Project Finance

Angolan law offers a range of collateral and security types. A borrower may provide guarantee under the form of attachment, preferential credits, special guarantees such as money deposit, debt securities, precious stones or metals, pledge, mortgage or bank guarantee.

Real estate securities

Although the Angolan Constitution recognises private ownership alongside public and community ownership, it also states that the ownership of land originally belongs to the state and that it may, if considered appropriate using a public interest criterion, transfer it to private individuals or entities. While the Constitution allows private ownership with some latitude, the Land Act is much more restrictive. Hence, the transfer of ownership in some categories of land (in spite of being possible) almost never occurs. The transfer of minor land rights (eg, leasehold, right of customary dominium utile, right of civil dominium utile, right to temporary occupation) is the most usual form of allocation of rights over land. Upon prior authorisation of the holder of such minor land rights, securities over said rights may be awarded. Given that such minor land rights relate to immovable property, the security shall be bestowed in the form of mortgage, and through the execution of a notarial deed and the subsequent relevant registration. It is worth mentioning the possibility of awarding a ‘factory mortgage’ over a plant, which includes not only the real estate property itself but also its contents (eg, all machines and equipment). Finally, a pledge over equipment may be granted, subject to the execution of a written agreement signed by the parties and duly certified by a notary.

Security over receivables

Under Angolan law the creditor is allowed to secure its rights against the debtor through:

• the grant of a security over receivables;
• the assignment of receivables, rights and credits; and
• the assignment of revenues.

The grant of a security over receivables shall be executed through a written agreement. Both the grant of a security over receivables and the assignment of receivables, rights and credits can only be executed upon notification of the relevant debtor. Through the assignment of revenues - which shall be executed by notarial deed - the debtor can ascribe to the creditor the revenues generated by its immovable and movable assets.

Security over shares

A pledge of shares can be granted over shares of commercial companies incorporated under the laws of Angola. The grant of a pledge of shares of a limited liability company by quotas (where the share capital is represented by a form of nominative shares) shall be executed through written agreement, and subsequently registered with the competent Commercial Registry Office.

Security over mining rights

The 2010 Constitution of Angola ascribes the ownership of all natural resources within the Angolan jurisdiction to the state. The Angolan jurisdiction comprises the onshore territory of Angola, the internal waters, the territorial sea, the exclusive economic zone and the continental shelf and, therefore, all oil and gas fields located in such areas belong to the public domain of Angola. All mining rights are exclusively assigned to the National Concessionaire. Moreover, all petroleum deposits existing in Angola are an integral part of the public domain, with the National Concessionaire being the exclusive holder of all mineral rights related to such deposits. Pursuant to Petroleum Activities Law, mineral rights are granted to the National Concessionaire, which cannot assign these mining rights, but may associate with an upstanding domestic or foreign company having the necessary technical and financial capacity. The associates of the National Concessionaire do not own the mineral rights nor may be deemed as a concessionaire, thus the provision of a security by a private entity over the mining rights cannot be provided since such rights cannot be encumbered, given that such rights belong to the Angolan state.

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As a rule, the Angolan law does not require any special formalities or written documents for the perfection of securities. The exceptions to such principles are covered in question 1.

The registry and execution of the documents supporting the grant of securities (namely mortgages) is subject to the payment of a stamp duty tax. The applicable rates may vary between 0.1 per cent and 0.3 per cent. Notarial fees charged by the public notaries, whenever required, may vary according to the specific guarantee to be provided.

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Under the Angolan Civil Code (CC) some credits benefit from prior ranking over others, which means that some credits are paid with preference over others. Preferential credits may be over movable property or over real estate. Preferential credits over movable property may be general (when they cover all movable assets, as is the case of the credits arising from an employment contract - or special - if, otherwise, the preferential credit targets only certain assets). Conversely, preferential credits over real estate are always special given that they refer to certain real estate property (eg, state credits from property taxes). As to the order of preference, the following rules apply:

• between a third party’s guarantee and a general preferential credit over movables, the first prevails;
• however, if a special preferential credit over moveables conflicts with a third party’s guarantee, the oldest credit prevails; and
• finally, between a preferential credit over real estate and a third party’s guarantee over the same real estate property, the first prevails.

As per the Civil Procedural Code (CPC) after the liquidation of the debtor’s assets, the creditors shall be paid according to the above-mentioned rules.

Hence, the time of registration of a security is relevant for the purposes of determining the priority of the creditor.

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As a rule, the enforcement of guarantees depends on judicial proceedings. However, the CC foresees some mechanisms to enable the creditors to secure their rights outside (or before) a judicial proceeding. For instance, the creditor is allowed to retain the debtor’s assets until the latter complies with its contractual obligations. Moreover, in the event the debtor does not do so, the creditor may replace the debtor in the exercise of its patrimonial rights against a third party (unless, owing to its nature, such rights can only be exercised by the debtor).

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The bankruptcy legal framework set forth in CPC was designed to protect creditors (for instance, the assets belonging to a company that has been declared bankrupt are seized in order to protect the creditor’s rights). Upon the declaration of bankruptcy by the judgment of a court, the maturity of the company’s debts occurs, and all actions carried out by the company affecting the creditor’s patrimonial guarantee may be deemed null, void or ineffective, upon the fulfilment of certain requirements. The ranking of the credits is addressed above, being a foreign or national creditor does not influence the ranking.

There are certain entities excluded from bankruptcy proceedings, and others that are subject to special bankruptcy proceedings:

• the Angolan Central Bank (BNA) cannot be declared bankrupt;
• the general preventive means of bankruptcy are not applicable to financial institutions (the regime governing said entities is the one set forth in the Framework Act of Financial Institutions); and
• the Public Business Sector Act is the statute governing the special procedures of liquidation and winding up of public companies.

Regarding the processes other than court proceedings available to seize the assets of the project company, see question 4.

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The Foreign Exchange Act governs commercial and financial transactions having an actual or potential impact on the balance of payments of Angola, and is applicable to capital transactions and foreign exchange (FX) trading. The FX operations deemed most relevant are the following:

• purchase or sale of foreign currency;
• opening and operation of foreign currency accounts in Angola by FX or non-FX residents;
• opening and operation of local currency accounts in Angola by non-FX residents; and
• settlement of any transaction relating to goods, invisible items of trade or capital.

Payments between FX residents and Non-FX residents are subject to BNA’s control (either prior authorisation or subsequent notification). The specific FX rules applicable to currency transfers between a FX resident and a Non-FX resident are subject to different requirements depending on whether the underlying transaction relates to invisible items of trade (service fees, royalties, etc), dividends or profits, goods or capital. The import, export or re-export of foreign currency can only be performed by financial institutions duly authorised by the BNA to carry out foreign-exchange trade. The BNA periodically organises public auctions for the sale of foreign currency (US dollars and euros) to commercial banks. For each one of these auctions the BNA expressly decides what the currency sold may be used for, clearly identifying these specific purposes. Such auctions are attended by the BNA and financial institution duly authorised by the BNA to carry out foreign-exchange trade. Additionally, banking institutions are authorised to trade foreign currency with each other, with other financial institutions duly authorised for such purpose, and with the public out of the sessions mentioned above, using an exchange rate freely set. The BNA is responsible for calculating the reference exchange rate.

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The remittance of investment returns is only possible under a private investment project approved hitherto under the Private Investment Act (PIA). A New PIA (NPIA) was approved by the Angolan parliament on 17 May 2018. This statutory instrument shall only enter into force once enacted by the president and published in the Angolan Official Gazette (Diário da República). Comments in relation to the NPIA were made considering the draft proposal submitted for discussion by the Angola Parliament and are subject to further review once the final gazetted version of the NPIA is made available.

Once the private investment project has been implemented and upon proof of such implementation, the foreign investor enjoys the right to transfer profits and dividends abroad, as well as other amounts related to the investment made.

However, under the PIA and except in the case of reinvestment in Angola, profits and dividends distributed to natural or legal persons are subject to an investment tax surcharge, levied on the amount that surpasses the share of equity. Based on the draft proposal reviewed, under the NPIA, the investment tax surcharge established in the PIA will be suppressed.

The payment of principal, interest or premiums on loans or bonds is classified as a capital operation, under Decree No. 23/98, of 24 July. However, full or partial repayment of loans and other credits (whatever the form, nature or title thereof) is only deemed as a capital operation when it is for a term exceeding one year, with the exception of loans and other credits exclusively civil in nature. Applications for capital operations must be submitted by the interested parties to a financial institution authorised to carry out foreign-exchange trade, which forwards them to the BNA. Following authorisation of the operation and the issuance of a capital export licence, the applicant may export the capital, which can only be done through banks authorised to carry out foreign-exchange trade in Angola.

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Both the PIA and NPIA allow foreign investors to repatriate abroad the earnings of the relevant private investment project implemented in Angola. However, repatriation is not mandatory.

The creation of new companies or any branches abroad (as well as buying shares of companies domiciled outside the country) using capital domiciled in Angola is considered a medium or long-term capital operation, and as such is subject to the requirements of prior authorisation by the BNA. The law limits to financial institutions domiciled in Angola the ability to export capital, after authorisation by the BNA. In certain cases, this authorisation may be delegated to credit institutions. The foreign exchange authorisation attributed to the holder of a licence to export capital cannot be used for purposes other than those for which it was granted. In these cases, the amounts exported abroad must be subsequently repatriated to Angola.

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Foreign currency accounts may be held by FX residents and non-residents subject to the limitations established by BNA Order No. 2/17, of 3 February 2017. According to this instrument, foreign currency credit accounts may be held and managed for the following grounds:

• funds that came from abroad; or
• funds arising from financial applications made through financial institutions.

On the other hand, foreign currency debit accounts may be held and managed when:

• exercising an exchange operation to pay Angolan nationals in national currency;
• issuing payment or transfer orders abroad;
• transfers in between banks to accounts held by FX residents that are a part of the same group;
• using electronic payment cards or other internationally accepted payment mechanism; and
• payment of any encumbrances arising from account maintenance and management.

The aforementioned BNA Order does not apply to foreign exchange operations conducted in the petroleum sector.

The opening and operation of bank accounts in other jurisdictions is subject to the grant of a special authorisation by the BNA.

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Although it is arguable that the foreign ownership of commercial companies in Angola is not expressly hindered by the applicable law, in practice, the incorporation of a company held by foreign citizens or entities and the repatriation of the respective profits abroad can only be performed under a private investment project previously approved by the competent authorities (given that, according to the PIA, the incorporation of a company is deemed a private investment operation).

Comments included in this section in relation to NPIA were made considering the draft proposal submitted for discussion by the Angolan Parliament and are subject to further review of the final gazetted version of the NPIA. Based on the draft proposal reviewed, under the NPIA, private investors will be entitled, if they opt to do so (under the prior declaration regime, a simplified procedure), to incorporate companies before the approval of the private investment project (ie, before the issuance of the Certificate for the Registration of an Investment Project). However, the repatriation of profits will still depend on the approval of a private investment project.

Under the NPIA, there are two procedural regimes: the prior declaration regime and the special regime. The prior declaration regime is characterised by the simple presentation of the investment project for purposes of registration and attribution of the benefits foreseen in the NPIA, the access to the special regime, however, depends if the Investment is made in the considered to be prioritised activity sectors and in the development zones. The secondary legislation for the NPIA has not been discussed or approved yet in the Angolan parliament. However, we note that the organic structures that have been assisting the ministries in respect of private investment matters under the PIA’s regime have been extinguished and a centralised entity (AIPEX), which has authority to negotiate the terms of investment projects on behalf of the Angolan state and to enter into investment contracts, has been created (Presidential Decree No. 81/18, 19 March 2018).

It is worth mentioning that the tax benefits and incentives foreseen in the PIA can only be granted to foreign private investment projects with a total amount equal to or higher than US$1 million and to internal private investments of amount equal or higher than US$500,000. Another constraint worth referring to is the requirement of having partnerships between Angolan citizens, public-owned companies or Angolan companies in foreign private investment projects in certain areas of activity (electricity and water, hospitality and tourism, logistics and transport, construction works, telecommunications and IT, and media). The NPIA has eliminated these restrictions.

Despite the fact that Angola is a signatory to a few bilateral investment treaties, these do not provide relief from the requirement to put forward an investment project for an investor intending to repatriate profits outside Angola.

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The conducting of insurance and reinsurance activities in Angola is limited to entities duly incorporated and authorised under the Insurance Activity Act. Such authorisation is granted by the Ministry of Finance, upon prior consulting of the Angolan Agency of Insurance Regulation and Supervision. The transfer of any amounts abroad under an insurance policy is deemed an FX operation - given that it entails the transfer of money between an FX resident and an FX non-resident. Upon the relevant authorisation of the BNA, insurance policies over project assets can be paid to foreign secured creditors.

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Presidential Decree No. 43/17 of 6 March 2017, as amended by Presidential Decree No. 78/17 of 24 April 2017, which revoked Decree No. 5/95 of 7 April, regulates the professional activity of non-resident foreign workers, along with the General Labour Law (Law No. 7/15 of 15 June 2015).

A quota rule is imposed on companies of all sizes, according to which 70 per cent of the workforce is to be composed of national workers (Angolan or foreign residents) and up to 30 per cent may be non-resident foreign workers.

Non-resident workers have to be registered, and their salaries can be paid in any currency agreed between the worker and the employer.

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The carrying out of import, export and re-export operations, which is made through the Integrated System of External Trade (SICOEX), is subject to prior registration in the Registry of Exporters and Importers of the Ministry of Commerce (REI). Registration in the REI is mandatory and valid for a period of five years. The applicable law foresees two different regimes of importation: temporary and permanent. Permanent importation of goods into Angola under the general customs regime is subject to the payment of various charges (eg, customs duties, consumption tax and stamp duty).

As the payment of the imported goods also entails an FX operation, the procedures applicable to said payments are expressly governed by Order No. 19/12, 25 April, issued by the BNA, as amended by the Instruction No. 4/17, 27 March, also issued by the BNA. In 2014 the BNA approved a simplified and more flexible regime applicable to these operations, allowing advanced payments up to the amount of 100 million kwanza. This simplified regime is only available to entities duly registered with the BNA for such purpose and that comply with a set of requirements.

With a view to boosting the Angolan industrial sector, the importation of certain goods may be hindered or subject to quotas. For instance, in 2016 the importation of cement was expressly forbidden unless authorised by the Cement Sector Commission. The same prohibition was extended to 2017 by virtue of Joint Executive Decree No. 220/17 of 17 April 2017.

Finally, under the PIA the importation of machinery, equipment and other fixed means is a form of foreign private investment. Hence, the importation of project equipment may be performed under a private investment project.

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According to both the PIA and the NPIA, under a private investment project, the investor’s ownership rights are protected by the Angolan state and cannot be nationalised or seized, unless a public-interest purpose is being pursued. In any event, in the event of nationalisation or seizure, both the PIA and the NPIA foresee that the state undertakes to fairly, promptly and effectively compensate the investor.

The 2010 Angolan Constitution provides that the state respects and protects the property and further property rights of natural and legal persons, and therefore the expropriation for public utility is subject to the payment of a fair compensation, which is a prerequisite of the effectiveness of the expropriation. The procedures applicable to expropriation are further regulated by the Expropriation Regulations. Said regulations are based on statutes of the pre-independence period, namely Law No. 2030 of 24 October of 1953 - Public Expropriations, and Decree No. 43587 of 8 April of 1961 - Regulations on Public Expropriations. Considering the anachronism of regulations in force, the president of Republic approved recently the creation of the Commission for the Revision of the Legal Regime of Expropriations.

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The scope of the PIA comprises all foreign private investments (regardless of the amount) and internal private investments of amounts equal to or higher than 50 million kwanza, although tax benefits and incentives can only be granted to foreign investment projects of an amount equal to or higher than US$1 million and to internal investment projects of amounts equal to or higher than US$500,000. However, under the terms of the NPIA all investment projects are entitled to tax benefits regardless of their amount. Under the PIA, the granting of such tax benefits and incentives must be analysed considering the objective criteria expressly provided by the PIA - to qualify for said benefits and incentives the project shall meet certain prerequisites of prime importance to the Angolan economy (eg, employment creation, production to export and value added to Angola). As opposed to the PIA, the NPIA does not provide for these objective criteria. The NPIA establishes that under the contractual regime the tax benefits are higher than those foreseen for the prior declaration regime and that there may be a ranking of the tax rates and time frames according to the activity sector and location of the investment. The maximum duration for the reduction of tax rates and the percentages in which these may be reduced are expressly indicated for each tax and for each regime.

The registry and execution of the documents supporting loans, mortgages, and other securities is subject to the payment of a stamp duty tax - the applicable rates may vary between 0.1 per cent and 0.3 per cent for guarantees, and between 0.1 per cent and 1 per cent depending on the financing operation. Additionally, in this context it is worth recalling that the profits and dividends distributed to natural or legal persons under a private investment project subject to the PIA are subject to an investment tax surcharge, levied on the amount that surpasses the share of equity. As previously explained, based on the draft proposal submitted for review by the Angolan parliament, under the NPIA, this investment tax surcharge will be suppressed.

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As already addressed above, private investment projects shall be approved by the ministerial departments responsible for the project’s key sector of activity (note that mining, oil and gas and financial sectors are excluded from the PIA’s scope). However, under the NPIA, as explained, this approval is obtained from a sole centralised entity: the AIPEX. In addition to this approval, other licences or authorisations may be required, depending on the business carried out by the investor.

Projects in oil and gas are approved and monitored by the Ministry of Petroleum; projects in the mining sector are approved and monitored by Ministry of Geology and Mining or by the president (depending on the value of the project at issue), and projects in the financial sector are approved and monitored by the Ministry of Finance. Under the NPIA, the president shall not have direct intervention in the negotiations of private investment projects but we expect that the regulations of the NPIA, still to be discussed and approved by the Angolan parliament, provide for the required framework on these matters.

The project sectors of chemical refining, water treatment, power generation and transmission, transportation, ports and telecommunications are all included in the scope of the PIA, and therefore the competent authorities for the approval and monitoring of private investment projects are the ministries responsible for such sectors. Considering the new organic structure, these projects shall be approved, once the NPIA and its secondary legislation is in force, by the AIPEX. However, it must be borne in mind that, under the NPIA, there is no limitation on the investment in key sectors of activity (but will benefit from the special regime as stated in question 10), nor is the partnership with Angolan nationals mandatory.

The prerequisites for conducting different activities of course vary, and, therefore, additional or different licences may be required, depending on the activity at stake.

Regarding the history of state ownership in the above-mentioned sectors, it is worth mentioning the following:

• the oil and gas and mining sectors are participated by the Angolan state through the national concessionaires (Sonangol and Endiama);
• within the water treatment sector - EPAL, a public company that is engaged in the provision of water treatment services. There are also a number of private companies engaged in the water treatment sector; and
• the distribution of electricity is also a sector secured by the Angolan state, through public companies.

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As mentioned above, the 2010 Constitution of Angola ascribes the ownership of all natural resources within the Angolan jurisdiction to the state. The Angolan jurisdiction comprises the onshore territory of Angola, the internal waters, the territorial sea, the exclusive economic zone and the continental shelf and, therefore, all oil and gas fields, minerals, water and other resources located in such areas belong to the public domain of Angola.

The state can only transfer rights over land that is part of the private domain. In any case, the transfer of rights almost never entails the transfer of ownership, but merely the transfer of minor land rights (although the applicable law foresees a wider range of land rights that can be assigned, including ownership).

Pursuant to the Petroleum Activities Law, mineral rights are attributed to the National Concessionaire (Sonangol EP), which cannot assign these mining rights, but may associate with a reputed domestic or foreign company having the necessary technical and financial capacity. Such association is usually undertaken through a production sharing agreement, under which the National Concessionaire is entitled to receive part of the profits generated by the petroleum activities.

As per the Mining Code, the mining rights of prospection, exploitation, treatment and trade of minerals are exclusively attributed to the National Concessionaire. Additionally, mining rights may also be granted to natural or legal persons, national or foreign, with proper technical and financial capacity for the performance of the mining activities, through the issuance of one of the following permits:

• prospecting permit;
• exploitation permit;
• mining permit; or
• mining pass.

Under the Mining Code, the holders of mining rights have a number of obligations connected to health and safety, training, financial commitments, environment protection, use and enjoyment of the land and use of explosives.

The acquisition or exercise of the rights at issue is not affected by the rights of aboriginal, indigenous or other recognised groups of people.

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The taxes applicable to the performance of petroleum operations, either by foreign or national entities, are the following:

• petroleum production tax;
• petroleum revenue tax;
• petroleum transaction tax;
• surface area charge; and
• contribution towards the training of Angolan staff.

Furthermore, under the Mining Code all national and foreign entities performing activities of mineral prospection and exploitation in Angola, depending on the developed activity, are subject to the payment of the following taxes:

• revenue tax;
• royalty;
• surface fee; and
• artisanal fee.

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See questions 17 and 18. Additionally, under the Mining Code, when so required by the interests of the country, the state may request the purchase of the produced minerals at a market price, to allocate them to the local industry. The Petroleum Activities Law also foresees that in case of national emergency, armed conflict or natural disaster, the government may require all or part of the production of any oil concession and determine that the National Concessionaire and its associate companies increase the production to the maximum limit technically feasible.

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The investments, as already addressed in question 7, entail the approval of a private investment project under the PIA and under the NPIA soon. In relation to loans and remittances by foreign parties or by local companies owned or controlled by foreign parties, foreign-exchange and private investment issues must be considered - see question 7. Further operations and transactions are not, in general, subject to any government approvals. However, the specifics of each operation and transaction shall be assessed on a case-by-case basis in order to evaluate if any relevant authorisations are applicable.

Regarding the applicable fees and charges, see questions 10, 13 and 15.

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The entity before which the project documents shall be filed will vary according to the nature of the project. If the project is included in the PIA’s scope, project documents shall be filed before the ministry responsible for its approval. Under the NPIA, the relevant documentation and requests shall be submitted with the AIPEX. If the project comprises, for instance, the incorporation of a bank, than the project documents shall be filed with the BNA. Regarding legal formalities, the contractual freedom prevails as the general principle under the CC; however, the law imposes notarial intervention for certain specific cases (eg, the execution of agreements for the transfer of real estate require the intervention of a public notary).

All documents related to the project shall be in Portuguese.

The original documents issued by other states shall be subject to legalisation and recognition procedures (normally before the Ministry of Foreign Affairs and the Angolan consulate of the relevant state).

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The Voluntary Arbitration Act establishes that disputes regarding rights that the parties may freely waive, extinguish or assign may be subject to arbitration, upon agreement of the parties, and under the assumption that such dispute is not mandatorily submitted to the judgment of a judicial court (eg, labour disputes or those connected to real estate) or to necessary arbitration. Conversely, disputes regarding non-disposable rights cannot be subject to arbitration.

The applicable law allows the submission of disputes to international arbitration. Although Angola is not a party to the ICSID Convention, the country has, on 6 March 2017, submitted to the Secretary-General of the United Nations the formal instrument of ratification of the New York Convention, which came into force in Angola on 4 June 2017.

The application of the Convention is subject to the reservation of reciprocity: Angola will apply the Convention to the recognition and enforcement of awards made in the territory of another Contracting State. Furthermore, we note, however, that the Angolan Arbitration Law (which applies to domestic arbitrations and therefore to NY Convention awards) permits the making of a set-aside action to the Supreme Court of Angola and an opposition procedure to the enforcement application itself. Both procedures can only be based, in broad terms, on some specific formal grounds plus one that may be of a substantive nature - breach of Angolan public policy.

It is also worth mentioning that the PIA expressly provides that any dispute regarding a private investment project may be referred to arbitration, even though such arbitration must take place in Angola and be subject to Angolan law. In the NPIA, however, also foreseen is the possibility of arbitration being silent as regards where it takes place and the necessary subjection to Angolan law.

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As to project agreements, it is worth noting that private investment contracts are subject to Angolan law (particularly to the PIA and the NPIA, as the case may be).

Conversely, financial agreements may be governed by the law chosen by the parties, as long as such choice corresponds to a serious interest of one of the parties, and the selected jurisdiction has a connection with the contract at issue.

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Although there are some matters that must be referred to Angolan courts (such as the disputes regarding real estate property located in Angola), the CPC expressly allows the parties of an international economic contract to submit any disputes regarding such contract to the courts of the respective country or to other jurisdiction.

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One of the obligations imposed by the PIA on the investors is the compliance with the environmental rules in force in Angola (among which are the Environment Framework Law and the Regulations on the Liability for Environmental Damages). While this is not expressly foreseen in the NPIA, we expect that its regulations foresee, as a mandatory requirement for the approval of certain investment projects, an Environmental Impact Assessment Study. The Ministry of Environment is the entity responsible for the enforcement of the environmental rules. Depending on the nature of the project at issue, its approval by the competent authority might require the elaboration of an environmental impact assessment study. Additionally, investors shall also consider, throughout the course of their businesses in Angola, the regulations regarding health and security in the workplace, which are enforced by the Ministry of Labour (in particular, by the Labour Inspection Department).

The Regulation of Environmental Protection in the course of Petroleum Activities sets forth the rules specifically applicable to this sector and provides that the National Concessionaire and all the oil companies must adopt appropriate measures to prevent negative effects of pollution and, as far as possible, mitigate its consequences. Said statute is enforced by the Ministry of Petroleum.

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Project companies are almost invariably incorporated under the form of private limited liability companies by quotas, or public limited liability companies by shares. Considering the partnership requirement mentioned in question 10, the formation of joint ventures has been increasingly implemented. However, the requirement of the Angolan partnership is no longer foreseen under the NPIA.

Regarding the sources of financing it is worth noting that until the sharp drop in oil prices, Angola was one of the countries in sub-Saharan Africa where project finance was more prosperous. Under the most common model of project finance implemented by China in Angola, the loan is repaid with the provision of natural resources (most likely oil).

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With a view to intensifying the use of the management capacity of the private sector by the state, and consequently developing public services and rationalising the use of public funds, in 2011 a new Law on Public-Private Partnerships was enacted. The Law on Public-Private Partnerships was approved at national level and is not industry-specific. However, it expressly foresees that sector-specific regimes may be set up when the specifics of a certain sector so require.

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The Law on Public-Private Partnerships foresees that the formation of PPPs must be compliant with the financial planning rules set forth in the State Budget Law, and must represent an advantage to the public partner, when compared with alternative means of achieving the same objective (eg, traditional public procurement). Additionally, the possibility of restoring the financial balance of the PPP in response to significant changes in the financial conditions is expressly provided for. At last, any increase to the budgetary costs of the PPP equal to or higher than 200 million kwanza is subject to the prior approval of the Minister of Economy, the Minister of Finances and the relevant sectoral minister.

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One good example of a significant PPP is that established between the Angolan government and the company Caioporto for the construction of a deep water port in Cabinda, with an estimated cost of US$600 million.

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The new President of Angola, who was elected in September 2017, has been championing certain statutory instruments to boost foreign investment, fight against corruption and money laundering, recover funds illegitimately transferred abroad, etc.

The NPIA, in particular, will provide for a more favourable regime to foreign investors in comparison with the PIA. Most relevantly, the obligation for Angolan partnerships (in share capital and management participation) in investment projects, defined in the PIL for the ‘strategic’ sectors (such as tourism and hotel business; transportation and logistics; telecommunication and Information technologies; and social media) ceases to exist. Yet another example of a very important piece of legislation finally seeing the light of day is the long awaited approval of a competition/anti-trust law in May 2018. It is too early to fully understand the impact of these recent efforts, but it is expected that the new political climate and legislative changes will attract new investors to Angola.

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