are handled from our Dhaka office, with travel and local counsel support where hearings or site matters require it. Many approvals and negotiations are centralised in Dhaka in any event, so a Dhaka base is usually practical for national infrastructure projects and their stakeholders. We advise clients on land, permits and public counterparties in every division of Bangladesh and coordinate site visits where needed. Local land offices, utilities and permitting bodies may work differently outside Dhaka, so projects should allow for regional variation.
How do we start working with TRW & Co?
Send us a short summary of the project, your role and the stage reached, together with any key documents you can share. We will run a conflict check, confirm whether we can assist and propose a scope, team and fee basis. You can call +880 1708 000660 or email info@trw.co to arrange an initial discussion. There is no obligation at this stage, and preliminary discussions are treated as confidential. We respond quickly to new enquiries.

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