Ordinances vs. Statutes vs. “Law” in Bangladesh — a TRW Law Firm Guide

Breadcrumbs: Home ▸ Insights ▸ Bangladesh Legal System ▸ Ordinances vs Statutes vs Law

Featured Snippet (TL;DR):
In Bangladesh, “law” is the umbrella term that includes the Constitution, Acts of Parliament (statutes), ordinances made by the President when Parliament isn’t in session, and all subordinate legislation (rules, regulations, by-laws, SROs, notifications). Statutes are permanent Acts passed by Parliament through a full legislative process. Ordinances are temporary, emergency-driven instruments issued by the President; they have the force of law on day one but must be placed before Parliament at its next sitting and lapse if not appropriately proceeded with—hence they are exceptional, time-bound tools rather than a routine law-making route. (BD Laws, Cyrilla, resdal.org)

Why this distinction matters to clients

For government affairs, corporate compliance, litigation strategy, contracting, taxation, and investment decisions, you must know whether a rule you’re relying on is an Act (statute), an Ordinance, or subordinate legislation (e.g., an NBR SRO). That determines:

• How stable and durable the norm is,
• Who can change it (Parliament vs. Ministry),
• What procedure applies to change or repeal, and
• How courts will scrutinize it if challenged.

This guide explains each category—using Bangladesh-specific procedures, constitutional anchors, and practical examples—so your teams can take better legal and business decisions with TRW’s support.

The architecture of Bangladeshi law: the hierarchy at a glance

Bangladesh is a constitutional, common-law jurisdiction. At the apex stands the Constitution, which is the supreme law; any other law inconsistent with it is void to the extent of the inconsistency. Under it sit primary legislation (Acts of Parliament) and, in narrow circumstances, Ordinances. Beneath those sit subordinate legislation—rules, regulations, by-laws, Statutory Regulatory Orders (SROs), notifications, circulars—issued under delegated authority from an Act. (BD Laws)

The constitutional definition of “law”

Bangladesh’s Constitution expressly defines “law” to include any Act, Ordinance, order, rule, regulation, by-law, notification or other legal instrument, and even customs or usages having the force of law. In other words, law is the umbrella; statutes and ordinances are species within that genus. (BD Laws)

Statutes (Acts of Parliament): the gold standard of permanence

A statute is an Act of Parliament passed through the ordinary legislative process and assented to by the President. Key features:

1. Full parliamentary process. A Bill is introduced, debated, may go to a Committee, and must pass by a majority. Once passed, it is sent to the President. If the President neither assents nor returns a non-Money Bill within 15 days, assent is deemed given. If he returns it and Parliament passes it again, he must assent within 7 days (or assent is deemed). This makes the Act’s legitimacy and durability particularly robust. (Cyrilla)
2. Durability & predictability. Acts remain in force until repealed or amended by another Act or struck down by the courts for unconstitutionality (e.g., violation of fundamental rights or the basic constitutional framework). (BD Laws)
3. Judicial oversight. Courts can review Acts for constitutional compliance. Landmark decisions (e.g., Anwar Hossain Chowdhury on constitutional supremacy; Italian Marble Works on martial-law-era validations) illustrate the judiciary’s role in safeguarding constitutional boundaries. (Better Justice, Wikipedia)
4. Examples familiar to businesses.

• Income Tax Act, 2023 replaced the long-standing Income Tax Ordinance, 1984, signaling a shift from ordinance-era law to a modern statute.
• VAT/SD is governed by the VAT & SD Act, 2012, with detailed rules underneath. (Wikipedia)

Bottom line: If you want stability in a regulatory environment for long-term investments, statutes are your anchor.

Ordinances: a narrowly-tailored emergency tool

An Ordinance is a temporary law made by the President on the advice of the Government when Parliament is not in session and immediate action is necessary. Ordinances have the same force as an Act upon promulgation, but they are constitutionally bounded and time-sensitive:

1. When can Ordinances be issued? Only when Parliament is not in session and immediate action is necessary. This is a constitutional safety valve, not a substitute for Parliament. (resdal.org)
2. What happens next?

• The Ordinance must be laid before Parliament at its first meeting following promulgation.
• Timing & lapse: Unless earlier repealed, an Ordinance ceases to have effect 30 days after it is laid before Parliament—or earlier if Parliament passes a resolution disapproving it. Many practice notes explain that a corresponding Bill is typically introduced to carry forward the substance. (resdal.org, parliament.gov.bd, The Daily Star Archive)

1. Force of law—but not forever. An Ordinance bites on day one, but it is constitutionally designed to invite quick democratic scrutiny—either transitioning into a Bill (and then an Act) or expiring. (resdal.org)
2. Historical residue in titles. Some laws still carry “Ordinance” in their name because they originated as Ordinances and were later continued or validated in various ways; businesses saw this for decades with the Income Tax Ordinance, 1984 until it was finally replaced in 2023 by a comprehensive Act. The takeaway for boards: don’t judge permanence by the title alone—check the current status. (Wikipedia)

Bottom line: Ordinances are exceptional, urgent, and transitional. They deliver immediate effect but must face Parliament quickly.

Subordinate legislation: rules, regulations, SROs, notifications & by-laws

Below primary legislation sits a dense ecosystem of delegated or subordinate legislation. Parliament often empowers Ministries, statutory bodies, or regulators to flesh out the details of an Act through rules, regulations, by-laws, orders, and SROs. The General Clauses Act, 1897 (applied to Bangladesh) supplies interpretation rules and clarifies the power to make, amend or rescind such instruments. (BD Laws, BD Code)

SROs in practice

If your CFO or tax team talks about “SROs,” they mean Statutory Regulatory Orders—ministerial instruments used frequently (especially by the NBR) to adjust rates, exemptions, or procedural points. They are binding, but they cannot exceed the scope of the parent Act and are more easily changed than Acts. The NBR publishes a steady stream of Income-Tax and VAT SROs—illustrating how granular and dynamic delegated legislation can be. (National Board of Revenue)

Governance note: International reviews have observed that Bangladesh’s heavy use of SROs can create compliance complexity unless documentation and consolidation improve—another reason to maintain a current compliance matrix. (World Bank)

The constitutional guardrails that apply to all “law”

1. Supremacy of the Constitution. Article 7 proclaims the Constitution as the supreme law; any contrary law is void to the extent of inconsistency. (BD Laws)
2. Fundamental rights check. Article 26 invalidates laws (whether Acts, Ordinances, or rules) if they are inconsistent with Part III rights. For rights-sensitive sectors (media, fintech, health), this is a central due-diligence filter. (BD Laws)
3. Judicial review. The Supreme Court polices constitutional boundaries—including striking down constitutional amendments (where appropriate) and ordinary laws that breach rights or structure. (Better Justice)

Comparing the three: practical implications for boards & GCs

1) Policy durability & investment planning

• Acts (Statutes) signal settled policy. They’re harder to change and send stronger signals to investors and lenders.
• Ordinances are stop-gaps—useful for urgent matters but inherently provisional until Parliament acts.
• Subordinate legislation changes most frequently; monitor SROs and rules monthly/quarterly.

2) Litigation risk & challenge pathways

• Acts face constitutionality challenges (e.g., rights or structural violations).
• Ordinances can be challenged for jurisdictional misuse (no real urgency, Parliament effectively available, or failure to comply with lay-before/30-day requirements).
• Rules/SROs are most commonly attacked as ultra vires (beyond the parent Act) or unreasonable.

3) Contract drafting & compliance warranties

• When citing legal bases in contracts, prefer citing Acts (and specific sections) for core obligations; reference rules/SROs for operational details (rates, forms, procedures).
• In government contracts or regulated sectors, include change-in-law clauses that separately address Acts, Ordinances, and SROs to allocate risk appropriately.

4) M\&A and due diligence

• Red-flag ordinances that have not been converted into Acts if they are material to the target’s license or incentives.
• Map SRO dependencies (e.g., tax exemptions) and expiry windows; build covenants requiring the target to notify you of any SRO changes affecting EBITDA or working capital.

Deep dive: how a Bill becomes an Act (and why it’s sturdier)

• Initiation & debate: A Minister or Private Member introduces a Bill. It is debated, possibly referred to a Select Committee.
• Passage: A simple majority suffices (except for constitutional amendments which require a two-thirds majority).
• Assent or return: The President has 15 days to assent or return (non-Money Bills). If not acted upon, assent is deemed at day 15. If returned and repassed, the President must assent within 7 days or assent is deemed. Once assented, it becomes an Act and is generally published in the Official Gazette. (Cyrilla)

Practical insight: Because an Act has traveled this loop of political debate and formalities, it carries higher democratic legitimacy and endurance than an Ordinance.

Deep dive: the life-cycle of an Ordinance

1. Promulgation: The President issues an Ordinance because Parliament isn’t in session and urgent action is needed. It has immediate legal effect.
2. Laying before Parliament: At Parliament’s first meeting after promulgation, the Ordinance must be laid.
3. 30-day clock: Unless earlier repealed or disapproved, the Ordinance ceases to have effect 30 days after it is laid unless taken forward appropriately (e.g., by introducing and advancing a Bill). Disapproval by resolution causes it to cease immediately. (resdal.org, parliament.gov.bd)

Practical insight: Businesses should treat Ordinance-based regimes as provisional, plan contingencies, and track the conversion Bill.

Where do President’s Orders (P.O.), notifications & by-laws fit?

• President’s Orders (1972–1975) formed significant early-independence legislation. Many have since been re-enacted or replaced.
• Notifications & circulars communicate or implement details under enabling Acts/Rules—they are binding to the extent the parent instrument authorizes.
• By-laws are typically local or institutional rules (e.g., municipal, professional bodies) made under an Act or rules.

All of these remain “law” under the constitutional definition—but they are lower in the hierarchy than Acts and must conform to the parent statute and the Constitution. (BD Laws)

A word on courts and the ordinance era

Bangladesh’s courts have repeatedly emphasized constitutional supremacy and parliamentary primacy. The Appellate Division’s judgment in Bangladesh Italian Marble Works Ltd v Government of Bangladesh condemned martial-law-era validations, reinforcing the principle that extra-constitutional law-making cannot displace the Constitution or Parliament. For businesses, this underscores why Acts are the most reliable basis for long-term planning. (Wikipedia)

Boardroom FAQs (Bangladesh context)

Q1. Our license is founded on an “Ordinance”—is that unstable?
Not necessarily. Check whether Parliament has since acted (e.g., passed a validating or replacement Act) and whether the instrument remains on the statute book. Many “Ordinance-titled” laws functioned as long-standing primary legislation until replaced (e.g., Income Tax). Conduct a status check in bdlaws and the latest Gazettes. (Wikipedia)

Q2. Can a Ministry change an Act’s requirements through an SRO?
No. An SRO cannot exceed the scope of its parent Act. If an SRO imposes obligations that the Act doesn’t authorize, courts can strike it down as ultra vires. (BD Laws)

Q3. If Parliament is sitting next week, can the Government still use an Ordinance today?
An Ordinance is reserved for periods when Parliament is not in session and immediate action is necessary. If that condition is absent, the safer (and constitutional) route is to proceed by Bill. (resdal.org)

Q4. What happens the moment an Ordinance lapses?
It ceases to have effect from the specified time (e.g., at the expiry of the 30-day window after being laid), subject to savings for actions already taken where applicable. Businesses should plan handovers to the successor statute or revert to the position under the pre-Ordinance law. (resdal.org)

Q5. Which should we cite in contracts—Act section or SRO?
Cite the Act (section) for core obligations; then reference the specific rule/SRO for rates, forms, or procedures. Add a change-in-law clause that distinguishes Acts, Rules, and SROs.

Compliance playbook: how TRW operationalizes this for you

1) Legal mapping & hierarchy tagging.
Our teams build a normative map for your sector (energy, EPC, banking, ICT, FMCG, logistics, garments), tagging each obligation as Act, Ordinance, Rule, SRO, or notification. This clarifies stability, amendment risk, and who-approves-what.

2) Update cadence & horizon scanning.
Because Acts move slowly while SROs move quickly, we set different monitoring cadences (e.g., weekly SRO scans; quarterly consolidation; annual statute reviews).

3) Contract architecture.
We separate hard law (Acts) from soft-detail layers (rules/SROs) in change-in-law, material adverse change, and compliance clauses—reducing renegotiation risk when rates or procedures shift.

4) Litigation & challenge posture.
If your exposure rests on a volatile SRO or a borderline Ordinance, we assess ultra vires risk and create an evidence and remedy plan (including writ readiness), while in parallel advocating for legislative correction.

5) Investor & lender packs.
For deals, we prepare a “regulatory stability memo” that grades each pillar (Act vs. Ordinance vs. SRO), flags reform pipelines, and outlines advocacy pathways.

Case-oriented illustrations

• Tax planning: Your project relies on a VAT SRO granting a reduced rate. It’s lawful only because the VAT & SD Act authorizes NBR to issue it; if the SRO is rescinded, your landed cost changes overnight. Solution: hedge with pricing triggers and pass-through mechanisms; monitor the SRO docket. (National Board of Revenue)
• Incorporation & investment incentives: A Board incentive once rooted in an Ordinance should be confirmed against current Acts and Gazettes. Where the title still says “Ordinance,” verify present-day force and any consolidating Acts post-2010 reforms. (Wikipedia)
• Local-government interfaces: Municipal by-laws (e.g., signage, trade licenses) are subordinate to Acts. If a by-law imposes a fee without statutory basis, there’s a credible ultra vires challenge.

Quick checklist for executives

• Ask first: Is this an Act, an Ordinance, or an SRO/Rule?
• If an Ordinance: Has it been laid before Parliament? Is there a conversion Bill? What’s the 30-day timeline? (resdal.org)
• If an SRO/Rule: What section of the Act authorizes it? Any expiry or amendment in the last quarter? (BD Laws)
• Rights review: Does any requirement potentially infringe Part III rights (risk of constitutional challenge)? (BD Laws)
• Contracts: Bake in change-in-law protections that distinguish Act vs. SRO vs. Ordinance.

Comparative table — at a glance

(Cyrilla, resdal.org, National Board of Revenue)

Final takeaways for CEOs, GCs, and CFOs

1. Treat Acts as the stable core for strategy and financing.
2. Treat Ordinances as urgent, temporary bridges—useful, but always check the parliamentary follow-through.
3. Treat SROs and Rules as operational dials—essential for day-to-day compliance, but prone to quick change.
4. Always run new requirements through two filters: (i) what’s the source and hierarchy (Act vs. Ordinance vs. SRO)? and (ii) any constitutional friction with fundamental rights or structural provisions? (BD Laws)

How TRW Law Firm can help

As Bangladesh’s leading cross-border, full-service firm, TRW partners with boards, CFOs, and GCs to transform legal complexity into clear action plans:

• Regulatory mapping & horizon scanning tailored to your sector;
• Gazette/SRO monitoring with client-specific alerting;
• Ordinance tracking and conversion Bill advocacy;
• Contractual risk engineering (change-in-law, price-adjustment, MAC);
• Strategic litigation and writ readiness for ultra vires or constitutional challenges;
• Investor packs scoring legal durability for lenders and ratings agencies.

Explore more legal explainers from TRW: TRW Articles

Contact TRW Law Firm

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

Key sources (select)

• Constitutional definition of “law.” “Law” includes Acts, Ordinances, orders, rules, regulations, by-laws, notifications, and customs/usages having the force of law. (BD Laws)
• Legislative assent mechanics. Presidential assent/return timelines and deemed assent under Article 80. (Cyrilla)
• Ordinance power & lapse. Article 93 conditions; 30-day lapse after being laid; parliamentary disapproval. (resdal.org, parliament.gov.bd)
• Constitutional supremacy & rights filter. Articles 7 and 26. (BD Laws)
• SRO practice. NBR SRO repositories (VAT/Income-Tax) illustrating subordinate legislation in action. (National Board of Revenue)
• Judicial landmarks. Anwar Hossain Chowdhury (8th Amendment) and Bangladesh Italian Marble Works (5th Amendment). (Better Justice, Wikipedia)

If you’d like, we can convert this guide into a client-facing PDF handout and a website version with schema-friendly FAQs and an executive checklist for your sector teams.