The new Private Investment Law (LIP) provides for the approval of a regulation, which will establish the procedures that the foreign investor must comply with, at the level of communication and registration at AIPEX, after the conclusion of the act of investment under the prior declaration regime.
This regulation has not yet been approved. On July 2, the “Guiché Único da Empresa” (GUE) issued a communication allowing the immediate application of the new Law 10/18 of June 26, on the incorporation of companies. On 23 August the GUE issued a new communication, now extended to the acquisition of shareholdings by foreign investors, with which this regime was established as follows:
Incorporation of new companies in Angola
- The non-resident foreign citizen can establish a company under Angolan law, for which he must present a copy of the passport with any valid visa and personal tax identification number (NIF). A foreign company may also constitute a company under Angolan law, for which it will have to submit a set of documentation;
- The non-resident foreign citizen can obtain the personal NIF in the GUE services. The question remains whether a foreign company will have to first obtain a NIF;
- The foreign citizen or the foreign company can incorporate a company under Angolan law without having to travel to Angola, being represented by a proxy, by proxy to be celebrated abroad, in which case it will not be necessary (in the case of the foreign citizen or representative of the foreign company) to have a valid visa;
- The requirement of a work visa or any other visa or resident's card for the appointment of a foreign citizen as manager or director of the Angolan company in which he is a partner is no longer required, so that the foreign citizen can be registered as such. The foreign company may, in principle, follow this same procedure (appointing a representative as manager or director of the Angolan company in which that foreign company is a partner). With the approval of the Regulation, the following procedures will be defined.
Acquisition of shares in Angolan companies
- Assignment of shares representing the share capital of Angolan companies is freely made, with foreigners or foreign companies being assignees (buyer).
- The necessary documentation from the foreign investor to execute the deed of assignment of quotas shall correspond to that referred to in 1 and 2.
- The foreign investor may be represented by a proxy, as described in 2;
- This quota transfer scheme is applicable to the purchase and sale of shares representing the share capital of Angolan companies;
- With the assignment of quotas or with the acquisition of shares the foreign investor who acquires them may nominate a manager or an administrator under the terms referred to in 4;
- The aforementioned paragraphs do not apply to quota transfers in Angolan companies that have CRIPs (that is, they have been set up under previous Private Investment Laws), in which case these quota transfers will have to wait for the approval of Regulation of law.
In addition to the future approval of the Regulation which is lacking (in particular, the manner in which these acts will be communicated to AIPEX), and without prejudice to any further clarification that the GUE may provide, this entry of foreign investors into Angolan companies will only be limited (requiring prior approval of a special investment process) in certain strategic sectors.