Beyond Institutional Merger: Why The Invest Bangladesh Act 2026 May Not Be Enough

The Jatiyo Sangshad (Parliament) has recently passed the Invest Bangladesh Act (Act) to consolidate investment administration in Bangladesh. The Act aims to create a single institutional ‘front-door’ and streamline investment administration by merging the Bangladesh Investment Development Authority (BIDA), the Bangladesh Economic Zone Authority (BEZA), the Bangladesh High-Tech Park Authority (BHTPA), and the Public Private Partnership Authority (PPPA) into a single institution, namely the Invest Bangladesh Authority (IBA). The newly established IBA hence deserves recognition as an ambitious project of institutional consolidation. However, I argue that despite sweeping administrative integration, the Act falls short of becoming Bangladesh’s comprehensive investment code due to three principal factors: absence of substantive investment-related provisions, an incoherent and intransigent confidentiality provision, and significant issues left for delegated legislation. 

What the Act got right 

Investment administration has long been in disarray in Bangladesh due to overlapping institutions. A fragmented legal framework categorized investment institutions into promotional, zonal, PPP, licensing, and utility bodies. So, the Act consolidates all institutions under an umbrella authority to simplify the investment process and consequently enhance investors' confidence. It will also reduce duplication, repeated documentation, and bureaucratic red tape. The government clarified that the legislation does not create an entirely new system; it only combines overlapping institutions. 

Another positive feature is the inclusion of land administration. FICCI has listed nine categories of investment obstacles, including infrastructure. Projects require land, power, transport, environmental clearance, and finance. Given the country’s archaic land administration, even the newly consolidated agency cannot attract investment merely by marketing Bangladesh. However, a critical point is that land acquisition under the Act is governed by the Acquisition and Requisition of Immovable Property Act (2017). This risks exposing foreign investors to the same institutional inefficiencies and delays that have affected domestic landowners and taxpayers. The Act will create a single digital platform for prompt regulatory performance. Such institutional integration will assist investors with application submission, tracking, and other online services. 

Why the Act might not be enough

No consolidation of investment definition

The Act is silent about the definitions of key terms such as ‘investment’ or ‘investor’. It matters, since the IBA’s mandate is to attract ‘investment’ through ‘investors.’ Without any legal definition, the IBA will fall into legal limbo.  Does investment include acquisition and new enterprises? What treatment will be afforded to portfolio securities? How will IP be protected within an undefined investment regime? The IBA cannot sell the newly created investment regime without substantive input on these key terms. 

It is not that Bangladeshi law does not define investment at all. The Investment Corporation of Bangladesh Ordinance 1976 defined investment in equity, debentures and other securities. Section 2 of the Foreign Private Investment (Promotion and Protection) Act 1980 separately defines ‘foreign private investment’ as investment of foreign capital by a non-citizen or company. ‘Foreign capital’ includes foreign exchange, imported machinery and other forms approved by the Government.  But these purpose-specific definitions neither cover all types of investment nor provide any clarification in the Act regarding the effect or application of the above-mentioned Acts. 

BITs are not a panacea 

The 35 BITs[A1]  that Bangladesh is a party to, which define ‘investment’ or ‘investor’, apply only to qualifying investors from the relevant treaty partner. So, my criticism is not that Bangladeshi instruments lack any investment definition. It is that Bangladesh lacks a unified statutory definition of ‘investment’ or ‘investor’ which links promotion, protection and investor responsibility for both domestic and foreign investment. An agency statute need not contain the entire investment regime, but it must establish a coherent network of laws. This is where the Act is not enough. 

Lessons from other jurisdictions

Canada provides perhaps the closest lesson. The Invest in Canada Act establishes a promotion and facilitation agency and, like Bangladesh’s 2026 Act, it does not attempt to contain the entire substantive investment regime. But Canada has a separate Investment Canada Act governing acquisitions, significant investments, and national security review. Bangladesh could similarly pair the Act with a modern consolidated investment code. The country needs to complement the 2026 Act with a separate, consolidated investment code governing major investments, acquisitions, investor protections, screening mechanisms, and national security review. This would allow the consolidated agency to focus on promotion and services, while ensuring that substantive investment rules remain clear and institutionally distinct.

Lack of transparency guised as confidentiality

The Act’s sole confidentiality provision can’t escape criticism. Section 40 has established confidentiality as the default rule for pre-qualification of private partners, tender proceedings, and negotiations. And disclosure is only permitted under the RTI Act. But this mandate contradicts the government’s latest policy under the Public Procurement (Amendment) Act, 2026 and the Public Procurement Rules, 2025. They made e-GP mandatory for public procurement, and subsequently offline tendering ceased on 1 July 2026. The amended regime also requires publication of procurement plans and tender information to enhance transparency.

Section 40 therefore creates a potentially anomalous zone of secrecy around investor and private-partner selection. Although certain commercial information requires protection, covering the entire tender, negotiation and approval process as legally confidential is unsustainable, considering transparency and accountability issues. It restricts scrutiny over investors’ selection, evaluation and grant of public projects. The concern is particularly acute because the wider procurement regime is moving in the opposite direction, toward digital traceability and disclosure.

One body, many souls

A rule operationalizes an Act and directs the modalities of its implementation. If an Act is the body, the rule made under the Act is its soul. My last criticism of this Act is that too much of the substantive and operational content is left to delegated legislation. And until a new Rule is made, rules made under the now-repealed fragmented Acts will continue to remain in operation. Basically, we have transitioned from many bodies, many souls to one body, many souls. 

The combined effect gives the executive considerable scope to determine how the statutory scheme will actually play out. There is also the risk of overlapping rules. For example, the Bangladesh Economic Zones (Procedure of Appointment of Developer) Rules, 2016 state that for a single-stage tender process the IBA directly issues an RFP (Request for Proposal). Whereas the Procurement Guidelines for PPP Projects, 2018 state that a single-stage process consists only of an IFB (Invitation for Bid); RFP is used in a two-stage process. So, if there is a PPP economic zone project, one Rule will prescribe issuing an RFP, while the other will prescribe an IFB. More fundamentally, if delegated legislation is used to decide matters of major policy, it may be criticized as transferring effective law-making power to the executive. 

The Invest Bangladesh Act should neither be celebrated as a complete solution nor dismissed as only institutional restructuring. It offers potentially transformative improvements: a single administrative gateway, coordinated services, integrated zones, digital processing and stronger institutional coordination. Those are real achievements.

Yet the Act does not establish general standards on national treatment, non-discrimination, direct or indirect expropriation, compensation, or transfer of capital. Nor does it establish an independent grievance redress mechanism for investors. The Act does not repeal the 1980 Act, but it fails to explain clearly how the two regimes interact. Bangladesh will therefore have a modern apex administrative authority (IBA) operating beside a 46-year-old protection statute. 

Abdul Awal is an Intern in the Attorney General’s Office for Bangladesh, and holds an LLM and LLB from the University of Dhaka.