Documents and interviews point to SPVs and “invisible” foundations funnelling control away from public oversight
By Foreign Correspondent
At a nondescript business centre on 19th Street NW in Washington, DC, sits Emerging Markets Finance Corporation USA (EMFC).
On paper, it is a boutique advisory firm.
In Mozambique, according to documents reviewed by our Correspondent and interviews with governance specialists, it sits at the heart of a web of offshore structures shaping the country’s gas and mineral trade.
EMFC, led by Montenegrin national Ratko Knežević, signed late-2023 agreements with Mozambican state-owned enterprises to establish special-purpose vehicles (SPVs) in Delaware or Mauritius, sources familiar with the contracts say.
SPVs are separate legal entities used to isolate risk. In developmental contexts, they can help structure finance, but, without disclosure and audit rights, they also shift power over pricing, fees and information away from the state.
The vehicles are presented as risk-management tools.
Critics argue they also enable “off-ledger” commissions and put cash flows beyond routine scrutiny by the National Treasury and the Administrative Court.
“Transparency is not a box you tick with a single audit,” said extractives-sector advocate Fatima Mimbire. “It’s about who signs the contract. Right now, that signature is being hidden offshore.”
Under the reported mandate, EMFC’s SPVs sit between Mozambican SOEs and international buyers. The setup ring-fences trade liabilities off the sovereign balance sheet.
But fee clauses pegged to gross trade value mean private advisers are often paid before the state sees royalties on gas or minerals, according to tax-justice researchers who have examined recent deals.
The effect, they say, is to subordinate sovereign revenue to advisory commissions.
Lawyers who have tracked the arrangements describe a second layer: offshore foundations governed by private “letters of wishes”, not shareholders.
Such entities complicate beneficial-ownership disclosure and can defeat domestic audits.
Choice-of-law clauses steer disputes to London or Paris—venues distant from Maputo and prohibitively expensive for regional neighbours such as Malawi, which depend on Mozambican corridors for fuel and fertiliser.
A forensic accountant with Balkan cases under their belt put it bluntly: foundations and powers of attorney can move capital “through a labyrinth of mirrors where the trail of the ultimate beneficiary goes cold”.
Knežević’s résumé spans journalism in the former Yugoslavia, a stint in Montenegro’s diplomatic service and high-profile disputes, including a UK detention tied to UN-sanctions allegations that did not proceed.
In recent years he has styled himself a whistle-blower in European proceedings.
In Mozambique, he now fronts EMFC’s offshore architecture in gas and minerals, despite no public tender and no visible track record operating commodity structures in Africa.
The EMFC model aligns with a wider consolidation of power outside formal institutions, critics say.
Unelected fixers, among them Alcides Viegas Chihono (“Cantoná”) and Ingilo Dalsuco, son-in-law of jailed former finance minister Manuel Chang, are frequently cited in leaked communications and property records as brokers of state-adjacent deals.
Since 2015, transactions worth more than 800-million meticais have transferred state real estate to public bodies, reinforcing concerns about influence over public assets.
New LNG and mineral contracts seen by analysts feature stabilisation clauses that lock in laws as of the signing date.
Any later change, higher environmental levies or increased royalties can trigger claims for “lost profits”.
Donors call this a textbook case of “regulatory chill”: parliament debates reform while long-term contracts keep the levers elsewhere.
On one ledger, the public one, sit promises of “valorisation” and development.
On the shadow ledger, SPVs, offshore foundations, and discretionary mandates sit in command over the actual cash.
Until beneficial ownership of every valorisation vehicle is disclosed and auditor access is guaranteed, advocates warn, Mozambique’s wealth risks remaining real in Delaware and Mauritius but invisible in Nampula or Beira.
The Ministry of Economy and Finance has not published the selection process for EMFC or the firm’s detailed track record.
EMFC did not respond to requests sent to addresses available in US filings at the time of publication.
