Business Law
Project Finance in Tunisia
Project finance is a financing technique in which debt repayment rests primarily on the future cash flows generated by a project. It is particularly suited to investments that require significant capital, a long delivery timeline and a precise allocation of risk among the parties involved. We advise sponsors, lenders and investors on the legal security of project finance transactions in Tunisia.
Project Finance in TunisiaProject finance in Tunisia: 2026 figures and news
Several recent transactions illustrate long-term financing needs in Tunisia, notably in infrastructure and renewables. These figures highlight the importance of long-term funding in strategic sectors. Not all amounts correspond to disbursements made in 2026: announced amounts, approved financings and programmed investments must be distinguished.
TND 101.8bn
public investment programmed for 2026–2030 (TAP data)
~TND 7bn
amount announced for the road programme and related projects in 2026
€50m
EBRD and Clean Technology Fund financing — 50 MWac solar plant with storage
€61.3m
EBRD and EIB loan for a 100 MW solar project in Sidi Bouzid
What is project finance?
In Tunisia, this approach may cover energy projects, transport infrastructure, industrial facilities, water and sanitation projects, and certain public-private partnership (PPP) transactions.
Unlike conventional bank lending, project finance generally involves an in-depth analysis of the project's economic viability, the contracts that structure it, available security and the ability to generate revenues over time.
Legal security of the transaction is therefore essential for sponsors, lenders and investors.
Reference news and transactions in 2026
Transport infrastructure
Tunisia's road programme provides for 16 new projects valued at nearly TND 2.8 billion, in addition to 80 ongoing projects estimated at TND 4.2 billion. This momentum raises issues of financing, public procurement, land acquisition and risk allocation.
Reference news and transactions in 2026
Renewable energy
In July 2026, the EBRD approved financing of up to €30 million for a 50 MWac photovoltaic plant at Beni M'Hira, with a 20 MWh storage system and grid connection infrastructure. The project also benefits from Clean Technology Fund financing of up to €20 million.
Reference news and transactions in 2026
Private financing of solar projects
The 198 MW solar plant project in Sidi Bouzid illustrates the interplay between long-term debt, a 25-year power purchase agreement, risk guarantee and a grant for transmission infrastructure.
These transactions show that successful project finance depends as much on legal structuring as on economic balance.
Main project finance structures
The financing structure must fit the nature of the project, its capital needs, projected revenues and the investors' risk profile.
For cross-border deals, the financing currency, fund transfer conditions, cross-border guarantees and FX risk should also be examined.
- ✓Non-recourse or limited-recourse finance: repayment rests primarily on project cash flows, with sponsor recourse limited to negotiated commitments
- ✓Debt and equity finance: sponsors contribute capital, complemented by bank or institutional loans
- ✓Project finance via a dedicated company (SPV): a project company holds the assets, enters into the key contracts and receives the financing, subject to applicable regulatory requirements
- ✓Syndicated finance: several banks or financial institutions participate in the same facility under common documentation
- ✓PPP or concession finance: financing, construction, operation and transfer obligations are set out in the contracts and applicable regulatory framework
Legal framework for project finance in Tunisia
There is no single legal regime covering all project finance transactions. The structure depends in particular on the form of the project, the sector concerned, the nature of the lenders and any involvement of a public entity.
The choice of legal regime must be validated against current legislation, required authorisations and the actual structure of the transaction.
- ✓The Commercial Companies Code, for formation and operation of the project company
- ✓Law No. 2016-71 of 30 September 2016 on investment, and its implementing texts
- ✓Law No. 2015-49 of 27 November 2015 on PPPs, where the structure falls under that regime
- ✓Public procurement rules and the concessions regime, depending on the contractual structure chosen
- ✓Banking, foreign exchange and security regulations, depending on lenders, guarantees and financial flows
- ✓Sector-specific rules applicable to energy, infrastructure, industry or other regulated activities
Key legal documents in a project finance deal
A project finance structure generally requires coordinated documentation among investors, lenders, the project company and counterparties.
Consistency across these documents is critical. A termination clause in an operating contract, for example, can directly affect the project's ability to repay its debt.
- ✓Facility agreement — sets amounts, drawdowns, interest, repayment and borrower covenants
- ✓Intercreditor agreement — organises relations among financial institutions, their rights and joint decisions
- ✓Security and guarantee documents — secure repayment and set out enforcement conditions
- ✓EPC or construction contract — defines design, construction, delivery and performance obligations
- ✓Operation and maintenance agreement — organises project operation over its lifetime
- ✓Offtake or sale agreement — frames project revenues, notably in energy transactions
- ✓Direct agreements — organise certain relations among lenders, the project company and key counterparties, especially on default
Legal risks to anticipate
Before closing a project finance transaction in Tunisia, investors and lenders should in particular review the following risks.
Early legal analysis helps identify these risks, allocate them contractually and define prevention or resolution mechanisms suited to the project.
- ✓Regulatory risk: missing or delayed authorisation, changes in sector rules or non-compliance with operating conditions
- ✓Contractual risk: inconsistencies among construction, operation, supply and sale contracts
- ✓Financing risk: budget overrun, insufficient equity, unmet drawdown conditions or higher cost of debt
- ✓FX and transfer risk: mismatch between dinar revenues and foreign-currency repayment obligations, subject to applicable rules
- ✓Security risk: validity, opposability, perfection formalities and enforceability of collateral
- ✓Delay or interruption risk: land issues, construction delays, unavailable grid connections or failure of a key contractor
- ✓Dispute risk: disagreements among sponsors, lenders, public authorities and contractual partners, especially in cross-border deals
How to prepare a bankable project in Tunisia
Legal and financial preparation can be organised in several stages.
Tunisia's investment promotion framework notably provides for preparation, authorisation, project creation and mobilisation of financing. Allocation of responsibilities among agencies depends in particular on the sector and project cost.
- ✓Feasibility study: verify economic viability, financing needs and key revenue assumptions
- ✓Legal structuring: determine the form of the project company, shareholding and relations among sponsors
- ✓Regulatory review: identify authorisations, licences, environmental obligations and applicable administrative procedures
- ✓Contract negotiation: secure construction, operation, supply and sale contracts
- ✓Financing structure: coordinate bank documentation, conditions precedent to drawdown and security
- ✓Financial closing: verify that contractual, regulatory and documentary conditions are met before disbursement
- ✓Project monitoring: anticipate information covenants, financial commitments, contract amendments and potential events of default
How ANILF supports project finance transactions
Project finance requires coordination across company law, banking law, commercial contracts, sector regulation and, at times, public law.
ANILF advises companies, investors and international partners on the analysis and legal security of their projects in Tunisia.
For cross-border transactions, Tunisian counsel also helps identify local constraints and coordinate their treatment with financial and legal teams in other jurisdictions.
- ✓Legal structuring of project companies and investments
- ✓Review of finance agreements and contractual documentation
- ✓Analysis of guarantees, security and party commitments
- ✓Legal due diligence ahead of financing
- ✓Identification of authorisations and regulatory constraints
- ✓Negotiation of commercial contracts and risk-allocation mechanisms
- ✓Coordination with lenders, investors and foreign law firms
- ✓Prevention and management of disputes linked to project execution
Frequently asked questions on project finance in Tunisia
What is the difference between project finance and conventional bank lending?
In conventional bank lending, the borrower's general repayment capacity is usually decisive. In project finance, the analysis focuses mainly on projected cash flows, project assets and contracts, and the agreed security and recourse.
Frequently asked questions on project finance in Tunisia
Is project finance available to a foreign investor in Tunisia?
Yes, subject to applicable investment rules, the sector concerned, capital movements and required authorisations. The structure must fit the nature of the project and current regulation.
Frequently asked questions on project finance in Tunisia
Which sectors can use project finance?
Relevant sectors may include renewables, transport infrastructure, water, industry and projects developed under PPPs or concessions.
Frequently asked questions on project finance in Tunisia
Is a project company mandatory?
A dedicated company is common in project finance structures because it isolates project assets, contracts and cash flows. It is not, however, a universal requirement: its relevance and formation obligations must be assessed case by case.
Frequently asked questions on project finance in Tunisia
Why carry out legal due diligence before financing?
It identifies risks that may affect project delivery, contract validity, authorisations, security and repayment capacity. Its findings can influence loan terms, required guarantees and the closing timetable.
Secure your project finance transaction in Tunisia with ANILF
Project finance rests on a balance between economic viability, legal security and controlled risk allocation. For a foreign investor, a bank or an international sponsor, the quality of legal structuring can be decisive from negotiation through to commercial operation.
ANILF advises economic actors on financing, investment and development transactions in Tunisia, with an approach tailored to local and cross-border project challenges.
Preparing an infrastructure, energy or industrial investment project in Tunisia? Contact ANILF to review the legal issues of your transaction and identify the due diligence needed to structure it.
Frequently asked questions
Which projects do you advise on?+
Structure project finance
SPV, documentation or security: describe your project.