The Forest Department of Bangladesh piloted collaborative management, also known as co-management, in five protected areas, through its Nishorgo Support Project from 2004 to 2009. This paper documents one of the pilot co-management sites, specifically for the Teknaf Wildlife Sanctuary comparing actual governance to the framework for good governance for protected areas. Through stakeholders and key informant interviews and observation of council and committee meetings, the research revealed that the co-management structure was an appendum in the forest department’s organizational structure. Unwillingness to share responsibilities and decision-making was the major obstacle to effective co-management in the protected area. The lack of legal recognition and limited functional arrangements to support co-management resulted in weak managerial performance and poor governance. Thus, extraction of resources from the reserve continued. Moreover, no quick solutions to deal with environmental threats of land encroachment inside the sanctuary were undertaken. For co-management to result in effective forest and wildlife conservation, more focus on good governance and provision of socio-economic opportunities is needed.