Debt Finance 2026 Comparisons

In 2025, the debt financing market in Côte d’Ivoire demonstrated strong resilience and continued attractiveness, despite an international environment characterised by high interest rates.

According to the report on monetary policy in the West African Economic and Monetary Union (WAEMU) from the Central Bank of West African States (BCEAO) published in December 2025, Côte d’Ivoire witnessed a positive evolution in its credit market at the beginning of the year, marked by a gradual decline in lending rates.

The government maintained strong access to both regional and international markets, while pursuing a path of fiscal consolidation (the deficit fell to 3% of GDP), thus strengthening the credibility of its sovereign creditworthiness. Further, the success of international issuances – notably a USD1.3 billion Eurobond that was significantly oversubscribed (more than five times the amount requested) – illustrates strong appetite among international investors and access to financing on competitive terms, with a historically low cost of around 5.39%.

Finally, the nation’s debt management strategy was characterised by increased diversification of instruments and sources (eg, ESG-labelled bonds and international markets) and longer maturities, contributing to an improved repayment profile and reduced pressure on domestic liquidity.

Côte d’Ivoire is thus positioned among the most attractive markets in the region, strengthening access to credit for businesses and households, and supporting the recovery of economic activity.

In Côte d’Ivoire, the debt financing market is driven by a layered and highly complementary lender landscape, where each category of players intervenes across distinct segments of the risk and complexity spectrum.

Local banks, regulated by the BCEAO, remain the primary providers of liquidity in West African CFA franc, supporting both corporates and the State through bilateral facilities and domestic syndications. Their role is essential in anchoring transactions locally, although naturally it is constrained by balance sheet and prudential considerations.

International banks dominate large-scale and cross-border financings, bringing structuring expertise and access to global liquidity pools. They are typically involved in acquisition finance, project finance and capital markets transactions, operating under internationally recognised frameworks such as the Loan Market Association (LMA).

Development finance institutions (DFIs), including the International Finance Corporation and the African Development Bank, play a critical role in de-risking transactions and enhancing bankability, particularly in infrastructure and ESG-driven projects. Their participation often acts as a catalyst for broader syndication.

Debt funds and direct lenders are an emerging but increasingly relevant segment, particularly in mid-market and sponsor-backed transactions, where they provide flexible, tailor-made solutions in situations where traditional lenders may have limited appetite.

At the same time, regional capital markets, through Agence UMOA-Titres (a regional agency designed to support the eight WAEMU member states in issuing and managing public securities) and the WAEMU stock exchange (BRVM), are gradually expanding their role in mobilising long-term local currency funding, contributing to the diversification of funding sources.

What distinguishes Côte d’Ivoire is not the dominance of a single category of lenders, but the increasing sophistication of how these players interact – with transactions frequently combining local liquidity, international structuring expertise and DFI-backed credit enhancement. This convergence is gradually reshaping the market into a more resilient and bankable financing environment, capable of supporting both large-scale infrastructure and private sector growth.

The global geopolitical context, marked by the war in Ukraine and tensions in the Middle East, has reduced economic visibility and complicated access to international financing. However, Côte d’Ivoire has continued to benefit from particularly favourable financing conditions in international markets, reflecting investor confidence in its sovereign creditworthiness. This attractiveness is based on relative political stability, sustained growth and strengthened fiscal discipline.

Côte d’Ivoire is also pursuing a strategy of diversifying its sources of financing, notably through instruments such as “samurai bonds” and the development of Islamic finance, thereby broadening its investor base.

In practice, these geopolitical tensions have not had a significant direct impact on the domestic debt market. On the contrary, the country has benefited from a rebalancing of international investment flows, with investors favouring jurisdictions perceived as more stable.

Thus, Côte d’Ivoire is increasingly seen as a relative safe haven among frontier markets, with geopolitical fragmentation indirectly supporting its access to international financing.

The Ivorian debt financing market is characterised by a mix of traditional and more structured financing techniques, reflecting the growing sophistication of the market.

Securitisation and asset-backed financings have become increasingly visible. These include both public transactions – notably State-driven securitisation such as the PEPT programme, which is aimed at expanding access to electricity by reducing connection costs for low-income households and small businesses – and private transactions, including securitisations undertaken by financial institutions (eg, le FCTC de NSIA Banque Côte d’Ivoire). These structures are primarily used to optimise balance sheets and mobilise liquidity.

Syndicated and bilateral loans remain the most common financing tools, particularly for infrastructure projects and long-term corporate investments. These financings are typically arranged by local and international banks and often involve a combination of domestic and cross-border liquidity.

Acquisition financings are also observed, especially in the context of private equity-backed transactions, although they remain more selective given market conditions and leverage constraints.

Export credit agency (ECA)-backed financings play a significant role in supporting large-scale investments, particularly in infrastructure and industrial projects. These financings are typically supported by guarantees from ECAs or third-party guarantors, enhancing credit quality.

Across these different types of transactions, financings are generally structured with a combination of security packages, including mortgages over real estate assets, and security interests over movable assets and receivables, often complemented by third-party guarantees, including independent or autonomous guarantees.

Overall, the market reflects a balanced ecosystem combining structured financings and traditional lending, with an increasing use of securitisation and credit enhancement mechanisms to support larger and more complex transactions.

Debt financings in Côte d’Ivoire are typically structured as bank-driven transactions, combining bilateral or syndicated loans with robust security packages (eg, mortgages or pledges over assets and receivables) and, where relevant, third-party guarantees. Increasingly, transactions also incorporate credit enhancement features and ECA-backed structures, particularly for infrastructure and large-scale projects.

The most common bank facilities are bilateral term loans, syndicated loans, revolving credit lines and project finance facilities, often documented using LMA-inspired standards with local adaptations.

Syndicated loans offer flexibility, relationship-based lending and access to larger pools of liquidity, but may be constrained by limited local bank depth and typically shorter tenors. By contrast, debt securities provide longer maturities and access to a broader investor base, but involve higher disclosure requirements, greater complexity and longer execution timelines.

On the investor side, bank financings are primarily provided by local banks regulated by the BCEAO, alongside international banks and DFIs such as the International Finance Corporation and the African Development Bank.

Debt securities, including sovereign and quasi-sovereign issuances, attract a wider range of institutional investors, both regional and international, including those investing through platforms such as the BRVM.

Overall, the market is evolving towards more diversified and structured financings, combining bank lending, capital markets and credit enhancement to optimise cost and risk allocation.

Overall, the documentation framework in Côte d’Ivoire reflects a hybrid approach, combining local banking templates with international standards, while adapting to specific structuring requirements and regulatory constraints.

Debt Financing

Debt finance transactions in Côte d’Ivoire are typically documented using a combination of local and international-standard documentation, depending on the size and sophistication of the transaction.

For smaller, straightforward transactions, documentation is generally based on standardised credit agreements developed internally by local banks. These templates are widely used in bilateral lending and reflect local market practice.

For larger and more complex financings – including syndicated and sophisticated bilateral facilities – documentation is typically based on LMA-style documentation, adapted to local law requirements. These transactions are supported by a broader suite of ancillary agreements, including:

• ancillary contracts to the credit agreement, concluded between the parties to the financing (intercreditor and subordination agreements, sponsor agreements, accounts agreements (eg, debt service reserve accounts and reserve accounts) or cash management agreements); and
• various security documents, such as third-party guarantees (including autonomous guarantees) and standard security interests, including mortgages and pledges over movable assets, accounts and receivables.

Securitisations

Securitisation transactions follow a distinct documentation framework, tailored to the structure of the transaction. They typically revolve around:

• the regulations governing the securitisation vehicle (fonds commun de titrisation de créances – FCTC) and/or one of its sub-funds;
• the receivables assignment agreement transferring the assets to the FCTC; and
• the information memorandum submitted for approval (visa) to the regional regulatory authority, the Autorité des Marchés Financiers de l'Union Monétaire Ouest Africaine (AMF-UMOA).

These transactions are also governed by ancillary agreements, including account management and cash flow allocation agreements, a placement agreement, a firm commitment agreement, a liquidity line agreement, a special purpose account agreement, etc, depending on the context and structure of the transaction, thus ensuring the proper structuring and management of the securitised assets.

In Côte d’Ivoire, the terms of a bank loan facility are directly influenced by the type of lenders involved.

Facilities led by local banks, under the supervision of the BCEAO, tend to be simpler and relationship-driven, with standardised documentation, moderate covenants and a strong reliance on tangible collateral. Financial conditions and tenor are generally based on local liquidity conditions.

By contrast, international banks require more sophisticated, LMA-aligned documentation, with stronger financial covenants, enhanced representations (including sanctions compliance) and more stringent reporting obligations, often in hard currency (generally US dollars or euros).

Where DFIs such as the International Finance Corporation or the African Development Bank are involved, facilities typically benefit from longer tenors and improved bankability, but include enhanced ESG and compliance requirements.

Overall, lender composition shapes financial conditions, tenor and covenant intensity, with more institutional participation leading to stricter and more structured terms.

In cross-border loan transactions involving Côte d’Ivoire, documentation must address specific foreign exchange, regulatory and cross-border risk considerations, in addition to standard financing terms.

A key feature is compliance with foreign exchange regulations under the BCEAO, including:

• declarations of external borrowings (relations financières extérieures);
• and, where applicable, authorisations for currency transfers to service the debt.

Documentation must also comply with mandatory rules of public policy, notably:

• usury rate (taux d’usure) limits, which cap the overall cost of credit; and
• more broadly, local banking and financial regulations, which cannot be contractually waived.

Loan agreements typically include:

• currency and payment provisions addressing convertibility and transfer risks;
• gross-up and tax clauses (withholding tax protection);
• increased costs and illegality clauses;
• representations and covenants on regulatory compliance (including exchange control); and
• governing law and dispute resolution clauses (often arbitration).

Additional protections may cover political risk and enforcement constraints.

Overall, cross-border financings require careful alignment with FX regulations and mandatory local law provisions, which are critical to enforceability and lender protection.

In Côte d’Ivoire, debt financings are typically secured through a comprehensive package of guarantees and security interests, structured in accordance with the OHADA Uniform Act on Security Interests (Acte uniforme portant organisation des sûretés).

Types of Asset

Security interests are commonly granted over a wide range of tangible and intangible assets, including:

• business assets and inventory;
• receivables and bank accounts;
• shares and securities;
• real estate assets; and
• in project finance, assignments of insurance proceeds.

Types of Security and Guarantees

The security package typically combines:

• security interests (sûretés réelles) governed by OHADA law (eg, pledges, mortgages and assignments of receivables); and
• personal guarantees, including:
1. autonomous guarantees, generally more effective because they are independent and payable on first demand without any exceptions arising from the underlying obligation; and
2. suretyships (cautionnements), which are accessory and dependent on the validity of the secured obligation.

Formalities and Perfection

Under OHADA law:

• security over locally situated assets must be governed by Ivorian law, reflecting the lex situs principle;
• security agreements must be registered with the tax authorities to be enforceable;
• movable security interests must be perfected by registration with the Trade and Personal Property Credit Register (Registre du Commerce et du Crédit Mobilier – RCCM); and
• mortgages must be registered with the Land Registry (Conservation Foncière).

Failure to comply with these perfection requirements may affect enforceability and priority ranking.

Overall, the OHADA framework provides a harmonised and relatively creditor-friendly regime, but strict compliance with registration and perfection rules remains critical in practice.

It is also necessary to ascertain the priority of the security interest, in particular to verify that it is first ranking. Furthermore, it is essential to ensure that the security interest is not created or enforced at a time when the company is already insolvent or subject to insolvency proceedings.

In Côte d’Ivoire, key considerations relating to security and guarantees are primarily governed by the OHADA framework, in particular the Uniform Act on Companies (AUSCGIE) and OHADA law on security interests.

Agent and Trust Concepts/Parallel Debt

OHADA law expressly recognises the security agent (agent des sûretés), which may hold, manage and enforce security in its own name on behalf of multiple creditors, providing a functional equivalent to trust structures. This security agent must be a financial institution or credit institution (national or foreign).

While the parallel debt concept is not expressly regulated, it may be used in cross-border financings to facilitate enforcement, particularly where foreign lenders are involved.

Corporate Authorisations and Corporate Benefit

Under Article 506 of the AUSCGIE, companies must obtain prior shareholder approval to grant guarantees (including suretyships and autonomous guarantees), failing which such guarantees may not be enforceable.

In addition, transactions must satisfy a corporate benefit test, especially for upstream or cross-stream guarantees, to mitigate risks of challenge or liability for directors.

Restrictions (Upstream Security and Financial Assistance)

OHADA law imposes key limitations:

• under the financial assistance prohibition (Article 639, AUSCGIE) a company cannot finance or secure the acquisition of its own shares; and
• under the prohibitions on related-party transactions (Articles 356 and 450, AUSCGIE) there are restrictions on guarantees benefiting directors or related persons.

These rules effectively limit upstream and intra-group security structures.

Guarantee Fees

While not strictly mandatory, guarantee fees are often required in practice, particularly in cross-border or group structures, to support arm’s length conditions and mitigate recharacterisation or tax risks.

Maximum Amount

The security interest agreement must specify a maximum guaranteed amount. In practice, the parties often agree on an amount that includes both the principal of the debt and ancillary charges (interest, fees and expenses). A “full and unlimited” guarantee can be invalidated.

Overall, structuring security packages in Côte d’Ivoire requires careful alignment with OHADA corporate law, security interests law, and public policy rules, particularly regarding authorisations, corporate benefits, and prohibited transactions, which are critical to enforceability.

In financing arrangements involving multiple lenders, particularly syndicated loans and structured finance in Côte d’Ivoire, inter-creditor and subordination agreements play a central role by ensuring both the organisation of relationships between creditors and the hierarchy of their rights.

The inter-creditor agreement constitutes the governance framework for the banking pool by defining the rules for collective decision-making, the role of agents – in particular the credit agent and the security agent – as well as the procedures for co-ordinating actions, especially in the event of default. It helps prevent uncontrolled individual initiatives and ensures co-ordinated management of remedies, in the interest of preserving value.

At the same time, the ranking agreement organises the economic priority among creditors by determining the order of payment and framing the subordination mechanisms, whether for payment subordination or security interests. It relies on mechanisms such as redistribution or turnover clauses to ensure compliance with the agreed hierarchy, particularly in the allocation of financial flows according to a waterfall model. These agreements thus allow for the predictable structuring of the sharing of payments and proceeds from the enforcement of security interests.

Within the OHADA legal framework, these instruments are consistent with the principle of preferential security interests, which gives priority to creditors benefiting from real security interests. They are also aligned with the security agent structure, whereby a single agent holds and enforces the security interests on behalf of all lenders. Their purpose is not to create new security interests, but to organise their collective exercise and economic distribution among the various creditors.

Finally, in the event of debtor difficulties, these agreements allow the effects of insolvency proceedings to be anticipated, particularly those effects related to the suspect period stipulated by the Uniform Act on the Organisation of Insolvency Proceedings. While they cannot override the mandatory rules of OHADA law, they nevertheless contribute to securing, as far as possible, the relative position of creditors and maintaining contractual discipline. Overall, they are indispensable tools for guaranteeing the co-ordination, predictability and legal security of multi-creditor financing.

The ranking of a security interest is determined either by the date of execution or, where registration with the Trade and Personal Property Credit Register or the Land Registry (Conservation Foncière) is required, by the date on which the security interest is registered. The intercreditor agreement typically includes provisions ensuring that the contractual ranking agreed upon between lenders prevails, irrespective of the legal ranking of the security interests.

However, under OHADA law, contractual subordination does not affect the legal ranking of creditors as provided for in Articles 166 and 167 of the OHADA Uniform Act relating to collective debt settlement procedures: it is only enforceable between the parties to the agreement. Thus, a creditor benefiting from a security interest retains their legal right of preference and will be paid according to the order provided by law, regardless of intercreditor agreements. Contractual subordination only takes effect retroactively, obliging the junior creditor to return the sums received or to defer payment.

Moreover, this mechanism encounters a “glass ceiling”: certain legal privileges of public order (court costs, super-privileged salaries and sometimes tax claims) take precedence over all other creditors, including secured ones.

Within the OHADA zone, the enforcement of security interests is governed by the Uniform Act on Security Interests (AUS) and the Uniform Act on Enforcement and Security Interests (AUPSRVE).

First, the debt must be certain, liquid and due. The creditor sends a formal notice and must, in principle, possess an enforceable title to initiate legal proceedings.

Then, a creditor holding a security interest can use several methods to enforce it: forced sale at public auction, judicial assignment (transfer of the asset to the creditor by court order), or the application of a forfeiture clause (automatic appropriation if contractually stipulated).

Security interests in movable property are enforced through seizure and sale followed by an auction, conducted by a bailiff. Enforcement of a security interest in immovable property (ie, a mortgage) requires a writ of seizure. A set of terms and conditions is then drawn up before the judicial sale of the property.

A security agent can act on behalf of creditors to initiate the procedure. Legal proceedings are suspended in the event of insolvency proceedings (with some exceptions).

Effectiveness relies on contractual anticipation and mastery of enforcement procedures.

In Côte d’Ivoire, foreign court decisions are not automatically enforceable: they must undergo an exequatur procedure to be recognised and enforced within the domestic legal system.

Exequatur is a judicial procedure by which an Ivorian court grants executory force to a foreign decision. It is governed by the Code of Civil, Commercial, and Administrative Procedure (Articles 345 to 350). The application is filed with the court of the defendant’s domicile or the place of enforcement.

The granting of exequatur is subject to several conditions:

• the jurisdiction of the foreign judge who rendered the decision;
• the finality and enforceability of the decision;
• respect for the rights of the defence;
• the absence of exclusive jurisdiction of Ivorian courts;
• the absence of conflict with a prior Ivorian decision;
• conformity with Ivorian public policy; and
• reciprocity between states.

In practice, exequatur ensures the compatibility of foreign decisions with fundamental Ivorian principles.

Under OHADA law, the preventive mechanisms of conciliation and preventive settlement aim to address business difficulties proactively, directly impacting lenders’ ability to enforce their rights.

Conciliation is an amicable, confidential and consensual procedure initiated before a company ceases payments. It allows for the negotiation of a restructuring agreement with the main creditors, under the guidance of a conciliator. Once concluded, this agreement may provide for the suspension or prohibition of individual legal actions, as well as the interruption of deadlines. This temporarily limits the lenders’ ability to demand repayment, activate contractual clauses or enforce their security interests. In practice, lenders’ rights are thus framed by the logic of negotiation and maintaining the company’s viability.

Preventive settlement, on the other hand, is a judicial procedure. Its initiation automatically results in the suspension of individual legal actions for prior debts, for a period of up to four months. During this period, lenders cannot initiate enforcement proceedings on security interests, which directly affects their ability to enforce debts.

These procedures, while preventative in nature, introduce a temporary but significant limitation on lenders’ rights by suspending or restricting the exercise of legal remedies, thus facilitating a negotiated or court-ordered restructuring of the debtor’s debt.

Under OHADA law, the commencement of insolvency proceedings or liquidation has significant effects on the rights of lenders.

Suspension of Legal Action

From the date of the commencement order, creditors can no longer pursue legal action for payment or enforce their security interests. Claims must be filed as liabilities.

Suspect Period and Risks of Unenforceability

The suspect period, which runs from the date of cessation of payments until the commencement order, exposes lenders to the risk of having their transactions challenged.

In accordance with Article 68 of the Uniform Act on Collective Proceedings for Debt Enforcement and Bankruptcy (AUPCAP), the following are automatically unenforceable against the body of creditors if they occurred during this period:

• transfer for no consideration;
• payments of debts not yet due;
• abnormal payments of debts due (outside of usual payment methods);
• security interests established to guarantee a prior debt (except in limited circumstances); and
• judicial provisional registrations.

For lenders, this implies a risk of cancellation of security interests established late, particularly in the event of refinancing or restructuring.

De Facto Subordination

In the event of misconduct or improper continuation of credit, a lender’s claim may be relegated behind other creditors.

Ranking of Payment

Even with secured claims, lenders are subject to legal privileges (court costs, salaries, new money, etc) before being paid according to their priority, with unsecured creditors being paid last.

The protection of lenders relies on upstream structuring (taking collateral, monitoring the risk of cessation of payments) in order to avoid the effects of the suspect period and the questioning of guarantees.

In Côte d’Ivoire, the taxation of debt financing is primarily governed by the Ivorian General Tax Code (CGI). For a foreign lender financing an Ivorian borrower, the analysis essentially focuses on withholding taxes, the nature of the financed project and the contractual clauses governing the allocation of the tax burden.

Withholding Tax on Interest

If the lender does not have a permanent establishment in Côte d’Ivoire, interest paid abroad is subject to withholding tax by the borrower.

Income tax on debts (IRC) applies at the standard rate of 18% (Article 193 of the CGI) and constitutes a final tax payment for the non-resident lender.

A tax on banking operations (TOB) is generally levied at a rate of 10% on the gross remuneration of the financial service (Article 401 of the General Tax Code).

A 20% levy for corporate income tax may also apply to certain services, subject to any adjustments provided for by tax treaties or specific regimes.

Rate Variations and the Definition of “Qualified Lender”

Applicable rates may vary depending on the context of the transaction.

International tax treaties concluded by Côte d’Ivoire (particularly with France, Belgium and Canada) often allow for a reduction in the corporate income tax rate, generally to 15% or 10%.

Investment incentive schemes (Article 193 bis of the General Tax Code) may also provide for reduced rates, notably around 13.5% or less, for certain sectors such as agribusiness or infrastructure.

Conversely, when the lender is located in a tax haven, restrictive measures may apply (higher rates or non-deductibility), in accordance with Article 92 of the French General Tax Code.

Gross-Up Clauses and Deductibility

In international financing practice, loan agreements often include gross-up clauses to guarantee the lender a net amount free of any tax.

In this case, the borrower bears the tax burden instead of the lender.

However, the additional cost incurred by the borrower for this assumption may not be tax-deductible, thus increasing the overall cost of financing.

Thin Capitalisation

Article 92 of the CGI governs the deductibility of interest paid to related companies or shareholders.

These interest payments are deductible only if several conditions are met:

• the share capital must be fully paid up;
• the interest rate must not exceed the BCEAO discount rate plus two percentage points;
• repayment must be made within a maximum period of five years without being subject to voluntary liquidation;
• the interest paid to shareholders must not exceed 30% of the profit before tax, interest, and depreciation; and
• the debt level must not exceed the amount of the share capital.

Beyond this limit, the interest is added back to taxable income.

When drafting loan agreements, the interplay between gross-up clauses and thin capitalisation rules is essential to preserve both the lender’s profitability and the borrower’s financial stability.

Banking Monopoly in the WAEMU Region

The banking monopoly, governed by the Uniform Law on Banking Regulation within the WAEMU, prohibits any person not authorised as a bank or financial institution from carrying out banking operations on a regular basis.

Unlike in Europe, there is no “passport” mechanism: any foreign institution wishing to operate locally must, in principle, obtain approval or authorisation from the WAEMU Banking Commission.

Foreign lenders

Financing granted from abroad, without a local establishment or regular solicitation within the WAEMU, is generally accepted as falling outside the banking monopoly, subject to compliance with applicable exchange control and reporting rules.

Bond issuance

The use of bond issues is a classic structure for circumventing the local monopoly: financing takes the form of a debt security issuance. When the transaction involves a stock market operation or a public offering (particularly through public solicitations or the creation of a placement syndicate, the distribution of securities beyond a circle of more than 100 people with no legal connection between them, or the listing of securities on the BRVM), it must be authorised and supervised by the AMF-UMOA.

Exceptions for intragroup transactions

Treasury operations between related companies (eg, cash pooling and shareholder current accounts) are permitted provided there is a direct or indirect capital link of at least 10% of the capital, thus characterising an intragroup relationship.

Annual Percentage Rate (APR) and Usury

The WAEMU framework mandates strict transparency regarding the cost of credit.

Obligation related to the APR

All financing agreements must include an annual percentage rate that encompasses all costs related to the loan (interest, fees, commissions, mandatory insurance, etc). The APR cannot exceed the usury threshold set periodically by the BCEAO, which varies depending on the borrower’s status.

Sanctions

Exceeding the APR in a financing transaction may render the interest clause null and void, and the legal interest rate may be substituted in cases where the APR is exceeded or is not stated. Furthermore, usury is a criminal offence in Côte d’Ivoire, punishable by fines and imprisonment.

In addition to the points already discussed, structuring debt financing in Côte d’Ivoire and within the wider OHADA region presents operational and legal specificities that must be anticipated to ensure the successful closing of transactions.

Signatures and Execution of Documents

Ivorian law, like OHADA law, does not recognise the practice of “counterpart signatures”. The contract must be drawn up in as many original copies as there are parties with distinct interests.

However, electronic signatures have been permitted in Côte d’Ivoire since Law No 2013-451 concerning the protection of personal data. They are valid if they result from the use of a reliable identification process that guarantees their connection to the document to which they are attached.

Registration and Stamp Duties

In Côte d’Ivoire, when the registration of a document is not required by law, the parties may voluntarily register it to establish a legally certain date and allow it to be produced in court. As such, loan agreements and security interests are often registered with the tax authorities.

Registration may be subject to a fixed fee and/or a proportional fee depending on the nature of the document.

Restrictions on the Use of Funds

Unlike some other jurisdictions, there are few direct legal restrictions on the purpose of the loan, provided it is lawful. However, using loan funds for purposes contrary to the borrower’s social interests exposes them to criminal penalties.

Exchange Regulations

For cross-border loans, the use of funds must comply with the declarations made to the BCEAO. All loans taken out abroad by a resident must be declared for statistical purposes to the Ministry of Finance and the BCEAO. Therefore, when the lender is foreign and the borrower is Ivorian, this declaration must be made systematically.

Repayment of these loans must be made through a local bank authorised as an approved intermediary for transferring funds abroad in local or foreign currency, based on supporting documentation.