Competition Law in Bangladesh — The 2025 Complete Guide for Businesses by TRW Law Firm

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Featured snippet (quick answer)

Bangladesh’s competition regime is anchored in the Competition Act, 2012, enforced by the Bangladesh Competition Commission (BCC). The law bans cartels and certain vertical restraints (including resale price maintenance), prohibits abuse of dominance, and empowers the BCC to inquire, investigate, and adjudicate cases. As of 2025, a formal pre-merger notification system has not yet been implemented, though reforms are under discussion. Businesses should run a competition compliance program, vet distribution pricing, and prepare for BCC inquiries and hearings. (Bangladesh Laws, UN Trade and Development (UNCTAD))

Why this guide — and why TRW

TRW is Bangladesh’s largest cross-border law firm. Our Dhaka–Dubai–London–U.S. team helps manufacturers, FMCG, telecoms, tech/SaaS, banks/NBFIs and multinationals build competition-safe commercial models—from pricing, distribution and exclusivity to JV/M\&A strategy, dawn-raid readiness, and defence before the BCC. We translate evolving global best practice to the Bangladesh market so your growth playbook doesn’t trip over antitrust rules.

1) The legal backbone (what the law actually says)

• The Competition Act, 2012. Purpose: promote, ensure and sustain fair competition; prevent, control and eliminate practices having adverse effect on competition. The Act defines and prohibits anti-competitive agreements (horizontal & vertical), abuse of dominant position, and certain combinations. Resale price maintenance (RPM) is expressly referenced in the statute’s taxonomy of anti-competitive conduct. (Bangladesh Laws, Department of Printing and Publications)
• Institution & powers. The Bangladesh Competition Commission (BCC) was established by gazette in 2012 and began operations in 2016. It is empowered to inquire, investigate and adjudicate complaints; appeal from BCC orders currently lies to the Government/Ministry of Commerce (a design feature highlighted by international reviewers). (Competition Law Center | GW Law, UN Trade and Development (UNCTAD))

Bottom line: The Act gives BCC a one-stop role (investigation + adjudication), backed by statutory prohibitions that reach both cartels and vertical restraints and guard against dominance abuses. (Bangladesh Laws)

2) Core prohibitions — the “red zones”

2.1 Horizontal agreements (competitor-to-competitor)

• Price-fixing, bid-rigging, output limits, market/customer allocation are classic per se risks that can draw swift adverse findings. Conduct doesn’t need to be written; association rules or “gentlemen’s understandings” can suffice to show a concerted practice. (Bangladesh Laws)

2.2 Vertical agreements (supplier–distributor/retailer)

• Vertical restraints are assessed for their effect—but some conduct is singled out. The Act’s list includes resale price maintenance (RPM)—agreements to fix or maintain the buyer’s resale price. These are high-risk: use recommended prices or minimum advertised price (MAP) guidance instead of mandating resale pricing. (Bangladesh Laws)

2.3 Abuse of dominance

• A firm with dominant market power (not defined by share alone—think structure, barriers, buyer power) must not:
• Unreasonably exclude rivals (e.g., predatory pricing, refusal to deal without objective justification);
• Exploit customers (e.g., excessive prices, unfair terms);
• Tie or discriminate in ways that harm competition.
  The BCC will examine market definition, share, entry barriers, and competitive effects under the Act. (Bangladesh Laws)

3) “Combinations” & merger control — where things stand in 2025

• The Act recognizes combinations (acquisitions, mergers, amalgamations), but Bangladesh does not yet operate a fully fledged, binding pre-merger notification regime. International assessments in 2022 noted the framework’s silence on whether notification is mandatory/voluntary and pre- or post-closing, and referenced work toward draft regulations. Stakeholders in 2025 are actively discussing amendments to modernize the regime. (UN Trade and Development (UNCTAD), Centre for Policy Dialogue (CPD))

Practical implication: For now, treat M\&A risk under abuse/agreements theories and general market-power concepts. In parallel, self-assess overlaps and prepare dossiers anticipating future notification thresholds—TRW runs “mock filings” so deals won’t be surprised if rules switch on. (UN Trade and Development (UNCTAD))

4) How BCC matters are triggered — complaint to order (the lifecycle)

1. Trigger event

• A complaint by an enterprise or person (with supporting documents), or suo motu action by the BCC based on market information. The Commission decides whether to open an inquiry. (Competition Law Center | GW Law)

1. Inquiry & investigation

• The BCC’s inquiry/investigation wing gathers facts, requests records, and may seek statements from parties. (Operational details are set administratively; international peer review describes the wing’s separation in structure but supervision by a BCC member.) (UN Trade and Development (UNCTAD))

1. Show-cause & hearing

• If the case has legs, the Commission issues show-cause notices; parties file replies, evidence and expert reports; oral hearings follow.

1. Decision (order)

• The BCC issues a reasoned order: cease-and-desist, directions to modify behavior, and penalties where established by law.

1. Appeal

• Appeals from BCC orders lie to the Government/Ministry of Commerce under the current architecture (a point flagged internationally for potential reform). (UN Trade and Development (UNCTAD))

5) Penalties, remedies & directions

• Cease-and-desist + structural/behavioral directions. Orders can require stopping the conduct, revising agreements, providing access on fair terms, etc.
• Fines: The Act permits pecuniary penalties for contraventions (calibrated to gravity/duration—check your exposure with counsel before any strategy calls).
• Ancillary relief: Publication of corrective notices, training mandates, and compliance programs may be required. (Bangladesh Laws)

6) Distribution & pricing: the high-risk edge (what trips companies most)

• RPM danger zone: Do not set minimum resale prices or punish discounting. Use RRPs or MAP guidance (non-binding), co-op funds, and merchandising incentives instead. Document that downstream pricing remains the reseller’s decision. (Bangladesh Laws)
• Exclusive territories & channels: Exclusivity can be lawful when proportionate and tied to objective performance (minimum purchases, coverage, service SLAs). Avoid market partitioning between independent distributors. (Bangladesh Laws)
• Online distribution: Apply quality-based criteria consistently for marketplaces/official stores; don’t ban passive sales where it would amount to partitioning without justification.

7) Dawn-raid & inquiry readiness (playbook you can run this quarter)

Before anything happens

• Policy & training: A short Competition Code with examples (pricing talks, information exchanges, trade-association meetings, WhatsApp/email risks).
• Document control: A litigation hold protocol; named legal contact; templates for responding to BCC requests.
• Trade-association hygiene: Meeting agendas, competition counsel in sensitive sessions, and no discussion of pricing, margins, volumes, pipeline, or customer allocation.

If the BCC knocks or notices arrive

1. Stabilize: Notify legal; escort officials to a meeting room; preserve IT logs; avoid document deletion.
2. Scope & cooperation: Ask for the legal basis and scope; co-operate within that scope; log everything provided.
3. Privilege & confidentiality: Mark privileged material; request confidential treatment for trade secrets; propose clean teams where appropriate.
4. Internal review: Interview custodians; collect documents; prepare your factual chronology and pro-competitive justifications.
5. Engage early: Clarify market definition, constraints (imports, switching), efficiencies (quality, service, investment), and consumer benefits.

8) Compliance by design — embed it in contracts & sales ops

• Distribution agreements:
• Replace “must sell at X” with “recommended prices” and MAP communications; push compliance through incentives, brand standards, and service levels, not price control.
• Insert competition-law warranties, audit rights, and self-reporting windows for suspected breaches.
• JVs & alliances: Define information-sharing boundaries (use aggregations/clean teams).
• RFPs & tenders: Publish clear, non-discriminatory criteria; keep no-contact rules during evaluation; avoid cross-bidder data leaks.
• HR & incentives: Sales bonus plans must not hinge on enforcing minimum resale prices or policing competitor boycotts.

9) M\&A in a “no-notification” world — how to self-screen

Even without a formal mandatory filing system (yet), you should self-assess transactions for competition risk:

• Market definition & concentration: What happens to CR3/CR4 (top-3/top-4 shares) post-deal? Are there close substitutes or imports that constrain pricing?
• Buyer-power defenses: Do large customers keep prices in check?
• Failing firm & efficiencies: If the target would exit, or the deal creates clear cost/quality improvements for consumers, evidence it.
• Remedies planning: Where overlaps look tight, prep carve-outs or behavioral safeguards (non-discrimination, access commitments).
  Given reform signals in 2025, we advise clients to build data rooms and impact analyses as if thresholds could switch on—so you can pivot fast if a notification rule is promulgated. (UN Trade and Development (UNCTAD), Centre for Policy Dialogue (CPD))

10) Government, policy & reform (2025 outlook)

Bangladesh’s competition policy community—government, academia, and businesses—is actively discussing amendments to strengthen independence, investigative tools, and (potentially) merger control. Public reporting in May 2025 noted a structured committee process and a draft amendment timeline. Keep board-level attention on leniency, settlement/commitment procedures, and merger thresholds—the three reforms that most accelerate credible enforcement while giving businesses predictability. (Centre for Policy Dialogue (CPD))

11) Sector spotlights (how risk shows up in real life)

• FMCG & retail: RPM and exclusive dealing via “must stock at X and not discount below Y” emails. Fix by switching to non-binding RRPs, clear promo funding, and objective quality criteria for shelf/online placement. (Bangladesh Laws)
• Tech/SaaS & electronics: Selective distribution and marketplace standards are fine; ensure authorized-service requirements are quality-based, not competitor-exclusionary.
• Healthcare & devices: Tender collusion and indirect information exchange (shared distributors). Separate bid teams; clean-room sensitive data.
• Logistics & shipping: Association-issued uniform rate cards or “tender rules” that restrict competition can be problematic—scrutinize any collective rulesets for cartel effects.
• Construction & infrastructure: Bid-rotation red flags; train estimators and sales teams on do-not-discuss topics ahead of tender seasons.

12) A 90-day compliance sprint (copy/paste)

Days 1–15: Diagnose

• Run a competition risk audit across pricing, distribution, trade associations, and JV info-sharing.
• Freeze any communication that could be read as RPM or market allocation. (Bangladesh Laws)

Days 16–45: Design & train

• Issue a 6-page Competition Code with do’s/don’ts; launch sales & channel training (with Bangladesh-specific examples).
• Redraft distribution agreements: swap RPM for RRPs/MAP, add compliance warranties, audit rights, and recall/data protocols.

Days 46–90: Embed & test

• Table-top a BCC inquiry (document hold, response pack, spokespersons).
• Set up a deal-screening memo for all JVs/M\&A; track reform news and be ready to notify if thresholds are introduced. (UN Trade and Development (UNCTAD))

13) FAQs — fast answers for CEOs, GCs & CROs

Is exclusivity illegal?
Not per se. It can be lawful when proportionate and tied to objective performance; problems arise when it forecloses rivals without efficiency justification. (Bangladesh Laws)

Can we impose a minimum resale price?
No—RPM is a statutory red flag. Stick to recommended prices or MAP for advertising, coupled with incentive-based programs, not punishments for discounting. (Bangladesh Laws)

Do we need to file mergers?
As of 2025, there is no implemented mandatory pre-merger notification regime in Bangladesh, though reform work is underway. Proactively self-assess overlaps and prepare materials in case thresholds are introduced. (UN Trade and Development (UNCTAD), Centre for Policy Dialogue (CPD))

Where do we appeal a BCC order?
Currently, to the Government/Ministry of Commerce, a design feature that international reviewers have suggested reconsidering to bolster agency independence. (UN Trade and Development (UNCTAD))

14) How TRW helps (what you actually get)

• Distribution & pricing clean-up: RPM-proof templates, selective-distribution criteria, e-commerce annexes, and team training.
• Dawn-raid & inquiry defence: Response packs, privilege protocols, evidence handling, economic analysis, and hearing advocacy.
• JV/M\&A antitrust screening: Market-definition & concentration analysis, remedy playbooks, and mock filing kits to future-proof deals.
• Board education: Quarterly reform updates and scenario planning so you stay ahead of thresholds and leniency/settlement options.

Speak with TRW’s Competition & Markets Team

Phones: +8801708000660 • +8801847220062 • +8801708080817
Emails: info@trfirm.com • info@trwbd.com • info@tahmidur.com
Offices: Dhaka — House 410, Road 29, Mohakhali DOHS • Dubai — Rolex Building, L-12 Sheikh Zayed Road

References

1. Competition Act, 2012 (Bangladesh) — official text (Laws of Bangladesh). (Bangladesh Laws)
2. UNCTAD Voluntary Peer Review of Competition Law & Policy: Bangladesh (2022) — institutional design, merger-control gap, reform options. (UN Trade and Development (UNCTAD))
3. Center for Policy Dialogue (CPD) – “Legal reform and expertise key to stronger Competition Commission” (May 20, 2025) — current reform process and timeline. (Centre for Policy Dialogue (CPD))

Want this adapted into a Competition Compliance Pack (policy + training slides + contract clauses + inquiry response kit) for your sales and channel teams? TRW can ship a sector-specific version quickly.