This note, prepared by TRW & Co from our London office at Holborn Gate, 330 High Holborn, London, WC1V 7QH, sets out high‑level issues international sponsors, lenders and advisers commonly consider when sourcing PPP opportunities in Bangladesh. It is intended as a commercial and legal orientation for parties planning to bid, invest or advise on infrastructure and public service projects.

Market and procurement routes: how projects typically arise

PPP projects in Bangladesh commonly arise through three principal channels: solicited public tenders, unsolicited private proposals that may be regularised by the authority, and bilateral Government‑to‑Government (G2G) arrangements. Each route has different procedural and approval matrices. Solicited projects proceed through advertised procurement governed by public procurement rules; unsolicited proposals require early engagement with procuring agencies and relevant ministries; and G2G projects typically involve additional intergovernmental negotiation and endorsement by central financial authorities.

Key legal and commercial considerations

Critical considerations for sponsors and financiers include securing the required approvals (governmental and sectoral), understanding permitted procurement modalities, and identifying land, permitting and utility‑supply constraints. Currency convertibility and payment security (including the availability and form of government guarantees or payment undertakings) are central to bankability. Sponsors should also assess force majeure and change‑in‑law risk allocation, termination compensation, and dispute resolution mechanisms — including enforceability of awards and judgments. Early identification of local content rules, labour and environmental obligations, and any sector‑specific licensing is essential.

Practical sourcing and bidding checklist

• Market screening: confirm project sponsor/authority, project status and procurement route.
• Preliminary legal review: applicable procurement rules, concession framework and land/lease regime.
• Stakeholder mapping: key ministries, approving authorities and local counterparties.
• Due diligence: title, permits, off‑take/payment arrangements and environmental/social requirements.
• Financeability assessment: currency, security package, sovereign or sub‑sovereign support and insurance.
• Bid preparation: compliance with tender requirements, bid bonds, JV/consortium arrangements and technical/financial proposals.
• Contract negotiation strategy: risk allocation, performance security, step‑in rights and termination/compensation clauses.
• Dispute resolution planning: choice of law, arbitration seat, enforcement routes and interim relief options.
• Implementation readiness: mobilisation, local hiring, community engagement and compliance monitoring.

Practical tips for international participants

Engage local counsel and technical advisers early; build relationships with procuring agencies and multilateral financiers where relevant; and allow time for approvals, public consultations and potential renegotiation. Consider structuring to accommodate local equity participation or subcontracting requirements and ensure contractual mechanisms for foreign exchange and political risk protection, where available.

Jurisdiction and sources

Key official sources to consult when assessing PPP opportunities in Bangladesh include:

• Government of the People’s Republic of Bangladesh (official portals and the Bangladesh Gazette).
• Economic Relations Division (Ministry of Finance) and sectoral ministries responsible for concessions.
• Public procurement rules and the relevant procurement authority administering tender processes.
• Bangladesh Investment Development Authority and Bangladesh Bank for investment and foreign exchange guidance.

Where a project contemplates international financing or dispute resolution, also review multilateral lenders’ procurement and safeguard policies and conventions affecting enforcement of awards (for example, the New York Convention as applied in relevant jurisdictions).

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