Best Project Finance Lawyers in New Cairo

About Project Finance Law in New Cairo, Egypt

Project finance is a method of funding large-scale infrastructure, industrial, energy, real estate development, and public-private partnership projects where lenders rely primarily on the project's cash flows and assets for repayment rather than on the sponsors corporate balance sheets. In New Cairo - a fast-growing new urban district of Cairo that hosts residential, commercial, and mixed-use developments - project finance is commonly used for property development, utilities, transport links, power and renewable energy projects, and some social infrastructure.

Project finance transactions are typically structured through a special purpose vehicle - or SPV - which holds project contracts, revenues, and liabilities. The structure concentrates project risks in a single entity and allows lenders to take security over project assets, contracts, and accounts. Successful transactions require careful coordination of finance documents, construction contracts, operation and maintenance agreements, land and permitting arrangements, insurance, regulatory approvals, and often government or municipal concessions or guarantees.

Because New Cairo projects often straddle private development and public infrastructure, local rules, land allocation procedures, and municipal approvals are as important as the banking documentation. International lenders and development finance institutions may also impose additional contractual, environmental, social, and procurement requirements.

Why You May Need a Lawyer

Project finance involves multiple legal and commercial risks. You may need a lawyer in the following common situations:

- Structuring the transaction and establishing an SPV to limit sponsor liability and meet lender or investor expectations.

- Drafting and negotiating the financing agreements including facility agreements, intercreditor agreements, security agreements, and hedging contracts.

- Preparing or reviewing project contracts such as construction agreements, engineering procurement and construction contracts, operation and maintenance agreements, offtake or concession agreements, and management contracts.

- Conducting legal due diligence on land title, permits, existing liabilities, encumbrances, corporate records, and regulatory compliance.

- Advising on regulatory approvals and compliance - for example zoning, building permits, utility connections, environmental and social impact requirements, and sector-specific licensing.

- Structuring security packages and ensuring enforceability through registration - for example mortgage registration, pledges over movable assets, charges over bank accounts and shares, and assignment of contracts and receivables.

- Managing tax, customs, and foreign exchange implications, including incentives and exemptions available to investors and potential withholding or VAT issues.

- Negotiating government participation, guarantees, or support agreements and advising on public procurement or PPP tender rules.

- Preparing for and managing disputes, enforcement, restructuring or refinancing, including arbitration provisions and recognition and enforcement of foreign judgments or arbitral awards.

Local Laws Overview

Several areas of Egyptian law are particularly relevant to project finance in New Cairo. A basic understanding of these areas helps you identify legal risk and prepare appropriate contract terms:

- Company and corporate law - Governs SPV formation, shareholder rights, board structure, capitalisation rules and corporate governance requirements.

- Investment and incentives regime - Egypt operates an investment framework that may provide incentives, guarantees or tax advantages for eligible projects. The General Authority for Investment and Free Zones plays a central role in certifying and approving qualified investments and exemptions.

- Public-private partnership and procurement rules - PPP procurement, tender and concession frameworks regulate how public authorities contract private developers for infrastructure. Tender documents and concession agreements often include detailed conditions on timetable, performance standards and termination consequences.

- Banking and security laws - Cover creation and registration of security interests over land, movables, receivables and shares. Egypt recognises mortgages on real estate and various forms of pledge and assignment for movable assets and receivables, subject to registration and formalities to perfect priority.

- Land, planning and zoning law - Land allocation, use restrictions, land titles and registration are handled under specialized procedures. In New Cairo many plots may be allocated by public authorities or fall under new urban communities rules, with specific requirements for approvals and handover conditions.

- Construction, building code and licensing - Construction permits, inspections, safety compliance and completion certificates are mandatory. Standard forms of construction contracts and performance guarantees are commonly used, but parties should adapt them to local legal requirements.

- Environmental and social regulation - Environmental impact assessments, pollution controls, and social safeguards may be required depending on project type and lender requirements, including World Bank or other DFI standards where applicable.

- Tax and customs law - Includes corporate tax, VAT and customs duties, and potential tax incentives for qualified projects. Careful tax planning is essential to avoid unexpected liabilities and to optimise the project's financial model.

- Foreign exchange and repatriation rules - Central Bank of Egypt and related regulations govern foreign currency accounts, repatriation of profits and capital and may impose formalities for converting and transferring funds out of Egypt.

- Insolvency and enforcement - Egyptian insolvency rules and the courts provide the framework for enforcement of creditor rights, receivership and bankruptcy procedures. Many project finance deals rely on contractual step-in rights, enforcement of security and arbitration clauses as practical remedies.

- Dispute resolution - Contracts commonly provide for arbitration or domestic courts. Egypt has an established arbitration framework and several arbitration centres which are frequently used in commercial and construction disputes.

Frequently Asked Questions

What is the difference between project finance and corporate finance in Egypt?

Project finance relies primarily on the project cash flows and assets for repayment, usually through an SPV, with limited recourse to sponsors. Corporate finance uses the sponsor companys balance sheet as the lender security. Project finance isolates project risk and often requires more detailed contract allocation, robust security and lender protections tailored to the project lifecycle.

Can a foreign investor fully own a project company in New Cairo?

Foreign ownership is generally permitted in many sectors, but sector-specific restrictions may apply. Certain regulated industries or national strategic sectors may require local partnership, special permits or limitations. A lawyer can confirm sector rules and structure ownership to comply with local regulations and investor incentives.

How do lenders typically take security over project assets in Egypt?

Lenders use a combination of security instruments - for example mortgages over land and buildings, pledges over shares and movable assets, assignments of receivables and project contracts, charges over bank accounts, and security over permits where legally permissible. Security perfection usually requires registration with relevant registries and adherence to prescribed formalities to secure priority.

What approvals and permits are commonly required for a development in New Cairo?

Typical approvals include land allocation or title confirmation, zoning and planning approvals, building permits and completion certificates, utilities connections and permits, environmental clearances where applicable, sector-specific licenses and any municipal sign-offs required under New Urban Communities rules. Timing and conditions vary by project type and plot ownership.

How long does a project finance transaction usually take to close in Egypt?

Timelines depend on project complexity, number of stakeholders, level of due diligence and regulatory approvals. Smaller real estate financings can close in a few months. Large infrastructure or PPP transactions often take many months or over a year to complete because of tender processes, negotiating government agreements, regulatory clearances and lender syndication.

Are government guarantees commonly available for projects?

Government guarantees and support can be available for strategic or public interest projects, and they are common in PPP structures. Guarantees may cover payment obligations, availability of services or sovereign support under concession agreements. Obtaining guarantees typically requires negotiation with relevant ministries and sometimes parliamentary or ministerial approval.

What environmental and social requirements should I expect?

Environmental impact assessments and mitigation planning may be required under Egyptian law and under lender or DFI standards. Social safeguards - such as resettlement plans or community consultation - may also be necessary. International lenders may impose additional environmental and social governance conditions which must be reflected in contracts and monitoring arrangements.

How are disputes under project contracts usually resolved?

Parties commonly agree to arbitration to resolve disputes without relying solely on domestic courts, and contracts may specify an arbitration seat and rules. Domestic court litigation and administrative remedies may also be used for certain matters. Effective dispute resolution planning also includes interim relief, enforcement strategies and clearly drafted dispute escalation and expert determination clauses.

What tax issues should sponsors and lenders consider?

Key tax considerations include corporate income tax on project revenues, VAT and customs treatment of imported equipment, withholding taxes on interest and dividends, and any tax incentives available. Tax treatment affects the project financial model, and obtaining rulings or advice early can reduce later surprises.

Can project security be enforced against public land or municipal assets in New Cairo?

Security over public land and municipal assets is sensitive and often restricted. Where land is allocated by a public authority or subject to concession, the remedies available to lenders may be contractual - for example direct agreements with the authority, step-in rights, or government guarantees - rather than traditional foreclosure. Legal advice is essential to understand enforceability and to draft workable lender protections.

Additional Resources

When seeking more information or formal approvals, the following bodies and resources are commonly relevant in Egypt and New Cairo:

- General Authority for Investment and Free Zones - the national agency that facilitates investments and issues certifications for incentives and exemptions.

- New Urban Communities Authority - authority responsible for planning and development of new urban areas, including approvals related to New Cairo.

- Ministry of Finance - for matters involving government guarantees, fiscal commitments and public support mechanisms.

- Central Bank of Egypt - for foreign exchange, capital transfer and banking regulation questions.

- Ministry of Housing and local municipal bodies - for land allocation, zoning and construction permits in New Cairo.

- Environmental authorities - for environmental impact assessments and related approvals.

- Cairo Regional Centre for International Commercial Arbitration and other ADR institutions - for arbitration services and dispute resolution guidance.

- Egyptian Bar Association and qualified law firms - for locating experienced project finance counsel and verifying specialist credentials.

- Development finance institutions and multilateral lenders - such as regional development banks and international DFIs that sometimes finance or support projects and publish best practice guidelines relevant to project finance.

Next Steps

If you need legal assistance for a project finance matter in New Cairo, consider the following practical steps:

- Gather basic project information - identify the project scope, proposed structure, key contracts, site documentation, permits and expected financing sources. A short fact sheet helps any lawyer understand the transaction quickly.

- Engage counsel early - involve a lawyer during the pre-bid or planning stages so that structural and legal risks are addressed before major commercial commitments.

- Choose experienced local counsel - look for lawyers or firms with demonstrated project finance experience in Egypt and familiarity with the relevant sector, lenders and local authorities. Ask for examples of closed transactions and client references.

- Define scope, fees and timeline - agree an engagement letter that sets out the work to be done, billing arrangements, expected timeline and key milestones such as due diligence, document drafting and closing.

- Conduct legal due diligence - instruct your lawyer to perform targeted reviews of title, corporate records, permits, contracts and regulatory compliance to identify deal-breakers and items for negotiation.

- Coordinate advisors - assemble technical, insurance, tax and financial advisers to work with your legal team so that risk allocation and commercial terms are validated across disciplines.

- Negotiate term sheet and bankable documents - use a term sheet to lock in commercial points and then proceed to negotiating financing, security and project documents that reflect risk allocation and enforcement mechanisms.

- Plan for closing and enforcement - ensure registration of security, completion of approvals, satisfaction of conditions precedent and documentation for enforcement remedies if needed.

This guide provides a practical orientation but is not a substitute for tailored legal advice. Speak with a qualified project finance lawyer in Egypt to assess your specific situation and next steps.