TRW & Co’s UK branch is based at Holborn Gate, 330 High Holborn, London, WC1V 7QH, England.

This note provides a high‑level, jurisdictional briefing for UK and international clients considering interests in land in Bangladesh. It outlines the legal landscape in broad terms, highlights principal transactional risks, and sets out a practical due diligence checklist and structuring points you should consider before instructing local advisers and completing any acquisition or other dealing.

Overview of the legal landscape

Land rights in Bangladesh are governed by a combination of statutory registration requirements, recorded land‑records and historical documentary evidence. Registration and public record systems are intended to provide notice of ownership and encumbrances, but practical gaps in record completeness, survey accuracy and historical title chains can arise. For cross‑border clients, understanding the difference between registered documentation and equitable or possessory interests is essential when assessing enforceability and remedies.

Key risks for international purchasers and investors

• Title continuity and chain defects: gaps in the documentary chain or competing informal transactions may give rise to disputes.
• Accuracy of cadastral and boundary information: mismatches between physical possession and recorded boundaries can trigger boundary disputes and planning constraints.
• Undeclared encumbrances and third‑party rights: mortgages, statutory charges, tenancy and customary rights may not be immediately apparent from a simple record search.
• Regulatory and land‑use restrictions: zoning, environmental and development controls can affect permitted use and future value.
• Procedural and fraud‑related exposure: risk of forged documents or mis‑identification where identity verification and local process controls are weak.

Practical due diligence checklist

1. Engage reputable local counsel and a licensed surveyor early to review records and inspect title physically.
2. Obtain and review the chain of title documents, looking for gaps, amendments and any unregistered transfers or informal partitions.
3. Commission a current cadastral survey and boundary inspection to reconcile physical possession with recorded plans.
4. Search public records for encumbrances, mortgages, lis pendens and taxation arrears; seek certified copies where possible.
5. Confirm vendor identity and authority to deal; obtain corporate searches for entities and resolution evidence for corporate vendors.
6. Assess local planning, environmental and sectoral regulatory permissions; confirm whether further consents are required for your intended use.
7. Consider contractual protections: conditional completion, escrow structures, warranties, indemnities and completion accounts tailored to local enforceability.
8. Evaluate options for title insurance or escrowed title perfection, and plan for repatriation of funds and tax compliance.

Transaction and structuring considerations

Structuring depends on the risk profile and commercial objectives. Options include asset purchases with targeted indemnities, share acquisitions to preserve titles and permits, or use of long‑term leases where outright title transfer is impractical. Escrow and staged completion mechanisms, retention of purchase price until title defects are cleared, and the use of local security (charges/mortgages where available) are common risk‑mitigation techniques. For cross‑border investors, consider currency controls, tax treaties and AML/KYC requirements that may affect execution and repatriation.

Jurisdiction and sources

• HM Land Registry (England and Wales) — for comparative reference on register‑based title systems.
• Official Government of the People’s Republic of Bangladesh portals for registration and land records (Inspector General of Registration; Land Record and Survey authorities) — consult the current official publications and gazettes for authoritative procedural and statutory material.
• Relevant national legislation and consolidated statutes as published in the official gazette — seek certified texts and up‑to‑date translations where necessary.

Before proceeding with any transaction, instruct qualified local legal and technical advisers to perform bespoke due diligence and to advise on procedural compliance, timing and enforceability.

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