2026-08-20
Added · Updated
The Bangladesh Securities and Exchange Commission establishes the Bangladesh Securities and Exchange Commission (Margin) Rules, 2025, to regulate margin financing for equity securities on the Main Board. The rules mandate that margin financiers maintain separate bank accounts, execute written margin agreements, and adhere to a maintenance margin requirement of 50% of client equity. Financing is prohibited for securities with a trailing P/E ratio exceeding 40 (or P/B ratio exceeding 3 for life insurance companies), negative EPS, or those listed on SME, ATB, OTC, or Reverse platforms. Additionally, financiers must develop internal risk management policies and are restricted from financing securities where operations are suspended or auditors have issued qualified opinions.
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Bangladesh Securities and Exchange Commission
Law Division
CMRRC Secretariat
Regulatory Division www.sec.gov.bd
1
Notification
Order No: 30 November 2025
53.02.0000.000.201.22.0043.01.95.272.157- Regarding, systemic risk (systemic risk) and conflict of interest in margin financing and its management; And regarding, the need to establish regulatory mechanisms for the management of systemic risk and conflict of interest in margin financing; And regarding, the need to standardize the fundamental concept of margin financing for the management of systemic risk, ensure good governance, and protect investors; Therefore, under Section 24(1) of the Bangladesh Securities and Exchange Commission Act, 1993 (1993 Act No. 15), the Bangladesh Securities and Exchange Commission, after prior publication, has framed the following rules:
First Chapter
Preliminary
Short title and commencement. – (1) These rules shall be called the Bangladesh Securities and Exchange Commission (Margin) Rules, 2025.
(2) These rules shall apply to the margin financing of equity securities listed on the Stock Exchange and regulated by the Securities and Exchange Commission.
(3) These rules shall come into force on such date as the Commission may, by notification, appoint.
Definitions. – (a) Unless the context otherwise requires, in these rules:
(1) “Absolute Purchase” means the number of securities that the client must purchase to meet the required initial margin amount for the securities purchased; (2) “Equity” means the value of securities and the value of margin financing; (3) “Discretionary Account” means an account where the client has authorized the Securities and Exchange Commission to make decisions regarding the purchase and sale of securities on their behalf, and where such decisions are made to facilitate mutual benefit and reciprocal exchange; (4) “Non-Discretionary Account” means an account where the client makes decisions regarding the purchase and sale of securities based on their own will; (5) “Cash Account” means an account where the client holds cash; (6) “Initial Margin” means the margin amount requested by the margin financier from the client to cover the initial margin for the securities purchased; (7) “Portfolio Value” means the market value of the securities held in the client’s account; (8) “Portfolio Manager” means a portfolio manager registered under the Bangladesh Securities and Exchange Commission (Portfolio Manager) Rules, 1996; (9) “Bank” means a bank registered under the Bangladesh Securities and Exchange Commission (Bank and Portfolio Manager) Rules, 1996; (10) “Margin” means the market value of securities that are margin financeable, whether held by the client, pledged, transferred, or otherwise provided as margin for the purchase of securities; (11) “Margin Financing” means the financing provided by the margin financier to the client for the purchase of securities under the margin account; (12) “Margin Financier” means a stock broker, portfolio manager, or bank that provides margin financing to clients under these rules; however, a margin financier who is a mutual fund manager shall not be included; (13) “Margin Financeable Security” means any security specified in Rule 10 that is eligible for margin financing; (14) “Margin Call” means a notice issued by the margin financier to the client requiring the deposit of additional margin or equity to meet the maintenance margin; (15) “Margin Account” means a separate account opened by the client with the margin financier for the purpose of margin financing; (16) “Main Board” means the main board of the Stock Exchange where securities are listed and traded; however, it does not include Alternative Trading Board (ATB), Over-the-Counter (OTC), Small and Medium Enterprise (SME), or Reverse platforms; (17) “Maintenance Margin” means the minimum percentage of equity or portfolio value that the client must maintain in their margin account for margin financing, as prescribed in Rule 9(1); (18) “Stock Broker” means a stock broker registered under the Bangladesh Securities and Exchange Commission (Stock Broker, Stock Dealer and Underwriter) Rules, 2000. (b) For any word or expression not defined in these rules, the meaning assigned to it in the Securities and Exchange Ordinance, 1969 (XVII of 1969), the Companies Act,
1991 (1991 Act No. 14), the Bangladesh Securities and Exchange Commission Act, 1993 (1993 Act No. 15), the Insurance Act, 1993 (1993 Act No. 27), the Companies Act, 1994 (1994 Act No. 18), the Securities Act, 1999 (1999 Act No. 6), and the rules or regulations made thereunder, shall apply.
Second Chapter
Margin and Margin Account, etc.
[3 Omitted]
Separate bank account for margin financing. – (1) Margin financiers shall, under their own name, open a separate bank account for margin financing:
Provided that this bank account shall not be used for any other purpose related to margin financing; Provided further that this bank account shall not be opened in a branch or circle other than the head office; Provided further that bank accounts opened in branches or circles shall not be permitted to operate after 28 February 2027 without prior approval from the Commission. (2) Margin financiers shall not open branches or circles for the purpose of ‘margin financing’; (3) Margin financiers shall not open consolidated customers’ accounts for margin financing.
Margin account. – (1) Clients shall open a separate cash account and a separate margin account with the margin financier:
(2) Margin financiers shall open a single margin account for clients:
Provided that clients shall not open margin accounts for margin financing or settlement with margin financiers for their own accounts; (3) Upon compliance with sub-rule (1), margin financiers shall convert the client’s cash account into a margin account:
Provided that upon termination or closure of the account, margin financiers shall convert the client’s margin account into a cash account; (4) Margin financiers shall not open cash accounts for clients for margin financing; (5) Margin financiers shall not open discretionary accounts for margin financing; (6) Margin financiers shall not open margin accounts for the settlement of liabilities or debts of clients or their relatives, or for any other purpose:
Explanation: For the purposes of this rule, “relatives” means spouse, parents, children, or siblings.
(7) Margin financiers shall not open margin accounts for their own portfolio or own accounts:
Margin agreement. – (1) Margin financiers and clients shall execute a written margin agreement for the opening of margin accounts, settlement, or margin financing:
(2) Margin agreements shall be prepared in Bengali language with standard font size and paragraph formatting, ensuring clarity and accessibility:
(3) Margin agreements shall be prepared in both Bengali and English, with Bengali taking precedence in case of conflict:
(4) Margin agreements shall include the “Terms and Conditions” of these rules:
(5) Margin agreements shall be valid for 01 (one) year, unless renewed automatically:
Provided that margin financiers or their relatives shall renew margin agreements at least 15 (fifteen) days in advance:
(6) If margin agreements are not renewed, margin financiers shall close the margin account within 30 (thirty) days:
(7) Margin financiers shall not provide any guarantee to clients:
(8) Margin financiers shall not provide margin financing without conducting KYC (know your customer) procedures and risk assessment:
(9) [Omitted]
Margin preservation and margin financing. – (1) Margin financiers shall maintain initial margin or maintenance margin for clients:
(2) Margin financiers shall not consider cheques, drafts, or bank drafts as ‘margin’:
Provided that if liquidity is not possible, margin financiers may consider the value of securities purchased with the proceeds:
(3) If liquidity is not possible, margin financiers shall purchase securities with the proceeds:
Provided that this rule shall not apply to margin financiers:
(4) Margin financiers shall not use margin financing for purposes other than the purchase of margin financeable securities:
Provided that clients shall maintain a single margin account:
(5) Margin financiers shall not provide margin financing if the client’s equity exceeds the margin financing ratio of 1:1:
(6) and (7) [Omitted]
(8) Margin financiers shall not provide margin financing based on unrealized gains:
Provided that margin financiers may provide margin financing based on realized gains:
(9) Margin financiers shall not provide margin financing if their core capital or net worth is less than 04 (four) percent:
Own policy. – (1) Margin financiers shall develop a “Margin Financing Policy” within 03 (three) months of the publication of these rules:
(a) Enterprise risk;
(b) Credit risk;
(c) Market risk;
(d) Systemic risk;
(e) Conflict of interest;
(2) Margin financiers shall include the following in their policy:
(a) Client margin availability ratio;
(b) Margin financing and equity ratio;
(c) Margin financeable securities list;
(d) Prohibited sectors;
(e) Other prohibited sectors;
(f) Single client exposure limit;
(g) Single security exposure limit;
(3) Margin financiers shall form a Risk Management Committee with at least two members:
Provided that the committee shall have four members:
(4) Margin financiers shall make their policy available to clients:
(5) Margin financiers shall not change their policy without approval:
Margin call and Absolute Purchase. – (1) The maintenance margin shall be 50% of the client’s equity:
(2) If the client’s equity falls below 50%, margin financiers shall issue a margin call:
(3) If the client does not meet the margin call within 03 (three) days, margin financiers shall not provide new financing:
(4) If the client’s equity falls below 25%, margin financiers shall have the right to close the account:
(5) Margin financiers shall bear the liability for absolute purchase:
Margin financeable security. – (1) Margin financiers shall not provide margin financing for securities other than those listed on the Stock Exchange:
(2) Margin financiers shall not provide margin financing for securities in ‘G’, ‘N’, and ‘Z’ categories, or SME, ATB, OTC, or Reverse platforms:
(3) [Omitted]
Prohibitions. – Margin financiers shall not provide margin financing if:
(1) The client has not held the securities for at least 03 (three) days:
(2) The client’s margin account is not fully funded:
(3) [Omitted]
(4) The P/E ratio exceeds 40 or EPS is negative:
Provided that for life insurance companies, the P/B ratio shall be used, and if it exceeds 03 (three) or NAV is negative, margin financing shall not be provided:
(5) Margin financiers shall use trailing P/E or P/B ratio:
(a) Trailing P/E ratio = Closing price / EPS;
(b) P/B Ratio = Closing price / NAV per share; (c) Stock Exchange shall publish P/E and P/B ratios:
(6) Margin financiers shall not provide margin financing if the issuer has qualified opinions or going concern threats:
(7) Margin financiers shall not provide margin financing if the issuer’s operations are suspended:
(8) [Omitted]
(9) Margin financiers shall not provide margin financing for new or unlisted securities:
(10) Margin financing shall not be conducted for securities issued by a holding company or a parent undertaking, whether registered or unregistered, unless the total paid-up capital, gross net profit, or issued securities purchased for preservation purposes exceed this prohibition; (11) Margin financing shall not be conducted for securities representing the consent of shareholders to purchase public offers or rights issues in favor of the margin financing provider; (12) Margin financing shall not be conducted for securities held by promoters, directors, or related parties of the issuing company, or for securities held by the issuing company itself; (13) Margin financing shall not be conducted for securities that are locked-in, liened, blocked, or held by directors of the issuing company, or for securities issued by the company that are subject to margin financing.
1 53.02.0000.000.201.22.0043.01.109.272.165, effective through Notification dated 13 August 2026, to be published in the Bangladesh Gazette on 17 August 2026.
Bangladesh Securities and Exchange Commission
Law Division
CMRRCD Department
Regulatory Division www.sec.gov.bd
13
(3) A person who has provided margin financing to another person shall not use the proceeds of such margin financing to purchase shares of the issuing company; (4) A person shall not engage in margin financing for the purchase of directors’ shares or locked-in shares of the issuing company, nor shall they create a lien or pledge on such shares or ‘margin’ shares; (5) A person shall not obtain a loan or advance from any other person or bank by creating a lien or pledge on securities held by them for margin financing purposes.
Factors to be Considered. – Before providing margin financing, the margin financing provider shall consider the following factors regarding the client's margin financing request:
(a) Financial statements;
(b) Security fundamentals: fundamentals and risk factors; (c) Security value and liquidity; (d) Promoter's commitment and net worth; (e) Capital appreciation; (f) Risk factors:
(g) Risk appetite;
(h) Security price trend; etc.
Research Team. – (1) The margin financing provider shall establish and maintain a dedicated research team of at least two qualified experts, including one research team member, to handle matters related to margin financing, ensuring that the remuneration of the margin financing provider's employees is not linked to the volume of margin financing transactions.
[Provided that the remuneration of employees of the margin financing provider shall not be linked to the volume of margin financing transactions, considering the nature of the business, number of employees, and other facilities.] (2) The research team members shall possess at least a Master’s degree in Science, Business Administration, Accounting, Finance, Statistics, or Computer Science, or equivalent professional experience. The margin financing provider shall not appoint the main manager of the research team from the same organization as the client, nor shall they have less than 3 (three) years of experience in the relevant field. 1 53.02.0000.000.201.22.0043.01.109.272.165, effective through Notification dated 13 August 2026, to be published in the Bangladesh Gazette on 17 August 2026.
Bangladesh Securities and Exchange Commission
Law Division
CMRRCD Department
Regulatory Division www.sec.gov.bd
14
(3) The research team shall operate independently and impartially.
Margin Financing. – (1) The margin financing provider shall provide margin financing according to their own policies, provided that such policies do not violate the provisions of Sections 7(5) and (6) of these Rules;
(2) The margin financing provider shall provide margin financing in cash or in the form of required securities, subject to conditions, terms, interest, profit, and other charges, which shall be clearly stated to the client; (3) The amount provided under sub-section (2) shall not be capitalized as margin financing; (4) Margin financing shall not be provided to clients who have failed to comply with the requirements of Section 9(4), and such clients shall not be provided with additional or new margin financing; (5) The Commission shall provide prior approval for the margin financing provider to provide margin financing in accordance with Shariah principles. [Provided that for margin financing providers operating under Islamic banking principles, the Shariah Supervisor shall be responsible for Shariah compliance, and the margin financing provider shall implement the Shariah Supervisor's recommendations.]
Determination of Spread Value or Security Market Price. – The margin financing provider shall determine the spread value based on the closing price of the securities in the market, considering the margin call, margin profit, or promoter's equity.
Single Client Exposure Limit. – No margin financing provider shall provide single client margin financing exceeding 15% of their core capital or net worth, or 10 (ten) crore Taka, whichever is less:
Provided that existing single client margin financing shall be adjusted to comply with these Rules within 1 (one) year of the publication of these Rules in the Gazette.
Explanation. – “Existing client” or “single client” refers to any client of the margin financing provider existing at the time of publication of these Rules in the Gazette. 1 53.02.0000.000.201.22.0043.01.109.272.165, effective through Notification dated 13 August 2026, to be published in the Bangladesh Gazette on 17 August 2026.
Bangladesh Securities and Exchange Commission
Law Division
CMRRCD Department
Regulatory Division www.sec.gov.bd
15
[18. Single Security Exposure Limit. – No margin financing provider shall provide margin financing for a single security exceeding 20% of the total outstanding margin financing.]
Third Chapter
Data Submission, Inspection, Account Closure, Provisioning, and Complaints, etc.
1 53.02.0000.000.201.22.0043.01.109.272.165, effective through Notification dated 13 August 2026, to be published in the Bangladesh Gazette on 17 August 2026.
Bangladesh Securities and Exchange Commission
Law Division
CMRRCD Department
Regulatory Division www.sec.gov.bd
16
Submission. – (1) The ‘margin financing provider’ shall upload or submit information related to margin loans, including interest and profit, to the Commission or Stock Exchange through an online system. The Commission or Stock Exchange shall take necessary measures to verify the data;
(2) After the online system is operational, if the ‘margin financing provider’ is a stock exchange member or stock registrar, they shall submit information related to margin loans, interest, and profit to the respective Stock Exchange. The Stock Exchange shall summarize the data and submit it to the Commission; (3) After the online system is operational, if the ‘margin financing provider’ is a depositary bank or spread value manager, they shall submit information related to margin loans, interest, and profit to the Commission; (4) The margin financing provider shall submit information related to margin loans for their top 20 clients, quarterly, within 10 (ten) days of the end of each quarter, to the Stock Exchange (if a member) or to the Commission (if a depositary bank or spread value manager).
Inspection. – (1) To ensure compliance with these Rules, the respective Stock Exchange shall inspect its stock-exchange member margin financing providers at least once a year;
(2) Upon completion of the inspection under sub-section (1), the Stock Exchange shall submit a report to the Commission; (3) To ensure compliance with these Rules, the Commission may inspect the margin financing provider or appoint a suitable person or institution for inspection; (4) The margin financing provider or their representative shall provide information, documents, data, or explanations as required by the inspection officer; (5) The inspection report prepared by the inspection officer shall be submitted to the Commission within 15 (fifteen) days of the inspection.
Bangladesh Securities and Exchange Commission
Law Division
CMRRCD Department
Regulatory Division www.sec.gov.bd
17
Closure of Accounts. – (1) If the client fails to pay the dues, the ‘margin financing provider’ shall close the account and return the remaining securities, cash, etc., to the client within 15 (fifteen) days;
(2) If any securities, rights, or benefits remain after account closure, the margin financing provider shall record them in a suspense account and return them to the client as soon as possible.
Provisioning. – (1) The margin financing provider shall maintain a general provision of at least 1% of the total outstanding margin financing;
(2) However, if the margin financing provider follows Accounting Process or IFRS standards, they shall maintain provisions as per their net worth or applicable standards.
Complaints and Remedies. – (1) If a client is aggrieved by the margin financing provider’s decisions, policies, or margin financing matters, they may submit a written or e-complaint to the margin financing provider;
(2) Upon receiving such a complaint, the margin financing provider shall acknowledge it and provide a response within 15 (fifteen) days, informing the complainant; (3) If the measures taken under sub-section (2) are unsatisfactory, the complainant may submit a complaint to the Stock Exchange, margin financing provider, or Commission via written or online system; (4) The Stock Exchange or Commission shall take necessary measures after receiving such a complaint and inform the complainant; (5) If the measures taken under sub-section (4) are unsatisfactory, the complainant may submit an appeal to the Commission via written or online system; the Commission’s decision shall be final.
Bangladesh Securities and Exchange Commission
Law Division
CMRRCD Department
Regulatory Division www.sec.gov.bd
18
End. – These Rules shall be read with the Bangladesh Securities and Exchange Commission Act, 1993 (Act No. 15 of 1993) and, where applicable, the Securities and Exchange Ordinance, 1969 (XVII of 1969).
Repeal and Savings. – (1) The Margin Rules, 1999, vide Notification No. 53.02.0000.000.201.22.0043.01.94.272.156, dated 30 October 2025, are hereby repealed:
(a) Any agreement, arrangement, scheme, scheme modification, scheme termination, amendment or alteration, registered scheme scheme-statement, published scheme statement, published scheme statement prospectus or approved scheme order, scheme or scheme made under the Margin Rules, 1999, shall remain valid as if made under the Bangladesh Securities and Exchange Commission (Margin) Rules, 2025, provided that such agreement, arrangement, scheme, scheme modification, scheme termination, amendment or alteration, registered scheme scheme-statement, published scheme statement, published scheme statement prospectus or approved scheme order, scheme or scheme was made, adopted, approved, modified, registered, published, approved, or approved under the Bangladesh Securities and Exchange Commission (Margin) Rules, 2025; and (b) Any agreement, arrangement, scheme, scheme modification, scheme termination, amendment or alteration, registered scheme scheme-statement, published scheme statement, published scheme statement prospectus or approved scheme order, scheme or scheme made under the Bangladesh Securities and Exchange Commission (Margin) Rules, 2025, shall remain valid as if made under the Margin Rules, 1999, provided that the Margin Rules, 1999 and the 2025 Rules do not conflict.
(2) Section 36 of the Securities and Exchange Commission (Depositary Banks and Spread Value Managers) Rules, 1996, is hereby repealed:
(a) Any agreement, arrangement, scheme, scheme modification, scheme termination, amendment or alteration, registered scheme scheme-statement, published scheme statement, published scheme statement prospectus or approved scheme order, scheme or scheme made under Section 36 of the Securities and Exchange Commission (Depositary Banks and Spread Value Managers) Rules, 1996, shall remain valid as if made under the Bangladesh Securities and Exchange Commission (Margin) Rules, 2025, provided that such agreement, arrangement, scheme, scheme modification, scheme termination, amendment or alteration, registered scheme scheme-statement, published scheme statement, published scheme statement prospectus or approved scheme order, scheme or scheme was made, adopted, approved, modified, registered, published, approved, or approved under the Bangladesh Securities and Exchange Commission (Margin) Rules, 2025; and (b) Any agreement, arrangement, scheme, scheme modification, scheme termination, amendment or alteration, registered scheme scheme-statement, published scheme statement, published scheme statement prospectus or approved scheme order, scheme or scheme made under the Bangladesh Securities and Exchange Commission (Margin) Rules, 2025, shall remain valid as if made under Section 36 of the Securities and Exchange Commission (Depositary Banks and Spread Value Managers) Rules, 1996, provided that Section 36 of the Securities and Exchange Commission (Depositary Banks and Spread Value Managers) Rules, 1996 and the 2025 Rules do not conflict.
Bangladesh Securities and Exchange Commission
Law Division
CMRRCD Department
Regulatory Division www.sec.gov.bd
19
Annex-A [Section 6]
Standard Margin Agreement between Margin Financing Provider and Client
Bangladesh Securities and Exchange Commission
Law Division
CMRRCD Department
Regulatory Division www.sec.gov.bd
20
(c) The ‘First Party’ shall make margin calls and necessary purchases as per the Rules; 1 [(d) If the client’s equity falls below 25% (25%) of the margin financing amount, the ‘First Party’ shall immediately purchase the required number of securities from the ‘First Party’, unless the client provides additional securities:
Provided that if the purchase is not made immediately or within a reasonable time, the resulting loss shall not be borne by the margin financing provider;] (e) If the margin agreement is terminated, the parties shall not violate the Rules; 2 [(f) Termination] (g) The ‘First Party’ shall provide at least ------ percent profit or interest, ------ Taka charges, and other charges, which shall be paid by the ‘First Party’:
Provided that for business and account maintenance, the Commission and this Agreement Clause 5(g) profit or interest, charges or other charges, which are not mentioned herein, shall not be charged to the client, except as agreed by the client:
Further provided that the cumulative interest charged (cumulative interest charged) and accrued interest for the quarter (accrued interest for the quarter) shall be shown in a table in the client’s statement of accounts;
6. This agreement shall be governed by the “Agreement Law” and the “Rules” and shall be subject to mutual interpretation. If any provision of this agreement is invalid, the rest of the “Rules” and Agreement Law shall remain valid;
1 53.02.0000.000.201.22.0043.01.109.272.165, effective through Notification dated 13 August 2026, to be published in the Bangladesh Gazette on 17 August 2026.
2 53.02.0000.000.201.22.0043.01.109.272.165, effective through Notification dated 13 August 2026, to be published in the Bangladesh Gazette on 17 August 2026.
Bangladesh Securities and Exchange Commission
Law Division
CMRRCD Department
Regulatory Division www.sec.gov.bd
21
If any provision of this agreement or the ‘Rules’ is violated by the signatory, the relevant client, or the margin financing provider, their representative or officer, they shall be liable under Section 25;
If any provision of this agreement conflicts with the ‘Rules’, the ‘Rules’ shall prevail;
This agreement is executed in two copies, which shall be retained by both parties;
Both parties, having read, understood, and fully comprehended this ‘Agreement’ and ‘Rules’, sign voluntarily without coercion or fraud.
Signature of First Party:
Name: ___________________
Title: ___________________
Signature and Date: ________________
Witness: ____________________
Signature of Second Party (Client):
Name: ___________________
Signature and Date: ________________
Signatures, Date, Name, Address, Mobile No., Email of Two Witnesses: ----------- On behalf of the Bangladesh Securities and Exchange Commission, Dhaka Rashid Masud Chairman.
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Source: Bangladesh Securities and Exchange Commission — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works
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