01
Buying the company is not the same as transferring the licence
In a share deal, control changes while the same entity remains the subsoil user. In an asset deal, property may move to the buyer, but the subsoil right transfers only on statutory grounds. Reorganisation, intra-group transfers and insolvency sales each have their own conditions.
- Share deal
- The subsoil-user company remains; change-of-control approvals are tested.
- Asset deal
- Wells, equipment, land and contracts transfer separately; the licence does not automatically follow.
- Reorganisation
- Transfer depends on the form and the new user's eligibility.
- JV
- Governance, funding, work programme, deadlock and exit must fit the licence regime.
02
The licence is the core diligence asset
We review the permitted use, boundaries, term, minerals, production parameters, payments, project commitments, exploration milestones, reporting and early-termination grounds. Amendments, breach notices, suspensions and the history with Rosnedra are examined separately.
03
Due diligence connects law and geology
Legal diligence covers the ownership chain, licence, grant decisions, land and infrastructure rights, environmental requirements, contracts, tax, disputes and security interests. Technical advisers confirm reserves, production, CAPEX, well condition, work programme, abandonment liabilities and source-data quality.
04
Reserves, project and economics must describe the same asset
State reserves examination, technical project, actual production, licence and financial model are reconciled. Price and seller warranties should not rely on volumes that the buyer cannot legally or technically realise after closing.
- Reserves
- Examination records, categories, date and source data.
- Project
- Approval, production targets, deviations and amendments.
- Infrastructure
- Wells, pipelines, power, land, access and contractors.
- Economics
- Extraction tax and other payments, CAPEX, abandonment and price sensitivity.
05
The subsoil right transfers only under statute
A subsoil right cannot be assigned like an ordinary contractual claim. Article 17.1 of the Subsoil Law sets out the permitted grounds and eligibility requirements. Before signing, we define the legal route, re-issuance package, authority, timetable and consequences of refusal.
06
Foreign participation is tested before the structure is fixed
For federal-significance subsoil plots and strategic companies, direct and indirect participation, group relations, control and corporate-agreement rights are reviewed together with applicable clearances. Merger control, strategic-investment and sector rules run in parallel; one approval does not replace another.
07
The SPA must allocate licence risk
Deal documents address the precise perimeter, licence and geological-data warranties, work-programme compliance, absence of undisclosed breaches, environmental and tax liabilities, approval conditions, data access and transfer of operational control.
08
Closing protects approvals and continuity
Before funds move, approvals, absence of prohibitions and new breaches, key contracts, financing, infrastructure access and registry readiness are confirmed. Post-closing work covers notifications, licence changes, governance, bank authorities and the nearest licence milestones.
09
Red flags that change price or structure
An active breach notice; operations outside the licence; overdue work programme; unverified reserves; missing land or infrastructure rights; material environmental liabilities; transfer restrictions; unapproved foreign control; or security and title conflicts over key assets.
10
Documents needed before the term sheet
Licence and all amendments; grant decisions; technical project and reserves-examination materials; regulator correspondence and reports; land, well and infrastructure documents; production and environmental data; ownership and UBO chain; offtake, transport and service contracts; tax model; disputes and security interests.