p.

Law 20/11
of 20 May 2011
Private investment, alongside public investment, continues to be a strategic design
of the State, for the mobilization of human, financial, material and technological
resources, with a view to the Countrys economic and social development, the
increase of the economys competitiveness, the growth of employment supply
and the improvement of the populations living conditions.

Taking into consideration that the approval of Law 11/03, of 13 May 2003 (Law
on the Bases for Private Investment) allowed, in general terms, to achieve the
goals sought by the State with the redefinition which the entire private investment
system was then subject to.

The need has now arisen to introduce such adjustments as the application of the
main legal instruments governing private investment revealed to be required,
with a view to harmonizing the general interests of the State and the economy
with the interests of private investors. In particular, it is necessary to maintain and
strengthen the private investors rights and guarantees, as well as to introduce
clear, simple and swift rules and procedures in the process for approval of private
investments.

On the other hand, the need has also arisen to create a system of incentives,
benefits and facilities for the investors, which specifically addresses the economic
and social impact of the projects on the economy.

By so doing, the attractiveness of the private investment regulatory framework

will not jeopardize the collection of public revenues, which prove critical to the
effective fulfillment of the States social purpose.

Taking also into consideration the need to adapt the new private investment legal
regime to the new Angolan constitutional framework, and the system of fiscal
and customs incentives and benefits to the taxation reform underway.

The National Assembly, acting by mandate of the people and under the combined
provisions of Articles 165.2 and 166.2(d) of the Constitution of the Republic of
Angola, hereby approves this:
PRIVATE
INVESTMENT
LAW
TITLE I
General Provisions
 p. 5

Chapter I
Subject Matter, Definitions and Scope

Article 1
Subject Matter

This law sets forth the general bases for private investment in the Republic of
Angola and defines the principles and regime for access to the incentives and
other facilities to be granted by the State for such investment.

Article 2
Definitions

1. For the purposes of this law, the following terms and expressions shall have
the meanings set opposite to them:

(a) Private investment the use in Angolan territory of capital,

technology and know-how, capital goods and other goods, in
specific economic projects, or the use of funds for the setting
up of new companies, groups of companies or another form
of corporate representation of private companies, both
national and foreign, as well as the acquisition of all or part
of existing companies organized under Angolan law, with a
view to implementing or continuing a given economic activity in
accordance with the relevant corporate purpose, provided that
these investments are capable of qualifying as such pursuant to
Article 3 hereof;

(b) Qualified private investment all investments falling within the

scope of Article 3 hereof;

(c) Private investor any natural or legal person, resident or non-

resident, irrespective of their nationality, who/which makes in
national territory investments aimed at the purposes referred to
in subparagraph (a) above;

(d) National investment the use, by resorting to assets domiciled in

national territory or derived from financing obtained abroad to
be serviced by means of the Countrys Foreign Exchange Fund
of capital, technology and know-how, capital goods and other
goods, in specific economic projects, or the use of said funds
for the setting up of new companies, groups of companies or
another form of corporate representation of private companies,
both national and foreign, as well as the acquisition of all or
part of existing companies organized under Angolan law, with a
view to implementing or continuing a given economic activity in
accordance with the relevant corporate purpose;
 p. 6

(e) National Investor any natural or legal person, resident for

foreign exchange purposes, irrespective of their nationality, who/
which makes investments in the Country with capital domiciled
in Angola or derived from financing obtained abroad, without
the right to transfer dividends or profits abroad. In case the
capital is not domiciled in national territory, a loan agreement
shall be submitted for licensing purposes pursuant to the foreign
exchange laws;

(f) Foreign investment the introduction into or use in Angola, by

resorting to assets domiciled:

(i) In national territory or abroad, by natural or legal

persons, non-resident for foreign exchange purposes,
of capital, technology and know-how, capital goods
and other goods, in specific economic projects, or the
use of said funds for the setting up of new companies,
groups of companies or another form of corporate
representation of private companies, both national and
foreign, as well as the acquisition of all or part of existing
companies organized under Angolan law, with a view
to implementing or continuing a given economic activity
in accordance with the relevant corporate purpose; and

(ii) Abroad, by natural or legal persons, resident for

foreign exchange purposes, of capital, technology and
know-how, capital goods and other goods, in specific
economic projects, or the use of said funds for the setting
up of new companies, groups of companies or another
form of corporate representation of private companies,
both national and foreign, as well as the acquisition
of all or part of existing companies organized under
Angolan law, with a view to implementing or continuing
a given economic activity in accordance with the
relevant corporate purpose;

(iii) For the purposes of subparagraph (f)(ii) above, capital

domiciled abroad and obtained through financing shall
be serviced without resorting to the Countrys Foreign
Exchange Fund;

(g) Foreign investor any natural or legal person, resident or non-

resident for foreign exchange purposes, irrespective of their
nationality, who/which introduces into or uses in national territory,
under subparagraph (f) above, capital domiciled outside Angola,
with the right to transfer profits and dividends abroad;
 p. 7

(h) Foreign reinvestment the application in national territory of all

or part of the profits earned by reason of a foreign investment
and which, pursuant to this law, can be exported; foreign
reinvestment shall comply with the same rules which foreign
investment is subject to;

(i) Indirect investment all national or foreign investments which

separately or cumulatively take the form of loans, shareholder
loans, supplementary capital contributions, patented technology,
technical processes, industrial secrets and models, franchising,
registered trademarks, technical assistance and other forms of
access to the use thereof, either through exclusive franchising
or licensing limited to geographical areas or industrial and/or
commercial sectors;

(j) Direct investment all national and foreign investments taking

any form which does not come within the definition of indirect
investment set out in subparagraph (i) above;

(k) ANIP the National Private Investment Agency or such other

body as may replace ANIP and be set up to deal with private
investment;

(l) CNFI the Facilities and Incentives Negotiation Committee, a

cross-sector intermittent body operating within ANIP, which is
entrusted with the review and appraisal of private investment
proposals and conducts negotiations with the investor on the
incentives and benefits applied for by said investor;

(m) BNA the National Bank of Angola, which exercises the duties
as central bank and as the Countrys ultimate foreign exchange
authority;

(n) Special economic zones the investment zones deemed to be

special, in accordance with criteria defined by the Government.

Article 3
Scope

1. This statute applies to foreign and national investments in a global amount

equal to or higher than one million United States dollars (US$ 1,000,000.00), or
its equivalent in national currency in case the investment is national.

2. The private investment regime herein set forth shall only apply to investment
projects made in national territory.
 p. 8

3. This private investment regime shall not apply to investments made by legal
persons governed by private law whose share capital is held, in 50% or more, by
the State or another legal person governed by public law.

4. Whenever an investment in excess of the amount referred to in paragraph 1

above is made by a legal person, only the members or shareholders who, pro
rata to their shareholdings, demonstrate to have invested a minimum amount of
one million United States dollars (US$ 1,000,000.00) in the relevant investment
project shall be individually granted the status of private investor.

5. For the purposes of the preceding paragraphs, consortia, joint ventures and
other forms of corporate association shall be taken into consideration.

6. The system of incentives and other facilities to be granted by the State to

investors of Angolan nationality within the framework of entrepreneurial
promotion shall be governed by a specific statute.

Article 4
Special Investment Regimes

1. The private investment regimes, as well as the rights, guarantees and incentives
inherent thereto, in the petroleum, diamond and banking industries and such other
business sectors as may be defined by law shall be governed by specific statutes.

2. The entities having statutory powers to authorize the making of the investments
referred to in paragraph 1 above are required to forward to ANIP, within 30 days
of the date of the relevant authorization, information containing the details of
the global value, the investment location, the form, regime, number of new jobs
created, and all other relevant information for the purposes of registration and
centralized statistical control of the investment.

3. ANIP shall issue a registration certificate in a form different from that of the Private
Investment Registration Certificate (CRIP), which is granted to projects approved by ANIP.

4. The provisions of this law, in particular those setting deadlines and defining
penalties, shall apply on a subsidiary basis to all matters not addressed in the
special investment regimes created pursuant to paragraph 1 above.

Chapter II
Principles and Objectives of the Private Investment Policy

Article 5
General Principles

The private investment policy and the granting of incentives and facilities
shall be governed by the following general principles:
 p. 9

(a) Respect for private property;

(b) Respect for the rules governing the free market and the sound
competition between the economic agents;

(c) Respect for free enterprise, except in areas statutorily defined as

reserved for the State;

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

(e) Equal treatment for nationals and foreigners, and protection of

the rights of economic citizenship of nationals;

(f) Promotion of the free and effective movement of goods and

capital, under the law and within the statutory limits;

(g) Respect and full compliance with international agreements and

treaties.

Article 6
Principle of Political Conformity and Legal Compliance

The making of private investments in accordance with this law shall, irrespective
of the form they take, contribute to the progress of the Angolan citizens, the
sustainable economic and social development of the Country, as well as it shall
comply with the principles and objectives of the national economic policy, the
provisions of this law, its ancillary regulations and such other laws as may apply.

Article 7
Responsibility for Defining and Promoting Private Investment

1. The Government shall define and promote the private investment policy, in
particular as regards investments which contribute decisively to the economic and
social development of the Country and the general wellbeing of the population.

2. ANIP is the body responsible for implementing the national policy with
regard to private investments qualified under this law, as well as for promoting,
coordinating, supervising and overseeing private investments.

Article 8
Universal Nature of Private Investment

1. Pursuant to the principle of free economic enterprise, all types of private

investments qualified under Article 3 shall be admissible and may be made
throughout national territory, provided that said investments do not contravene
the laws and formal procedures in force.
 p.10

2. The provisions of paragraph 1 above shall be without prejudice to the States

prerogative, in its capacity as the entity responsible for defining and promoting the
private investment policy, to favor certain types of investment, including without
limitation, in keeping with the industries in question or the special economic
zones in which said investments are made.

Chapter III
Investment Operations

Article 9
Types of Private Investment

Private investment may take the form of national or foreign investment.

Article 10
National Investment Operations

Pursuant to and for the purposes of this law, the following operations and
contracts, amongst others, qualify as national investment operations:

(a) The use of national currency or of another freely convertible

currency domiciled 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 holding of equity interests in the share capital of companies

and enterprises organized under Angolan law and domiciled in
national territory;

(f) The investment of financial resources resulting from loans,

including those obtained abroad, which are subject to prior
licensing pursuant to the foreign exchange laws in force;

(g) The incorporation of new companies wholly owned by the

private investor;

(h) The expansion of companies or other forms of corporate

representation of companies;

(i) The acquisition of all or part of existing companies or groups of

companies;
 p.11

(j) The subscription or acquisition of an equity interest in the share

capital of new or existing companies or groups of companies,
in whatever form;

(k) The execution and amendment of consortium agreements,

unincorporated joint venture (associao em participao)
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 provided for in the commercial laws
in force;

(l) The total or partial takeover of commercial and industrial

establishments, by means of the acquisition of assets or of
assignments of business operation;

(m) The total or partial takeover of agricultural companies, by

means of leases or any agreements entailing the exercise of
land possession, use, exploitation and operation rights by the
investor;

(n) The operation of real estate developments, for tourism or other

purposes, in whatever legal form;

(o) The provision of supplementary capital contributions,

shareholder advances and, in general, loans associated with
profit sharing;

(p) The acquisition of immoveable property located in national

territory, when such acquisition is part of private investment
projects;

(q) The assignment, in specific cases and as agreed and

approved by the relevant authorities, of rights for the use of
land, patented technologies and registered trademarks, the
compensation for which is limited to the payment of profits
resulting from the activities in which said technologies or
trademarks were applied;

(r) The assignment of the benefit of rights over a concession,

and licenses and rights of an economic, commercial or
technological nature.
 p.12

Article 11
Forms of National Investment

Private national investment operations may take, separately or cumulatively, one

or more of the following forms:

(a) Allocation of own funds;

(b) Investment in Angola of funds existing in bank accounts

domiciled in Angola and held by foreign exchange residents,
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 in undertakings;

(e) Capitalization of technology and know-how, provided that these

represent a gain for the undertaking and their monetary value
can be appraised.

Article 12
Foreign Investment Operations

1. Pursuant to and for the purposes of this law, the following operations
and contracts, amongst others, made and executed without resorting to
the Countrys foreign exchange reserves 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 undertaking and their monetary
value can be appraised;

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

fixed assets;

(d) The holding of equity interests in the share capital of companies

and enterprises organized under Angolan law and domiciled in
national territory;

(e) The setting up and expansion of branch offices or other forms of

corporate representation of foreign companies;
 p.13

(f) The incorporation of new companies wholly owned by the

foreign investor;

(g) The acquisition of all or part of existing companies or groups

of companies, and the subscription or acquisition of an equity
interest in the share capital of new or existing companies or
groups of companies, in whatever form;

(h) The execution and amendment of consortium agreements,

unincorporated joint venture (associao em participao)
agreements, joint venture agreements, contracts for the
association of a third party with equity interests or capital
shareholdings, and any other form of association agreement
permitted in international trade, although not provided for in the
commercial laws in force;

(i) The total or partial takeover of commercial and industrial

establishments, by means of the acquisition of assets or of
assignments of business operation;

(j) The total or partial takeover of agricultural companies, by means

of leases or any agreements entailing the exercise of possession
and operation rights by the investor;

(k) The operation of real estate developments, for tourism or other

purposes, in whatever legal form;

(l) The provision of supplementary capital contributions,

shareholder advances and, in general, loans associated with
profit sharing;

(m) The acquisition of immoveable property located in national territory,

when such acquisition is part of private investment projects.

2. Operations which consist of the temporary freighting of automobiles, vessels,

aircraft or other resources which may be rented, leased or used on any other
temporary basis in national territory, for consideration, shall not qualify as
foreign investment.

3. Notwithstanding the provisions of paragraph 2 above, the operations

referred to therein may qualify as foreign investment, provided that the
Government, 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.
 p.14

Article 13
Forms of Foreign Investment

1. Foreign investment operations may take, separately or cumulatively, one or

more of the following forms:

(a) Transfer of funds from abroad;

(b) Investment of foreign currency funds existing in bank accounts

domiciled in Angola and held by non-residents for foreign
exchange purposes, and which may be re-exported pursuant to
the applicable foreign exchange laws;

(c) Investment of funds in national territory within the scope of

foreign reinvestment;

(d) Importation of machinery, equipment, accessories and other

tangible fixed assets;

(e) Capitalization of technology and know-how.

2. The investment operations described in subparagraphs 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 the paying-up of the
share capital.

Chapter IV
General Guarantees, Rights and Duties of the Private Investor

Section I
General Provisions

Article 14
Private Investment Status

Companies and enterprises incorporated in Angola for the purposes of obtaining

facilities and incentives for private investment, although incorporated with capital
from abroad, shall qualify for all legal purposes as companies and enterprises
organized under Angolan law, and shall be subject to general Angolan law, save
as otherwise provided for herein or in specific laws.

Article 15
Equality of Treatment

1. Under the Constitution and the principles forming the legal, political and
economic order of the Country, the Angolan State shall guarantee, irrespective
 p.15

of the origin of the capital, fair, non-discriminatory and equitable treatment to

companies and enterprises incorporated and to their respective assets, assuring
them protection, security and access to legal resources and the judicial system,
and not hindering their management, maintenance and operation.

2. Foreign investors are guaranteed the rights deriving from the ownership of
the resources they invest, namely the right to freely dispose thereof, on the same
terms as national investors.

Section II
Standard Guarantees

Article 16
Protection of Rights

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.

2. Both national and foreign private investors are entitled to report directly to the
Public Prosecutors Office, under the Public Probity Law, any irregularities, illegalities
and acts of improbity in general which directly or indirectly jeopardize the private
investors economic interests, even pending approval of their investment process.

3. In the event of the assets the subject of private investment being expropriated
or requisitioned for compelling and duly justified reasons of public interest
pursuant to the law, the State guarantees the payment of a fair, prompt and
effective compensation, of an amount to be determined in accordance with the
applicable terms of the law.

4. The State guarantees to the companies and enterprises incorporated for the
purposes of private investment protection and respect for professional, banking
and trade secrets, pursuant to the law.

5. The rights granted to private investments under this law shall be guaranteed
without prejudice to such other rights as derive from agreements and conventions
to which the Angolan State is party.

Article 17
Other Guarantees

1. Intellectual property rights and rights over all intellectual creations are hereby
guaranteed under the laws in force.

2. Such rights as may be acquired in terms of possession, use and operation,

under an appropriate title, of land, as well as other domain resources, are hereby
guaranteed under the laws in force.
 p.16

3. The non interference from public authorities in the management of private

enterprises is hereby guaranteed, except in such cases as are expressly provided
for in the law.

4. The State hereby guarantees that licenses shall not be cancelled without the
relevant judicial or administrative procedures.

5. The right to import goods directly from abroad and to export autonomously
products produced by private investors is hereby guaranteed, without prejudice
to the applicable rules on protection of the domestic market.

Section III
Repatriation of Capital and Access to Other Facilities

Article 18
Transfer of Profits and Dividends

1. Once a private foreign investment project has been implemented, and on

presentation of proof that such investment has been made in accordance with
the rules established herein, in particular in Articles 19 and 20 hereof, and in the
conditions defined in the relevant authorization from BNA under the applicable
foreign exchange laws, the right to transfer the following abroad is hereby
guaranteed:

(a) Dividends or profits distributed, upon due verification and

certification of the relevant receipts for the payment of the
taxes due, in view of the amount of capital invested and the
correspondence thereof with the respective holdings in the share
capital of the company or enterprise;

(b) The proceeds resulting from liquidation of investments, including

capital gains, upon payment of the taxes due;

(c) Any sums which may be due, upon deduction of the relevant
taxes, as provided for in operations or contracts which qualify as
private investment under this law;

(d) The proceeds of indemnities under Articles 16.3 of this law;

(e) Royalties or other earnings resulting from payments of indirect

investments, associated with the transfer of technology.

2. The repatriation of profits and dividends under paragraph 1(a) above shall
be objectively proportional and graduated within the limits of Article 20, notably
in keeping with the amount invested, the duration of the granting and the scope
of the fiscal and customs incentives and benefits, the duration of the investment,
 p.17

the profits effectively earned, the investments socio-economic impact and its
influence in reducing regional asymmetries, and the impact of the repatriation of
profits and dividends in the Countrys balance of payments.

3. The terms for the percentage proportion and graduation of the repatriation
of profits and dividends under paragraph 2 above shall be considered and
negotiated on a case-by-case basis, in keeping with objective data which shall
mandatorily be defined in the investment contract to be entered into.

4. The effective transfer of profits and dividends shall be dependent, with due
adaptations, upon the demonstrated compliance with the requirement set forth
in Article 26.4.

Article 19
Minimum Investment Amount for Repatriation of Capital

The proportional repatriation of capital generated in the form of profits, dividends

and the like is permitted under Article 18 from the foreign investment operations,
provided that the minimum amount of such an investment is, per investor, one
million United States dollars (US$ 1,000,000.00).

Article 20
Criteria for Graduation of the Right to Repatriate Profits and Dividends

1. Taking into consideration the provisions of Article 35 on the Development

Zones, the percentage graduation of the right to repatriate profits and dividends
shall be calculated as follows:

(a) In foreign investment projects implemented in Zone A and the

amount of which is lower than ten million United States dollars
(US$ 10,000,000.00), profits, dividends and the like may only
be repatriated under Article 18.1 three (3) years after their
effective implementation;

(b) In foreign investment projects implemented in Zone A and the

amount of which is equal to or higher than ten million United
States dollars (US$ 10,000,000.00) but lower than fifty million
United States dollars (US$ 50,000,000.00), profits, dividends
and the like may only be repatriated under Article 18.1 two (2)
years after their effective implementation;

(c) In foreign investment projects implemented in Zone B and the

amount of which is lower than five million United States dollars
(US$ 5,000,000.00), profits, dividends and the like may only be
repatriated under Article 18.1 two (2) years after their effective
implementation.
 p.18

2. The provisions of paragraphs 1(a), 1(b) and 1(c) above shall not apply in the
cases provided for in Article 29.1(a).

Article 21
Economic Requirements for Access to Other Facilities

Investment operations which meet the following economic interest requirements

shall be permitted access to incentives and facilities:

(a) Investment operations in the following economic sectors:

(i) Agriculture and livestock farming;

(ii) Manufacturing industry, namely the manufacture of

packaging, production of machinery, equipment,
tools and accessories, recycling of ferrous and non-
ferrous materials, manufacture of textiles, clothing and
footwear, manufacture of wood and related by-products,
production of foodstuffs, construction materials and
information technology;

(iii) Rail, road, harbor and airport infrastructures;

(iv) Telecommunications and information technology;

(v) Fisheries and related by-products, including construction

of vessels and manufacture of nets;

(vi) Energy and water;

(vii) Social housing;

(viii) Health and education;

(ix) Hospitality and tourism.

(b) Investment operations in development clusters and other special

economic zones for investment, approved in accordance with
the criteria and priorities defined by the Government.

(c) Investment operations in free trade zones to be created by the

Government, in accordance with a specific law on the matter.
 p.19

Article 22
Recourse to Credit

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

2. The proceeds resulting from credit within Angola extended to a legal

person which is not itself a member or shareholder in the investment project
shall only be accepted as capital to be applied in the projects upon their
implementation in full and without generating profits and dividends capable
of being repatriated.

Section IV
Duties

Article 23
General Duties of Private Investors

Private investors are required to abide by this law and the laws and regulations
in force in the Republic of Angola, as well as by contractual undertakings, being
subject to the penalties defined therein.

Article 24
Specific Duties of Private Investors

In particular, private investors shall:

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

(b) Promote the training and engagement of Angolan workers and

the gradual Angolanization of directors and other managers,
without any type of discrimination;

(c) Not commit any acts or omissions qualifying as discrimination

on grounds of race, gender or physical disability, and shall
not promote exclusion factors between national and foreign
employees by reason of salary or social standing, and shall
grant to the Angolan employees occupational positions, salaries
and social benefits equal to those granted to their foreign fellow
workers of the same academic level or grade and technical and
professional qualifications;

(d) Pay the taxes and all other due contributions, without prejudice
to such fiscal benefits as they may be entitled to;
 p.20

(e) Create funds and reserves and make provisions in accordance

with the laws in force;

(f) Apply the accounting plan and the accounting rules provided
for in the law;

(g) Comply with the rules relating to environmental protection,

pursuant to Law 5/98, of 19 June 1998 (General Environmental
Law) and the other applicable laws;

(h) Comply with the rules relating to the employees health, safety
and hygiene at work for the prevention of occupational illnesses,
accidents at work and other contingencies provided for in social
security laws;

(i) Take out and maintain updated insurance against accidents at

work and occupational illnesses suffered by their employees,
as well as third party liability insurance and insurance against
environmental damage.
TITLE II
Fiscal and Customs Benefits and
Foreign Exchange Regime
 p.22

Chapter I
Fiscal and Customs Benefits

Section I
General Rules

Article 25
General Principle

The legal or natural persons covered by this law are required to comply with the
fiscal laws in force, and may enjoy the fiscal benefits set forth and shall be subject
to the same penalties.

Article 26
Concept and Accounting Nature of the Incentives

1. Fiscal benefits are such measures as imply a reduction or exemption of the

amount to be paid in connection with the taxes in force, with a view to promoting
the development of factors at a macroeconomic scale for the Country, as well as
to favoring activities of recognized public, social or cultural interest.

2. Fiscal and customs benefits or incentives include, without limitation: deductions

to the taxable income, itemized deductions, accelerated amortizations and
depreciations, tax credit, exemption and reduction of rates of taxes, contributions
and importation duties, deferred payment of taxes and other measures of an
exceptional nature which benefit the taxpayer making the investment.

3. For the purposes of this law, fiscal benefits are deemed fiscal expenses, and
in order to determine them and ensuring their statistical control an appropriate
statement of the benefits enjoyed in each fiscal year shall be required.

4. To have access to the fiscal and customs incentives and benefits regime,
every investor must have their accounts duly organized and certified by an
external auditor.

5. Without prejudice to the provisions of this law, the accounting treatment of

the fiscal and customs incentives and benefits shall be the subject of specific
regulations.

Article 27
Criteria and Objectives for Granting Incentives

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

(a) Stimulate economic growth;

 p.23

(b) Promote the economic, social and cultural wellbeing of the

populations, in particular of young people, senior citizens,
women and children;

(c) Promote the more disadvantaged regions, specially in the

interior of the Country;

(d) Increase the national production capacity, by means of the use

of local raw materials, and increasing the added value of the
goods produced in the Country;

(e) Create partnerships between national and foreign individuals

and organizations;

(f) Favor the creation of new jobs for Angolan workers and increase
the skill level of the Angolan workforce;

(g) Obtain the transfer of technology and increase production efficiency;

(h) Increase exports and reduce imports;

(i) Increase foreign exchange holdings and improve the balance

of payments;

(j) Promote effective supply of the domestic market;

(k) Promote technological development, corporate efficiency and

product quality;

(l) Rehabilitate, expand or modernize the infrastructures intended

for economic activities.

Article 28
Exceptional Nature of the Incentives and Benefits

1. The private investments to be made under this law may enjoy fiscal and
customs incentives and benefits, pursuant to specific laws on the matter.

2. The fiscal incentives and benefits are of an exceptional nature, are not granted
automatically or indiscriminately, nor are they unlimited in time.

3. The goods imported in connection with duly approved private investment

projects in an amount equal to or higher than one million United States dollars
(US$ 1,000,000.00) and lower than fifty million United States dollars (US$
50,000,000.00) shall be subject to the taxation regime set forth in the Customs
Tariff Schedule of Import and Export Duties.
 p.24

4. In considering the proportion and graduation of the fiscal and customs

incentives and benefits to be granted, the criteria listed in Article 18.2 shall be
followed in addition to the objective consideration of the type of investment and
the integration thereof in the Countrys economic development strategy, the
existence of direct and indirect gains, the complexity of the investment and the
estimated period for return on capital.

5. The specific statutes governing each type of tax shall set forth and detail the
percentage of tax rate reduction within the scope of fiscal benefits.

Article 29
Contractual Granting of Incentives

1. Fiscal incentives and benefits may be granted on an extraordinary basis as

a result of negotiations, within the scope of the exclusive contractual regime for
private investment, notably in the cases referred to in Article 60.3 or in case both
the requirement set forth in subparagraph (a) and one of the following conditions
are cumulatively met:

(a) The investment is declared to be highly relevant for the strategic

development of the national economy, taking into consideration
the business sector in question, the location and value of the
investment and the reduction of regional asymmetries;

(b) The investment is capable of inducing the creation or

maintenance of at least 500 direct jobs for national citizens;

(c) The investment is capable of contributing at a large scale,

in a quantified and certified manner, to the advancement of
technological innovation and scientific research in the Country;

(d) The annual exportations directly resulting from the investment

are in excess of fifty million United States dollars (US$
50,000,000.00).

2. Powers to issue the declaration referred to in subparagraph 1(a) above and

to opt for the regime of contractual granting of incentives lie with the Head of
Government.

Article 30
Management of the Incentives System

1. The fiscal and customs incentives and benefits system shall be managed by the
Government, acting through the ministerial department responsible for Finance.

2. Within the scope of the delegation of powers by the Head of Government, the
 p.25

Minister of Finance shall be responsible for issuing the final decision in terms of
fiscal and customs incentives and benefits, without prejudice to ANIPs general
powers of receiving, conducting, appraising, negotiating, approving, monitoring
and inspecting private investment processes.

3. ANIP, as well as the representatives of the ministerial department or public

regulatory authority responsible for the business sector to which the investment
relates, may propose incentives and benefits provided that these are within the
statutory parameters.

4. The incentives approved for a given investment project shall only become
effective as from commencement of the projects implementation, and may be
suspended by the ministerial department responsible for Finance, in its capacity
as managing authority of the incentives system, in case the deadlines and the
financing or implementation schedule applicable to the project are not observed.

5. In case of a private foreign investment, the suspension referred to in

paragraph 4 above shall also be decreed whenever the capital importation
schedule is not observed.

Article 31
Extinguishment of Fiscal and Customs Incentives

1. Subject to the provisions of any specific laws, the fiscal and customs incentives
shall be extinguished:

(a) On expiry of the period for which they have been granted,
when temporary;

(b) When the conditions, if any, for their termination are met;

(c) By revocation, in the event of default, for reasons attributable

to the taxpayer, on their legal or contractual duties.

2. When fiscal and customs incentives are extinguished, the general taxation regime
shall be automatically reinstated.

3. When fiscal incentives and benefits relate to the acquisition of goods for investment
operations, the granting of such benefits shall be null and void if such goods are
disposed of or put to another use without the prior authorization from ANIP, without
prejudice to any other penalties or consequences applicable under the law.

Article 32
Transfer of Fiscal and Customs Incentives

The right to the incentives may be transferred as provided for in Article 81 with
 p.26

the prior authorization from the Minister of Finance, who shall first consult ANIP,
provided that the preconditions necessary for the granting of the incentives and
the duties deriving from the investment project are maintained; the proponent
shall be notified within 8 days of receipt of the application.

Article 33
Limits to the Levying of Penalties

Save as provided for in Article 87.3, penalties preventing, suspending or

extinguishing fiscal and customs incentives shall only be levied on grounds of a
tax infringement relating with the benefits granted.

Section II
Fiscal Incentives and Benefits

Article 34
Scope of Application

This section exclusively governs the granting of fiscal incentives within the
framework of private investment, notably as regards the graduation criteria, the
type, duration and limits of the incentives, and also the procedures to be adopted.

Article 35
Development Areas

For the purposes of granting fiscal incentives to investment operations, the

Country is divided into the following development zones:

Zone A Province of Luanda and the municipalities of the provincial capitals

of Benguela, Cabinda, Hula and the municipality of Lobito.

Zone B Other municipalities of the Provinces of Benguela, Cabinda and

Hula, and the Provinces of Bengo, Kwanza Norte, Kwanza Sul,
Malange, Namibe and Uge.

Zone C Provinces of Bi, Cunene, Huambo, Kuando-Kubango, Lunda Norte,

Lunda Sul, Moxico and Zaire.

Article 36
Special Economic Zone

The incentives for investments to be made in special economic zones shall be

defined in a specific statute.
 p.27

Article 37
Requirements

Private investors who wish to benefit from fiscal incentives pursuant to this law
shall meet all the following requirements:

(a) They shall be legally and fiscally qualified to carry out their business;

(b) They shall have no outstanding debts to the State or to the Social
Security System, and shall not be in arrears on loans from the
financial system;

(c) They shall have organized accounts, adequate in respect of the

requirements for assessment and monitoring of the investment
project as provided for in Article 26.3.

Article 38
Industrial Tax

1. The profits deriving from private investments may be exempt from, or

benefit from a reduction of the rate of, Industrial Tax when the investments
are made:

(a) In Zone A, for a period of 1 to 5 years;

(b) In Zone B, for a period of 1 to 8 years;

(c) In Zone C, for a period of 1 to 10 years.

2. In Zone C, subcontractors engaged for implementation of the investment

project shall likewise be exempt from, or benefit from a reduction of the rate of,
Industrial Tax on the price of the service contract.

3. The exemption or reduction period shall be counted as from commencement

of work of at least 90% of the anticipated workforce in connection with the
implementation of the investment project, without prejudice to the provisions of
specific laws on the matter of hiring expatriate personnel.

4. The percentage rate of tax can not be reduced by more than 50%.

Article 39
Graduation of the Incentives Duration

In setting the incentives duration, the foreseeable social and economic impact
of the project shall be reviewed taking into consideration, amongst others, the
following factors:
 p.28

(a) Net foreign exchange balance;

(b) Number of objectives, from amongst those provided for in this

law, which the investor proposes to achieve;

(c) Number of jobs to be created for, and type of training to be

given to, Angolan employees;

(d) Investment value;

(e) Volume of the goods to be produced or services to be rendered;

(f) Type of technology to be used;

(g) Firm commitment of reinvestment of profits;

(h) Creation of production strings.

Article 40
Investment Income Tax

1. Companies undertaking investment operations covered by this law shall

be exempt from, or benefit from a reduction of the rate of, Investment Income
Tax on the profits distributed to shareholders, for the period set forth in
paragraph 2 below.

2. The exemption set forth in paragraph 1 above shall be granted:

(a) For a period of up to 3 years, in the case of investments made

in Zone A;

(b) For a period of up to 6 years, in the case of investments made

in Zone B;

(c) For a period of up to 9 years, in the case of investments made

in Zone C.

Article 41
Property Conveyance Tax

Companies undertaking investment operations covered by this law shall be

exempt from, or benefit from a reduction of the rate of, Property Conveyance
Tax on the acquisition of land and buildings to be allocated to the project, and
shall to that effect apply to the relevant Tax Office for such exemption or benefit.
 p.29

Article 42
Criterion for Application of Maximum Limits

1. In Zone A the maximum exemption limit may only be granted to investments in

an amount higher than fifty million United States dollars (US$ 50,000,000.00),
or which create at least 500 new direct jobs for national citizens.

2. In Zones B and C the maximum exemption limit may only be granted to

investments in an amount higher than twenty million United States dollars
(US$ 20,000,000.00), or which create at least 500 new direct jobs for
national citizens.

3. The maximum exemption limit may also be granted to investment projects

in any of the zones, provided that at least two of the mandatory cumulative
requirements set forth in Article 29 are met.

Article 43
Useful Life of Equipment

1. The duration of the exemption or of any other benefit may not be longer
than the useful life of the equipment imported to be allocated to the investment
project.

2. Taking into consideration the provisions of paragraph 1 above, pending

implementation of the investment project, the net book value of the imported
equipment may not be equal to zero.

Article 44
Resumption of the Obligation to Pay Taxes

1. Without prejudice to a possible consideration by the relevant authority on

a case-by-case basis, upon expiry of the exemption or general incentive time
period the taxes due in connection with the investment project shall be paid, even
in case the investor submits a request for increase of the investment.

2. For the purposes of paragraph 1 above, the relevant authority for approval
may, upon a prior opinion of the ministerial department responsible for Finance,
establish a percentage reduction of the tax rate for projects aimed only at
improving the quality of others, by means of new capital contributions or the
provision of other equipment.

Article 45
Tax Obligations

1. Fiscal and customs incentives do not relieve the private investors from their
obligation to enroll in the General Taxpayers Registry, from complying with the
 p.30

other statutory obligations and formalities imposed by the tax authorities, nor
from the case-by-case verification of the incentive granted to them.

2. The right to any of the statutory fiscal incentives provided for in this law shall
be exercised at the time set for compliance with the tax obligations, by means of
the demonstration and verification of the preconditions set forth for the relevant
incentive.

3. Taxpayers who benefit from fiscal incentives set forth in this law shall disclose
such a benefit on their official documents.

Article 46
Recognition of Fiscal Incentives

The granting of fiscal incentives results from the case-by-case analysis of the
projects, and shall be limited to the terms of this law.

Article 47
Forwarding of processes

Copies of all incentives processes approved by the Ministry of Finance shall be

forwarded to ANIP through the National Directorate of Taxes and the National
Customs Service.

Article 48
Inspection

Without prejudice to the provisions of Article 72, the natural or legal persons
to whom/which fiscal and customs incentives are granted pursuant to this
law shall be subject to inspection by ANIP and by the ministerial department
responsible for Finance, in order to verify compliance with the requirements
upon which the granting of incentives is dependent and with the duties imposed
on the taxpayers benefiting from the same.

Chapter II
Foreign Exchange Regime

Article 49
Foreign Exchange Regime

1. The foreign exchange operations associated with the operations referred to

in Articles 10 and 12 of this law shall be subject to the rules established in the
foreign exchange laws.

2. The following rules are hereby set forth for private investment operations:
 p.31

(a) Private investors shall negotiate solely with duly authorized

financial institutions;

(b) Private investors, either natural or legal persons and provided

that they do not act in the individual capacity as member or
shareholder, may acquire foreign currency, either to be brought
into the Country or for transfers abroad, under the terms of this
law and the applicable foreign exchange laws.

3. The financial institutions legally authorized to trade in foreign exchange and

private investors who, pursuant to paragraph 2 above, resort to such institutions
shall be jointly and severally liable for the regular and smooth conduct of the
transactions in which they take part under this law, without prejudice to the
provisions on inspection set forth in Law 12/10, of 9 July 2010, on the Combat
Against Money Laundering and Terrorist Financing.

4. The Government shall regulate the forms of supervising and controlling the
activities set forth in paragraph 3 above.

5. Individuals or organizations who/which promote irregular remittances of

foreign currency abroad, in breach of the rules established for private investment,
shall repatriate to Angola the foreign currency irregularly transferred, plus a fine
calculated in accordance with the Foreign Exchange Law and ancillary regulations,
without prejudice to such other penalties as may be set forth or apply.

Article 50
Suspension of Remittances Abroad

Transfers abroad guaranteed under this law may be suspended by the Head of
Government whenever they are of such a value as may cause serious disruptions
to the balance of payments, in which case the Governor of the National Bank
of Angola may determine, as an exceptional measure, that such transfers be
phased over a period of time to be negotiated by mutual agreement, as provided
for in the foreign exchange laws in force.
TITLE III
Procedural Rules on Investment
 p.33

Chapter I
Exclusive Contractual Regime for Investment

Article 51
Contractual Regime

1. The sole procedural regime for implementing a private investment project

under this law is the contractual regime.

2. Although there may be different levels of approval, the contractual regime is

characterized for necessarily requiring a negotiation between the candidate investor
and the relevant Governmental authorities on the specific terms of the investment,
which negotiation may also cover the incentives and benefits sought within the
scope of an investment contract, without prejudice to the objective factors aimed
at considering the regularity, merits, relevance and convenience of the investment
project.

3. The discretionary powers of the relevant Governmental authorities referred to

in paragraph 2 above shall be without prejudice to the private investors right to
challenge and appeal against the decisions made by the relevant Governmental
body which are detrimental to them, under the general terms of the administrative
procedure.

Article 52
Scope of the Contractual Regime

All private investment projects are subject to the contractual regime, which is the
sole procedural regime.

Article 53
Nature and Structure of the Investment Contract

1. The investment contract is an administrative contract entered into between the

State, represented by ANIP, and the private investor.

2. The private investment contract sets out the rights and duties of the parties,
and shall contain, amongst other provisions, the following essential information:

(a) Identification of the parties;

(b) Administrative nature and subject matter of the contract;

(c) Duration of the contract;

(d) Definition and quantification of the objectives to be undertaken

by the private investor for the duration of the contract;
 p.34

(e) Definition of the conditions for operation, management,

association and the time periods of the undertakings provided
in the private investment contract;

(f) Definition and quantification of the facilities, fiscal benefits and

other incentives to be granted and guaranteed by the State to the
private investor, in return for precise and prompt achievement of
the objectives established;

(g) Location of the investment and the legal regime of the investors assets;

(h) Procedures for monitoring by ANIP of the investment activities

over the contract period;

(i) Form of dispute resolution, with a detailed indication of the

venue and arbitral proceedings in case this extrajudicial form of
dispute resolution is chosen;

(j) General yet duly grounded definition, in an appendix, of the

foreseen economic, social and environmental impact of the
project, whenever applicable.

3. The investment contract is executed in the form of a private document, in as

many counterparts as the contracting parties, with a duly initialed and signed
original being at all times filed at ANIP offices.

4. Private investment contracts may provide that disputes as to their interpretation

and implementation may be resolved by arbitration.

5. In the cases referred to in paragraph 4 above, the arbitral proceedings

shall take place in Angola and the law applicable to the contract and to the
proceedings shall be Angolan law.

Chapter II
Stages and Contingencies of the Process

Article 54
Submission of Proposal

1. The private investment proposal shall be submitted to ANIP as complete as

possible to allow for a thorough analysis and the making of an effective decision
on the investment project.

2. The proposal shall mandatorily be submitted together with the documents

required for the identification and the legal, economic, financial and technical
characterization of the investor and the planned investment, in particular by
 p.35

means of the relevant feasibility study, as well as for assessing the relevance of
the application for access to facilities, incentives and benefits requested by the
investor, and also an implementation schedule and an environmental impact
assessment study in connection with the investment project.

3. The relevant authority for approval may issue instructions to ANIP, requesting
from time to time that other documents be added to the investment process in
keeping with the project under review.

4. ANIP may adopt electronic, computer and web-based virtual interface

mechanisms for the purposes of receiving the investment proposals, data
gathering and processing, as well as the subsequent communication with the
investor and monitoring of the investment.

Article 55
Suspension of the Process and Withdrawal

1. The investor may suspend the investment process with ANIP within 180 days,
provided they do so before the decision on the relevant investment project by the
relevant authority for approval is scheduled.

2. Upon suspension as provided for in paragraph 1 above, the process may be

resumed at the request of the investor, and ANIP shall have an additional 30
days to schedule the review of the relevant investment project by the relevant
authority for approval.

3. The investor may withdraw their investment project at any time, provided that
they offer due grounds therefor and do so before the execution of the investment
contract, at which time the contractual liabilities are assumed in full as provided
for in Article 406 of the Civil Code.

4. The willful, bad faith or unsubstantiated withdrawal, as verified by ANIP in

a specific investigation, shall cause the purported investor to be included in an
ANIPs database listing individuals and organizations prevented from resorting
to the private investment regime set forth in the law and from enjoying the fiscal
and customs incentives and benefits system for a period of up to 10 years.

5. The investor may appeal against the decision made under paragraph 4 above,
in accordance with applicable administrative procedure laws.

Article 56
Correction of Proposals

1. In case the proposals submitted are defective or insufficient, ANIP shall invite
the proponent to remedy the relevant deficiency or insufficiency within 15 days.
 p.36

2. In the event that the proponent does not correct his proposal within the time
period set to that effect, ANIP shall issue an express decision whereby it rejects
the investment application on a preliminary basis.

Article 57
Review of Proposal

1. Once the proposal has been admitted, ANIP shall have a maximum period of
45 days to review and negotiate the proposal, and to forward the terms of the
proposed investment for approval, without prejudice to Article 60.3.

2. For the purposes of paragraph 1 above, the proposal shall only be deemed
accepted upon the formal recognition by ANIP that the process contains all the
requirements deemed relevant for the review thereof, without prejudice to the
possible request for such additional information as is deemed required.

3. Once the proposal has been admitted, and within the maximum time period set
forth in paragraph 1 above, the Facilities and Incentives Negotiation Committee
(CNFI) shall have a period of 30 days to review and appraise the investment
proposal, both in general and specific terms, and to initiate the relevant negotiations
with the investor on the incentives and benefits applied for by them.

4. Upon expiry of the time period referred to in paragraph 3 above, plus a

10-days extension, CNFI shall issue a final opinion on the investment project
which shall already take into consideration such amendments as may result from
the negotiations, and shall, if required, liaise with other bodies of the Public
Administration or other institutions in order for an opinion complementary to
CNFIs to be issued.

Article 58
Institution and Composition of CNFI

1. ANIP may simultaneously institute several facilities and incentives negotiation

committees to address demand in terms of different private investment proposals.

2. In addition to ANIPs relevant internal bodies, the facilities and incentives

negotiation committees shall mandatorily comprise representatives from the
National Directorate of Taxes and the National Customs Service, from BNAs
Foreign Exchange Control Department, as well as a representative from the
ministerial department or body having supervisory powers over the business
sector to which the investment proposal relates.

3. CNFIs positions and opinion shall result from a consensus amongst its
members and, in the absence of such a consensus, a simple majority vote; ANIPs
representative shall have the casting vote in the event of a tie, and the members
are prevented from abstaining.
 p.37

4. The proceedings of the CNFIs are set forth in ANIPs internal regulations,
which shall be submitted for review by the supervising body as provided for in its
Organic Statute.

Article 59
Forwarding of the Process

1. Upon conclusion of the negotiations with the investor, ANIP shall have a period
of 5 days, within the time period set forth in Article 57.1, to forward to the relevant
authority for approval CNFIs opinion containing the legal, technical, financial
and economic review of the investment project, together with the implementation
schedule and also the description of the application for facilities and incentives
submitted by the investor, and the draft private investment contract, for the
relevant authority for approval to make a decision thereon.

2. In the event that the negotiations are inconclusive, ANIP may extend the time
period set forth in Article 57.1 for another 45 days and, should the deadlock
subsist, ANIP shall issue a final decision of rejection and dismissal of the
investment proposal.

Article 60
Powers, Form and Time Period for Approval

1. For investment projects in an amount of up to ten million United States dollars

(US$ 10,000,000.00), powers to issue the final decision, taking into consideration
the binding opinion of the Minister of Finance on the fiscal incentives and benefits
to be granted, shall lie with ANIPs Board of Directors, acting in the form of
a resolution; ANIPs Board of Directors shall immediately notify the Head of
Government of the approval of the investment project in question.

2. For investment projects in an amount in excess of ten million United States

dollars (US$ 10,000,000.00), powers to issue the final decision shall lie with
the Head of Government, upon review by the Council of Ministers, including the
approval of the contract and the incentives and benefits to be granted.

3. Without prejudice to ANIPs standard responsibility for preparing the process

file, for investment projects in an amount in excess of fifty million United States
dollars (US$ 50,000,000.00), the Head of Government may institute and define
the composition of an ad hoc Facilities and Incentives Negotiation Committee
entrusted with negotiating with the investor and preparing the final decision.

4. The time period for approval shall be 15 days in the case of investment projects
referred to in paragraph 1 above, and 30 days in the case of investment projects
referred to in paragraph 2 above, in both cases as from receipt of the process
file as provided for in Article 59.
 p.38

Article 61
Approval of Investment Proposal

1. In case the relevant authority decides to approve the investment proposal,

the draft shall be returned to ANIP for signature of the contract, registration
and issuance of the respective Private Investment Registration Certificate (CRIP),
upon which the private investment operations shall commence and the private
investment contract shall be published on the Official Gazette, without prejudice
to the prior gazetting of the decree authorizing ANIP to execute the private
investment contract, when applicable.

2. In the cases provided for in Article 60.2, the Head of Government may also
return the investment process file to ANIP for ANIP to renegotiate the incentives
or benefits proposed for the project, in case the Head of Government is in
disagreement therewith or detects any irregularity capable of being remedied; in
this case, the provisions of Article 59.2 shall apply with due adaptations.

Article 62
Rejection of Proposal

1. In case the proposal is rejected, the proponent shall be formally notified by

ANIP of such a decision, setting out the precise causes for rejection.

2. For the purposes of paragraph 1 above, the rejection of a proposal may only
be based on:

(a) Legal grounds;

(b) Inappropriateness of the planned investment, in the light of the

development strategy defined by the sovereign bodies or the
objectives established in the Countrys economic and social
development plan.

3. A petition or an appeal may be brought against a decision of rejection,

pursuant to administrative procedural and litigation rules.

4. If the investor agrees with the causes invoked by the relevant body as grounds
for rejecting the proposal, they may correct the faults or inaccuracies and re-
submit the proposal, whereby by a new investment process shall begin without
prejudice to the principle of conservation of prior legal acts being applied to
the extent possible.
 p.39

Chapter III
Registration

Article 63
Registration of Private Investment Operations

1. All private investment operations which benefit from the advantages defined
herein shall be registered with ANIP.

2. The registration shall be made upon the approval by the relevant authority,
irrespective of the amount of the investment and the level of approval adopted.

Article 64
Private Investment Registration Certificate

1. Upon approval of the private investment project, ANIP shall issue a Private
Investment Registration Certificate (CRIP), granting to the relevant holder the
right to invest under the terms specified on such certificate.

2. The CRIP shall state the complete identity of the investor, the procedural
regime, the amount of the investment and the respective economic and financial
characteristics, the distribution and form in which the investment is to be made,
the deadline for implementing the project, the investment location, and the date
and signature of ANIPs highest ranking director, authenticated by the embossed
seal used by the agency.

3. On the reverse, the CRIP shall state the rights and duties of the private investor
as set forth herein, and be signed by the private investor or his legal representative.

4. The time period for issuing the CRIP shall be 15 days as from approval of the
private investment project, save in case of force majeure.

Article 65
Legal Effects of the Private Investment Registration Certificate

1. Once duly issued, the CRIPs shall qualify as titles of private investor.

2. The CRIPs shall serve as documentary proof of acquisition of the rights and
acceptance of the duties of private investors as set forth herein, and shall serve
as the basis for all investment operations, access to incentives and facilities,
for obtaining licenses and registrations, resolution of disputes and other facts
deriving from the granting of facilities and incentives.

3. The rights granted by the CRIP may be exercised directly by the relevant holder
or by a duly mandated legal representative.
 p.40

Chapter IV
Importation of Capital, Machinery and Equipment

Article 66
Importation of Capital

1. Licensing of capital importation operations shall be requested by the proponent

to BNA, through a credit institution authorized to trade in foreign exchange, by
means of presentation of the Private Investment Registration Certificate (CRIP).

2. For the purposes referred to in paragraph 1 above, upon approval of the

investment and issuance of the relevant CRIP, ANIP shall forward by official letter
to BNA, with copy to the investor, a copy of the CRIP and all other relevant details
for BNA to license the capital importation operations requested by the relevant
investors.

3. BNA shall license the capital operations referred to in this Article within a
maximum time period of 15 days of receipt of the application referred to in the
preceding paragraphs, and the applicant shall be notified within 5 days of any
inaccuracy detected in such application.

4. BNA shall forward to ANIP information on foreign exchange operations made

in connection with private investment, whenever such operations take place.

Article 67
Importation of Machinery, Equipment and Accessories

Operations related to machinery, equipment, accessories and other materials

brought into the Country for investment which benefit from the facilities and
exemptions provided for in this law shall be registered with the National Customs
Service, in coordination with the Ministry of Commerce, which registration shall
be dependent upon presentation of the Private Investment Registration Certificate
(CRIP), issued in accordance with the formal requirements defined in this law for
the issuing of such certificate.

Article 68
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 CIF (cost, insurance
and freight) value in foreign currency and its equivalent in national currency, at
BNAs reference exchange rate ruling on the day of submission of the customs
declaration.
 p.41

Article 69
Price of Machinery

For the purposes of this law, proof of the price of machinery and equipment
shall be provided in the form of a reliable document issued by the pre-shipment
inspection authority.
TITLE IV
Development of Investment
Projects
 p.43

Chapter I
Implementation of Investment Projects

Article 70
Implementation of the Projects

1. Implementation of investment projects shall commence within the time period

established in the relevant CRIP and in the investment contract.

2. In duly justified cases and upon request of the private investor, the time period
referred to in paragraph 1 above may be extended by ANIP, upon authorization
from the relevant authority for approval of the investment project.

3. Private investment projects shall be implemented and managed in strict

compliance with the terms of the authorization and the applicable laws, and
contributions from abroad may not be applied in a way or for a purpose other
than those for which they have been authorized, nor may such contributions be
diverted from the object for which they were authorized.

Article 71
Monitoring

1. In order to facilitate monitoring of the implementation of the private

investments authorized, the companies shall on an annual basis provide ANIP
with information on the implementation and development of the project, and on
the profits and dividends of the undertakings, by completing the form to be sent
to them by ANIP to that effect.

2. ANIP may resort to the relevant Governmental authorities in the field of Finance
to ensure compliance with this statutory provision.

3. On the basis of the information and data gathered pursuant to paragraph 2

above and upon such information and data being processed, ANIP shall on an
annual basis submit to the Head of Government a complete detailed report on
the situation of private investment in Angola.

Article 72
Labor Force

1. Companies and enterprises incorporated for the purposes of private investment

are required to employ Angolan workers, guaranteeing them the necessary
vocational training and providing them with salary and other employment terms
compatible with their qualifications, any type of discrimination being prohibited.

2. Companies and enterprises incorporated for the purposes of private investment

may, in accordance with the laws in force, employ qualified foreign workers, whilst
 p.44

complying with a strict plan for training and/or development of Angolan technical
staff with a view to the progressive filling of those positions by Angolan workers.

3. The training plan shall be included in the documentation to be submitted to

the relevant authority for approval of the investment; ANIP shall have powers to
monitor compliance with the training plan pursuant to Article 71.

Article 73
Technical Assistance

The parameters for admissibility of technical assistance are defined in the general
laws on the matter.

Article 74
Employees Salaries

The employees who are non-residents for foreign exchange purposes hired in
connection with investment projects are entitled to transfer their salaries abroad
under the foreign exchange laws, and the employer shall comply with the
provisions of the tax laws.

Article 75
Bank Accounts

1. Under the laws in force, private investors are required to have accounts
with banks domiciled in Angola, in which they deposit their respective financial
resources and through which they make all domestic and foreign payment
operations relating to the investment approved under this law.

2. Private investors may, as they see fit and at their own risk, keep in their
bank account monies in foreign currency and partially convert them into
national currency in order to gradually carry out the operations provided for
in paragraph 1 above and to pay up the capital of the company or private
undertaking to be incorporated.

3. Commercial banks are prohibited from automatically converting currency

imported and deposited in foreign currency accounts for the purpose of private
investment operations.

Chapter II
Incorporation and Amendment of Companies

Article 76
Formal Requirements

1. In case the investment project involves the incorporation or amendment of

 p.45

companies, such acts shall be formalized by notary deed or such other form as
may be required by law.

2. No notary deed relating to acts which qualify as foreign investment operations

as defined herein may be drawn up without presentation of the Private Investment
Registration Certificate (CRIP) issued by ANIP and the relevant capital importation
license issued by BNA and approved by the commercial bank receiving the
relevant capital, in accordance with this law, under penalty of nullity of the acts
to which it relates.

3. Companies incorporated for the purposes of foreign investment under the

terms and for the purposes established herein are required to provide proof that
the share capital has been paid-up in full within 90 days of the date of issuance
of the capital importation license by BNA, under penalty of revocation of the
license and nullity of the acts of incorporation of the company, in accordance
with the laws in force.

4. The share capital of the companies incorporated in connection with private

investment shall be proportional to the amount of the investment, under penalty
of revocation of the CRIP and termination of the investment contract.

5. ANIP, acting in coordination with BNA, shall have powers to terminate

and request the nullity of acts of incorporation of companies carried out in
contravention of the provisions of paragraphs 2 and 3 above.

Article 77
Sole Corporate Purpose and Prohibition of Extension of Benefits

1. Companies and enterprises incorporated for the purposes of private investments

under this law shall preferably have a specific purpose and limited corporate objects,
it corresponding to the approved investment project.

2. In case it is not possible to apply the provisions of paragraph 1 above, it shall

be strictly prohibited to extend any facilities, incentives or benefits granted in
connection with the private investment, set forth in this law or in specific laws, to
other business activities carried out by the investor and not covered by the approval
of the private investment under the CRIP or the private investment contract.

Article 78
Expansion of Corporate Purpose

1. The expansion of the corporate purpose of a company or enterprise to include

areas of business not included in authorization granted, whether or not such
expansion implies an alteration of the structure of the facilities and exemptions
granted and of the amounts to be transferred abroad, if any, shall require the
prior authorization from the relevant authority for approval.
 p.46

2. Any increase in capital for investment projects underway shall be approved

by ANIP, and is nonetheless subject to ratification by the relevant authority for
approval of the investment.

3. ANIP shall be notified of any increase in the share capital of companies

incorporated for the purposes of foreign investment which do not involve the
importation of capital.

Article 79
Registration with Companies Registry

1. Companies incorporated for the purpose of investments approved under this

law, as well as any amendment to existing companies for the same purposes,
shall be registered with the Companies Registry under the laws in force.

2.Branch offices and other forms of representation of foreign companies shall

also be registered with the Companies Registry, which registration shall be
dependent upon presentation of the license issued by BNA and approved by the
commercial bank receiving the relevant capital, and upon the documents to be
registered containing the mark of the relevant authority.

Article 80
Assignment of Foreign Investment Contract

1. The total or partial assignment of the contract or of the capital holdings relating
to the foreign investment shall require the prior authorization from ANIP, and the
national investor concerned, if any, shall at all times have a right of first refusal
under equal circumstances.

2. The right of first refusal referred to in paragraph 1 above is of a statutory

nature, and failure to observe such a right may be challenged by any interested
party who considers that they were aggrieved, within 180 days of the date of the
disputed contract assignment.

3. Without prejudice to paragraph 1 above, ANIPs authorization relating to the

total or partial assignment of the private investment shall be subject to ratification
by the relevant authority for approval of the investment.

Article 81
Systemic Integration

In the event of private investment projects being preceded by open tendering or

another type of public procurement procedure, the procedures established herein shall
apply with such adaptations as may be necessary or convenient to integrate the various
contractual mechanisms for establishing economic relationships between the State and
the private individuals and organizations, thus avoiding the duplication of proceedings.
 p.47

Article 82
Winding up and Liquidation

1. Companies and enterprises incorporated for the purposes of investments

made under this law shall be wound up in the cases provided for in the relevant
by-laws or articles of incorporation, and also:

(a) On expiry of the term established in the investment contract;

(b) By resolution of the shareholders, provided that the duties

deriving from the CRIP and/or implementation of the investment
contract have been performed;

(c) On full attainment of the company corporate purpose or in the

event of supervening impossibility, as confirmed by ANIP;

(d) On failure to pay up the essential capital for the operation of

the undertaking within the time period set in the authorization,
provided that the duties deriving from the CRIP and/or the
private investment contract have been performed;

(e) In the event of rejection of the private investment project, in

case the company was already incorporated and has a specific
purpose in accordance with the investment project;

(f) In the event of the companys corporate purpose becoming

unlawful, due to supervening circumstances;

(g) On bankruptcy of the company;

(h) Due to manifest deviation from the attainment of the corporate

purpose of the undertaking;

(i) In all other cases provided for in the laws in force.

2. In the cases provided for in sub-paragraphs 1(a), 1(d), 1(e), 1(f) and 1(g)
above, the initiative to wind up companies or enterprises may be taken by ANIP.

3. Companies or enterprises incorporated for private investment purposes shall

be wound up and liquidated in accordance with the commercial laws in force.
TITLE V
Offences and Penalties
 p.49

Chapter I
Statutory Types of Offences

Article 83
Willful or Negligent Failure to Comply with Legal Duties

Without prejudice to the provisions of other legal statutes, the willful or negligent
breach of the legal duties which a private investor is subject to under this law and
the other laws on private investment shall qualify as an offence.

Article 84
Other Offences

1. The following acts and omissions, amongst others, shall qualify as offences:

(a) The use of contributions from abroad for purposes other than
those for which they have been authorized;

(b) Carrying out business outside the scope of the authorized

project;

(c) The issuing of invoices which allow for the outflow of capital or
which elude the duties to which the company or association is
subject, namely those of a fiscal nature;

(d) Failure to provide training or to replace foreign workers by

Angolan workers on the terms and within the time periods
established in the investment proposal;

(e) The unjustified failure to make the investment within the

contractually agreed time periods;

(f) Failure to submit the annual information referred to in Article

71.1;

(g) Forgery of merchandises and misrepresentations.

2. Overinvoicing of the prices of machinery and equipment imported under the

terms of this law shall qualify as an offence under the applicable laws.

Article 85
Forgery of Merchandises and Misrepresentations

Without prejudice to such penalties as may apply to these offences under this law,
forgery of merchandises and misrepresentations shall also be subject to punitive
consequences pursuant to the applicable criminal laws.
 p.50

Chapter II
Penalties

Article 86
Fines and Other Penalties

1. Without prejudice to other penalties especially provided under the law,

the offences referred to in Articles 84 and 85 hereof shall be subject to the
following penalties:

(a) A fine ranging from the Kwanza equivalent to ten thousand

dollars (US$ 10,000.00) to five hundred thousand dollars (US$
500,000.00), with the lower and upper limits being doubled in
the event of a repeated offence;

(b) Forfeit of exemptions, fiscal incentives and other facilities

granted;

(c) Cancellation of the investment authorization.

2. Failure to carry out the projects within the time periods established in the
authorization or within any extension granted may be subject to the penalty
provided for in subparagraph 1(c) above, together with the payment of a fine in
an amount corresponding to one-third of the investment value, save in case of a
demonstrated force majeure event.

3. In the cases provided for in paragraph 2 above, the assets belonging to the
purported investor which are domiciled in the Republic of Angola shall revert to
the Angolan State.

Article 87
Powers to Levy Penalties

1. The penalty set forth in Article 86.1(a) shall be levied by ANIP, and that
provided for in Article 86.1(c) by the relevant authority which approved the
private investment under this law.

2. The penalty provided for in Article 86.1(b) shall be levied under the terms of
the specific legislation on the matter and by the relevant authority for approval
of the private investment.

3. The cancellation of the investment authorization as provided for in Article

86.2 shall at all times imply the forfeit of exemptions, fiscal incentives and other
facilities granted in connection with the relevant private investment project.
 p.51

Article 88
Procedures and Appeal against Penalties

1. The private investor concerned shall mandatorily be heard prior to any penalty
being levied, and shall have the right to be assisted by an attorney in the relevant
hearing with ANIP and to bring to the proceedings such means of evidence as
are available to them.

2. The summons for the hearing set forth in paragraph 1 above shall contain all
facts and charges, and be served with at least 20-days prior notice.

3. In determining the penalty to be levied, all the circumstances surrounding

the offence, the degree of fault, the benefits sought and obtained through the
offence and the damages resulting therefrom shall be taken into account.

4. Private investors may file a petition or appeal against decisions to levy penalties,
under the terms of the laws in force.
Title VI
Final and Transitional Provisions
 p.53

Chapter I
Final Provisions

Article 89
Collection of Official Fees, Charges and Fines

1. Without prejudice to such appropriation as ANIP may receive from the General
State Budget, ANIP shall receive 100% of the amount resulting from the official
fees and 50% of the amount resulting from the charges collected and the fines
levied by ANIP under this law.

2. On the basis of these proceeds, ANIP shall strengthen its institutional capacity
and shall equip itself in material terms, both as regards its structure and its
furnishings, as well as it shall enhance and advance its human resources.

Article 90
Regulations

Notwithstanding the sufficiency of this statute, the Government shall issue

regulations for this law whenever effective application requires further clarification
and detail on the principles and rules contained herein.

Article 91
Private Investment in Amount Lower than the Minimum Limit

1. Without prejudice to this provision, private investments in an amount lower

than the minimum limit established in Article 3 shall be governed by the general
provisions applicable to trade and enterprises, and shall fall outside of the
specific scope of the Private Investment Law.

2. Private investments in an amount lower than the minimum limit established in

Article 3 shall neither grant to the investor the right to repatriate profits, dividends
or other gains, nor the right to have access to the specific regime on fiscal benefits
or incentives set forth in this law.

3. In the event that private investments in an amount lower than the minimum
limit established in Article 3 imply the importation of capital in foreign currency,
said importation shall be made under the general terms of the Angolan Foreign
Exchange Law.

4. Without prejudice to the preceding paragraphs, in case the importation of

capital by a foreign citizen or organization who/which is a non-resident for
foreign exchange purposes corresponds to at least five hundred thousand United
States dollars (US$ 500,000.00), the relevant citizen or organization may request
to BNA documentary evidence of the relevant capital importation for the purposes
of incorporating a company or enterprise organized under Angolan law.
 p.54

Article 92
Private National Investment Abroad

Without prejudice to the possible application of the Private Investment Law on

a subsidiary basis, the Government shall regulate private national investment
abroad, subject to the requirements of the Foreign Exchange Law and ensuring
the public interest, in terms of the reentry of the capital exported and of such
income as may have been earned in connection with the investment project.

Article 93
Government Powers

1. The powers of the Government provided for in this law shall be exercised by
the Head of Government or by whom the President of the Republic delegated his
powers to, pursuant to Article 137 of the Constitution of the Republic of Angola.

2. The Head of Government has powers of superintendence and of substitute

and integrative supervision over all relevant bodies in connection with private
investment.

Article 94
Time Period for Appraisal of Legal Framework

Without prejudice to the National Assemblys sovereignty in promoting legislative

changes to this Private Investment Law, the Government shall cause the effects
of this law to be thoroughly appraised from a legal standpoint every 10 years.

Chapter II
Transitional Provisions

Article 95
Previous Investment Projects

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

2. However, private investors may apply to ANIP to have their projects which have
already been approved subject to the provisions of this Private Investment Law, and
the relevant authority for approval shall decide on said application, in accordance
with the value and/or characteristics of the project, under the terms of this statute.

3. Fiscal and customs incentives and benefits and other facilities already granted
under the preceding laws shall remain in force throughout the time periods set,
which shall be subject to no extension whatsoever.
 p.55

4. Investment projects pending on the date this Private Investment Law comes into
force shall be reviewed and a decision shall be made under the new law, with the
procedures already followed being accepted, adapted as necessary.

Article 96
Repealing Provision

With the coming into force of this Private Investment Law, Law 11/03, of 13 May
2003 (Law on the Bases for Private Investment) and, to the extent it is inconsistent
with this law, Law 17/03, of 25 July 2003 (Law on Fiscal and Customs Incentives
for Private Investment) are repealed.

Article 97
Doubts and Omissions

Any doubts or omissions arising from the implementation or interpretation of this

law shall be resolved by the National Assembly.

Article 98
Effective Date

This Private Investment Law shall come into force on the date of its publication
on the Official Gazette.
 p.56

Seen and approved by the National Assembly, in Luanda, on 19 April 2011.

The President of the National Assembly, Antnio Paulo Kassoma
Promulgated on 19 May 2011.

Be it published.
The President of the Republic,
Jos Eduardo dos Santos

Miranda, Correia, Amendoeira & Associados Sociedade de Advogados,

R.L. and Ftima Freitas Advogados, 2011 All rights reserved.
 p.57

July 2011