Sudan’s PPP Law 2021 (gazetted 12 May 2021) establishes the first comprehensive PPP legal framework in Sudan. It applies to all contracts between public entities and private sector parties for the development or management of public assets or services, where the private party bears the higher percentage of risk. Key features include:
(1) a Supreme Council for Partnership presided over by the Prime Minister;
(2) a Central Unit for Partnership under the Ministry of Finance;
(3) five permitted bid methods including open competition and competitive discussion;
(4) partnership contract terms of up to 40 years;
(5) BOT and BOOT contract models; and
(6) dispute resolution through Sudanese courts with an independent Grievances Committee for bid disputes.
Why the Sudan’s PPP Law 2021 Matters for Investors in 2025–26
Sudan holds some of Africa’s most underserved infrastructure opportunities — from Red Sea port logistics and agricultural irrigation to renewable energy, road networks, and telecommunications. For decades, the absence of a clear legal framework for private participation in public projects was one of the most significant barriers to foreign and domestic investment in these sectors.
The enactment of Public Private Partnership Law No. 10 of 2021 — published in the Sudan Official Gazette on 12 May 2021 — changed that fundamentally. For the first time, Sudan has a dedicated statute governing how private sector entities can partner with the government to design, finance, build, operate, and transfer public infrastructure and services.
For any investor or private company considering a project finance or infrastructure development mandate in Sudan, understanding this law is no longer optional — it is the legal foundation on which all future PPP contracts will be structured. This guide, prepared by the project finance team at Abdeen&Co., gives you the complete breakdown: what the law says, how it works in practice, what remains to be operationalised, and how Abdeen&Co. advises clients through every stage of a PPP transaction in Sudan.
Abdeen&Co. track record: Our firm has advised on landmark project finance transactions including the USD 446M Foum Gleita Sugar Project in Mauritania and represented Kenana Engineering & Technical Services Co. Ltd in international UNCITRAL arbitration. See our full sector and transaction experience.
1. Legal Context: What Changed in 2021
The PPP Act was one of three major pieces of commercial legislation enacted by Sudan’s transitional government in 2021, alongside:
- Investment Encouragement Act 2021 (issued 11 April 2021) — repealing and replacing the Investment Act of 2013, introducing new investor protections, profit repatriation rights, and sector incentives
- Banking Act 2021 — reforming Sudan’s banking regulatory framework and Central Bank of Sudan (CBOS) supervisory powers
- PPP Law No. 10 of 2021 (gazetted 12 May 2021) — establishing the first standalone PPP framework
Together, these three statutes represent the most significant overhaul of Sudan’s investment and commercial legal framework in a decade. The PPP Law directly supports Sudan’s broader goal — as described by UNCTAD’s Investment Policy Monitor — of achieving “a successful transition to an open, dynamic, and business-friendly economy.”
From a public international law perspective, the law also signals Sudan’s alignment with internationally recognised PPP principles — including those set out in the UNCITRAL Legislative Guide on Privately Financed Infrastructure Projects and the World Bank PPP Legal Framework guidance.
2. Scope of the PPP Act — What Projects Does It Cover?
The PPP Act applies to all contracts entered into between a private sector party and a contracting entity to implement a partnership project, regardless of the type, form, or nature of the activity. This intentionally broad scope means the law covers infrastructure across all key sectors:
| Sector | Example PPP Applications | Abdeen&Co. Practice Area |
|---|---|---|
| Energy & Power | Solar/wind generation, national grid expansion, petroleum infrastructure | Project Finance & Development |
| Transport & Logistics | Red Sea port development, roads, bridges, railways, airports | Project Finance & Development |
| Agriculture & Irrigation | Irrigation canals, agri-processing plants, food storage facilities | Commercial Transactions |
| Water & Sanitation | Water treatment, distribution networks, wastewater infrastructure | Project Finance & Development |
| Telecommunications | National broadband rollout, telecoms tower networks | Commercial Transactions |
| Health & Education | Hospital construction and management, school infrastructure programmes | Corporate Services |
| Mining & Natural Resources | Mining infrastructure, resource processing facilities | Project Finance & Development |
| Construction & Engineering | Public buildings, housing, urban infrastructure development | Project Finance & Development |
A partnership is defined under the PPP Act as a long-term contract between a contracting entity and a private sector party for the purpose of developing or managing public assets or services, in which the private party bears the higher percentage of risk relating to financing, managing, and maintenance — and where the private party’s financial returns are linked to performance level and the size of demand. This risk-allocation structure is fundamental to the legal character of a PPP under Sudanese law.
3. Core Principles of the Sudan PPP Framework
The PPP Act requires that all partnership projects be executed in accordance with the following five principles. These principles also govern how disputes are assessed and how the Grievances Committee evaluates complaints:
- Justice: all private sector competitors must be treated objectively on an equivalent and neutral basis — no preferential treatment
- Transparency: conflicts of interest must be avoided; the private sector, government entities, and the public are entitled to obtain information on partnership projects at all stages, without prejudice to the public interest
- Respecting contractual obligations: PPP contracts govern the parties’ relationship — all obligations set out in the contract must be honoured
- Planning: partnership projects must be structured through scientific and organised methods, supported by feasibility studies
- Feasibility: projects must achieve both development purposes and commercial feasibility for the private sector — pure public-service projects without commercial viability do not qualify as PPPs
Legal insight — Abdeen&Co.: The transparency and feasibility principles have direct implications for how commercial transaction documents and bid submissions are structured. Our project finance team advises on aligning every bid document and feasibility study with these statutory principles to minimise the risk of challenge before the Grievances Committee.
4. Institutional Structure — The New PPP Bodies
(A) The Supreme Council for Partnership (the Council)
The PPP Act provides for the establishment of a Supreme Council for Partnership between the Public Sector and Private Sector, to be established by a Decree from the Council of Ministers on recommendation of the Minister of Finance. The Council is presided over by the Prime Minister. Its key powers include:
- Providing funds incumbent on the State to guarantee performance of its financial obligations under partnership contracts
- Approving the draft budget and final accounts of the Central Unit, and its financial and administrative structures
- Approving studies and proposals for partnership projects and authorising them to proceed to bidding
Status as at June 2026: The Supreme Council for Partnership has not yet been formally established. This means the approval pathway for PPP projects — which requires Council confirmation — is not yet fully operational. Investors should confirm the current institutional status with Abdeen&Co. before committing to a PPP tender or project development.
(B) The Central Unit for Partnership (the Central Unit)
The Central Unit for Partnership between the Public and Private Sector is subordinated to and under the direct supervision of the Ministry of Finance and Economic Planning, with an independent budget. It functions as the operational hub of the PPP framework. Its powers include:
- Conducting research and setting training plans in the field of PPP contracts
- Promoting partnership projects and raising community awareness of the PPP programme
- Communicating with local and foreign private sector parties for consultation on PPP projects
- Reviewing and approving all PPP project proposals from government entities before they proceed
- Participating in tender committees for each PPP project, alongside technical, financial, and legal experts
Status as at June 2026: The Central Unit has also not yet been established. Additionally, the PPP Regulation — the subsidiary legislation that sets out detailed procedures, qualification standards, bid methods, and capital requirements for project companies — has not yet been issued. Several provisions of the Act are contingent on this Regulation.
5. The PPP Bidding Process — From Project Initiation to Award
Project Initiation
Both government entities and private sector parties may propose PPP projects. A government entity wishing to propose a project must apply to the Central Unit, supported by an initial feasibility study. A Project Committee — composed of technical, financial, and legal experts — is then established for each project to prepare a comprehensive feasibility study covering technical, economic, environmental, marketing, social, legal, and financial aspects.
Bid Methods
Partnership projects may be offered for bid through one of the following five methods under the PPP Act:
| Bid Method | Description | When Used |
|---|---|---|
| Open Competition (1-Phase) | Single-stage open tender open to all qualified bidders | Standard infrastructure projects with clear specifications |
| Two-Phase Competition | Pre-qualification followed by restricted invitation to qualified bidders | Complex or high-value projects requiring financial/technical pre-screening |
| Limited Competition | Direct invitation to a restricted list of pre-selected parties | Specialised projects with limited qualified market participants |
| Competitive Discussion | Structured dialogue with qualified bidders before final bid submission | Innovative or complex projects where specifications need development |
| Other Methods | Any other method prescribed by the PPP Regulation or approved by the Council | Emerging categories; Regulation not yet issued |
Key requirement — Performance Guarantee: The winning bidder must submit a final performance guarantee not exceeding 10% of the partnership contract value within 30 working days from the date of the award notification. The contracting entity may, with Central Unit approval, extend this deadline.
Project Company Requirement
The winning bidder must establish a Project Company whose sole purpose is implementing the partnership project. The type and capital of the project company are determined by the PPP Regulation (not yet issued). Exceptionally, if the winning bidder can demonstrate sufficient financial and technical capacity, the Council may waive the project company requirement. This is a critical point for corporate services planning — the project company structure must be correctly designed from the outset to comply with Sudanese company registration requirements under the Companies Act 2015.
6. PPP Contract Models — BOT, BOOT & Beyond
The PPP Act expressly recognises the following partnership contract models, which form the structural backbone of any PPP transaction in Sudan:
| Contract Model | Full Name | How It Works | Private Sector Obligation |
|---|---|---|---|
| BOT | Build-Operate-Transfer | Private party designs, finances, builds, operates, and maintains the asset; transfers ownership on expiry | Finance + Build + Operate + Maintain → Transfer to Government |
| BOOT | Build-Own-Operate-Transfer | Private party designs, finances, builds, operates, commercially usufructs, and maintains; then assigns and transfers ownership on expiry | Finance + Build + Own commercially + Operate → Transfer |
| O&M | Operation & Maintenance | Private party operates and maintains an existing public asset under contract | No construction; performance-linked operations only |
| Custom | Council-approved hybrid models | Any other PPP model approved by the Council on recommendation of the Central Unit | Varies per project specification |
For investors working on energy, mining, or infrastructure transactions in Sudan, the BOOT model is particularly significant — it allows the private party to commercially exploit the asset (generating revenue through user fees, tolls, or offtake agreements) throughout the contract term before transferring the asset to the government on expiry. The maximum partnership contract term is 40 years — giving investors the long-term horizon necessary to recover capital and generate returns on major infrastructure projects.
7. What Must a PPP Contract Cover? Key Provisions
Every partnership contract under the PPP Act must include, at minimum, the following provisions:
- Identification of the contracting parties and their details
- The nature and scope of works or services — including performance standards and KPIs
- Mutual financial obligations — financing arrangements, revenue-sharing, refinancing provisions
- Duration of the partnership (not to exceed 40 years)
- Control and supervision rights of the contracting entity — including site access rights for government agents at any time
- Reporting obligations of the project company — regular performance reports to the contracting entity and Central Unit
- Asset protection provisions — assets used in the project may not be seized without written permission from the Council
- Compliance obligations — all Sudanese laws, regulations, health & safety standards, and environmental requirements
Abdeen&Co. advisory: The asset protection provision — which prohibits seizure of project assets without Council consent — is a critical investor protection. However, project assets remain subject to Sudanese law, and dispute resolution defaults to Sudanese courts (not international arbitration) for partnership contract disputes. This makes careful upfront commercial transaction structuring — including governing law clauses and any applicable BIT protections — critical for foreign investors.
8. Dispute Resolution Under the Sudan PPP Law
The PPP Act contains specific provisions on dispute resolution that all investors must understand before entering a PPP transaction in Sudan:
Partnership Contract Disputes
Partnership contracts are expressly stated to be subject to Sudanese law, and the Sudanese courts are the competent forum for disputes arising from partnership contracts. Unlike many international PPP frameworks — which permit parties to elect international arbitration — the PPP Act currently defaults to Sudanese courts for contract-level disputes.
Investor alert: The default to Sudanese courts means that foreign investors cannot automatically rely on international arbitration for PPP contract disputes. However, Bilateral Investment Treaty (BIT) protections between Sudan and an investor’s home state may provide an independent route to ICSID or UNCITRAL arbitration for treaty-based claims (expropriation, fair and equitable treatment, etc.). Abdeen&Co.’s public international law team advises on BIT-based protections alongside domestic contract structuring.
Bid & Award Grievances — The Independent Complaints Committee
For disputes arising from the bidding and award process — rather than the contract itself — the PPP Act establishes an independent Committee for Consideration and Adjudication of Complaints and Grievances of Partnership Projects. This committee:
- Is constituted by the Supreme Council for Partnership
- Is competent to consider complaints, objections, and grievances related to the bidding and award of PPP projects
- Issues decisions that are final and not subject to appeal
This makes the pre-bid legal review process especially important — once the Grievances Committee rules, that decision is binding. Abdeen&Co. advises bidders on qualifying documentation, bid compliance, and any challenges to the bid evaluation process before the committee.
9. Investor Protections & Key Considerations
| Protection / Consideration | What the PPP Act Provides | Abdeen&Co. Advisory |
|---|---|---|
| Asset protection | Project assets cannot be seized without written permission from the Council | Ensure asset schedule is precisely defined in the contract |
| Revenue linkage | Private party’s financial returns are linked to performance level and demand — not guaranteed fixed fees | Structure revenue model carefully in the feasibility stage |
| 40-year maximum term | Parties may agree a contract term up to 40 years | Long enough for most BOT/BOOT infrastructure recoveries |
| Unsolicited proposals | Private sector may propose PPP projects to the Central Unit directly | Strategic first-mover advantage for well-prepared investors |
| Performance guarantee | 10% of contract value within 30 working days of award notification | Factor into financial modelling and bonding arrangements |
| No international arb. | Contract disputes go to Sudanese courts by default | Rely on BIT protections for treaty-based claims; structure governing law carefully |
| Consortium bidding | Consortia may participate in bids unless prohibited by bid documents | Structure consortium agreements with Abdeen&Co. before submission |
| Sanctions compliance | Not addressed in PPP Act — separate obligations under international sanctions regimes | Mandatory pre-registration sanctions review (see Investment Act 2021) |
10. How Abdeen&Co. Advises on Sudan PPP Transactions
Abdeen&Co.’s Project Finance & Development team provides end-to-end legal support across all stages of a PPP transaction in Sudan:
- Pre-bid advisory: sanctions compliance review, BIT analysis, project structure selection (BOT/BOOT/O&M), consortium agreement drafting
- Feasibility stage: legal components of the comprehensive feasibility study, regulatory licence identification, environmental law compliance framework
- Bid documentation: qualification document preparation, bid submission compliance review, performance guarantee structuring
- Project company formation: company registration under the Companies Act 2015, shareholder agreements, governance documentation
- Contract negotiation: review and negotiation of the partnership contract, revenue-sharing model, performance KPIs, refinancing provisions, asset schedules
- Regulatory approvals: sector-specific licensing from the relevant regulator (energy, telecoms, mining, banking, etc.)
- Dispute resolution: Grievances Committee representation, Sudanese court litigation, BIT-based international arbitration under ICC, UNCITRAL, ICSID rules
- Post-award compliance: ongoing regulatory reporting, Central Unit communications, contract performance monitoring
For investors operating across both Sudan and the UAE — including those structuring PPP project companies through the Ras Al Khaimah Free Zone (RAKEZ) or the DIFC (where Abdeen&Co. is a registered legal practitioner) — we offer dual-jurisdiction advisory that coordinates Sudanese project law with UAE holding structures and international financing arrangements. Read more about our firm’s cross-border project finance experience. Our registered clients include some of Sudan’s largest industrial groups: Kenana Sugar Company, Rida Mining Group, Warm Seas Petroleum, and Empower Renewable Energy — all sectors where PPP law applies directly.
Frequently Asked Questions
Q: What is Sudan’s PPP Law No. 10 of 2021?
Sudan’s Public Private Partnership Law No. 10 of 2021 is the country’s first standalone legal framework governing public-private partnerships. Published in the Sudan Official Gazette on 12 May 2021, it applies to all contracts between government entities and private sector parties for the development or management of public assets or services where the private party bears the higher proportion of risk. It establishes the Supreme Council for Partnership, the Central Unit for Partnership, a structured bidding process, and BOT/BOOT contract models with terms of up to 40 years.
Q: What PPP contract models are available under Sudan’s PPP law?
Sudan’s PPP Law No. 10 of 2021 recognises Build-Operate-Transfer (BOT), Build-Own-Operate-Transfer (BOOT), Operation and Maintenance (O&M) contracts, and any other model approved by the Supreme Council for Partnership. The BOOT model allows the private party to commercially exploit the asset for up to 40 years before transferring it to the government. BOT requires the private party to finance, build, operate, and transfer the asset.
Q: Can a foreign company bid on PPP projects in Sudan?
Yes. Sudan’s PPP Law No. 10 of 2021 defines the private sector as any legal person — whether national or foreign — with the financial and technical capabilities to enter into a partnership with a government entity, provided that it is not fully owned by the public sector. Foreign companies and consortia are therefore eligible to bid on PPP projects in Sudan. Certain sector-specific ownership restrictions may apply, and foreign investors should conduct a sanctions compliance review before bidding.
Q: How are disputes resolved under Sudan’s PPP law?
Partnership contract disputes under Sudan’s PPP Law are subject to Sudanese law and the competence of Sudanese courts. There is no automatic right to international arbitration under the PPP contract. For bid and award grievances, the PPP Act establishes an independent Grievances Committee whose decisions are final. Foreign investors may, however, have access to international arbitration under applicable Bilateral Investment Treaties (BITs) for treaty-based claims.
Q: What is the maximum term for a PPP contract in Sudan?
Under Sudan’s Public Private Partnership Law No. 10 of 2021, partnership contract terms must be agreed between the parties for a period not exceeding 40 years. This term is intended to allow the private party sufficient time to recover its investment and generate a reasonable return before transferring the asset to the government contracting entity.
Q: What is the Supreme Council for Partnership under Sudan’s PPP law?
The Supreme Council for Partnership between the Public Sector and Private Sector is the highest decision-making body established under Sudan’s PPP Law No. 10 of 2021. It is presided over by the Prime Minister and established by a Decree of the Council of Ministers. Its responsibilities include approving PPP projects for bidding, guaranteeing the State’s financial obligations under partnership contracts, and constituting the independent Grievances Committee for bid disputes. As at June 2026, the Council has not yet been formally established.
Q: Can private companies propose PPP projects in Sudan?
Yes. Sudan’s PPP Law No. 10 of 2021 expressly provides for unsolicited proposals — private sector entities may propose PPP projects directly to the Central Unit for consideration. The proposal must be supported by an initial feasibility study prepared in accordance with the PPP Regulation (not yet issued as at June 2026). This first-mover mechanism offers strategic opportunities for investors with specific project ideas for Sudanese infrastructure.
Q: What is a ‘Project Company’ under Sudan’s PPP law?
Under Sudan’s PPP Law No. 10 of 2021, the winning bidder in a PPP procurement process is required to establish a Project Company — a separate legal entity with the sole purpose of implementing the partnership project. The project company must be incorporated in Sudan under the Companies Act 2015. The type and minimum capital of the project company are to be determined by the PPP Regulation. In exceptional cases, the Supreme Council may waive the project company requirement if the bidder demonstrates sufficient capacity.
