GABON Law and Practice Contributed by: Jean-Pierre Bozec, Project Lawyers
does not generally distinguish between national and foreign investors, meaning that the obligations apply equally to all mining companies operating in the coun - try. 4.2 Tax Incentives for Mining Investors and Projects To encourage local content and domestic process - ing of mineral resources, the Gabonese Mining Code provides that the export of certain processed minerals is exempt from proportional mining royalties. Mining conventions may also include additional tax incen - tives, such as reductions in export duties, which in any case are capped at 1%. Tax stabilisation agreements are available under these mining conventions. Except for small-scale mining operations, these stabilisation agreements are ini - tially granted for a period of ten years. For ongoing operations, the duration of the tax stability guarantee is aligned with the remaining term of the permit upon renewal, ensuring predictable fiscal conditions for investors over the life of their projects. Also, additional tax incentives for “critical mining pro - jects” can be subject to negotiation under mining con - ventions, but require approval by Parliament. 4.3 Transfer Tax and Capital Gains on the Sale of Mining Projects Gabon does not impose a mining-specific capital gains tax separate from the general corporate tax regime; all transfers and assignments of mining titles are strictly governed by the Mining Code and the General Tax Code. In Gabon, the transfer or sale of a mining project is governed by the Mining Code (par - ticularly Articles 193–195), which provides that any allocation, renewal, transformation, lease, transfer or assignment of mining authorisations and titles is sub - ject to the payment of fixed fees. These fees must be paid in a single instalment prior to the issuance of the relevant administrative act, and their amount is determined according to the title cat - egory and the nature of the act (allocation, renewal or transfer). For example, the transfer of a large- or small-scale mining exploitation permit is subject to a fee equal to 15% of the transaction value according to
Article 195 of the Mining Code. Furthermore, pursuant to Article 23, paragraph 6 of the General Tax Code, the selling company is liable for a withholding tax of 20% on the capital gain realised from the sale. Additionally, the transfer of shares in a company that holds a mining project must be registered with the Gabonese tax authorities, in accordance with Article 583 of the General Tax Code, and is subject to a pro - portional tax of 3% of the sale price. These provisions apply regardless of the mode of transfer, including when the transaction is conducted through compa - nies or structures located outside Gabon, provided that the mining titles or underlying assets are located in the country. The competent mining authority must also approve the transfer, in accordance with legal procedures, ensuring state oversight and the collection of the fixed fees and taxes associated with the transfer. 5. Mining Investment and Finance 5.1 Attracting Investment for Mining See 4.2 Tax Incentives for Mining Investors and Pro- jects . 5.2 Foreign Investment Restrictions and Approvals in the Exploration and Mining Sectors Under Regulation No 2/18/CEMAC/UMAC/CM of 2018, governing foreign exchange in the Central Afri - can Economic and Monetary Community (CEMAC), foreign direct investment must be declared to both the Central Bank and the minister in charge of currency and credit at least 30 days before the realisation of the investment. In addition, when a non-Gabonese company, a for - eign individual or a Gabonese national residing abroad acquires, directly or indirectly, control over a company registered in Gabon, or when it acquires all or part of a branch of activity of such a company, prior authorisa - tion from the minister responsible for the economy is required pursuant to Decree No 0673/PR/MECIT of 15 May 2011, which implements the Investment Charter on Foreign Direct Investment in Gabon, in accordance
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