A draft decree obtained by Bankable proposes amendments to the Democratic Republic of Congo’s mining regulations governing Congolese employee share ownership.

Under the draft, companies that are not yet compliant with the new requirements would have six months from the date the decree enters into force to meet them. The new deadline replaces the current, which is set to July 31, 2026. Labour unions, however, are pushing for the rules to take effect immediately.

Questions over the decree's enforceability remain. Mining industry representatives, speaking on condition of anonymity, said the latest draft has yet to undergo a meaningful final consultation process. One of the key legal issues is whether a decree, which ranks below a law in the legal hierarchy, can impose obligations on companies incorporated or granted mining permits before the 2018 Mining Code entered into force. The code provides that the employee share ownership requirement applies only to companies established after its enactment.

The draft specifies that the Mining Code’s requirement for Congolese individuals to hold at least 10% of a mining company’s share capital would apply only to holders of mining permits and applicants seeking mining permits. Holders of exploration permits would not be covered.

The required ownership stake would be divided into two portions: at least 5% would be reserved for the mining company’s Congolese employees, while at least 5% would be allocated to other Congolese individuals eligible to acquire the shares.

The draft also outlines how employees would gain access to company ownership. The 5% stake reserved for Congolese employees would be held through a cooperative formed by the company’s workers. The arrangement is intended to consolidate employee ownership within a single vehicle rather than creating fragmented individual shareholdings.

Employee participation would not be granted free of charge. The draft provides that the mining company would sell the shares to the employee cooperative on interest-free credit. To repay the purchase price, the company could withhold up to 80% of the dividends due to the cooperative until the debt has been repaid in full.

However, the arrangement could also delay the economic benefits received by employees. That will depend on the price of the shares, the company’s financial performance, its dividend distribution policy, and other terms to be established through a ministerial order.

Valuation therefore becomes one of the most sensitive aspects of the reform. The draft states that the sale price of the shares must be determined in line with the company’s value and prevailing market conditions. In the event of a dispute, the parties could first seek conciliation through the General Secretariat for Mines before referring the matter to the commercial court hearing summary proceedings.

The issue is particularly significant for large mining companies operating in the Democratic Republic of Congo. In highly capitalized companies, a 5% equity stake can represent a substantial amount. The valuation methodology will therefore be critical in determining the practical impact of the measure and its acceptability to both operators and workers.

The draft also seeks to prevent Congolese shareholdings from being diluted through future capital transactions. It provides that capital increases must not dilute the shares reserved for Congolese individuals, whether they are employees or other eligible beneficiaries.

The text also introduces measures aimed at preventing circumvention. Companies that obstruct the implementation of the new provisions could face the sanctions provided for under the Mining Code. Fraudulent practices designed to bypass the rules, including the use of unlawful nominees, fictitious shareholders, or shell companies, could also be penalized.

The reform is part of the Congolese authorities’ effort to increase national participation in a mining sector that remains largely dominated by foreign capital. It also responds to a long-standing demand to allow Congolese workers to benefit more directly from the value created by mining companies.

Several issues remain to be clarified. The draft leaves it to ministerial orders to establish the detailed rules governing share acquisitions, the operation of employee cooperatives, valuation, repayment arrangements, and the practical implementation of the system.

The governance of employee cooperatives will nevertheless be a key issue. The rules will need to determine how workers will be represented, how decisions will be made, how dividends will be managed, and what will happen to an employee’s rights in the event of resignation, retirement, dismissal, or death.

Beyond the principle of allocating 5% of equity, the key question is whether the reform will create genuine economic participation for employees or merely establish a mechanism that is largely symbolic. That will depend on transparent valuation, the ability of cooperatives to operate effectively, and the willingness of mining companies to implement the system without undermining its substance.

The draft decree therefore marks an important step. It provides a more detailed framework for an obligation that has been the subject of significant differences in interpretation, while also paving the way for a new round of negotiations between the government, mining companies, workers, and industry organizations.