Legal issues of general application

Government permission

What government approvals are required for typical project finance transactions? What fees and other charges apply?

A project finance project as already addressed in question 7, (provided that is not focused on the mining or oil and gas sectors) requires the approval of a private investment project under the PIA. In relation to loans and remittances by foreign parties or by local companies owned or controlled by foreign parties, FX and private investment issues must be considered - see question 7. Further operations and transactions are not, in general, subject to any government approvals. However, the specifics of each operation and transaction shall be assessed on a case-by-case basis to evaluate if any relevant authorisations are applicable.

Regarding the applicable fees and charges, see questions 10, 13 and 15.

Registration of financing

Must any of the financing or project documents be registered or filed with any government authority or otherwise comply with legal formalities to be valid or enforceable?

The entity before which the project documents shall be filed will vary according to the nature of the project. If the project is subject to the PIA’s scope, project documents shall be filed before AIPEX. If the project comprises, for instance, the purchase of a participating interest in a certain block (a farm-in operation), then the project documents must be submitted, as a rule, to the Agência Nacional de Petróleo, Gás e Biocombustíveis (ANPG). Regarding legal formalities, the contractual freedom prevails as the general principle under the CC; however, the law imposes notarial intervention for certain specific cases (eg, the execution of agreements for the transfer of real estate require the intervention of a public notary). All documents related to the project shall be in Portuguese. The original documents issued by other states shall be subject to legalisation and recognition procedures (normally before the Ministry of Foreign Affairs and the Angolan consulate of the relevant state).

Arbitration awards

How are international arbitration contractual provisions and awards recognised by local courts? Is the jurisdiction a member of the ICSID Convention or other prominent dispute resolution conventions? Are any types of disputes not arbitrable? Are any types of disputes subject to automatic domestic arbitration?

The Voluntary Arbitration Act establishes that disputes regarding rights that the parties may freely waive, extinguish or assign may be subject to arbitration, upon agreement of the parties, and under the assumption that such dispute is not mandatorily submitted to the judgment of a judicial court (eg, labour disputes or those connected to real estate) or to necessary arbitration. Conversely, disputes regarding non-disposable rights cannot be subject to arbitration. The applicable law allows the submission of disputes to international arbitration. Although Angola is not a party to the ICSID Convention, the country has, on 6 March 2017, submitted to the Secretary-General of the United Nations the formal instrument of ratification of the New York Convention, which came into force in Angola on 4 June 2017. The application of the Convention is subject to the reservation of reciprocity: Angola will apply the Convention to the recognition and enforcement of awards made in the territory of another contracting state. Furthermore, we note that the Angolan Arbitration Law (which applies to domestic arbitrations and therefore to New York Convention awards) permits the making of a set-aside action to the Supreme Court of Angola and an opposition procedure to the enforcement application itself. Both procedures can only be based, in broad terms, on some specific formal grounds plus one that may be of a substantive nature - any breach of Angolan public policy.

Law governing agreements

Which jurisdiction’s law typically governs project agreements? Which jurisdiction’s law typically governs financing agreements? Which matters are governed by domestic law?

Under the general rule provided by the CC, parties are free to choose the applicable law. However, according to our experience, contracts entered with the state are usually subject to Angolan law. Conversely, financing agreements are usually subject to English law.

Submission to foreign jurisdiction

Is a submission to a foreign jurisdiction and a waiver of immunity effective and enforceable?

Although there are some matters that must be referred to Angolan courts (such as the disputes regarding real estate property located in Angola), the CPC expressly allows the parties of an international economic contract to submit any disputes regarding such contract to the courts of the respective country or to other jurisdiction.