Leading firms

Introduction

Côte d’Ivoire has attracted renewed upstream interest. The Baleine field, which started production on 27 August 2023, entered its second phase at the end of December 2024, and the Murène-1X well on block CI-205 led in March 2024 to the Calao discovery, whose resources the Ministry of Mines, Petroleum and Energy estimates at between 1 and 1.5 billion barrels of oil equivalent. National crude oil production reached 16.15 million barrels in 2024 (44,139 barrels per day), 50% more than in 2023, alongside natural gas production of some 262 million standard cubic feet per day.

Acreage activity has followed. Seven production sharing contracts (“PSCs”) were signed in 2024 – with Elephant Oil for onshore blocks CI-520, CI-521 and CI-522, and with Eni for offshore blocks CI-504, CI-526, CI-706 and CI-708 – after eight in 2023, bringing to 65 the number of PSCs signed since December 2011. At the end of 2024, the sedimentary basin comprised 50 blocks: 6 in production, 22 under exploration and 22 free. In February 2026 the Council of Ministers approved a reconnaissance authorisation for ESSO (ExxonMobil) over blocks CI-524, CI-803 and CI-806, and in September 2026 Petrobras signed PSCs for eight offshore blocks (CI-513, CI-600, CI-601, CI-602, CI-603, CI-605, CI-701 and CI-702) alongside the national oil company, PETROCI Holding, several of them among the free blocks promoted in the Ministry’s 2024 investor catalogue.

For an investor, the practical question is: how, legally, does one obtain an oil block in Côte d’Ivoire, and at what point does a right over the acreage actually arise? This article maps the process step by step and highlights the contractual, fiscal and local content issues to be addressed from the outset of any bid.

1. The Legal Framework

The upstream sector is governed primarily by Law No. 96-669 of 29 August 1996 on the Petroleum Code (the “Petroleum Code”), as amended notably by Ordinance No. 2012-369 of 18 April 2012, and by Decree No. 96-733 of 19 September 1996 (the “Implementing Decree”), which sets the general implementing rules and governs the access and award procedure. Taxation of petroleum operations is determined by the General Tax Code and the Finance Laws, together with the Petroleum Code and the petroleum contract. Finally, Law No. 2022-408 of 13 June 2022 on local content in oil and gas activities, its Implementing Decree No. 2023-441 of 24 May 2023 and the related ministerial orders regulate the execution of operations.

The local content regime does not replace the Petroleum Code and the Implementing Decree as regards the award of a block, but it must be factored into the investment case from the outset. Investors should also note that the Minister in charge of hydrocarbons announced in early 2025 a review of the Petroleum Code. Until a new text is adopted and in force, the 1996 framework, as amended, continues to apply.

2. Core Principles: State Ownership and Prior Authorisation

The Petroleum Code vests all hydrocarbon deposits – onshore, in the territorial sea, the exclusive economic zone and the continental shelf, whether discovered or not – in the exclusive ownership of the State, and no one, including the owner of the surface, may conduct petroleum operations without prior authorisation. The State may carry out petroleum operations itself or through Ivorian public-law entities, or authorise Ivorian or foreign companies to do so under a petroleum contract. The contract may provide for the participation of the State or a State-owned company: under the Ministry’s model PSC terms, PETROCI Holding holds an initial non-contributing interest of at least 10%, as in the blocks signed by Petrobras in 2026.

3. Who May Hold an Oil Block?

A petroleum contract, and the authorisations deriving from it, may only be granted to one or more commercial companies incorporated under Ivorian or foreign law. A foreign company must, for the entire duration of the contract, maintain a permanent establishment in Côte d’Ivoire registered with the Trade Register, either an Ivorian subsidiary or a branch. The applicant must demonstrate the technical, financial and legal capacity required, including experience in comparable areas and conditions, notably deep-water acreage.

Where several companies apply together, they must act jointly and severally, as evidenced by a contractual document setting out how petroleum operations will be conducted. The application must designate the operator, which must be a petroleum company. At most one member of the consortium may be a non-petroleum company, such as a financial investor, which is then not required to provide the capacity and experience evidence required of petroleum companies. Subsidiaries must disclose detailed information on their parent company and on the agreements governing their relationship with it in respect of the petroleum operations. A company in formation must associate with one or more petroleum companies and cannot be appointed operator.

4. The Available Contractual Instruments

The Petroleum Code allows the State to enter into concession contracts (an exploration permit followed, upon a commercial discovery, by an exploitation concession), production sharing contracts and, where appropriate, risk service contracts, under which cost recovery and remuneration are paid in cash. In practice, the Ministry indicates that the petroleum contracts in force are PSCs, the template of which is provided to applicants during negotiations, and all recent awards have taken this form.

Under a PSC, the contractor carries out exploration and exploitation exclusively within a defined perimeter, at its own risk. Production is split between “cost oil”, capped at a contractual percentage and used to recover petroleum costs, and “profit oil”, shared between the State and the contractor. Operations are covered by an exclusive exploration authorisation (and, upon discovery, an exclusive evaluation authorisation), followed by an exclusive exploitation authorisation in the event of a commercial discovery.

Separately, the State may grant a reconnaissance authorisation over acreage not covered by a petroleum contract. It is non-exclusive, limited to one year (renewable once), non-transferable and is not a mining title. It confers no priority right: if the State decides to conclude a petroleum contract over the same perimeter, the authorisation lapses automatically and the holder must vacate the area within 30 days (extendable by up to 30 days to complete ongoing works) and communicate its results. The authorisation approved for ESSO (ExxonMobil) in February 2026 is a recent example.

5. The Award Process, Step by Step

The legal framework

The Minister in charge of hydrocarbons divides the territory into blocks, determines by order the type of petroleum contract to be used and approves the model contract that will serve as the basis for negotiations. In practice, blocks are created and delimited by ministerial order, with their coordinates annexed. For example, Order No. 057/MPEDER of 23 October 2017, issued on the proposal of the Director General of Hydrocarbons, created eleven new offshore blocks, CI-700 to CI-710, supplementing Order No. 025 of 5 September 2014, which had created new blocks in the ultra-deep offshore and other areas of the basin. Several of these blocks have since been awarded: CI-705 and CI-709 in 2023, CI-706 and CI-708 to Eni in 2024, and CI-701 and CI-702 to Petrobras in 2026.

A ministerial order declares the areas open to petroleum operations and provides either for direct negotiation of applications or for a call for tenders setting out the conditions and deadline for bids. In recent years, blocks have primarily been awarded through direct negotiation. This call for tenders must not be confused with the tenders that, after award, petroleum companies must run for subcontracts under the local content regime.

Every application must be made in writing and in French. The file must include in particular the applicant’s corporate documents and last three balance sheets and annual reports; evidence of technical, financial and legal capacity and of experience in similar conditions; the identity of its officers, auditors and authorised signatories; the coordinates of the requested perimeter with a map; the duration, work programme and phasing of exploration works; an environmental impact notice; and the specific provisions the applicant proposes for the contract.

The application is recorded in a special register and reviewed for formal admissibility by the Directorate of Hydrocarbons; it must relate exclusively to acreage that is available and open. Competing applications may be filed. The Implementing Decree then provides for referral, via the investment promotion centre (CEPICI), to the Interministerial Petroleum Commission (CIP), which issues a recommendation; the CIP does not itself award the block. If the recommendation is favourable, the Government may open negotiations and, if they succeed, the contract is signed by the President of the Republic or his representatives mandated by decree and by the applicant(s). Unless otherwise agreed, the contract enters into force upon signature (for a concession contract, the exploration permit is granted by decree within fifteen days of signature).

The procedure as published by the Ministry

The Ministry’s 2024 investor catalogue describes a six-step sequence followed in practice. The applicant first requests access to the national data room hosted by PETROCI Holding, physical or virtual. It then sends an expression of interest to the Minister in charge of hydrocarbons, targeting one or more blocks. The Council of Ministers next approves the opening of negotiations with the applicant. The technical and economic terms are then negotiated, on the basis of the PSC key terms sheet (or of bids against specified terms in a tender), by the ministries in charge of hydrocarbons, budget and economy and finance, together with PETROCI Holding. The Council of Ministers approves the outcome of the negotiations, which authorises signature. Finally, the State and the applicant(s) sign on an agreed date; the effective date is the date of signature, which is deemed to grant the exclusive exploration authorisation.

Data room access is requested by letter to the Managing Director of PETROCI Holding and is subject to a confidentiality agreement, visiting fees of US$5,000 per day, a limit of four visitors and a prohibition on copying or photographing documents. Two points follow for investors. Neither admissibility nor a favourable recommendation confers any right over the acreage, which arises only upon signature of the contract. And as the circuit set out in the Implementing Decree and the published practice differ in their description, the institutional route should be confirmed with the administration at the time of filing.

6. Key Terms of the Petroleum Contract

The Petroleum Code lists the mandatory content of the petroleum contract, including the perimeter and duration of each period, renewal and surface relinquishment; minimum work and investment commitments; work programmes, budgets and reporting; obligations following a commercial discovery and the transfer of assets to the State at the end of the contract; the sharing of production and pricing of hydrocarbons; State participation; fiscal, customs and accounting provisions; the employment and training of Ivorian personnel; governing law, stability, force majeure, termination and dispute resolution; and the conditions of assignment and transfer.

The key terms sheet published by the Ministry gives a clearer picture of the commercial framework. On interests, the operator and other partners (plus any additional PETROCI interest) hold 90%, while PETROCI holds an initial non-contributing interest of at least 10%; it may also take an additional contributing interest, at its option, no later than four months after the development authorisation. Exploration is divided into three periods, for a maximum of seven years (shallow to deep water) or nine years (ultra-deep water). The contractor must relinquish 25% of the block after the first period and 25% after the second, and the remaining acreage outside appraisal or exploitation areas after the third.

Work commitments are backed by guarantees: a minimum work programme and budget per period, exploration wells drilled through the Albian over at least 100 metres, and irrevocable bank guarantees for the minimum CAPEX, due within 30 days of signature and at the start of each subsequent period. Cost recovery is subject to a cost stop expressed as a percentage of oil and associated gas production (and of dry gas production for gas). Profit oil and profit gas are shared by daily production bracket, adjusted by a price factor, with the contractor’s share reduced once a cumulative production threshold is reached. A signature bonus (payable within 30 days of signature), a discovery bonus and an exploitation authorisation bonus complete the economics.

The model also carries local obligations: an objective of 70% Ivorian staff on the first anniversary of commercial production, 80% within three years and 90% within five years, with an additional annual training budget of US$500,000 for each objective missed, and annual budgets for training, equipment and social investment programmes, with unused amounts carried forward. Percentages and amounts left blank in the template are negotiated. As the application must already set out the specific provisions the applicant proposes for the contract, these terms should be prepared from the application stage.

7. Fiscal and Customs Regime

Fixed fees on applications

The Petroleum Code subjects applications for the award, renewal, assignment, transfer or relinquishment of petroleum contracts and derived authorisations to fixed fees, the amounts of which are left to the Finance Law. These fees were introduced by the tax annex to the 2012 Finance Ordinance (Ordinance No. 2011-480 of 28 December 2011), which notes that such operations had not previously been taxed. They are declared and paid by the beneficiary of the act to the Ministry in charge of mines and energy (now the Ministry of Mines, Petroleum and Energy), and the proceeds are allocated 90% to the State budget and 10% to that Ministry.

The award of an oil block attracts a fee of FCFA 35 million, and a reconnaissance or study authorisation FCFA 50 million. Entry into the second exploration period costs FCFA 40 million and entry into the third FCFA 75 million; an evaluation authorisation costs FCFA 75 million, and an exclusive exploitation authorisation FCFA 500 million. The assignment of rights over a block is charged on a sliding scale according to transaction value: FCFA 70 million up to FCFA 500 million; FCFA 100 million between FCFA 500 million and 1 billion; FCFA 150 million between FCFA 1 billion and 1.5 billion; FCFA 200 million between FCFA 1.5 billion and 2 billion; and FCFA 250 million above FCFA 2 billion. Relinquishment of rights over a block costs FCFA 100 million. As these amounts may be amended by subsequent Finance Laws, they should be confirmed against the Finance Law in force on the date of each application. The assignment scale is directly relevant to farm-ins and other transfers of interests.

Recurring levies and exemptions

Holders are subject to an annual surface rental set by the contract; to a monthly production royalty for concession contracts (with possible exemptions, notably in deep water); to corporate income tax on petroleum profits, with ring-fenced accounting; to signature and production bonuses where the contract so provides; and, for concession contracts, to an additional petroleum levy where expressly stipulated. Under a PSC, the contract specifies whether profit oil is shared before or after tax; the Directorate General of Hydrocarbons indicates that the State’s share of production includes the corporate income tax payable by the oil company.

Subject to these levies, the holder is exempt from other taxes on profits and dividends and on petroleum operations and related income, and from VAT on goods and services directly and exclusively used for petroleum activities – an exemption extending to petroleum subcontractors. Registration and stamp duties remain payable, save on loans, guarantees and contracts directly linked to petroleum operations. Equipment, materials and spare parts required for the approved work programme may be imported free of import duties and taxes on the basis of a list annexed to the contract, and holders may export their share of hydrocarbons free of export duties.

For the State, upstream revenues are significant: according to the Directorate General of Hydrocarbons, oil and gas revenues recorded in the State financial operations table reached XOF 353.1 billion in 2024 (including XOF 3.6 billion in signature bonuses), up from XOF 182.4 billion in 2023.

8. Local Content: The Post-Award Compliance Layer

Local content is not a separate route to a block, but a set of obligations applying to the execution of petroleum operations after award. Law No. 2022-408 binds petroleum companies, subcontractors, service providers and suppliers, and Decree No. 2023-441 (published in the Official Journal of 24 July 2023) sets out the operational rules, administered by the Directorate General of Hydrocarbons. Its main features are:

• Ivorian company and indices: an Ivorian company is at least 51% owned by Ivorian nationals (or entities they control) and has its real seat in Côte d’Ivoire; performance is measured annually through the Local Expenditure (IDL), Local Goods (IBL), Local Services (ISL) and Local Personnel (IPL) indices, with IDL, IBL and ISL targets set by ministerial order.

• Employment: Ivorian nationals must be employed at all levels; for upstream petroleum companies the minimum IPL rises from 50% at the start of activities to 90% ten years after the start of commercial production; vacancies must be advertised on the digital platform, expatriates may only be employed by derogation supported by a replacement training plan, and some forty positions (including geologists, accountants and lawyers) are reserved to Ivorian nationals.

• Procurement: activities are classified in categories A, B (B-1 for companies incorporated under Ivorian law, B-2 for Ivorian companies in partnership with foreign companies) and C; the N+1 procurement plan must be published by 25 December; tenders are published at least one month before launch and closing notes filed within seven calendar days; contracts above thresholds set by ministerial order require an open tender, and restricted tenders or direct awards above them require prior authorisation.

• Partnerships, plans and reports: non-Ivorian companies must conclude partnership agreements with an Ivorian university or training institute within two years; a local content plan must be filed within thirty days of the start of activities and updated, together with an annual report, by 28 February each year.

• Accreditation: subcontractors, service providers and suppliers need a personal, non-transferable accreditation, renewal of which must be requested at least three months before expiry.

Targets, thresholds and sanctions

Order No. 190/MMPE/DGH of 29 May 2024 sets the following targets for upstream petroleum companies: a Local Goods Index of 20% in the exploration phase and 35% in the production phase; a Local Services Index of 35% and 45%; and a Local Expenditure Index of 25% and 37%. Order No. 051/MMPE/DGH of 6 February 2024 sets the open tender thresholds at FCFA 124 million (exploration) and FCFA 310 million (production) for petroleum subcontracts, and at FCFA 10 million in both phases for services and supplies. It also sets separate, lower thresholds for downstream activities, and provides that any practice designed to circumvent the thresholds in order to avoid an open tender is subject to the sanctions provided for by Law No. 2022-408 and its implementing decree.

More generally, breaches are subject to administrative fines which, for a PSC holder, reach up to FCFA 200 million (for example, for awarding a contract above the authorised threshold without prior authorisation) and FCFA 100 million for each missed index target. The contract may be terminated if a breach is not remedied within sixty calendar days of formal notice, and the amounts of contracts awarded without the required authorisation or to non-accredited contractors cannot be recovered by the PSC holder.

Digital platform: registration and fees

Order No. 137/MMPE/DGH of 15 April 2024 created the digital platform dedicated to local content, managed by the hydrocarbons administration. Registration is mandatory and annual for every petroleum company, petroleum subcontractor, service provider and supplier operating in the sector. The platform dematerialises accreditation applications and renewals, the filing of local content plans and reports, notifications, and the publication of vacancies, procurement plans and calls for tenders; it also hosts the register of accredited companies, allows petroleum companies to consult the database of subcontractors and suppliers, and is used by the administration to review procurement plans, check the compliance of tenders and publish administrative sanctions.

Annual registration fees vary according to the type of activity and the profile of the company. A petroleum company in the exploration phase pays FCFA 5 million if Ivorian, FCFA 10 million if incorporated under Ivorian law and FCFA 20 million if foreign; in the production phase, FCFA 20 million, FCFA 30 million and FCFA 60 million respectively. A petroleum subcontractor pays FCFA 500,000, FCFA 5 million and FCFA 10 million respectively, and a service provider or supplier FCFA 100,000, FCFA 1 million and FCFA 3 million respectively.

Since Circular No. 0001/MMPE/DCL of 16 April 2026 issued by the Directorate of Local Content, registration fees and accreditation processing fees must be paid into the bank accounts designated by that Directorate; registration and accreditation applications are validated only once payment has been effectively confirmed, and companies that benefited from deferred payment must settle the amounts previously due.

9. Practical Recommendations for Investors

• Start with the data: access the PETROCI data room and verify the ministerial order creating the block and its coordinates, that the block is free and open, the award method applicable and the model contract.

• Structure the vehicle and consortium early: choose between a branch and a local subsidiary, document the joint and several undertaking and the operator designation, and prepare the disclosure of parent-company arrangements.

• Treat the application as the opening of negotiations: work commitments and guarantees, cost stop and profit oil brackets, PETROCI participation, stability and assignment should be addressed in the proposed specific provisions.

•   Map the moment rights arise: neither admissibility, a recommendation nor approval to negotiate confers rights; rights arise upon signature of the contract.

• Budget the regulatory costs: data room fees, fixed fees on applications (FCFA 35 million for a block award, up to FCFA 250 million for an assignment), bank guarantees, bonuses and annual training and social budgets should be anticipated.

• Build local content compliance from day one: indices, reserved positions, tender thresholds, accreditation, platform registration and the reporting calendar should be built into the operator’s compliance framework from the start of activities.

• Monitor legislative change: with a Petroleum Code review announced, the stability provisions of the contract deserve particular attention.

Conclusion

Securing an oil block in Côte d’Ivoire is best understood as a continuous legal chain: access to data, opening of the acreage, application, review, negotiation, signature and entry into force, followed by regulated execution under the local content regime. Each link involves a distinct authority and a distinct legal effect. Investors who align their deal structure, application file and negotiating strategy with this sequence and who anticipate post-award compliance from the outset will be best placed to secure their rights over the acreage.