Angola follows the civil law legal system, heavily influenced by Portuguese law. As a civil law country, legislation is the primary source of law. Courts base their judgements on legislation, and there is no binding precedent as understood in common-law systems.

As for the regulatory structure, all companies or individuals that are carrying out a business in Angola must be incorporated and registered before the competent commercial registration office, obtain a licence to operate in the country according to the activity, obtain specific registration, be registered at the Agency for Private Investment and Promotion of Exports of Angola (AIPEX), pay taxes and social security contributions, obtain the mandatory insurance and comply with the laws in Angola.

Law No 10/18 of 26 June (the “Private Investment Law”, as amended by Law No 10 of 21 April) sets out the principles and general basis for private investment in Angola. The Private Investment Law also stipulates the benefits, rights, obligations and safeguards granted to private investors.

Nowadays, prior approval to carry out an investment in Angola is no longer required. However, investors that do not obtain a foreign investment certificate are not granted the rights that are granted to foreign investors, mainly the right to repatriate dividends and obtain tax benefits. Foreign investment certificates are issued by AIPEX, which was created by Presidential Decree No 81/18 of 19 March.

The Private Investment Law covers three investment regimes, namely the prior declaration regime, special regime and contractual regime, which apply in the same way to foreign and national investments.

The prior declaration regime and contractual regime apply to all investment situations except those that arise in priority sectors, which follow the special regime and are implemented in special economic zones. Priority sectors include:

• education, technical professional training, university education, scientific investigation and innovation;
• agriculture, feeding and the agro-industry;
• health units and specialised health services;
• reforestation, forest resources industrial transformation and forestry;
• textiles, clothing and footwear;
• hotels, tourism and leisure;
• construction, public works, telecommunications and information technologies, and airport and port infrastructure;
• electric power production and distribution; and
• basic sanitation and waste collection and treatment.

The contractual regime applies to all investments except those in priority sectors, in which investment amounts exceed USD10 million.

If an investor is a foreign company, it must incorporate a local company or open a branch in Angola.

However, the Private Investment Law provides that a foreign investor can start executing an investment by incorporating a company (or opening a branch) in Angola without first registering with AIPEX. After the incorporation of the company (or the opening of a branch), the investor may approach the agency to register the investment and obtain a private investment certificate, which will entitle the investor to tax and customs benefits.

The Foreign investment Law is not applicable to:

• foreign investments carried out by public companies or where the Angolan state holds 100% or the majority of the share capital; or
• regimes that are governed by specific regulations (the oil and gas, mining, banking and insurance sectors).

According to the Private Investment Law, an investment is considered foreign when the resources of private companies, either national (ie, a company incorporated under Angolan law, namely the Private Investment Act) or foreign, are used for the allocation of capital, technology, knowledge, goods, equipment, etc, with the aim of maintaining or increasing the stock of capital in the country.

Usually, foreign investors that invest in Angola acquire share participations in an existing private company or, if they prefer, incorporate a new company.

As for the acquisition of private companies, the structure of the acquisition is similar to that for all other companies, except the public limited company (sociedade anónima; SA), and is governed by Law No 1/04 of 13 February 13 (the “Angolan Companies Act”). For a limited liability company incorporated as a private limited company (limitada; LDA)/limited liability company (sociedade por quotas), shareholders shall approve the transfer of the shares, and a transfer of deed shall be executed before a public notary. Resolutions must also be approved for SA companies, but there is no deed for the transfer of shares. SA companies usually have shareholders’ agreements, in which some regulations regarding the transfer of shares (shareholders’ preference rights, for example) may be included.

As for the public companies, the M&A procedure is usually carried out through a privatisation process according to Law No 10/19 of 14 May. The privatisation process is always a procedure prior to the M&A transaction, and the Angolan government must define a privatisation programme and the ways in which the privatisation will take place. There are two types of privatisation procedure: public tender and through the stock exchange market.

Angolan regulation on competition requires that merger operations must be notified to the Angolan Competition Authority in the following cases:

• if, via the transaction, one of the parties will obtain or reinforce a share participation of 50% or more in the national market;
• if, via the transaction, one of the parties will obtain or reinforce a share participation of 30% or more, but less than 50% in the national market plus the sales volume of the companies involved in transactions exceeding AOA450 million; and
• if all companies involved in the merger transaction have combined sales of AOA3.5 billion.

If the parties involved in the transaction fulfil one of the criteria listed above, then notification to the Angolan regulator is mandatory.

According to the Tax Benefits Code, approved by Law No 8/22 of 14 April, foreign investors can benefit from the following tax incentives.

• Prior declaration regime:
1. corporate income tax – 20% reduction for a period of two years;
2. capital gains tax – reduction of the tax rate on the distribution of profits and dividends by 25% for a period of two years;
3. property tax – reduction of the tax rate by 50% for the acquisition of real estate intended for the office and establishment of the investment (applied at the time of acquisition); and
4. stamp tax – reduction of the tax rate by half for a period of two years.
• Special regime:
1. corporate income tax by zone – (i) zone A, 20% rate reduction for a period of two years; (ii) zone B, reduction in the rate by 60% for a period of four years, with an increase in depreciation and amortisation rates by 50% for a period of four years; (iii) zone C, reduction in the rate by 80% for a period of eight years and an increase in the depreciation and amortisation rates by 50% for a period of eight years; and (iv) zone D, half of the rate resulting from the application of the rate assigned to zone C for a period of eight years, and an increase in the depreciation and amortisation rates by 50% for a period of eight years;
2. capital gains tax by zone – (i) zone A, reduction in the tax rate on the distribution of profits and dividends by 25% for a period of two years; (ii) zone B, reduction in the tax rate on the distribution of profits and dividends by 60% for a period of four years; (iii) zone C, reduction in the tax rate on the distribution of profits and dividends by 80% for a period of eight years; and (iv) zone D, half of the rate resulting from the application of the rate attributed to zone C for a period of eight years;
3. property tax (for the acquisition of real estate intended for the office and establishment of the investment) – the Code is silent as to the duration of this benefit, which leaves an opportunity for it to be applied whenever there is reason to claim it (ie, whenever there is an acquisition), albeit within the ten-year period according to Article 11 No 1 of the Code – (i) zone A, reduction in the rate by 50%; (ii) zone B, 75% rate reduction; (iii) zone C, 85% rate reduction; and (iv) zone D, half of the rate resulting from the application of the rate assigned to zone C;
4. property tax(for the ownership of real estate intended for the office and the establishment of the investment – (i) zone A, not applicable; (ii) zone B, reduction in the rate by 50% for a period of up to four years; (iii) zone C, 75% rate reduction for a period of eight years; and (iv) zone D, half of the rate resulting from the application of the rate assigned to zone C for a period of eight years.
• Contractual regime:

1. industrial tax, capital gains tax, urban property tax and stamp tax – (i) tax reductions for a period of up to 15 years; (ii) tax credit of up to 50% of the investment value for a period of up to ten years; and (iii) increase in the amortisation and depreciation rates of up to 80%, for a maximum period of ten years, for projects located in development zones B, C and D.

Angola’s employment and labour matters are primarily governed by Law 12/23 of 27 December 2023 (the “General Labor Law”), which establishes the framework for employment relationships, workers’ rights and employer obligations. This law is complemented by other regulations, such as Law 21-C/92 of 28 August 1992 (the “Trade Union Law”), Law 20-A/92 of 14 August 1992 (the “Law on the Right to Collective Bargaining”) and Law 23/91 of 15 June 1991 (the “Strike Law”).

Collective Bargaining and Worker Representation

Collective bargaining is relatively common in Angola, particularly in sectors with active labour unions. The Trade Union Law allows for the establishment of trade unions and mandates employers to recognise and engage with them. Works councils are less prevalent, but trade union representatives play a significant role in advocating for workers’ rights and negotiating collective agreements.

Key Regulations for Foreign Investors

Angolanisation principle

Companies employing more than five workers must ensure that at least 70% of their workforce consists of Angolan nationals. This rule aims to promote local employment and skills development.

Employment contracts

Written contracts are generally optional but are mandatory for fixed-term employment. Specific provisions apply to fixed-term and manpower contracts.

Social protection

Employers must comply with regulations on social security contributions, work accidents and occupational diseases. In Angola, employees’ rights during an acquisition, change-of-control or other type of investment transaction are governed by Law 12/23 of 27 December 2023 (“the General Labor Law”) and related regulations.

Employees’ Rights

Severance pay

Employees affected by redundancies or restructuring may be entitled to severance packages, calculated based on their length of service and salary.

Notice period

Employers must provide advance notice of termination or changes to employment conditions, as stipulated by law.

Continued benefits

Employees are entitled to retain statutory benefits, such as social security contributions and accrued leave, even during transitions.

Mandatory Transfer of Employment

Angola does not have automatic transfer provisions for employment contracts during business transfers. However, employees may transfer to the new employer if agreed upon in the transaction terms. This requires careful negotiation and compliance with labour laws, and is subject to scrutiny from either the Labor General Inspectorate (IGT) or employee unions, as provided by law.

Collective Bargaining and Works Councils

While works councils are not common in Angola, trade unions play a significant role in protecting employees’ rights. Employers must engage with unions during acquisitions or restructuring if collective agreements are in place. This includes negotiating terms and ensuring compliance with union-related obligations.