TRW & Co · UK–Bangladesh Corridor
Bangladesh Project Finance Lawyers in London
Bangladesh project finance lawyers in London advise lenders, export credit agencies, sponsors, exporters and importers on trade finance, corporate lending and infrastructure projects between the UK and Bangladesh. With LDC graduation due on 24 November 2026 and lenders reassessing country risk, deals need English law documents that work with Bangladeshi approvals, security and foreign exchange rules.
Key pointThe most common weakness in UK–Bangladesh financings is not the English law loan but the Bangladeshi layer beneath it: missing approvals, unregistered security or undocumented remittances can make repayment in foreign currency difficult. Make those items conditions precedent and keep the records for the life of the deal.
At a glance
UKEF cover available
UKEF lists Bangladesh with a £1 billion to £2 billion market risk appetite, with short-term cover subject to restrictions and medium or long-term cover available.
LDC graduation in 2026
Bangladesh is scheduled to graduate from LDC status on 24 November 2026, with a three-year DCTS transition before moving to Enhanced Preferences.
Approvals before money moves
Foreign loans to Bangladeshi borrowers need approval, and remittances run through authorised dealer banks under Bangladesh Bank's foreign exchange framework.
PPP Act 2015
Bangladeshi public-private partnerships follow the PPP Act 2015 and guidance issued by the Public Private Partnership Authority.
Awards enforceable in Dhaka
Bangladesh joined the New York Convention in 1992, and its Arbitration Act 2001 enforces foreign awards through the courts on limited grounds.
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What Bangladesh project finance lawyers in London do: trade and project finance in the corridor
Bangladesh project finance lawyers in London advise lenders, export credit agencies, sponsors, contractors, exporters and importers on money moving between the UK and Bangladesh. The work covers three overlapping areas: trade finance for goods such as garments, machinery and commodities; corporate and acquisition lending to Bangladeshi groups; and project finance for power, energy, transport, ports, industrial parks and other infrastructure.
Most of these transactions use English law for the finance documents and London for dispute resolution, while the borrower, the project assets and the security sit in Bangladesh under Bangladeshi law. The legal task is to make those two systems fit together: approvals in Dhaka, enforceable security, foreign exchange that can actually be remitted, and a dispute route that ends in recovery rather than a paper judgment.
The timing matters. Bangladesh is scheduled to graduate from Least Developed Country status on 24 November 2026, a new elected government took office in February 2026, and lenders are reassessing country risk, procurement routes and trade preferences. Sponsors and financiers need advice that reflects both the commercial opportunity and the legal detail.
The UK framework: English law, export credit and trade preferences
English law finance documents
Facility agreements for Bangladeshi borrowers are often based on Loan Market Association templates and governed by English law, with London-seated arbitration or English court jurisdiction. Where an English company gives security, the charge must be registered at Companies House within 21 days beginning with the day after it is created, under section 859A of the Companies Act 2006; an unregistered charge is void against a liquidator, administrator and creditors.
Lenders and sponsors also need to manage UK financial crime exposure: the Bribery Act 2010 makes a commercial organisation liable for failing to prevent bribery by associated persons, and the failure to prevent fraud offence in the Economic Crime and Corporate Transparency Act 2023 has applied to large organisations since 1 September 2025.
UK Export Finance
UK Export Finance (UKEF) is the UK's export credit agency. It can support UK exporters and overseas buyers through guarantees, insurance and direct lending linked to UK content. Its country cover policy currently lists Bangladesh with a market risk appetite of £1 billion to £2 billion, cash or short-term cover available with restrictions, and medium or long-term cover available, subject to sustainable lending criteria. For short-term cover above £1 million, UKEF says it would expect payments to be secured by an irrevocable letter of credit or equivalent security. These settings change, so check them at the start of each transaction.
Trade preferences and LDC graduation
Under the UK's Developing Countries Trading Scheme (DCTS), Bangladesh currently sits in the Comprehensive Preferences tier for Least Developed Countries. Government guidance states that when a country graduates from LDC status, its transition period before moving to Enhanced Preferences is three years. For importers of Bangladeshi goods and the banks financing them, that affects tariff costs, rules of origin and the margin that supports trade finance lines. Our article on LDC graduation and UK trade explains the detail.
The Bangladeshi framework: approvals, foreign exchange and PPP
Investment and borrowing approvals
The Bangladesh Investment Development Authority (BIDA), established under the BIDA Act 2016, registers private industrial projects and approves matters including royalty and technical fee remittances. Foreign loans and supplier credits to Bangladeshi borrowers also require approval. Companies are incorporated under the Companies Act 1994 and registered with the Registrar of Joint Stock Companies and Firms (RJSC), where charges over a company's assets must also be registered within a short statutory period.
Foreign exchange and repatriation
Foreign exchange is regulated by Bangladesh Bank under the Foreign Exchange Regulation Act 1947 and its guidelines, and payments are made through authorised dealer banks. Loan repayments, interest, fees, dividends and sale proceeds can only leave Bangladesh if the underlying transaction was properly approved and documented. The Foreign Private Investment (Promotion and Protection) Act 1980 guarantees the right to transfer capital and returns, subject to restrictions in exceptional financial difficulty.
Public-private partnerships
Infrastructure procured through public-private partnership follows the PPP Act 2015, administered by the Public Private Partnership Authority, which also publishes guidelines for unsolicited proposals, a procurement guideline for PPP projects and a policy on government-to-government partnerships. Bankability turns on the concession or offtake agreement: tariff and payment mechanisms, termination payments, foreign exchange convertibility support, change in law protection and the dispute clause.
Treaties and enforcement
Bangladesh has been a party to the New York Convention since 1992 and an ICSID Contracting State since 1980, and the UK and Bangladesh signed a bilateral investment treaty in 1980. Foreign arbitral awards are enforced through the Bangladeshi courts under the Arbitration Act 2001, subject to limited refusal grounds including public policy. Bangladesh also joined the Apostille Convention with effect from 30 March 2025, which simplifies authenticating UK documents.
Financing structures compared
Bangladesh project finance lawyers London lenders use start by matching the structure to the risk: who pays, in which currency, from which cash flows and with what support.
| Structure | Typical use | Key legal points |
|---|---|---|
| Documentary credits and collections | Garment, textile, machinery and commodity trade | ICC rules such as UCP 600; strict compliance of documents; confirmation by a UK bank for issuing bank risk |
| Receivables and supply chain finance | Buyer-led programmes for UK retailers and their Bangladeshi suppliers | Assignment and notice; true sale analysis; sanctions, fraud and duplicate invoice controls |
| Export credit agency-backed loans | Purchase of UK goods and services for Bangladeshi projects | UKEF or other agency cover; UK content rules; environmental and social standards; approvals in Bangladesh |
| Development finance and multilateral loans | Power, renewables, industrial and infrastructure projects | Policy requirements, co-lending and intercreditor terms; preferred creditor status in some cases |
| Limited-recourse project finance | Power plants, terminals, economic zone developments | Offtake or concession strength; security package; direct agreements; sponsor support and completion risk |
| Islamic finance | Murabaha trade lines, ijara and sukuk-style funding | Sharia structuring under English law; asset ownership and tax; Bangladeshi regulatory treatment |
Sector issues that shape the documents
Power and renewables. Independent power projects depend on the creditworthiness of the state offtaker, the tariff formula and how payments are protected against currency movements. Lenders look closely at payment security, termination compensation and whether the government stands behind the offtaker's obligations. Renewable projects add land assembly, grid connection and resource risk, and often attract development finance on concessional terms.
Ports, logistics and economic zones. Terminal concessions and industrial park developments turn on the length of the concession, tariff-setting powers, exclusivity, handback conditions and the authority of the zone or port body to grant them. Bangladesh project finance lawyers in London check that each approving body has the statutory power it claims and that the concession can be assigned by way of security.
Manufacturing and export industries. Garment and textile groups commonly borrow against export receivables and back-to-back letters of credit. Here the risks are documentary fraud, buyer concentration and the impact of LDC graduation on margins. Facility terms should track the real cash cycle, including how long export proceeds take to be repatriated.
An English law loan is only as good as the Bangladeshi approvals, security and foreign exchange route that sit underneath it.
Security, support and enforcement
Security over land, buildings and plant in Bangladesh is governed by Bangladeshi law, typically through registered mortgages under the Transfer of Property Act 1882 and Registration Act 1908, together with charges registered with RJSC. Lenders usually add a pledge of shares in the borrower, assignments of project contracts, insurances and receivables, and offshore accounts where approvals allow. Direct agreements with the offtaker, the concession grantor and the EPC contractor give lenders step-in rights before termination.
For Bangladesh project finance lawyers in London, enforcement planning starts at signing. Where a dispute is likely to end with recovery in Bangladesh, a London-seated arbitration clause is often stronger than English court jurisdiction, because foreign awards benefit from the New York Convention, while English judgments may need to be re-litigated in Bangladesh as a fresh suit unless direct execution is available. Where the counterparty is a state body, check authority, immunity and waivers, because the UK State Immunity Act 1978 provides general immunity subject to exceptions for commercial transactions and written submission. Our Bangladesh arbitration in London team advises on clause drafting and enforcement.
How a UK–Bangladesh financing comes together
- Frame the structure. Agree the sponsor, borrower and lender group, the currency of debt and revenue, and whether export credit, development finance or Islamic finance will form part of the package.
- Run due diligence in both countries. Review corporate status, approvals, land title, project contracts, licences, environmental and social compliance, sanctions and anti-corruption risk.
- Map the approvals. Identify BIDA, Bangladesh Bank, sector regulator and PPP Authority approvals, and any UKEF or lender policy requirements, with a realistic timetable for each.
- Negotiate the finance documents. Settle the facility agreement, intercreditor arrangements, hedging, sponsor support and conditions precedent, usually under English law.
- Put security in place. Take Bangladeshi law mortgages, charges and assignments, register them with RJSC and the sub-registry, and deliver offshore security and direct agreements.
- Satisfy conditions precedent and fund. Collect legal opinions from English and Bangladeshi counsel, approvals, authenticated documents and insurance evidence before first drawdown.
- Monitor and manage. Track covenants, foreign exchange remittances, approvals that need renewal, and any early signs of payment delay or political change.
The critical path is usually the Bangladeshi approvals and the land and security registrations, not the negotiation of the English law documents. Build the timetable around them, allow for document authentication and translation, and agree early which conditions can be satisfied after first drawdown. Where several lenders are involved, appoint one counsel team to run the conditions precedent checklist so that nothing falls between the English and Bangladeshi workstreams.
Documents and evidence to assemble
- Corporate. Constitutional documents, RJSC records, board and shareholder resolutions, and evidence of authority for state counterparties.
- Approvals. BIDA registration, foreign loan approval, Bangladesh Bank permissions, sector licences and environmental clearances.
- Project contracts. Concession, power purchase or offtake agreement, EPC and operation and maintenance contracts, fuel supply and land lease documents.
- Finance documents. Facility, intercreditor, hedging, account and security agreements, direct agreements and any export credit or guarantee documents.
- Title and security. Land title searches, mortgage deeds, registration receipts and insurance policies with lender endorsements.
- Opinions and authentication. English and Bangladeshi legal opinions, apostilled or legalised documents and certified translations where required.
Keep a permanent file of every approval, inward remittance certificate and registration receipt from the first day of the deal. Years later, these papers are what allow loan repayments, dividends or enforcement proceeds to be remitted out of Bangladesh.
Risks and common mistakes
Treating foreign exchange approvals as a formality
A loan that was not properly approved, or whose drawdown was not documented through an authorised dealer bank, may be difficult to repay in foreign currency later. Interest, fees and hedging payments need the same care. Lenders should make the approvals conditions precedent, require evidence of inward remittance, and include undertakings to maintain approvals. Where convertibility risk is material, consider political risk insurance or credit support from a development finance institution, and model what happens if remittances are delayed.
Mismatch between English law documents and Bangladeshi security
Finance documents may be governed by English law, but security over Bangladeshi assets must be created and registered under Bangladeshi law. Inconsistent definitions, events of default or enforcement triggers between the two sets of documents create gaps that a borrower can exploit. Registration with RJSC and the land sub-registry must be completed on time, and stamp duty and registration costs budgeted. Coordinate English and Bangladeshi counsel from the term sheet onwards, not just at signing.
Weak dispute and enforcement clauses
Choosing English court jurisdiction without thinking about enforcement can leave a lender with a judgment that is hard to use in Bangladesh. A London-seated arbitration, with clear institutional rules and a properly drafted clause, generally gives a more reliable enforcement path under the New York Convention. State counterparties need express waivers of immunity and confirmation of authority. Since 1 August 2025, a London seat also means English law governs the arbitration agreement unless the parties expressly choose otherwise.
Ignoring change in law and political risk
Long-term projects outlast governments. Contracts signed under one administration can be reviewed by the next, and tariffs, procurement routes and incentives can change. Bankable project contracts allocate change in law risk, provide compensation or termination payments, and protect lenders through direct agreements. The UK–Bangladesh bilateral investment treaty can offer additional protection for qualifying UK investors, but only if the investment is structured to qualify before a dispute arises.
Overlooking sanctions, fraud and bribery exposure
Trade finance is a frequent target for documentary fraud, duplicate financing and sanctions evasion, and agents and intermediaries create bribery risk. UK lenders and corporates can be liable for failing to prevent bribery and, if they are large organisations, for failing to prevent fraud by associated persons. Proportionate due diligence on counterparties, vessels, goods and agents, clear audit rights and documented procedures are the main defences.
Wider cross-border angle: the Gulf, Singapore, China and the EU
Financing for Bangladesh increasingly combines lenders from several regions, and Bangladesh project finance lawyers in London often sit at the centre of the documentation. Gulf banks and investors provide trade and Islamic finance, Singapore is a hub for commodity trading and regional treasury, and Chinese contractors and lenders are active in Bangladeshi infrastructure. Each brings its own documentation preferences and policy requirements, and intercreditor terms must reconcile them.
EU buyers of Bangladeshi goods face EU due diligence and forced labour rules, and their financing banks will expect supply chains to comply. Where co-lenders sit in different jurisdictions, English law remains a common neutral choice for the finance documents, with London or Singapore arbitration for disputes. Our Islamic finance and Bangladesh supply chain teams cover these related issues.
How TRW & Co helps as Bangladesh project finance lawyers in London
TRW & Co is headquartered in Dhaka and has an SRA-regulated office in London, so we can advise on both ends of a transaction. Our London team works under English law, and our Bangladesh colleagues advise on local approvals, security and enforcement.
Lender and agency mandates
We act for banks, export credit agencies and development lenders on facility, intercreditor and security documents, and coordinate Bangladeshi approvals and opinions with our banking and finance team.
Sponsor and borrower advice
We help Bangladeshi and international sponsors raise debt in London, negotiate terms, prepare approvals and structure the project for bankability.
Project and PPP contracts
We review and negotiate concession, offtake, EPC and operation agreements for bankability, with our project finance team.
Trade finance
We advise on documentary credits, guarantees, receivables and supply chain finance programmes, including fraud, sanctions and dispute issues.
Investment structuring
We structure UK investment into Bangladesh to protect returns, repatriation and treaty rights, alongside our investing in Bangladesh team.
Disputes and enforcement
We draft dispute clauses, run London arbitration and court proceedings, and enforce awards and judgments in Bangladesh through our Dhaka office.
Bangladesh project finance lawyers London clients instruct should be able to see the whole deal from both sides. Read our guide to repatriating profits from Bangladesh, or browse all of our practices.
Checklist for decision-makers
- Which approvals are needed in Bangladesh, from whom, and how long will they take?
- Can debt service, fees and hedging payments be remitted in foreign currency, and is that documented?
- Is UKEF, development finance or political risk cover available and worthwhile?
- Does the Bangladeshi security package match the English law finance documents, and will it be registered on time?
- Are the project contracts bankable on payment, termination, change in law and dispute resolution?
- Will a judgment or award be enforceable where the assets are, and has immunity been waived by any state party?
- How will LDC graduation and the DCTS transition affect the trade flows behind the financing?
- Are bribery, fraud and sanctions procedures proportionate and documented?
Bangladesh project finance lawyers in London can help you answer these questions before credit approval. To discuss a transaction, contact our London office.
Frequently asked questions
01Can a Bangladeshi company borrow under an English law facility agreement?
Yes. Many Bangladeshi borrowers sign English law facility agreements, often based on Loan Market Association templates, with London arbitration or English court jurisdiction. The loan must still be approved in Bangladesh, drawn and repaid through authorised dealer banks, and supported by security created under Bangladeshi law. Lenders usually make the Bangladeshi approvals, security registrations and legal opinions conditions precedent to drawdown.
02Does UK Export Finance support projects in Bangladesh?
UKEF's country cover policy currently lists Bangladesh with a market risk appetite of £1 billion to £2 billion, cash or short-term cover available with restrictions and medium or long-term cover available, subject to sustainable lending criteria. For short-term cover above £1 million, UKEF expects payment to be secured by an irrevocable letter of credit or equivalent. Support is linked to UK exports, so UK content and UKEF's environmental and social standards matter. Check the current policy before structuring.
03How does LDC graduation affect UK–Bangladesh trade finance?
Bangladesh is scheduled to graduate from Least Developed Country status on 24 November 2026. Under the UK's Developing Countries Trading Scheme, a country graduating from LDC status has a three-year transition before moving from Comprehensive Preferences to Enhanced Preferences. Changes to tariffs and rules of origin can affect importers' margins and the trade finance lines that depend on them, so banks and buyers should model post-transition costs now.
04Is arbitration better than English court jurisdiction for Bangladesh deals?
Often, where recovery will depend on Bangladeshi assets. Bangladesh is a New York Convention state and enforces foreign awards under its Arbitration Act 2001 on limited grounds. An English judgment may need to be sued on as a fresh claim in Bangladesh unless direct execution is available. Many lenders still prefer English courts where assets are outside Bangladesh, so the choice should follow the likely location of assets.
05What security can lenders take over Bangladeshi project assets?
Typical packages include registered mortgages over land and buildings, charges over plant and receivables registered with RJSC, pledges of shares in the project company, assignments of project contracts and insurances, and account security where approvals permit. Direct agreements with the offtaker, concession grantor and contractors give lenders step-in rights. Security must be created and registered under Bangladeshi law, with stamp duty and registration costs budgeted.
06Can loan repayments be remitted out of Bangladesh freely?
Remittances are possible but depend on proper approval and documentation. Foreign exchange is regulated by Bangladesh Bank under the Foreign Exchange Regulation Act 1947 and its guidelines, and payments pass through authorised dealer banks. The Foreign Private Investment (Promotion and Protection) Act 1980 protects the transfer of capital and returns, subject to restrictions in exceptional financial difficulty. Keep every approval and remittance record for the life of the loan.
07Do investment treaties protect UK lenders and investors in Bangladesh?
The UK and Bangladesh signed a bilateral investment treaty in 1980, and Bangladesh has been an ICSID Contracting State since 1980. Qualifying UK investors may be able to bring claims for expropriation or unfair treatment by the state. Whether a loan or other interest qualifies depends on the treaty definitions and the structure, so assess treaty protection when the investment is made, not after a dispute arises.
Sources and official materials
- UKEF country cover policy and indicators — UKEF market risk appetite and cover for Bangladesh
- Preference tiers under the Developing Countries Trading Scheme — DCTS tiers and LDC graduation transition
- Public Private Partnership Authority, Bangladesh — PPP Act 2015, guidelines and project pipeline
- Bangladesh Bank — Central bank and foreign exchange regulator
- BIDA mandate and activities — Investment registration and approvals in Bangladesh
- Companies Act 2006, section 859A — Registration of charges by UK companies
- New York Convention — Recognition and enforcement of foreign arbitral awards
General information only, current as at 21 October 2026. It is not legal advice and does not create a solicitor–client relationship. It reflects the law of England and Wales unless stated otherwise; Scotland and Northern Ireland have separate legal systems, and the law changes frequently. Check current official sources and take advice on the facts of your matter.