The country is a good location to start a business, as it offers cheap labor and access to numerous opportunities. The act responsible for company incorporation here is in Angolan Commercial Companies Law (CCL), established by Law no. 1/04. Generally, there are three types of unlimited liability companies namely partnerships, limited partnerships, and partnerships by shares. In addition, two types of limited liability companies namely Private Limited Liability Companies and Public Limited Liability Companies.
For foreigners interested in doing business in the state, this article provides information on the most common types of business entities and their features.
Limited Liability Companies
This form of corporation is very common among businesses in the territory. Several factors such as structure and operations, available capital to invest, ownership of share capital, etc. determine the type of company to form.
Private Limited Liability Companies (Sociedades por Quotas)
They are used for smaller investments and have to have a minimum of two shareholders, except in the case of a single-shareholder company, incorporated by a sole natural person.
Share capital
Has to be evenly determined by shareholders. Shares depend on the amount contributed and the minimum is USD 1,00. Documents for the transfer of shares must be in written form with recognized signatures.
Liability
Shareholders are jointly liable for the share capital contributions. Credits claims are, however, limited to the assets of the company. In some cases, the articles of association may read that one or more shareholders be liable for some parts of the company’s debts.
Governing bodies
A general meeting and a management body should be formed, where shareholders, without exceptions, can attend the general meeting.
Dividend distribution
Profits made by the business are distributed based on the shares of shareholders.
Public Limited Liability Companies (Sociedades Anónimas)
These corporations are best set up for larger operations with larger investments. It is complex but allows greater flexibility to shareholders. Requires at least five shareholders, except when Angolan state or public companies are major shareholders or a single-shareholder company is incorporated by a sole natural person.
Share capital
The Commercial Companies Law sets the minimum capital at USD 20, 000, and each share must have a value of at least $5. The share capital has to be divided into shares (acções), which can be nominative or bearer shares.
Liability
The asset-liability of each shareholder is based on the value of the shares he has.
Governing bodies
A board of directors listed in the Articles of Association, may or may not be shareholders.
Dividend distribution
Shareholders are entitled to receive a mandatory dividend as agreed in the article of association. If it’s not stated, then at least 50 percent of distributable profits must be shared. Legal reserve funds are 5 percent of the net profit for the year until it amounts to 20% of share capital.
Setting up an Entity
Regardless of the type of company to be incorporated, the process of registering all companies has to follow the steps below:
- Obtain the certificate of availability for the company’s name at the One-Stop-Shop
- Payment of the registration fee
- Obtain the company’s articles of association prepared by lawyers
- File for the company’s tax ID
- Notarize the company’s documents
- Social Security Registration
- File for Commercial Operations Permit from Ministry of Commerce.
- Legalize the company’s minutes book.
- Open a corporate bank account in the business name
- Deposit the share capital at a commercial bank authorized to operate in Angola
Note that some documents are required to do this: copies of identification documents belonging to shareholders and members of the Board of Directors, certificate of business name reservation, and registration forms.
