Financial regulation

Banking

Law of the National Bank (Law nº 16/10, from July 15)
Financial Institutions Law (Law nº 12/15, from June 17)
Law to Prevent and Combat Money Laundering and the Financing of Terrorism and the proliferation of weapons of mass destruction (Law nº 5/20, from January 27)
Foreign Exchange Regime Law (Law nº 5/97, from June 27)

Securities

Securities Code (Law nº 22/15, from August 31)
Legal Framework of Investment Funds (Presidential Legislative Decree No. 7/13, from October 11)
Legal Framework for Venture Capital Collective Investment Schemes (Presidential Legislative Decree 4/15, from September 16)

• Central Bank (Banco Nacional de Angola (BNA));
• Capital Market Commission (Comissão de Mercado de Capitais (CMC)).

The incorporation of financial banking institutions is subject to authorization by the Central Bank (BNA).

In general, in order to obtain authorization from the regulator, financial banking institutions based in Angola must:

• have as their exclusive object the exercise of the activity legally permitted, under the terms of Article 6 of this Basic Law of Financial Institutions;
• adopt the form of a public limited company;
• have share capital not less than the legal minimum;
• have share capital represented by registered shares;
• have sound corporate governance arrangements, including a clear organizational structure with well-defined, transparent and consistent lines of responsibility;
• have effective processes to identify, manage, control and communicate the risks to which is or might be exposed;
• have appropriate internal control mechanisms, including robust administrative and accounting procedures; and
• have remuneration policies and practices that promote and are consistent with sound and prudent risk management.

Financial institutions must comply with the requirements set out in Law 5/20, of January 27 – Law to Prevent and Combat Money Laundering, Financing Terrorism and Proliferation of Weapons of Mass Destruction.
 
Qualified holdings: the banking financial institution over which a natural or legal person, directly or indirectly, intends to hold a qualified holding must first formulate an authorization request to the Central Bank (BNA). A holding in a company, directly or indirectly, of not less than 10% of the capital or voting rights of the company in which a participation is held or which, for any reason, makes it possible to exercise a significant influence over the management of the institution in which the participation is held, shall be deemed to be qualified.

The unauthorized practice of transactions reserved for financial institutions, as well as the exercise by a financial institution of activity not included in its legal object, and the carrying out of unauthorized operations or operations which are specially prohibited to them, is punishable by a fine of AOA300,000 to AOA150 million and from AOA500,000 to AOA500 million, depending on whether an individual or legal person is involved.

In addition to fines, ancillary sanctions, such as seizure and confiscation of the object of the offence, including the economic proceeds thereof, may be imposed on the offender.

The financial activities carried out by the following entities require the authorization of the Capital Market Commission (CMC): 

• securities brokerage firms;
• securities distribution companies;
• investment companies;
• asset management companies;
• securities and real estate investment fund management companies;
• venture capital companies;
• venture capital fund management companies;
• brokers, investment advisors and independent financial analysts.

In particular, the following investment services and activities in securities and derivatives require authorization:

• the reception and transmission of orders on behalf of others;
• the execution of orders on behalf of others;
• portfolio management for third parties;
• investment advice, including the preparation of studies, financial analysis and other general recommendations;
• underwriting and placement with or without a guarantee in a public offer for distribution;
• assistance in connection with public offerings of securities;
• registration and deposit of securities and derivative securities and services related to their safekeeping, such as cash or guarantee management;
• the granting of credit, including the lending of securities, intended exclusively for the purpose of carrying out transactions in securities and derivative instruments involving the grantor of credit; and
• foreign exchange services and safe-deposit box rental for the sole purpose of providing investment services.

As a rule, only brokers may engage in securities and derivatives investment services and activities in a professional capacity.

However, the following are excluded from this rule:

• the Central Bank (BNA), the State and other public entities within the scope of the management of public debt and State reserves;
• people who provide investment services exclusively to its dominant company, its subsidiary, or to its own subsidiary;
• people who provide investment advice as a normal, non-specifically remunerated supplement to the provision of investment services;
• people whose only investment activity is dealing on own account, provided they are not market makers or entities dealing on own account outside a regulated market in an organized, frequent and systematic manner, providing a system accessible to third parties for the purpose of dealing with them.

The Foreign Exchange Law regulates the acts and commercial and financial transactions which have or may have an actual or potential impact on its balance of payments.

The implementation of the provisions of this law and of the respective complementary or regulatory diplomas shall be subject to the provisions of this law:

• exchange transactions;
• exchange trading.

According to this legislation, certain foreign exchange transactions are subject to restrictions, such as the need to obtain authorization from the Central Bank (BNA), the limit on the transfer of values. Given the size of foreign exchange transactions, the restrictions must be analyzed on a case-by-case basis. Nevertheless, the most recent legislation has been drafted with a view to making these same operations simpler and more expeditious.

Foreign exchange transactions may only be carried out through a financial institution authorized to engage in foreign exchange trading.

Foreign exchange operations are considered, according to the law:

• the acquisition or disposal of gold in cash, in bar or in any unworked form;
• the acquisition or disposal of foreign currency;
• the opening and movement in the country by residents or non-residents of foreign currency accounts;
• the opening and operation in the country, by non-residents, of accounts in national currency; and
• the settlement of any transactions of goods, current invisibles or capital.

Information disclosed in Angola which may influence investors' decisions, namely when it relates to public offers, regulated markets, services and activities of investment in securities and derivatives and issuers, must be written in Portuguese or accompanied by a legalized translation into Portuguese.

Information concerning securities and derivatives, issuers, public offers, regulated markets and their infrastructures, investment services and activities in securities and derivatives must be complete, true, timely, clear, objective and lawful.

Contracts for investment services concluded with non-institutional investors shall be in writing and only such investors may invoke invalidity resulting from failure to comply with the form.

The legal entities generally used to undertake financial or investment activity are investment funds.

Yes, it is possible to conduct lending or investment business through a branch of a financial institution.

Foreign-based financial institutions wishing to carry out activities in Angola through the establishment of branches are subject to the authorization of the President of the Republic, subject to the prior opinion of the BNA.