Gabon, like its neighbours in the Central African sub-region, has significant gas opportunities. The country combines a large resource base, a flagship LNG project at Cap Lopez, and a power system that needs more reliable supply. Against this backdrop, investors seeking to enter the market and capitalise on these opportunities have to navigate a complex web of laws governing gas activities, relevant stakeholders and tax considerations.
1. The Regulatory Framework for Upstream Oil and Gas
Upstream gas activities are governed primarily by the 2019 Hydrocarbons Code. Production, commercialisation and flaring are regulated under the Code and overseen by the Ministry in charge of Hydrocarbons.
The Code also establishes specific obligations for gas operators. Article 118 requires a 10-year gas plan, while Article 125 prohibits gas flaring and venting, subject to limited authorisation and field-specific thresholds set by the competent authority. Article 123 also provides that domestic gas commercialisation should follow a master plan established by the State.
Gas-to-power projects must account for a second regulatory framework. Electricity is governed separately under the 2023 Electricity Law (Law No. 012/2023). Investors developing gas-to-power projects therefore need to consider both frameworks: the Hydrocarbons Code for the gas supply and the Electricity Law for power generation and related activities.
2. Electricity Market Entry: Licensing, Investment and SEEG Restructuring
The 2023 Electricity Law changes the legal structure of Gabon’s electricity market. Section 36 fully liberalises production, transmission, distribution and commercialisation, ending SEEG’s monopoly in law.
Two entry routes exist:
- Public-service delegation: this includes a concession, lease, management contract or PPP. It is reserved for Gabonese entities and licensed by the energy minister under Section 62.
- Direct investment agreement: this route is open to foreign investors but is limited to production and transmission and is licensed under Section 21.
Neither route has a detailed, competitive award procedure; both point toward negotiated deals with the state.
SEEG’s restructuring adds another consideration for investors. The government tabled bills in June 2026 to split SEEG itself into two successor entities, La Gabonaise des Eaux and Électricité du Gabon, with the split due to take effect on 1 January 2027. Implementing decrees for the 2023 law are still pending.
Any offtake or grid-access agreement signed with “SEEG” as counterparty should therefore specify which successor entity inherits the obligation.
3. Gas Fiscal Terms: What Investors Need to Consider
Gas fiscal terms are more favourable than oil. Within a PSC, the state’s share of production is negotiated inside bands of roughly 25% for conventional gas and 20% for deep offshore, compared with 45% and 40% for oil. Cost recovery runs to 80–90% for gas versus 70–75% for oil.
Corporate income tax is folded into the state’s share and paid in kind rather than levied separately. Qualifying deepwater PSCs add corporate income tax exemptions and capital gains relief.
However, investors should distinguish statutory provisions from the practical fiscal terms of individual projects. The 2019 Code references a gas tax regime that does not appear to have been separately enacted. Terms are therefore set PSC-by-PSC within the statutory bands rather than through a published gas tax schedule.
A gas-to-power or midstream project sitting outside a PSC falls under the ordinary tax code: 30% corporate income tax, 35% for oil and mining, and 18% VAT unless it qualifies for Special Economic Zone treatment.
Government participation is another factor in the upstream structure. The state’s mandatory carried interest in upstream licences, held through Gabon Oil Company, has fallen from 20% to 10% under the code reform. This represents a smaller compulsory government stake than before.
However, GOC has been offsetting that by buying producing assets outright, including Assala Energy’s Gabonese portfolio and Tullow Oil’s assets. It is therefore increasingly a commercial counterparty as well as the state’s regulatory vehicle.
4. Special Economic Zones and Industrial Gas Projects
SEZs provide a separate and potentially more attractive investment route. Gabon’s special economic zones, including Nkok, offer up to a 25-year exemption from corporate tax, withholding tax, VAT and import duty.
For a midstream or industrial gas-use project tied to an SEZ, these incentives can matter more than the hydrocarbons fiscal regime itself.
5. Pipeline Access: A Right in Principle, Not Yet in Detail
Pipeline access remains an area where investors need to distinguish legal principle from implementation. The 2019 Code introduces a third-party access right for gas transport and storage, but no published tariff or procedure has been confirmed.
Until implementing regulation appears, investors should treat pipeline access as a negotiated right rather than assume that a fully operational access regime is already in place.
6. Investor Due-Diligence Checklist
Before committing capital, investors should resolve the following questions:
- Which law governs the activity: the 2019 Code, the future Gas Code, the 2023 Electricity Law, or more than one?
- For upstream, where do the PSC terms sit within the statutory gas bands?
- For gas-to-power, which electricity-licence route applies, and does it match the activity?
- What is the confirmed status of the Gas Code and the Electricity Law’s implementing decrees?
- Does an SEZ or investment-charter incentive beat the sector-specific fiscal regime?
- Is third-party pipeline access confirmed in writing, or only referenced in principle?
- Who is the paying counterparty and, after 1 January 2027, is that still SEEG or one of its successors? What payment-security mechanism protects that revenue?
7. What Investors Should Treat as Current, and What Remains Pending
The current investment picture requires a clear distinction between rules already in force and reforms still awaiting implementation. The 2019 Code and the 2023 Electricity Law are treated as the only rules currently in force.
However, investors should treat the Gas Code, the SEEG split and any pipeline-access tariff as pending reforms to verify at signing, not assumptions to build into a financial model.
For investors assessing Gabon’s gas market, the opportunity is closely tied to regulatory certainty. The key is to distinguish what is already legally operational from reforms and market mechanisms that still require confirmation before they can safely underpin an investment decision.
