Setting up a company in Angola
When setting up a company you may want to consider these factors:
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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
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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.
Your Options
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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
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.
- Angola
Angola
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