Section 11 Transfers — questions
Section 11 transfers: frequently asked questions
Section 11 of the MPRDA requires ministerial consent for a transfer of a mining or prospecting right and for a change of control of the unlisted company that holds it. A transaction that closes without that consent is void.
What is section 11 consent under the MPRDA?
It is the written ministerial consent required before a mining or prospecting right is ceded, transferred, encumbered or before the unlisted company holding it changes control.
Does section 11 apply to a share sale?
Yes, section 11(4) applies to a change of control of an unlisted company or close corporation holding a right, even where only shares change hands and the right itself is untouched.
What happens if I close a transaction without section 11 consent?
The transaction is void for MPRDA purposes, meaning it has no legal effect even if it has been signed and implemented commercially.
Does section 11 apply to listed companies?
Section 11(4) does not apply to a change of shareholding in a company listed on a recognised stock exchange, which instead has a notification obligation.
Can a bank take security over a mining right?
Yes, but mortgaging or encumbering a right also requires section 11(1) consent before the security is validly created.
Does section 11 apply to internal group restructures?
It can, where the restructure results in a change of control of the company holding the right, even without an external buyer.
What does the regulator check before granting consent?
That the transferee meets the same financial, technical and empowerment requirements the original holder had to meet, and the state of existing social and labour plan and environmental compliance.
How much does a section 11 consent application cost?
Our fixed fee is typically R185,000 – R320,000, with government fees included, quoted after reviewing the transaction structure.
Does a share sale trigger section 11?
It does where the sale results in a change of controlling interest in the company that holds the right. That catches many transactions that the parties assumed were purely corporate. Structuring around it is not a reliable strategy — the department looks at the substance of who controls the right.
What happens if we close without consent?
A transfer implemented without section 11 consent is invalid, and the department can treat the right as still held by the original holder. That creates title problems on funding, on any onward sale, and on the environmental and water authorisations tied to the right. Deals should always be made conditional on consent.
What blocks section 11 consent?
Most commonly: outstanding annual reporting, unmet social and labour plan commitments, insufficient financial provision for rehabilitation, an unregistered or unexecuted right, or a transferee that cannot demonstrate technical and financial capability. All of these are fixable, but they must be dealt with before lodgement rather than in response to a query.
Related pages
Last reviewed: 2026-09-17
Written and reviewed by Dynamic Legal Services (Pty) Ltd, registration 2016/074955/07. Registered with the Department of Water and Sanitation, EAPASA applicant. Offices in Faerie Glen, Pretoria and Sandown, Sandton. Telephone 087 153 6207, support@dlegal.co.za. General information on South African regulatory practice, not advice on a specific matter — the first consultation is free.