Mining rights in Zambia are valuable assets, and they are often sold, brought into joint ventures or used as security for finance. The Minerals Regulation Commission Act No. 14 of 2024, in force since 13 June 2025, controls these dealings closely. A transfer or a change of control that is not approved can cost the holder the licence. This guide explains the approvals required. For the licences themselves, see our guide to mining and exploration licences in Zambia.
Direct transfers need Commission approval
Law cited
Minerals Regulation Commission Act No. 14 of 2024 (in force 13 June 2025): disqualification (section 12); transfer of a mining right or mineral processing licence (section 46); transfer of control of a company (section 47).
Under section 46 of the Act, no one may transfer, assign, encumber or otherwise deal with a mining right or mineral processing licence, or an interest in one, without the approval of the Minerals Regulation Commission and the production of a tax clearance certificate from the Commissioner-General. That covers outright sales, assignments of part of an interest and using the right as security.
How the application works
- The holder, or the person with an interest, applies to the Commission in the prescribed form and pays the prescribed fee.
- The application must include the same details about the transferee as would be needed if the transferee were applying for the right itself.
- The Commission must approve the transfer within thirty days of receiving the application, unless the transferee is disqualified from holding a mining or non-mining right under the Act.
Because the transferee is assessed as if it were an applicant, the ownership and eligibility rules apply to it. A transferee company must, for example, be incorporated under the Companies Act, 2017, have a registered office in Zambia and hold a valid tax clearance certificate, and the citizen-participation rules for artisanal and small-scale rights must still be met.
The transferee takes on the obligations
On transfer, the transferee assumes all the rights, liabilities and duties of the transferor under the right for its unexpired period. A buyer should therefore check compliance with licence conditions, environmental obligations and payments before completing.
Changes of control need approval too
Section 47 applies where the right stays with the same company but ownership of that company changes. A holder of a mining right or mineral processing licence must not, without the Commission’s prior written approval, register a transfer of shares, or enter into an agreement, that would give a person control of the company. A person is deemed to have control if, alone or with a nominee, they hold fifty per cent or more of the company’s equity shares, or can appoint or block the appointment of half or more of the directors.
The Commission may ask for information, must not unreasonably withhold approval and must approve or reject the application within forty-five days.
Indirect transfers
Section 47 is framed around the licence-holding company registering share transfers or entering into control agreements. Whether, and how, a change of ownership further up a corporate group is caught should be assessed for each transaction, and the Commission’s position checked before signing.
Dealing without approval
The Commission must revoke a mining right or mineral processing licence that is transferred, assigned, encumbered or otherwise dealt with contrary to the Act. Approval should therefore be a condition of any sale, joint venture or financing, and nothing should complete until it is obtained. Tax consequences of a transfer should be checked separately with tax advisers.
Frequently asked questions
Can a mining licence be sold in Zambia?
Yes, but only with the approval of the Minerals Regulation Commission and a tax clearance certificate. The buyer must be eligible to hold the right.
Does a share sale need approval?
A share transfer or agreement that would give a person control of a licence-holding company, generally fifty per cent of the equity or the power to appoint half the board, needs the Commission’s prior written approval.
Who approves a transfer of a mining right?
The Minerals Regulation Commission. It must decide a transfer application within thirty days and a change-of-control application within forty-five days.
What happens if a right is transferred without approval?
The Commission must revoke a right that is dealt with contrary to the Act.
