Angola

Exchange

Angola Stock Market (“BODIVA – Bolsa de Dívida e Valores de Angola”) began operating in the end of 2014 – currently they have several markets in place, treasury bonds, treasure securities, private bond exchange, unit stock exchange and stock exchange. They are all listed and traded by duly authorised financial institutions. The new Securities Law (Law no. 22/15, of 31 August 2015, amended by Law no 9/20, of 16 April 2020) and the Financial Institutions Law (Law no. 14/21, of 19 May 2021) provided a new framework applicable to the capital markets, providing a detailed legal background to the Angola Stock Market operation and the market regulator, Capital Markets Commission (“CMC”).

The securities law provides the legal framework applicable to securities and derivative instruments markets, issuing entities, public offerings of securities, regulated markets and respective infrastructures, prospectus, securities and derivate instruments investment activities and services as well sanctionary regime. The regime provided by both laws is supported by secondary legislation, namely CMC and National Bank of Angola (“BNA”) orders and instructions.

The Securities Law applies to all the activities and operations who are deemed to have significant connection with the Angolan territory – such connecting element is triggered by:

• Orders directed to any members of the regulated market and registered under the Securities Markets Supervisory Body as well any operation carried out in such markets
• Activities developed and acts carried out in Angola
• Provision of information accessible in Angola in respect of situations, activities or acts regulated by the Angolan law.

Current number of listed companies

Shares Market: two banking institutions (“BAI – Banco Angolano de Investimento” and “Caixa Angola”).

Listing rules

• Securities Law (Law no. 22/15, of 31 August 2015, as amended by Law no. 9/20, of 16 April 2020)
• Financial Institutions Law (Law no. 14/21, of 19 May 2021)
• Foreign Exchange Law (Law no. 5/97, of 27 June 1997, as amended by Decree no.21/01, of 6 April 2001)

Regulatory body or bodies

• Angolan Capital Market Commission
• National Bank of Angola

Principal legislation

• Securities Law (Law no. 22/15, of 31 August 2015, as amended by Law no. 9/20, of 16 April 2020)
• Financial Institutions Law (Law no. 14/21, of 19 May 2021)
• Foreign Exchange Law (Law no. 5/97, of 27 June 1997, as amended by Decree no.21/01, of 6 April 2001)

Corporate Governance Code

• Securities Law (Law no. 22/15, of 31 August 2015, as amended by Law no 9/20, of 16 April 2020)
• BNA Order no. 01/2012 of 28 January 2022 regarding Corporate Governance
• Commercial Companies Law (Law no. 1/04, of 13 February 2004, as amended by Law no. 22/15, of 31 August 2015)

Takeover / merger regulations

Commercial Companies Law (Law no. 1/04, of 13 February 2004)

Public offers / disclosure regulations

Securities Law (Law no. 22/15, of 31 August 2015, as amended by Law no. 9/20, of 16 April 2020)

Impact of regulatory regime on business

The competition legislation (Law no 05/18, of 10 May 2018) in forces a direct involvement of the Pricing and Competition Institute in merger proceedings. According to the Presidential Decree no. 313/18, of 21 December 2018, as amended by Presidential Decree no. 110/19, of 16 April 2019, the Pricing and Competition Bureau is required to intervene and provide an opinion regarding the economic aspects whenever a merger operation is to be undertaken. It was also recently incorporated the National Prices Council, an advisory body of the National Price Authority (the Ministry of Finance) with the following attributions:

• Propose the national price policy to be approved by the Government
  Manage the market regulation policy
• Draw guidelines for the management and execution of the price regulation policies
• Follow-up any activity undertaken within the price sector and propose relevant measures
• Advise on price and competition matter whenever this body is requested to do so.

Signatories to the African Union Convention on Preventing and Combating Corruption?

Angola signed the treaty on 22/01/2007

Signatories to United Nations Convention Against Corruption (UNAC)?

Angola signed on 10/12/2003

(UNAC) ratified?

Angola ratified it on 29/08/2006

Corruption Perception Index Rank Worldwide for 2023

116/180

Ratified?

No

Corruption Perception Index for 2023

33/100

Signatories to the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions?

No

Structure of the court system

Arbitration

Angola is a signatory to the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards. In 2016 the Republic of Angola approved its accession to the New York Convention, the respective instrument of accession to the Convention was deposited and, therefore, the Convention entered into force for Angola on 4 June 2017.

It is not a party to the Convention on the Settlement of Investment Disputes between States and Nationals of Other States approved in Washington, in March 1965, which created the ICSID or CIRDI. Bilateral treaties on the enforcement of arbitration awards have been signed between Angola and Portugal.

Perception of the local courts

The judicial system in Angola is not always as effective as it could be in resolving commercial disputes. If the parties have not agreed to submit their dispute to arbitration or when arbitration is not possible, such as in the case of inalienable rights, the disputing parties must rely on the state judicial system. Foreign parties might potentially find the Angolan court system slow at times.

Judiciary

Justice is administered by Municipal or Provincial Courts at first instance level and by the Supreme Court of Justice which analyses appeals from the decisions of these courts, which specialise in criminal, civil, administrative, family and child matters and labour courts. There are also special courts, namely the Military Court.

Structure of the court system

The Angolan justice system is based upon the continental European system and particularly upon the Portuguese framework. The principle of the separation of political power from judicial power prevails and the courts are arranged in a hierarchy and divided by areas of law.

Foreign investor rules

Foreign investment is governed by Angolan Private Investment Law (which was amended and republished by Law no. 10/21, of 22 April 2021) and the Private Investment Regulation (which was amended and republished by Presidential Decree no. 271/21, of 16 November 2021), which apply to all investments carried out by foreign entities in the country regardless the amounts involved (this includes incorporation of companies; opening of branches; acquisition of real estate; etc.).

Upon the submission and approval of a foreign investment project, foreign investors are entitled to pursue its investment in the country and be eligible to repatriate dividends to abroad. Foreign investments can benefit from different tax benefits and incentives depending upon certain factors (e.g. location, applicable private investment regime, sector of activity, investment amount, creation of direct workplaces / jobs for nationals). These are not automatically granted and depend on the prior assessment of the project impact, based on certain criteria including: location of the investment; value of the investment; job creation; priority sectors of activity; etc.

Foreign investment can be qualified as direct (such as equity or import of equipment or machinery) or indirect (investments by way of loans, shareholder loans, supplementary contributions, patented technology, registered trademarks or industrial secrets and patterns). Indirect investment, however, cannot exceed specified proportions of the overall investment (such as 50% in case of indirect investment and 30% in respect of shareholder loans).

Investment guarantees

Angola is a member of the Multilateral Investment Guarantee Agency, which provides private sector investment guarantees and dispute settlement assistance.

Angola is a member of the World Intellectual Property Organisation and has approved the Paris Convention for the Protection of Industrial Intellectual Property. It should be noted however, that Angola has not ratified the Madrid Agreement Concerning the International Registration of Marks.

Pursuant to the Private Investment Law, the State respects and safeguards the property right of the private investors over the assets/goods of their undertakings, namely the right to dispose of them freely, under the terms of the law, without interference of third parties, including the State. The referred assets/goods can only be requested or expropriated under the strict terms of the Constitution and of the law.

Foreign exchange regime

The import and export of foreign capital is subject to specific procedures before the National Bank of Angola (“BNA”).

Angolan law regulates commercial and financial operations that may influence the balance of payments, namely foreign exchange operations.

Exchange operations are determined as follows:

• acquisition or movement of coined gold;
• purchase or sell of foreign currency;
• opening and movement of foreign currency bank accounts by residents or non-residents in the country;
• opening and movement of national currency bank accounts by non-residents in the country;
• settlement of any transactions for goods, capital and current invisible operations.

The concept of residency for exchange matters is established by the Foreign Exchange Law (Law no. 5/97, of 27 June 1997, as amended by Decree no.21/01, of 6 April 2001).
The following are deemed to be non-residents:

• individuals and corporate entities domiciled or with their head office registered outside of Angola
• individuals absent from Angola for a period exceeding one year
• branches, affiliates, representation offices or other forms of representation outside Angola
• diplomats, consular representatives, other representatives or with equivalent status, and their family members.

Foreign investment incentives

For the purposes of foreign investment, the country is organised in the development zones outlined below (and the benefits are attributed under a progressive / increasing manner):

Zone A: Province of Luanda, the capital municipalities of the Provinces of Benguela, Huíla, and the Municipality of Lobito;

Zone B: Provinces of Bié, Bengo, Cuanza-Norte, Cuanza-Sul, Huambo, Namibe and the remaining municipalities of the Provinces of Benguela and Huíla;

Zone C: Provinces of Cuando Cubango, Cunene, Lunda-Norte, Lunda-Sul, Malange, Moxico, Uíge and Zaire;

Zona D: Province of Cabinda.

It is also worth noting that the projects of private investment are registered by AIPEX for the purposes of attribution of benefits and incentives foreseen under the Private Investment Law, taking into account the following private investment regimes:

a)    Previous Declaration Regime;
b)    Special Regime;
c)    Contractual Regime.

Alcohol

Matters related to alcohol advertising are set out in the General Law on Advertising (Law no. 9/17, of 13 March 2017). Alcohol advertising should respect the following requirements:

• not be directed to minors, and in particular not showing them consuming alcohol, or inciting them to consume;
• not encourage excessive consumption;
• not undervalue non-consumers;
• not suggest accomplishment, social success or special skills as a result of consumption;
• not suggest the existence of therapeutic properties or sedative or stimulating effects;
• not associate the consumption of such beverages to physical exercise or to driving, nor suggest alcohol consumption is a positive quality.

Further, alcohol advertising in radio and television is forbidden from 7:00 AM to 9:00 PM. The exhibition of alcohol advertising, regardless of the advertisement support, must necessarily include a warning as intended for the need to moderate the consumption of alcoholic beverages as well as any possible risks for the public health.

Executive Decree no. 124/06, of 11 September 2006 and its Regulation (Presidential Decree no. 213/23, of 30 October 2023) establish the obligation of inspection before shipping, applicable to certain products imported to Angola, and in particular to alcoholic beverages. Its aim is to protect the public health, the environment and the national industry. Imported alcoholic products must include labels which provide health and security warnings and instructions of use in Portuguese. In relation to the expiry date or sell by date, at the time of arrival in the country, the product must not have reached 3/4 of its duration or shelf life.

Advertising

Advertising regulations are set out in the General Law on Advertising (Law no. 9/17, of 13 March 2017). This law provides that privacy protection should be respected in every kind of advertising, regardless of how it is communicated to the public. This means that any photography or expressions of person can only be used if they are pre-approved by the relevant person.

There are also special requirements concerning the use of foreign languages in advertising. Broadly speaking it is prohibited to use any foreign language in advertising on Angolan territory – except if translated into Portuguese.

Pharmaceuticals

Regulation in respect of the promoting and advertising of medicines is managed between the government and industry, having the National Directorate for Medicines and Equipment (DNME) a relevant role in this sector. The advertising of medical treatment and medicine is also subject to the General Law on Advertising. It is strictly prohibited to advertise prescription medical treatment and/or medicine with the following exceptions:

• advertising promoted by the Ministry of Health;
• advertising directed to health professionals.

Private health entities are entitled to advertise their services while observing the above mentioned rules on prescription medical treatment and medicine and respecting the sanitary legislation in force (Joint Executive Decree no. 58/03, of 7 October 2003, which amended the Sanitary Regulation for the Republic of Angola).

Tobacco

The Angolan Government passed the Resolution no. 48/05, of 3 October 2005 approving the signature of the WHO Framework Convention on Tobacco Control, 2003.  This was ratified on 20 September 2007.  Tobacco advertisement is forbidden as per the General Law on Advertising (Law no. 9/17, of 13 March 2017), as well as any tobacco related merchandise, given that the same shall fall within the concept of advertisement to tobacco under the relevant legislation.

Capital deductions

Capital gains tax

In general, 10% over dividends distributed to the shareholders. The taxable amount shall be assed based on the company’s financial accounts on an annual basis. The law foresees an exemption on dividends paid by the company to an Angolan shareholder (tax resident) which is subject to Corporate Tax (“Industrial Tax”), even if exempted from it, provided that the following requirements are met:

(i)      Holds at least 25% of the share capital of the subsidiary; and
(ii)     Holds the participation for more than one year before the distribution of the profits.

It is also worth mentioning that the Private Investment Law provides for a supplementary rate of capital gains tax which applies to the part of the dividends which exceeds the participation in the own funds, under the terms therein provided.

Capital gains due on sale of shares

10% applies to both resident and non-resident companies.

Stamp duty

Stamp Duty is levied on the acts, deeds, documents, papers, receipts and other transactions included in the Stamp Duty table. Amongst others, Stamp Duty is due at the rate of:

• 1% over receivables
• Credit operations between non-financial entities are also subject to stamp duty at rates varying from 0.1% and 0.5% (depending on the loan maturity)
• Interest paid over loans made by financial companies is subject to stamp duty at the rate of 0.2%.

Mining royalty

This tax is levied on the value of the ores and this value is given by the average value of the sales or, if this is not possible to assess, on the average of international prices.

Special tax regimes apply to the petroleum and mining sectors, and in order to stimulate investment in certain economic areas, exemptions can be granted.

Personal income tax

Personal Income Tax: 0% - 17% dependent on income bracket. Applies to all individuals receiving employment income for duties performed in Angola.

Foreign tax relief

Foreign tax credits are available to relieve foreign tax paid in certain circumstances (relevant investment projects in Angola).

Consumption tax

Consumption Tax: 10% standard rate; variable tax rates vary significantly depending on the goods / or services acquired.

Anti-avoidance rules - transfer pricing rules

Transfer pricing legislation requires an arm's length consideration to be charged for transactions between related parts.

Double taxation treaties

Angola has signed Double Taxation Treaties (“DTTs”) with Portugal, the People's Republic of China and the United Arab Emirates, which are currently in force. Angola has also signed DTTs with Switzerland, Cabo Verde and Rwanda, which are not yet in force.

Corporation tax

Corporate tax (industrial tax)

25% on the taxable amount of profits, i.e. upon prior deduction of costs or expenses duly accepted for tax purposes. The taxable amount shall be assessed on an annual basis upon the approval and submission of the accounts and financial statements of the company.

Impact of regulatory regime on business

The legislation in force foresees a direct involvement of the Pricing and Competition Bureau.