Commercial Law In Angola

GENERAL INFORMATION

The People's Republic of Angola is located on the west coast of southern Africa, bordered in the north and north-east by the Democratic Republic of Congo, on the east by Zambia, on the south by Namibia, and on the west by the Atlantic Ocean. It also includes the enclave of Cabinda, which is physically separate from Angola proper and is surrounded on its landward side by the People's Republic of the Congo (Brazzaville) and the Democratic Republic of the Congo.

Area: 1 246 700 km2

Population: 13 million

Capital: Luanda

Currency: New Kwanza (NKz)

GDP: USD 114.1 billion (2010)

Internet domain: .ao

Languages: Portuguese (official language), Kimbundu, Kikongo, Chokwe, Umbundu

Working week: Monday - Friday

Exports: Crude oil; diamonds; refined petroleum products; coffee; timber; cotton

Imports: Machinery and electrical equipment; vehicles and spare parts; medicines; food; textiles and clothing; military supplies

COMPANY LAW

Business vehicles

There are two forms of companies commonly used by foreign investors:

Sociedades por quotas (SpQs), which are similar to private limited companies. SpQs are companies in which the share capital is divided into quotas and the shareholders are jointly and severally liable for their capital investment. SpQs must have at least two shareholders. Sociedades anónimas de responsabilidade limitada (SARLs), which resemble joint stock companies. SARLs are companies in which the capital is held by its shareholders and divided into shares, with each shareholder owning a number of shares proportionate to their investment. The liability of each shareholder is limited to the amount of their capital share. SARLs must have at least five shareholders. Incorporation

The following steps should be taken in order to incorporate a company:

Approval of the new company name by the Companies Registry. Execution of a public deed of incorporation before a public notary (provided that the company's initial share capital has been deposited in a national bank account).

Publication of the new company's by-laws in the Official National Gazette. Registration of the new company before the Ministry of Public Administration, Employment and Social Security.

Registration of the new company before the tax authorities (and payment of the applicable taxes). This process takes roughly three working days. Following the incorporation of the company, the proper commercial operations certificate (Alvará Comercial) must be obtained from the Ministry of Commerce. In some cases, it may be required to obtain an additional certificate from the Ministry responsible for the activity carried out by the company. The approval time for this second certificate depends on the specific requirements involved, such as whether or not any additional facilities' inspections are required.

Regulatory Reporting

Both SpQs and SARLs must have Annual General Meetings that must take place within the first three months of each calendar year and, once the...