Best Project Finance Lawyers in Chittagong

1. About Project Finance Law in Chittagong, Bangladesh

Project finance in Chittagong revolves around raising capital for large infrastructure, energy, and port related projects using a dedicated Special Purpose Vehicle (SPV). Lenders typically look to the project’s cash flow and assets for repayment rather than the overall balance sheet of sponsors. The legal framework combines corporate law, banking regulation, contract law, and sector specific rules to structure finance arrangements.

Chittagong, as a major industrial and logistics hub, attracts domestic and international financiers for port expansions, power plants, and industrial parks. Practical concerns include SPV formation, construction contracts (EPC and O&M), and robust security packages. Local counsel helps align project documents with national laws while addressing port, land, and environmental approvals unique to the region.

Key features you should expect in Chittagong projects include careful selection of the SPV route, negotiation of multi party agreements, and compliance with Bangladesh Bank policies for foreign exchange and cross border funding. A focused legal strategy helps secure timely approvals and protect lenders, sponsors, and project employees. The guidance of a solicitor or advocate with regional experience is essential for smooth execution.

Source: Public-Private Partnership Act, 2015 - Official guidance and framework for PPP projects in Bangladesh, including project development and contract management. https://ppp.gov.bd/

Source: The Companies Act, 1994 - Legal foundation for company formation, SPV structuring, and corporate governance in Bangladesh. https://bdlaws.ministryoflaw.gov.bd/

2. Why You May Need a Lawyer

• Scenario: You want to form an SPV for a Sitakunda power project. A local advocate helps set up the SPV under the Companies Act, drafts a shareholder agreement, and ensures the SPV can legally borrow and enter long term PPAs. This avoids later disputes over control and ownership.
• Scenario: You are negotiating EPC and O&M agreements for a Chittagong port expansion. An attorney drafts and negotiates risk allocation, performance guarantees, and step in rights for lenders. This protects both the project and finance providers if construction delays occur.
• Scenario: You pursue a PPP procurement for a toll road or water treatment facility. Legal counsel guides you through the PPP Act framework, bid preparation, and contract award processes. Counsel coordinates with the PPP Authority to meet submissions and compliance needs.
• Scenario: You are coordinating a multi lender syndicated loan for an industrial park near Mirsarai. A lawyer drafts and consolidates the security package, cross collateral, and inter creditor arrangements. They also handle enforceability under Bangladeshi law if a default happens.
• Scenario: You need land and lease documentation for port or industrial site acquisition. A solicitor conducts title due diligence, clearance from land registries, and related government approvals. This reduces the risk of title disputes affecting financing.
• Scenario: You are funding cross border finance and currency risk issues. An advocate advises on foreign exchange controls, repatriation of profits, and Bangladesh Bank compliance for cross border transactions. This helps avoid delays and regulatory fines.

3. Local Laws Overview

Bangladesh regulates project finance through a mix of corporate, banking, and procurement laws. The following 2-3 statutes are particularly important for projects in Chittagong and similar urban centers.

• Public-Private Partnership Act, 2015. Establishes the legal framework for government and private sector collaboration on infrastructure projects. It sets governance, bidding, and contract management norms and is supported by the Public-Private Partnership Authority.
• The Companies Act, 1994. Governs SPV formation, corporate governance, shareholding, and reporting for project financing structures. SPVs in Chittagong commonly register under this act with the Registrar of Joint Stock Companies and Firms (RJSC).
• Bank Company Act, 1991. Regulates banks and their lending activities, including licensing and supervision by the central bank. It shapes how lenders document loan facilities and collateral for project finance.

Recent changes and considerations include enhanced PPP implementation guidelines and ongoing updates to corporate governance and cross border financing policies. For up to date legal texts, you can consult the official portals listed below.

Source: Public-Private Partnership Act, 2015 and related authorities guide PPP project processes. https://ppp.gov.bd/

Source: The Companies Act, 1994 - Official legal text and amendments. https://bdlaws.ministryoflaw.gov.bd/

Source: Bank Company Act, 1991 - Central reference for banking and lending rules in Bangladesh. https://bdlaws.ministryoflaw.gov.bd/

4. Frequently Asked Questions

What is project finance in Bangladesh and how does it work?

Project finance relies on the cash flow of a specific project to repay debt. It uses an SPV to isolate project risk from sponsors and typically involves long term loans, construction contracts, and security arrangements. Legal counsel helps structure and document the deal to protect lenders and sponsors.

How do I form an SPV in Chittagong for a port project?

Start with SPV incorporation under the Companies Act, 1994 and register with RJSC. Then draft a shareholder agreement, governance framework, and debt financing documents. Local lawyers coordinate with lenders to ensure binding, enforceable agreements.

What documents are needed for a syndicated loan in Bangladesh?

You will need term sheets, project documents (EP C, O&M), security deeds, intercreditor agreements, corporate records, environmental clearances, and land or lease documents. Lenders usually require a detailed due diligence package.

How long does due diligence typically take for a project finance deal?

Due diligence often runs 4-8 weeks depending on project complexity and document availability. A focused early review can shorten timelines by 2-3 weeks with prepared data rooms.

Do I need to hire a lawyer in Chittagong for PPP bidding?

Yes. A local advocate familiar with PPP rules ensures bid compliance, contract compatibility, and risk allocation. They help prepare bid documents and liaise with the PPP Authority.

What is the role of the Public-Private Partnership Authority in Bangladesh?

The PPP Authority oversees project development, procurement, and contract management for PPP projects. It coordinates between government bodies and private sponsors throughout the lifecycle of a project.

How much does a project finance lawyer typically cost in Chittagong?

Fees vary by firm and project complexity. Expect a mix of hourly rates for preliminary work and fixed fees for specific transactions such as SPV formation or loan documentation.

What is the common security package lenders require in Bangladesh?

Common elements include mortgage or hypothecation over SPV assets, assignment of project contracts, corporate guarantees, and intercreditor agreements between lenders. Documentation aligns with local law and regulator expectations.

Should I use a local SPV registered in RJSC for a project near Chittagong?

Using a local SPV improves enforceability of security and simplifies compliance with Bangladeshi corporate rules. It also helps with local tax and regulatory reporting requirements.

Can foreign lenders participate in project finance in Bangladesh?

Yes, with compliance to foreign exchange regulations and approval processes administered by Bangladesh Bank. Structuring typically includes currency risk management and repatriation planning.

Is there a difference between an advocate and a solicitor for project finance in Bangladesh?

Bangladesh commonly uses the term advocate for lawyers practicing in courts, with solicitors handling advisory and contract work. In practice, many lawyers perform both roles in project finance matters.

When should I start engaging a lawyer in a project in Chittagong?

Engage a lawyer at the earliest planning stage, before signing term sheets or submitting bids. Early involvement helps align project documents with regulatory requirements and lender expectations.

5. Additional Resources

• Public-Private Partnership Authority - Central body coordinating PPP projects, with rules, guidelines, and project bid processes. Official site: ppp.gov.bd.
• Registrar of Joint Stock Companies and Firms (RJSC) - Government authority responsible for SPV registration, company records, and corporate compliance. Official site: rjsc.gov.bd.
• Bangladesh Bank - Central bank overseeing financial stability, foreign exchange controls, and banking regulation affecting project finance. Official site: bangladeshbank.org.bd.

6. Next Steps

1. Define project scope and financing strategy with sponsors and stakeholders. Create a high level timeline and budget for legal work.
2. Identify a project finance lawyer or firm in Chittagong with track record in SPV structuring and PPP matters. Schedule an initial consultation within 1-2 weeks.
3. Prepare and gather preliminary documents for SPV formation, including sponsor details, land/lease documents, and draft term sheets. Allocate 2-3 weeks for collection.
4. Register the SPV with RJSC and draft the initial shareholders agreement, corporate governance provisions, and memorandum of association. Expect 3-6 weeks for registration and drafting.
5. Develop the project documentation package (EPC, O&M, PPA or other offtake agreements) and initiate lender discussions. This usually runs 4-8 weeks in parallel with due diligence.
6. Negotiate and finalize financing terms, security documents, intercreditor agreements, and lender consents. Close dates depend on due diligence and regulatory approvals, typically 6-12 weeks after term sheet finalization.
7. Obtain all regulatory and environmental clearances relevant to Chittagong port, energy, or infrastructure projects, coordinating with the PPP Authority where applicable. Plan for 4-12 weeks depending on the project type.