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The Ultimate Guide To
Employment in Angola

Angola Facts

Population size: 25,830,958
Currency: Angolan kwanza, Kz, AOA
Capital city: Luanda
Languages spoken: Portugese
Ease of Doing Business: 182

Employing in Angola: What You Need to Know

While Angola has a large labour force, the workforce is mainly unskilled and the labour market is heavily restrictive for example fixed-term employment contracts are disallowed by law and the legislated minimum wage is among the highest in Africa.

Key Factors to Consider When Employing in Angola

The main legislative instrument is Act 2/2000 of February 11, the General Labour Law (“Lei Geral do Trabalho”/LGT), which sets out the principles and rules governing the employment relationship in Angola. The employment relationships of foreign non-resident employees are regulated by Decree 5/1995, 7 April and Decree-Law 6/2001, 19 January, which approves the foreign and non-resident employment regime.

  1. Contracts

    As a rule, employment contracts are considered to be indefinite; fixed-term contracts are not permitted by law unless in exceptional cases as listed below:

    • Replacement of an employee temporarily absent;
    • Exceptional or temporary increase of the normal business of the company, resulting in an increase of tasks, excess orders, market reasons or seasonal reasons;
    • Performing occasional tasks that do not fall within the day-to-day business of the company;
    • Seasonal work;
    • Where the activity to be performed, since it is limited in time, does not recommend an increase of the company’s permanent personnel;
    • Performance of urgent work needed to prevent accidents, to repair defects in material or to organise measures to safeguard the premises, equipment and other assets of the company, so as to prevent risks for it and its employees;
    • Launch of new activities of uncertain duration, start-up of operations, restructuring or expansion of the activities of a company or work centre;
    • Employment of physically handicapped, the elderly, and first-time job seekers unemployed for more than a year or members of other social groups covered by legal measures of integration or reintegration into working life;
    • Performance of certain clearly-defined, periodic tasks in the company’s business, but discontinuous in nature;
    • Performance, management and supervision of civil construction and public works, industrial erections and repairs and other works of similar nature and duration; and
    • Apprenticeship and practical vocational training.

    Term contracts may be made for a duration ranging from 6-36 months, depending on the circumstances.

    A fixed-term contract is deemed to be an indefinite-duration contract if its maximum duration has elapsed and the employee continues in service for 15 days following the date of lapsing, or the return of the worker replaced if the replacement worker has not been advised in advance (15, 30 or 60 days in advance, depending on whether contract lasted up to one year, one to three years or more than three years).

    There are also other types of employment contracts provided for in the LGT: (i) the group contract; (ii) the construction-work or task contract; (iii) the apprenticeship and traineeship contract; (iv) the aboard merchant ship and fishing boat contract; (v) the aboard aircraft contract; (vi) the at-home contract; (vii) the civilian workers in military manufacturing establishments contract; (viii) the rural contract; (ix) the non-resident foreigners contract; and (x) the temporary employment contract, among others.

    A written employment agreement is only required for temporary employment agreements and employment agreements entered into with foreign employees. For foreign employees, the agreement must include the following:

    a) full name and registered address;

    b) professional qualification;

    c) place of work;

    d) weekly timetable;

    e) salary amount and payment method;

    f) commitment to return to the country of origin after termination of the agreement;

    g) date and commencement of the services to be performed;

    h) place and date of signature of the agreement; and

    i) signature of both contracting parties.

    On the date of the signature of the agreement, the non-resident foreign worker shall sign a sworn statement through which he undertakes to respect and ensure the respect for the laws of the Angolan Republic.

    The agreement shall be made in three ways and registered at the Employment Office in the company’s premises, upon an employer’s application stating the grounds for the recruitment, together with the following documentation:

    a) work visa; and

    b) staff plan distributed by  occupational categories and citizenship.

    The above mentioned application shall be registered at the respective Employment Office 30 days prior to the beginning of the employee’s professional activity.

    The employment agreement must be written in a language that both parties and the Angolan authorities are able to understand and speak (in most cases this will be Portuguese).

Employee Entitlements

Information Explanation
Statutory Working Hours ?

Employees are not permitted work for more than eight hours daily and 44 hours weekly.

 

Medical Leave ?

While there is no mandated number of days for medical leave, employees are entitled to be absent from work with paid remuneration due to illness, without limitation, provided that such absence is documented and justified by means of a medical certificate.

Employees are entitled to three days of leave a month (up to a maximum of 12 working days a year) to provide urgent assistance to members of the employee’s household, spouse, parents, grandparents, children over 10 years of age or relatives of the same lineal degree.

Under the new General Labour Law (7/15), in medium and large companies the base salary of employees on medical leave will be fully paid by the employer for the first two months of absence. From the third month to the 12th month of absence, the employer must pay the employee 50% of the base salary until the relevant social protection entity takes over.

An employee is entitled to paid family leave of up to eight days a year.

 

Annual Leave Accrual Entitlement ?

Employees are entitled to 22 days of annual leave per year. Holidays under fixed term contracts are the exception to the rule. For the latter, the employee is entitled to 2 days for each completed month worked, when the initial or extended contract is not longer than 1 year.

 

Maternity Leave in Angola ?

Female employees are entitled to ninety days (30 days or less before, and 60 days or more after confinement) of maternity leave. Where a women worker gives birth to a stillborn child or has a miscarriage due to illness or an accident, she is entitled to 45 days of leave after the birth or miscarriage.

Probation

Information Explanation
Probation Period ?

The standard probationary period stipulated by law is 60 days. However, the parties can extend this period, in writing, to 4 months when a highly qualified employee is concerned, or to 6 months when the worker is hired to perform highly complex technical work or if he/she occupies a managerial position which requires high level education.

Probationary periods for fixed-term contracts can be stipulated in writing provided that it does not exceed 15 days for unskilled workers and 30 days for skilled workers.

Either party may terminate the employment contract without providing prior justification, notice and compensation during the probationary period.

Pension

Information Explanation
Pension Requirements ?

According to Angolan social security legislation, all employees are required to register with the National Social Security Institute and contribute to it on a monthly basis, unless they can prove that they contribute to the social security scheme of their home country. As such, foreign nationals are not required to make social security contributions if they can prove that they are covered by the social security system in another country.

The current contribution rates are 8% for employers and 3% for employees. The contribution amounts are uncapped.

Self-employed persons are subject to social security contributions based on a predefined monthly notional salary. The rate of the contributions is 8%, but it may be increased to 11% if additional benefits are covered.

GEO Solutions or DIY Employment in Angola?

GEO Solutions or DIY Employment

Companies entering Angola must make a decision whether to use their own resources for a Do-It-Yourself (DIY) approach, or to use a Global Employment Organization to handle payroll and employment responsibilities. A GEO or Angola Employer of Record solution makes it faster, easier and cheaper to deploy staff if they don’t have an Angolan entity established that can run payroll.

A DIY approach will typically take 6-9 months until there is a properly incorporated WFOE ready to run payroll and cost up to 6 figures if registered capital is required. Shield GEO can deploy foreign staff in 4-6 weeks and local staff in 48 hours. Additionally Shield GEO is responsible for all compliance issues related to the employment.

Outsourcing Employment Through a GEO Employer of Record Service

Using Shield GEO Employer of Record Services in Angola

Compliance with local employment requirements is just one of the issues foreign companies face when employing staff in Angola. For companies which intend to employ their staff directly through their incorporated Angolan entity, professional legal advice is recommended. Shield GEO provides an alternative path for companies to outsource the employment of their staff in Angola.

As a Global Employer Organization (GEO), Shield GEO acts as the Employer of Record and ensures the employment is compliant with host country regulations regarding employment. In addition Shield GEO will handle payroll processing, tax and immigration. Using Shield GEO is the fastest and most cost effective way to deploy local and foreign workers into Angola.

The Shield GEO solution is an attractive alternative where

– the company is looking to employ staff quickly

– the company doesn’t have an appropriately incorporated entity in Angola

– the company wants to work within a defined budget

– the company wants to limit its initial commitment in Angola

– the company needs help with tax, employment, immigration and payroll compliance in Angola

Payroll

Payroll Angola
Management Fee for Employer of Record Services / Monthly Payroll Costs

Please contact us for a quote

Notes

Shield GEO pays the employee on a monthly basis, typically on the last working day of the month although we can adapt to your preferred schedule. Income tax and social security (where applicable) are deducted at source and paid to the local tax authorities.

Currency ?

Angolan kwanza, Kz, AOA

 
Grossed income Tax Rate (%)
0 - Kz 25,000 0
Kz 25,001 - 30,000 5
Kz 30,001 - 35,000 6
Kz 35,001 - 40,000 7
Kz 40,001 - 45,000 8
Kz 45,001 - 50,000 9
Kz 50,001 - 70,000 10
Kz 70,001 - 90.000 11
Kz 90,001 - 110,000 12
Kz 110,001 - 140,000 13
Kz 140,001 - 170,000 14
Kz 170,001 - 200,000 15
Kz 200,001 - 230,000 16
Above Kz 230,000 17

*The following rates are only applicable to employment income.

Individual business owners receiving salary income are taxed at a flat rate of 20%.

Income from self-employment is taxed at a rate of 15% (levied on 70% of gross income). The effective tax rate is 10.5%.

Tax Returns Supplied

Yes

Corporate Tax Requirements

The Angolan tax year follows the calendar year.

The annual corporate income tax returns are due by the last day of May or April, respectively, following the year to which the income relates. Tax is paid in four instalments. The first three correspond to advance payments based on the expected tax to be paid or, if unknown at that date, 75% of the taxable income computed on the previous year multiplied by the tax rate (30%). The instalments are paid in January, February, and March. The final tax must be settled by the last day of the month of April or May of the current year, depending on the group the taxpayer is classified in.

Employers Social Security and statutory contributions

Employers are required to contribute 8% of the employee’s gross monthly remuneration. For more details, please refer to the section on Employment.

Employees Social Security and statutory contributions

Employees are required to contribute 3% of the employee’s gross monthly remuneration. For more details, please refer to the section on Employment.

Payroll and Tax in Angola

Foreign companies operating in Angola may find it challenging to deal with the complexities of the country's tax system. The primary concerns for a foreign company that needs to comply with tax laws in Angola are: Individual income tax (IIT) for employees in Angola, social security costs, Consumption Tax, withholding tax, business tax and permanent establishment concerns.

Your Payroll Options in Angola

Information Explanation
Remote Payroll ?

A remote payroll in Angola is where a foreign company, i.e. a non-resident company, payrolls a resident employee in Angola. This applies to both local and foreign employees. One option for a non-resident company to payroll its employees (local and foreign) in Angola is to use a fully outsourced service like a GEO or PEO which will employ and payroll the staff on their behalf.

Local Payroll Administration ?

In some cases, a company will register their business in Angola under one of the forms available but prefer to have another company administer its payroll. This can be accomplished through a payroll provider. It is important to note that the company, as the Employer of Record, is still fully responsible for compliance with employment, immigration, tax and payroll regulations. But the payroll calculations, payments and filings can all be outsourced to the payroll provider.

Internal Payroll ?

Larger companies with a commitment to Angola may wish to run their own local payroll for all employees, foreign and local. In order to accomplish this, they will have to complete the incorporation, register the business and then hire the necessary staff. There will be a need for in country human resources personnel who have the background needed to manage an Angolan payroll and can fulfil all tax, withholding tax and payroll requirements.

Fully Outsourced Payroll & Employment ?

Companies can outsource the employment and payroll of their staff in Angola to a GEO, like Shield GEO. This is possible for both foreign workers and Angolan nationals. This is the easiest, fastest and safest way to payroll staff in Angola.

Shield GEO manages all aspects of payroll for workers in Angola, including taxes, withholding, social security payments and other statutory requirements. Shield GEO becomes the Employer of Record and employs the staff on behalf of the client.

Staff are paid monthly with tax and social security deducted at source and paid to local authorities. Shield GEO will invoice the client monthly in advance of the payroll date. The invoice consists of the Total Cost of Employment (Base salary + Employers Statutory Contributions + Additional statutory contributions) and a Management Fee. Shield GEO provides the employees with payslips.

Read more about outsourced payroll and employment through Shield GEO.

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Tax Figures

Information Explanation
Corporate Income Tax ?

The current corporate income tax (known as industrial tax in Angola) rate is 30%.

Income Tax Rate ?
Grossed income Tax Rate (%)
0 - Kz 25,000 0
Kz 25,001 - 30,000 5
Kz 30,001 - 35,000 6
Kz 35,001 - 40,000 7
Kz 40,001 - 45,000 8
Kz 45,001 - 50,000 9
Kz 50,001 - 70,000 10
Kz 70,001 - 90.000 11
Kz 90,001 - 110,000 12
Kz 110,001 - 140,000 13
Kz 140,001 - 170,000 14
Kz 170,001 - 200,000 15
Kz 200,001 - 230,000 16
Above Kz 230,000 17

*The following rates are only applicable to employment income.

Individual business owners receiving salary income are taxed at a flat rate of 20%.

Income from self-employment is taxed at a rate of 15% (levied on 70% of gross income). The effective tax rate is 10.5%.

Payroll Tax ?

None

Sales Tax ?

Consumption tax is due on imported or locally produced goods at rates varying from 2% up to 30%. Consumption tax also applies on some services (e.g. telecommunications, utilities) with rates ranging from 5 – 10%.

Withholding Tax ?

Angola levies withholding tax (WHT) on payments for services provided to resident and non-resident entities at the rate of 6.5%. For Angolan taxpayers, this is regarded as an advance payment of the corporate income tax (CIT) due at the year-end; the deduction of these WHTs against tax CIT payable is now to be limited to a period of five years. For non-resident companies, this is a final tax. Services that are not subject to withholding are now expressly foreseen.

With the introduction of the Investment income tax (Imposto sobre a Aplicação de Capitais or IAC), Angola now does not have a separate WHT for dividends, interest, and royalties. The IAC rate is 15%, except for certain income, for which the rate is 10% or 5%. The tax rate is 10% for the following income:

  • Dividends and repatriation of profits.
  • Capital remuneration of members of ‘cooperatives’.
  • Bond interest.
  • Interest from shareholders’ loans. (Note: Interest on bonds, securities, or other financial instruments issued by any company, Treasury Bills and Treasury Bonds, and Central Bank Securities, as well as accrued interest on these securities, when the securities have been admitted to trade on a regulated market and have been issued with a maturity equal to or in excess of three years are taxed at a rate of 5%).
  • Royalties.
Other Tax ?
  • Stamp duty: Stamp duty is levied on several acts, contracts, transactions, documents, securities, and other operations listed in the Stamp Duty Code. Ranges from 0.001% to 0.4%, depending on the instrument.
  • Urban Property tax: Urban property tax is levied on rental income earned by individuals or companies owning real estate assets. An effective rate of 15% (25% over 60% of the taxable amount of rents received by the landlord, with the remaining 40% considered as maintenance costs of the property).
  • Property transfer tax: 2% tax rate on the acquisition amount is levied on the acquisition of properties located in Angola that must be paid by the purchaser.
  • Inheritance and donation tax: Levied at rates between 10–30% depending on the value of goods donated or inherited.
Time to prepare and Pay Taxes ?

287 Hours

Time required to start a Business ?

36 Days

Immigration and Work Permits in Angola

Foreign nationals wishing to work in Angola are required to obtain a work permit. Generally, companies are subject to a maximum quota of 30% foreign nationals per company.

Use your own company?

A foreign company that wishes to get a work permit for one of its employees must first set up its Angolan subsidiary/branch/representative office. This Angolan entity may then apply for the work permit.

Foreign employees require a work visa or residence permit to work in Angola, which is issued by the Ministry of Public Administration, Employment and Social Security.

Angolan labour law defines a “non-resident foreign employee” as a foreign citizen having professional, technical or scientific qualifications in which Angola is not self-sufficient, contracted in a foreign country to carry on his professional activity within Angolan territory during a determined period of time. As such, the hiring of foreign employees is highly dependent on the availability of skilled Angolan labour to fill the position. Both domestic or foreign employers are only able to employ non-resident foreign labour it its workforce is at least 70% Angolan. This quota may be exceeded by special application to the provincial entities in the case of specialised employees or workers which are not available in Angola.

To employ any non-resident foreign worker, the employee must meet the following main requirements to:

  • Not have a criminal record.
  • Never have been an Angolan national in the past (that is, former Angolan nationals can no longer work in Angola).
  • Have never received a scholarship granted by Angolan entities or foreign companies operating in Angola.
  • Have an employment agreement or promise of employment.
  • Have a certificate of all the necessary qualifications.
  • Be at least 18 years old.

The working visa is valid for the entire duration of the employment agreement but can only be issued for a minimum of 3 months and a maximum period of 36 months.

By law, working visas should be issued within 15 days, but in practice the authorities usually take between two and three months to issue them. Working visas cost about US$100.

Residence permits can be temporary (issued for one or three years, depending on whether the employee is living for at least five consecutive year in Angola or less) or they can be permanent in which case the foreign citizen is required to have lived for ten consecutive years in Angola.

In general, the following documents are required to apply for a work permit at an Angolan consulate:

  • Letter from the Angolan entity applying for work permit, addressed to the Embassy
    (it can be in English)
  • Application forms duly filled (in duplicate).
  • A photocopy of applicant’s Passport, with a validity of at least 18 months.
  • Declaration by applicant to abide by the laws of Angola (translated into Portuguese, legalised by the Notary Public and by the Ministry of Foreign Affairs)
  • Declaration of no existence of family relations with Angolan or Foreign Citizens living in Angola (also translated and legalised)
  • Two passport-size photographs
  • Contract of Employment or Contract of Promise of Employment (translated into Portuguese, also legalised).
  • Extract from the Criminal Registry issued by authorities from the country of residence (translated into Portuguese, also legalised).
  • Certificate of good health issued by an official Health Institution from the country of residence (translated into Portuguese, also legalised)
  • Academic and professional certificates translated into Portuguese, authenticated by a notary and by the Consular and Diplomatic Mission of Angola
  • Curriculum vitae (dated and signed by the Applicant and witnessed by public Notary and the Ministry for Foreign Affairs. If written in a foreign language, translated into Portuguese before the legalisation).
  • Proof of the legal status of the Contracting Institution (a photocopy of the Angola’s Registrar of Company’s certificate, proof of paid-up Company tax in Angola and publication in the Government Gazette – (“Diário da República”)
  • Statement pledging to abide by all Angolan laws

Note that all documents written in foreign languages must be translated into Portuguese by a Official Translator, legalised by a Public Notary; by the Ministry for Foreign Affairs or by the Angolan embassy.

The foreign national can only engage in the professional activity for which the visa was issued for and to work only for the employer whom requested it. The employer is required to notify the SME (Serviços de Migração e Estrangeiros) of any change in the duration of the contract for purposes of compliance with the law.

Work visas are categorised in different types depending on the types of activities that are exercised. For example, a type C work visa is applicable for foreign nationals wishing to work in the petroleum industry and in civil construction, or a type D work visa will be delivered to whom applies to work in commercial, industrial or fishing sectors.

Use the Shield GEO Employer of Record Solution?

Once you get in touch with us, one of our consultants will take all the work off your hands, coordinate with our local partners to get all the required permits organised, provide the processing time, costs, document-checklist and keep you informed through the process. Contact us to know more.

Types of visas in Angola

Category Description of Visa
Business visa (Ordinary Visa)

Business visas are valid for a maximum of 90 days.

The following documents are generally required:

1. Letter of invitation in Portuguese, in Company letter-headed paper from the Angolan registered Company addressed to the Consular Section of the Embassy of Angola in London – UK, requesting the visa, declaring responsibility for stay and repatriation and must contain the following data of the applicant:

a) Full name
b) Nationality
c) Date of birth
d) Place of Birth
e) Passport number
f) Passport issue date
g) Passport expire date
h) Current Employer
i) Job Title
j) Function to exercise
k) Project to attend in Angola

The letter must be dated and signed by an authorised person.

2. Fully completed application form;

3. Passport with 9 months validity and 2 blank pages;

4. One (1) recent colour passport photograph (glue to the application form). Passport photo guidance;

5. Itinerary (online, airline or travel agent pre-booking). Purchase of ticket is NOT necessary and does not automatically guarantee the granting of the visa.

6. Photocopy of Bank statement (at least 2 months old);

7. Proof of address

8. Proof of Occupation in the form of a letter from employer addressed to the Consular Section declaring employment (dated and signed by a Responsibile) with the following details:

a) Full name
b) Nationality
c) Date of birth
d) Place of Birth
e) Passport number
f) Passport issue date
g) Passport expire date
h) Job Title

Setting up a company in Angola

When setting up a company you may want to consider these factors:

  1. Business Factors

    Generally, Angola does not impose any restrictions on foreigners wishing to invest in the country. However, it should be noted that some sectors (such as telecommunications, fisheries, diamond mining) require a majority of Angolan shareholders in setting up such companies.

    In deciding on whether to invest in Angola, you may also want to consider the following when making your decision :-

    • The industry and type of business that will be conducted
    • Nationality of the headquarters / individuals (s)
    • Presence of existing trade agreements or relationships
  2. Location

    Location will be another factor. Separate cities and regions may have different rules, costs and availability. It is always recommended to seek advice from relevant professionals, such as business or legal advisors, accountants and others depending on your need.

There are three types of business forms available to foreign companies in Angola. Each of these business forms has distinct advantages and disadvantages, as well as differing scope of business activities, registration requirements and minimum capital requirements. In most cases it will depend on the degree of commitment a company has to Angola and the planned business activity.

When setting up a company in Angola, you have the following options:-

  • Limited liability company
  • Branch office
  • Representative office

This article provides a general guideline for foreign businesses on entering Angola for business purposes. In particular, it looks at common pathways to establishing a business presence in Angola, generally through a corporation or branch office. In addition, various economic, tax and regulatory factors are provided throughout as a source of useful information to assist those who will enter the Angolan economy. The guide also looks at some immigration requirements such as obtaining appropriate visa status.

Data is based on the time of writing, November 2015 or closest available dates.

Corporation

PLC

In Angola, there are two main types of corporations that can be set up:

  • Private limited company
  • Public limited company

1.Private limited company (Sociedades por Quotas de Responsabilidade Limitada) [SQ]

Traditionally, SQs are used as small and medium investment vehicles.

Investment capital requirements 

The minimum capital requirement for a SQ is the Angolan kwanza equivalent of USD 1,000. Industry contributions are not allowed. Shareholders may defer payment of 50% of the minimum capital requirement, provided that the minimum is fully paid up on the effective date of incorporation.

Share capital is divided into participations called “quotas”. The par value of each quota can vary, but may not be less than the kwanza equivalent of USD 100. As such, each shareholder holds one quota corresponding to the value of its capital contribution.

SQs must have a minimum of two shareholders. However, Angola has recently passed legislation allowing the incorporation of single-shareholder companies, that is, companies with one sole shareholder, either a natural or a corporate person.

The transfer of quotas may be done via the execution of a public deed, and is subject to registration with the territorially-competent Commercial Registry Office.

Management

SQs may be managed by one or more managers, who must be natural persons with full legal capacity, although they need not be shareholders of the company.

SQs also elect a general meeting (deliberative) and management (board of directors). Supervisory boards are optional, unlike SAs.

Accounting / auditing requirements

All SQs are required to be audited.  SQs without an audit committee may be required to appoint a chartered accountant if certain thresholds are reached.

2.Public limited company (Sociedade Anónima) [SA]

SAs are typically chosen by larger companies due to their greater flexibility compared to SQs. For example, there are no restrictions on the transfer of shares in an SA.

Investment capital requirements

SAs are required to have a minimum of five shareholders, which may be natural or corporate persons (except for single-shareholder public limited companies). Where the share capital is mostly held by the State, State-owned companies or similar entities, the minimum number of shareholders is two.

The minimum investment capital requirement is the kwanza equivalent of USD 20,000, 30% of which must be fully paid up on the effective date of incorporation.

The SA’s share capital is represented by shares of equal par value. The par value must not be less than the equivalent of USD 5 expressed in kwanzas. Shares in an SA are freely transferable, although their transfer method depends whether they are bearer or nominative shares.

Management

SAs elect the following governing bodies: general meeting (deliberative), the board of directors (the management body) and the supervisory board or statutory auditor (supervisory body).

The board of directors comprises an odd number of members determined by the articles of association. The supervisory board consists of conducted by a board of auditors comprising three or five members and two alternates. Both the board of directors and auditors are appointed in the deed of incorporation or by resolution of the shareholders. For example, the articles of association may determine that the management of the company is to be undertaken by a single managing director and that the supervision is to be conducted by a statutory auditor, provided certain requirements established by law are met.

Accounting / auditing requirements

SAs are required to be audited annually.

Steps for Incorporation

Angola is rated as the most difficult country in which to do business in the South African region, having the lowest ranking in the World Bank’s Ease of Doing Business Index. The process is lengthy and bureaucratic, which may be attributed to its weak legal environment and inefficient government processes.

Step 1: Search for a unique company name and pick up the relevant certificate

The company name can be verified at the commercial registry (Ficheiro Central de Denominações Sociais) at the Ministry of Justice.

To obtain the company name certificate, the applicant must submit an application (with a copy of identification attached) with the one stop shop (Guiché Único das Empresas) stating firstly, the company’s proposed name. Secondly, the applicant is required to request the issuance of a certificate, confirming that such name is acceptable and is not similar to any existing company name

Agency: Agency: Ficheiro Central de Denominação Social

Time: 1 day

Cost: Form: Kz 400, Certificate: Kz 29,090

Step 2: Deposit the legally required initial capital in a bank and pay the registration fee

The entrepreneur will need to deposit the initial share capital in an Angolan bank. There is a bank branch inside the one-stop shop (Guichê Único da Empresa) where the entrepreneurs can deposit the initial capital and pay the registration fee. The Guiche is an administrative structure that provides the various services at one single place (notary, company registration, tax authority, etc.). The banking institution in Angola will issue a document certifying the deposit has been made; as a rule, the share capital deposited may only be used after registration of the company;

Agency: Commercial Bank

Time: 1 day

Cost: No charge

Step 3: Verify the company documents at the Guichet Unico

Companies can either choose to engage a lawyer to draft the company’s articles of association or use the standard option provided by the Guichet. The latter option is quick, taking an hour at most. The applicant will simply need to enter the information (ID info of associates, address, activities of company) and confirms that the articles are applicable to the type of company as the Guichet has four different types of statutes.

Where the statutes are prepared by a lawyer, the process is much longer and might take 1/2 to one day. However, the advantage of this method is that the company documents are more detailed, making rejection much more unlikely. The articles of association must include, among others, the following elements: the full identification of the founding shareholders, the type of company, the company name, the corporate object, the registered office and the share capital, essential aspects relating to the running of the governing bodies, their structure and other matters considered relevant by the members;

Agency: Guichê Único da Empresa

Time: 1 day

Cost: The fees are included in the company registration fees

Step 4: Obtain the NIF at Guichet Unico

Once the documents are verified and completed, applicants must apply to the National Tax Office (Direcção National dos Impostos) to obtain the National Identification Number (NIF).

Agency: Guichê Único da Empresa

Time: 1 day

Cost: No charge

Step 5: Notarise company draft documents, register the company and pay registration fees at Guichet Unico

The applicant is required to submit the company’s dossier with all its draft documents to the Notary Public at the Guichê Único da Empresa. Once the Notary reviews and notarises the dossier, he will have a reading with the applicant present or the accredited person to ensure that there are no mistakes. The service fee is included in the Guichê fees and takes a day depending on room availability and complexity of the company’s Articles of incorporation. The notary will send a copy of the documents to each of the agencies involved a copy for approval and filing. The centralised post will distribute these to representatives of the National Press (Imprensa National), National Institute of Statistics, Tax office of the Ministry of Finance, Social Security Institute and the Ministry of Public Administration, Employment, and Social Security.

Agency: Guichê Único da Empresa

Time: 2 days

Cost: KZ 12,000 (10,000 for incorporation, 1,000 for GUE service fee and 1,000 for the publication in the official gazette).

Step 6: Obtain the Commercial Operations Permit from the Ministry of Commerce

To carry out commercial activities in Angola, a company must obtain a commercial operations permit (Alvará) from the Ministry of Commerce. All business enterprises are subject to administrative licensing of general trade and provision of commercial services activity at the Ministry of Commerce. To apply for the issuance of the commercial operations permit, the following documents must be filed with the Municipal Delegation of the Ministry of Commerce: (a) company’s notary deed of incorporation; (b) copy of the tax identification card; (c) commercial registration certificate; (d) statistical registration certificate; (e) extracts from the criminal record of the founders; (f) opinion, by the relevant administrative authority, on the company’s geographical location and social and economic feasibility; and (g) a photocopy of ID or passport. For the issuance of the commercial operations permit, one requirement is for the relevant administrative authorities to inspect the company’s premises to confirm they are suitable for commercial activities.

Some businesses may also require inspection of their facilities.

It is also possible to get a provisional license right away giving the firm a permit to operate for 180 days while the definitive license is issued by the Ministry of Commerce.

Agency: Municipality

Time: 15-45 days

Cost: Depends on the size of the premises.

  • 199 square meters – Kz 15,000
  • 200 – 499 square meters – Kz 35,000
  • 500 – 999 square meters – Kz 75,000
  • 1,000 – 1,999 square meters – Kz 200,000
  • Greater than 2,000 square meters – Kz 350,000

Step 7: Legalise the inventory book with the Tax Office

The inventory book is taken annually to the Tax Office for registration of the annual accounts.

Agency: Tax Office

Time: 1 day

Cost: USD 3

Step 8: Legalise the inventory book with the judge of the provincial court having jurisdiction over the area of the company’s headquarters

The inventory book must also be legalised with the Judge of the Provincial Court having jurisdiction over the area where the business is located.

Agency: Provincial Court

Time: 1 day

Cost: USD 20

Note that private investments (capital exceeding USD 1m) are required to be registered with the National Private Investment Agency (ANIP). For more on private investment, refer here.

When a project is approved, ANIP issues a Certificate of Registration for Private Investment (Certificado de Registo de Investimento Privado – CRIP) authorising the commencement of operations.

Upon receipt of the CRIP, the principals must register a company, publish company by-laws in the official National Gazette (Diário da República), obtain a business licence and register with fiscal authorities. If the foreign investment requires a constitution or change of an Angolan company’s by-laws, the deed of incorporation can only be completed with the presentation of the CRIP and a licence for capital import issued by National Bank of Angola (BNA) and authorised by the receiving bank.

Branch office

Foreign corporations operating in Angola can operate as a branch office (sucursal) without the need to incorporate. Branches are the most common form of representation of a firm incorporated under foreign law in Angola as they allow the foreign investor to carry on its business in Angola on the same terms as a local subsidiary.

Branches are considered non-autonomous legal entities of the parent companies i.e. they are not considered separate legal entities of their own. Thus, the parent company assumes unlimited liability in relation to the obligations assumed by or imputed to the branch, as a consequence of legal acts performed by it.

Branches have no governing bodies or representative bodies of their own. Their management is entrusted to an attorney bestowed with the power of attorney by the parent company.

The procedure for opening a branch in Angola is similar to the procedure for the incorporation of a commercial company, with some differences:

  • Obtain the certificate proving the admissibility of the company name. The branch shall have the same name as the parent company and is identified by the words “Sucursal em Angola”(“Branch in Angola”);
  • Lodge the parent company’s articles of association at the notary along with the following documents: deposit application; power-of-attorney granted to the legal representative of the branch; identity of the legal representative of the branch; deed of incorporation of the parent company; certificate of conformity of the parent company’s incorporation; minutes of the meeting adopting the resolution to open a branch in Angola; Private Investment Registration Certificate (“Certificado de Registo de Investimento Privado”) if required; and import license or business licensing permit;
  • Publication in the “Diário da República” (Of cial Gazette);
  • Statistical registration
  • Registration at the tax authorities and at the Social Security;
  • Commercial registration by means of submission of all the documents referred to in (ii) and the notarial certificate of deposit and the “Diário da República” containing the publication of the articles of the “parent company” (or proof of the application for publication).

Note that if the investment in the branch equals or exceeds USD 1,000,000 it constitutes a foreign investment operation.

Representative Office

A representative office is not an independent legal entity and hence, may not conduct direct commercial or revenue-generating activities.

It is most suitable as a form of local representation without legal capacity to perform business acts, whose objective is to look after the interests of the principal company, by accompanying and assisting the business to be carried out in Angola. As such, it is not the most appropriate form if the foreign investor wishes to carry out an economic activity in Angola on a regular basis or if the investment is large.

 

Note that a representative office cannot hire more than six employees and at least half must be of Angolan nationality.

Applications to set up a branch must be lodged with the National Bank of Angola (BNA) for approval. The set-up process is as follows:-

  • Submission of application addressed to the Governor of the BNA, requesting the opening of a representative office;
  • Deposit of the performance bond after the BNA authorises the opening of the representative office (issuing the capital-import permit); the applicant must proceed to the import of the capital needed in order to open the bank account in which the performance bond guarantee is to be deposited. The value of the guarantee which shall be no less than the equivalent in kwanzas of USD 60,000;
  • Obtain the certificate of admissibility of the representative office name;
  • Deposit the articles of association of the principal company with the Notary;
  • Publication of the principal company’s articles of association in the “Diário da República” (Official Gazette);
  • Commercial registration, upon presentation of the following elements: the authorisation to open the representative office issued by the BNA, the certificate issued by the Notary confirming the deposit of the articles of association of the principal company, the minutes of the meeting authorising the opening of the representative office, the “Diário da República” with the publication of the articles of association of the principal company (or proof of application for publication), the certificate of admissibility of the name, the capital import permit and the letter from the BNA confirming the payment of the USD 60,000 performance bond guarantee;
  • Final registration to the BNA with the following documents: the copy of the “Diário da República” with the publication of the articles of association, the commercial registry certificate, proof of registration with the tax authorities, copy of the bank’s evidence of the deposit of the performance bond; after presentation of these documents, the BNA issues a new license evidencing the registration of the representative office.

Others

Joint ventures

Angolan law enables the creation of joint ventures involving the use of any of the corporations listed above as well as the use of partnerships.

Another arrangement that may be considered is the use of a consortium agreement, which is very widespread in the construction and oil & gas industry. This arrangement circumvents the need to set up a legal entity.

Outsourcing Employment Through a GEO Employer of Record Service

Whether to incorporate in Angola, and what sort of entity to setup are just two of the many choices companies must make when expanding into a new market.

If the company intends to have staff in Angola, they must also decide whether they will administer that employment internally or use a Global Employment Organisation to handle payroll and employment responsibilities. A GEO Employer of Record solution is an attractive alternative where

  • the company is looking to setup an office quickly
  • the company wants to work within a defined budget
  • the company wants to limit its initial commitment in Angola
  • the company needs help with tax, employment, immigration and payroll compliance in Angola

The complexity of employment regulations in Angola makes the use of a GEO advisable coupled with local legal counsel to ensure full compliance with employment laws, for example the drafting of local contracts for workers.

Shield GEO provides a comprehensive service in Angola allowing companies to deploy their staff quickly with reasonable, clearly stated costs and timeframes. The company contracts directly with Shield to employ and payroll their staff on their behalf in Angola.

Shield GEO then becomes the Employer of Record. Shield GEO assumes the legal responsibility for these employees, sponsoring them on work permits, complying with local employment law and running their monthly payroll. Using Shield GEO is the fastest and most cost effective way to deploy local and foreign workers into Angola. Read more about outsourced employment through Shield GEO.

  • Angola Employer of Record Overview

Angola Employer of Record Overview

  • Angola Employer of Record Overview

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