Sponsors

Sponsors of Ivorian projects fall into four broad groups:

• international strategic investors and utilities – particularly in power – including European and Middle Eastern independent power producer (IPP) developers and Chinese state-owned groups that increasingly act as sponsors as well as contractors;
• infrastructure funds and development finance institution (DFI)-backed platforms (such as Meridiam, Globeleq and Africa Finance Corporation (AFC)), which often co-invest with an industrial partner;
• Ivorian and regional groups, which are increasingly leading renewable, agro-industrial and real estate projects, sometimes alongside the national pension fund (Caisse Nationale de Prévoyance Sociale, or CNPS) or other domestic institutional investors; and
• the State and state-owned companies, which frequently hold minority stakes – for example:
1. the State holds a 10% free carried interest in mining companies;
2. PETROCI is active in upstream oil and gas activities, including the exploration, development and production of hydrocarbons through its petroleum interests and dedicated operating subsidiaries;
3. the State may take stakes in IPPs; and
4. the sovereign fund created in April 2026 (Fonds Souverain Stratégique pour le Développement de la Côte d’Ivoire, or FSD-CI) may also co-invest in infrastructure projects alongside private investors.

Lenders

Large projects are typically financed by a combination of the following:

• DFIs and multilateral institutions, which remain the anchor lenders – for example, the International Finance Corporation (IFC), the African Development Bank (AfDB), the West African Development Bank (Banque Ouest Africaine de Développement, or BOAD), Proparco, the German Investment Corporation (Deutsche Investitions- und Entwicklungsgesellschaft, or DEG), the Dutch Entrepreneurial Bank (Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden, or FMO), the KfW, the Organization of the Petroleum Exporting Countries (OPEC) for International Development Fund (the “OPEC Fund”), the Emerging Africa Infrastructure Fund (EAIF), AFC, and the Trade and Development Bank (TDB) Group;
• export credit agencies (ECAs) and their covered lenders, particularly for engineering, procurement, and construction (EPC)-heavy projects;
• international commercial banks, often under DFI or ECA cover (including through A/B loan structures);
• regional and local banks (such as Ivorian subsidiaries of pan-African groups), which provide CFA franc (XOF) tranches, bridge and working-capital facilities, guarantees, and account bank services; and
• non-bank capital, which includes streaming and royalty companies in mining, infrastructure debt funds, and bond investors on the regional market.

Political risk insurers and guarantors – notably, the Multilateral Investment Guarantee Agency (MIGA), the African Trade and Investment Development Insurance agency (ATIDI), and the World Bank’s guarantee instruments – play a central role in bankability where the State or a state-owned entity is the offtaker.

Legal Framework

Côte d’Ivoire has no dedicated PPP statute. PPPs are governed by:

• Decree No 2018-358 of 29 March 2018 on PPP contracts (the “PPP Decree”) and Decree No 2018-359 of the same date, which organises the National Steering Committee for PPPs (CNP-PPP) attached to the Prime Minister’s office;
• the 2019 Public Procurement Code, whose provisions apply to PPP procedures where not inconsistent with the PPP Decree; and
• for electricity, the 2014 Electricity Code and Decree No 2026-38 of 4 February 2026 on the award of electricity conventions.

General PPP Procedure

The PPP Decree covers availability-based partnership contracts, performance-based design-build-operate contracts, and concession-type contracts in which the operator bears demand risk. Its key features are as follows.

• CNP-PPP oversight – the CNP-PPP approves the use of a PPP, gives its opinion on the procurement method, tender documents and draft contract, and issues a non-objection before signature. Contracts entered into by the State are then approved by decree in the Council of Ministers.
• Competition by default – open tender is the preferred method. Restricted tender, competitive dialogue and direct negotiation are exceptional and require the prior authorisation of the Minister of Budget after the CNP-PPP’s opinion. Direct negotiation is limited to specific grounds (urgency, defence, a single capable source, prior investment, or a failed tender) and follows a framework document approved by the CNP-PPP.
• Unsolicited proposals are admissible only for projects not on the CNP-PPP’s published list and for which no procurement has started, and are then normally put to competition.
• Challenges are heard by the Autorité de Régulation de la Commande Publique (ARCOP), governed by Ordinance No 2025-32 of 15 January 2025. The Procurement Code’s standstill period of seven working days between notification of results and signature applies (ten working days for electricity conventions).

Power Sector Procedure

Decree No 2026-38 creates a dedicated steering committee, technical committee, and project management unit within the energy sector. For generation projects:

• open tender (in one or two stages) is the rule, and restricted tender, competitive dialogue and direct negotiation require the prior authorisation of the minister in charge of public procurement;
• unsolicited proposals are admissible only for needs not already identified in the sector master plans;
• where a developer carries out studies under a memorandum of understanding with the Minister of Energy, the memorandum follows a standard form and its validity is capped (in principle 12 months for solar, 18 months for thermal and biomass, and 24 months for hydro projects), and existing memoranda must be brought into line within three months;
• the draft convention is submitted to National Authority for Regulation of the Electricity Sector (Autorité Nationale de Régulation du secteur de l'Électricité de Côte d'Ivoire, or ANARE-CI) for an opinion and approved by decree; and
• the successful bidder may be required to form an Ivorian project company, part of whose share capital may be reserved for the state or Ivorian entities.

Transmission, distribution and other electricity activities are awarded under the general PPP rules.

Contract Content and Obstacles in Practice

The PPP Decree requires contracts to address, among other things, risk allocation, guarantees and security under the Organization for the Harmonization of Business Law in Africa (Organisation pour l'harmonisation en Afrique du droit des affaires, or OHADA) law, insurance with insurers established in Côte d’Ivoire, control of assignments and changes in shareholding, force majeure and fait du prince, and the consequences of early termination. The PPP Decree also allows revision clauses where changes in tax or customs law substantially alter the contract’s economic balance. However, the following obstacles remain.

• No statutory lender protections – neither decree grants lenders step-in rights, regulates refinancing, or provides for a state guarantee, so these depend on direct agreements and specific state support.
• State payment risk – for availability-based projects, lenders focus on budget allocation, payment security, and termination compensation, and multilateral guarantees are often required.
• Procurement by the project company – private entities benefiting from state financial support or a state guarantee may themselves be subject to the Public Procurement Code (although externally financed contracts follow the rules of the financing agreements).
• Land and approvals – land access, resettlement, and multi-stage approvals often determine the timetable to financial close.

Structuring Considerations

The main issues to address at the outset are as follows.

• The project company – projects are carried out through an Ivorian company, typically a société anonyme (SA) or a société par actions simplifiée (SAS) under OHADA company law (see 5.5 Local Law Requirements).
• Governing-law split – foreign-law finance documents must be reconciled with Ivorian-law security and project documents (see 5.3 Agent and Trust Concepts and 9. Applicable Law).
• Currency – revenues are generally in XOF, which is pegged to the euro at a fixed parity guaranteed by the French Treasury. Euro-denominated debt is therefore the natural choice for international lenders; US dollar debt requires hedging or indexation of revenues.
• Exchange control – the WAEMU exchange-control regulation affects offshore accounts, guarantees to non-residents, and the repatriation of export proceeds (see 4.4 Restrictions on Payments Abroad or Repatriation of Capital and 4.5 Offshore Foreign Currency Accounts).
• Banking monopoly – lending on a habitual basis for consideration is reserved to licensed credit institutions. Shareholder loans within a group, interest-free advances, and cross-border loans by foreign banks and DFIs are generally structured to fall outside that monopoly, but non-bank lenders (such as streaming companies or funds) should verify their position.
• Fiscal and regulatory stability – stability clauses in mining conventions and project agreements should be reviewed against their actual scope, as illustrated by the 2025 gold royalty increase that expressly overrode Mining Code stability provisions.

Funding Techniques

The following funding techniques are typically used when structuring the deal:

• senior limited-recourse loans – these remain the core technique, with long tenors matched to the offtake contract, sculpted repayment and customary reserve accounts;
• mezzanine and subordinated debt, including shareholder loans and DFI subordinated tranches;
• local-currency tranches from the BOAD and local banks, sometimes guaranteed by DFIs or guarantee funds; and
• Bonds and securitisation on the regional market regulated by the West African Monetary Union Financial Markets Authority (Autorité des Marchés Financiers de l'Union Monétaire Ouest Africaine, or AMF-UMOA), often with partial DFI guarantees.

The National Development Plan (Plan National de Développement, or PND) 2026–30 relies heavily on private investment. The following sectors are expected to be most active during the coming year.

• Power generation – investment is expected in gas-fired combined-cycle plants, supported by growing domestic gas production and the planned floating storage and regasification unit (FSRU) at the Port of Abidjan; competitively tendered solar projects; and hybrid and storage projects.
• Transmission and distribution – grid reinforcement and regional interconnections are generally financed by the State with DFI support but there is growing interest in private participation.
• Mining – gold remains the dominant sector, with several new mines under construction or in development, and increasing interest in other minerals such as lithium, manganese and nickel.
• Oil and gas – development of the Baleine field and of the Calao discoveries will generate upstream and midstream financing needs, as well as gas-to-power opportunities.
• Transport – private investment is expected in urban transport in Abidjan (metro and bus rapid transit), railways, toll roads, ports and airports.
• Water, digital, social infrastructure and agro-industry – private investment is expected to increase in these sectors.

Security Law

Security over assets located in Côte d’Ivoire is governed by the OHADA Uniform Act on Security Interests of 15 December 2010 (the “Security Act”), which has not been revised since. The Security Act sets out a closed list of security interests. The following are typically used in project finance.

• Mortgage (hypothèque) over registered land or real rights, including long-term leases and certain concession rights where they are registered – a mortgage must be granted by notarial deed or by private deed following a model approved by the land registry, and takes effect against third parties and ranks from registration in the land register.
• Pledge of shares (nantissement de droits d’associés et valeurs mobilières) in the project company – the pledge must be by written deed registered with the Trade and Personal Property Credit Register (Registre du Commerce et du Crédit Mobilier, or RCCM).
• Pledge of receivables (nantissement de créances) over project agreement receivables, insurance proceeds and intercompany loans – the pledge must be in writing and becomes effective against third parties on registration with the RCCM; it is effective against the debtor of the pledged receivable only once notified to the debtor or if the debtor joins in the deed.

• Pledge of bank accounts – this form of pledge of receivables covers the balance of the account at the time of enforcement.
• Pledge of the business (nantissement du fonds de commerce) – this pledge is perfected by registration with the RCCM and covers clientele, trade name and, if specified, equipment and IP rights.
• Pledge of professional equipment and vehicles and pledge of inventory (gage), with or without dispossession – this pledge is perfected by registration with the RCCM or by delivery.
• Assignment of receivables by way of security (cession de créances à titre de garantie) – this is only available to secure credit granted by a bank or credit institution.
• Transfer of a sum of money by way of security (transfert fiduciaire de somme d’argent) – this is used for cash collateral and certain reserve accounts, and becomes effective against third parties on notification to the account bank.
• Personal guarantees – namely, suretyships (cautionnement) and independent guarantees (garantie autonome) – each are subject to strict formal requirements (eg, a handwritten statement of the maximum amount in the case of a suretyship and mandatory statements in the case of an independent guarantee).

Formalities

Security documents are usually drafted in French or bilingual form, and a French translation is needed for registration. Perfection generally involves:

• registration of the deed with the tax authorities and payment of registration duties;
• registration with the RCCM (for movable security) or with the land registry (for mortgages), which determines ranking; and
• notification to third-party debtors, where relevant.

Security Agent

Security may be created in favour of a security agent (agent des sûretés) acting for all secured creditors (see 5.3 Agent and Trust Concepts).

OHADA law does not recognise a floating charge or any other single universal security over all present and future assets of a company. Security must be taken asset class by asset class, each under its own specific regime.

A comprehensive package can nevertheless be built by combining:

• a pledge over the business (fonds de commerce), which covers a broad range of intangible assets and may extend to equipment;
• pledges of receivables and bank accounts, which can cover future receivables provided they are identifiable;
• pledges of shares, equipment and inventory; and
• mortgages over land rights.

Future assets and receivables can be encumbered where they are determined or determinable, but lenders should ensure that newly acquired assets (eg, additional equipment or new project contracts) are brought within the security through further assurance undertakings and – where needed – supplementary registrations.

Registration costs are a significant item in the financial model and should be assessed early. They generally include:

• registration duties payable to the tax authorities on loan and security documents – depending on the instrument, these may be fixed or proportional to the secured amount, and exemptions may be available for certain projects under the Investment Code or specific conventions;
• RCCM fees for movable security, charged by the court registry on a decreasing proportional scale based on the secured amount, plus fixed filing fees;
• land registry fees and notarial fees for mortgages, which are calculated by reference to the secured amount and can be substantial for large facilities; and
• stamp duties on documents.

Sponsors often seek to cap secured amounts or negotiate exemptions.

A general description is not sufficient for all types of collateral – although OHADA law is more flexible for some types than others, as follows.

• The Security Act requires the secured obligations and the collateral to be determined or determinable. For receivables, the deed must contain details allowing them to be identified (debtor, place of payment, amount or estimated amount, and maturity) – although future receivables can be pledged if they are identifiable.
• Share pledges must identify the issuer, its RCCM registration number, and the number of shares or securities pledged.
• Pledges of equipment and inventory must describe the assets with sufficient precision (and, for inventory, identify their nature, quality, quantity and location).
• A mortgage must identify the relevant land title or registered right.

In practice, security documents contain detailed schedules and a further assurance mechanism for assets acquired later.

Corporate Restrictions

Under the 2014 OHADA Uniform Act on Commercial Companies:

• suretyships, guarantees and first-demand guarantees granted by an SA with a board of directors to secure the obligations of third parties require prior authorisation from the board – failing which, the guarantee may be void (as confirmed by the OHADA Common Court of Justice and Arbitration (CCJA));
• an SA may not advance funds, grant loans or provide security with a view to the subscription or purchase of its own shares by a third party, which constrains certain acquisition and refinancing structures; and
• related-party agreements must follow the regulated-agreement procedure.

Upstream and cross-stream guarantees should also be justified by corporate interest; guarantees that are disproportionate to the guarantor’s means may be challenged.

Formal Requirements for Guarantees

Individuals cannot grant independent guarantees, and suretyships must contain the surety’s handwritten statement of the maximum guaranteed amount. Independent guarantees must include mandatory information – failing which, they are void.

Exchange Control

Guarantees and security granted by Ivorian residents in favour of non-residents require prior authorisation from the Minister of Finance, on the binding opinion of the BCEAO (see 4.2 Restrictions on the Granting of Security or Guarantees to Foreign Lenders).

Sector Restrictions

Certain assets cannot be encumbered, or can be encumbered only with the consent of the relevant authority. This applies, in particular, to public domain assets and to rights under concessions, mining titles and petroleum contracts, which generally require ministerial approval before being pledged or transferred.

Lenders rely on a combination of searches and contractual comfort, as follows.

• RCCM searches – the RCCM records security over movables (pledges of shares, receivables, the business, equipment and inventory, as well as retention of title and certain privileges). Anyone may request information and the registry must respond within a short statutory timeframe. Searches should be made against the RCCM of the grantor’s registered office.
• Land registry searches – a certificate from the land registry confirms the ownership of registered land and any mortgages or encumbrances.
• Tax and social security certificates – these help identify potential privileged claims of the tax and social security authorities, which rank ahead of certain secured claims.
• Representations and legal opinions – lenders obtain representations from the borrower and legal opinions from local counsel in the absence of prior security.

Guarantees and possessory pledges are not recorded, so due diligence should also cover the grantor’s financial statements and material contracts.

Security is released by the secured creditor or the security agent in writing, followed by the corresponding formalities:

• for movable security, a release (mainlevée) signed by the creditor and filed with the RCCM, which then removes the registration;
• for mortgages, a notarial deed of release followed by removal of the entry in the land register; and
• for pledges of receivables and accounts, notification to the relevant debtor or account bank.

Registrations at the RCCM are made for the duration agreed by the parties, up to a maximum of ten years, and lapse automatically if not renewed. If the grantor cannot obtain a voluntary release, it may apply to court for an order.

When Enforcement Is Possible

Secured lenders can enforce on a payment default under the secured obligations. Other events of default (such as covenant breaches) allow acceleration under the finance documents – after which, the resulting payment default opens the door to enforcement.

Methods of Enforcement

The procedures are governed by the Security Act and by the revised OHADA Uniform Act on simplified recovery procedures and enforcement measures, as follows.

• Judicial sale – a secured creditor holding an enforceable title (such as a judgment, an order for payment, or a notarial deed with enforceable force) can have the collateral sold at auction under the OHADA enforcement procedures.
• Judicial allocation (attribution judiciaire) – the court may award the collateral to the creditor in payment, up to the amount of the secured claim, based on an expert valuation. This is available for most pledges, for receivables, and (subject to limitations) for mortgages.
• Contractual appropriation (pacte commissoire) – the parties may agree that the creditor will become the owner of the collateral on default. For pledges, this is permitted for cash, quoted assets, and (where the grantor is a business) other movables; for mortgages, it is permitted only where the grantor is a legal entity or registered trader and the property is not used as a dwelling. In each case, an independent valuation is required and any excess value must be returned.
• Direct collection – pledged receivables and account balances can be collected directly from the third-party debtor once it has been notified.

Security Agent

The security agent may enforce in its own name, including in court (see 5.3 Agent and Trust Concepts).

Practical Concerns

Court enforcement takes time and is often challenged. Insolvency proceedings may suspend the enforcement of loans (see 6.2 Impact of Insolvency Process). A transfer of shares, concessions or licences may require regulatory approval, which is why lenders also rely on step-in rights under direct agreements.

Choice of Foreign Law

Ivorian courts generally uphold a choice of foreign law in contracts with an international element, subject to overriding mandatory rules and international public policy. English and French law are commonly chosen for finance documents.

Some matters are nevertheless governed by Ivorian law regardless of the parties’ choice (see 9.3 Domestic Laws). By way of example, registration with the RCCM makes a pledge of receivables effective against third parties whatever law governs the pledged receivable.

Submission to Foreign Jurisdiction

Submission to foreign courts is generally recognised in international contracts. International arbitration is, however, the preferred mechanism for disputes with Ivorian counterparties. The OHADA Uniform Act on Arbitration expressly allows states and public entities to agree to arbitration and prevents them from later relying on their own law to contest the validity of the arbitration agreement.

Foreign Judgments

A foreign judgment is not enforceable in Côte d’Ivoire until it has been declared enforceable (exequatur) by an Ivorian court. The court does not review the merits but checks, among other things:

• that the foreign court had jurisdiction;
• that the defendant was properly summoned and represented;
• that the judgment is final and enforceable in its country of origin; and
• that it does not conflict with Ivorian international public policy or with an Ivorian judgment.

Where a bilateral judicial co-operation convention applies, its conditions prevail over the general regime.

Arbitral Awards

Arbitral awards are more readily enforceable, as follows.

• Côte d’Ivoire acceded to the 1958 United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the “New York Convention”) in 1991, without reservations, and has been party to the ICSID Convention since 1966.
• Under the OHADA Uniform Act on Arbitration of 23 November 2017, exequatur of an award is granted by the competent national court, which must rule within 15 days (failing which exequatur is deemed granted); it may be refused only if the award is manifestly contrary to international public policy.
• Awards rendered under the CCJA Arbitration Rules receive exequatur from the CCJA and are then enforceable in all 17 OHADA member states.

Other factors that may affect a foreign lender’s ability to enforce its rights under a loan or security agreement include the following.

• Immunity from execution – under the revised OHADA Uniform Act on simplified recovery procedures and enforcement measures, only public-law entities (the state, local authorities, and public establishments) benefit from immunity, unless they expressly waive it; state-owned companies incorporated under private law do not. Express waivers and payment security therefore remain essential.
• Licensing of transferees – a purchaser of shares or assets on enforcement may need regulatory approval, and Investment Code benefits cannot be transferred without the approval committee’s consent.
• Exchange control – enforcement proceeds can be transferred abroad through authorised banks, subject to the supporting documentation required under the West African Economic and Monetary Union (WAEMU) exchange-control regime.
• Timing and cost – court proceedings can be lengthy. Specialised commercial courts in Abidjan (a commercial court and a commercial court of appeal) have improved predictability, and appeals on points of OHADA law lie to the CCJA.

Foreign lenders are not prohibited from lending to Ivorian borrowers, and cross-border lending by international banks, DFIs and ECA-covered lenders is common. Several points should nevertheless be considered.

• Banking monopoly – credit operations carried out habitually and for consideration are reserved to credit institutions licensed in the WAEMU. In practice, loans granted from abroad by foreign banks and DFIs, without an establishment or habitual lending activity in Côte d’Ivoire, are not treated as requiring a local licence. Non-bank lenders and funds should confirm their position case by case, particularly where they intend to lend repeatedly or market their products locally.
• Exchange control – borrowing from non-residents is free but must be declared (see 4.4 Restrictions on Payments Abroad or Repatriation of Capital).
• Usury – the WAEMU usury rules cap the effective global rate (taux effectif global) of loans. Since 1 June 2026, the ceiling is 14% per annum for banks and 24% for other lenders. Whether the ceiling applies to offshore loans governed by foreign law is debated, but prudent lenders check compliance where the borrower is Ivorian (see 8.3 Limits to the Amount of Interest Charged).

Granting security to foreign lenders is legally possible and OHADA security law does not discriminate against foreign creditors. The main constraints are regulatory and practical, as follows.

• Exchange-control authorisation – under Regulation No 06/2024/CM/UEMOA, any surety or guarantee granted by a resident to a non-resident (as well as loans to non-residents) requires the prior authorisation of the Minister of Finance, issued on the binding opinion of the BCEAO. In practice, the authorisation process should be launched early, and obtaining it is usually a condition precedent. The regulation’s implementing instructions, in force since 1 August 2025, set out the supporting documents required.
• Security agent – where security is held for a syndicate, the security agent must be a credit institution or financial institution, which may be foreign. Many transactions appoint a local or regional bank as onshore security agent to facilitate registrations and enforcement.
• Regulated assets – pledges over mining titles, concessions or licences, and security over the shares of regulated companies, may require the consent of the relevant ministry or regulator.

General Regime

Côte d’Ivoire has an open regime. Foreign investors may generally own 100% of Ivorian companies and FDI requires no approval, only domiciliation with an authorised bank and a statistical declaration.

Investment Code

The 2018 Investment Code as amended to date applies to foreign and domestic investors alike, as follows.

• Guarantees – foreign investors receive equal treatment with Ivorian investors, free access to foreign currency for current payments, free transfer of assets subject to tax compliance, freedom to appoint management, and protection against expropriation except for public purpose and against fair and prior compensation.
• Incentive regimes – the investment promotion agency (Centre de Promotion des Investissements en Côte d'Ivoire, or CEPICI) administers both a declaration and an approval (agrément) regime and must process approval applications within 21 days. The approval regime requires a minimum investment of XOF200 million for large companies (XOF50 million for SMEs). “Structuring projects” of XOF15–100 billion, depending on location, qualify for additional benefits if at least 50% of turnover is exported.
• Incentives – during the investment phase, equipment benefits from customs duty exemption (reduced to a 50% reduction for Category 2 sectors since 2024) and VAT suspension. During operations, Category 1 sectors (agriculture, agro-processing, health, wood processing and large hotels) receive tax exemptions of five to 15 years and Category 2 sectors receive tax credits, both varying by zone (A for the District of Abidjan, B for regional capitals, Bonoua and Grand-Bassam, and C elsewhere).
• Exclusions – commerce, banking and finance, extractive activities (which have their own codes) and several other activities are excluded from incentives (although not closed to foreign investors).
• Obligations – since 2024, beneficiaries must keep foreign supervisory staff to 10% of that category, implement anti-corruption and AML policies, and obtain approval before relocating a project. Benefits cannot be transferred to a third party without the approval committee’s written consent.
• Disputes – after 12 months of amicable negotiation, investor–state disputes go to the Ivorian courts or to arbitration before the Court of Arbitration of Côte d’Ivoire (Cour d’Arbitrage de Côte d’Ivoire, or CACI), subject to the state’s international commitments; the investor’s election of forum at approval excludes other arbitration centres.

Sector-Specific Rules

Restrictions are mostly sector-specific, such as:

• state participation in mining and hydrocarbons;
• local content rules in hydrocarbons (2022 law);
• the prohibition on foreign ownership of rural land;
• the possibility of reserving part of an electricity project company’s capital for the state or Ivorian entities; and
• licensing conditions on ownership changes in regulated sectors (see 5.2 Licence Requirements).

Compliance

With regard to AML, Ordinance No 2023-875 of 23 November 2023 and the beneficial ownership disclosure rules (including a central register kept by the commercial court registry) apply to investors and lenders.

As regards anti-corruption, Ordinance No 2013-660 of 20 September 2013 criminalises corruption (including of foreign public officials and in the private sector), makes companies criminally liable, and allows any contract, licence or concession obtained through corruption to be declared void, subject to the rights of third parties in good faith. The High Authority for Good Governance (Haute Autorité pour la Bonne Gouvernance, or HABG) investigates these offences. Lenders therefore review how the concession or licence was awarded.

Côte d’Ivoire is part of the CFA franc zone. The XOF is pegged to the euro at a fixed parity, with convertibility guaranteed by the French Treasury; the parity has been adjusted only once, in 1994.

Under WAEMU Regulation No 06/2024/CM/UEMOA:

• current payments (including interest, dividends, fees and payments for goods and services) are free, but must be made through an authorised intermediary on presentation of supporting documents;
• repayment of foreign loans is made through authorised banks on the basis of the loan documentation and the declaration of the loan.
• proceeds from the sale or liquidation of foreign investments can be transferred abroad on supporting documents;
• transfers within the WAEMU are free; and
• export proceeds must be collected and repatriated through an authorised intermediary, and foreign currency must be surrendered to the BCEAO within the period set by the BCEAO – this is a key issue for export-oriented projects (particularly in mining, where lenders often wish to receive proceeds in offshore accounts).

In practice, the main risk lies in the documentation and timing of transfers rather than in the principle of free transfer.

Residents need the prior authorisation of the Minister of Finance – issued on the binding opinion of the BCEAO – to open foreign currency accounts within the WAEMU or any account abroad. Project companies can therefore maintain offshore foreign currency accounts only if they obtain this authorisation.

In practice:

• offshore reserve, proceeds and disbursement accounts are commonly authorised for large projects with foreign-currency debt;
• the authorisation may be subject to conditions such as reporting or limits on balances;
• export-oriented projects must reconcile the surrender requirement for export proceeds with the lenders’ cash waterfall, which may require a specific authorisation or a structure in which proceeds are repatriated and debt service is paid from onshore accounts; and
• offshore-account provisions in mining or petroleum conventions must be read alongside the 2024 regulation, which prevails as community law.

Account pledges over offshore accounts are usually governed by the law of the place where the account is held.

Financing and Security Documents

Financing agreements do not need to be approved by any authority to be valid. However, the following formalities must be complied with.

• Foreign loans must be declared to the Ministry of Finance and the BCEAO for statistical purposes.
• Guarantees and security granted to non-residents and offshore accounts require prior exchange-control authorisation (see 4.2 Restrictions on the Granting of Security or Guarantees to Foreign Lenders and 4.5 Offshore Foreign Currency Accounts).
• Security documents must be registered with the tax authorities and with the RCCM or land registry to be effective against third parties.
• Documents filed with Ivorian authorities or relied on in Ivorian courts must be in French or accompanied by a certified translation.

Documents executed abroad may need to be legalised or apostilled for use in Côte d’Ivoire, depending on the country of execution.

Project Agreements

The following formalities must be complied with for project agreements to be valid or enforceable.

• PPP contracts require the CNP-PPP’s non-objection and, where the State is party, approval by decree. The State’s annual commitments must be recorded in the budget.
• Electricity conventions are reviewed by ANARE-CI and approved by decree under Decree No 2026-38.
• Mining conventions must be signed with the state following the grant of a mining permit.
• Land-related agreements (leases and transfers of registered land) must be registered with the land registry.

Land

Land in Côte d’Ivoire falls into two main categories, as follows.

• Rural land, governed by the 1998 Law as amended to date – only the State, public bodies, and Ivorian individuals may own rural land. Companies (Ivorian or foreign) and foreign individuals may use rural land under long-term leases, typically emphyteutic leases granted after registration of the land in the State’s name.
• Urban land, governed by the 2020 Urban Planning and Urban Land Code as amended to date – foreign persons and companies may acquire urban land, generally through a definitive concession procedure leading to a land title.

Most infrastructure projects are carried out on land that belongs to the State or is made available by it through a lease, a concession, or an occupation right. Land on the public domain cannot be sold or mortgaged, which means lenders rely on security over the project company’s contractual rights and on direct agreements. A 2025 law on industrial zones introduced an industrial emphyteutic lease conferring real rights, which may improve lenders’ security in industrial parks.

Securing land is often a critical-path issue. Customary rights, compensation of occupants, and resettlement in line with IFC Performance Standards frequently require significant time and budget.

Natural Resources

Minerals belong to the State. Exploitation permits under the 2014 Mining Code are granted to Ivorian companies in which the State holds a free 10% carried interest, and are accompanied by a mining convention providing fiscal and customs stability for a defined period.

Hydrocarbons are developed under petroleum contracts (production-sharing contracts or concessions) concluded with the State under the Petroleum Code, usually with the participation of PETROCI.

Energy

Under the Electricity Code, all segments except dispatching are open to private operators. IPPs hold a concession or authorisation and sell under a long-term PPA with the state-owned offtaker.

Foreign Entities

Licences, titles and concessions are generally held by locally incorporated companies, which may be wholly foreign-owned subject to state participation in mining and hydrocarbons. Transfers of shares or of the licence itself usually require prior approval, which must be factored into enforcement planning.

Trust

OHADA and Ivorian law do not recognise the common-law trust. A trustee cannot hold OHADA security in such capacity effectively against third parties.

Security Agent

The Security Act provides a statutory alternative through the security agent (agent des sûretés), which:

• must be a national or foreign credit or financial institution;
• is appointed in writing, with mandatory particulars (including the secured obligations and the identity of the creditors, among other things) – failing which, the appointment is void;
• acts in its own name for the benefit of the secured creditors and must state this capacity in its dealings;
• holds the assets and rights it receives in that capacity as a separate estate, protected from its own creditors; and
• can be replaced by the creditors, including where the security agent fails in its duties or becomes subject to insolvency proceedings.

Alternative and Complementary Structures

Many cross-border transactions include a parallel debt clause in the English- or French-law finance documents, giving the security agent its own claim against the borrower. This remains useful as a back-up but is not a substitute for a properly constituted OHADA security agent.

Transfer of a sum of money by way of security can serve some of the functions of a cash trust – for example, for reserve accounts.

Transactions often use an onshore security agent for Ivorian security and an international security trustee for offshore assets, co-ordinated through the intercreditor agreement.

Priority Rules

Priority between security interests over the same asset is generally determined by the date of registration with the RCCM (for movable assets) or the land register (for mortgages). When several registrations are requested on the same day, the one based on the earliest-dated deed ranks first.

Outside insolvency, the Security Act sets a mandatory order of distribution of enforcement proceed – under which, legal costs, preservation costs and super-privileged employee claims rank ahead of secured creditors, and registered tax and social security privileges rank with registered pledges by date of registration (see 6.3 Priority of Creditors for the order in insolvency).

Subordination

Subordination is achieved through:

• contractual subordination in intercreditor or subordination agreements, valid between the parties;
• structural subordination through holding companies; and
• ranking agreements between secured creditors.

Creditors may agree among themselves to vary the ranking of their security. However, the statutory rank of preferential creditors (eg, legal costs, super-privileged employee claims, and new-money creditors in insolvency) cannot be altered by contract to their detriment.

Effect of Insolvency

OHADA insolvency law does not expressly regulate contractual subordination. Subordination provisions are generally considered to survive as between the parties to them, so that a subordinated creditor must turn over distributions to the senior creditors. They do not bind the court-appointed insolvency representative or third-party creditors, and the senior creditors’ protection therefore relies on turnover and assignment provisions, ideally supported by security over the subordinated claims.

Projects involving Ivorian assets or concessions are almost always carried out by a company incorporated in Côte d’Ivoire, as mining titles require and as electricity and PPP contracting authorities generally require. Offshore holding companies are common at the sponsor level.

The typical legal forms are those provided by the OHADA Uniform Act on Commercial Companies, as follows.

• Société anonyme (SA) – the traditional vehicle for large projects, with a board of directors (or a single managing director, the administrateur général, where there are three shareholders or fewer), a statutory auditor, and a minimum share capital of XOF10 million. It is required for certain regulated activities and for companies issuing securities to the public.
• Société par actions simplifiée (SAS) – increasingly used for project companies because of its flexibility: governance, share transfer restrictions and shareholder rights can be freely organised in the by-laws, there is no minimum share capital, and a legal entity may be the president. This flexibility suits sponsor arrangements and lenders’ requirements on changes of control.

Beneficial ownership information must be filed and kept up to date. The annual financial statements must be prepared under the OHADA accounting system (SYSCOHADA).

The 2015 OHADA Uniform Act on Collective Proceedings applies in Côte d’Ivoire and offers several procedures, as follows.

• Conciliation – this is a confidential procedure in which a conciliator helps a company in difficulty reach an agreement with its main creditors; new-money providers receive priority.
• Preventive settlement (règlement préventif) – this is a court-supervised composition plan for companies not yet in cessation of payments. The opening decision suspends individual enforcement actions, including by secured creditors, for up to three months (extendable by one month). A simplified version exists for small companies.
• Judicial reorganisation (redressement judiciaire) – this is for insolvent companies whose recovery is possible, leading to a plan that may reschedule or write off debt or sell the business.
• Liquidation (liquidation des biens) – this applies where recovery is manifestly impossible.

Formal reorganisation of project companies remains rare; lenders tend to rely on contractual restructuring and step-in rights under direct agreements.

The commencement of an insolvency process can have a number of impacts on a lender’s rights to enforce its loan or security/guarantee, as follows.

• Suspension of enforcement – the opening of a preventive settlement suspends individual actions for a limited period. The opening of judicial reorganisation or liquidation suspends individual actions for payment and bars all enforcement measures (including by secured creditors) for the duration of the procedure.
• Declaration of claims – all creditors, including secured creditors, must file their claims with the court-appointed representative within the statutory deadline (failing which, they cannot participate in distributions).
• Interest – the accrual of interest stops on the opening of judicial reorganisation or liquidation, except for interest on loans with a term of one year or more.
• Contracts – contracts in progress continue unless the representative elects otherwise. Termination solely by reason of the opening of proceedings is not permitted.
• Guarantees – individuals who have guaranteed the debtor’s obligations benefit from protection during reorganisation, but corporate guarantors and independent guarantees generally remain enforceable.
• Secured creditors in liquidation – secured creditors are paid from the proceeds of the collateral according to their rank. If the liquidator does not realise the assets within the statutory time limit, secured creditors may resume individual enforcement.

Account pledges are enforced against the balance on the date of the opening of proceedings.

The Insolvency Act sets out separate orders of priority for proceeds from immovable and movable assets. For movable assets, the order is broadly:

• first, legal costs of realisation and distribution, costs of preserving the asset, super-privileged employee claims (salaries for the last 60 days), and creditors who provided new money in conciliation, preventive settlement or reorganisation;
• creditors holding registered pledges and security interests, according to their rank;
• creditors with special privileges;
• post-opening creditors whose claims arose regularly in the course of the procedure;
• creditors with general privileges (including tax and social security, within limits);
• unsecured creditors holding an enforceable title; and
• other unsecured creditors.

For immovable assets, mortgagees likewise rank after these first-ranking claims but ahead of post-opening creditors and general privileges.

The main risks for lenders are as follows.

• Hardening period – transactions entered into during the suspect period (between the date of cessation of payments, which the court may backdate by up to 18 months, and the opening judgment) can be declared unenforceable. Security granted for pre-existing debt during that period is automatically unenforceable, unless it replaces equivalent security or implements a prior commitment. Other transactions may be set aside at the court’s discretion if the counterparty knew of the insolvency.
• Stay on enforcement – the suspension of enforcement delays recovery and weakens lenders’ leverage (although secured creditors retain their preferential rights).
• Priority creditors – new-money creditors, super-privileged employee claims and legal costs rank ahead of secured lenders, and tax and social security claims may rank ahead of unregistered security.
• Guarantees – upstream or cross-stream guarantees granted without corporate benefit, or without the required corporate approvals, may be challenged.
• Plan imposition – a reorganisation plan approved by the court may impose payment deadlines on creditors, subject to statutory limits.
• Retention of title and reclaiming – suppliers holding retention of title may reclaim equipment within the statutory deadlines, which can affect project assets that are not fully paid.

The Insolvency Act applies to individuals carrying out an independent professional activity and to all private-law legal entities, including state-owned companies incorporated as private-law companies (such as sociétés d’État and companies with state participation).

Legal persons governed by public law (the State, local authorities, and public establishments) are outside its scope. Regulated financial institutions (banks, insurers, and microfinance institutions) remain subject to the Insolvency Act but also to specific resolution and supervisory regimes under WAEMU banking regulation and the Inter-African Conference on Insurance Markets (Conférence Interafricaine des Marchés d'Assurances, or CIMA) Insurance Code, which give the regulators (the WAEMU Banking Commission and the CIMA Regional Insurance Supervisory Commission) a central role in any restructuring.

Insurance in Côte d’Ivoire is governed by the CIMA Insurance Code, which applies in the 14 member states of the Inter-African Conference on Insurance Markets.

• Local insurance requirement – direct insurance of risks located in Côte d’Ivoire must be placed with insurers approved in Côte d’Ivoire. Project insurances (construction all risks, operational all risks and third-party liability) are therefore placed locally.
• Reinsurance – local insurers usually reinsure a large portion of project risks with international reinsurers. The CIMA Code requires ministerial authorisation to reinsure more than 50% of a risk outside the CIMA zone and prohibits reinsuring certain classes of insurance abroad. Compulsory legal cessions to the regional reinsurer CICA-RE also apply.
• Premium payment – cover may be suspended if premiums are not paid, so lenders require non-vitiation, notice of cancellation, and premium-payment protections.
• Taxes – premiums are subject to a tax on insurance contracts, at rates depending on the class of risk (eg, 14.5% for most general risks, 25% for fire and 7% for marine and aviation), in addition to policy fees.
• Political risk insurance from MIGA, ATIDI or offshore private insurers covering lenders’ risk – rather than physical assets – is generally placed outside the local requirement, subject to case-by-case review.

Insurance proceeds may be paid to foreign creditors. Lenders are usually named as co-insured or loss payees, and the project company’s rights to insurance proceeds are pledged in favour of the security agent under a pledge of receivables, which is registered with the RCCM and notified to the insurer.

Lenders also commonly request reinsurance cut-through clauses, whose effectiveness depends on the reinsurers’ agreement and the local insurer’s insolvency regime.

Payments to foreign lenders are made through authorised banks under the exchange-control regulation, on presentation of the relevant supporting documents.

Interest

Interest paid by an Ivorian borrower to a non-resident lender is in principle subject to withholding tax (impôt sur le revenu des créances) at the rate of 18%. The tax is legally borne by the lender and gross-up clauses are valid between the parties – although the grossed-up amount increases the tax base.

The following reliefs may apply.

• Domestic exemptions under the General Tax Code – examples include for certain loans from banks and financial institutions established in the WAEMU and for certain loans raised abroad by the State.
• Double tax treaties – Côte d’Ivoire has treaties with France, the UK, Germany, Belgium, Canada, Italy, Norway, Switzerland, Morocco, Tunisia, Portugal, Qatar, and the UAE, among others, as well as the WAEMU tax convention. Treaty interest rates are typically 10% to 16%. The OECD Multilateral Instrument, including the principal purpose test, applies to Ivorian withholding taxes from 1 January 2024.
• DFI privileges – some multilateral lenders are exempt under their constitutive agreements or host country agreements.
• Project-specific exemptions may apply in concession agreements, mining conventions, or Investment Code approvals.

Principal and Fees

Repayments of principal are not subject to withholding tax. Fees and commissions paid to non-resident lenders (such as arrangement, commitment, agency and guarantee fees) are generally treated as fees for services, subject to an effective withholding rate of 20% (25% on 80% of the gross amount), unless reduced by a treaty. VAT may also apply on a reverse-charge basis to services supplied by non-residents.

The following additional taxes, charges or tax considerations are relevant to lenders making loans to entities incorporated in Côte d’Ivoire.

• Registration and stamp duties – loan agreements, guarantees, and security documents must be registered with the tax authorities. Duties may be fixed or proportional depending on the instrument, and mortgages and pledges also incur registry fees (see 2.3 Registering Collateral Security Interests). A 1% proportional duty applies to treasury agreements and cash advances between related companies, which is relevant for shareholder loans.
• Tax on banking operations – interest and commissions charged by banks operating in Côte d’Ivoire are subject to the tax on banking operations (taxe sur les opérations bancaires) at 10%, instead of VAT.
• Thin capitalisation and interest deductibility – interest on loans from shareholders and related companies is deductible only if the share capital is fully paid up, the interest rate does not exceed the BCEAO rate plus two percentage points, the loan does not exceed the share capital (subject to exceptions) and is repayable within five years, and total related-party interest does not exceed 30% of earnings before interest, depreciation and provisions. Interest on third-party bank loans is not subject to these limits.
• 2026 Finance Law – new transfer pricing rules and advance pricing agreements affect intra-group financing, and expenses are now deductible only to the extent that they contribute to taxable income, which is a point to check for project companies with tax holidays.
• Dividends paid by Ivorian companies are subject to withholding tax, generally at 15% for corporate shareholders (10% for companies listed on the BRVM), subject to treaty relief.

The WAEMU usury rules, transposed into Ivorian law, prohibit loans whose effective global rate (taux effectif global) exceeds the usury ceiling set by the WAEMU Council of Ministers. Since 1 June 2026, the ceiling is 14% per annum for banks and 24% per annum for other financial institutions, microfinance institutions, and other economic agents.

The effective global rate includes interest and all fees, commissions and costs related to the loan (including security costs), and must be stated in the loan agreement. Breach of the usury rules exposes the lender to criminal penalties and to the reduction of the interest charged.

For shareholder loans, the tax deductibility of interest is further limited to the BCEAO’s rate plus two percentage points (see 8.2 Other Taxes, Duties, Charges). Default interest and break costs should be drafted so that the overall cost of the loan remains within the ceiling.

Project agreements with the State or public entities (such as PPP contracts, concessions, mining conventions and PPAs with the state-owned offtaker) are typically governed by Ivorian law. The PPP Decree provides for Ivorian law to apply unless the contract provides otherwise, but in practice the public party insists on it. These agreements usually provide for international arbitration (ICC, ICSID or CCJA rules), with stabilisation and change-in-law provisions. In the power sector, Decree No 2026-38 gives ANARE-CI jurisdiction over disputes on the interpretation or performance of electricity conventions, without prejudice to the dispute resolution mechanism agreed by the parties, which makes a clear arbitration clause essential.

Contracts with private counterparties are more varied. EPC, operations and maintenance (O&M), supply and technology agreements with international contractors are often governed by English, French or another foreign law, with international arbitration. Land leases and contracts relating to Ivorian real estate are governed by Ivorian law.

Loan agreements, common terms agreements, intercreditor agreements and hedging agreements are typically governed by English law (following Loan Market Association (LMA)-based documentation) or – where French or francophone lenders are involved – by French law. Facilities provided solely by local or regional banks are often governed by Ivorian law.

Disputes are typically resolved by arbitration (ICC, LCIA or CCJA rules) or by the courts of London or Paris, with the lenders retaining the option to bring proceedings in Côte d’Ivoire.

Ivorian law (including OHADA and WAEMU community law) governs, in particular:

• security over assets located in Côte d’Ivoire, including mortgages, pledges of shares in Ivorian companies, pledges over the business, pledges of receivables, and the security agent’s appointment;
• direct agreements with the State or public authorities, which are often governed by the same law as the underlying project agreement;
• corporate matters relating to the project company, including capacity, authorisations, and shareholder arrangements (although shareholders’ agreements are sometimes governed by foreign law, provisions affecting the by-laws must comply with OHADA law);
• licences, concessions, land rights, and permits;
• insolvency proceedings and enforcement against assets located in Côte d’Ivoire;
• exchange control, tax and insurance; and
• employment relationships with local staff.