Angolan Central Bank (BNA) Order 1/25, of 30 April 2025, established new rules on the granting of loans and provision of guarantees by banks to Related Parties (including Directors and members of Relevant Management Bodies).

The following main rules apply:

1. The provision of loans/guarantees to Related Parties must be made in similar terms to those provided to Non-Related Parties. This includes the criteria for examining loan applications, risk assessment, loan duration, repayment schedule, interest rate, commissions and fees, request for guarantees, etc;
   
   
2. Loans/provision of guarantees to Related Parties must be approved by no less than 2/3 of the Board of Directors and obtain a favorable opinion from the Fiscal Council. Members who may have conflicts of interest must be excluded from voting;
   
   
3. Banks must keep an updated list of Related Parties (including Directors and members of Relevant Management Bodies) and detailed information on the bank’s financial exposure to each Related Party. Details of all Related Party transactions must be provided to BNA on a quarterly basis;
   
   
4. Annual audits must be carried out on all Related Party transactions and the results thereof must be submitted to BNA upon request;
   
   
5. The total amount of (direct and indirect) credit exposure, including through the provision of guarantees, by a bank to Related Parties cannot exceed 15% of its Tier 1 capital, excluding participations in foreign subsidiaries/branches and other BNA licensed banks, subject to the following individual limits:
   • 1% per person and 5% per legal entity, in case of holders of “qualified participations” (as defined in the Financial Institutions Law), including “group entities”;
   • 1% for all other persons or legal entities (not holders of qualified participations);
     
     
     If the credit exposure exceeds the above limits, the bank must inform BNA immediately and implement a plan to correct the situation within a maximum of 6 months;
     
     
6. The bank must keep records of transactions with a Related Party for at least 10 years after the person/entity ceased to be a Related Party.

Any existing loans at the time of publication of this Order which are at odds with the above rules (including the exposure limits) may run until the end of their term, however the loan amount and duration cannot be increased/extended, and the loan cannot be renewed.

Order 1/25 is not applicable when the State is the Related Party.

Presidential Decree 89/25, of 23 April 2025, approved the following agreement signed between Angola and the Democratic Republic of Congo:

“Agreement on the Management, Revenue Sharing and Compliance of Tax Obligations in relation to the Block 14/23 Concession Area located in the Common Interest Zone between Angola and the Democratic Republic of Congo”.

The Common Interest Zone was created in 2008 to allow for the joint exploitation of petroleum resources between Angola and the DRC. The zone was converted into Angolan Block 14/23 in 2023. The Block 14/23 area is located south of Angolan Block 14 and north of Blocks 1, 15 and 31.

The main provisions of the Agreement are as follows:

• The Agreement is binding on the two states (Angola and the DRC) and the companies undertaking activities and business in the Common Interest Zone/Block 14/23;
• The oil companies conducting petroleum operations in the Common Interest Zone/Block 14/23 are subject to the Angolan tax laws, including Law 13/04, of 24 December 2004 (Petroleum Activities Taxation Law);
• The tax revenues obtained from activities in the Common Interest Zone/Block 14/23 are shared 50%/50% between Angola and the DRC. This includes revenues from the following taxes:
  • Petroleum Income Tax
  • Surface Fee
  • Training Contribution
  • Stamp Tax
  • Value Added Tax (VAT)
  • Workers Compensation Tax
  • Property Tax
  • Road Tax
  • Bonus and contributions paid under the Production Sharing Contract
  • Penalties and fines
  • Any other taxes, fees or charges applicable on petroleum activities under Angolan law
• The oil companies comprising the Block 14/23 Contractor Group must make all tax payments into a Joint Account held by Angola and the DRC. The Joint Account funds are transferred on a monthly basis to each state (on a 50%/50% split);
• DRC state-owned oil company Sonahydroc, S.A. (or any other entity carrying out petroleum operations in the Common Interest Zone/Block 14/23 on behalf of the DRC) enjoys the same tax incentives applicable to national oil companies (state-owned or private) in Angola;
• The service providers to the Block 14/23 Contractor Group which are incorporated in the DRC or are majority owned by DRC nationals are exempt from Angolan Training Contribution;
• The DRC has the right to appoint 5 (five) representatives to participate in any audits carried out by the Angolan Tax Authority (AGT) in relation to Common Interest Zone/Block 14/23 activities. The states may retain external professional firms to assist in the audits;
• The Agreement is effective on the same effective date of the Block 14/23 Production Sharing Contract and will last for the duration of the contract.

Presidential Decree 84/25, of 16 April 2025, approved the Regulations on One-Stop Shop Platform for Granting Land Rights in Angola. This is one of the items included in the agenda of the Simplify Project approved by Presidential Decree 161/21, of 21 June 2021. Below is a summary of PD 84/25:

• Platform: The “One-Stop Shop Platform for Granting Land Rights” is a technological platform which aims to streamline the process whereby the state grants rights to land that is in its private domain. Public domain land and community land are excluded from this platform.
  
  
• Entities involved: The One-Stop Shop platform aggregates all public entities and services that are involved in the land granting process.
  
  
• Authority: The following entities are responsible for granting land rights:
  1. The Minister of Territorial Administration – In case of the following land:
     • Rural land between 1.000 and 10.000 hectares;
     • Uban land above 2 hectares;
     • Semi-urban land above 5 hectares.
  2. The Provincial Governor – In case of the following land:
     • Rural land between 100 and 1.000 hectares;
     • Urban land between 1 and 2 hectares;
     • Semi-urban land between 2 and 5 hectares.
  3. The Municipal Administrator – In case of the following land:
     • Rural land under 100 hectares;
     • Urban land under 1 hectare;
     • Semi-urban under 2 hectares.

However, in all cases the application for obtaining land rights must be submitted to the Municipal Administrator.

• Process: After filing the application with the Municipal Administrator, the following steps take place:
  1. The office of the Municipal Administrator makes a preliminary review of the application, collects the application fee and schedules an inspection of the land. Inspection is not necessary in allotted/subdivided areas;
  2. The Municipal Urban Management and Land Registry department forwards the file to the Angolan Geographic and Land Registry Institute (Instituto Geográfico e Cadastral) to confirm that there are no pre-existing rights to the land;
  3. The file is returned to the Municipal Management and Land Registry department which inspects the land, provides an opinion on the application and demarcates the land. Demarcation is not applicable in allotted/subdivided areas;
  4. If the authority to grant the right belongs to the Minister of Territorial Administration or Provincial Governor, the file is forwarded to the competent authority. The application is then processed by the Angolan Geographic and Land Registry Institute (Instituto Geográfico e Cadastral);
  5. The file is forwarded to the Tax Office for tax registration of the land;
  6. The competent authority grants the land right.
     
     
• Refusal: The application must be denied if:
  1. The land is part of the state’s public domain;
  2. The land cannot be used by a private person;
  3. In case of community land;
  4. In case of state’s land reserve;
  5. If a pre-existing right exists.
     
     
• Contract & Title: The land right is granted by way of signing a contract (“Land Rights Concession Contract”) and issuing a land title.
  
  
• Registration: The land right is registered with the Real Estate Registry (Conservatória do Registro Predial) and a registry certificate is issued.
  
  
• Pending applications: Applications pending at entry into force of PD 84/25 must be processed under the new One-Stop Shop platform.

Presidential Decree 71/25, of 20 March 2025, establishes new legal requirements for invoicing in Angola. A grace period of 6 months from publication was granted, so the new rules are applicable from 12 September 2025.

Below is an outline of PD 71/25:

1. Mandatory invoice issuance – An invoice must be issued for all sales of goods, provision of services, or advance payments carried out within Angola.
   Non-profit organizations are also required to issue invoices.
2. Exemptions – Issuance of an invoice is not required in the following situations when the buyer is a natural person:
   1. Sale of goods through vending machines or electronic systems;
   2. When a ticket is issued (for transportation, events, toll road, etc);
   3. Street or market vendors.
      In these cases the invoice may be replaced by a sales slip.
3. Invoice details – Invoices must be in Portuguese language and contain the following minimum information:
   1. Name, taxpayer number and address of seller/service provider and buyer;
   2. Sequential number and year;
   3. Description of goods and services (including quantities);
   4. Price per unit and total in local currency (Kwanzas);
   5. Applicable taxes. If no tax is due, the supporting legal provision must be indicated;
   6. Date and place where goods/services were provided to buyer;
   7. Date of issue;
   8. Identification of certified software or invoice printing facility.
4. Not acceptable documents – The following documents are NOT accepted as invoices:
   1. Pro-forma invoice;
   2. Bill of lading;
   3. Credit note;
   4. Debit note;
   5. Purchase order;
   6. Payment note;
   7. Shipping note;
   8. Cash withdrawal note;
   9. Quotes, budgets, etc
   10. Any other document not contemplated in PD 71/25.
5. Invoice processing – All taxpayers under the General or Simplified VAT regimes must process invoices electronically through a certified software program approved by AGT (tax department).
   Taxpayers falling under the VAT Exemption regime may issue printed invoices approved by AGT. These taxpayers and natural persons may also issue invoices through the AGT Portal (subject to a maximum of 300 invoices per year).
   The Ministry of Finance shall issue technical specifications on electronic invoicing and certified software. During the first 12 months after such specifications are published, the compulsory electronic invoicing will only be applicable to the so-called “Large Taxpayers” (Grandes Contribuintes) and the suppliers to the State.
6. Deadline – The invoice must be issued no later than 5 (five) business days of the underlying transaction taking place.
   In case the sale/service is ongoing, a “global” invoice may be issued for a maximum duration of 1 (one) month.
7. Invoice cancellation – Invoices may be cancelled or corrected through credit notes which must indicate the reason for the cancellation.
8. Self-billing – Taxpayers with organized accounting may self-bill in the following cases:
   1. If the seller/service provider is a natural person who is unable to issue an invoice;
   2. Acquisitions from the primary sector, including agriculture, forestry, fishing, livestock farming, apiculture, handy craft, etc.

   However, self-billing should not exceed 20% of the total costs of the taxpayer in question.
   Self-billing entities are responsible for withholding applicable taxes.

9. Re-billing of expenses – In case of re-billing of expenses, it is mandatory to issue an invoice when the taxpayer incurred the cost originally and wishes to transfer it economically to a third party (in which case VAT must be charged). If the taxpayer incurred the cost on behalf of a third party, and the invoice is addressed to such third party, then no second invoice is required but the taxpayer must issue a debit note (and no VAT is charged).
10. Receipts – A receipt must be issued when an invoice is paid (in full or in part). However, a receipt is not required when the seller/service provider issued one of the following documents:
    1. Invoice-receipt;
    2. Payment note-receipt;
    3. Generic invoice; or
    4. Global invoice-receipt.
11. Information to AGT – Taxpayers must provide electronically the following information to AGT:
    1. Location of offices/facilities where invoices are issued;
    2. Identification of all invoicing software used in each facility;
    3. Identification of invoice series used/not used by taxpayer;
    4. Annual inventory files closed on 31 December (to be submitted until 15 February of the following year);
    5. Annual “SAF-T” accounting files (to be submitted until 10 April of the following year).

    In addition, taxpayers under the Geral/Simplified VAT regimes must transmit electronically to AGT the invoices, receipts and fiscal other documents issued through the SAF-T file.

12. Safekeeping – Invoices, receipts and other fiscal documents must be stored by the taxpayer in accordance with the requirements of the General Tax Code.
13. “Lottery Invoice” – With the aim of encouraging compliance with PD 71/25, AGT shall organize regular lotteries to award prizes to random invoices.
14. Penalties – In case of breach of PD 71/25, the following penalties apply:
    1. Sale of goods/services without an invoice – penalty of 7% (seven per cent) of the value of the non-issued invoice (or 15% in case of repeated behavior);
    2. Issuance of invoices missing any of the details described in number 3 above – penalty of 5% or 1% of the invoice value depending on the missing detail;
    3. Issuance of invoices outside the deadline set out in number 5 above – penalty of 0.2% of the invoice value;
    4. Lack of receipt – penalty of 1% of the invoice value;
    5. Lack of safekeeping – penalty of 1% of the invoice value;
    6. No submission of SAF-T (or submission with errors) – Same penalty as (a) above.

In case of first breach of any of the above situations, the penalty is reduced by 50%.

Presidential Decree 51/25, of 19 February 2025, enacted the new legal regime for:

1. Temporary employment contracts; and
2. The activity of temporary employment companies.

Below is a summary of the new regime:

• Definitions:
  1. “Temporary Employment Contract” – The contract between a temporary employment company and an employee whereby the employee undertakes to provide temporary work to a third party in exchange for remuneration from the temporary employment company;
  2. “Contract for Provision of Temporary Work” – The contract between a temporary employment company and another company (the “user”) whereby the former undertakes to provide one or more temporary employees to the latter;
  3. “Temporary Employment Company” – Company engaged in the temporary provision of employees to other companies;
  4. “User Company” – Company that uses the work of an employee provided by a temporary employment company, and who will work under its direction.

A) TEMPORARY EMPLOYMENT REGIME

• • Temporary Employment Contract – A temporary employment contact is required to be in writing and contain the following minimum clauses:
    1. Identification of the parties;
    2. Job description and professional classification;
    3. Remuneration;
    4. Duration;
    5. Work place
    6. Work schedule;
    7. Date of signing.
  • Justification – A company may only use temporary employees (to be provided by a temporary employment company) in the following cases:
    1. To fill in the position of an employee who is temporarily absent;
    2. To respond to a temporary and/exceptional work demand;
    3. To perform occasional work which is outside the normal activity of the company;
    4. Seasonal work;
    5. Other situations where the temporary nature of the work does not warrant the hiring of permanent staff;
    6. To perform urgent tasks;
    7. To protect against risks to the facilities, equipment or employees;
    8. Start of business or new activities of uncertain duration, restructuring, business expansion, etc;
    9. In case the employee has been unemployed for over 1 year;
    10. Construction or similar works;
    11. Training;
    12. Retired employee.
  • Duration – The contract duration cannot exceed the terms set forth in the General Labor Law (between a minimum of 6 and a maximum of 60 months depending on the justification case above).
    If the employee is hired outside one of the justifications set forth above, or if the maximum duration of the contract is exceeded, the employee becomes a permanent member of staff of the user company. This is also applicable in case the temporary employment company is found to not have a license to carry out its activity (more below).
  • Contract for Provision of Temporary Work – The contract for provision of temporary work is required to be in writing and contain the following minimum clauses:
    1. Identification of the parties (including license number of the temporary employment company and social security numbers);
    2. Justification for temporary employment (per above cases);
    3. Job description;
    4. Work place;
    5. Work schedule;
    6. Fee to be paid by the user company to the temporary employment company;
    7. Commencement date;
    8. Contract duration;
    9. Date of contract signing.

In addition, the temporary employment company must provide to the user company a copy of the respective work accident and occupational disease insurance.

• • Employee replacement – Unless agreed otherwise, termination of the temporary employment contract will not cause termination of the contract for provision of temporary work. In this case, the temporary employment company must provide a substitute employee to the user company. This obligation also applies in case the employee is found not to be fit for the job in the first 15 days of employment or if the employee is suspended following for disciplinary reasons.
  • Work rules – The temporary employee is subject to the direction of the user company and to its applicable rules and policies in terms of work schedule, work location, HSE, use of equipment and facilities, etc..
  • Disciplinary action – The temporary employment company (not the user company) is responsible for exercising disciplinary action against the employee.
  • No charge to employee – The temporary employment company cannot charge any fee or payment to employee for provision of any services or training.
  • HSE – The temporary employee enjoys the same conditions applicable to the user company employees as regards HSE.

B) TEMPORARY EMPLOYMENT COMPANIES

• • License – Temporary employment companies must obtain a license from the Ministry of Labor (Maptss) through its National Institute of Employment and Professional Training (Instituto Nacional de Emprego e Formação Profissional – INEFOP). In order to obtain a license, the company must:
    1. Have good reputation;
    2. Possess technical and organizational capacity;
    3. Be in good standing with the tax and social security office.

Requisite (ii) is confirmed by an inspection carried out by the General Labor Inspectorate (Inspecção Geral do Trabalho).

The license has a duration of 24 months, renewable.

• • Reporting – The companies must submit to the employment center where they are based (i) a 6-monthly activity report in the format attached to PD 51/25, and (ii) a full list of the employees provided, including details on contract duration, workplace, salary, professional classification, etc..
  • Training – The companies must spend no less than 5% of their annual turnover in professional training of their temporary employees.

In all matters not specifically covered by PD 51/25, temporary employment contracts are subject to the General Labor Law.

Presidential Decree 49/25, of 18 February 2025, enacted the new legal regime on the professional activity of Non-Resident Foreign (Expatriate) Employees in Angola. Below is a summary of the new regime:

• Scope – PD 49/25 is applicable to all employment contracts entered into between non-resident foreign employees (also called “expatriates” for this summary) and any employer entities in Angola, including private or public companies, cooperatives, NGOs, diplomatic missions and international organizations, etc.;
• Hiring Requirements – Expatriate employees can only be hired by an Angolan employer if they meet the following requisites:
  1. They must hold a valid Work Visa for the duration of the employment contract;
  2. They must be of legal age both in Angola and in their home country;
  3. Possess technical or scientific qualifications as confirmed by their employer;
  4. Possess physical and mental aptitude attested by a medical certificate.
• Quota – The total expatriate workforce cannot exceed 30% per employer. At least 70% of the workforce must be comprised of national employees.
• Employment Contract – The employment contact is required to be in writing and contain the following minimum clauses:
  
  1. Identification and address of the parties;
  2. Employee job (and professional classification);
  3. Workplace;
  4. Work schedule;
  5. Salary, including benefits;
  6. Undertaking that employee will return to home country at the end of contract;
  7. Commencement date;
  8. Date and place of signing.
     The undertaking under (6) must be certified by a notary public.
• Duration – The contract must have a limited duration as agreed between employer and employee. The contract may be renewed up to two times.
• Registration – The contract, including renewals, must be registered with the employment center (“centro de emprego”) where the employer is based. A registration fee of 5% of the monthly salary is due.
• No discrimination – Expatriate employees and national employees are entitled to identical remuneration for the same or equivalent job. Expatriate employees should be included in the employer “job qualifier” (“qualificador ocupacional”) in the same terms as national employees.
• Tax – Expatriate employees are subject to the general tax obligations and rates applicable to all other employees in Angola.
• Severance Payment – In case of termination of employment, expatriate employees are entitled to the same severance payments as applicable to all other employees according to the General Labor Law.
• Salary Repatriation – Salary repatriation is subject to the applicable foreign exchange legislation.

In all matters not specifically covered by PD 49/25, expatriated employees are subject to the General Labor Law.

By way of Presidential Decree 15/25, of 29 January 2025, the Angolan executive has approved the new Regime on Protection for Total Disability caused by Non-occupational Diseases and Accidents. Here is a summary of PD 15/25:

• Definition of Total Disability – Total and permanent inability to perform any job or work which was caused by a non-occupational (not work related) event and is confirmed by the Disability Verification Center (“Centro de Verificação de Incapacidades”);
• Disability Pension requirements – Entitlement to the Total Disability Pension is subject to the following conditions:
  1. Registration with Mandatory Social Protection (“Protecção Social Obrigatória”);
  2. Guarantee period;
  3. Certification of Total Disability.
• Exclusions – The Total Disability Pension may not be extended to persons who:
  1. Have a remunerated job;
  2. Receive or are entitled to an Old-age Pension.
• Confirmation of disability – Confirmation of disability is done by the Disability Verification Center by conducting medical exams on the employee. If the application is denied, the employee must wait at least 2 years to request a new exam.
• Guarantee Period – The guarantee period is 60 months of contributions (consecutive or not) to the Social Security system.
• Pension amount – The Total Disability Pension is equivalent to 60% (sixty percent) of the employee average salary in the 24 months prior to disability, provided that:
  1. The Total Disability Pension cannot be less than the Minimum Retirement Pension;
  2. The Total Disability Pension cannot exceed 80% of the Old-age Pension.
• Non-cumulation – The Total Disability Pension cannot be cumulated with other pensions of the Mandatory Social Protection, except the following:
  1. Survival Pension;
  2. Family Allowance;
  3. Breastfeeding Allowance.

In addition, the pensioner cannot receive any income as employee or independent service provider.

• Old-age Pension – The Total Disability Pension is converted into Old-age Pension when the pensioner reaches the retirement age. The Old-age Pension amount will be the same as the Total Disability Pension.
• Proof of life – The pensioner is required to comply with the following:
  1. Make a “proof of life” on an annual basis;
  2. Proof of total disability every 5 years for a maximum of 20 years.

This will be done before the Disability Verification Center.

Payment of the pension will be suspended in case the above is not complied with.

By way of Order 7/24, of 20 December 2024, the Angolan Central Bank (BNA) published the Operational and Prudential Regulations applicable to Development Banks. Below is a summary of the Regulations:

• Purpose – Development Banks are engaged in providing medium and long-term financing to the private sector to support projects aimed at the economic and social development of Angola. Development Banks may also finance government/public projects.
• Permitted Activities – Development Banks may engage in the following specific activities:
  1. Finance projects aimed at increasing domestic production of goods and services and supporting domestic producers;
  2. Invest in strategic projects to improve production chains;
  3. Invest/manage the financial resources of Public Funds;
  4. Provide training and technical assistance to SMEs (small and medium enterprises);
  5. Finance projects to increase the export of Angolan products and services;
  6. Finance projects for scientific and/or technological research and education;
  7. Finance private projects in the areas of health, education, sports, housing, food production, environment, rural development, urban services and social projects;
  8. Support Angola’s industrial capacity.
• Prohibited Activities – Development Banks may not engage in the following activities:
  
  1. Receive deposits;
  2. Open accounts for local government entities;
  3. Manage Investment Funds;
  4. Invest in real estate, except purchase of assets for own use;
  5. Any operations in the capital markets;
  6. Finance, provide guarantees or invest in any financial institutions, or real estate companies/brokers
• Financing – Development Banks may seek financial resources from any national or international sources. They may only finance Angolan companies/nationals.
• Governance – Development Banks are subject to the governance rules contained in BNA Order 1/22, of 28 January 2022.
• Own Funds Requirements – Development banks are subject to the following own funds requirements:
• Regulatory Own Funds Ratio – 6%
• Tier 1 Own Funds Ratio – 4%
• Tier 1 Principal Own Funds Ratio – 2.5%
• Leverage Ratio – 5%
• Trading – The trading book/portfolio of Development Banks cannot exceed 10% of their total assets.
• Ownership of Non-Financial Companies – Development Banks may not own (directly or indirectly) more than 25% of any non-financial company for a period longer than 5 years.
• Liquidity Requirements – The following minimum liquidity requirements must be maintained:
• Local Currency Liquidity Risk Ratio – 10%
• Local Currency Observation Ratio – 100%
• Foreign Currency Liquidity Risk Ratio – 50%
• Foreign Currency Observation Ratio – 150%
• Reporting to BNA – Development Banks must report prudential and accounting information to BNA as provided in specific legislation.
• Accounting – Development Banks must adopt the Accounting Regulations applicable to Banking Financial Institutions (Plano de Contas das Instituições Financeiras Bancárias).
• External Audit – They are subject to BNA Order 12/23, of 4 December 2023.
• IT systems – Development Banks must implement IT systems which is capable of generating and storing accurate, reliable, complete and timely information about their activities.
  Existing Development Banks must bring themselves in full compliance with these Regulations within a period of 90 days.

Presidential Legislative Decree 8/24, of 20 November 2024, created a Legal and Fiscal Regime applicable to Incremental Production in Mature Oil Blocks and projects in Undeveloped Development Areas. Below is a summary of PLD 8/24:

1. Scope: PLD 8/24 is applicable to the Incremental Production arising:

(i) In a Mature Block;
(ii) From projects in Undeveloped Development Areas.
The above must occur in a block located offshore Angola.

2. Definitions:

“Mature Block” – a block which contains 50% or more of Mature Development Areas. A Mature Development Area is defined as containing 50% or more of Mature Fields. A Mature Field is defined as an oil field where the accumulated production has reached 70% or more of the Total Estimated Volume of 1P Reserves. 1P Reserves must be certified by an independent auditor and approved by the Angolan authority.

“Incremental Production” – positive difference between the crude oil volume produced in a field in a given month and the forecasted volume in the same month corresponding to the Field Reference Curve. The Field Reference Curve or Reference Production is defined as the forecasted production agreed between the National Concessionaire (ANPG) and the Operator taking into account the field’s historical production decline, the approved work program and investment commitments and the certified reserves report.

“Project in Undeveloped Development Area” – project to develop a discovered field in a producing block which warrants the creation of a new development area.

“Large Production Field“ – field located in a Mature Block in water depth up to 750 meters which produces 50.000 or more barrels per day, or in water depth exceeding 750 meters which produces 70.000 or more barrels per day.

3. Production Incentives: The Operator may submit to the National Concessionaire a request for incentives for the Incremental Production in the following cases:

(i) Project in a Mature Blocks with an estimated maximum 25% Internal Rate of Return (IRR) under the existing contractual and fiscal terms;
(ii) Project in an Undeveloped Development Areas in a field without prior commercial production with an estimated minimum 25% IRR (on a standalone basis separate from the adjacent DAs) under the existing contractual and fiscal terms.

The National Concessionaire will set annually (by February) the oil barrel price to be considered to calculate the IRR. The first price set in PD 8/24 is USD 60/barrel.

A number of technical and financial/economic documents must be supplied by the Operator to support the request.

The National Concessionaire will review the request and submit it to the Ministry of Mineral Resources and Petroleum (MIREMPET) for final approval.

The respective petroleum contract covering the block (typically, a Production Sharing Contract (PSC)) will be amended as necessary to reflect the production incentives granted. The incentives are effective from the month following the initial work undertaken under the Development and Production General Plan.

4. Tax Incentives: The following tax incentives may be given to the Incremental Production projects:

(i) Petroleum Production Tax (Royalty) – reduced to 15%;
(ii) Petroleum Income Tax – reduced to 25% in Production Sharing Contracts and 55.75% in Association Contracts.

The tax incentives are only applicable to the Incremental Production (the baseline production remains subject to standard tax). The taxable income assessment and tax compliance obligations of Incremental Production projects are done completely separate from the other Block activities.

As an exception, the Large Production Fields are not eligible for any tax incentives.

5. Cost Oil and Production Sharing: For fields other than Large Production Fields, the Incremental Production share of the National Concessionaire is decreased (and the share of the Contractor Group/Operator is increased accordingly), from the baseline share split set out in the respective PSC, in accordance with a set formula. In addition, the cost oil cap is increased by 15%, up to a maximum of 70%, in the case of:

(i) Projects in Undeveloped Development Areas;
(ii) Mature Blocks where the potential cost recovery exceeds USD 10 per barrel.

For Large Production Fields, when the accumulated production reaches the Reference Production, the cost oil cap is increased as follows:

Provided that the cost oil cap shall not be higher than 75% in any event.

Provided that the National Concessionaire share cannot dip below 20%.

6. Recovery of Exploration Well Costs: The costs incurred with Exploration Wells will be recovered in accordance with the following rules:

(i) All Exploration Well costs, whether they lead to petroleum discovery or not, can be recovered against any existing or future production from any Development Area in the respective block, in the case of a PSC, or de ducted for tax purposes, in case of an Association Contract;
(ii) In the event an Exploration Well is completed as a production or injection well, only the costs related to such completion will be included in the development costs bucket;
(iii) The National Concessionaire must approve any Exploration Well drilling under PD 8/24.

7. Management Committee: The National Concessionaire will set up a dedicated Management Committee to implement the Incremental Production objectives within 30 days of PD 8/24 coming into force.

8. Pending requests: Any requests for Incremental Production incentives in relation to Large Production Fields submitted prior to PD 8/24 shall be considered by the National Concessionaire provided the IRR is less than 25%.

9. Existing Contracts: The existing petroleum contracts shall remain fully valid and effective; however, these contracts may be amended to adjust to the terms of PD 8/24 as necessary.

10. Entry into force: PD 8/24 is applicable from its publication date: 20 November 2024.

For more information about PD 8/24, please contact Rui Amendoeira at rui.amendoeira@onelegal.pt.

Presidential Decree 216/24, of 21 October 2024, approved the Investment Policy of the Angolan Sovereign Fund (Fundo Soberano de Angola, FSDEA). Here is a summary of PD 216/24:

Objectives: The main objectives of the FSDEA are the following:

• Save and transfer wealth to future generations of Angolans;
• Maximize financial returns;
• Manage resources allocated by the state for specific purposes, such as fiscal stability and development of national infrastructure projects.

Investment Principles: The FSDEA shall achieve financial returns while protecting its capital, and its investments shall be aimed at:

• Increasing national wealth through prudent investments based on the best risk/reward balance;
• Creating additional sources of income to Angola and ensure the wealth transfer between generations.

Independence: The FSDEA is totally independent from the state administration and bodies.

Asset Allocation: The FSDSE investment portfolio shall be allocated as follows:

1. Between a minimum of 20% and a maximum of 50% will be invested in fixed income securities issued by sovereign entities of predominantly G7 countries, or companies or financial institutions with investment grade rating;
2. A maximum of 50% will be invested in variable income securities;
3. A maximum of 50% for alternative investments.

Petroleum investments: Investments in petroleum assets shall not exceed 5% of the fund’s assets.

Alternative investments: The fund may invest in alternative investments, including private equity and venture capital.

Hedging: The fund may use hedging instruments, including derivatives, to hedge the risk of its investments.

Leverage: In special cases, the fund may use leverage for its investments up to a maximum of 5% of the fund’s capital.

Reinvestment: Investment returns shall be used primarily for reinvestment. They may also be used for development and social responsibility projects.

Currency: Investments shall be made primarily in US Dollars, although investments in other currencies are also possible.

Risk Management: The Board of Directors of the fund shall approve a Risk Management Policy.

Asset Managers: The fund may hire external asset managers who meet the following requirements:

1. More than 10 years’ experience in at least one G7 economy;
2. Subject to the authority of a regulatory body;
3. Not targeted in any criminal investigation;
4. With assets under management of at least USD 3 billion.

The same asset manager cannot manage more than 30% of the fund’s global portfolio.