Prepared by the London office (Holborn Gate, 330 High Holborn, London, WC1V 7QH). This note offers high-level, practical considerations for international promoters, lenders and contractors contemplating construction and infrastructure activity in Bangladesh. It is not a substitute for local legal, tax or regulatory advice in Bangladesh; it focuses on matters that are typically relevant to cross-border investors from an England and Wales perspective.

Pre‑entry due diligence and project structuring

Before committing to a project, undertake layered due diligence: political and country risk, title and land use, local permitting and environmental constraints, counterparties’ credit, public procurement rules and any sovereign or agency involvement. Consider whether the project is best pursued via a local joint venture, special purpose vehicle, branch or through contract work only. Early clarification of foreign investment rules, repatriation of profits and foreign exchange controls is critical for financing and exit planning.

Contracts, procurement and risk allocation

Use internationally recognised forms (for example, FIDIC variants) only after verifying their compatibility with local mandatory rules and procurement regimes. For government or public‑private partnership (PPP) work, expect specific procurement procedures, bid securities, performance guarantees and change‑order mechanisms. Key contract points to negotiate include payment currency and mechanism, variation, force majeure, delay/liquidated damages, latent defects, suspension/termination rights and clear allocation of ground and permitting risks.

Finance, security and tax considerations

Project finance structures commonly combine local and international lenders, multilateral agency support and export credit. Issues to address early include enforceability of security over land and project assets, perfection steps, cross‑border assignment restrictions, withholding taxes, VAT and customs duties on imported plant and equipment. Lenders will also require clarity on bankruptcy and insolvency regimes and the ability to enforce remedies against local borrowers or guarantors.

Compliance, workforce and environmental matters

Comply with local labour and health & safety laws, immigration requirements for expatriate staff, and environmental permitting and impact assessment obligations. Anti‑corruption and anti‑money‑laundering controls are essential — adopt robust compliance policies and contractor management procedures. Where multilateral finance is involved, expect additional safeguards and reporting obligations.

Practical checklist for initial phases

1. Confirm project scope, sponsor and procurement route (PPP, EPC, design‑build, works contract).
2. Commission political, commercial and title due diligence; engage local counsel early.
3. Identify mandatory permits, environmental approvals and land clearance steps.
4. Decide contract form and currency; agree dispute resolution framework and governing law.
5. Assess financing options, security regimes and tax implications; discuss with potential lenders.
6. Implement anti‑bribery, H&S and workforce policies; plan for expatriate staffing and local training.

Dispute resolution and enforcement

Consider arbitration with a neutral seat (often London, Singapore or another commercial centre) to mitigate local litigation risks, but assess enforceability in Bangladesh and the full set of practical remedies. Include interim relief provisions, security for costs and clear contractual steps for dispute escalation. If relying on English law contracts, ensure local recognition of foreign judgments or arbitral awards where enforcement may be required.

Jurisdiction and sources

Primary official sources for pre‑transaction checks include:

• GOV.UK (advice for UK companies operating abroad)
• Foreign, Commonwealth & Development Office
• Bangladesh Investment Development Authority (BIDA)
• Bangladesh Bank
• National Board of Revenue (Bangladesh)
• Asian Development Bank and Asian Infrastructure Investment Bank (project finance and safeguards)

Engage qualified local advisers and technical consultants for jurisdiction‑specific regulatory, land and environmental work before entering binding commitments.

General information only; not legal advice and not a substitute for advice on a particular matter.