Project Finance in Bangladesh: Legal Structure and Key Agreements (2026)

Project finance Bangladesh: the 2026 legal framework

Project finance Bangladesh lenders will fund in 2026 rests on one idea: the debt is repaid from the cash flows of a single asset, held in a special purpose company, and secured over everything that company owns and every contract it has signed. Whether the asset is a solar plant, a port terminal, a toll road or an export-oriented factory, the deal only closes when the security package, the revenue contracts and the regulatory approvals fit together under Bangladeshi law.

The law moved in 2026: the Invest Bangladesh Act 2026 replaced the PPP Act 2015, Bangladesh Bank reissued its foreign borrowing rules and raised the single-borrower limit, and the Power Division restored payment guarantees for renewable tenders. This guide covers the project company, local, DFI and export credit debt, the security package, step-in rights, tax and enforcement. Procurement routes and foreign loan approvals have their own TRW guides, linked below.

Summary: A Bangladeshi project financing combines a locally incorporated project company, a debt package from local banks, development finance institutions or export credit agencies, and a security package of land mortgages, hypothecation of plant, assignments of receivables and project contracts, share pledges and account charges, with registrable charges filed at the RJSC within 21 days. Foreign debt to private industrial borrowers needs prior authorisation from the Invest Bangladesh Authority, power-sector security needs BERC consent, and PPP projects now run under Chapter 8 of the Invest Bangladesh Act 2026.

Key point: Security that is not registered is security that does not exist when it matters. Under section 159 of the Companies Act 1994 an unregistered charge over immovable property, book debts, plant, uncalled capital or a floating charge is void against the liquidator and every creditor, and the secured debt becomes immediately repayable. The 21-day clock starts on creation, not on drawdown.[6]

At a glance

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Table of Contents

How project finance Bangladesh transactions are structured

In a corporate loan the bank looks at the borrower's balance sheet. In a project financing it looks at a future asset that does not yet exist. The sponsors form a project company, contribute equity, and sign construction, supply, operation and offtake contracts. Lenders advance debt against forecast revenue and take security over the project company's land, plant, accounts, receivables, contracts and shares. Recourse to the sponsors is limited to agreed support, typically an equity commitment and, until completion, cost-overrun or completion undertakings.

Bangladeshi law adds its own layer. Sector licences can restrict who may hold security; foreign exchange rules decide who may lend from abroad; registration law decides whether security survives a liquidation; and enforcement law decides whether a lender can sell without a court. Each must be checked before signing.

Where project finance sits among the delivery routes

Project finance is a financing technique, not a procurement route. It can sit on top of a PPP concession, a power purchase agreement with the Bangladesh Power Development Board, an economic zone lease or a purely private industrial project. Our guide to infrastructure projects in Bangladesh maps the procurement, G2G and PPP routes and the EPC and FIDIC contract forms. This article picks up where that one stops: how the money is raised, secured and recovered.

Industrial project finance

Industrial project finance, for textile mills, cement, steel, pharmaceuticals or captive power, often looks more like secured corporate lending: sponsors give guarantees, several local banks share the facility, and security covers existing as well as new assets. The legal toolkit is the same. Zone enterprises face extra restrictions, discussed below, and our note on economic zone leases and lender rights covers zone land.

The project company: incorporation, constitution and control

The project company is almost always a private company limited by shares incorporated under the Companies Act 1994. For PPP projects this is mandatory. Section 41 of the Invest Bangladesh Act 2026 requires the selected private partner to form a company limited by shares, before or after the PPP contract is signed, and transfers the partner's rights and obligations to that company once the contract is signed.[1] Section 41(3) adds a control point that lenders must plan for: any material change to the project company's memorandum, articles or other constitutional documents needs the contracting authority's prior approval.[1]

Why the constitution matters to lenders

The articles of association should allow shares to be pledged, oblige the board to register a transfer to a lender or its nominee on enforcement, and disapply pre-emption rights that would block a sale. In a PPP project company, those amendments should be agreed with the contracting authority before financial close, because section 41(3) means they cannot be made quietly later.[1] Change-of-control restrictions in the concession or power purchase agreement also need a carve-out for lender enforcement.

Shareholders' agreement and sponsor support

Beside the shareholders' agreement, lenders need an equity contribution agreement fixing when equity goes in, usually before or pro rata with debt; sponsor support for cost overruns and completion; and subordination of shareholder loans. Foreign shareholder loans follow Bangladesh Bank's general permission and reporting rules, as our guide to equity versus parent loans explains.

Sources of debt: local banks, syndicates, DFIs and export credit agencies

Most project finance Bangladesh deals of any size combine Taka debt from domestic banks with US dollar debt from development finance institutions, multilateral banks or export credit agencies. Taka debt matches Taka revenue but is short and expensive; dollar debt is longer and cheaper but carries currency risk unless revenue is dollar-linked.

Local syndications and the single-borrower limit

Domestic banks lend to large projects through syndicated facilities led by an arranger and agent bank. On 14 May 2026 Bangladesh Bank raised the single-borrower limit to 25 per cent of a bank's capital, from 15 per cent, with the earlier cap suspended until 30 June 2028; until 30 June 2027 only 25 per cent of non-funded facilities such as letters of credit and guarantees count against it.[4] Higher limits mean smaller syndicates, but agency, sharing and voting terms still need careful drafting.

Multilateral and DFI lending

Development finance institutions bring tenor, scale and comfort to commercial co-lenders. The financing of the 100 MW Paramount solar plant in Pabna in 2024 shows a typical structure: USD 121.55 million arranged by the Asian Development Bank as sole mandated lead arranger, comprising a USD 46.75 million ADB loan, a USD 28.05 million B-loan from ILX Fund I with ADB as lender of record, and a USD 46.75 million parallel loan from JICA.[5] The A/B structure lets commercial lenders participate under the multilateral's umbrella; the parallel loan sits beside it under a common security and intercreditor framework.

DFI money brings environmental and social standards, sanctions undertakings and audit rights that should flow down into the EPC contract rather than sit as an unfunded obligation of the project company.

Export credit agency cover

Where equipment comes from one country, its export credit agency may insure or guarantee commercial loans tied to that supply. ECA cover lowers cost and extends tenor, but brings content rules, premiums and ECA consent rights over amendments and enforcement, which the intercreditor agreement must reflect. Bangladesh Bank counts fees in the cost of borrowing: effective interest in its approval form includes commitment, syndication, front-end and project appraisal fees.[3]

Foreign lenders and the approvals they need

Offshore debt is the area where project finance Bangladesh practice most often stalls, because regulatory approval is a condition precedent to every drawdown. Bangladesh Bank's consolidated circular of 2 September 2026 states that all proposals for borrowing from abroad by private sector industrial enterprises, including supplier's credits, financial loans and debt issues in capital markets abroad, require prior authorisation of the Invest Bangladesh Authority.[3] A copy of each approved loan agreement must be sent by the authorised dealer bank to Bangladesh Bank, and the dealer bank must file quarterly statements of approved foreign loans within 15 days of each quarter end.[3]

Public sector borrowers follow a different track. 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.[3] Once a loan is approved, principal, interest and admissible charges may be remitted through the authorised dealer that received the loan without prior reference to Bangladesh Bank, subject to deduction of applicable taxes.[3]

Scrutiny committee criteria, all-in cost ceilings and timelines are covered in our guide to foreign loan approval in Bangladesh. For project finance, build the approval into the conditions precedent, show fees and gross-up in the all-in cost, and use a security and guarantee structure the circular permits.

Specialised zones

Projects in export processing zones, economic zones and hi-tech parks face specific limits. Joint venture enterprises, classified as Type B, may not mortgage or hypothecate their fixed assets or raw materials in favour of any non-resident, although dealer banks may guarantee their short-term foreign loans with Bangladesh Bank's prior approval.[3] For wholly foreign-owned Type A enterprises, assets charged to a foreign lender may be sold on enforcement only in foreign exchange, and the proceeds remitted after local liabilities are paid and with Bangladesh Bank's approval.[3] A zone project needs its security structure designed around these rules from the term sheet.

Who approves what

The institutions below decide most of the regulatory conditions precedent on a Bangladeshi project financing.

The project finance agreements: a document map

A project financing is a suite of contracts that must read as one: finance documents govern the debt, project documents generate revenue, and security documents give lenders rights over both. The table summarises each document and its Bangladeshi law point. On a phone, scroll it sideways.

Facility and common terms agreements

Where several lender groups participate, a common terms agreement sets shared conditions precedent, covenants, events of default and the cash-flow waterfall, while each group keeps its own facility agreement for pricing and tenor. Offshore facilities are often governed by English or Singapore law, but security over assets in Bangladesh must be created under Bangladeshi law and registered locally.

Intercreditor agreement

The intercreditor agreement is the constitution of the lender group. It fixes ranking between senior, mezzanine and shareholder debt, voting thresholds for waivers and acceleration, who may instruct the security agent to enforce, standstill periods, and how enforcement proceeds are shared. In Bangladesh it must also deal with the split between Taka lenders, who can use the Artha Rin Adalat and its self-help sale procedure, and offshore lenders, who usually cannot, so that one class does not enforce ahead of the other.

Offtake and revenue contracts

Revenue is what lenders lend against, and in power it is supported by the PPA and, where one exists, the implementation agreement. In power, the offtake contract is the power purchase agreement with BPDB or, under the 2025 merchant renewable policy, a direct contract with a large industrial consumer using open access or wheeling.[12] In transport, revenue comes from tolls or availability payments under a concession. In industrial projects it comes from export sales or supply contracts. Lenders test each for tenor longer than the debt, a creditworthy counterparty, a tariff formula that covers debt service, termination payments that at least repay senior debt, and a dispute clause that works.

The EPC, operation and maintenance and fuel supply contracts complete the picture: each should pass its risk to a creditworthy counterparty, be assignable by way of security and be supported by a direct agreement with the lenders.

The security package under Bangladeshi law

The security package is where project finance Bangladesh law differs most from the English-law template. There is no single all-asset debenture recognised as a matter of course. Each asset class has its own instrument, formalities, registration and cost, and each must be timetabled.

Mortgage of land and buildings

A mortgage is the transfer of an interest in specific immovable property to secure payment of money or performance of an engagement giving rise to pecuniary liability.[7] Where the principal secured is one hundred Taka or more, a mortgage other than by deposit of title deeds must be made by a registered instrument signed by the mortgagor and attested by at least two witnesses.[7] Even a mortgage by deposit of title deeds must be registered where the mortgagee is the Government, a scheduled bank or a financial institution.[7] Registration, stamp duty and the land records need to be checked for every plot, and leasehold land, including zone and government land, usually needs the lessor's consent to mortgage.

Two provisions of the Transfer of Property Act 1882 matter on infrastructure. Section 69 allows a scheduled bank or the Government to sell without the court's intervention where the mortgage deed expressly confers that power, and allows the same for property situated in Dhaka or a notified town, generally after three months' default following written notice.[7] But section 67 does not authorise the mortgagee of a railway, canal or other work in whose maintenance the public is interested to sue for foreclosure or sale.[7] Lenders to public-facing infrastructure should not assume a land mortgage gives them a saleable asset, and should rely more heavily on step-in rights and termination compensation.

Hypothecation of plant, machinery and stock

Movable assets, including turbines, panels, plant, machinery, vehicles, inventory and spare parts, are usually charged by a deed of hypothecation, under which the borrower keeps possession while the lender holds a charge and a power to take possession and sell. Imported plant is typically also covered by a letter of credit and customs documents that name the bank. A hypothecation of movables is registrable at the RJSC, with one nuance: section 159 lists charges on movable property other than stock in trade, so a charge over trading stock is usually taken as a floating charge, which is separately registrable.[6]

Assignment of receivables and project contracts

Receivables under the offtake contract, insurance proceeds and the benefit of the EPC, O&M and supply contracts are assigned to the lenders or the security agent. Section 130 of the Transfer of Property Act requires the transfer of an actionable claim to be made by a written instrument signed by the transferor; it takes effect on execution, and the transferee can sue in its own name.[7] Until the debtor receives express notice, however, the debtor's dealings with the original creditor remain valid.[7] Notice to and acknowledgment from BPDB, the concession grantor or the contractor is therefore part of every closing checklist, and many public counterparties need their own consent to assignment.

Share pledge

Shares in the project company are pledged under the Contract Act 1872, which defines a pledge as the bailment of goods as security for payment of a debt or performance of a promise.[8] On default, the pawnee may sue on the debt and retain the pledged goods as collateral, or sell them on giving the pawnor reasonable notice.[8] In practice lenders hold share certificates with signed blank transfer forms, an irrevocable power of attorney and undated director resignations. On a PPP project, the lender's buyer may still need contracting authority approval if the transfer amounts to a change of control.

Accounts and floating charge

Lenders control cash through project accounts with a local account bank, charged to the security agent, with a waterfall that pays operating costs, debt service and reserves before distributions. A floating charge over present and future assets catches what the specific instruments miss, and is registrable under section 159.[6]

RJSC charge registration

Section 159 of the Companies Act 1994 requires particulars of a charge, with the instrument or a certified copy, to be filed with the Registrar of Joint Stock Companies within 21 days of creation where the charge secures debentures, is over uncalled share capital, immovable property, book debts, movables other than stock in trade, or is a floating charge.[6] An unregistered charge is void against the liquidator and any creditor, though the debt survives and becomes immediately repayable.[6] Where a charge over property in Bangladesh is created outside Bangladesh, the period runs from when the instrument could, with due diligence, have arrived by post.[6]

Every amendment that adds secured amounts or assets to the security package should be treated as a new filing exercise.

Regulatory consent to security

Sector law can override the security documents. Section 32(2) of the Bangladesh Energy Regulatory Commission Act 2003 prohibits a licensee from selling, mortgaging, leasing, exchanging or otherwise transferring its undertaking or any part of it without the Commission's prior permission.[10] A power project's mortgage and hypothecation therefore need BERC consent before they are effective, and the same consent should cover a transfer on enforcement. Port, telecom and zone projects carry comparable restrictions in their licences and leases.

Security agents and trustees

In project finance Bangladesh practice, offshore lenders rarely hold local security in their own names. A local bank acts as onshore security agent or trustee for all secured parties, registers the charges, holds title deeds and share certificates, and enforces locally on instruction under the intercreditor agreement. Because a local bank is a financial institution under the Artha Rin Adalat Ain 2003, which includes bank companies under the Bank Company Act 1991, an onshore agent may also open the self-help and money loan court route for the Taka tranche.[9]

Step-in rights and direct agreements

A land mortgage over a public-facing asset may be unenforceable by sale, and a share pledge on a PPP company may need government consent. Step-in rights are therefore often the most valuable part of the security package. They are created by direct agreements between the lenders, the project company and each key counterparty: the offtaker or contracting authority, the EPC contractor, the O&M contractor and the fuel supplier.

A bankable direct agreement requires the counterparty to notify the lenders of any project company default and allow a cure period before terminating; lets the lenders or their nominee step in and perform for a period; permits novation to a substitute operator; and confirms consent to the assignment by way of security.

The Invest Bangladesh Act 2026 supports this architecture for PPP projects. Section 39(3) lists matters a PPP contract may contain, including security interests, termination terms, rights over the project site, insurance, governing law and arbitration.[1] In power, recent policy documents contemplate payment security, direct agreements, lender step-in and cure rights, termination payments and change-in-law protection, but commentators note that tender documents do not always carry these concepts through in a complete or lender-friendly form.[12] The lender's task is to close the gap between policy and contract before bid submission, not after award.

Power projects: PPAs, implementation agreements and government guarantees

Power remains the largest source of project finance Bangladesh lenders see, and its security package depends on the contract stack as much as on the plant. Our guide to energy law in Bangladesh covers licensing, tariffs and the repeal of the special provisions regime; and our note on renewable energy law covers SREDA and net metering. This section deals with what lenders need from the contract stack.

The traditional IPP model

Earlier private power projects were typically supported by a power purchase agreement with BPDB and a separate implementation agreement with the government, which provided government support and, in many cases, backstopped certain BPDB obligations.[12] For lenders, the implementation agreement was the sovereign layer: it put the government behind the offtaker, so that BPDB credit risk became something closer to government risk.

The guarantee withdrawn and restored

The interim government stopped issuing payment guarantee letters for new renewable projects. According to The Financial Express, local and foreign banks and multilateral lenders then avoided financing renewable projects, tenders drew few bidders, and ADB and JICA wrote to the government reminding it of contractual obligations, including issuing those letters.[11] In a letter reported in August 2026, the Power Division asked BPDB to include a payment guarantee provision in future renewable tenders, with the aim of improving the bankability of utility-scale projects towards the government's 10 GW renewable target for 2030.[11] Lenders on live bids should confirm that the restored guarantee appears in the actual bid documents and survives into the signed PPA and implementation agreement.

Government land and the facilitation agreement

The Guidelines for Development of Renewable Energy Projects using Land Owned by Government Agencies under PPP Modality 2026 make BPDB the contracting authority even where another agency owns the land, which may take a lease fee, a minority equity stake in the project company or both.[12] The guidelines also appear to reintroduce the implementation agreement in substance through a facilitation agreement covering land, approvals, permits and grid support.[12] With PPP now under Chapter 8 of the Invest Bangladesh Act 2026, lenders should check which statute each guideline now hangs from.

Payment delays and deductions

Cash flow is the real test of a PPA. BPDB's payment cycle has at times been delayed by a few months to more than a year, and BPDB has in a number of cases reduced invoices by deducting liquidated damages for alleged availability failures, prompting challenges before the High Court Division.[12] Lenders should require a debt service reserve sized for realistic delay, clear availability and outage definitions, late-payment interest, and a dispute process for set-off that does not starve the waterfall.

PPP project finance after the Invest Bangladesh Act 2026

The PPP statute changed in 2026. The Invest Bangladesh Act 2026 is Act No. 104 of 2026, dated 16 July 2026.[1] The government brought it into force by gazette notification on 20 August 2026.[2] Section 66 repeals the Bangladesh Economic Zones Act 2010, the Bangladesh Public-Private Partnership Act 2015, the BIDA Act 2016 and the One Stop Service Act 2018, and dissolves the economic zones authority, the PPP Authority and BIDA.[1] Acts done under the repealed laws are treated as done under the new Act, and pending proceedings continue under it.[1] The approval stages, selection procedures and transition are covered in our guide to PPP projects in Bangladesh.

What the Act gives lenders

Several provisions of Chapter 8 matter for financing. Section 33 allows the government to provide funds and government guarantees for technical assistance financing, viability gap financing, financing against equity and loans in the project company, linked components and other activities the Authority determines.[1] Section 39(2) makes the PPP contract the source of the parties' legal relationship and risk allocation, and section 39(5) allows it to be written in the language the parties agree, notwithstanding any other law.[1] Section 46 gives the private partner or project company the right to levy charges for public goods and services under the PPP contract.[1]

Disputes under the PPP contract

Section 42 sets a compulsory ladder: settlement by mutual agreement, then a neutral expert mediator, then arbitration. Arbitration is to be held in Dhaka, though in special cases it may be held in another country by agreement, and no party may go to a national or international court without first taking the ladder; the arbitral decision is final.[1] Lenders who want an offshore seat for termination-payment disputes must negotiate that exception expressly, and should align the step-in and dispute clauses of each direct agreement with it.

Tax in project finance Bangladesh structures

Tax affects the debt in three places: withholding on interest, incentives that shape the financial model, and transaction taxes on the security documents. Our guides to withholding tax and tax incentives for foreign investors cover the general rules.

Withholding on interest to foreign lenders

PwC's summary, reviewed on 31 July 2026, lists interest paid to non-residents at 10 per cent in its main table but shows 20 per cent as the non-treaty rate in its treaty table; treaty rates are commonly 10 per cent, and 7.5 per cent under the United Kingdom treaty for banks and financial institutions.[13] A non-resident may apply to the National Board of Revenue for a certificate allowing payment without deduction or at a reduced rate, which the Board may issue within 30 days.[13] Facility agreements almost always contain a gross-up, so the borrower carries the cost; model on the higher rate until the certificate is in hand.

Incentives for power projects

Under SRO 400, renewable energy power projects starting commercial production between 1 July 2025 and 30 June 2030 receive a 15-year phased income tax exemption: 100 per cent for ten years, 50 per cent for three years and 25 per cent for two years.[12] SRO 211, effective 1 July 2026, adds an exemption until 30 June 2035 for qualifying self-financed solar generation supplied under a power purchase agreement with net metering approval.[12] Lenders should test the model against expiry of the holiday, and the tax covenant should require the project company to maintain eligibility.

Stamp duty and registration costs

Mortgages, hypothecations, assignments and powers of attorney attract stamp duty and, for land, registration fees, which can be material on large secured amounts. Cost is usually managed through the secured amount stated in each deed and the sequencing of supplemental deeds, checked against current rates on the signing date.

Enforcement: what lenders can actually do

A project finance Bangladesh security package is only as good as the route to cash. Bangladeshi law offers three, and the intercreditor agreement should say which lenders may use which.

Self-help sale by banks and financial institutions

Under section 12(3) of the Artha Rin Adalat Ain 2003, a financial institution that holds a mortgage of immovable property or hypothecation of movable property with a power of sale must sell the property, or try and fail to sell it, before filing a suit in the Artha Rin Adalat.[9] If the borrower does not surrender possession on written request, the District Magistrate may recover possession for the institution or the buyer, and a sale made under the section gives the buyer valid title that cannot be challenged, leaving the borrower a claim in damages for any irregularity.[9]

This is a powerful tool for Taka lenders. The money loan court process that follows is covered in our guide to banking law in Bangladesh.

The Commercial Courts

The Commercial Courts Act 2026 (Act No. 23 of 2026) defines a commercial dispute to exclude matters within the High Court Division's original jurisdiction and the Artha Rin Adalat, but to include general transactions of bankers and financial institutions, construction and infrastructure contracts and related tenders, joint venture agreements and shareholder agreements.[14] Section 9(10) directs the court to give priority to suits involving development projects, infrastructure projects or investments of significant importance.[14] Disputes between sponsors, contractors and lenders that are not bank recovery suits may therefore now go before a specialised court.

Arbitration and offshore remedies

Offshore lenders rely on arbitration or foreign courts under the facility agreement and then enforce against assets in Bangladesh, as our guides to foreign arbitral award enforcement and enforcement of arbitral awards in Bangladesh explain. In practice, onshore remedies and step-in rights often deliver more, sooner, than a judgment against an empty project company. Contractors owed money by public employers should read our note on unpaid infrastructure project claims.

From project development to financial close

Project development and finance run in parallel, and most delays come from approvals and security formalities rather than credit decisions. The sequence below is the one that works on most Bangladeshi deals.

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What a project finance lawyer does on a Bangladeshi deal

For sponsors, a project finance lawyer structures the project company, negotiates the concession, PPA or supply contracts for bankability and runs the approvals. For lenders, the work is due diligence on title, licences and contracts, drafting and perfecting the local security package, and the Bangladeshi law opinion on capacity, enforceability and registration. For both, local counsel makes the English- or Singapore-law finance documents and the Bangladeshi security documents interlock. TRW acts on infrastructure finance, energy and project finance mandates across power, transport, industrial and zone projects, from term sheet through financial close to restructuring and disputes. Our banking and finance practice works alongside our construction claims and project disputes team where a project runs into difficulty.

Critical mistakes in project finance Bangladesh deals

Missing the 21-day filing

Treating RJSC registration as a post-closing formality is the most expensive mistake a lender can make with its security package. A charge filed on day 22 is void against the liquidator and creditors.[6] Diarise every security document from its date of execution, including supplemental deeds, and file even where the land registration is still pending.

Assuming the land can be sold

On public-facing infrastructure, section 67 of the Transfer of Property Act limits sale and foreclosure suits, and concession land often belongs to the contracting authority.[7] Price the deal on step-in, termination payments and receivables, not on land value.

Forgetting sector consents

Security over a power plant without BERC's prior permission under section 32(2), or over zone assets in breach of the Type B restriction, can fail at the moment of enforcement.[10] [3] Make each consent a condition precedent.

Relying on repealed law

Documents that still refer to the PPP Act 2015, the PPP Authority or BIDA need re-papering. The savings clause in section 66 protects acts already done, but new consents, approvals and notices must be addressed to the Invest Bangladesh Authority under the 2026 Act.[1]

Trusting the contract over the record

A strong PPA or implementation agreement on paper does not prevent delayed payment or contested deductions.[12] Size reserves for the counterparty you have, not the one the contract describes.

Frequently asked questions

What is project finance in Bangladesh?

It is lending to a special purpose project company where debt is repaid from the project's own revenue and secured over its assets, contracts and shares, with limited recourse to the sponsors. Project finance Bangladesh deals cover power, transport, port, industrial and zone projects.

Does a PPP project need a separate project company?

Yes. Section 41 of the Invest Bangladesh Act 2026 requires the selected private partner to form a company limited by shares, and material changes to its constitution need the contracting authority's prior approval.[1]

Has the PPP Act 2015 been repealed?

Yes. Section 66 of the Invest Bangladesh Act 2026 (Act No. 104 of 2026) repealed it and dissolved the PPP Authority; the Act came into force on 20 August 2026.[1] [2]

Who approves a foreign loan to a Bangladeshi project company?

For private sector industrial enterprises, the Invest Bangladesh Authority gives prior authorisation. Public sector borrowing needs Government approval and, for commercial terms, the Standing Committee on Non-Concessional Loan.[3]

How long do we have to register a charge with the RJSC?

Twenty-one days from creation of the charge. An unregistered registrable charge is void against the liquidator and creditors.[6]

Can a foreign lender hold a mortgage over Bangladeshi land?

Offshore lenders normally hold land and other local security through a Bangladeshi bank acting as security agent or trustee, which registers and enforces it locally. Zone joint ventures may not mortgage fixed assets to non-residents at all.[3]

Do power projects need regulatory consent for security?

Yes. A BERC licensee may not mortgage or transfer its undertaking or any part of it without the Commission's prior permission under section 32(2) of the BERC Act 2003.[10]

Are government payment guarantees available for renewable projects?

In a letter reported in August 2026, the Power Division asked BPDB to include a payment guarantee provision in future renewable tenders, reversing the interim government's approach.[11] Check that it appears in the bid documents, alongside any implementation agreement or facilitation agreement.

Can a bank sell mortgaged property without going to court?

A financial institution with a mortgage or hypothecation carrying a power of sale must sell, or attempt to sell, before suing under section 12 of the Artha Rin Adalat Ain 2003, and the buyer takes good title.[9]

What withholding tax applies to interest paid to a foreign lender?

Published summaries show 10 to 20 per cent before treaty relief, with treaty rates commonly 10 per cent. An NBR certificate is needed to apply a reduced rate.[13]