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1.1.1. Main Forms of Doing Business

Business in Angola can be organized as:

  • Company (Private or Public Limited);
  • Partnerships (General or Limited)
  • Foreign Business (Branch or Representative Office Or Subsidiary Company).

Company

Companies can be formed either as Private company or as Public limited companies.

The key aspects of a Private Corporation (Sociedade por Quotas)[SQ]) include:

  • Can be formed by a minimum of two shareholder and one director
  • Minimum capital requirement is AOA equivalent of USD 1,000. Shareholders can defer their capital contribution up to 50%, provided the minimum capital is fully paid-up as on the date of incorporation
  • Liability of the shareholders is limited to their contribution
  • Shares are represented as ‘quotas’ carrying a minimum par value of USD 100
  • Company must appoint a general meeting body as well as board of directors. It must also have an audit committee or a single chartered accountant, if certain thresholds are met  

The key aspects of a Public limited company (Sociedade Anónima) [SA] )include:

  • Can be formed by a minimum of five shareholder and one director. If the share capital is held by state or state-owned entities, the minimum number of shareholders required is two
  • Shares can be issued to the public
  • Liability of the shareholders is limited to their contribution
  • Minimum capital requirement is AOA equivalent to USD 20,000, 30% of which must be paid-up at the time of incorporation
  • Shares are represented as ‘quotas’ carrying a minimum par value of USD 5
  • Company must appoint a general meeting body, board of directors and a supervisory board. It must also have an audit committee.

Partnership

Partnerships can be formed either as Limited liability partnerships ( Sociedade em Comandita [SEC]) or General partnership ( Sociedade em Nome Colectivo [SENC]). In case of limited partnerships, the minimum number of partners required is two or five in case the capital is represented by shares. In case of general partnerships, the minimum number of partners required is two.

Under a limited partnership, the liability of the partner can be limited, unlimited, subsidiary or joint, depending on the type of partner. Whereas, under general partnership, the liability of the partners is unlimited and they are jointly and severally liable for the debts due to third parties.

Foreign Business

Foreign business can conduct their operations in Angola through the constitution of a Branch office or a Representative Office or a Subsidiary Company.

Representative office is not regarded as a separate legal entity from its parent. It is only allowed to promote the activity of its foreign parent and is not allowed to carry out any independent commercial or production activity in Angola. Representative Office can have only 6 employees in Angola, with a 50% quota on foreign employees. It must also deposit a performance bond guarantee of USD 60,000 in an Angolan corporate bank account

Similar to the Representative office, a Branch office also does not have a legal personality separate from its principal. However, a branch office can conduct commercial activities in Angola. It must have an independent management team and corporate bank account in Angola.