New Private Investment Law

LAW No. 10/18 of June 2018

Private investment law

Law No. 10/18 of 26 June 2018


The diversification of the national economy and the consequent growth and specialization of production, in terms of the domestic production and exports markets, requires appropriate volumes of national and foreign private investment, as the driver of production activities, with the State acting as the promoter and regulator of the economic and social development.


Considering the need to make adjustments to the existing statutory and institutional framework, with a view to making the process to promote, attract and implement private investments in the national economy faster, more facilitated and more secure.


The National Assembly, acting by mandate of the people and under the provisions of Articles

165.2 and 166.2(d), both of the Constitution of the Republic of Angola, hereby approves the following:


PRIVATE INVESTMENT LAW


CHAPTER I

GENERAL PROVISIONS


Article 1

Subject Matter

This Law defines the principles and general bases of private investment in the Republic of Angola, sets forth the benefits and facilities which the Angolan State may grant to private investors and the criteria for access thereto, as well as it defines the rights, duties and guaranties of private investors.


Article 2

Scope

1. This Law shall apply to private investments in any amount, made by either national investors or foreign investors.

2. This Law shall not apply to investments made by companies controlled by the State, in which it holds the entirety or the majority of the capital.

3. This Law shall also not apply to those business sectors whose investment regime is governed by special legislation.


Article 3

Definitions

For the purposes of this Law, the following definitions shall apply:

(a) “Investment Increase”: the operation whereby additional resources are contributed in relation to the investment initially declared, registered and implemented, in order to increase its extent;

(b) “Benefits”: the tax and custom benefits implying a reduction of or an exemption from the tax rate;

(c) “Private Investment”: the use of resources by national or foreign companies governed by private law, by means of allocating capital, technology and know-how, capital goods and other assets, aimed at maintaining or increasing the capital available;

(d) “National Investment”: the implementation of an investment project by using assets held by residents for foreign exchange purposes, which assets may consist not only of monetary funds, but also take the form of technology and know-how or capital goods and other assets, by means of financing even if procured abroad;

(e) “Foreign Investment”: the implementation of investment projects by using assets held by non-residents for foreign exchange purposes, which assets may consist not only of monetary funds, but also take the form of technology and know-how or capital goods and other assets;

(f) “Direct Investment”: any national or foreign private investment which consists of using in national territory capital, technology and know-how, capital goods and other assets in projects of an economic nature, or of using funds intended for the incorporation new companies, groups of companies, either national or foreign, as well as for the entire or partial acquisition existing companies organized under Angolan law, with a view to the launching or continuation of a given economic activity and the direct participation in the management thereof, in keeping with its corporate purpose;

(g) “Indirect Investment”: any national or foreign private investment made by companies governed by private law which, not qualifying as a direct investment, separately or cumulatively comprises capital operations and operations relating to other financial instruments, such as the acquisition of shares, government debt securities, loans, shareholder loans, supplementary capital contributions, patented technology, technical processes, industrial secrets and models, franchises, registered trademarks and other forms of access to the use thereof, either on an exclusive basis or through licensing limited to geographical areas or industrial and/or commercial sectors, among others;

(h) “Mixed Investment”: any investment comprising national investment operations and foreign investment operations;

(i) “National Investor”: any natural or legal person, resident for foreign exchange purposes, who/which makes an investment as provided for in subparagraph (d) above;

(j) “Foreign Investor”: any natural or legal person, non-resident for foreign exchange purposes, who/which makes an investment as provided for in subparagraph (e) above;

(k) “Reinvestment”: the application in national territory of all or part of the profits earned by the national or foreign investment, and which shall comply with the same rules to which the initial investment is subject;

(l) “Special Purpose Vehicle”: the company through which the Private Investment Project is implemented.


CHAPTER II

PRIVATE INVESTMENT PRINCIPLES


Article 4

General Principles

The private investment policy and the granting of benefits and facilities shall be governed by the following general principles:

(a) Respect for principles and objectives of the national economic policy;

(b) Respect for private property and the other rights in rem;

(c) Respect for the rules governing free market economy, based on the values and principles of sound competition, morality and ethics between the economic agents;

(d) Respect for free economic initiative and free enterprise, except in areas defined by the Constitution and the law as reserved for the State;

(e) Guarantees of security and protection of the investment;

(f) Guarantee of the free movement of goods and capital, under the law and within the statutory limits;

(g) Respect for the bilateral and multilateral agreements and treaties in the field of investments to which the State is a party.


Article 5

Principle of Political Conformity and Legal Compliance

The private investments made in accordance with this Law shall, irrespective of the form they take, contribute to the economic and social growth and development, and shall comply with the provisions of this Law, its regulations and such other legislation as may apply.


CHAPTER III

INVESTMENT TYPES AND OPERATIONS


Article 6

Private Investment Types

Private investment may be national, foreign or mixed.


Article 7

National Investment Operations

1. Pursuant to and for the purposes of this Law, the following operations, amongst others, qualify as national investment operations:

(a) The use of the means of payment available in national territory;

(b) The acquisition of technology and know-how;

(c) The acquisition of machinery and equipment;

(d) The conversion of credits resulting from any type of contract;

(e) The acquisition of equity interests in existing commercial companies organized under Angolan law;

(f) The investment of financial resources resulting from loans, including those obtained abroad;

(g) The incorporation of new commercial companies;

(h) The execution and amendment of consortium agreements, unincorporated joint venture (associação em participação) agreements, joint venture agreements, contracts for the association of a third party with equity interests or capital shareholdings, and any other permitted form of association agreement, although not foreseen in the commercial legislation in force;

(i) The total or partial takeover of commercial and industrial units, by means of the acquisition of assets or of business operations assignment agreements;

(j) The acquisition or assignment of the business operation of commercial or industrial units;

(k) The exploitation of real estate developments, for tourism or other purposes, irrespective of their legal nature;

(l) The execution of land lease agreements for agricultural purposes and the assignment of land rights;

(m) The assignment of patented technologies and registered trademarks, the consideration for which is limited to the payment of profits resulting from the activities in which said technologies or trademarks were applied;

(n) The provision of supplementary capital contributions, shareholder advances and, in general, loans associated with profit sharing;

(o) The acquisition of immovable property located in national territory, when such acquisition is part of private investment projects.

2. For projects exclusively intended for exportation, the procurement by national investors of third-party resources abroad shall, on condition that the repayment of the debt servicing is guaranteed by the exports revenues, qualify as national investment operations.

3. Operations consisting of the rental or charter automobiles, vessels, aircraft or other assets which may be rented or chartered, leased or otherwise used on any other temporary basis in national territory, shall not qualify as national investment operations.


Article 8

Forms of National Investment

Private national investment may be made, separately or cumulatively, in the following forms:

(a) Allocation of own funds;

(b) Investment of funds existing in bank accounts domiciled in the Country and held by residents for foreign exchange purposes, even if such funds result from financing obtained abroad;

(c) Allocation of machinery, equipment, accessories and other tangible fixed assets;

(d) Capitalization of credits and other assets of the private investor which may be used as investments;

(e) Capitalization of technology and know-how whose monetary value can be appraised;

(f) Investment of funds in national territory by way of reinvestment.


Article 9

Foreign Investment Operations

1. The following operations, among others, made non-residents for foreign exchange purposes using resources originating abroad, shall qualify as foreign investment operations:

(a) The bringing of freely convertible currency into national territory;

(b) The introduction of technology and know-how, provided that these represent a gain for the investment and that their monetary value can be appraised;

(c) The introduction of machinery, equipment and other tangible fixed assets;

(d) The conversion of credits resulting from the performance of contracts for the supply of machinery, equipment and goods, provided that it is demonstrated that they entail payments abroad;

(e) The acquisition of equity interests in existing companies organized under Angolan law;

(f) The incorporation of new companies;

(g) The execution and amendment of consortium agreements, unincorporated joint venture (associação em participação) agreements, and other forms of business cooperation permitted in international trade, although not foreseen in the commercial legislation in force;

(h) The acquisition of commercial or industrial units;

(i) The execution of land lease agreements or agreements for the exploitation of land for agricultural, livestock farming and forestry purposes;

(j) The exploitation of real estate developments, for tourism or other purposes, irrespective of their legal nature;

(k) The provision of supplementary capital contributions, shareholder advances and, in general, loans associated with profit sharing;

(l) The acquisition of immovable property located in national territory, when such acquisition is part of private investment projects;

(m) The incorporation of subsidiaries, the registration of branches or the setting-up of other forms of corporate representation of foreign companies.

2. For projects exclusively intended for exportation, the procurement by foreign investors of third-party resources abroad shall, on condition that the repayment of the debt

servicing is guaranteed by the exports revenues, qualify as foreign investment operations.

3. Operations consisting of the rental or charter automobiles, vessels, aircraft or other assets which may be rented or chartered, leased or otherwise used on any other temporary basis in national territory, shall not qualify as foreign investment operations.

4. Notwithstanding the provisions of paragraph 3 above, the operations referred to therein may qualify as foreign investment operations, provided that the Head of the Executive, expressly and on a case-by-case basis, elects to assign such a status to said operations in view of their significant economic relevance or strategic importance.


Article 10

Forms of Foreign Investment

1. Foreign investment may be made, separately or cumulatively, in the following forms:

(a) Transfer of own funds from abroad;

(b) Investment of national and foreign currency funds existing in bank accounts domiciled in Angola and held by non-residents for foreign exchange purposes, and which may be repatriated pursuant to the applicable foreign exchange legislation;

(c) Investment of funds in national territory by way of reinvestment;

(d) Transfer of machinery, equipment, accessories and other tangible fixed assets;

(e) Capitalization of technology and know-how.

2. The investment operations described in sub-paragraphs 1(d) and 1(e) above shall in all cases be made together with a transfer of funds from abroad, namely to cover incorporation and installation costs and current expenditure.


Article 11

Shareholder Loans for Foreign Investment Operations

Shareholder loans made for foreign investment purposes may not be in an amount higher than 30% of the amount of the investment made by the incorporated company, and shall only be reimbursable three (3) years after the date on which they were recorded in the company’s accounts.


Article 12

Indirect Investment Limit

Whenever the national or foreign investor intends to make operations qualifying as indirect investment under this Law, said operations shall not be in excess of 50% of the total amount of the investment.


CHAPTER IV

RIGHTS, DUTIES, AND GUARANTEES OF THE PRIVATE INVESTOR


Article 13

Companies Status

The companies incorporated pursuant to the Angolan legislation, even if with foreign capital, shall for all legal purposes qualify as companies organized under Angolan law, and be subject to the Angolan legislation in force.


Article 14

Protection of Rights

1. The State respects and protects private investors’ right of ownership over the assets of their undertakings, namely the right to freely dispose thereof, under the terms of the law, without interference from third parties, including the State.

2. The assets referred to in paragraph 1 above may only be subject to requisition or expropriation under the strict terms of the Constitution and the law.

3. Should the assets referred to in paragraph 2 above be the subject of requisition or expropriation, on grounds of public utility, as provided for in said paragraph, the State guarantees the payment of a fair and prompt compensation, under the terms of the Constitution and the law, the amount of which shall be determined in accordance with Angolan law.

4. The State respects and protects the private investors’ professional, banking and trade secrecy, under the terms of the law.


Article 15

Jurisdictional Guarantees

1. The Angolan State guarantees to all private investors the right of access to the Angolan courts for the defense of their rights, and due legal procedure, protection and security.

2. Within the scope of this Law, any disputes that may arise in connection with alienable rights may be settled through alternative means of dispute resolution, namely

negotiation, mediation, conciliation and arbitration, provided that such disputes are not exclusively subject to a judicial court or mandatory arbitration by a special law.


Article 16

Other Guarantees

1. Intellectual property rights are guaranteed, under the terms of the law.

2. The State respects and protects the rights of possession, use and enjoyment of land, as well as of other domain resources, under the terms of the legislation in force.

3. The interference from public authorities in the management of private enterprises is prohibited, except in the cases provided for in the law.

4. The cancellation of licenses or authorizations without the due administrative or judicial process is prohibited.

5. Private investors have the right to import goods from abroad, to implement their projects, and to export goods, either produced by them or not, without prejudice to the statutory rules on protection of the domestic market.

6. The carrying-out of the import and export activities referred to in paragraph 5 above shall be subject to the appropriate licenses being obtained from the competent Angolan authorities.


Article 17

General Duties

Private investors shall respect the Constitution, this Law and the other legislation applicable in the Republic of Angola, and shall in particular refrain from directly or indirectly, acting alone or through third parties, perform any actions that amount to an interference in the internal affairs of the Angolan State.


Article 18

Specific Duties

The private investor shall be subject to the following specific duties:

(a) To comply with the time periods set for importation of capital and implementation of the investment project, in accordance with the commitments assumed;

(b) To pay the taxes, charges and all other contributions due under the law;

(c) To create funds and reserves and make provisions in accordance with the legislation in force;

(d) To apply the accounting plan and the accounting rules provided for in the law;

(e) To comply with the rules on environmental protection, pursuant to the legislation in force;

(f) To comply with the rules on health, safety and hygiene at work for the prevention of occupational illnesses, accidents at work and other contingencies provided for in the labor legislation;

(g) To take out and keep updated Insurance against Accidents at Work and Occupational Illnesses suffered by their employees;

(h) To take out and keep updated Third Party Liability Insurance and Insurance against Environmental Damage.


Article 19

Transfers Abroad

Upon the Private Investment Project being implemented in full, as duly attested by the competent authorities, and upon the taxes due being paid and the mandatory reserves being created, foreign investors are entitled to transfer abroad:

(a) The amounts corresponding to dividends;

(b) The amounts corresponding to the proceeds resulting from liquidation of their undertakings;

(c) The amounts corresponding to the compensations due to them;

(d) The amounts corresponding to royalties or other earnings resulting from indirect investments, associated with the transfer of technology.


Article 20

Recourse to Credit

1. Private investors may resort to credit within Angola or abroad, under the legislation in force.

2. Foreign investors and the companies of which they are the majority shareholders shall only be eligible to access to credit within Angola upon their respective investment projects having been implemented in full.


CHAPTER V

BENEFITS AND FACILITIES AVAILABLE TO THE INVESTOR


Article 21

General Principles

1. The investors covered by this Law are subject to the legislation in force in the Republic of Angola, are entitled to the rights and subject to the obligations and enjoy of the benefits and facilities provided for herein.

2. The benefits granted under this Law shall apply exclusively to the activities included in the implementation of the registered private investment.

3. The private investment special purpose vehicles, which enjoy benefits under this Law, shall file a tax return relating to the relevant investment, separately from such other economic activities as they may carry out.

4. The granting of benefits and facilities shall be automatic, provided that the investment satisfies the criteria provided for in this Law.

5. Benefits relating to Industrial Tax, Property Conveyance Tax, Urban Property Tax, Investment Income Tax, Stamp Duty, and others of a similar or different nature, may be granted.


Article 22

Objectives for Granting Incentives and Facilities

The benefits provided for herein shall be granted taking the following economic and social objectives into consideration:

(a) To stimulate economic growth and the diversification of the economy;

(b) To offer better opportunities for the development of the most disadvantaged regions, especially in the interior of the Country;

(c) To increase the national production capacity, by means of the use of local raw materials, and to increase the added value of the goods produced in the Country;

(d) To strengthen the private national companies by means of partnerships with foreign companies;

(e) To favor the creation of new jobs for Angolan workers and to increase the skill level of the Angolan workforce;

(f) To promote the transfer of know-how and technology, as well as to increase production efficiency and competitiveness;

(g) To promote the increase and improvement of exports, and to reduce imports;

(h) To promote the increase of foreign exchange holdings and the improvement of the balance of payments;

(i) To relaunch the efficient and effective supply of the domestic market;

(j) To rehabilitate, expand and modernize the infrastructures intended for economic activities.


Article 23

Nature of the Benefits

Benefits may be of a Tax Nature or Financial Nature.


Article 24

Benefits of a Tax Nature

Deductions to the taxable income, accelerated amortizations and depreciations, tax credit, exemption and reduction of tax rates, contributions and importation duties, deferred payment of taxes, and such other measures of an exceptional nature as benefit the investor shall constitute tax benefits.


Article 25

Benefits of a Financial Nature

Access to credit through programs of the Executive which support the economy, such as microcredit, interest subsidy, public guarantee and venture capital to obtain financing shall constitute financial benefits.


Article 26

Facilities

1. Simplified and prioritized access to the public administration services, namely to obtain licenses and authorizations, as well as to secure swift access to public assets, shall constitute facilities.

2. The State guarantees to private investors, by means of concentrated services adopting expedited and simplified procedures, the essential legal, tax and social security registrations, as well as the possible registrations related to intellectual property, movable assets, immoveable property and the like.


Article 27

Basis for Granting

Benefits and facilities shall be granted taking the following into consideration:

(a) Priority business sectors;

(b) Development zones.


Article 28

Priority Business Sectors

For the purposes of granting the benefits provided for in this Law, the market segments where a potential is identified for the substitution of imports or for the promotion and diversification of the economy, including exports, shall qualify as priority market segments; they are comprised in the following business sectors:

(a) Education, Technical and Professional Training, College Education, Scientific Research and Innovation;

(b) Agriculture, Food and Agro-Industry;

(c) Specialized Health Units and Services;

(d) Reforestation, Industrial Processing of Forest Resources and Forestry;

(e) Textiles, Clothing and Footwear;

(f) Hospitality, Tourism and Leisure;

(g) Construction, Public Works, Telecommunications and Information Technologies, Airport and Railway Infrastructures;

(h) Production and Distribution of Electricity;

(i) Basic Sanitation, Collection and Treatment of Solid Waste.


Article 29

Development Zones

For the purposes of this Law, the Country is divided into the following development zones, with the benefits being granted on an incremental basis:

(a) Zone A – Province of Luanda and the municipalities of the provincial capitals of Benguela and Huíla, and the municipality of Lobito;

(b) Zone B – Provinces of Bié, Bengo, Cuanza-Norte, Cuanza-Sul, Huambo, Namibe, and the other municipalities of the Provinces of Benguela and Huíla;

(c) Zone C – Provinces of Cuando Cubango, Cunene, Lunda-Norte, Lunda-Sul, Malanje, Moxico, Uíge and Zaire;

(d) Zone D – Province of Cabinda.


Article 30

Exceptional Nature of the Tax and Customs Benefits

1. The tax and customs benefits are of an exceptional nature and they are limited in time.

2. Without prejudice to Article 33 of this Law, the granting and cessation of customs benefits shall observe the taxation regime established in the Importation and Exportation Duties Customs Tariff in force.


Article 31

Cessation of Benefits

Benefits cease:

(a) On expiry of the period for which they have been granted, which period may not be longer than ten (10) years;

(b) By the investor having benefited from tax savings not paid to the State in an amount equal to that of the investment made;

(c) When the conditions for their cessation are met;

(d) By cancellation of the investment registration.


Article 32

Reinvestment Benefits

The benefits provided in this Law may be granted to reinvestment projects, under such terms as shall be defined by regulations.


Article 33

Resumption of the Standard Payment of Taxes

Upon cessation of the benefits, the private investor shall resume the standard regime of payment of taxes and customs duties due, in connection with the Investment Project.


CHAPTER VI

REGIMES, BENEFITS AND FACILITIES


Article 34

Investment Regimes

Private Investment Projects shall be subject to the following regimes:

(a) Prior Declaration Regime;

(b) Special Regime.


Article 35

Prior Declaration Regime

1. The Prior Declaration Regime involves the mere submission of the investment proposal to the competent Public Administration body for registration purposes and for the benefits provided for in this Law to be granted.

2. Under the Prior Declaration Regime, the companies shall be previously incorporated, and the presentation of the Private Investment Registration Certificate is not required at the time of the deed of incorporation.

3. The nature and structure of the Prior Declaration shall be governed by the regulations of this Law.


Article 36

Special Regime

1. The Special Regime shall apply to private investments made in the priority business sectors and in the development zones provided for in this Law.

2. The private investments referred to in paragraph 1 above are to be registered with the competent Public Administration body, for the benefits and facilities provided for in this Law to be granted.


Article 37

Selection of Investment Regime

Private investors may freely select either of the investment regimes.


Article 38

Benefits of the Prior Declaration Regime

The Prior Declaration Regime offers the following tax benefits:

(a) Property Conveyance Tax: the rate applicable to the purchase of immovable property for the office premises and the business facilities of the investment is halved;

(b) Industrial Tax: the final assessment rate and the provisional assessment rate are reduced by 20%, for a period of two (2) years;

(c) Investment Income Tax: the rate applicable to the distribution of profits and dividends is reduced by 25%, for a period of two (2) years;

(d) Stamp Duty: the rate is halved, for a period of two (2) years.


Article 39

Benefits of the Special Regime

The Special Regime offers the following tax benefits:

(a) Property Conveyance Tax:

Zone A – The rate applicable to the purchase of immovable property for the office premises and the business facilities of the investment is halved;

Zone B – The rate applicable to the purchase of immovable property for the office premises and the business facilities of the investment is reduced by 75%;

Zone C – The rate applicable to the purchase of immovable property for the office premises and the business facilities of the investment is reduced by 85%;

Zone D – The Property Conveyance Tax rate shall correspond to half the rate granted to Zone C.

(b) Urban Property Tax:

Zone B – The rate applicable to the ownership of immovable property for the office premises and the business facilities of the investment is reduced by 50%, for a period of four (4) years;

Zone C – The rate applicable to the ownership of immovable property for the office premises and the business facilities of the investment is reduced by 75%, for a period of eight (8) years;

Zone D – The Urban Property Tax rate shall correspond to half the rate granted to Zone C, for a period of eight (8) years.

(c) Industrial Tax:

Zone A – The final assessment rate and the provisional assessment rate are reduced by 20%, for a period of two (2) years;

Zone B – The final assessment rate and the provisional assessment rate are reduced by 60%, for a period of four (4) years;

The depreciation and amortization rates are increased by 50%, for a period of four (4) years;

Zone C – The final assessment rate and the provisional assessment rate are reduced by 80%, for a period of eight (8) years;

The depreciation and amortization rates are increased by 50%, for a period of eight (8) years;

Zone D – The Industrial Tax rate shall correspond to half the rate granted to Zone C, for a period of eight (8) years;

The depreciation and amortization rates are increased by 50%, for a period of eight (8) years.

(d) Investment Income Tax:

Zone A – The rate applicable to the distribution of profits and dividends is reduced by 25%, for a period of two (2) years;

Zone B – The rate applicable to the distribution of profits and dividends is reduced by 60%, for a period of four (4) years;

Zone C – The rate applicable to the distribution of profits and dividends is reduced by 80%, for a period of eight (8) years;

Zone D – The Investment Income Tax rate applicable to the distribution of profits and dividends shall correspond to half the rate granted to Zone C, for a period of eight (8) years.


Article 40

Other Benefits and Facilities

1. Under the Special Regime, the private investment special purpose vehicle is exempt from the fees and charges due for any service requested, including customs services, by a non-corporate public entity, for a period not exceeding five (5) years.

2. The regular assistance to monitor the implementation of Investment Projects, as well as to assist in the solution of problems that may arise with the public authorities in the investment projects’ implementation phase, with respect to operational aspects such as obtaining building permits, obtaining the supply of energy and water, obtaining visas, obtaining environmental licenses and to other operational requirements pertaining to the implementation of private investments, shall be provided by the Public Administration, by means of services concentrated in the same physical and/or virtual space adopting expedited and simplified procedures, under such terms as shall be defined in regulations.



CHAPTER VII

FOREIGN EXCHANGE REGIME AND IMPLEMENTATION OF INVESTMENT PROJECTS

Section I

Foreign Exchange Regime


Article 41

Foreign Exchange Operations

1. The rules defined in the foreign exchange legislation shall apply to the foreign exchange operations relating to the acts referred to in Articles 7, 9, 10 and 19 of this Law shall.

2. The implementation of capital importation operations shall comply with such rules as defined in specific regulations of the monetary and foreign exchange authority.


Article 42

Registration Value of the Equipment

Private investment in the form of the importation of machinery, equipment and related components, new or used, shall be registered at FOB value in foreign currency and its equivalent in national currency, at the reference exchange rate of the National Bank of Angola ruling on the day of submission of the customs declaration.


Article 43

Machinery and Equipment Value

The value of machinery and equipment shall be validated by means of a reliable document issued at their origin by a duly certified asset valuation entity.


Section II

Implementation of the Investment Project


Article 44

Implementation of the Projects

1. Implementation of investment projects shall commence within the time period defined in the Private Investment Registration Certificate.

2. In duly justified cases and upon request of the private investor, the time period referred to in paragraph 1 above may be extended.

3. Private Investment Projects shall be implemented and managed in strict compliance with the applicable legislation, and the contributions originating abroad may not be applied for purposes other than those for which they have been declared in the investment registration instrument, nor may such contributions be diverted from the object for which they were registered.

4. Transactions on regulated markets are not subject to any additional formality, other than those provided for in the Securities Code.


Article 45

Corporate Changes

1. Corporate changes involving the increase of share capital, the expansion of the corporate purpose, or the transfer of equity interests or shares are exempt from prior authorization by the competent the Public Administration body, which registers the investments and grants the benefits provided in this Law, without prejudice to their being notified under such terms as shall be defined in regulations.

2. In the event that the changes referred to in paragraph 1 above involve importation of capital, such changes are subject to registration with the competent body.

3. The modification or expansion of the purpose of the Project shall be subject to registration with the competent body.


Article 46

Labor Force

1. The private investor is required to employ Angolan workers, providing them the necessary vocational training and affording them salary and other employment conditions consistent with their qualifications, any type of discrimination being prohibited.

2. The private investor may, in accordance with the legislation in force, employ qualified foreign workers, whilst complying with a strict plan for the training or development of Angolan technical staff with a view to the progressive filling of those positions by Angolan workers.

3. The training plan and the plan for the gradual replacement of foreign workers by Angolan workers shall be included in the documentation pertaining to the Investment Project, at the time of registration.


CHAPTER VIII

OFFENSES AND PENALTIES


Article 47

Types of Offenses

For the purposes of this Law, the following shall qualify as offenses:

(a) The use of resources originating abroad for purposes different from those for which they have been declared and registered;

(b) The issuing of invoices which allow for the unlawful outflow of capital or which distort the obligations to which the company or association is subject, namely those of a tax nature;

(c) The failure to provide training or to replace foreign workers by Angolan workers on the terms and within the time periods defined in the Investment Project;

(d) The unjustified failure to make the investment within the registered time periods;

(e) The failure to submit the information to the body in charge of monitoring, under such terms as shall be defined in regulations;

(f) The forgery of merchandises and the making of misrepresentations;

(g) The over-invoicing of the prices of machinery and equipment imported under the terms of this Law;

(h) The carrying-out of a commercial activity falling outside of the scope declared.


Article 48

Fines and Other Penalties

1. Without prejudice to such other penalties as are especially provided under the law, the offenses referred to in Article 47 shall be subject to the following penalties:

(a) A fine in the amount of 1% on the investment value, which shall be tripled in the event of repeated offense;

(b) Forfeit of benefits and other facilities granted under this Law;

(c) Cancellation of the private investment registration.

2. Failure to implement the projects within the initially declared or subsequently extended time period may be subject to the penalty provided for in subparagraph 1(c) above, together with the payment of a fine in an amount equal to the benefits granted plus 1% of the investment value, save in case of a demonstrated force majeure event.

3. Without prejudice to the penalties provided for in this Law, the offense described in Article 47(f) shall also be punished under the terms of the Criminal Laws.


CHAPTER IX

FINAL AND TRANSITIONAL PROVISIONS


Article 49

Previous Investment Projects

1. This Law and its regulations shall not apply to Investment Projects approved prior to their coming into force, which investments shall continue, until completion of implementation, to be governed by the provisions of the legislation and the terms or the specific contracts on the basis of which the authorization was granted.

2. The provisions of paragraph 1 above shall not apply to those private investors who expressly request to have their projects which have already been approved subject to the provisions of this Law.

3. The benefits and other facilities already granted under preceding laws shall remain in force throughout the time periods set, which shall be subject to no extension whatsoever.

4. The Investment Projects pending on the date this law comes into force shall be registered under the terms of the regimes provided herein.


Article 50

Repealing Provision

All legislation inconsistent with the provisions of this Law, namely Law No. 14/15, of 11 August 2011, on Private Investment, is hereby repealed.


Article 51

Doubts and Omissions

Any doubts and omissions arising out from the interpretation and implementation of this Law shall be resolved by the National Assembly.


Article 52

Effective Date

This Law shall come into force on the date of its gazetting.

Seen and approved by the National Assembly, in Luanda, on 17 May 2018.

The President of the National Assembly, Fernando da Piedade Dias dos Santos. Promulgated on 13 June 2018.

Be it published.

The President of the Republic, JOÃO MANUEL GONÇALVES LOURENÇO.


Translation courtesy of Miranda Law Firm.