Energy: Oil & Gas 2023 Comparisons

The state exclusively owns all the deposits and natural accumulations of hydrocarbons in the soil and subsoil of Côte d’Ivoire as well as its territorial sea, its exclusive economic zone and its continental shelf, whether discovered or not discovered (Article 2 of the Petroleum Code). No person, including the owner of the surface, may undertake any operation unless such person has been previously authorised in accordance with the provisions of the Petroleum Code (Article 4 of the Petroleum Code).

The Ministry of Mines, Petroleum and Energy is responsible for the implementation and monitoring of the government’s policy on mines, petroleum and electricity. In the field of hydrocarbons, the Ministry elaborates and monitors the legislation and regulations in the field of hydrocarbons. Its mission is also the development of the activities of exploration and exploitation of hydrocarbons as well as co-ordination of the supply and distribution of oil products. It also controls the conformity of the marketed oil and gas products to fight against fraud.

The General Directorate of Hydrocarbons (Direction Générale des Hydrocarbures or DGH) is one of the two Directorates of the Ministry of Mines, Petroleum and Energy. It is the government authority primarily responsible for the development and regulation of the oil and gas industry in Côte d’Ivoire. It is also mainly responsible for the research of hydrocarbon exploitation.

The Interdepartmental Petroleum Commission (Commission Interministerielle Pétroliere or CIP) oversees the technical review of applications for petroleum authorisations and petroleum contracts. In addition to its most important function, it must approve the lists of materials, chemical products and equipment that can benefit the exemptions prescribed by Article 79 of Law No 96-669 of 29 September 1996, on the Petroleum Code (exemption from all import duties and taxes, including value added tax (VAT)). CIP is also governed by Title XI of Decree No 96-733 of 19 September 1996, on the general application of the Petroleum Code.

Côte d’Ivoire has a national company, Petroci Holding (owned by the state (95%) and the employees (5%)) and its three subsidiaries: Petroci Exploration-Production, responsible for upstream hydrocarbon activities; Petroci-Gaz, responsible for development of the gas sector; and Petroci Industries-Services, responsible for all other related services.

In this respect, the state supervises and participates in the oil and gas industry through the national company, Petroci Holding and its subsidiaries. Oil and gas operations (onshore and offshore) are therefore undertaken directly mostly by the state itself, through Petroci or by companies or joint ventures that have entered a contract with the state for this purpose. The Petroleum Code grants the state the right to acquire an interest, directly or through state entities, in petroleum operations carried out under a petroleum contract, subject to the terms and conditions of the petroleum contract. The Petroleum Code does not provide for any further details or thresholds or minimum rates, but the state’s participation, through the state entity Petroci, is generally set between 10% and 15%.

The Société Ivoirienne de Raffinage (SIR), the only Ivoirian oil refinery, and its associated storage company, GESTOCI, sell refined oil. The market for petroleum products is not liberalised, so companies seeking to market petroleum in Côte d’Ivoire must do so through SIR and the Ministry of Petroleum, Energy and Renewable Energy.

The Petroleum Code and Legislation

Hydrocarbon is governed by Law No 96-669 of 29 August 1996, on the Petroleum Code (the “Petroleum Code”), as modified by Ordinance No 2012-369 of 18 April 2012 for all upstream, midstream and downstream operations. This law governs hydrocarbon prospecting authorisation, petroleum contract for hydrocarbon research and exploitation, hydrocarbon research and exploitation authorisation, as well as authorisation to transport hydrocarbons by pipeline, and customs tax and exchange regulations.

The following main legislation governs the Petroleum Code’s application as well as the types of authorisations and permits available.

• Decree No 96-733 of 19 September 1996, on the general application of the Petroleum Code, carrying out the general modalities of application of the law relating to the Petroleum Code; specifically, on authorisations (prospecting, exploration, etc), and petroleum contracts, and transportation by pipelines as well as technical and financial surveillance.
• Decree No 2005-04 of 6 January 2005, amending Decree No 65-203 of 17 June 1965, fixing the specifications of petroleum products (plus appendices).
• Ordinance No 2012-369 of 18 April 2012, amending Law No 96-669 of 29 August 1996, on the Petroleum Code.
• Ordinance No 2014-50 of 4 February 2014, fixing the tariff of the single specific tax (abbreviated as TSU), on petroleum products and allocating the proceeds of the TSU (ratified by Law No 2014-858).

The Petroleum Code is currently under revision but in its early stages without specification as to what will be changed.

Pooling and Unitisation Rules

Article 56 of the Petroleum Code provides that if a hydrocarbon deposit extends over several contractual perimeters allocated to separate holders, the latter may be required, where appropriate, to enter a so-called “unitisation agreement” in order to exploit the deposit under the best technical and economic conditions. This agreement and the joint exploitation plan must be submitted to the government.

This will be governed by commercial and contract law between the companies wanting to share the same exploitation on the same surface. The state is always a party to the contracts governing upstream, midstream and downstream operations. However, the Decree of Application prescribes that if multiple companies were to present an application for an authorisation, these companies must act jointly and severally for oil operations. They must provide proof of the joint and several nature of their action in a contractual document also defining the terms and conditions of execution of the petroleum operations. The application must designate which of the companies will act as operator within the meaning of Article 8 of the Petroleum Code (Article 10.2, Decree of Application). One of these companies can be from another domain rather than specifically petroleum.

Foreign private investments are allowed in Côte d’Ivoire. The contracts need authorisations from the state to carry out oil and gas activities. The terms of this authorisation are prescribed in a petroleum contract between the contractor and the state. The government has discretionary power to grant the authorisations and agree to the contracts.

Article 8 of the Petroleum Code prescribes two requirements. On one hand, foreign operators must justify a permanent establishment, through a local subsidiary for the whole duration of the Petroleum Contract or through a branch. If the foreign operators were to choose to open a branch for this operation to occur, their branches must be transferred to a local entity within two years of registration. On the other hand, all eligible companies must be able to demonstrate sufficient technical, financial and legal capacity to undertake oil and gas operations.

The various licences and contracts are as follows.

• Hydrocarbon mining title: exploration permit or hydrocarbon exploitation concession attached to a concession contract.
• The prospecting authorisation confers on its holder, within the limits of its perimeter, the non-exclusive right to carry out hydrocarbon prospecting work. It does not confer on its holder any right to the conclusion of a petroleum contract, subject where applicable to the special advantage provided for in the last paragraph of Article 12, or to the disposal of extracted products in the event of the discovery of hydrocarbons during prospecting work.
• Hydrocarbons prospecting authorisation (see 2.2 Issuing Upstream Licences/Obtaining Hydrocarbon Rights) (autorisation de reconnaissance d’hydrocarbures): gives its holder the right to conduct preliminary surface prospecting works on a non-exclusive basis. The prospecting period is fixed at a maximum of one year.
• Petroleum contract: any contract entered by the state with one or more oil companies for the exclusive purpose of exploring for and exploiting hydrocarbons within a defined perimeter. A petroleum contract may be a concession contract, a production-sharing contract or any other type of contract authorised by the Petroleum Code.
• Concession contract: the petroleum contract attached to a hydrocarbon exploration permit and, where applicable, to one or more operating concessions, as specified in Article 14 of the Petroleum Code.
1. Exploration authorisation (permis de recherche d’hydrocarbures): exploration permits under concession contracts – initially granted for a maximum period of three years, renewable twice as determined in the concession contract, while noting that it may not exceed seven years or nine years in deepwater zones.
2. Production authorisation (concession d’exploitation): granted for a maximum of 25 years, with one renewal period of up to ten years as set out in the contract.
• Production-sharing contract means a petroleum contract under which the holder receives remuneration in kind by disposing of a share of the production, as specified in Article 15 of the law. The state contracts the services of an oil company to carry out, on its behalf and on an exclusive basis, within a defined perimeter, exploration activities, and in the event of the discovery of a commercially exploitable hydrocarbon deposit, exploitation. The licensee is also responsible for financing these operations at its own risk, with the following authorisations.
1. Exclusive exploration authorisation (autorisation exclusive d’exploration): initially granted for a maximum period of three years, renewable twice as determined in the production-sharing contract, while noting that it may not exceed seven years or nine years in deepwater zones.
2. Exclusive production authorisations (autorisation exclusive d’exploitation): granted for a maximum of 25 years, with one renewal period of up to ten years as set out in the contract.
3. Exclusive appraisal authorisation is granted to a contractor in the event a discovery is made. The contract will determine the duration of the authorisation (Article 20, Petroleum Code).
• Risk service contracts can also be included in one of the above contracts. This contract is one under which the contractor has no entitlement to any part of the production but is paid in cash for its services and reimbursed in petroleum costs (Article 15, Petroleum Code). These contracts must address the research perimeter, the duration of the contract and the titles concerned, among other terms.

Foreign direct investments must be declared to the Ministry of Economy and Finances, to allow dividends and other income from the investment to be expatriated.

Process for Obtaining Authorisation (Article 10, Decree of Application of Petroleum Code)

All applications for authorisation to explore for hydrocarbons or petroleum contract must include the specific information prescribed by Article 10:

• information such as the company’s details, applicant’s technical, financial and legal capacity for petroleum operations and its experience in the area;
• the co-ordinates and area of the perimeter requested for hydrocarbon exploration, accompanied by a 1:200,000 scale map of the area concerned, specifying the boundaries of the said perimeter;
• the duration, general programme and phasing of the exploration work planned within the above-mentioned perimeter;
• an “environmental impact notice” setting out the conditions under which the general work programme will meet environmental concerns; and
• the specific provisions envisaged for the petroleum contract to be negotiated with the competent administrative authority.

Authorisation to explore for hydrocarbons in areas not covered by a petroleum contract may be granted by government decree, setting out the conditions. Prospecting authorisations are granted for a maximum of one year and may be renewed once for a year. It is not a mining title and is neither assignable nor transferable (Article 11, Petroleum Code).

Prospecting authorisations do not entitle the holder to enter a petroleum contract (subject to exemptions). The results of prospecting work are communicated to the government under the conditions set out in the decision. The state may at any time enter a petroleum contract for all or part of the perimeter covered by a prospecting authorisation, which automatically lapses for the area concerned, without entitling the holder to any compensation (Article 12, Petroleum Code).

Exemptions apply:

• if justified by exceptional circumstances, in particular for deepwater marine areas, the prospecting authorisation may provide, during its period of validity, in favour of its holder, either a preferential right, under equivalent conditions, in the event of the eventual conclusion of an oil contract on all or part of the same perimeter, or a time-limited exclusivity to conclude an oil contract on all or part of the perimeter; and
• to dispose of extracted products in the event of hydrocarbons being discovered during prospecting work.

For this application to be admissible, it must be submitted fulfilling all requirements previously prescribed and must relate to only those areas open to exploration and exploitation (Article 11, Decree of Application of Petroleum Code).

For prerequisite qualifications, see 2.1 Forms of Private Investment: Upstream. A company can be a branch of another company, but must provide all details of the parent company as well as protocols, statutes or contracts governing its relationship with the parent company regarding petroleum operations.

For a single application submitted by multiple companies, please see 1.4 Principal Hydrocarbon Law(s) and Regulations.

Petroleum contract holders are subject to an annual surface fee where the amounts are established in the contract (Article 68, Petroleum Code).

Article 69 of the Petroleum Code provides the following.

• Concession contracts holder must pay a monthly fee proportional to production. The amounts are established in the contracts and the amount can vary depending on the hydrocarbon, gas or liquids.
• The contract holder must also pay a monthly production royalty in cash or in kind, the amount of which is also established in the underlying concession, and which is based on the total extracted production, it being specified that, to promote oil operations in Côte d’Ivoire, exemptions from payment of the production royalty may be granted in exceptional cases.

Companies are subject to payment of taxes under the General Tax Code and fees (Article 66, Petroleum Code) due to the upstream operations and activities of research and exploitation (downstream). Taxation in the oil sector is both upstream and downstream. Upstream taxation is governed by the Petroleum Code and production-sharing contracts.

Goods and services not directly assigned to petroleum operations, and therefore not eligible for deduction under the provisions of Articles 224 et seq of the General Tax Code, are excluded from the above-mentioned VAT exemptions. Exemption from VAT, tax on the provision of services and advance payment on various taxes apply under the same conditions to companies holding an oil subcontracting contract.

No special rights are given to national companies in connection with upstream licences. There is no right to take over but, after research operations, the state can be benefit from any discovery made during the research phase.

Law No 2022-408 of 13 June 2022, on Local Content in Oil and Gas Activities is a recent law that governs everything relating to local content. The purpose of this law is to promote and develop local content in oil and gas activities in the Republic of Côte d’Ivoire, to maximise added value and job creation in oil and gas activities through the use of local expertise, local goods and services and Ivorian companies; to develop local capacities in the oil industry value chain (education, training, skills development and transfer, technology transfer) and know-how as well as research and development; and promote the strengthening of national and international competitiveness of Ivorian companies and the development of a national industrial fabric (Article 3).

See 4.1 Foreign Investment Rules Applicable to Domestic Investments in Hydrocarbons on imports and 6.5 Material Changes in Law or Regulation for the latest updates in this area.

Exploitation

The holder of a hydrocarbon exploration authorisation who has provided proof, through research, appraisal and delimitation work carried out in accordance with the present law, of the existence within its perimeter of a commercially exploitable hydrocarbon deposit shall be entitled, in the event of an application in due form submitted before the expiry of the validity of its exploration authorisation, extended, where applicable, under the conditions of paragraph 3 of Article 22, to obtain an operating authorisation relating to this deposit (Article 34, Petroleum Code).

Article 34 prescribes that such application must be accompanied by a draft development and production plan for the deposit, submitted to the government, which must include:

• information on recoverable hydrocarbon reserves;
• the estimated production profile;
• the deposit’s development scheme and timetable;
• the abandonment plan; and
• the study justifying the commercial nature of the deposit.

The application must also designate the oil company acting as operator, which is required to justify its technical, financial and legal capacities, and which will have duly demonstrated satisfactory experience as operator in similar areas and conditions. The holder must undertake to carry out the development work on the commercial deposit with all possible diligence, in accordance with the development plan and any amendments thereto.

During the period of validity of a hydrocarbon exploration authorisation, only the holder may obtain an operating licence within the perimeter of the exploration authorisation (Article 34, Petroleum Code).

The operating licence may only be granted to an oil company with proven technical, financial and legal capabilities, and which has duly demonstrated satisfactory past experience as an operator in similar areas and conditions. The operating licence is granted by decree.

The granting of an operating licence in no way confers ownership of the deposits; it creates a time-limited right, upon which no mortgage can be placed, distinct from surface ownership, which is transferable and assignable under the conditions laid down in the present law (Article 31, Petroleum Code).

Exploration

The exploration authorisation is granted by a government act, for an initial period of validity of up to three years, renewable in accordance with the provisions of Article 22, under the terms of the petroleum contract, which will have been previously concluded with the state. However, in the case of production-sharing contracts or risk service contracts, the signing of the contract is equivalent to the granting of the exclusive exploration authorisation (Article 21, Petroleum Code).

The licensee must have fulfilled all its obligations during the current validity hydrocarbon exploration licence, which it will be able to renew twice. This is done through an act of government.

The initial duration of the research authorisation plus the duration of the two renewals may not exceed seven years, or nine years in deepwater marine areas, not including the duration of any extension referred to in the last paragraph of Article 22. On the date of each renewal, the area of the authorisation is reduced in accordance with the oil contract. The period of validity of the authorisation may be extended under the conditions laid down in the contract, by governmental act, in case of necessity to allow the completion of exploration drilling in progress or the evaluation and delimitation of a hydrocarbon discovery, particularly in the case of a discovery of non-associated natural gas or a discovery located in deep marine zones (Article 22, Petroleum Code).

As soon as the existence of a commercially exploitable hydrocarbon deposit has been established, the holder of the exploration permit is required to apply for the granting of an exploitation permit and to undertake development and exploitation activities. The granting of an exploitation authorisation cancels the research authorisation within the exploitation perimeter but leaves it in force outside this perimeter until its expiry date, without modifying the minimum programme of research work subscribed to by the holder (Article 26, Petroleum Code).

Prospecting authorisations are granted for a maximum period of one year and may be renewed once for a maximum period of one year. The authorisation is not a mining title and is therefore neither assignable nor transferable (Article 11, Petroleum Code).

Assets can be transferred between private investors. Capital gains arising from the sale or transfer of any assets must be credited to the production and profit and loss account referred to in Article 70. However, if the operation is carried out by several associated companies, in the event of a transfer between the associated companies or between one of the associated companies and one of its subsidiaries, which would become a party to the said operation, capital gains on the transfer are excluded, provided that the assets thus transferred are booked by the transferee company at the value appearing in the books of the said company.

Article 28 of Decree No 96-733 of 19 September 1996, on the general application of the Petroleum Code, prescribes that if the holder of a petroleum contract wishes to assign or transfer to its subsidiary or to a third party company, directly or indirectly, all or part of the rights and obligations resulting from the contract, it must submit the request to the competent administrative department in accordance with the provisions of Article 38 of the Petroleum Code, in French, in accordance with Article 4, which will acknowledge receipt after having registered them in the special register. If the assignment or transfer is authorised by the competent administrative authority, a decree is issued by the competent administrative authority. This provision does not apply in the event of assignment or transfer between entities party to the petroleum contract, except for the operator. Any such assignment or transfer must be duly notified to the competent administrative department.

There are no restrictions on production rates established by Ivorian laws. Production has not reached the goal planned by the state of 200,000 barrels a day. The oil sector in Côte d’Ivoire is on the rise both onshore and offshore.

The form of private investment is through an authorisation system granted by the state and the relevant authorities. The gas imported into Côte d’Ivoire is stored in private facilities with high capacities located on the national territory. Only public companies such as Petroci and SIR are authorised to import such gas. Distributors purchase from these facilities and then store the gas for sale in their own facilities. Import, export, processing, storage and transport as well as distribution of petroleum products are subject to prior authorisation (Article 2 of Law No 92-469 of 30 July 1992, on the repression of fraud involving petroleum products and violations of technical safety requirements). There is no restriction on foreign investment in this area. There is no monopoly except for the import of gas.

Storage

The opening of these storage facilities and their operation is subject to authorisation under the following conditions:

• Decree of 20 October 1926, on dangerous, unhealthy, or inconvenient establishments regulates the opening and supervision of establishments deemed dangerous, such as gas storage facilities;
• Ordinance No 13 SEM CAB DH of 27 February 1974 regulates the creation, development or extension of petroleum depots and establishments; and
• Circular No 0225/MPEER/DGH/DARD/Gac of 28 February 2020 specifies the provisions of the Ordinance above and provides that the development and extension of a petroleum depot (establishment intended for the reception, storage or conditioning of hydrocarbons) are subject to prior authorisation of the government.

Authorisations for new installations are nominative and transfers are subject to new applications.

To be approved, the petroleum depot must comply with the technical and safety regulations in force. The commissioning of the petroleum depot is subject to obtaining an operating authorisation issued after noting that the depot or establishment complies with the plan attached to the application and with the technical regulations in force (particularly about fire safety). In this respect, the violation of the technical and safety regulations relating to the handling and storage of petroleum products constitutes an infraction under Law No 92-469 of 30 July 1992, on the repression of fraud involving petroleum products and violations of technical safety regulations.

Finally, other decrees regulate the storage of gas, including regulations related to the construction and safety arrangements during operation of liquefied hydrocarbon deposits stored at a temperature above 0°C. There are also specific texts for equipment for the production, storage or use of compressed, liquefied or dissolved gases.

For details on transport, please see 3.3 Issuing Midstream/Downstream Licences.

In the case of hydrocarbon production subject to sharing contracts, the production is shared between the state and the contractor in accordance with the provisions of the contract. The production, referred to as “cost oil”, cannot be higher than the percentage of the production fixed in the contract. The contract will define the recoverable oil costs and terms and conditions for their recovery from production. It will also specify whether the sharing is carried out before or after tax on industrial and commercial profits.

As said above, the import, export, processing, storage, transport and distribution of petroleum products are subject to prior authorisation (Article 2 of Law No 92-469 of 30 July 1992, on the repression of fraud involving petroleum products and violations of technical safety requirements).

Midstream, or the transportation of hydrocarbons, is governed by Title V of the Petroleum Code (see also 3.10 Laws and Regulations Governing Transportation).

The holders of oil contracts, or each of their co-holders, have the right, during the validity of the contract and under the conditions laid down in the Petroleum Code, to transport in their own installations, within the territory of the Republic of Côte d’Ivoire, its territorial sea, its exclusive economic zone and its continental shelf, or to have transported while retaining ownership, the products resulting from their exploitation activities or their part of the said products to the points of collection, treatment, storage, loading or major consumption (Article 40, Petroleum Code). These rights, including the authorisation provided for by that same law (see below), may be transferred individually or jointly by the holders of an oil contract under the conditions laid down in the regulations and the contract. Any transfers to a third party are subject to prior authorisation and granted by an act of the government. Beneficiaries of these transfers must satisfy the conditions laid down by the said law and its implementing texts for the construction and operation of the pipelines and facilities concerned.

The authorisation to transport hydrocarbons by pipeline is granted by decree. It includes approval of the pipeline and facility construction project attached to the application and declares the project to be in the public interest. The transport authorisation also entitles the holder to install pipelines and facilities on land not owned by the holder. The land required for the pipelines and installations is occupied under the conditions laid down in Title VI of the Petroleum Code.

It is important to note that the authorisation to transport hydrocarbons lapses if the holder of the petroleum contract or the beneficiaries of the transfers referred to above have not started, or caused to be started, the planned work one year after approval of the project (Article 44, Petroleum Code).

The concession contract is concluded prior to the granting of a hydrocarbon exploration permit; it sets out the rights and obligations of the state and the holder during the period of validity of the exploration permit and, in the event of the discovery of a commercially exploitable hydrocarbon deposit, during the period of validity of the exploitation concession. The holder of the concession contract assumes the financing of petroleum operations at its own risk and disposes of the hydrocarbons extracted during the period of validity of the contract, in accordance with the contract (Article 14, Petroleum Code).

Holders of these concession contracts, referred to in Article 14 above, are required to pay a monthly royalty proportional to production. The rate of this royalty, as well as its assessment and collection rules, which may be different for liquid and gaseous hydrocarbons, are specified in the concession contract. The royalty is paid in kind or in cash, in accordance with the terms specified in the concession contract. The concession contract may provide for total or partial exemptions from the production royalty in exceptional cases, with a view to promoting oil operations in the Republic of Côte d’Ivoire, particularly in deepwater marine areas (Article 69, Petroleum Code).

Depending on their nature, petroleum operations under a production-sharing contract are covered by an exclusive authorisation either for exploration (and, in the event of a discovery, appraisal), or for the exploitation of a commercially exploitable hydrocarbon deposit (Article 15, Petroleum Code).

Other fees payable by petroleum establishments and service stations, due annually, are royalties for occupation of the state’s public and private domain (Ordinance No 61-183 of 18 May 1961, modified by Law No 79-1048 of 27 December 1979; Law No 2020-972 of 23 December 2020, fiscal annum, Article 11. Property rights and land registration, text 3).

The oil contract holders or companies are subject, under the conditions set out the Petroleum Code,to direct industrial and commercial income tax on the net profits they derive from all their hydrocarbon exploration and production activities in the territory of the Republic of Côte d’Ivoire, its territorial sea, its exclusive economic zone and its continental shelf, including transport, whether alone or in association with other companies (Article 70, Petroleum Code).

To this end, each petroleum contract holder or company, whatever its nationality, must keep separate accounts for each fiscal year for its petroleum operations in Côte d’Ivoire, making it possible to draw up a production and profit and loss account and a balance sheet showing both the results of the said operations and the assets and liabilities assigned to them or directly related to them.

The taxable net profit referred to above is made up of the difference between the net asset values at the end and beginning of the financial year, less any additional contributions and plus any withdrawals made during the financial year by the company or its partners. Net assets are defined as the excess of asset values over the total of third-party receivables, authorised or justified depreciation and provisions on the liabilities side.

The undischarged amount of the deficit that the company proves to have incurred in respect of oil operations may be deducted from taxable profit beyond the limited carry-forward period provided for in the General Tax Code, until the deduction is made in full.

Taxes

• Tax on industrial and commercial profit (BIC): the corporate income tax, at the rate of 25% provided by the General Tax Code (Impot sur les Benefices Industriels et Commerciaux (BIC)). The state’s share of production includes the BIC tax payable by the oil and gas company, as per the Petroleum Code and the production-sharing contract. The Petroleum Code provides that petroleum contracts may provide for signature and production bonuses. Under the General Tax Code, specific rates apply for companies producing, processing and selling petroleum products, companies producing and distributing water and electricity, and companies distributing butane gas, this rate standing at 0.10% (Article 39).
• VAT: for petroleum products, 0.9% on sales-based consumption tax levied at all stages of the sales cycle (Article 359, General Tax Code).
• Consumption tax: specific one-off tax on petroleum products, on all imports and sales of petroleum products (tax due per litre or per kg of product) (Articles 403 and 408). The General Tax Code also provides for exemptions (Article 405).
• Special equipment tax: petroleum sales operations are exempted from this tax (Article 1084, General Tax Code).

Exemption

Except for the tax on industrial and commercial profits referred to in Article 70 of the Petroleum Code and, where applicable, the production royalty, additional oil levy and other taxes referred to in Articles 67, 68, 69, 74 and 75, the oil contract holder is exempt from:

• all other taxes on profits and dividends paid to the contract holder’s shareholders;
• all taxes, duties or contributions of any kind, whether national, regional or communal, levied on oil operations and any related income, or on the assets, activities or acts of the oil contract holder or its establishment and operation in execution of the present law; and
• VAT, the tax on the provision of services and the advance payment on various taxes instituted by Law No 90-434 of 29 May 1990, in respect of their acquisitions of goods and services directly and exclusively assigned to the exercise of their oil activities. The practical details of application will be specified by a government act.

Oil and gas exploitation taxes

Applications for the award, renewal, assignment, transfer or waiver of petroleum contracts and the authorisations deriving therefrom are subject to payment of fixed entry fees and are payable at the conclusion of each award or transaction. There is also an annual surface royalty, the amount and payment terms of which are set forth in the relevant oil contract.

It is important to note that oil and gas contracts holders are mostly exempt from the payment of other taxes on profits or dividends paid to shareholders, and any other tax or contribution based on operations, activities, assets and profits derived therefrom, and VAT the tax on provision of services and advance payments introduced by Law No 90-434 of 29 May 1990.

No special right is given to domestic companies regarding midstream and downstream activities, except for the special equipment tax described in 3.5 Income or Profits Tax Regime: Midstream/Downstream.

See 2.6 Local Content Requirements: Upstream, 4.1 Foreign Investment Rules Applicable to Domestic Investments in Hydrocarbons and 6.5 Material Changes in Law or Regulation for the latest updates in this area.

The holder of an oil contract is required to provide the government with information, data, documents and samples originating from or resulting from oil operations, as well as the periodic reports provided for by the regulations and the oil contract. These reports are confidential and may only be made public in accordance with the conditions laid down in the texts implementing the present law and the oil contracts (Article 50, Petroleum Code).

The holder of a petroleum contract may, under its own responsibility, subcontract to qualified companies the petroleum operations for which it is responsible. For the purposes of the operations entrusted to them and within this limit, subcontractors have the same rights and obligations as the oil contract holder. Subcontracts must be communicated to the government (Article 51, Petroleum Code).

The Petroleum Code does contain provisions on the regulation of relations with owners (Title IV, Chapter 2 on land use and relations with landowners and third parties). As a result, their relations with owners and occupants of the land are governed by the laws already applied.

Except in the case of special authorisation, the holder of an oil contract may not occupy any of the following lands or carry out work of any kind thereon (Article 60, Petroleum Code):

• land located less than 50 metres from any religious or non-religious buildings, government or public service buildings, walled enclosures, yards and gardens, dwellings, groups of dwellings, villages, settlements, burial grounds, wells, water points, reservoirs, streets, roads, railroads, water mains, pipelines, public utility works and engineering structures;
• land within 1,000 metres of a border or airport; or
• land declared by the state to be a national park, protected area or similar reserve.

Article 61 governs the rights of landowners. The occupation of land and the exercise of the rights referred to in Article 59 of the Petroleum Code by the contract holder will be the subject of agreements between the oil contract holder and the owners of the land or the beneficiaries of customary rights. In the absence of amicable agreement, the government may grant the holder temporary occupation or use authorisations in order not to delay the normal course of oil operations, without prejudice to the legitimate rights of the landowners or beneficiaries of customary rights. At the same time, this authorisation fixes a provisional and approximate compensation for occupation, which must be deposited prior to taking possession, and which constitutes a down payment on the compensation referred to in Article 62 of that same code (see below).

Occupation of land belonging to private individuals entitles them to an annual indemnity equal to the sum representing the value of the net product of the land prior to occupation. Where such occupation deprives the owner of enjoyment of the land for more than two years, or where after completion of the work the land occupied is no longer suitable for its previous use, the owner may require the holder of the oil contract to acquire the land. The land to be acquired in this way is always valued at the sum representing, at the time of acquisition or redemption of the use rights, the value of the land or said rights prior to occupation. The occupation of registered land in the private domain of the state and other public bodies, which is not already legally occupied by third parties, is carried out without compensation (Article 61, Petroleum Code).

The completion of petroleum operations and related installations may, if necessary, be declared to be in the public interest and urgently required, at the request of the holder of the petroleum contract, in accordance with the applicable legislation. Where necessary, expropriation may be carried out for this purpose, and the oil contract holder will bear the costs, compensation and charges resulting from the expropriation procedure. This declaration is granted by decree issued on the proposal of the government (Article 62).

However, the state may at any time enter a petroleum contract on all or part of the perimeter covered by a reconnaissance authorisation, which automatically lapses for the area concerned, without entitling the holder to any compensation (Article 12, Petroleum Code).

Title V of the Petroleum Code governs any transport of hydrocarbon by pipelines. The Ministry of Oil, Gas and Energy is the regulatory body governing transportation.

Authorisations for the transportation and distribution of oil production by pipeline to the various points of collection, processing, storage, loading or bulk consumption must be submitted separately by contractors and are granted by decree. The oil contract holder can, during the contract and within the conditions stipulated in the Act, transport within their own facilities in Côte d’Ivoire, its waters, its economic zone, and its continental shelf towards the various points of collection, treatment, stock, or bulk consumption (Article 40).

Violating the technical safety regulations relating to transport of petroleum products constitutes an infraction under Law No 92-469 of 30 July 1992, on the repression of fraud involving petroleum products and violations of technical safety regulations.

There is no reference to third-party access to infrastructure in the Petroleum Code.

In the event of commercial production of hydrocarbons, the holder of a petroleum contract must give priority to allocating a share of its production to meeting the needs of the Ivorian domestic market. The terms and conditions of this obligation are specified in the oil contract, including the transfer price. Once the country’s domestic consumption needs have been met, if applicable, the oil contract holder is free to dispose of the share of hydrocarbon production to which it is entitled under the contract. The conclusion of a contract in no way confers the right to refine or process hydrocarbons and/or to sell products derived therefrom, unless expressly authorised by the state (Article 55, Petroleum Code).

Import

Oil contract holders and their subcontractors have the right to import into the Republic of Côte d’Ivoire the materials, chemical products, machinery and equipment required to carry out oil operations under the approved work programme, free of all import duties and taxes, including VAT. This import exemption also extends to parts and spare parts for machinery and equipment required for oil operations.

A list of materials, chemicals, machinery and equipment eligible for these exemptions will be drawn up by the government, after consulting an approval commission. This list, which will be appended to the petroleum contract, will be revised periodically to take account of technical developments, in agreement with the competent authorities and the approval commission (Article 79.5, Petroleum Code). This right is subject to Article 52 of the Petroleum Code, specifying that the holder of an oil contract and its subcontractors must give preference to Ivorian companies for construction, supply and service contracts, under equivalent conditions of quality, price, quantity and delivery times.

Export

Imports and exports are subject to all the formalities required by the Customs Administration for the import of goods intended for petroleum operations, and to dispense with qualitative and quantitative inspection and price comparison for materials, machinery and equipment intended for petroleum operations (Article 79.5, Petroleum Code).

Holders of petroleum contracts have the right to export, free of all duties and exit taxes, the fraction of hydrocarbons to which they are entitled under petroleum contracts (Article 80, Petroleum Code).

See also 6.2 Liquefied Natural Gas (LNG) on LNG in Côte d’Ivoire.

The petroleum contract must set out conditions for the assignment and transfer of the contract and the authorisations deriving therefrom. The rights and obligations under a petroleum contract, as well as the exploration authorisation and the hydrocarbon exploitation authorisations deriving from the contract, are assignable and transferable subject to the prior approval of the government and under the conditions laid down by the regulations and the applicable contract, which may lay down special conditions in the event of assignment or transfer to an affiliated company or between co-holders.

The holder of the oil contract must notify the government, for approval, of any contract or agreement by which it promises to entrust, assign or transfer, or by which it entrusts, assigns or transfers, in whole or in part, the rights and obligations arising from the oil contract. The same applies to any transaction resulting in a change of control of the owner company.

Any such agreement may only be entered into subject to the suspensive condition of such approval. Any act carried out in violation of the provisions of Article 38 is null and void and may not result in the termination of the oil contract.

The assignee must satisfy the conditions laid down by the present law, its implementing texts and, where applicable, the oil contract.

When an oil contract is concluded with several joint holders, the withdrawal of one or more of them does not entail the cancellation of the authorisations deriving from the contract, nor the termination of the contract, if the other holder or holders take over the commitments which had been subscribed for the said contract. This withdrawal is accepted by the government (Article 38, Petroleum Code).

When it comes to transport, these rights, including the authorisation provided for in Article 43 of the Petroleum Code, may be transferred individually or jointly by the holders of an oil contract under the conditions laid down in the regulations and the contract. Any transfers to a third party are subject to prior authorisation and granted by an act of the government. Beneficiaries of those transfers must satisfy the conditions laid down by the present law and its implementing texts for the construction and operation of the pipelines and facilities concerned (Article 40, Petroleum Code).

Foreign Investment Review Processes and Incentives

The Petroleum Code provides some protection against expropriation. If an authorisation is not issued within a year, the state can withdraw this authorisation from the applicant for efficiency reasons. Even though the land does not belong to the interested company, some might be living on and occupying the land in question. The company has a right of way, and the occupants may not hinder the work done by the company (Article 43, Petroleum Code).

In principle there are no restrictions, but, as stated previously (see 2.1 Forms of Private Investment: Upstream), foreign companies must demonstrate, throughout the duration of the petroleum contract, the existence of a permanent establishment in Côte d’Ivoire registered in the trade register. It can be a company under Ivorian law or a branch office.

International Laws and Arbitration

The contracts will be governed by Ivorian laws; however, any arbitration clause can be introduced at the will of the parties involved, the state and the company exploring or exploiting.

Local Trends

There are no local trends to restrict or block foreign investments in hydrocarbons. Many foreign companies have invested in Côte d’Ivoire in this industry. Some, like Total or ENI, have sharing contracts with the government, represented by Petroci Holdings. There is a genuine interest for foreign investments, Côte d’Ivoire aiming to increase them in its post-pandemic economy. 

Except for countries under oil embargo or under international sanctions, there are no restrictions or sanctions in Côte d’Ivoire for investing in oil and gas assets in certain jurisdictions or with some foreign counterparties or governments.

The National Environmental Agency (ANDE) is the environmental authority tasked with supervising, validating and controlling all activities relating to environmental impact assessment (EIA) of development projects. The environmental impact assessment must be approved by the Minister of the Environment before the project is implemented.

Legal Regime

Under Article 39 of the Environmental Code and Annex I of the Decree No 96-894, oil and gas projects are subject to an EIA prior to their implementation. The content of this EIA is set out in Article 40 of the Environmental Code and Article 12 of the Decree No 96-894. The operator is responsible for the EIA. It must be carried out by environmental study offices approved by Ordinance of the Minister in charge of the Environment (Article 10, Ordinance No 00972-2007).

The project is controlled and monitored carefully to verify the relevance of the forecasts and adopt the necessary corrective measures. Six months after the implementation and operation of the activities of a development project, an environmental audit completes the environmental monitoring following the EIA. This is done without interrupting the course of this environmental monitoring (Article 18 of No 00972-2007). The examination of environmental impact studies by the Bureau d’Etudes d’Impact Environnemental will give rise to the payment of a fee to the Fonds National de l’Environnement, the basis of which will be specified by decree (Article 41, Environment Code).

The oil contract holder must, in the context of its activities, comply with the following principles:

• precaution;
• substitution (substituting any action presenting a risk for the environment with an action that presents a lesser risk);
• preservation of biological diversity;
• non-degradation of natural resources;
• polluter pays;
• information and participation; and
• co-operation (Article 35, Law No 96-766 of 3 October1996, for Environment Code).

The holder of the petroleum contract must perform all operations and work using the techniques in use in the international oil industry and ensure the conservation of natural resources, including hydrocarbon deposits, the protection of the essential characteristics of the environment, and take all measures to preserve and protect the natural environment and ecosystems (Article 49, Petroleum Code). The exploitation and management of oil resources must take into account the protection of the environment as well as preserving the interests of future generations (new Article 82 of the Ordinance No 2012-369 of 18 April 2012, amending the Petroleum Code).

Finally, Decree No 2013-851 of 19 December 2013 established an exclusion and a safety zone around oil and gas drilling, exploration and production equipment, and seismic survey vessels. A perimeter of one nautical mile (1.845 km) is declared an exclusion and safety zone for navigation and fishing around drilling, research and oil and gas production equipment and their related facilities, as well as around seismic survey vessels.

Sanctions

Criminal sanctions are provided for in the Environmental Code. Falsification, failure to carry out an EIA, failure to comply with the specifications for the EIA or failure to use an approved environmental study office are punishable by criminal penalties (Article 92 of the Environmental Code and Articles 29 to 36 of Ordinance No 00972-2007).

The operator pays ANDE a fee of XOF20 million (Article 27, No 00972-2007).

See 5.1 Environmental Laws and Environmental Regulator(s). All the requirements for major hydrocarbons projects are set out in the Petroleum Code and its decrees. An EIA will be monitored and controlled by the ANDE.

There are no specific EHS requirements applying to offshore development. Holders of petroleum contracts must ensure that health and safety standards are applied in accordance with the applicable standards in the international oil industry. These standards must be applied both on their own behalf and on behalf of their subcontractors. Any serious accident must be reported immediately to the competent authorities (Article 54, Petroleum Code). Measures must be taken to preserve and protect the safety of persons and and property (Article 49, Petroleum Code).

Under the exploitation authorisation, either at its standard term or in case of renunciation or withdrawal, the petroleum contract holder must, unless otherwise agreed by the Government, undertake, at its own expense, the abandonment operations prescribed by the regulations and the petroleum contract. The contract holder must also provide the state with all the information and petroleum data in its possession concerning the abandoned area (Article 29, Petroleum Code).

An application for an operating licence for this deposit is accompanied by a draft development and production plan for the deposit submitted to the government, which must include an abandonment plan (Article 34, Petroleum Code).

The abandonment operations include (Article 1, Ordinance No 2012-369 of 18 April 2012, amending Law No 96-669 of 29 August 1996, on the Petroleum Code):

• permanent plugging of wells;
• the decommissioning, removal from the site and disposal of all platforms, installations, equipment, machinery, collector lines, structures and other property of any kind installed by and on behalf of the contractor within and in connection with the demarcated area; and
• the restoration of the site to a condition as near as possible to the condition in which it existed prior to the contractor’s activities.

The operator must set aside a decommissioning provision as per the terms and conditions set out in the petroleum contract. The installations, equipment and land relating to the authorisation, which are necessary for the continuation of the exploitation, are, at the request of the government, transferred to the state, without any compensation to the holder (Article 37, Ordinance No 2012-369).

There are no climate change laws in effect that provide specific regulations for the oil and gas industry.

However, in its plan towards a more sustainable future, Côte d’Ivoire has adopted sustainable modes of production and consumption. Côte d’Ivoire does not have a carbon tax, but this change is part of a strategy to reduce its carbon emissions. The state demonstrated its commitments towards sustainable development by the enacting of Law No 2014-390 of 20 June 2014, on sustainable development (the “Sustainable Development Law”). This law applies to the energy sector and aims to merge principles of sustainable development into the activities of public and private actors (Article 8, Sustainable Development Law).

This law implements multiple principles to ensure sustainable strategies including a “polluter pays” principle (item 5.10, Sustainable Development Law). It further provides that the state will develop and implement tools to fight climate change. As a result, the private sector must apply these principles and must report periodically on how they are implementing this sustainable development plan (Articles 37, 38 and 39, Sustainable Development Law).

The state may limit the development by enacting laws. The state is heavily involved in the exploitation and the granting of authorisations. It may, as a result, restrict the granting of those authorisations, or change the processes and required elements to grant them.

As of publication of this guide (August 2023), no legislation relating to unconventional upstream interests has been enacted.

There is no regulation enacted relating to LNG projects as of publication of this guide (August 2023).

It is understood that energy transition considerations are governed by the Sustainable Development Law (see 5.5 Climate Change Laws) but there are no specific guidelines regulating greenhouse gas emissions.

There are no particularities of the hydrocarbon industry in the Ivorian jurisdiction.

The latest update in this area is Decree No 2023-441 of 24 May 2023, implementing Law No 2022-408 of 13 June 2022, on local content in oil and gas activities (see also 1.4 Principal Hydrocarbon Law(s) and Regulations, 3.7 Local Content Requirements: Midstream/Downstream and 4.1 Foreign Investment Rules Applicable to Domestic Investments in Hydrocarbons on local content). This law provides the rules of application of the local content law. All notifications made must be in writing and in French (Law No 2022-408 of 13 June 2022).

An Ivorian company is defined as an Ivorian business held at 51% by an individual or a legal entity itself controlled by Ivorian citizens (Article 4). It provides criteria to evaluate the local content by means of indexes to follow. These indexes will be prescribed by the Ministry in charge of hydrocarbons, and are defined as follows.

• Local Expenditure Index (LEI): total local expenditure over total company expenditure. Local expenditure represents the amounts paid for local goods and services and company expenses for the benefit of Ivorian workers.
• Local Goods Index (IBL): this is the total amount paid by the company for local goods out of the total amount paid by the company for goods.
• Local Services Index (ISL): the amount paid by the company for services available in Côte d’Ivoire and performed by companies based in Côte d’Ivoire out of the total amount paid by the company for all services.
• Local Staff Index (LSI): this is the number of employees of Ivorian nationality in relation to the company’s total number of employees.

The Decree prescribes the way Ivorian personnel will be hired upstream and downstream. It provides the percentages for each stage both for upstream and downstream (Article 8): for example, 50% of Ivorian employees at the beginning of activities upstream and 75% for the beginning of activities downstream.

All hiring of non-Ivorian workers will be done by exemption following certain conditions and procedures (Articles 9–18). This exemption can be granted on a motivated application that includes the prescribed elements: for example, proof of publication of the call for candidates in the national mass media and of the absence of Ivorian candidates for the position, as well as the special training plan for Ivorian personnel to replace non-Ivorian staff.

This Decree also governs the procedure for awarding contracts and the preference to Ivorian companies (Chapter V). Invitations to tender for the award of contracts for oil subcontracting, the provision of services or the supply of goods and services in oil and gas activities are open to all companies.

With the aim of transferring knowledge, oil companies, subcontractors, service providers and suppliers involved in oil and gas activities in the Republic of Côte d’Ivoire, other than Ivorian companies, must, within two years at the latest of starting their activities, conclude and finance partnership agreements with at least one Ivorian university or training institute. The conditions and processes are governed by Chapter VI of the Decree. It also governs local content plans and annual reports, controls, and verifications.

The Decree also prescribes sanctions to be applied for those who do not abide by the indexes, as well as other conditions (Chapter VIII). Annexes provide lists of job positions and oil subcontracting, service provision and supply of goods and services activities both upstream and downstream.