Investing in a developing country like Bangladesh is very lucrative for any investor across the globe. It’s economy is growing and becoming stable day-by-day. In addition to the Investment opportunities in Bangladesh, the process of Repatriation of invested capital, profits and investment proceeds is also improving in Bangladesh.  The legal and regulatory framework of this country provides commendable protection for foreign investment and permits the repatriation of capital, returns and eligible proceeds, subject to applicable foreign-exchange, tax, corporate and regulatory requirements. The repatriation framework has become significantly more facilitative recently after the regime change in Bangladesh in 2024. In particular, the policy of the banking Regulatory body of the Country, namely, the Bangladesh Bank’s FEID Circular No. 01 dated 8 March 2026 introduced a master framework governing the transfer of shares and repatriation of sale proceeds of shares held by non-residents in private and public limited companies that are not listed on stock exchanges. The said regulatory Bank also subsequently issued another circular namely FEID Circular No. 02 dated 20 May 2026, further facilitating the repatriation of sale proceeds through Non-Resident Investors’ Taka Accounts (NITAs). In necessary scenario, a foreign investor does not necessarily have to continue its business in Bangladesh indefinitely and wait for the return of his investment or profits. If he wishes to move or end-up, an investor can exit an investment, receive dividends or profits, or recover the residual value of an investment following liquidation in smoother way.

⇒What Can a Foreign Investor Repatriate?

Depending on the nature and structure of the investment, a non-resident investor may generally repatriate the original capital invested in Bangladesh; sale proceeds from shares, eligible capital gains; cash dividends and profits, residual proceeds following liquidation or winding-up, and other eligible benefits connected with the foreign investment undergoing some compliance of applicable foreign-exchange regulations. The  legislations on foreign-investment protection of this country expressly guarantees the transfer of capital and returns from foreign private investment and, upon liquidation of an industrial undertaking, also the proceeds arising from such liquidation can be transferred. The statutory guarantee is, however, subject to the applicable laws and regulations, including provisions concerning exceptional financial and economic circumstances. Although the repatriation of investment and profit is legally protected  but it is not an unrestricted opportunity for transfer of funds outside Bangladesh.

⇒Exit by Selling Shares in an Unlisted Bangladeshi Company

Selling shares in an Unlisted Company is particularly important for foreign shareholders of a private limited company or an unlisted public limited company. The 2026 regulatory reforms have materially simplified the framework by providing greater authority to Authorised Dealer (AD) Banks to process the share transfer and repatriation of eligible sale proceeds, subject to prescribed valuation, documentation and reporting requirements. In this regard, Bangladesh Bank’s current foreign-investment guidance allows three broad categories of transfer of shares of a non-resident shareholders of a company:

A. Non-Resident to Non-Resident Transfer

Where a non-resident shareholder transfers shares to another non-resident investor, prior permission from Bangladesh Bank is generally not required, if some requirements are  complied with. The transfer must comply with the applicable fair-value requirements, and the prescribed reporting and valuation documentation must be completed. The transaction is reported to the Foreign Exchange Investment Department (FEID) through the concerned AD bank within the prescribed period. The current guidelines of Bangladesh Bank specifically states that FEID is to be informed within 14 days of execution of the transfer in relation to relevant non-resident share transfers. This route can be particularly useful where a foreign investor wishes to exit Bangladesh by selling its shares directly to another overseas investor rather than to a Bangladeshi resident.

B. Non-Resident to Resident Transfer

Where the purchaser is a Bangladeshi resident, additional valuation and repatriation requirements may apply. Bangladesh Bank’s current framework recognises circumstances in which the sale proceeds may be repatriated without prior approval, subject to prescribed conditions and transaction thresholds. Depending on the circumstances and value of the transaction, an eligible valuation report may be required, and in other cases prior Bangladesh Bank approval may be necessary.The valuation of an unlisted company’s shares is therefore an important component of the exit process. Depending on the applicable circumstances, valuation may involve approaches such as: Net Asset Value (NAV); market-value considerations; and Discounted Cash Flow (DCF), or another appropriate methodology having regard to the nature and circumstances of the company. Accordingly, a foreign investor should obtain appropriate legal, accounting and valuation advice before signing the share sale documentation, particularly where the transaction is substantial.

⇒Repatriation of Dividends and Profits

A foreign shareholder does not necessarily have to sell its shares in order to transfer investment returns abroad. Bangladesh Bank’s current foreign-investment guidelines provides that cash dividends, net of applicable tax, payable to non-resident shareholders may generally be remitted abroad without prior Bangladesh Bank approval through the authorised banking channel. The practical process ordinarily starts with Audited financial statements and then, declaration of dividend. After  approvals from the Board and deducting applicable Taxes, the documentation for transfer is processed and the AD bank arranged to transfer the profits abroad. It is noteworthy that, the company and its advisers should ensure that the dividend has been lawfully declared and that all applicable tax obligations have been properly addressed before remittance of the dividends. Depending on the circumstances, dividend proceeds may also be credited to an eligible foreign-currency account maintained by the non-resident shareholder in Bangladesh, in accordance with the applicable regulations.

⇒Liquidation or Winding-Up of the Bangladeshi Company

A foreign investor may also decide to exit Bangladesh by closing the company in which it holds the investment. In case of liquidation or winding-up process, the company’s assets must first be applied towards satisfying its lawful liabilities, including creditors’ claims, taxes, statutory dues and liquidation expenses. After completion of the applicable liquidation process, the residuals will stands as the amount payable to the non-resident shareholder. As a regulatory authority, Bangladesh Bank also monitors that the amount payable to a non-resident shareholder after satisfaction of the company’s liabilities and expenses may be repatriated abroad, subject to the applicable FEID process and required documentation. Thus, liquidation does not ordinarily extinguish the foreign investor’s economic entitlement. Rather, the regulatory framework provides a mechanism through which the eligible residual proceeds may ultimately be transferred abroad.

⇒Non-Resident Investors’ Taka Account (NITA)

The Non-Resident Investors’ Taka Account (NITA) is particularly relevant to foreign portfolio investors and other non-resident investors whose transactions are conducted through the prescribed investment-banking framework. The NITA facilitates the holding and movement of taka relating to eligible investment transactions. Sale proceeds and investment income may be credited to the account, from which eligible funds can subsequently be converted and remitted abroad after compliance with applicable tax and foreign-exchange requirements. The regulatory framework was further facilitated by Bangladesh Bank FEID Circular No. 02 dated 20 May 2026, specifically concerning the repatriation of sale proceeds from NITAs. This development is particularly relevant to non-resident investors seeking a more efficient mechanism for receiving and repatriating proceeds from the sale of securities.

⇒The Role of the Authorised Dealer Bank in Repatriation Process

In practice, the Authorised Dealer (AD) bank is central to the repatriation process. Although Bangladesh Bank remains the principal regulator of foreign exchange, the current framework gives AD banks an important role in examining documents, processing eligible transactions, ensuring compliance and making permitted remittances. A foreign investor should therefore involve the relevant AD bank at an early stage of the proposed exit, rather than waiting until the share sale or liquidation has already been completed. The bank will generally ask the following documents:

• the investor’s original investment;
• ownership of the shares;
• the relevant share-transfer transaction;
• valuation, where applicable;
• corporate approvals;
• tax compliance;
• source and legitimacy of the proceeds;
• applicable regulatory filings; and
• the investor’s entitlement to the amount proposed to be remitted.

The precise documentation depends upon the structure and nature of the investment.

⇒Principal Legal and Regulatory Framework

The repatriation of foreign investment in Bangladesh is governed by a combination of legislation, The Bangladesh Bank’s regulations and corporate and tax requirements. The principal framework includes:

1. Foreign Private Investment (Promotion and Protection) Act, 1980: Section 8 of the Act provides statutory protection concerning the transfer of foreign investment capital and returns and, in the event of liquidation, the proceeds of the liquidation of an industrial undertaking having foreign investment.
2. Foreign Exchange Regulation Act, 1947: Foreign-exchange transactions and remittances from Bangladesh are regulated through the foreign-exchange control framework. Consequently, repatriation must be undertaken through the legally authorised banking mechanism and in accordance with Bangladesh Bank’s applicable directions.
3. The Bangladesh Bank Foreign Exchange Guidelines: The Guidelines for Foreign Exchange Transactions (GFET) and Bangladesh Bank’s foreign-investment framework contain the operational rules governing investment, share transfers, dividends, liquidation proceeds and other foreign-exchange transactions.
4. FEID Circular No. 01 — 8 March 2026: This is particularly important for investors holding shares in private and unlisted public limited companies. It provides the current master framework for transfer of shares and repatriation of sale proceeds in favour of non-residents.
5. FEID Circular No. 02 — 20 May 2026: This circular further facilitates the repatriation of sale proceeds from Non-Resident Investors’ Taka Accounts (NITAs).

⇒Other Applicable Laws and Regulators: Depending on the investment and exit structure, the transaction may also involve:

• Companies Act, 1994;
• applicable Income Tax laws and regulations;
• Bangladesh Securities and Exchange Commission (BSEC) requirements;
• Registrar of Joint Stock Companies and Firms (RJSC) requirements;
• applicable BIDA requirements; and
• Bangladesh Bank’s foreign-exchange reporting and documentation requirements.

⇒Practical Exit Route for a Foreign Investor

For a foreign shareholder seeking to exit a Bangladeshi company, the transaction should ideally be planned as a coordinated legal, corporate, tax, valuation and banking exercise. A typical exit structure may be like the following:

Foreign Investor
↓
Share Sale / Exit Decision
↓
Legal Due Diligence
↓
Share Sale Agreement
↓
Fair-Value / Valuation Assessment
↓
RJSC & Corporate Compliance
↓
Tax Compliance
↓
Authorised Dealer Bank
↓
Bangladesh Bank / FEID process, where applicable
↓
Conversion into Foreign Currency
↓
Remittance Abroad

Besides, the precise route will depend on whether the transaction is:

• non-resident to non-resident;
• non-resident to resident;
• a portfolio investment;
• a dividend/profit remittance;
• a liquidation/winding-up distribution; or
• another permitted form of foreign-investment exit.

⇒Legal Planning

Although Bangladesh’s foreign-investment framework provides significant protection for repatriation, the documentation and regulatory route matter greatly. An investor may encounter difficulties if:

• the original foreign investment was not properly documented;
• share ownership records are incomplete;
• the company’s financial statements contain unresolved issues;
• valuation requirements have not been satisfied;
• tax liabilities remain outstanding;
• RJSC records do not accurately reflect ownership;
• the share-transfer documentation is defective;
• the transaction is structured without considering foreign-exchange regulations; or
• the proposed remittance does not correspond with the amount legally payable to the investor.

For this reason, foreign investors should obtain legal and banking advice before implementing an exit transaction. Bangladesh’s foreign-investment regime provides a legal framework for foreign investors to recover and repatriate their investment capital, investment returns and eligible proceeds from the country. The reforms introduced in 2026, particularly FEID Circular No. 01 dated 8 March 2026 and FEID Circular No. 02 dated 20 May 2026, represent important developments in facilitating share transfers and repatriation of investment proceeds. For foreign investors, the key point is that an investment in Bangladesh need not be regarded as a one-way commitment. Subject to the applicable laws, valuation requirements, tax obligations, corporate formalities, foreign-exchange rules and banking procedures, there are established mechanisms for dividend repatriation, share-sale exits and recovery of residual proceeds following liquidation. In this repatriation process, the knowledge on stautory laws and administrative guidelines is very essential and importantly, pre-awareness before stepping into the next steps is very important for which an investor can take help from a coporate lawyer of Bangladesh.

N.B: This article is intended for general informational purposes.