Venezuela Enacts New Organic Law of Mines: Key Takeaways for Investors and Mining Operators

On April 16, 2026, Venezuela enacted and published the new Organic Law of Mines (the “Amended Mining Law”), which transforms its legal framework governing mining activities and repeals both the prior Decree with Rank and Force of Mining Law of 1999 and the 2015 Organic Law reserving gold and strategic mineral activities to the State.

The Amended Mining Law was developed in the context of US sanctions relief, with the US Treasury issuing general licenses permitting transactions involving Venezuelan-origin minerals, provision of technology and services, and contract negotiations. It also follows Venezuela’s transformation of its hydrocarbons sector with a New Hydrocarbons Law Amendment, which similarly opens new pathways for private-sector participation in the country’s energy industry.

Key Takeaways

The Amended Mining Law transforms Venezuela’s mining regulatory framework, introducing significant opportunities for private participation. Key takeaways include:

• Gold and strategic mineral activities that were previously reserved exclusively to the State are now open to private concessionaires.
• Full foreign ownership is permitted in specified mineral categories, ending the prior mandate for state-entity participation in joint ventures.
• Concession terms have been extended from 20 years (under the previous legal framework) to 30 years, with two optional 10-year renewals (up to 50 years total).
• Disputes may now be resolved through international arbitration, replacing the prior requirement for exclusive resolution in Venezuelan domestic courts.
• A reformed royalty and tax regime establishes flexible rates of up to 13% of gross production value for royalties and up to 6% for the mining tax on primary activities, with various exemptions from other preexisting taxes and contributions. The National Executive has discretion to further reduce taxes and grant fiscal incentives.

Key Features of the Amended Mining Law

Scope and Entities Authorized to Carry Out Mining Activities

The Amended Mining Law applies to all natural and legal persons, whether public or private, national or foreign, that carry out activities related to mining in Venezuela. It reaffirms the principle established in Article 12 of the Venezuelan Constitution that all mining deposits existing in the national territory, regardless of their nature, remain inalienable and imprescriptible public-domain assets of the Bolivarian Republic of Venezuela (the “Republic”).

The Amended Mining Law identifies six categories of entities authorized to engage in mining activities:

(1) Companies exclusively owned by the Republic or its subsidiaries;
(2) Mixed companies in which the Republic holds more than 50% of the share capital;
(3) Companies with minority State participation authorized by the State;
(4) Private companies authorized by the State;
(5) Mining brigades formed by artisanal miners; and
(6) Natural persons engaged in individual artisanal mining.

New Institutional Framework

The Amended Mining Law creates or reorganizes several key institutions:

• Ministry of Mines (Órgano Rector): The Ministry with competence in mining matters serves as the governing body responsible for policy formulation, strategy, and supervision of mining activities. Among its competencies, it is expressly charged with promoting private and foreign investment in the mining sector within a framework of legal certainty.
• National Superintendence of Mining Activity (Superintendencia Nacional de la Actividad Minera): A new public institute attached to the Ministry with legal personality and functional autonomy, responsible for the supervision, control, inspection, and oversight of all mining activities, as well as the administration of taxes and royalties. The National Mining Inspection and Enforcement Service is to be suppressed, with its competencies, personnel, and assets absorbed by the new Superintendency.
• National Institute of Geology and Mining (Instituto Nacional de Geología y Minería): A public institute charged with interdisciplinary research in geology, geophysics, geochemistry, mining engineering, and related disciplines, as well as the quantification of mineral resources and certification of reserves.
• National Mining Fund (Fondo Nacional Minero): A decentralized service under the Ministry that channels resources toward social and economic projects in areas where mining activity occurs.

Concession Regime, Mining Contracts, and Licenses

Concession Regime

• Requirements: Any natural or legal person seeking to carry out primary exploration and exploitation activities must obtain a mining concession, which is regulated by contract and grants the holder an exclusive right to explore, exploit, and commercialize the granted mineral substances. Applications must demonstrate technical, economic, and financial capacity and specify special advantages offered to the Republic. Concession contracts must be submitted to the Attorney General’s Office (Procuraduría General de la República) for review.
• Duration: Concessions may not exceed 30 years from the date of publication in the Official Gazette, with up to two successive extensions of no more than 10 years each. The extension request must be made at least six months before expiration; if no notification is issued within six months, the extension is deemed granted.
• Spatial Limits: A single concession may encompass a maximum of one mining lot (12 parcel units, totaling 6,156 hectares), and a single holder may not hold concessions over more than two lots (24 parcel units), unless authorized by the President for reasons of national interest.
• Transferability: Concessions and mining contracts are transferable with prior authorization from the Ministry, provided there are no issues involving national security, financial or technical incapacity of the transferee, lapse of the right to transfer, or indications of money laundering, terrorism financing, or organized crime. Concession contracts are indivisible. Partial transfers do not have effect with respect to the State.
• Extinction and Revocation: Concessions are extinguished by expiration, renunciation, or declaration of lapse. Grounds for revocation include failure to carry out exploration or commence exploitation within prescribed periods, unjustified shutdown for six months, failure to pay royalties for one year, failure to submit feasibility studies, noncompliance with special advantages offered, or repeated infractions resulting in maximum sanctions.

Mining Contracts

Once the resolution granting the mining title is published, the Ministry will enter into mining contracts with title holders to set forth the rights and obligations derived from the title. Mining contracts must maintain the economic and financial equilibria originally agreed upon, and favorable conditions must be preserved during the life of the agreement. If subsequent tax modifications negatively affect the economic purposes of the agreement, the National Executive shall make adjustments to restore economic equilibrium, including modification of royalty percentages, taxes, tariffs, contractual terms, and compensation mechanisms.

Mining Licenses

For small-scale primary mining activities, a mining license is required. A mining license is a precarious title that does not confer real rights and cannot be alienated, encumbered, leased, transferred, or assigned.

Exploration and Exploitation

Exploration Period

The exclusively exploratory period may not exceed six years from the date the authorizing instrument is obtained, with up to two extensions of no more than two years each.

Exploitation Period

To commence the exploitation phase, the interested party must submit a comprehensive package of documentation, including environmental bonds, a performance bond, a technical-financial feasibility study, an environmental and sociocultural impact study, and an estimation of mineral resources and reserves verified by the National Institute of Geology and Mining. Exploitation may not exceed 30 years, extendable by two successive periods of up to 10 years each. Once the exploration phase is completed, exploitation must begin. Exploitation may not be halted without justified cause for more than six months, except in cases of force majeure or fortuitous event.

Scales of Mining Activity

The Amended Mining Law establishes three scales of mining activity, as set forth in the table below:

Strategic Minerals and State Reservation

Minerals of any class that are fundamental to economic development, national industry, or national defense and security may be declared strategic by Presidential Decree. The State may reserve primary and ancillary mining activities for strategic minerals. Operators with previously granted rights shall continue to exercise such rights, and commercialization shall occur under conditions no less favorable than those agreed in existing contracts, licenses, and permits. Gold-bearing mining areas and other strategic minerals may be declared Security Zones by Presidential Decree.

Fiscal Regime

Royalties: The State is entitled to a royalty of up to 13% of the gross production of the mineral, calculated on the commercial value of the final product. The royalty may be demanded in money or in kind.

Mining Tax: Legal persons carrying out primary activities are subject to a mining tax of up to 6% of total monthly accrued income (i.e., monthly gross production value), with no deductions allowed. The Ministry, with the opinion of the Ministry of Finance, sets the applicable rate considering the nature of the project, the type of mineral, and capital-investment requirements.

Certain Tax Exemptions: Mining operators are exempt from the Large Estates Tax (Impuesto a los Grandes Patrimonios), certain special contributions under the laws on science and technology, sports, drugs, social security pensions, and the social responsibility commitment under the Public Procurement Law. State and municipal taxes are also excluded.

Critical Minerals and Rare Earths: A special tax regime may be established by the National Executive for primary or related activities involving critical minerals and rare earths. Exports of such minerals are subject to a tax of up to 5% of the gross value of the export.

Import Benefits: Machinery and other goods imported duty-free for exclusive use in granted areas may not be sold or used outside those areas without National Executive authorization.

Commercialization of Gold

The Central Bank of Venezuela holds a preferential right to purchase gold mineral obtained from any mining activity in the national territory. Gold must be offered through the Ministry and the Central Bank has five business days to acquire it under competitive market conditions. If that period expires without a purchase, commercialization to third parties is authorized. When non-mining operators export gold, the Ministry may authorize commercialization and establish a payment of up to 5% of the fine weight corresponding to the total quantity exported.

Dispute Resolution

The Amended Mining Law permits contracting parties to agree that disputes arising from regulated mining activities may be resolved by the competent courts of Venezuela or through alternative dispute-resolution mechanisms, including mediation and arbitration. The Ministry, in consultation with the Attorney General’s Office, is to establish guidelines for such clauses. Clauses drafted in accordance with those guidelines do not require additional authorization under the Organic Law of the Attorney General’s Office or the Commercial Arbitration Law.

Sanctioning Regime

The Amended Mining Law establishes a detailed sanctioning regime, with fines calculated in multiples of the official exchange rate of the highest-value currency published by the Central Bank of Venezuela. Key sanctions include:

• Exploitation without authorization: Fine of up to 100,000 times the exchange-rate equivalent.
• Use of environmentally harmful substances: Fine of 1,000 to 100,000 times the exchange-rate equivalent.
• Failure to notify discovery of different minerals: Fine of 1,000 to 10,000 times the exchange-rate equivalent per day of delay.
• Illegal exercise of mining activities: Imprisonment ranging from 6 months to 10 years, or 10 to 15 years if carried out in a special environmental protection zone.

Fines are doubled in cases involving environmentally protected areas, concurrent infractions, recidivism, or damage to the national treasury exceeding 100,000 times the exchange-rate equivalent.

Transitional Provisions

Existing mining operators must adapt their activities to the new regulatory framework within one year of the Law’s effective date (i.e., April 26, 2027). Regulations implementing the Amended Mining Law are to be published within 180 days (i.e., October 23, 2026).

Contracts entered into under the Constitutional Anti-Blockade Law maintain their full validity, with parties required to make necessary adaptations within 180 days (i.e., October 23, 2026). The prior tax regime continues to apply during that period, and the adaptation process may not result in a deterioration of previously agreed contractual conditions.