Fixed fee per stage · Banking and finance
Bangladesh local counsel for DFIs, banks and facility agents
We act as Bangladesh local counsel on cross-border loans into Bangladesh: approvals, security creation and perfection, conditions precedent and legal opinions, with a fixed fee for each transaction stage.
The Legal 500 · Bangladesh: Tier 2 Intellectual property · Tier 2 Tax · Tier 3 Dispute resolution
Who this is for
Why it matters now
Bangladesh local counsel
Bangladesh local counsel for lenders has to work within a foreign exchange regime that changed again in 2026. On 2 September 2026 Bangladesh Bank issued a consolidated circular on foreign loans, overdrafts and guarantees under section 20(3) of the Foreign Exchange Regulation Act 1947, replacing earlier circulars and valid for one year [1]. Foreign loan proposals from private industrial enterprises need prior authorisation from the Invest Bangladesh Authority, while public sector borrowing needs government approval and non-concessional borrowing also needs the Standing Committee on Non-Concessional Loan [1][2].
The approving body itself is new. Invest Bangladesh began operating on 23 August 2026, bringing together the Bangladesh Investment Development Authority, the Bangladesh Economic Zones Authority and the Public-Private Partnership Authority [3]. Templates that still refer to BIDA approvals need updating. Once a loan is approved, authorised dealer banks may remit repayments without prior reference to Bangladesh Bank if conditions are met, including filing the loan agreement and repayment schedule, and must report approved loans quarterly within 15 days after each quarter ends [1].
Security and enforcement need equal care. Bangladesh Bank permits Taka financing against offshore bank guarantees or standby letters of credit only if they are unconditional, irrevocable, payable on first demand and issued by an acceptably rated non-resident institution [1]. Parliament passed a law in October 2023 allowing movable assets such as intellectual property, software, fixed deposits and export raw materials to serve as registered collateral [6]. Bangladesh is a New York Convention party [5], but the US State Department reports uneven court enforcement of awards [4]. A useful opinion is candid about these limits.
What is included
What our bangladesh local counsel service includes
We identify every Bangladesh approval and filing the loan needs, including Invest Bangladesh Authority authorisation, government or SCNCL approval for public sector borrowers, and authorised dealer bank requirements for drawdown and repayment.
We review the facility agreement and finance documents for Bangladesh-law points such as withholding tax, stamp duty, default interest, currency of payment, choice of law and submission to a foreign court or arbitration.
We draft or review Bangladesh-law mortgages, hypothecations, pledges, assignments and guarantees, and manage execution, stamping, registration and company charge filings so the security is perfected and ranks as intended.
We prepare and track the Bangladesh conditions precedent list, review corporate authorisations and board resolutions, and deliver a closing checklist and a bible of executed and filed documents.
Opinions on each Bangladeshi obligor's capacity and authority, due execution, enforceability, choice of law and forum, recognition of foreign judgments and awards, and the filings needed for validity and priority.
We complete DFI and bank panel or procurement requirements, including conflict checks, sanctions and integrity questionnaires, insurance details and fee proposals, before the mandate starts.
We track reporting, registration and renewal deadlines after closing and advise the agent or security trustee on waivers, amendments, restructuring or enforcement if the borrower runs into difficulty.
How it works
Bangladesh local counsel, step by step
- Founding partner consultationWeek 1
Book a 40-minute consultation with a founding partner to outline the borrower, facility, security and timetable. We run conflict checks and confirm the scope and the fixed fee for each stage in writing before work starts.
- Term sheet and approval reviewStage 1
We review the term sheet against current Bangladesh Bank and Invest Bangladesh requirements and send lead counsel a short note on approvals, conditions precedent and structuring points to settle early.
- Documentation and securityStage 2
We comment on the finance documents, draft the Bangladesh security documents and coordinate signing, stamping, registration and charge filing logistics with the borrower, its counsel, the security agent and the registration offices.
- Opinions and closingStage 3
We deliver the capacity and enforceability opinions in the agreed form, confirm that each Bangladesh condition precedent is satisfied and support first drawdown and the related filings with the borrower's authorised dealer bank.
- Bangladesh local counsel after closingOngoing
We deliver registration evidence, the closing bible and a calendar of post-closing reminders, and remain available to the agent on waivers, amendments, restructuring and enforcement for the life of the loan.
We fix the fee for each stage: approval review, documentation and security, and opinions and closing. The price depends on the number of obligors, the security assets and districts where registration is needed, and how much drafting falls to us. Stamp duty, registration and government fees are passed through at cost, and each stage fee is confirmed in writing before work starts.
We confirm the fee in writing before any work starts. Government fees, court fees and stamp duty are passed through at cost.Questions
Bangladesh local counsel: questions
When should a lender appoint Bangladesh local counsel?
At term sheet stage. Bangladesh approvals, security formalities and opinion qualifications affect structure, timing and conditions precedent, so raising them late can delay first drawdown. Private industrial borrowers need Invest Bangladesh Authority authorisation for foreign loans, and public sector borrowers need government approval and, for non-concessional loans, SCNCL approval [1]. Early involvement lets us flag these points before the documents are settled and keeps the closing timetable realistic.
Who approves a foreign loan to a Bangladeshi company in 2026?
Under Bangladesh Bank's consolidated circular of 2 September 2026, proposals from private sector industrial enterprises need prior authorisation from the Invest Bangladesh Authority [1]. Short-term supplier's or buyer's credit of up to one year follows Bangladesh Bank's guidelines on current commercial transactions instead [1]. Certain wholly foreign-owned enterprises in specialised zones may take short-term foreign currency loans from overseas banks for specified purposes [2]. Because the circular is valid for one year [1], we check the version in force on the signing date.
Can foreign lenders take security over assets in Bangladesh?
Usually, subject to the formalities for each asset class: registered mortgage deeds for land, hypothecation or pledge for movables, assignments for receivables and contracts, and charge filings with the company registrar. Many lenders hold security through a local security agent or trustee for practical reasons. Parliament also passed a law in October 2023 allowing movable assets, including intellectual property and fixed deposits, to be registered as collateral [6]. We confirm the registration and stamping route for each asset before documents are signed.
What opinions does Bangladesh local counsel give at closing?
Typically a capacity and authority opinion on each Bangladeshi obligor, and an enforceability opinion covering documents governed by Bangladesh law and the recognition of the chosen foreign law and forum. We address due execution, approvals and filings, stamp duty, and the recognition of foreign judgments and awards. On awards, Bangladesh is a New York Convention party [5], and we qualify the opinion for the enforcement risks that the US State Department and others report [4].
Can you meet our panel and procurement requirements?
We complete panel applications, procurement questionnaires and integrity or sanctions declarations, and provide the information lenders usually request about the team, conflicts, insurance and fee structure. Our offices include Dhaka, Chattogram and Sylhet, with an SRA-regulated London office, Dubai (DIFC) and Singapore, plus desks for the UK, US, UAE, Saudi Arabia, China, India, Singapore and Japan. We quote only once the scope is settled, and the fee is confirmed in writing.
How can an offshore guarantee or SBLC support local Taka lending?
Bangladesh Bank allows banks and finance companies to provide Taka financing to resident companies against offshore bank guarantees or standby letters of credit, subject to credit norms [1]. The instrument must be unconditional, irrevocable and payable on first demand, and issued by a non-resident bank or institution with an acceptable international credit rating [1]. We review the wording against these conditions and the local lender's requirements before the guarantee or SBLC is issued.
Sources
- The Financial Express, September 2026: Bangladesh Bank issues consolidated foreign exchange rules on loans and guarantees
- BSS, September 2026: Bangladesh Bank consolidates rules on foreign loans, overdrafts and guarantees
- Invest Bangladesh, 23 August 2026: Invest Bangladesh begins journey as country's apex investment promotion agency
- US Department of State: 2026 Investment Climate Statements, Bangladesh
- UNCITRAL: Status of the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York, 1958)
- UNB, 26 October 2023: Secure Transactions of (Moveable Assets) Bill 2023 passed to broaden collateral terms
Related
Start with a consultation
Tell us the facts and deadlines. We will confirm scope, fee and timeline in writing before we begin.
General information on the law of Bangladesh, not legal advice. Sending an enquiry does not create a lawyer-client relationship.