Investment Approvals (BIDA & BEPZA) in Bangladesh (2025): The Definitive TRW Playbook for Foreign and Cross-Border Investors
Prepared by Tahmidur Remura Wahid (TRW) Law Firm — Dhaka • Dubai • London
Bangladesh is one of the most investable and execution-friendly markets in South Asia—if you structure and sequence approvals correctly. For foreign entrants, two institutional lanes dominate the first mile of execution:
BIDA (Bangladesh Investment Development Authority) — your gateway for non-EPZ investments and for permissions like branch/liaison/project offices, factory approvals coordination, and expatriate work permits; and
BEPZA (Bangladesh Export Processing Zones Authority) — the single-window for export-oriented manufacturing and services inside EPZs, combining site allocation, licensing, customs facilitation, and operational oversight.
This guide is a practical, end-to-end manual on what approvals you actually need, how they interact with Bangladesh Bank (FX) and other authorities, how to sequence them, what global investors should do from Dubai and London to smooth comparability with English-law deal standards and GCC/EMEA capital flows—and how TRW Law Firm builds a bankable, compliant architecture that survives due diligence, lending, and exit.
Useful TRW primers to pair with this guide (internal):
Part I — Understanding the Two Lanes: BIDA vs. BEPZA (and Where BEZA Fits)
A. What BIDA Covers (Non-EPZ Economy)
BIDA is the successor to the former Board of Investment. For foreign investors outside EPZs, BIDA acts as the coordination nucleus for:
Permissions for branch, liaison, and project offices of foreign companies (scope, tenure, renewals).
Work permits for expatriates (outside EPZs).
Support and facilitation on factory location approvals, industrial registrations, utilities coordination, and certain investment registration functions.
Investor services and escalation: resolving inter-agency bottlenecks with city corporations, environment directorates, utilities, etc.
BIDA is also the authority that reviews applications for non-commercial foreign offices (liaison) and contract-specific branches/project offices, setting scope fences so you don’t inadvertently breach your permitted activities.
B. What BEPZA Covers (Inside EPZs)
BEPZA manages the country’s Export Processing Zones. If you intend to manufacture or provide qualifying export services within an EPZ, BEPZA is your primary counterpart and single window for:
Plot or standard factory (shed) allocation on lease, and BEPZA company licensing.
Customs and bonded warehousing facilitation for duty-free import of capital machinery and inputs.
Operational clearances (fire, building plan, utilities), environmental oversight, and labor compliance within the zone ecosystem.
On-site services and coordination with banks, customs, and other agencies located in or assigned to the zone.
Note: BEZA (Bangladesh Economic Zones Authority) manages Economic Zones (EZs) that are similar in spirit to EPZs but operate outside the EPZ regime. Many investors compare EPZ (BEPZA) with EZ (BEZA) during site selection. This article focuses on BIDA and BEPZA, but your early location decision should also consider EZ incentives and the operating model. TRW regularly runs side-by-side comparisons for clients.
Part II — Entry Paths and Their Approval Sequences
Foreign investors typically choose among five entry paths. Your choice determines the approval stack and sequencing:
1) Bangladesh Incorporated Company (WOS or JV) — Non-EPZ (BIDA lane)
Use when: You need a full commercial presence outside EPZs, either wholly owned (WOS) or partnering locally (JV). Sequence overview:
Incorporate at the RJSC (Registrar of Joint Stock Companies and Firms).
Tax & VAT registrations (NBR): TIN, BIN (VAT), and applicable licenses (trade license, factory, fire & environment where applicable).
BIDA work permits for expatriates (if any).
Bangladesh Bank alignment for foreign equity inflow and, if applicable, foreign loan registration.
Operational permits (local authorities, utility connections), and sector-specific clearances.
Use when: You are a foreign company delivering contract-bound services in Bangladesh (e.g., EPC/O\&M, consulting tied to a local agreement). Sequence overview:
BIDA branch approval specifying activities and tenure.
TIN/VAT registrations to the extent required by activity.
Bangladesh Bank for profit remittance against audited accounts and tax clearances.
Work permits (BIDA) for assigned expatriates.
Ongoing compliance within the permitted scope (no expansion beyond BIDA’s approval without variation).
Inward remittances to fund costs (foreign currency; proper purpose codes with your AD bank).
Work permits (BIDA) for expatriates, if any.
No invoicing or contracts in Bangladesh; careful scope policing to avoid regulatory breaches.
5) Project Office (BIDA permission)
Use when: You have a specific project contract (e.g., construction/installation) requiring site presence without full incorporation. Sequence overview:
BIDA project office approval referencing the underlying contract.
TIN/VAT arrangements; withholding on payments from the employer.
Bank accounts and Bangladesh Bank coordination for mobilization advances and repatriation of retained profits upon completion.
Work permits (BIDA) for expatriate technical staff.
Part III — BIDA Approvals: What, How, and Documents That Actually Matter
A. Foreign Company Offices (Branch/Liaison/Project)
Core file components:
Parent company incorporation and charter documents, good standing/board resolution authorizing the Bangladesh office.
Detailed activity scope (for branch/project) or non-commercial functions (for liaison).
Contract (for project office or contract-bound branch), if applicable.
Office lease or occupancy plan in Bangladesh (even if provisional, subject to approval).
Organogram and expatriate plan (number of expats, roles, rotation schedules).
Funding plan (for liaison: inward remittances to meet expenses; for branch/project: local receivables and remittances).
What regulators look for: Clarity of scope, credible parent authorization, tax footprint, no disguised commercial activity for liaison, clear repatriation logic, and alignment with sector rules (e.g., telecoms, power, health).
B. Expatriate Work Permits (BIDA lane)
Eligibility and cadence:
Demonstrate need and specialization, show localization plan over time, and align with sector skill gaps.
Provide employment contracts/secondment letters, educational/professional credentials, and local sponsor details.
Track renewals and visa conversions; maintain payroll/WHT records and personal tax compliance for expatriates.
Export proceeds must be realized through AD banks within prescribed periods; hedging and cash waterfall policies should be set with your bank.
Foreign loan drawdowns for EPZ units still require BB registration; security perfection (if local assets are charged) must be tuned to EPZ lease rights and zone rules.
BB: equity inflows, export proceeds controls, and any foreign loan registration.
Operational ramp with zone-compliant HR and safety.
C. Branch/Liaison/Project — BIDA Permissions
BIDA approval letter (scope/tenure).
TIN/VAT as applicable.
Work permits for expats (BIDA).
BB: remittance modalities (branch profits) or inward expense funding (liaison).
Strict scope compliance to avoid status conversion or penalties.
Part VI — Governance, Contracts, and English-Law Compatibility (London)
For global investors, documentation comparability is a competitive edge. TRW integrates English-law SHAs, SPAs, and LMA-style financing documents into Bangladesh execution—without sacrificing local enforceability.
Key moves:
Use English-law shareholders’ agreements with clear reserved matters, drag/tag, deadlock, non-compete, and valuation mechanics—while mirroring essential rights in the Bangladesh constitution (AOA) so the local registrar and banks see a coherent picture.
For branch/project contracts governed by English law, ensure dispute resolution (arbitration seat in London or Dubai) aligns with the locations of assets and counterparties—then map interim relief and award enforcement to Bangladesh courts.
Where security is required (for foreign loans), dovetail English-law facility packs with Bangladesh-law security/perfection so that banks and BB recognize and enforce them.
Withholding-tax efficient intercompany finance into Bangladesh (subject to BB registration and NBR rules);
Credible regional HQ/IP and commercial substance options.
How it helps approvals:
Clean capitalization of the Bangladesh OpCo or EPZ unit with transparent equity inflows;
Standardized intercompany agreements (services, licenses, loans) at arm’s length with defensible pricing;
Clear line-of-sight for dividend remittances and exit proceeds back to a globally bankable hub.
Cautions: Maintain real substance in Dubai commensurate with functions and risks; manage transfer pricing with benchmarking; avoid creating an inadvertent permanent establishment in Bangladesh by over-managing day-to-day ops from abroad.
Part VIII — Taxes, VAT & Customs: Approval-Linked Practicalities
Approvals are the starting gun; tax/VAT/customs execution keeps you in the race.
Corporate Income Tax: Sectoral rates and EPZ/EZ incentives differ; model your effective tax rate early.
Withholding Taxes: On dividends, interest, royalties, technical services; ensure WHT certificates reconcile in audit.
VAT/BIN: Map place of supply and creditability; ensure proper BIN activation and returns cadence.
Critical discipline: Build your paper trail from day one—board approvals, pricing policies, invoices, bank purpose codes, and BB filings. It is vastly easier to remit dividends/fees when your early boxes are clean than to reconstruct years later.
Part IX — HR, Work Permits & Localization: Two Different Lanes
BIDA lane (non-EPZ): BIDA is your expat work-permit authority. Demonstrate necessity, outline training/handovers to local staff, and don’t let renewals lapse.
BEPZA lane (EPZ): BEPZA processes expat permits in-zone. Align job descriptions with zone skills matrices and keep payroll/WHT compliant.
Localization: Many sectors expect a localization trajectory. Bake it into recruitment, training, and org design.
Data protection & privacy: Map personal data flows (HR, customer, vendor), cross-border transfers, and breach playbooks; ensure contracts mirror your operational reality.
Competition: Watch exclusivity, MFNs, rebates, and distribution structures for anti-competitive effects.
Integrity: AML/CFT, sanctions, anti-corruption programs with third-party due diligence and whistleblowing.
ESG & environment: Factory approvals and environmental clearances have become bankability issues; keep monitoring and remediation logs.
Wrong first step: Opening a liaison office when you really need a revenue-generating entity—or vice versa. Remedy: TRW’s entry diagnostic maps your commercial model to the right vehicle.
Scope creep (liaison/branch): Drifting into unapproved activity. Remedy: Quarterly compliance audits and timely scope variations through BIDA.
FX coding errors: Equity/loan inflows tagged incorrectly create future remittance friction. Remedy: TRW BB coding matrix with AD banks.
Unaligned documentation: English-law SHA but no mirroring in Bangladesh constitution; lenders get nervous. Remedy: Dual-track drafting (London + Dhaka).
EPZ lease/security mismatch: Taking security in ways that don’t bind zone lease rights. Remedy: Zone-compliant security packs and interlocks.
Expat permits lapse: Work permits or visas allowed to lapse; exposure in audit. Remedy: Central calendar with renewal SLAs.
WHT/VAT reconciliation gaps: Missing certificates or mis-posted VAT returns. Remedy: Monthly reconciliations and pre-remittance tax files.
Disputes: English-law contract; arbitration in London with Bangladesh enforcement mapping.
Part XIV — Your Dhaka–Dubai–London Advantage with TRW
Dhaka Core: We design and run the BIDA/BEPZA filings, RJSC work, BB coordination, tax/VAT setup, and zone onboarding.
Dubai Layer: We set up SPVs/finance hubs with credible substance, treasury policies, and arm’s-length intercompany agreements.
London Layer: We prepare English-law SHAs/SPA/LMA-style facilities, and align arbitration and security with Bangladesh enforceability.
Operations & Assurance: TRW builds the compliance calendar, trains your team, and conducts bankability audits so remittances, financing, and exits are friction-less.
1) Do I always need BIDA approval to set up a Bangladesh company? If you are setting up a regular operating company outside EPZs, you primarily incorporate at RJSC and complete tax/VAT and local licensing. BIDA becomes especially relevant for branch/liaison/project offices and for expatriate work permits. Many investors still liaise with BIDA for facilitation and inter-agency coordination even when not strictly mandatory.
2) In EPZs, is BEPZA truly a single window? For zone matters—yes. BEPZA coordinates site allocation, licensing, bonded customs onboarding, and many operational clearances. You will still interact with BB for FX and with customs on audits, but the zone authority orchestrates the workflow.
3) Can my Dubai SPV hold my Bangladesh OpCo and lend to it? Yes, commonly. Ensure BB registration of any foreign loans, arm’s-length pricing, and substance in Dubai to defend transfer pricing. For dividends/exit proceeds, maintain a clean paper trail from the first equity remittance.
4) Can I use English-law SHAs/finance documents? Yes, and it often helps global comparability. Mirror crucial rights locally (AOA, share classes, charge registrations) and align arbitration/enforcement with asset location.
5) Are liaison offices allowed to invoice? No. Liaison offices are non-commercial. They are funded by inward remittances and must not generate revenue locally. If you need revenue-generating activity, choose a branch (if contract-bound) or incorporate a company.
6) How do I remit branch profits? Upon audited accounts, tax clearance, and BB/bank documentation, branch profits can be remitted. Build the audit/tax pack through the year; do not leave documentation to the end.
7) How fast can I get work permits? Cadence varies by lane (BIDA vs BEPZA) and file quality. The most reliable accelerator is a complete, consistent file that aligns employment terms, credentials, and organizational need—and a system to track renewals.
8) Should I choose EPZ (BEPZA) or an Economic Zone (BEZA)? It depends on your product, supply chain, incentive mix, and landlord/operator. TRW runs side-by-side comparisons (lease cost, utilities, customs facilitation, incentives, labor pool) and models your cash conversion under each regime.
Liaison approval; inward remittance plan; work permits (if any)
AD bank inward remittance coding
Any revenue-like activity; mis-funding
Tight SOPs; upgrade path to OpCo/branch
Project Office
BIDA
EPC/turnkey projects
Project office approval; TIN/VAT; work permits
BB: milestone payments, retention, final profit remittance
Contract not reflected in approval; VAT/WHT mis-handling
Contract-driven approvals pack; receivables assignment; bond management
Work with TRW — A Three-City Machine for Approvals that Scale
From Dhaka we build and file your BIDA/BEPZA packs, stand up your company/branch/liaison/project office, and synchronize Bangladesh Bank, tax/VAT, customs, and zone workflows. From Dubai, we stand up SPVs and arm’s-length intercompany finance with real substance. From London, we deliver English-law documentation, arbitration strategy, and lending packs that global investors and banks instantly recognize.
London (UK): 330 High Holborn, London WC1V 7QH, United Kingdom
This publication provides general guidance. Specific sectors, contracts, and counterparties may alter the optimal path. Engage TRW early to architect approvals, FX, tax, and enforcement in one coherent plan.
Bilateral Investment Treaty (BIT) Advice in Bangladesh — A Complete, Practical Guide for Foreign Investors (with Dubai & London Perspectives)
By Tahmidur Remura Wahid (TRW) Law Firm — Dhaka · Dubai · London
Foreign investment into Bangladesh continues to accelerate across energy, infrastructure, manufacturing (EPZ/SEZ), fintech, telecom, and technology services. With rising opportunity comes a simple, crucial question for cross-border investors and lenders: how do you protect your capital against political, regulatory, or contractual risk—efficiently and credibly—before problems arise?
For sophisticated sponsors, banks, development financiers, and corporates, Bilateral Investment Treaties (BITs) and their dispute-resolution mechanisms (typically international arbitration) are the backbone of a sensible risk-mitigation strategy. But extracting real value from a BIT is neither automatic nor one-size-fits-all. It requires forethought in corporate nationality planning, careful attention to eligibility and coverage, and aligned implementation of on-the-ground regulatory compliance in Bangladesh—so that treaty protections remain available when needed.
This TRW guide distills what investors and lenders should know about BITs in Bangladesh—from pre-investment planning and structuring through dispute readiness and enforcement—and contextualizes how our Dhaka–Dubai–London platform adds an edge to treaty-based risk management for capital flowing into (and through) Bangladesh.
What is a BIT and Why It Matters—In Plain English
A Bilateral Investment Treaty is an agreement between two states that protects qualifying investors (and their qualifying “investments”) of one state when they invest in the territory of the other. In practical terms, a strong BIT gives you:
Admission/establishment benefits (in some BITs) and post-establishment protections;
Standards of treatment such as:
Fair and Equitable Treatment (FET) — protects legitimate expectations and guards against arbitrary, abusive conduct.
National Treatment (NT) — treatment no less favorable than that given to domestic investors in like circumstances.
Most-Favored-Nation (MFN) — treatment no less favorable than that given to investors from any third country (subject to carve-outs).
Full Protection and Security (FPS) — protection from physical and sometimes legal insecurity.
Protection against expropriation (direct or indirect), typically requiring public purpose, due process, non-discrimination, and prompt, adequate, and effective compensation.
Umbrella clauses (in many BITs) — elevating certain state contractual commitments to treaty obligations.
Access to international arbitration directly against the host state (e.g., under ICSID or UNCITRAL rules), bypassing local courts for the core merits.
Why it matters: when policy shifts, permits are withdrawn, tariffs are changed overnight, or contractual frameworks are undermined, BITs convert political and sovereign risk into a rule-based adjudication with enforceable awards.
Coverage 101 — Who Is an “Investor” and What Is an “Investment”?
Every BIT defines these terms. To preserve rights, align your structure with the relevant definitions from day one:
Investor: usually a natural person with nationality of the treaty state, or a juridical person (company) constituted or organized under the laws of the treaty state (some require effective management or a seat of control; others recognize “control” via ownership even if the entity is locally incorporated).
Investment: often defined broadly: shares, debt claims, contractual rights, concessions, IP, moveable/immovable property, and sometimes rebundled interests (e.g., supply or EPC contracts plus security interests). Some BITs include substantial business activities thresholds; others exclude short-term trade finance or portfolio investments.
Key practical point: if the BIT requires substance or substantial business activities in the investor’s home jurisdiction, make sure your holding vehicle satisfies economic-substance rules (e.g., board meetings, local directors, payroll, office lease, tax residency), so that a denial-of-benefits (DoB) clause cannot be used against you later.
Bangladesh’s Treaty & Arbitration Landscape — What You Should Expect
Bangladesh participates in the global investment protection framework, including international arbitration and the New York Convention regime for enforcement of foreign arbitral awards. Its domestic arbitration law (the Arbitration Act 2001, as amended) operates alongside those international commitments and facilitates recognition and enforcement of awards, subject to statutory grounds.
What this means for investors:
BITs with Bangladesh often contain consent to arbitration, typically ICSID and/or UNCITRAL clauses.
Cooling-off periods (e.g., 3–6 months) and pre-arbitration steps (consultations, notice of dispute) are common and must be scrupulously observed.
Fork-in-the-road provisions can limit parallel proceedings (e.g., domestic lawsuit vs. treaty arbitration). Avoid inadvertently waiving your treaty path.
Taxation and prudential carve-outs are common; be careful when structuring tax-efficient paths that remain compatible with protected expectations.
Strategic Treaty Planning: Corporate Nationality and the “Right” Holding Company
Treaty Shopping vs. Treaty Planning (and the DoB Trap)
Treaty shopping is pejorative when a company moves after a dispute is foreseeable.
Treaty planning is prudent pre-investment structuring—selecting a holding company jurisdiction whose BIT with Bangladesh offers robust protections and a clear arbitration path, and ensuring authentic substance to avoid DoB challenges.
Selection Criteria for Your Holding Jurisdiction
Treaty Quality: FET language, expropriation tests, MFN width, umbrella clause, clear consent to arbitration.
DoB & Substance: Avoid BITs that allow Bangladesh to deny benefits to entities without substantial business activities in the investor’s home state—unless you are ready to meet substance.
Tax & Treaty Network: Align with double-tax treaties and business goals (dividends, interest, royalties).
Corporate Flexibility: Re-domiciliation, financing instruments, security perfection across borders.
Regulatory Reputation: Rule of law, predictability, avoidance of black/grey-list concerns.
Outcome: choose a jurisdiction that optimizes protection + tax + operational practicality, not just headline treaty text.
Dhaka–Dubai–London: Why These Nodes Matter for BIT-Ready Structuring
Dubai (UAE) Perspective
Dubai’s ecosystem—free zones, robust corporate laws, Economic Substance Regulations (ESR), Ultimate Beneficial Ownership (UBO) requirements, and access to GCC capital—makes it a natural command center for regional holdings into South Asia. For BIT planning:
Substance is not a checkbox. Align officers, banking, decision-making minutes, and real operations to withstand DoB scrutiny.
Banking & Treasury: Robust banking relationships support capital injections into Bangladesh and dividend repatriation out.
Islamic Finance: If using Sharia-compliant structures, Dubai’s market depth pairs naturally with Bangladesh’s growing industry—see TRW’s resource on Islamic Finance for synergy with BIT-friendly investment formats.
London (UK) Perspective
London remains a global dispute-resolution and finance capital. For BIT planning:
Treaty Depth & Arbitration Culture: UK courts are arbitration-friendly; London is a preferred seat for commercial arbitration (seat ≠ venue of hearings in investment arbitration, but seat selection in contracts affects due-process ecosystem and court support).
Governance & Compliance: UK corporate governance and substance (directors, minutes, registered office, tax residency) can bolster investor nationality arguments.
Financing Stack: Syndicated loans, private credit, ECA cover, and political risk insurance (PRI) markets sit in London, dovetailing with BIT safeguards.
The TRW edge: Our Dubai and London offices coordinate with Dhaka to ensure substance, banking, tax, and governance are coherent—and that Bangladesh regulatory filings match the treaty story you’ll assert if a dispute ever arises.
Bangladesh Entry Spine: Regulatory Hygiene that Preserves Treaty Rights
BITs do not excuse non-compliance. To keep protections available, match treaty planning with local regulatory hygiene:
Investment Registration & Approvals: BIDA for general FDI; BEPZA for EPZs; BEZA for economic zones; sectoral approvals (power, telecom, financial services).
Capital Account & Repatriation: Bangladesh Bank approvals and reporting for inbound equity, shareholder loans, and outflows (dividends, royalties, interest). See Regulatory (Bangladesh Bank).
Bottom line:match form with substance—board minutes, related-party policies, intercompany agreements, and treasury flows should tell the same story your BIT claim will later rely on.
Red-Flag Risks Under BITs (and How to Mitigate Them Before They Happen)
Unilateral Tariff/Price Shocks
Risk: sudden change to approved tariffs (e.g., power PPAs) or regulated prices that destroy project economics.
Mitigation: stabilize via contract change-in-law & economic re-balancing clauses + treaty planning + contemporaneous evidence of legitimate expectations.
Permit Withdrawal or Delay
Risk: arbitrary cancellation or indefinite delay of licenses.
Mitigation: track procedural history meticulously; keep compliance calendar; request reasons in writing; maintain dialogue records (this becomes evidence for FET claims).
Foreign Exchange Controls / Repatriation Limits
Risk: inability to remit dividends, debt service, or royalties.
Mitigation: pre-clear repatriation routes with Bangladesh Bank; keep approvals current; use escrow mechanics where appropriate; preserve communications.
Tax Measures with Retroactivity
Risk: new or re-interpreted taxes that effectively expropriate cash flows.
Mitigation: structure with tax treaty coverage; document expectations; consider gross-up and tax stabilization where feasible.
SOE Contract Breach
Risk: state-owned off-taker not honoring payment schedules.
Mitigation: include sovereign support or comfort letters; clear dispute-resolution clauses; direct agreements with lenders; early-warning triggers.
Regulatory Discrimination
Risk: harsher treatment than domestic competitors or other foreign peers.
Mitigation: keep comparators and data; record meetings; preserve contemporaneous notes—everything becomes evidence.
Drafting State & SOE Contracts to Be BIT-Ready
Choice of Law & Forum: For commercial contracts, consider international arbitration with a supportive seat. Treat this as separate from BIT arbitration; both can co-exist, but watch fork-in-the-road.
Stabilization & Change-in-Law: Draft formula-driven adjustments for taxes, FX, or regulatory fees.
Performance Requirements: Guard against quotas or localization demands that render performance impossible; document agreed parameters.
Sovereign Immunity: For commercial arbitration, seek waivers of immunity (where permissible) for enforcement against non-diplomatic assets.
Transparency Clauses: Commit both sides to written rationales for refusals and timelines for administrative steps—this evidence underpins FET arguments.
Confidentiality & Data: Ensure data generated by the project (KPIs, meters, customs) is accessible; without it, damages modeling becomes speculative.
Evidence, Governance & ESG: Quiet Work that Wins Disputes
Many BIT cases are lost on record-keeping and governance:
Board Minutes & Resolutions: Show where legitimate expectations were formed (e.g., government confirming tariff methodology).
Regulatory Correspondence: File everything. A polite email requesting reasons for a delay often becomes golden in arbitration.
Compliance Controls (AML/CFT, Sanctions): A single compliance lapse can become the state’s defense (illegality, corruption, public-policy objections).
ESG & Human Rights: Social license matters. Environmental or labor lapses can color the tribunal’s view of your equities and mitigation steps.
Dispute Lifecycle: From “Early Noise” to Award & Enforcement
Early Detection: Build a risk register (signals: delayed approvals, unusual tax queries, payment slippages).
Interest & Currency: Don’t leave interest for the tribunal to guess—submit a defensible rate (risk-free + appropriate premia), and be explicit on compounding.
Mitigation: Document attempts to mitigate loss (alternate buyers, re-tendering, renegotiation).
Tax Gross-Up: Model post-award tax exposure to avoid under-compensation.
Political Risk Insurance (PRI) and BITs: Belt and Braces
Complement, not substitute. PRI protects against inconvertibility, expropriation, war/insurrection, and breach of contract by state entities.
Coordination: Ensure your notice and consent provisions fit both the policy and the BIT timeline.
Subrogation: If insurer pays out, it may assume your claim rights—draft tripartite protocols with lenders to avoid conflicts.
Sector Snapshots: How BIT Thinking Changes by Industry
Power & Energy (IPP, LNG, Transmission)
Anchor PPA/PSA obligations within a treaty-backed structure.
Capture change-in-law mechanics for fuel pricing, import duties, or grid codes.
Stabilize bonded warehouse benefits, duty drawback, and visa/work-permit flows for foreign specialists.
Ensure land/lease rights and utilities commitments are provable and time-stamped.
Telecom & Digital Services
Anticipate spectrum/permitting renewals and data-localization pressures; document the regulatory baseline at entry.
Keep comparators: how are other operators treated?
Financial Services / NBFI / Fintech
Align licensing with prudential carve-outs that BITs often respect; don’t confuse regulatory enforcement with unfair treatment—build your compliance record.
Facts: EPZ manufacturer loses environmental permit following midstream policy change.
Approach: Exhaust administrative reviews; evidence of compliance; BIT NoD after cooling-off efforts fail; seek interim measures to prevent plant closure.
Outcome: Settlement restoring permit with compliance undertaking; arbitration discontinued by consent.
Ravi Capital v. Revenue Board (Retroactive Tax)
Facts: Retroactive tax assessment wipes out two years of profits.
Approach: Tax appeals + BIT strategy in reserve; document discriminatory application vs. comparators; damages model includes interest; negotiated credit and prospective stabilization.
Names are generic and illustrative to maintain confidentiality and align with TRW editorial policy.
Practical Checklist — BIT-Ready in Bangladesh
Map BIT Options before incorporation; select holding jurisdiction matching protection + substance ability.
Substance Setup (Dubai or London, as applicable): directors, payroll, office, board calendar, governance charters.
Regulatory Spine in Bangladesh: BIDA/BEZA/BEPZA approvals; Bangladesh Bank filings; sector licenses.
Board Awareness: Annual “BIT audit” of structure, approvals, and covenants.
How TRW Law Firm Delivers — Dhaka • Dubai • London
Single, integrated team across three hubs:
Treaty Mapping & Structuring: We benchmark candidate jurisdictions against Bangladesh BIT coverage, DoB risk, tax treaties, and substance feasibility; we design board/governance and treasury routines that age well.
Regulatory Execution: We obtain and maintain BIDA/BEPZA/BEZA approvals, sector licenses, and Bangladesh Bank registrations, aligning filings with your BIT narrative (nothing undermines a claim faster than messy filings). Explore our resource on Regulatory (Bangladesh Bank).
Dispute Readiness & Advocacy: We build NoD playbooks, manage cooling-off strategy, select expert valuers, and run or settle treaty arbitrations with credibility.
Sector Depth: Power, infrastructure/PPP, EPC/ports, telecom/digital, fintech/NBFI, and EPZ manufacturing—our mix of public law, finance, and projects experience is uncommon in the market.
Islamic Finance Synergy: For sponsors using Sharia-compliant instruments, our Islamic Finance practice integrates documentation with treaty-ready risk allocation.
Frequently Asked Questions (Bangladesh BITs)
1) Do I automatically get BIT protection if I invest from my home country? No. You only benefit if your nationality (or your holding vehicle’s nationality) matches a BIT partner of Bangladesh and you meet that BIT’s investor and investment tests (including any substance requirements).
2) Can I restructure after a dispute starts to get into a better BIT? Tribunals scrutinize timing. Post-dispute restructuring is often ineffective or risky. Plan early, before disputes are foreseeable.
3) Are shareholder loans and intercompany receivables “investments”? Often yes, but it depends on BIT language. Draft intercompany agreements and governing law with care to avoid later disputes over “investment” status.
4) If my state-owned off-taker breaches contract, do I sue under the contract or the BIT? Sometimes both are possible, but watch fork-in-the-road and waiver issues. Coordinate strategy so you don’t inadvertently forfeit treaty rights.
5) How long do BIT disputes take and what do they cost? They can be multi-year and expensive. Good pre-arbitration work—NoD, mediation, targeted negotiations—can avoid or shorten a case.
6) Can tax measures trigger a BIT claim? Potentially, but many BITs contain tax carve-outs. The more your structure reflects good-faith tax planning with clear documentation, the stronger your position.
7) Is local litigation necessary before BIT arbitration? Some BITs require exhaustion or waiting periods; others do not. Always read the text—and don’t start domestic litigation that triggers a fork-in-the-road bar unless strategically necessary.
8) How do I ensure repatriation rights are respected? Combine Bangladesh Bank approvals with contractual protections and board-level treasury policies. Keep meticulous records of compliance and outbound requests.
9) Can I use a fund structure with multiple SPVs and still claim BIT protection? Yes, if at least one qualifying investor entity with the relevant nationality owns or controls the investment and substance is maintained. Document control pathways.
**10) What if my investment is in a *joint venture* with a Bangladeshi partner?** JV is common. Ensure shareholders’ agreements provide data access, audit rights, and deadlock/dispute mechanics that coexist with BIT strategy.
11) How does ESG interact with treaty claims? Poor ESG records weaken equities and sometimes the merits. Treat ESG compliance as a legal shield, not just PR.
12) What’s the role of political risk insurance (PRI) if I already have BIT cover? PRI complements BITs, providing liquidity and sometimes subrogation muscle. Align timelines and notice provisions across policy, contracts, and BIT.
Next Steps — A BIT-Ready Investment Plan with TRW
Treaty Map & Structure: Identify the strongest treaty coverage and design a holding structure with real substance (Dubai or London).
Regulatory Execution in Bangladesh: Align BIDA/BEPZA/BEZA, Bangladesh Bank filings, and sector licenses with your treaty narrative.
Contract Architecture: Build stabilization/change-in-law, arbitration, and sovereign immunity clauses into state/SOE contracts.
Evidence Protocol: Institute a compliance and evidence playbook from Day 1.
Insurance Overlay: Add PRI where cost-effective; harmonize with financing covenants.
Dispute Contingency: Maintain a living NoD template, appointment strategy, and asset-mapping for enforcement.
When you are ready, our team in Dhaka, Dubai, and London can coordinate a two-week BIT & Regulatory Readiness Sprint to operationalize the above for your specific project or portfolio.
Summary Table — BIT Advice in Bangladesh (Investor’s Quick View)
Topic
What to Know
TRW Action
BIT Coverage
Protections include FET, NT, MFN, FPS, expropriation guard, umbrella clauses; arbitration access typically ICSID/UNCITRAL.
Map relevant BITs; confirm definitions of “investor” and “investment”; design eligibility.
Corporate Nationality
Jurisdiction choice must align with BIT text and DoB clauses; substance is critical.
Bangladesh (Dhaka): House 410, Road 29, Mohakhali DOHS United Arab Emirates (Dubai): Rolex Building, L-12 Sheikh Zayed Road United Kingdom (London): 330 High Holborn, London WC1V 7QH, United Kingdom
Explore related TRW resources for your transaction:
This guide is practical and strategic by design. It is not a substitute for tailored legal advice. The strongest BIT outcome is the one you never have to file—because your structure, contracts, compliance, and evidence were designed from day one to prevent the dispute or settle it on terms that keep your project alive. That is exactly how our Dhaka–Dubai–London team partners with sponsors, lenders, DFIs, and corporates investing in Bangladesh.
Investment Structuring in Bangladesh (2025): A Complete TRW Playbook for Foreign Investors, Multinationals, and High-Growth Operators
Prepared by Tahmidur Remura Wahid (TRW) Law Firm — Dhaka • Dubai • London
Why Investment Structuring Matters in Bangladesh—And Why TRW’s Dhaka–Dubai–London Triangle Gives You an Edge
Bangladesh is one of Asia’s most resilient growth stories—driven by manufacturing, infrastructure build-out, a burgeoning digital economy, and steady domestic consumption. Yet success here turns on how you structure your investment: the legal vehicle, capital stack, governance levers, tax posture, foreign-exchange (FX) pathways, security and enforcement mechanics, and credible dispute resolution choices. Done well, you unlock predictable cash repatriation, bankability, competitive financing, and clean exit routes. Done poorly, you absorb needless tax leakage, FX friction, transfer pricing and permanent establishment risks, enforcement gaps, and reputational exposure.
TRW Law Firm operates natively in Dhaka, with strategic capability in Dubai and London. That lets us design structures that work on the ground in Bangladesh—while also harmonizing with English-law documentation standards (London) and Middle-East capital flows/holding SPVs (Dubai). In practical terms, you benefit from Bangladesh realism plus global deal discipline.
Useful background from TRW’s resource hub (internal):
Choosing the Right Bangladesh Vehicle (and When to Use Each)
1) Private Limited Subsidiary (WOS)
Best for: Most operating businesses (manufacturing, services, digital), long-term presence, scalable headcount, banking and contracting. Upside: Clean governance, limited liability, full contracting capacity, familiar to banks and counterparties. Watch-outs: Foreign share subscriptions and subsequent changes should follow BB/RJSC protocols; ensure FX inflows come through proper A-type convertible currency channels with correct purpose coding; maintain statutory filings to keep charge registrations/enforceability clean.
2) Joint Venture Company (JVCo)
Best for: Local market access, government relations, distribution partnerships, sectors benefiting from local experience or land banks. Upside: Strategic partner leverage and faster ramp-up. Watch-outs:Shareholders’ Agreement must hard-code reserved matters, information rights, put/call options, non-competes, deadlock escalation, and exit mechanics. Use clear valuation methods (e.g., pre-agreed formulas/independent valuations). Align JVCo constitution with the SHA to avoid friction.
Best for: Foreign service companies performing limited, contract-specific work in Bangladesh. Upside: No separate local share capital; quicker for single-project servicing. Watch-outs: Revenue attribution and profit remittance need BB clearance against audited accounts; broader commercial activity is restricted.
4) Liaison (Representative) Office
Best for: Non-commercial presence—market research, coordination, brand support. Upside: Lower compliance footprint, a toehold market presence. Watch-outs:No revenue-generating activities; all costs funded by foreign inward remittance; strict scope policing (audit scrutiny if drift occurs).
5) Project Office
Best for: EPC/turnkey contractors executing a specific contract (often infrastructure or power). Upside: Contract-tied structure; cash flow mapped to project milestones. Watch-outs: Tax withholding patterns, equipment importation and re-exportation, workforce visas, and local procurement rules require early structuring.
6) Economic Zone (BEZA) / Export Processing Zone (BEPZA) Units
Best for: Manufacturing/processing exporters; logistics-intensive or customs-sensitive models needing single-window support and incentive regimes. Upside: Fiscal incentives, infrastructure, customs facilitation. Watch-outs: Zone-specific licensing, local content norms, labour and environmental monitoring; ensure supply-chain and off-take contracts integrate zone rules.
7) Public Company / Listing Bridge
Best for: Scaling companies with IPO or bond market ambitions, or acquisitions financed with equity capital markets. Upside: Capital access, profile, liquidity. Watch-outs: BSEC disclosure, corporate governance upgrades, independent directors, insider trading controls, and ongoing compliance cadence.
TRW restructuring and market-readiness resources (internal):
Capital Stack Design: Equity, Debt, and Hybrids That Actually Work Here
Equity: Ordinary, Preference, and Redeemables
Bangladesh allows a variety of share classes. In practice:
Ordinary shares carry voting/economic rights; straightforward for dividends and exits.
Preference shares can be cumulative/non-cumulative, participating/non-participating, redeemable, and can be structured to meet investor yield targets and waterfall preferences. Where instruments lean toward convertibility or quasi-debt features, expect BB/BSEC scrutiny and additional steps for foreign investors.
Use class-specific rights to encode vetoes, anti-dilution, drag/tag, and dividend priorities within company constitutional documents and SHA.
Shareholder Loans vs. External Commercial Borrowings (ECBs)
Shareholder loans are common for early deployments. However, interest payments and principal repayments to non-resident lenders require foreign loan registration with Bangladesh Bank and adherence to pricing and tenor parameters.
ECBs from third-party foreign lenders (banks/funds) are possible with BB approvals/registrations. Assess withholding taxes on interest, security perfection, and governing law enforceability.
For document standards and security syndication, see TRW’s internal primers:
LC-backed procurement (sight/usance), trust receipts, invoice finance/factoring, and warehouse financing are available locally through banks/NBFIs.
Islamic structures (Murabaha, Ijara, Musharakah) are widely used in trade/manufacturing and can be layered with conventional facilities for hybrid liquidity.
Dividends and disinvestment proceeds can be remitted subject to tax clearance, audited financials, and BB’s documentation checks.
Build a document trail: board resolutions, AGM approvals, audited accounts, tax payment evidence/clearances, and bank forms with proper purpose codes. Early alignment with your Authorized Dealer (AD) bank avoids end-game bottlenecks.
Governance & Control: Locking in Decision Rights That Scale
Board & Management Architecture
For foreign-owned Bangladesh subsidiaries/JVCo, design a governance stack that pre-empts drift:
Board composition and quorum mechanics (including foreign director presence for key approvals).
Reserved Matters (capital raises, indebtedness, related-party deals, asset sales, IP assignments, deviations from budget, CEO/CFO appointment/removal).
Management Services Agreement (MSA) for strategic oversight, KPI reporting, and group policy adoption (HSE, AML/CFT, sanctions, data protection).
Shareholder Agreement (SHA) Essentials
Equity waterfalls and preferred returns where applicable.
Non-compete and non-solicit tailored to Bangladesh competition norms.
Related-Party Transactions & Transfer Pricing
Transactions with foreign parents or affiliates (management fees, royalties, service charges, intra-group loans) must be:
Contracted at arm’s length,
Supported by benchmarking, and
Recorded with robust invoicing and substance to withstand NBR review. Early documentation is essential to defend both withholding positions and deductibility.
Tax & Fiscal Architecture: What to Optimize (Without Over-promising)
Corporate Income Tax (CIT): Sector-specific rates exist; confirm your sector and incentive status (EZ/EPZ or pioneer categories where applicable).
Minimum tax/turnover-based taxes: Plan for MAT-like outcomes in low-margin years.
Withholding Taxes (WHT): Apply on dividends, interest, royalties, technical services, and select domestic payments; WHT certificates must reconcile in audits.
VAT & SD: Registration (BIN), place of supply, exemptions, and input credit mechanics require mapping to your commercial model.
Customs & Bonded Facilities: For exporters, bonded warehouse regimes, duty drawbacks, and IRC/ERC prerequisites are critical to cash-flow planning.
Capital Gains: Share transfers (resident/non-resident) can trigger tax and stamp duty; plan valuations and buyer/seller gross-up economics in SPA.
See TRW’s practical incorporation resources (internal):
A structure fails if cash cannot move predictably. Align early with your AD bank:
Inbound equity: Receive through the correct purpose code; file the supporting documents promptly so RJSC and BB records match bank reports.
Foreign loans: Get BB registration before disbursement; negotiate covenants and security mindful of local enforceability.
Outward remittance (dividends, royalties, intercompany charges): Maintain contracts, board approvals, tax clearance, and proof of service delivery.
Valuation for share transfers (inbound/outbound) should follow accepted methodologies, documented by independent valuers when needed to satisfy BB.
Land, Real Assets & Security: Perfecting Rights So Lenders Will Fund
Land & Real Estate
Title diligence (chain of title, mutation, khatian, survey variances), encumbrances, zoning, environmental clearances, and factory approvals are critical in industrial projects.
In EZ/EPZ contexts, leasehold interests and zone authority consents dominate the risk map.
Security & Perfection
Create fixed charges over land, plant, machinery; floating charges over inventory/receivables; account charges over bank accounts; share pledges over Bangladesh subsidiary equity.
Register charges with RJSC within statutory timelines (and renew if required), pay stamp duty, and ensure the security agent concept is respected in documentation.
For foreign lenders, align governing law with local perfection and enforcement strategy; plan for parallel debt or similar constructs in syndicated deals.
For deeper detail, pair this section with TRW’s internal links:
Work permits for expatriates typically run through BIDA (or zone authorities). Respect local/expat staffing ratios and training localization commitments where applicable.
Contracts & policies: Bangladesh labour law prescribes overtime, leave, separation payments, and disciplinary procedures—build compliant templates and a compliance calendar.
Payroll withholding and employee tax certificates must reconcile; design equity/bonus plans with local tax and buy-back mechanics in mind.
Using Dubai & London in Your Cross-Border Architecture
Dubai (DIFC / Dubai Free Zones)
Why Dubai: Regional capital pools, sophisticated banks, globally mobile shareholders, and efficient corporate platforms.
How used:Holding SPV for Bangladesh OpCo equity; treasury and intra-group finance; regional IP/company HQ.
Contracting: Dubai entities can contract upstream with suppliers or downstream with group cos; consider where risks and profits are managed to defend transfer pricing.
London (UK HoldCo, English-Law Documentation)
Why London: Predictable English-law contracts, global finance access, and institutional investor familiarity with LMA/LSTA standards.
How used: UK HoldCo with English-law SHA/SPA/LMA loan agreements, predictable governing law and jurisdiction, and experienced courts/arbitration networks.
Caution: Avoid creating permanent establishment in Bangladesh through excessive UK management control over Bangladesh operations; design board delegations carefully.
Result: A Dhaka OpCo + Dubai/UK HoldCo + English-law financing/SPA layer often yields the best blend of local operability with global bankability—provided FX, TP, and governance mechanics are tight.
Three Blueprint Archetypes (Use “As-Is” or As a Starting Point)
A) Global SaaS Entering Bangladesh
Vehicle: Bangladesh WOS with Dubai SPV parent (optionally UK HoldCo for English-law SHA). Revenue model: On-shore Bangladesh customer contracts; optional cross-border license from Dubai/UK entity (TP-aligned). Capital stack: Paid-up equity + intercompany loan registered with BB for growth burn. Governance: Reserved matters for pricing policies, data controls, cybersecurity, and brand/IP integrity. Tax & FX: Withholdings on service imports managed through arm’s-length documentation; robust substance in Dubai/UK if IP monetization sits there. Disputes: English-law contracts; arbitration in London or Dubai; on-shore consumer-law compliance for Bangladesh clients.
B) Industrial Manufacturer (Economic Zone)
Vehicle: EZ unit company with long-term lease and zone licenses. Capital stack: Equity + local working capital lines (LCs, TRs, invoice financing); capex via foreign loan (BB-registered). Supply chain: Bonded facilities, duty drawbacks, customs single-window. HR: Localized workforce, expatriate technical staff with work permits, robust HSE and factory compliance. FX: Export proceeds repatriation and hedging policies with AD bank. Disputes: Zone authority mechanisms + arbitration. Exit: Trade sale to strategic or PE buyer; prepare a vendor due diligence pack from day one.
C) EPC Contractor (Power/Infrastructure)
Vehicle:Project office or contract-specific branch, or incorporate a Bangladesh SPV if required by the EPC contract or lender. Capital stack: Advance payments, milestone-based draws, performance/advance payment guarantees; back-to-back sub-contracting. Risk: Variation orders (VOs), liquidated damages (LDs), and force majeure allocation must be crystal clear. FX: Mobilization advances and offshore purchase payments mapped to bank documentation; repatriation of retained profits post-completion. Security: On-demand bonds; if financing, secure assignment of receivables and account controls. Disputes: Multi-tier escalation; international arbitration with emergency relief options.
Practical Pitfalls (and How to Avoid Them)
FX Paperwork Gaps: If initial equity or loans arrive with the wrong purpose code or incomplete board/valuation files, dividend and exit remittances suffer later.
Unregistered Charges: Security becomes fragile if not registered on time with RJSC—lenders discount enforceability.
Stamp Duty Surprises: Share transfers, facility agreements, and security documents attract stamp duties; budget and calendar these.
Transfer Pricing Blind Spots: Intercompany fees without benchmarking invite adjustments and penalties.
PE Risk: Overseas parent “over-managing” local team can trigger Bangladesh taxable presence; get governance calibrations right.
Weak JV Documents: Missing drag/tag or deadlock tools make exits expensive.
Compliance Drift: VAT/BIN registration, payroll withholding, annual returns—missed filings accumulate into avoidable hurdles at the worst time (fundraise, sale, or bank line renewal).
Arbitration Clauses Mis-aligned with Security: A London-law SHA with Dhaka-law security needs an enforcement-compatible strategy; align the two.
Land/Title Shortcuts: Factory projects fail without airtight title/mutation due diligence and environmental clearances.
Board & Signatory Chaos: Counterparties and banks want certainty—authorities, specimen signatures, and DOA (delegation of authority) registers must be maintained.
Step-by-Step: Building Your Bangladesh Holding & Operating Stack
Choose the Bangladesh vehicle (WOS, JVCo, branch, project office, EZ/EPZ).
Pick your offshore superstructure (Dubai SPV, UK HoldCo) if beneficial for capital, contracts, or governance.
Open bank accounts with a reputable AD bank; align KYC and purpose codes from day one.
Capitalize the entity: Paid-up capital in foreign convertible currency; file RJSC returns; keep BB acknowledgements safely archived.
Document governance: SHA, constitution, board/committee charters, MSA, DOA matrix.
Dispute & exit architecture: Arbitration seats, governing law, drag/tag, valuation mechanics, and escrow/holdback logic in SPAs.
Operate, monitor, refine: Quarterly governance health checks; annual “bankability audit” to ensure finance and exit readiness.
How TRW Law Firm Orchestrates This (Dhaka–Dubai–London)
Bangladesh Core Build: Incorporation, regulatory licensing, FX and BB liaison, tax/TP calibration, labour and immigration, security perfection, company secretarial and board governance.
Dubai Layer: Holding SPV, treasury, regional IP/contracting, bank relationships, intercompany policies that withstand TP scrutiny.
London Layer: English-law documents (LMA/LSTA style where appropriate), SHA/SPA drafting, global lender/fund interfacing, and arbitration seat choices aligned with enforcement.
Financing & Security: Syndicated and club deals, intercreditor frameworks, Islamic/conventional hybrids, export credit overlays.
Q1: Can I keep everything offshore and just book Bangladesh revenue there? A: Risky. If your people, contracts, and fulfilment sit in Bangladesh, tax and regulatory authorities can assert a taxable presence or question remittances. Use a compliant Bangladesh OpCo with defensible intercompany arrangements.
Q2: Are preference shares viable to deliver target returns? A: Yes, with careful drafting on dividend rights, redemption, ranking, and covenants. Foreign investors should expect BB/BSEC touchpoints depending on features.
Q3: Can I use English-law SHAs and finance docs? A: Yes—very common. But synchronize with Bangladesh law security and enforceability. Your arbitration seat and governing law choices should match the assets and enforcement plan.
Q4: How hard is dividend repatriation? A: Straightforward if your audit, tax clearances, bank files, and purpose coding are clean. Build the paper trail from day one—don’t backfill later.
Q5: What’s the fastest way to “test” the market? A: A liaison office for pure research/coordination or a branch for contract-bound services. For full commercial operation, a WOS is usually best.
Q6: Will lenders finance a Bangladesh OpCo? A: Yes—local banks/NBFIs are active; foreign lenders engage on larger tickets with BB registration, security perfection, and cash waterfall discipline.
Structured Summary Table — Investment Structuring in Bangladesh (Quick Reference)
Topic
Key Options/Steps
Advantages
Watch-Outs / TRW Tips
Entry Vehicle
WOS, JVCo, Branch, Liaison, Project Office, EZ/EPZ unit
Fit-for-purpose presence; EZ/EPZ incentives
Scope creep for liaison; profit remittance controls for branch; tailor JV SHA
Offshore Layer
Dubai SPV; UK HoldCo
Bankability; English-law standards; regional capital
Avoid PE in BD; align TP + substance with where value is controlled
Equity
Ordinary; Preference; Redeemable
Customizable waterfalls and governance
BB/BSEC checks for convertibles; stamp duty on transfers
Debt
Shareholder loans; ECBs; Local WC lines
Optimized cost of capital; faster scale-up
BB registration; WHT on interest; covenant localizability
Trade Finance
LCs, TRs, factoring, warehouse finance
Inventory monetization; supplier trust
Accurate shipping docs; FX alignment; ICC rules compliance
Islamic Finance
Murabaha, Ijara, Musharakah
Faith-aligned; widely accepted
Asset-backing & procedural form must be tight
FX & Repatriation
Dividend, royalty, service fees, exit proceeds
Predictable cash homeward if documented
Purpose codes, audit trail, tax clearance, BB forms
Benchmark intercompany; manage treaty and substance prudently
Governance
Board, reserved matters, MSA, DOA
Control with speed; audit-ready
Keep registers, resolutions, and filings current
Employment & Immigration
Work permits (BIDA/zone), contracts, handbooks
Scalable operation
Payroll withholding; policy enforcement
Disputes
Arbitration (Dhaka/Dubai/London), New York Conv.
Enforceable outcomes
Draft to enforcement; interim relief pathways
Exits
Trade sale, PE/secondary, IPO
Liquidity and valuation
Drag/tag, valuation rules, escrow/hardening of security
Get Expert, Cross-Border Structuring with TRW
Whether you are establishing a greenfield manufacturing unit in an Economic Zone, building a consumer fintech platform with English-law financing, or delivering an EPC package across the power network, TRW’s Dhaka core with Dubai and London reach gives you the only three-city combination you truly need: local operability, global bankability, and clean enforceability.
London (UK): 330 High Holborn, London WC1V 7QH, United Kingdom
This article is a general playbook. Specific projects, sectors, and counterparties will change the optimal structuring path. Engage TRW early to align your governance, tax/TP, FX, banking, and enforcement architecture before you deploy capital.
An in-depth guide for global investors from Dubai, London and beyond
Executive Overview
Bangladesh has emerged as one of Asia’s most compelling FDI destinations. Sustained GDP growth averaging 6–7% for more than a decade, a strategic location between South and Southeast Asia, a young and competitive workforce, and steady improvements in infrastructure have transformed the country into a natural investment hub for manufacturing, services, and technology.
But capturing the Bangladesh opportunity demands methodical planning: understanding regulatory regimes, designing a tax-efficient structure, and anticipating social, environmental, and governance (ESG) expectations that increasingly shape cross-border deals. For investors from Dubai—with its proximity and strong Islamic finance ecosystem—and London, with its global financial and legal expertise, Bangladesh offers both parallels and unique challenges.
This article provides a step-by-step roadmap, from market assessment to post-investment compliance, highlighting how TRW Law Firm’s cross-border teams in Bangladesh, Dubai and London bridge local knowledge with international best practice.
1. Bangladesh at a Glance: Why FDI is Rising
1.1 Economic Fundamentals
GDP & Growth: Bangladesh has consistently ranked among the fastest-growing economies, with growth rates outpacing many regional peers.
Demographics: Over 165 million people, median age under 28, and a rapidly expanding middle class create both a workforce and consumer base.
Strategic Geography: Gateway to India, China and ASEAN markets; deep-water port development enhances connectivity.
1.2 Government Incentives
100% foreign ownership is permitted in most sectors.
Tax holidays for selected industries (e.g., power, IT, infrastructure).
Special Economic Zones (SEZs) and Hi-Tech Parks offering duty-free imports of raw materials and capital equipment.
Double Taxation Avoidance Agreements (DTAAs) with key investment partners, including the UK and UAE.
2. Core Legal Framework Governing FDI
2.1 Key Statutes
Foreign Private Investment (Promotion and Protection) Act, 1980: Guarantees non-discriminatory treatment and protection against expropriation.
Companies Act, 1994: Governs incorporation and corporate operations.
Bangladesh Investment Development Authority (BIDA) Act, 2016: Establishes BIDA as the primary FDI facilitation agency.
2.2 Sector-Specific Regulations
Certain industries (banking, telecoms, energy, media) have specific caps or licensing requirements. Investors must examine:
Foreign investors typically consider three main structures:
3.1 Wholly Owned Subsidiary
Incorporation of a private limited company under the Companies Act.
Advantages: full control, separate legal entity, ability to repatriate dividends subject to tax compliance.
3.2 Joint Venture (JV)
Partnership with a local entity, either as a separate company or contractual alliance.
Advantages: access to local market knowledge, distribution networks, and smoother regulatory navigation.
3.3 Branch or Liaison Office
Suitable for representative functions, market research or project-specific operations.
Requires Bangladesh Bank approval; limited to the scope approved.
Where financial services or non-banking finance activities are contemplated, investors should also review our insights on NBFI Licensing & Compliance for additional regulatory considerations.
4.5 Sectoral Licenses and Environmental Clearances
Depending on industry: environmental clearance certificate (ECC), factory license, trade license, VAT and TIN registration.
For Red-category industries, a full EIA may be mandatory.
4.6 Post-Incorporation Compliance
Regular filings to RJSC (annual returns, audited financials).
Transfer pricing documentation for cross-border transactions.
Labour law compliance and social safeguards.
5. Structuring for Tax Efficiency
Corporate Tax Rates vary by sector; export-oriented industries often enjoy lower rates.
Tax Holidays: Up to 10 years for selected sectors and regions.
DTAAs with UAE and UK mitigate double taxation on dividends, royalties, and technical service fees.
Withholding Taxes: Ensure proper deduction and timely remittance to avoid penalties.
Investors seeking Sharia-compliant structures—especially those based in Dubai—should explore our specialist insights on Islamic Finance for guidance on Sukuk and other compliant investment vehicles.
6. Repatriation of Profits and Exit Strategies
Profit Repatriation: Under the 1980 Act, full repatriation of capital, profits, and dividends is guaranteed, subject to tax clearance.
Exit Options: Share sale to local or foreign buyers, public listing, or voluntary liquidation.
Bangladesh Bank approval is typically required for share transfers to non-residents.
For investors exploring exit planning or restructuring of their portfolio, see our detailed guide on Restructuring & Insolvency which outlines the legal mechanisms available in Bangladesh.
7. Compliance with ESG and Sustainability Norms
Modern FDI investors are judged not only on profits but also on their Environmental, Social, and Governance (ESG) performance:
Implement robust Environmental Management Plans (aligning with Department of Environment regulations).
Uphold labour standards, gender equality and non-discrimination.
Establish transparent governance structures—board committees, anti-corruption policies, and whistleblowing mechanisms.
Investors from Dubai (where ESG-linked finance is rising) and London (home to mandatory climate disclosures) should build ESG into operations from the outset.
8. Sectoral Highlights & Opportunities
8.1 Textiles and Apparel
Bangladesh is the second-largest garment exporter globally.
Competitive wages and improving compliance with buyer codes create opportunities for joint ventures and greenfield factories.
8.2 Information and Communication Technology (ICT)
Hi-Tech Parks offer tax exemptions up to 10 years, duty-free imports, and access to a young, tech-savvy workforce.
8.3 Renewable Energy
Solar and wind projects are prioritized; net metering policy supports rooftop solar investments.
8.4 Financial Services
FinTech and digital banking are growth sectors; however, Bangladesh Bank licensing is rigorous—see our section on NBFI Licensing & Compliance for a deeper dive.
9. Risk Landscape and Mitigation
9.1 Regulatory and Policy Risk
Sudden policy changes can impact incentives or tariffs.
Mitigation: maintain active engagement with BIDA and industry associations.
Power and logistics improvements are ongoing but uneven.
Mitigation: choose SEZs with guaranteed utilities; consider captive power solutions.
9.3 Currency and Repatriation Risk
Taka exchange rate volatility can affect returns.
Mitigation: hedge exposure through forward contracts; maintain foreign currency accounts.
9.4 Dispute Resolution
Commercial disputes can be resolved through Bangladesh courts or international arbitration (e.g., Singapore International Arbitration Centre or London Court of International Arbitration).
TRW’s arbitration practice spans Bangladesh, Dubai and London, offering cross-border enforcement strategies.
10. Comparing Bangladesh Entry with Dubai and London
Aspect
Bangladesh
Dubai
London
Foreign Ownership
100% in most sectors
100% in free zones
100% allowed
Tax
Sector-based, incentives available
9% corporate tax from 2023
25% corporate tax
ESG Regulation
Emerging, sector-driven
Increasing emphasis in free zones
Advanced, mandatory climate & gender reporting
Regulatory Gatekeeper
BIDA
Free zone authority, DED
Companies House, FCA for regulated sectors
Labour Cost
Low, large workforce
Higher than BD
Higher than BD
Investors familiar with Dubai and London will find Bangladesh less mature in regulatory automation, but its growth potential and cost advantages offset those challenges.
Plan Repatriation – Understand tax clearance and Bangladesh Bank processes.
Set Exit Roadmap – M\&A or public listing strategies; review Restructuring & Insolvency for contingencies.
12. How TRW Law Firm Adds Value
Tahmidur Remura Wahid (TRW) Law Firm is uniquely positioned to advise on FDI in Bangladesh with global insights from its offices in Dhaka, Dubai, and London. Our services include:
Pre-investment advisory: Market study, risk mapping, and optimal entry structure.
Regulatory approvals: BIDA registration, RJSC incorporation, Bangladesh Bank clearances.
Tax and transfer pricing: Structuring for DTAA advantages with UAE and UK.
ESG integration: Designing sustainable governance and environmental compliance frameworks.
Cross-border arbitration and dispute resolution: Enforcement in Bangladesh, the UK, and UAE.
Bangladesh offers significant growth opportunities for investors from Dubai, London and across the globe. But success depends on early strategic planning, robust compliance, and ESG readiness. A carefully structured FDI and entry strategy—from BIDA registration to ESG reporting—protects your investment, facilitates financing, and ensures sustainable returns.
Contact TRW Law Firm
Dhaka: House 410, Road 29, Mohakhali DOHS Dubai: Rolex Building, L-12 Sheikh Zayed Road London: 330 High Holborn, WC1V 7QH, United Kingdom
Visit tahmidurrahman.com to book a consultation or explore more on our corporate and cross-border legal services.
This article provides investors with a detailed and practical blueprint for entering the Bangladesh market. For tailored advice and transaction support, engage TRW Law Firm’s cross-border team.
Debt Recovery & Enforcement in Bangladesh — A TRW Law Firm Guide
Prepared by Tahmidur Remura Wahid (TRW) Law Firm — Bangladesh’s cross-border finance, disputes and enforcement practice with integrated desks in Dhaka, London and Dubai. Written for banks, DFIs/ECAs, funds, NBFIs, fintechs, exporters, contractors, project companies, and sponsors who need fast, defensible recovery outcomes against Bangladesh assets or counterparties — including transactions documented under English or DIFC/ADGM law.
Executive summary
Successful recovery in Bangladesh is rarely about winning a judgment somewhere — it’s about turning legal rights into cash, with minimal value leakage and reputational drag. That requires disciplined choreography across five workstreams that often run in parallel:
Cross-border leverage (foreign judgment/award recognition, DIFC/English overlays, asset freezes where assets or proceeds sit outside Bangladesh).
Insolvency and restructuring options (AMEND/EXTEND with covenants, intercreditor discipline, or formal processes when value is preserved through going concern).
This guide gives you the real-world playbook — what works quickest in Bangladesh, how to keep English/DIFC documents effective on-shore, where AD-bank FX controls will slow remittances (and how to document around them), how to design security so you don’t have to litigate, and, if you do, how we move in Dhaka courts while coordinating London and Dubai strategy.
To explore background topics cited here, you may find these resources helpful:
1) Recovery strategy in Bangladesh: begin with the end in mind
Every mandate starts with a recovery map. Before you send a demand, we define:
What do you want to collect? (cash, collateral, receivables streams, shares, project rights)
Where does value live? (real property, inventory, bank balances, group cash in Dubai, receivables from multinationals, sponsor shares)
What can you control tomorrow? (accounts via account-control agreements, DSRA, lockboxes, physical assets)
What’s the fastest irreversible step? (registering/activating security, filing interim relief, lodging notices against title, serving step-in notices)
We then layer three lanes that move together:
Lane A — Commercial & operational: late-stage negotiation under a standstill; payment plans; escrow; collateral top-ups; consented asset sales; management change or CFO install; audit rights and on-site stock counts.
Lane B — Security and self-help: enforce account control; instruct lockbox banks; appoint receivers/asset managers; sell pledged shares to replace boards; notice obligors in receivables assignments; trigger cash waterfalls; auction or private sale where law allows.
Lane C — Litigation or arbitration: file a money claim and interim injunctions; seek appointment of receiver; restrain dissipation; obtain decree/award; move for execution (attachment and sale). For bank/NBFI lenders, use the specialist forums and fast-track processes available to them; for others, use civil courts or arbitration per the contract.
The mix is case-by-case, but the constant is speed to control, not just speed to paper.
2) Demand, default and evidence: set the record right
2.1 Pre-action demands that work
A demand letter is not theatre. It should:
Cite the exact defaults, contractual clauses, and cure periods.
Attach a reconciliation of the debt (principal, margin, default interest, fees, breakage).
Reserve rights, accelerate (if applicable), and specify where to pay (charged accounts).
If there’s a guarantee, issue a parallel demand with all required notices and copies of evidence.
Trigger events of default that allow enforcement of accounts, receivables and share pledges.
We configure demands to satisfy later procedural prerequisites for court/arbitral relief and to comply with Bangladesh Bank reporting where cross-border remittance is envisaged. See templates and drafting notes in Loan Documentation.
2.2 The evidence spine
Courts and counterparties respond to organized proof. We prepare:
Executed facility/security/guarantee suites and consents.
Ledger extracts and bank statements (with AD-bank confirmations).
Board minutes/authorities, KYC files and service-of-process agents.
For receivables pools: contracts, delivery/acceptance, aging, disputes log.
For construction/EPC: milestone certificates, notices, cure exchanges.
When documents are foreign-law or bilingual, we line up translations aligning with forum rules.
3) Security enforcement: turning liens into liquidity
Security is the quickest path to value when it’s properly perfected and operationally usable. (If you’re still planning your security package, bookmark Secured Lending & Syndication.)
3.1 Immovable property (land/buildings)
Verify title chain, encumbrances and zoning; ensure mortgage/charge was stamped and registered.
Serve statutory notices; obtain valuation; select auction vs. private treaty (whichever the law and documents allow).
Secure possession if required; coordinate with local administration and police where lawful.
Apply proceeds through the contract waterfall; handle shortfall through guarantees and residual claims.
3.2 Movables (plant, equipment, inventory)
Secure sites; appoint custodians/receivers; seal warehouses; update insurance endorsements.
For inventory, reconcile floor stock with ERP; sell through approved channels; avoid bulk-sale discounts that signal distress unless price-tested.
3.3 Receivables and contract rights
Send assignment notices; request acknowledgements; redirect payments to charged accounts.
If the debtor’s customers are large corporates or government bodies, use direct agreements from closing (if you’re reading this at structuring stage, ensure they’re in your CP list next time).
Create dilution reserves; track set-off claims; litigate only the “key dispute” invoices if needed while collecting the rest.
3.4 Bank accounts and cash waterfalls
Activate account control; flip from “operating” to “blocked” status on trigger; sweep balances daily.
For foreign currency debt, align conversion instructions with the AD-bank (benchmarks and spreads set out in your cash-management annex).
3.5 Share pledges and corporate control
Use pledged share transfers (undated instruments held in escrow) or depository control to replace directors and take control of operations.
Once in control, sell the company or its business as a going concern; this often outperforms piecemeal asset sales.
Ensure minority protections are respected to avoid avoidable litigation.
Practice note: We frequently combine bank-account control and share-pledge step-in on Day 1, which de-risks cash leakage while we prepare asset sales.
4) Courts, arbitration and interim relief: what’s fast, what’s realistic
4.1 Choosing your forum
Bangladesh courts handle money suits, recovery actions, and security enforcement. Specialist recovery forums exist for particular lenders; others proceed in civil courts with jurisdiction by value and location of assets.
Arbitration (often English-law with London or DIFC/ADGM seat) is excellent for cross-border contracts. You still need local enforcement for Bangladesh assets — plan that path at term-sheet stage.
Criminal levers (e.g., cheque dishonour) may run in parallel only where facts support them; they are not substitutes for civil recovery.
4.2 Interim measures: speed to control
Interim relief can change the game:
Injunctions against asset dissipation or transfers of key property or shares.
Receivers or court-appointed managers over charged assets or businesses.
Disclosure orders (bank statements, contract ledgers) in support of execution.
We draft affidavits with forensic exhibits (bank logs, ERP exports, location photography) so a judge can act at once.
4.3 Decrees, awards and execution
For court decrees, we move to attachment (bank accounts, debts, movable and immovable property), and, where permissible, garnishee orders against obligors who owe money to the judgment debtor.
For arbitral awards, we proceed to recognition and enforcement in Bangladesh courts. Parallel enforcement may run overseas if assets are there (Dubai/London or other jurisdictions).
Foreign judgments can be sued upon or recognized under applicable principles; in practice, we often file a local action backed by the foreign judgment and seek interim attachments simultaneously.
5) Cross-border overlays: Dhaka × London × Dubai
London (English law & courts). Most cross-border facilities and SPAs use English law. Money judgments and interim relief (including worldwide freezing orders) can be strategically invaluable where defendants hold assets or use banking channels with a UK nexus. London also hosts trustees and agents who can release and re-take security cleanly during workouts.
Dubai (DIFC/ADGM & onshore UAE). The DIFC/ADGM common-law courts offer quick interim relief and are friendly to recognition of foreign awards. Many South Asia sponsors bank in the UAE; we use DIFC/ADGM for orders against UAE-nexus assets, while keeping Bangladesh enforcement moving. For Islamic transactions, Dubai is the natural documentation and scholar hub; security and guarantees are structured to be enforceable both in Dubai and Dhaka. Explore related themes in Islamic Finance.
Tri-hub execution. Our standard approach:
Dhaka: security enforcement, asset sales, local injunctions, AD-bank flows.
Even with a decree, you still need to move money. Plan:
AD-bank evidence: origin of debt, court/award documents, purpose codes, and tax clearance.
Withholding tax (WHT) on interest and certain fees; gross-up clauses protect economics during recovery too.
Stamp/registration: ensure original security was duly stamped/registered so sale proceeds are unassailable.
FX conversion: specify in the facility what benchmark and spread applies at enforcement; otherwise pricing disputes delay remittance.
Coordinate early with Regulatory (Bangladesh Bank) specialists and the account bank so execution day is procedural, not inventive.
7) Restructuring and workouts: when recovery is a going-concern exercise
Sometimes, the fastest recovery is not an execution sale; it’s a binding workout that preserves value. We design:
Short standstills with tight milestones (audited data room, inventory count, customer outreach, sale mandate).
Covenant resets (DSCR, leverage) in exchange for collateral enhancement, equity cures, or cash sweeps.
Intercreditor alignment: senior/mezz/working-capital/hedge parties under a robust framework that prevents holdout dilution.
Programmatic repayments funded from receivables cycles, backed by account control and vendor-dependent cash management.
Pre-pack sales where a going-concern sale can be completed with court supervision to extinguish trailing liabilities.
Our Restructuring & Insolvency group runs in lockstep with disputes counsel so readiness for Plan B enforcement is clear to the borrower — that clarity is often what makes Plan A (a consensual solution) possible.
8) Sector-specific recovery notes
Exporters & manufacturers.
Leverage export receivables: serve assignment notices on multinational buyers; many will pay the security agent if properly notified.
Secure LC/SBLC proceeds; align reimbursement and set-off risks in Trade Finance (LCs) documents.
Power & infrastructure.
Security over land/lease, offtake revenues, and project accounts is standard; the real leverage is direct agreements allowing step-in to the PPA or concession. See Project Finance.
If government counterparties are involved, treat notices and cure periods as sacrosanct; escalation needs to be meticulously documented.
Telco & data.
Licence compliance and data localization undertakings turn into enforcement hooks; IP and enterprise receivables are valuable if notices are in place.
Real estate & industrial parks.
Title hygiene and zoning drive outcomes; escrow of unit sale proceeds can be seized via account control; construction guarantees and performance bonds are cash-like when drafted on demand.
Fintech & NBFIs.
Portfolio recoveries depend on eligibility criteria, backup servicing, and secure API-level data access. If you lack those at entry, recovery becomes litigation-heavy. Bake them into the next deal — see Secured Lending & Syndication.
9) Foreign companies: the caution list
Don’t assume a foreign judgment is a cheque. You’ll still need a local path to attach assets. Start local measures while you pursue London/DIFC action.
Perfection gaps are fatal. If your mortgage isn’t registered, or your company charge missed the window, expect fights on priority. We audit perfection before demand.
Account control must be real. An “account charge” that lets the debtor move funds isn’t control. Test instruction letters pre-default.
Guarantee defenses are avoidable. Use an indemnity alongside a guarantee; draft consent-to-variation; secure board approvals and independent advice where relevant.
Receivables without notices = hostage to commingling. Serve obligors immediately; set up lockbox sweep.
Tax and FX don’t self-solve. Gross-up and increased-cost clauses matter in recovery, too; AD-bank paperwork should be on your CP list.
Arbitration is only as good as enforcement. If you chose London/DIFC seats, excellent — now plan Bangladesh recognition and interim attachments.
Islamic structures need Shariah-sound enforcement mechanics. In Dubai we align Kafala/Ijarah/Murabaha security and recognition for Dhaka courts — see Islamic Finance.
Intercreditor or chaos. If you share collateral with working-capital banks or vendors, insist on umbrella intercreditors. No orphans.
Public optics. Aggressive moves can backfire if employees or regulators are blindsided. We script stakeholder messaging and regulatory notifications.
10) Timeline: a realistic 90-day recovery sprint (illustrative)
Days 1–7 — Stabilize & secure
Serve demands and acceleration; parallel guarantor demands.
Flip account control; issue receivable notices; lock down DSRA and reserves.
Site visits; asset and data preservation; insurance endorsements updated.
If needed, file interim injunctions and/or receiver applications.
Days 8–21 — Choose lanes
Begin security sales (property valuation, auction vs. private treaty; inventory disposal).
If arbitration is contracted: file notice; seek interim measures in the seat (London or DIFC/ADGM) and supportive relief in Bangladesh.
Start without prejudice settlement track under a standstill; obtain collateral top-ups.
Days 22–45 — Execute
Auction/private sale dates; share-pledge transfer and board change.
12) Sample clauses and tactics that move the needle
Consent-to-variation + indemnity (guarantees). Don’t rely on a suretyship alone. Pair the guarantee with a primary indemnity and explicit consent to amendments/waivers so you don’t lose the guarantor if the facility is varied.
Receivable assignments — notice now, not later. Agreements should allow the lender/security agent to notify obligors without borrower consent after default. Pre-draft notices; keep obligor contact lists current.
Account control that actually controls. Account-control agreements must state that, upon a security agent’s notice, the bank will follow only the agent’s instructions. We test this with a dry-run instruction before close.
Direct agreements in projects. Offtakers and landlords must consent to assignment and step-in. Without these, your recovery depends on counterparties who owe your debtor nothing.
Intercreditor clarity. Rankings, standstills, release mechanics, voting thresholds, and turnover provisions prevent value destruction when multiple creditors “rush the door”.
13) FAQs
Is Bangladesh a difficult enforcement jurisdiction? It’s pragmatic when you perfect security, control cash, and use interim relief quickly. Paper-only strategies disappoint; operational control delivers.
We have an English-law arbitration clause with London seat. Is that enough? It’s great for merits and interim measures, but for Bangladesh assets you still need local enforcement. We run parallel lanes from Day 1.
Can we use Dubai courts for leverage? Yes, particularly DIFC/ADGM for interim measures and where UAE bank accounts or assets are involved. We coordinate Dubai action with Dhaka enforcement and AD-bank flows.
Our mortgage wasn’t registered — now what? You may still recover via other security (shares, receivables, accounts) or guarantees; but fix your perfection strategy in the next deal. We audit for gaps at mandate start.
Does cheque dishonour help? It’s one pressure point where facts permit, but it’s not a substitute for civil recovery. Use judiciously and lawfully.
How long will it take? Timelines vary by asset profile and cooperation, but control of cash and shares can be achieved quickly; property sales and decree execution take longer. Our 90-day sprint (above) shows the cadence we aim for.
14) Why TRW for recovery & enforcement (Dhaka • London • Dubai)
Dhaka presence that moves assets. We know the registries, the injunction playbook, and how to physically secure sites, accounts and inventory with lawful speed. We also understand AD-bank choreography and Bangladesh Bank interfaces so remittances don’t stall.
London leverage. We run English-law litigation/arbitration, trusteeship, intercreditor negotiations, and private-credit workouts — and sync them to on-shore actions so you never waste a procedural win.
Dubai proximity.DIFC/ADGM courts, GCC banking channels, and Islamic instruments often sit inside South Asia disputes. Our Dubai team executes interim relief and coordinates UAE asset moves while Dhaka enforcement proceeds.
One cross-practice team. Finance, disputes, restructuring, tax, regulatory, real estate, projects — in one room and one term sheet. Adjacent capabilities:
Case A — Exporter default; receivables first, litigation later A multinational supplier’s Bangladesh distributor missed payments; security included receivables assignment and account control. We notified obligors (global brands), flipped the collection account, and collected 78% of exposure in 45 days without court action; parallel settlement captured the rest via inventory sale and a capped personal guarantee.
Case B — Project step-in beats termination A power SPV tripped covenants; property was mortgaged, but value lay in offtake. We executed a share-pledge transfer, replaced the CFO, stabilized operations, and sold the SPV as a going concern within six months. Litigation was limited to an injunction preventing asset transfers during sale.
Case C — London award + Dhaka attachment + Dubai freeze A cross-border services debtor shifted cash through UAE accounts. We obtained an emergency arbitrator order in London, filed for recognition in Bangladesh, attached local receivables, and sought interim relief in DIFC against the UAE bank account. Cash settled within weeks, at a discount that beat the NPV of protracted litigation.
This publication is a general overview, not legal, tax or accounting advice. Each matter is fact-specific and subject to changing laws, procedures and market practice. For a tailored recovery plan — from standstill and security activation to injunctions, sales and remittance — engage TRW’s disputes and finance teams in Dhaka, London and Dubai.
