Zambia Law Over Borders Comparative Guide 2026

In an asset purchase, the acquirer selects and acquires specific assets of a business entity and does not acquire any shareholding in the affected business entity. This structure allows the acquirer to ring-fence against the liabilities of the entity disposing the assets, although if an asset or business is transferred as a going concern, such a transfer would not attract the payment of value added tax (VAT), but the transferee would incur the liability of the transferor subsisting immediately before the transfer takes effect and need to comply with the following requirements: • the keeping and preserving or the production of any records or accounts; • the furnishing of tax returns; • paying any tax or interest under the VAT Act; and • complying with any requirements made in respect of the business by the Commissioner-General of the Zambia Revenue Authority. Amalgamations are also permissible under Zambian law despite their less common use in practice. Amalgamation involves two or more entities merging into a single entity. This process results in the dissolution of the initial entities, which cease to exist independently with their assets, liabilities, and operations being integrated into the newly formed entity.

        2. How would you describe the current M&A market in Zambia?

The Zambian M&A market is currently more active and dynamic than it was 12–18 months ago, with a noticeable increase in deal activity, particularly in the mining, financial services, energy, agriculture, and infrastructure sectors. This growth has been driven by, inter alia, renewed investor confidence and strong global demand for critical minerals, positioning Zambia as a key destination for resource-focused investment and a disposal by outgoing shareholders in other transactions. Following Zambia’s positive strides in restructuring its national debt, the Zambian economy is projected to grow with an anticipated surge in M&A activity

    3. What major trends have you seen in the past 12–24 months?

Over the past 12–24 months in Zambia, major M&A trends have included the following:

• Acquirers have increasingly adopted more rigorous due diligence processes to identify potential risks in target companies.
• Sellers have shown a growing willingness to pursue auction-driven M&A processes involving multiple bidders and set out process timelines.
• The energy crisis in Zambia has reshaped the structuring of M&A transactions, with the development of captive power plants or the securing of energy supply increasingly forming part of deal arrangements. This has, in turn, extended transaction timelines. At the same time, the crisis has created new opportunities in Zambia’s energy sector, particularly following the recent introduction of open access to the national grid, which is expected to stimulate further investment in Zambia’s energy sector.
• Public-private partnerships (PPP) and joint ventures (JV) with government entities have become more common, particularly for infrastructure and large scale projects, such as the revitalisation of the Tazara Railway and the Indeni Oil Refinery, which have been done as PPPs and JVs, respectively.
• Increased investment interest in Zambia across a broad range of sectors — including mining, infrastructure, and agriculture — particularly from investors in the Middle East and the Far East

       4. What are your predictions for the M&A market in the next 12–24 months?

In the next 12–24 months, we anticipate a measured but increasingly active M&A market in Zambia. The surge in M&A activity will continue to be driven by a number of factors, which include the following:

• Sector-specific legislative reforms by the Zambian government. In the mining sector, for example, the Zambian government recently enacted the Geological and Minerals Development (Local Content) (Preference for Goods and Services in the Mining Sector) Regulations, 2025, Statutory Instrument No. 68 of 2025 (“Local Content Regulations”). Principally, the Local Content Regulations require that by June 30, 2026, mining or mining-related companies must reserve a minimum of 20% of their annual procurement budget for core mining goods and services to entities where at least 25% of the equity is owned by Zambian citizens. Mining or mining-related companies are further required to progressively increase the reserved minimum procurement threshold to not less than 40% by the end of 2030. This is expected to trigger the acquisition of equity interests in major suppliers of core mining goods and services by Zambian citizens, with considerations on how to structure and finance such transactions critical to the success of the transactions.
• The rising global demand for critical minerals. The mining sector accounts for a significant share of M&A activity in Zambia and the rising global demand for critical minerals such as copper is expected to encourage the acquisition of equity interests in companies operating in Zambia’s copper-rich areas.

       5. What are the key laws and regulations governing M&A?

While the commercial terms of M&A transactions are largely governed by the common principles of contract in Zambia, M&A transactions are required to comply with the provisions of, inter alia, the following pieces of legislation:

• The Companies Act No. 10 of 2017 as amended from time to time (“Companies Act”). The Companies Act regulates, inter alia, share transfers, share subscriptions, and amalgamations and outlines the procedures to be complied with in effecting the same. The Patents and Companies Registration Agency is the main regulatory authority that administers the provisions of the Companies Act.
• The Competition and Consumer Protection Act, No. 24 of 2010 as amended from time to time (“Competition Act”). The Competition Act regulates mergers in Zambia and principally requires parties to a merger transaction that meets the prescribed financial threshold to seek the approval of the Competition and Consumer Protection Commission (CCPC) prior to the implementation of the merger transaction.
• The Securities Act No. 41 of 2016 as amended from time to time (“Securities Act”). The Securities Act applies to M&A transactions involving listed entities or entities whose securities are registered with the Securities and Exchange Commission (SEC).
• The Property Transfer Tax Act, Chapter 340 of the laws of Zambia (“PTT Act”). The PTT Act provides for the levying and collection of property transfer tax on a transfer of “property”, which includes, inter alia, shares, land, mining rights, and intellectual property.

Other sector-specific legislation that would need to be complied with include the following:

• The Banking and Financial Services Act No. 7 of 2017 as amended from time to time (BFSA). The BFSA applies to M&A transactions involving financial institutions and is administered  the Bank of Zambia (BOZ).
• The Minerals Regulation Commission Act No. 14 of 2024 (“MRC Act”). The MRC Act applies to M&A transactions involving the acquisition of mining rights and is administered by the Minerals Regulation Commission (MRC).
• The Insurance Act No. 38 of 2021 (“Insurance Act”). The Insurance Act applies to M&A transactions involving insurance entities and is regulated by the Pensions and Insurance Authority (PIA).
• The Energy Regulation Act No. 12 of 2019 (“Energy Act”). The Energy Act applies to M&A transactions in the energy sector and is administered by the Energy Regulation Board (ERB).

Prior approval from the CCPC would need to be obtained for M&A transactions that meet the prescribed merger and financial thresholds. Further, depending on the sector in which the target operates, approval and post notifications would need to be obtained or made to sector regulators, which include:

• BOZ;
• MRC;
• PIA;
• ERB; and
• SEC.

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