The Democratic Republic of the Congo holds a strategic position in the African and global mining industry owing to the scale and diversity of its natural resources, including copper, cobalt, gold, diamonds, tin, tantalum, tungsten, lithium and other minerals of major importance to modern industry and the energy transition.
In an environment that offers significant opportunities while imposing specific legal, regulatory, tax, environmental and institutional requirements, Paton&Partners advises investors, mining companies, holders of mining rights, traders, subcontractors, financial partners and other stakeholders on the design, protection and development of their mining activities in the Democratic Republic of the Congo.
Our mining law practice
Our work covers every stage of a mining project, from its initial legal structuring through to production and the sale of mineral products. The Firm advises clients on the interpretation and application of Congolese mining legislation, in particular the Mining Code of the Democratic Republic of the Congo and its implementing regulations, together with the related rules of company law, taxation, environmental law, land law, employment law, investment law, subcontracting and trade.
Our aim is to enable every operator to place its investment within a legally secure framework that complies with the requirements of the Congolese State and is consistent with the economic and financial imperatives of the project.
Mining titles and rights
The Firm provides legal assistance with the grant, maintenance, conversion, renewal, transfer and leasing (amodiation) of mining and quarry rights and, more generally, with all transactions involving such rights.
We assist clients with procedures relating to exploration and mining permits and quarry rights, with filings before the Mining Cadastre (CAMI) and the competent authorities, and with audits of the validity and legal status of titles considered for an acquisition, partnership or investment.
Particular attention is paid to mining due diligence, which is essential before any equity investment, asset acquisition or partnership relating to a mining project.
Mining investments, acquisitions and joint ventures
Mining investment requires a legal structure suited to the scale of the capital committed and the long duration of projects. The Firm advises Congolese and foreign investors on the incorporation of project companies, acquisitions and disposals of interests, joint ventures, strategic partnerships, equity investments, investment agreements and financing transactions in the extractive sector.
We also negotiate and draft shareholders’ agreements, partnership agreements, joint venture agreements, financing agreements, confidentiality agreements, memoranda of understanding, option agreements, transfer agreements and other instruments required to complete a mining transaction.
Each transaction is analysed to identify the legal, regulatory, tax, contractual and institutional risks that could affect the investment.
Mining contracts and operations
The Firm drafts, reviews, negotiates and secures the contracts that make up the mining value chain: operating agreements, subcontracting, supply and service contracts, transport and logistics contracts, partnership agreements, purchase and sale agreements for mineral products, offtake agreements and other commercial agreements relating to extractive activities.
Our approach is to anticipate the difficulties that may arise during performance and to put in place appropriate mechanisms for investment protection, allocation of liability, guarantees, dispute resolution and contractual exit.
Gold, diamonds and precious minerals
The Firm also assists operators in the gold, diamond and other precious mineral sectors, from lawfully authorised mining and sourcing operations through to trading and export.
Our assistance covers the applicable legal framework, documentary compliance, traceability and lawful origin of products, contractual relationships between miners, traders, buying houses, processing entities and commercial partners, and the administrative requirements governing exports.
In these particularly sensitive sectors, we place essential emphasis on compliance, the traceability of transactions and the prevention of legal and reputational risk.
Tax, customs and regulatory compliance
Mining activities are subject to a body of tax, customs, quasi-tax and administrative obligations, and mastering them is a decisive factor in the security of an investment.
Working where necessary with the relevant specialist advisers, the Firm assists clients with the legal analysis of the regime applicable to their operations and in their dealings with the competent authorities and bodies.
We also advise on regulatory compliance, governance, anti-corruption, the prevention of conflicts of interest, due diligence on business partners and the implementation of internal risk-management mechanisms.
Subcontracting in the mining sector
Subcontracting is now an important feature of the regulatory environment for mining activities in the Democratic Republic of the Congo.
The Firm advises principal contractors, mining companies, subcontractors and investors on structuring their contractual relationships, assessing eligibility requirements, ensuring that their operations comply with the applicable regulations and preventing disputes arising from the performance of subcontracts.
Mining disputes and dispute resolution
When a dispute arises, the Firm defends its clients’ interests before the competent courts and authorities and assists them in negotiation, mediation, conciliation and, depending on the nature of the matter and the applicable agreements, arbitration.
Our work may concern disputes relating to mining titles, contracts, partnerships, investments, shareholder relations, commercial claims, administrative measures or transactions involving mineral products.
Where our clients’ interests allow, we favour a strategic approach aimed at preventing litigation or reaching a negotiated solution before a dispute durably jeopardises the project.
Support for foreign investors in the DRC
Investing in the Congolese mining sector requires an understanding not only of the applicable legislation but also of the institutional and operational environment in which the project must develop.
Paton&Partners assists foreign investors from the first discussions on a project through to its effective establishment in the Democratic Republic of the Congo: preliminary legal analysis, due diligence, investment structuring, company formation, negotiation with local partners, contractual protection, administrative support and ongoing legal follow-up of operations.
Our ambition is to offer investors a legal counterpart able to grasp their project as a whole and to support them over the long term as they develop their activities in the DRC.
Our approach
- Understand the project
- Identify the risks
- Secure the investment
- Defend the client’s interests
In mining matters, the quality of legal advice is measured as much by its ability to anticipate difficulties as by its ability to resolve them. Our approach is therefore built on legal rigour, confidentiality, knowledge of the Congolese environment, an understanding of economic imperatives and the search for practical solutions.
Firm insight · Mining LawSecuring mining investments and operations in the DRCRead the insight
Your project
Do you have a mining project in the DRC?
Whether you are considering exploration, the acquisition of mining titles or assets, an equity investment, a joint venture, a financing, an operating or subcontracting agreement, a transaction involving gold or diamonds, or are facing a mining dispute, the Firm will review your project and propose tailored legal support.
