Foreign investment issues

Investment restrictions

What restrictions, fees and taxes exist on foreign investment in or ownership of a project and related companies? Do the restrictions also apply to foreign investors or creditors in the event of foreclosure on the project and related companies? Are there any bilateral investment treaties with key nation states or other international treaties that may afford relief from such restrictions? Would such activities require registration with any government authority?

Private investors are entitled to incorporate (or take any parts of) companies before the approval of the private investment project (before the issuance of the Certificate for the Registration of an Investment Project), namely, the practical constraints (the need of having a private investment project approved) over ownership of shares in any undertakings incorporated or registered in Angola by foreign investors are no longer in force. However, the repatriation of profits still depends on the prior approval of a private investment project. The payment of creditors abroad depends, as a rule, upon FX authorisation granted by the BNA under Decree No. 23/98. The ownership of land rights is still limited, being as a foreign person is entitled only to have minor land rights such as surface rights. Even though Angola is a signatory to a few bilateral investment treaties (Cape Verde, Cuba, Italy, Germany, Namibia, Portugal, Russia, Spain and South Africa), these do not provide relief from the requirement to put forward an investment project for an investor intending to repatriate profits outside Angola.

Insurance restrictions

What restrictions, fees and taxes exist on insurance policies over project assets provided or guaranteed by foreign insurance companies? May such policies be payable to foreign secured creditors?

The conducting of insurance and reinsurance activities in Angola is limited to entities duly incorporated and authorised under the Insurance Activity Act. Such authorisation is granted by the Ministry of Finance, upon consulting the Angolan Agency of Insurance Regulation and Supervision. The transfer of any amounts abroad under an insurance policy is deemed an FX operation - given that it entails the transfer of money between an FX resident and a non-FX resident. Upon the relevant authorisation of the BNA, insurance policies over project assets can be paid to foreign secured creditors.

Worker restrictions

What restrictions exist on bringing in foreign workers, technicians or executives to work on a project?

Presidential Decree No. 43/17 of 6 March 2017, as amended by Presidential Decree No. 78/17 of 24 April 2017, which revoked Decree No. 5/95 of 7 April, regulates the professional activity of non-resident foreign workers, along with the General Labour Law (Law No. 7/15 of15 June 2015). A quota rule is imposed on companies of all sizes, according to which 70 per cent of the workforce is to be composed of national workers (Angolan or foreign residents) and up to 30 per cent may be non-resident foreign workers. Non-resident workers must be registered, and their salaries can be paid in any currency agreed between the worker and the employer.

Equipment restrictions

What restrictions exist on the importation of project equipment?

The carrying out of import, export and re-export operations, which is made through the Integrated System of External Trade, is subject to prior registration in the Registry of Exporters and Importers (REI) of the Ministry of Commerce. Registration in the REI is mandatory and valid for a period of five years. The applicable law foresees two different regimes of importation: temporary and permanent. Permanent importation of goods into Angola under the general customs regime is subject to the payment of various charges (eg, customs duties, consumption tax and stamp duty). As the payment of the imported goods also entails an FX operation, the procedures applicable to said payments are expressly governed by Order No. 5/18, and Instructive No. 9/18, both issued by the BNA. That being said, the settlement of FX import operations executed between a FX resident and a non-FX resident may be done either by advance payment; document-based remittances; or a letter of credit. The BNA Instructive No. 9/18 establishes that any importation transaction with an amount higher than €100,000 must be performed with the resort of a letter of credit. However, the FX regime also establishes a special regime in which an importer may request the application of different rules and thresholds for the settlement of importation procedures.

Nationalisation laws

What laws exist regarding the nationalisation or expropriation of project companies and assets? Are any forms of investment specially protected (from nationalisation or expropriation)?

According to the PIA, under a private investment project, the investor’s ownership rights are protected by the Angolan state and cannot be nationalised or seized, unless a public interest purpose is being pursued. In the event of nationalisation or seizure, both the PIA and the New Private Investment Act (NPIA) foresee that the state undertakes to fairly, promptly and effectively compensate the investor. The 2010 Angolan Constitution provides that the state respects and protects the property and further property rights of natural and legal persons, and therefore the expropriation for public utility is subject to the payment of fair compensation, which is a prerequisite of the effectiveness of the expropriation. The procedures applicable to expropriation are further regulated by the Expropriation Regulations. Said regulations are based on statutes of the pre-independence period, namely Law No. 2030 of 24 October of 1953 - Public Expropriations, and Decree No. 43587 of 8 April of 1961 - Regulations on Public Expropriations. Considering the anachronism of regulations in force, the president of Angola recently approved the creation of the Commission for the Revision of the Legal Regime of Expropriations.