The new Investment Promotion Bill represents a significant shift in how Namibia intends to regulate who may invest in its key economic sectors, including mining and energy, and their associated value chains.
At the heart of the Bill is Section 30, which empowers the Minister of Trade to designate whole sectors or specific business activities as reserved for the State, reserved for Namibians, open to foreign investors only through mandatory joint ventures with prescribed local equity, or classified as strategic activities that require ministerial approval for every investment or change of control.
The Bill sets out clear definitions for all entities operating under it. An “investor” includes both foreign and Namibian investors.
In contrast, a “foreign investor” is defined as a non-Namibian natural person, or an enterprise incorporated in Namibia or elsewhere that is not directly or indirectly owned or controlled by a Namibian, and that has made or seeks to invest in Namibia.
An “investment” is defined in Section 2 of the Bill, while an “investment proposal” refers to a proposal that must be submitted for approval in terms of Section 35(2)(d).
This authority to designate sectors is not exercised in isolation.
Section 31(7) makes it clear that the Minister of Trade must, together with relevant sector ministers, consider all inputs before issuing a designation.
For mining and petroleum matters, this places the Minister of Industrialisation, Mines and Energy at the centre of the decision-making process.
Once a sector is designated, any new investment or any change in control of an existing investment—whether occurring directly in Namibia or indirectly through offshore transactions—falls under Section 33.
This provision requires investors to obtain written approval before proceeding with mergers, restructurings, adjustments in beneficial ownership or board-level arrangements that may shift influence over a Namibian asset.
Section 33(5) reinforces this oversight by requiring that such applications be lodged at least sixty days before the intended change.
The Bill also establishes a national registration system under Section 38, creating a centralised record of all foreign and domestic investors in designated sectors. Without this registration, companies cannot access incentives, procurement opportunities or licences linked to natural resources.
While the Investment Bill determines who may enter a sector, the Minerals Bill determines what happens once they are inside it.
The Minerals Bill is intended to replace the 1992 Act, which no longer reflects modern transparency standards, environmental expectations or the complex ownership structures of contemporary mining companies.
One of its most significant reforms is an expanded definition of controlling interest.
The Bill subjects indirect changes of control to regulatory scrutiny, including pledges, beneficial-ownership shifts, offshore restructurings and board-level arrangements that may transfer influence.
This becomes particularly consequential when read alongside the Investment Bill.
If mining is designated as a strategic sector under Section 30(2)(d), every change of control would require Minister of Trade approval in addition to the approvals required under the Minerals Bill.
This raises concerns that Namibia may unintentionally create a dual gatekeeping system for mining transactions.
Beneficiation is another area where the two laws intersect.
The Minerals Bill introduces mandatory local processing requirements, reflecting the government’s ambitions to retain more value in the country.
If adequately implemented, beneficiation could keep an estimated N$10 billion annually that currently leaves Namibia through the export of raw materials.
Under the Investment Bill, the Minister of Trade may reserve beneficiation activities for Namibians under Section 30(2)(b), require joint ventures with specified local ownership under Section 30(2)(c), and assess value-addition as part of project approval under Section 35.
In practice, beneficiation becomes enforceable not only as mining policy but also as an investment-entry condition.
The Minerals Bill also strengthens transparency and environmental protection. It introduces mandatory environmental and social impact assessments, community engagement requirements, rehabilitation guarantees and clearer rules for licence suspension or cancellation.
These are reinforced by Section 35(1)(h) of the Investment Bill, which requires environmental impact to be considered when approving investments.
Section 35(1)(l), which instructs decision-makers to examine an investor’s compliance record in other jurisdictions, further complements efforts to improve accountability across the mining industry.
Industry analysts have expressed concern that the combined effect of these two Bills may introduce complexity into the regulation of ownership changes. Clause 64 of the Minerals Bill already casts a wide net over indirect transfers of influence, and, when read together with Section 33 of the Investment Bill, which requires pre-approval for control changes in designated sectors, the result may be a two-step approval process affecting publicly listed companies whose global shareholding structures change frequently.
The Minerals Bill establishes how Namibia’s resources must be managed, how licence holders must operate and what environmental and social obligations they must meet.
The Investment Bill determines who may own or control assets in those sectors, how foreign participation should be structured and what national-interest conditions must be met before investments are authorised.
Taken together, they create an integrated governance architecture in which the Minister of Trade acts as the central authority for investment entry and ownership regulation, while the Minister of Industrialisation, Mines and Energy remains the authority governing extraction itself.
The emerging framework is the most far-reaching overhaul of Namibia’s mining and investment governance since independence.
If implemented cleanly and with clear control thresholds, it will enable the country to capture more value, strengthen transparency, and align the extraction sector with national development priorities.
