Five years ago, in the wake of Bangladesh's biggest e-commerce fraud wave, there was a widespread clamor for a dedicated, operational, and enforceable digital commerce law. In response, the Ministry of Commerce formed a panel to enact a dedicated Digital Commerce Act. That draft act has since been written, reviewed, debated at industry roundtables, revised and quietly shelved without being passed into law.
Today, digital commerce in Bangladesh
is governed primarily by a handful of instruments rather than a single law: the
Digital Commerce Operations Guidelines 2021, the Digital Business
Identification Registration Guidelines 2022, and the Cross-Border Digital
Commerce Policy 2026. Of these, only the first two are currently in force and
the Cross-Border Digital Commerce Policy 2026 remains in draft form and has yet
to be adopted as law or formal guidelines.
At the center of these instruments sit
the Digital Commerce Operations Guidelines, 2021. The guidelines lay out a comprehensive
set of obligations and restrictions that raised hopes for a better-regulated
and more efficient digital commerce framework.
What the 2022 guidelines never spell out is whether obtaining a Digital Business Identification (DBID) is simply a registration formality, or whether it presupposes that the applicant already has an actual local presence in Bangladesh. Neither guideline explicitly demands local physical presence as a precondition. Yet the application form asks for the address of the commercial establishment's office, which reads as an assumption that a physical office already exists. The guidelines further allow a power-of-attorney holder to file the application on the applicant's behalf, which impliedly waives the requirement of the local presence. As such, on one hand, the application form assumes an office and on the other hand the filing method assumes there might not be one. The application form also fails to clarify whether the address of a parent company located outside Bangladesh would be acceptable.
For an instance, a Singapore-based
digital marketplace that wants to start selling its digital products to
consumers in Bangladesh without opening any physical office there. Under the
current guidelines, there is no clear answer to a basic question: can it obtain
a DBID purely through a locally appointed representative, or must it first
incorporate a branch office with the RJSC under the Companies Act, 1994? The
guidelines gesture at both possibilities without committing to either leaving
the company to guess or to seek informal confirmation from the Ministry on a
case-by-case basis.
Bangladesh's VAT law shows what a
resolved version of this problem looks like. Under Section 19 of the Value
Added Tax and Supplementary Duty Act, 2012, a non-resident who does not carry
on economic activity from a fixed place in Bangladesh is required to appoint a
VAT agent, and Rules 16–17 of the VAT and Supplementary Duty Rules, 2016, spell
out exactly what that agent does: file returns, remit VAT, and handle
compliance on the non-resident's behalf. The Finance Act, 2021, goes a step
further and addresses how liability is shared between the agent and the
non-resident principal.
Digital commerce law has no equivalent
carve-out. It is silent on whether a similar agency arrangement can satisfy the
DBID requirement, or whether "authority to file paperwork" is being
quietly treated as identical to "authority to represent a locally
established business".
Moreover, the framework fails to
establish a dedicated cause of action for aggrieved individuals. Instead, it
relies on unrelated and older statutes such as the Penal Code 1860, the Money
Laundering Prevention Act, 2012, and the Consumers' Rights Protection Act 2009,
to penalize anything more severe than a minor warning. Because these older laws
were never designed with modern e-commerce fraud in mind, their use opens the
door to widespread procedural abuse and operational gridlock. For example,
because the Penal Code 1860 lacks clear technical definitions for digital
transactions, authorities struggle to assess the core ingredients of physical
"cheating" or "forgery" in a virtual environment.
Conversely, aggressive over-application of the heavy-handed Money Laundering
Act 2012, means minor logistical delays or standard merchant-consumer disputes
can be misclassified as criminal asset diversion. This subjects small online
business owners to frozen bank accounts and immense administrative harassment.
Additionally, the guidelines' sanctions
such as cancellation of a trade license, company registration, or VAT
registration are largely symbolic against a platform that has already moved
customer money elsewhere.
There has been public outcry over such
weak protections and uncertainties since the guidelines were enacted;
nonetheless, the debate has resurfaced following the publication of the
Cross-Border Digital Commerce Policy 2026. Although there was an expectation
that the new policy would offer better protection to consumers and add clarity
to the guidelines, none of the uncertainties have been addressed adequately.
In an age when digital commerce is
only growing, these are not loose ends that can be left indefinitely. They need
to be tied off precisely because doing so is what would give foreign investors
the confidence to enter and build in Bangladesh's digital economy, rather than
sit on the sidelines waiting for the rules to settle. What the sector needs is
not another guideline that exists mainly on paper and is enforced rarely, but a
regulation that stipulates clear thresholds, real penalties and a designated
authority accountable for applying both.
This article is written by Fateen Farhan. He is a Barrister-at-Law and currently works as a Lecturer at LCLS (South) and an Associate at The Law Counsel. The author can be reached at fateenfarhan62@gmail.com
