Morocco’s mining sector introduced comprehensive environmental, social, and governance requirements during the International Mining Congress (IMC Morocco 2025) held in Marrakech from November 24-26, 2025. Minister of Energy Transition Leila Benali unveiled the OTC Corridor framework, establishing mandatory traceability and sustainability standards for critical minerals supply chains.
Foreign investors considering mining acquisitions or joint ventures in Morocco must now conduct enhanced due diligence covering ESG compliance, supply chain transparency, and regulatory alignment with international standards. These requirements affect transaction structuring, valuation, and post-acquisition integration planning.
Morocco Mining Investment 2025
Morocco Mining Investment 2025
Morocco Mining Investment 2025
Morocco Mining Investment 2025
Morocco Mining Investment 2025
Morocco Mining Investment 2025
Morocco Mining Investment 2025
Morocco Mining Investment 2025
Morocco Mining Investment 2025
Morocco Mining Investment 2025
Morocco Mining Investment 2025
Legal Context: Morocco’s Mining Regulatory Framework
Morocco’s mining sector operates under Law No. 33-13 relating to mines, enacted in 2015. This law established the legal framework for exploration permits, exploitation concessions, and environmental obligations. The law requires mining operators to obtain environmental impact assessments and comply with safety standards set by the Ministry of Energy Transition and Sustainable Development.
The 2015 law created three categories of mining rights:
Exploration Permits: Valid for three years, renewable twice for two-year periods. Permit holders have exclusive rights to explore designated areas and priority to obtain exploitation concessions.
Exploitation Concessions: Granted for up to 75 years for most minerals. Concession holders must begin production within specified timeframes and maintain continuous operations.
Quarry Authorizations: Granted for construction materials extraction, subject to separate regulatory requirements.
The Ministry maintains a public register of all mining titles. Due diligence must verify the validity, scope, and compliance status of any mining rights included in acquisition targets.
OTC Corridor Framework: New Compliance Requirements
The OTC Corridor framework introduced at IMC Morocco 2025 establishes four core requirements for mining operations:
Digital Traceability Systems
Mining companies must implement digital tracking of mineral extraction, processing, and export. The framework requires:
- Origin certification for extracted minerals
- Processing location documentation
- Export destination tracking
- Chain of custody records maintained for seven years
Companies must integrate their traceability systems with government databases managed by the Ministry of Energy Transition. Non-compliance may result in export license suspension.
Environmental Management Standards
The framework mandates specific environmental performance criteria:
Water Management: Mining operations must demonstrate water use efficiency and implement recycling systems. Companies in water-stressed regions face additional scrutiny. Water permits under Law No. 36-15 on water require separate applications and ongoing compliance monitoring.
Waste Management: Tailings storage facilities must meet engineering standards specified in technical regulations. Companies must maintain financial guarantees for site rehabilitation.
Emissions Monitoring: Operations must install continuous emissions monitoring systems and report data quarterly to environmental authorities.
Labor and Community Standards
Mining companies must document compliance with:
- Moroccan Labor Code requirements for employment contracts, working conditions, and safety
- Skills development programs for local workforce
- Community consultation procedures before project expansion
- Local procurement commitments
The framework requires annual reporting on local employment percentages and training investments.
Supply Chain Due Diligence
Companies must conduct due diligence on all supply chain partners to verify:
- Legal status and tax compliance
- Labor standards compliance
- Environmental permits
- Anti-corruption policies
This requirement extends to subcontractors, transport providers, and processing facilities.
Need legal support for mining transaction due diligence? Our corporate team reviews mining titles, environmental compliance, and ESG risks in acquisition targets. Contact Cabinet Lafrouji Avocats at +212 (5) 22 47 55 29.
Critical Minerals: Morocco’s Strategic Position
Morocco holds significant reserves of minerals essential for energy transition technologies:
Phosphates: Morocco controls approximately 70% of global phosphate reserves. The state-owned OCP Group dominates production and export. Private investment opportunities exist in downstream processing and specialty phosphate products.
Cobalt: Morocco has identified cobalt deposits in the Anti-Atlas region. Cobalt demand for battery production continues growing, creating exploration and development opportunities.
Rare Earth Elements: The country has initiated exploration programs for rare earth deposits. Current production remains limited, but the government has prioritized rare earth development in its mining strategy.
Manganese and Zinc: Existing operations produce these minerals for industrial applications. Expansion projects require environmental assessments and community engagement.
The government’s strategic minerals policy aims to develop local processing capacity. Companies investing in processing facilities may qualify for incentives under the Investment Charter (Law No. 03-22).
Legal Due Diligence Requirements for Mining Acquisitions
Acquisitions of mining companies or assets require comprehensive legal review:
Mining Title Verification
Legal counsel must verify:
- Validity of exploration permits or exploitation concessions
- Compliance with minimum work requirements
- Payment of annual surface fees
- Registration of title transfers with the Ministry
Mining titles remain subject to forfeiture if holders fail to meet production obligations or pay required fees. Buyers should confirm no outstanding violations exist.
Environmental Compliance Assessment
Due diligence must examine:
Environmental Impact Assessments: Verify approval of required EIAs under Law No. 12-03 on environmental impact studies. Operations starting before this law’s enactment may have limited EIA documentation.
Environmental Permits: Confirm validity of air emissions permits, water discharge authorizations, and waste management approvals.
Site Rehabilitation Obligations: Review financial guarantees deposited with authorities for mine closure and site rehabilitation. Inadequate guarantees create post-acquisition liabilities.
Environmental Liabilities: Assess historical contamination, pending environmental violations, and remediation costs. Sellers rarely provide comprehensive environmental warranties.
Corporate and Tax Compliance
Mining companies must maintain current status on:
- Corporate registration and annual filings with the Commercial Registry
- Tax declarations and payment of corporate income tax, value-added tax, and withholding taxes
- Social security contributions for employees
- Annual mining royalties (variable rates based on mineral type)
Tax authorities have increased scrutiny of mining sector transfer pricing, particularly for sales to foreign affiliates. Buyers should review intercompany pricing policies during due diligence.
Land Rights and Surface Access
Mining titles grant subsurface mineral rights but not automatic surface access. Companies must negotiate surface rights agreements with landowners. Due diligence should verify:
- Existence of valid surface access agreements
- Compensation arrangements with landowners
- Community agreements for access roads and infrastructure
- Resolution of any land disputes
Unresolved surface access issues can delay operations and increase project costs significantly.
Competition Council Review Requirements
Mining sector mergers and acquisitions require notification to Morocco’s Competition Council (Conseil de la Concurrence) if transactions exceed statutory thresholds:
- Combined worldwide turnover exceeds MAD 750 million, OR
- Morocco turnover of at least two parties exceeds MAD 250 million each
The Competition Council examines market concentration in relevant geographic and product markets. Mining sector transactions receive particular scrutiny due to strategic importance.
Filing fees equal 0.1% of transaction value, with minimum MAD 20,000 and maximum MAD 150,000. Review periods are:
- Phase I: 60 days from complete filing
- Phase II: Additional period if competition concerns arise
Completing transactions before Competition Council approval constitutes “gun-jumping” and triggers penalties up to MAD 11.67 million, as demonstrated in recent enforcement actions.
ESG Reporting Requirements for Mining Companies
Mining companies must prepare annual sustainability reports addressing:
Environmental Performance:
- Greenhouse gas emissions by source
- Water consumption and recycling rates
- Waste generation and disposal methods
- Biodiversity impact mitigation measures
Social Performance:
- Workforce demographics and local employment percentages
- Occupational health and safety statistics
- Training investments and skills development programs
- Community investment activities
Governance Practices:
- Board composition and independence
- Anti-corruption policies and training
- Whistleblower mechanisms
- Supply chain due diligence procedures
International investors increasingly require ESG reporting aligned with Global Reporting Initiative (GRI) standards or similar frameworks. Companies seeking international financing should implement comprehensive ESG management systems.
Foreign Investment Structures for Mining Projects
Foreign investors can structure mining investments through:
Wholly-Owned Subsidiaries: Moroccan corporate law permits 100% foreign ownership of mining companies. This structure provides full operational control but excludes access to certain government incentives reserved for joint ventures.
Joint Ventures with Local Partners: The government encourages partnerships between foreign investors and Moroccan companies. Joint ventures may facilitate regulatory approvals and community relations.
Acquisition of Existing Mining Rights: Purchasing companies with valid mining titles accelerates project development but requires thorough due diligence on title validity and compliance status.
All structures require registration with the Moroccan Investment and Export Development Agency (AMDIE) to access investment incentives.
Investment Incentives for Mining Sector
Mining projects may qualify for incentives under the Investment Charter:
Tax Benefits:
- Five-year corporate income tax exemption for new projects
- Reduced tax rates in designated regions
- VAT exemption on imported mining equipment
Customs Duties:
- Exemption from import duties on equipment not manufactured in Morocco
- Temporary admission regime for exploration equipment
Incentive eligibility requires written agreement with the Investment Commission. Companies should negotiate incentive terms before project commitment.
Risk Management for Mining Investments
Mining investments in Morocco face several legal and regulatory risks:
Regulatory Changes: Mining law amendments can affect existing operations. Recent discussions have addressed royalty rate increases and local processing requirements.
Community Opposition: Projects may face local resistance over environmental concerns or compensation disputes. Early community engagement reduces conflict risk.
Infrastructure Limitations: Remote mining locations may lack adequate road, water, or power infrastructure. Companies must budget for infrastructure development costs.
Currency Restrictions: Morocco’s foreign exchange regulations require Central Bank approval for certain transactions. Mining companies should structure financing to minimize currency conversion requirements.
Secure Your Mining Investment with Comprehensive Legal Due Diligence
Mining sector acquisitions and development projects require specialized legal expertise covering mining law, environmental compliance, corporate structuring, and regulatory approvals. ESG requirements add complexity to transaction due diligence and post-closing integration.
Cabinet Lafrouji Avocats provides mining sector legal services including:
- Acquisition due diligence: Comprehensive review of mining titles, environmental compliance, and corporate status for target companies
- Mining permit applications: Preparation and submission of exploration permit and exploitation concession applications
- Environmental compliance: Assistance with environmental impact assessments and permit applications
- Joint venture agreements: Negotiation and drafting of shareholder agreements for mining partnerships
- Competition Council filings: Preparation and representation for merger control notifications
- ESG compliance: Development of ESG policies and reporting systems meeting international standards
Our firm has represented international mining companies, exploration firms, and industrial minerals producers in Morocco across transactions and regulatory matters.
Contact us to discuss your mining investment project:
Cabinet Lafrouji Avocats
64 rue Taha Houssein
20000 Casablanca – Maroc
Telephone: +212 (5) 22 47 55 29
Email: contact@lafroujiavocats.com
Disclaimer: This article provides general information about Morocco’s mining sector regulations and does not constitute legal advice. Companies should consult qualified legal counsel regarding specific mining investment projects and compliance obligations.
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