Commercial Transactions & International Trade

Rahman’s Chambers, as one of the Leading Law Firms, are advising clients on several international trade and local commercial matters for nearly a decade. We are a full-service law firm for all trade-related matters. The firm provides all sorts of support to the business community over several commercial issues including international trade, supply of commodities, industry-specific transactions, agency, franchise, etc. The Chambers and Partners 2024 Asia Pacific Guide ranked us as under the spotlight for Shipping for consecutive eight years which covers commercial and international trade works. Chambers and Partners 2019 commented:  “Offers further capabilities in international trade and commercial litigation”. Its 2024 editorial further states the Team “to be very supportive. When we have time constraints they work very hard and provide opinions within time.”

Rahman’s Chambers has strong contentious capabilities and has handled a number of insurance, fraud and international trade disputes.

-Legal 500, 2018

Rahman’s Chambers is a recommended firm for general business law

-Asialaw 2021

Chambers has been ranked for “Corporate and Finance” for six consecutive years.

– Chambers & Partners, 2021 – 2024

“Another interviewee reports: “I have a high-level opinion of them, with one of their strengths being a commitment to delivering on time.”

– Chambers & Partners, 2020

Rahman’s Chambers has been ranked for Shipping”. Offers further capabilities in international trade and commercial litigation”

– Chambers & Partners, 2019

“Their response times are excellent and they make you feel generally very well informed.”

– Chambers & Partners, 2018

We have provided assistance in the following matters:


Promissory Note

  • We have advised our client, Morgan Tecnica SpA, on the legality and enforceability of an international trade deal backed by promissory notes.

Supply Chain 

  • Our COVID-19 special practice group on Supply Chain advised a number of MNCs, local groups of companies on different terms and conditions under different sales and supply chain contacts affected by COVID-19 lockdown with a view to protecting the best interest of the client
  • Chambers have advised a major Hong-Kong-based knitwear manufacturing company on complex International trade-related transactions and matters involving Bond licenses, custom duties, import policy, customs valuation etc within different layers of the supply chain manufacturing within and between their local subsidiary and other third party transactions.

Profoma Invoice 

  • We have conducted due diligence for Samsung Engineering Company Limited of South Korea on several trade-related issues involving Bangladesh.
  • We have vetted and advised on Sales contract and Pro-forma Invoices for several Garments and Textiles, for example, Saturn Textiles Limited, How Are You Textiles Limited etc.

Letter of Credit 

  • We have advised on trade documents and LC documents for several Bank and Financial Institutions such as Dutch-Bangla Bank Limited, First Security Islami Bank Limited etc.


  • The Chambers advised on assignment laws, assignment of receivable and related legal issues to different clients.


  • We advised in a transaction between our client Unitex Group, and a Liquified Petroleum Gas (LPG) bottling and cylinder filling company for the supply of the same.
  • We have provided legal consultancy service to one of the leading LPG provider company in Bangladesh regarding autogas supply agreement related matters.


  • Advised Lifun group Several commercial transactions involving establishing a showroom for sale of imported vehicles


  • Advised a local pharmaceuticals on legality of possessing, selling etc of various imported drugs under
  • We advised on several complex issues on license, permit and legality of payment etc involving Miracle Pharma Corporations, USA on matters relating to manufacturing Surgical Safe Face Masks.


  • We have advised a Japanese client on land lease, production, supply , inspection etc involving Sweet Potato Production and Tuber Collection Agreement with local framers.
  • We have advised a Japanese client on land lease, production, supply, inspection etc involving Sweet Potato Production and Tuber Collection Agreement with local framers.
  • We advised a MNC on several laws regulation involving poultry industries and its machineries.


  • Advised several clients on preparation and termination of Agency Agreement, Applicable Rights and Entitlements of the Parties
  • Advised a local group of companies on a franchise agreement with an Italian lubricant brand.
  • Advised our client Lantabur Group on a complex transaction involving both manufacture & supply and also buying and sourcing as a buying house of different products with a Spanish readymade garments brand.


  • We have advised our client in appointing dealer for distribution purposes.
  • We were able to successfully resolve a dispute between a MNC (Buying House), an apparel brand and local supplier. We were able to persuade BGMEA to drop an arbitral proceeding for not having jurisdiction.
  • We have advised our client, Fakir Fashion Limited, in a international sales contract with UK based Dulverton Trust involving sale of apparel products.
  • We are proud to have advised a major accounting software company on a wide range of complex legal issues, including payment mechanisms, forex regulations, e-commerce, outward remittance, data privacy, and server location. Our team of experienced lawyers worked closely with the company to understand their unique needs and develop tailored solutions.
  • We have advised client on a distribution agreement involving distribution of lubricant with ENOC Marketing LLC, UAE.
  • We have advised and assisted client with a contract agreement for manufacturing and supply of induction cooktop/stove.
  • We were able to successfully resolve a dispute between a MNC (Buying House), an apparel brand and local supplier. We were able to persuade BGMEA to drop an arbitral proceeding for not having jurisdiction.
  • We have advised our client, Fakir Fashion Limited, in a international sales contract with UK based Dulverton Trust involving sale of apparel products.
  • We have assisted Client with Sales, Distribution & Marketing Agreement relating to lubricant products.
  • Advised clients on a commercial transaction involving procurement & supply of steel column beams, etc. for the construction & erection of a prefabricated steel building.


  • We have advised a client on (a) structuring a hire purchase transaction involving Boiler in Bangladesh (b) securing it by attachment, perfection of boiler and other collateral as per newly enacted Secured Transaction Act 2023.

Practice Guide – Commercial

GDP wise Bangladesh is the 33rd largest economy of the world. It is the 2nd largest Garment producer in the world. Certainly, the country has made its name as Emerging Tiger in South East Asia which is contributing to developing all related service industries which include Shipping, Freight Forwarding, Commercial Banking, and also Legal service industries. Smooth Commercial Transaction and International Trade require strong legal support. Conducting due diligence on VAT, Tax, Custom related matters, deciding HS Codes and valuation, determining terms and conditions of the Sales contract or Pro-forma Invoices, Bill of Lading, seeking compliance with local and international foreign exchange control regulation, international trade law, determining suitable INCOTERMS, UCP 600, etc are only a few areas where the prudent client takes legal advice. Determining applicable HS codes and valuation based on the nature of import and export is the key to avoiding potential disputes and unwanted claims from Tax authorities. Besides, consistency and coherence of different terms in several commercial documents also significantly help clients in case of disputes involving cargo payment and delivery.


Energy-related commercial transactions is a dynamic business not only in the South Eastern Pacific region but also Globally for both non-renewable (Oil and Gas) and renewable (Solar, Turbine, Hydro, Wind) energy sources. The Firm recognizes the varying commercial and technical aspects of the different energy industries including their unique regulatory frameworks and legal compliance and employs a multidisciplinary approach to ensure a cost-effective, swift, solution-based approach in all such transactions.

For Commodity based Commercial Trading (Energy) the interplay between major industry contracts includes:

  • Agreements, including concession agreements, licenses, production and risk-sharing contracts
  • Joint ventures, including joint operating agreements, joint development/exploration agreements, joint study and bidding agreements, and unitization and unit operating agreements
  • Mergers and acquisitions, including corporate and asset sales, farm-ins and farm-outs, transfer of assets, and Royalty Agreements
  • Commodity sale and purchase agreements, including for crude oil, natural gas and LNG sales, including spot, term and master sales arrangements
  • Derivatives and hedging agreements, including for crude oil, natural gas and other commodities, as well as restructuring and termination of those agreements and related disputes
  • Gathering, processing, pipeline, storage and transportation agreements
  • Drilling and service contracts
  • LNG project development
  • Decommissioning arrangements
  • Corporate Restructurings, bankruptcy filings, and bankruptcy litigation.

Chambers employs a multidisciplinary approach in handling and assisting Clients both Domestic and Foreign, with any/all International Tender based commodity trading for Grains issued by the Directorate General of Food, also known as Bangladesh’s grains purchasing agency,

Due diligence is required in structuring transactions that alleviate risk in today’s evolving market environment, especially in light of the COVID 19 Coronavirus pandemic, along with experience in developing financing and security solutions tailored to fit clients’ specific needs and requirements.

Similarly, multi-jurisdictional trade disputes and commercial and shipping litigation requires considerable expertise in dispute resolution in the Domestic courts/ Tribunals, with knowledge of all major international arbitration rules (including the ICC, UNCITRAL, SIAC, and the HKIAC) and International trade arbitration regulations and any Bilateral / Multilateral Treaties is key.

Bangladesh may not be highlighted as a CDDC (commodity-dependent developing country) for export-orientated trading globally, however, there are significant uses and utilization of the same in the domestic market, including the construction, shipbuilding industry, etc.

Metals Ores, Minerals Commodities including trading and offtake agreements of metals, minerals, ores with a particular focus on quality control (QC), transportation and carriage and trade documentation disputes including International cross-border related transactions.

Agriculture plays a vital role in Bangladesh’s economy, both in the Domestic and in the Export industry. While jute and rice were once considered the two main cash crops but over the years, other crops such as tea, sugarcanes, oilseeds, fruits, vegetables. spices, wheat, potatoes, tobacco and cotton have infused their share into the market, while leather, tea, frozen fish remains to be the top export-orientated agricultural commodities in light of the fall of the jute processing industry in Bangladesh.

Due diligence and knowledge of the regulatory frameworks and legal compliances based issues related to Agricultural based commodity trading in Bangladesh is required both at the domestic and international level.

Bangladesh, from an economical standpoint, is self-sufficient in meat production, producing 7.51 million tonnes of meat in Fiscal Year 2018-19 against an annual demand of nearly 7.3 million tonnes, according to the Department of Livestock Services (DLS). Moreover, keeping in line with the Ministry of Fisheries and Livestock (MoFL)’s encouragement of reducing meat import from overseas, major Bangladeshi conglomerates have entered into the foray of investing in domestic cattle farming and Livestock Industry of Bangladesh, bringing forth major capital investments and IT innovations featuring technology for tracking cows from birth to slaughter.

Such significant capital investments, Project Finance, regulatory compliances and corporate/commercial affairs require careful legal due diligence to protect and secure the Client’s best interest.

The Drug and Cosmetics Bill, 2023 is placed before Parliament to replace the existing Drugs Act, 1940, and the Drugs (Control) Ordinance, 1982. The proposed law incorporates cosmetics into its jurisdiction. It is initially framed for regulating the import, export, manufacturing, and sale of medicines, with provisions of tougher punishments. The bill defines what constitutes a drug or cosmetic and establishes a central regulatory authority, the Licensing Authority, to oversee the drug and cosmetics industry. The bill proposed life-term imprisonment and a Tk 10 lakh fine as the maximum punishment for manufacturing medicines without registration or for producing fake medicines, among others.

Industry-wise Transactions

Keeping in line with the booming Bangladeshi economy, the Life Science / Pharmaceutical industry is in an innovative phase undergoing a transformative period with many major local and foreign drug companies engaged in an ever-increasing level of policy regulations as well as strict cost management in order to remain commercially viable, competitive and profitable.

Understanding of the regulatory environments along with a multi-disciplinary approach is significant whilst providing counsels which include but not limited to hospitals, pharmaceutical and medical device companies, private and listed biotechnology and med-tech companies, venture capital-backed start-up companies, developers and manufacturers of diagnostics and chemicals, financial and strategic investors and the governmental and public any/all commodity-based commercial transactions therein.

Key services in this sector may include

  1. Investor / Investment Legal Due Diligence (every stage of product life cycle)
  2. Legal / Expert Opinion on Regulatory Framework and Policy
  3. Commercial Transactions
  4. Intellectual Property protection
  5. M&A
  6. Legal Counsel on marketing authorizations
  7. Post Market surveillance
  8. Competition matters,
  9. Governmental healthcare and procurement programs,
  10. Trade controls & anti-bribery and corruption compliance, etc.

The retail industry in Bangladesh is evolving with the rise of domestic and foreign joint venture e-commerce transactions. The rapid shift from the high street brands to the internet to the fast-paced growth of cross-border e-commerce warrants the demand of retailers needing legal representation to fully understand the challenges which they face.

Legal representation and service in this sector may include (but not limited) to the following:

  1. Real estate-related legal services
  2. Brand and data protection
  3. Buying and selling retail businesses
  4. Commercial contracts and agreements
  5. Employment-related legal services
  6. Licensing and franchising agreements
  7. Consumer Protection, Product Safety and regulation
  8. Regulatory issues affecting retailers
  9. Restructuring, refinancing and bankruptcy, etc.

Proper legal representation in the Media and Entertainment industry is developing in Bangladesh slowly but surely. With no shortage of talent and the IPs of artist from all mediums and field which includes communications providers, broadcasting giants, independent radio, film and television companies, agents, event organizers, record labels, music distributors, publishers, artists, financiers, newspaper empires and telecommunications companies including mobile network operators, infrastructure owners and investors, technology suppliers and equipment manufacturers and financial institutions.

  1. Bankruptcy, financial restructuring and insolvency
  2. Capital markets, including IPOs and US securities offerings
  3. Dispute resolution and litigation
  4. Consumer Protection, data protection, etc.
  5. Media and entertainment including content acquisition, advertising, broadcasting agreements, creating rights, music recording and licensing deals, product development, sponsorship and TV and film co-production arrangements
  6. M&A, including complex transactions, bolt-on acquisitions, strategic joint ventures, partnering arrangements and network sharing
  7. Regulation and competition, including compliance, challenging regulator decisions, interconnection agreements, rights of access, pricing and bundling
  8. Taxation related matters.
  9. Telecoms financing transactions
  10. Telecoms infrastructure transactions (fiber / cable deals) and the sale and leaseback of towers

Proper legal representation, due diligence and dispute resolution as a commodity based commercial transaction in the sports industry is gaining more and more traction over the years. From regulatory and legal issues for TV broadcasters pertaining to issues in sports content, to commercial sponsorship, IP rights etc. requires significant due diligence all around.

Range of legal services can include:

  1. Sports Finance (M&A, JVs, Media Franchising, Equity financing, loan/security agreements etc.)
  2. Dispute Resolution (Arbitration, Mediations, litigation etc.)
  3. Documentation (Players Contracts, Work Permits, Endorsements, Rights Clearances)

The Central Bank has tightened rules so that exporters realize their export proceeds within the stipulated period, a move that may increase the supply of the US dollar in the foreign currency market. Some exporters may still fail to comply if they are facing genuine issues with buyers like delay in payment, insolvency, rejection and discounting etc.

In preparation for the post-LDC era beginning in 2026, when cash incentives will no longer be permitted under WTO rules, the government has decided to gradually reduce cash incentives for exporters. Despite this reduction move, certain sectors, such as man-made fiber, may still be included for cash incentives to facilitate foreign currency earnings through exports. Despite phasing out incentives, the Prime Minister’s Office has already announced that the government will support exporters under different names even after transitioning to a developing country.

Other Transactions 

We assists foreign suppliers and vendors in conducting due diligence for selecting local agents, distributors and franchisees for their products and services, and in establishing local commercial relationships.

Even though Antitrust and Cartel practices may be at a primitive standpoint from the Bangladeshi perspective, however, its applications are prevalent throughout esp. in the gold industry, etc.

A cartel is defined as a group of firms that get together to make output and price decisions. Similarly, any action against cartels is a specific type of antitrust enforcement.

Legal counsel in Anti-Trust / Cartel practices, investigations are usually required in:

  1. Mergers, Acquisitions, Amalgamation, Joint Ventures, etc.
  2. Litigations / Controversies
  3. Government Investigations
  4. Documentation
  5. Counseling (regulatory, policy, technical know-how)

In preparation for the post-LDC era beginning in 2026, when cash incentives will no longer be permitted under WTO rules, the government has decided to gradually reduce cash incentives for exporters. Despite this reduction move, certain sectors, such as man-made fiber, may still be included for cash incentives to facilitate foreign currency earnings through exports. Despite phasing out incentives, the Prime Minister’s Office has already announced that the government will support exporters under different names even after transitioning to a developing country.

The commerce ministry is also reviewing how various developing countries, such as Vietnam, are subsidising its export sectors, said the officials. After graduation different subsidies may be subjected to challenge under SCM Agreements. Non-actionable subsidies are those that are deemed to have no, or minimal, tradedistorting effects. SCM Agreement allows governments to provide subsidies in certain circumstances to help small and medium-sized enterprises (SMEs), there are a number of other WTO agreements that address subsidies, such as the Agreement on Agriculture and the Agreement on Trade-Related Investment Measures (TRIMS). These agreements may impose additional restrictions on government subsidies.

The EU imposed the anti-dumping duty, citing concerns about dumping by Chinese bicycle manufacturers. This can harm domestic producers in the foreign market. The EU’s anti-dumping duty on bicycles could make it more difficult for Bangladeshi bicycle manufacturers to compete in the EU market. Bangladesh has not filed a complaint with the World Trade Organization (WTO) yet.

Reported Cases

  • LC Fraud (Hallmark case): Alvi Spinning Mills Ltd and others vs Govt. of Bangladesh.
  • International Trade: Freight Management vs. Bangladesh Bank.
  • Admiralty & Maritime: Marodi Services vs MV Swift Co.
  • Freight and Charges: Maersk Bangladesh Limited vs Bangladesh

Related Resources - Library

We have a rich library with a mixture of printed and online legal databases. We have printed version of All England Commercial Cases, Indian Digest of  Supreme Court cases, Yearbook Commercial Arbitration of Wolter Kluwer and most law reports of Bangladesh. We subscribe to the online legal database Manuputra providing access to most reputed law reports. Read more

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