Travel agencies are subject to new regulations (“Regulations”) adopted by Presidential Decree 72/24, of 15 March 2024. Below are the Regulations highlights:

1. Angolan travel agencies can provide the following main services:

• Organize touristic trips/tours;
• Make reservations in hotels and other accommodation;
• Sell transportation tickets;
• Represent foreign travel agents;
• Provide support and assistance to customers (airport pick up, transportation, hotel check-in/out, etc).

2. Travel agencies can provide the following accessory services:

• Obtain passports, visas or other travel documents;
• Organize events such as conferences, seminars, congresses, summits, meetings, etc;
• Sell event tickets;
• Provide advice and assistance on foreign exchange transactions;
• Assist customers in rent-a-car contracts;
• Sell travel insurance;
• Sell touristic guides;
• Provide touristic transportation;
• Assistance in museum, monuments and historical visits.

3. Travel agencies are sub-classified as:

• Travel and Tourism Agencies;
• Tourism Agencies;
• Tourism Operators.

4. Travel agencies must obtain a license to be issued by:

• The Ministry of Tourism in case of Travel and Tourism Agencies;
• The Provincial Government in case of Tourism Agencies;
• The Local Administration in case of Tourism Operators.

Licenses are valid for 5 years (renewable).

Existing licenses will remain in force. However, they must be adjusted to the requirements of the new Regulations within 90 days.

Travel agencies must post a bond to the licensing entity and take out insurance for their activities. The bond and insurance minimum amounts are set by separate instrument.

Each travel agency must appoint a duly qualified “Technical Director” (Director Técnico). Technical Directors can only work for one travel agency.

5. Licensing entities (Ministry of Tourism, Provincial Government of Local Administration) must keep an updated recorded of licensed travel agencies containing the following minimum information (among other elements):

• Travel agency name;
• Taxpayer number;
• Activity description;
• Location of head office and other offices;
• Names of directors and managers;
• Brand name(s) used by the agency;
• Amount and form of bond(s) provided.

Travel agencies must have a dedicated offices(s), exclusively used for their activities. The licensing entity may authorize other activities to be carried out in the same office provided they do not pose a conflict with the travel & touristic activities.

Travel agencies may have sale desks in hotels, airports, railway stations, port terminals, shopping centers or similar places.

Duly identified staff of travel agencies may have access to the inside areas of airports, ports, railway stations, marinas, customs offices and similar places.

All travel agency offices must have a “Complaints Book” which must be immediately made available to customers upon request.

6. In case of international tourism trips, the travel agency must provide in writing the following information to its customers prior to departure:

• Any visa or passport requirements;
• Health requirements;
• Information on medical assistance in case of illness or accident.

This information may be included in the Trip Program.

Visits to museums, monuments, classified places, historical centers, etc, must be accompanied by a touristic guide.

7. Travel agency contracts must include the following minimum information:

• Details of the travel agency;
• Trip price (including reservation/upfront payment and subsequent payments if applicable) and date;
• Trip itinerary and duration of each stay;
• Participants;
• Accommodation details;
• Transportation details;
• Visits, excursions and other services included in the price;
• Optional services not included in price;
• Trip insurance details;
• Other specific items requested by customer and accepted by agency;
• Customer complaint terms and maximum penalties to travel agency in case of breach of contract.

Customer may be substituted by another person (who meets the trip requirements) until 7 days before the start of the trip (or 15 days in case of cruises or long-haul flights).  However, customer remains jointly liable for payment of the trip price.

Customer may cancel the trip at any time prior to departure. The travel agency must reimburse customer of any amount(s) paid, less an amount not exceeding 15% of the price and any appropriate costs incurred by the agency.

If customer is unable to complete the trip for reasons beyond his/her control, the travel agency must provide assistance to the customer until the point of departure or arrival.

Hotels and other touristic establishments cannot engage in anti-competitive practices, among themselves or in collusion with travel agencies.

Hotels and other touristic establishments must inform travel agencies in advance in case they post direct rates cheaper than rates charged to such agencies.

Unless otherwise agreed between the hotel and the travel agency, payment by the travel agency must be made within 30 days of check-out.

8. Hotel reservations may be cancelled by the travel agency without penalty if the cancellation is communicated in writing to the hotel:

• 15 days in advance if more than 50% of the reservations are cancelled;
• 10 days in advance if more than 25%, but less than 50%, of the reservations are cancelled;
• 5 days in advance if less than 25% of the reservations are cancelled or in case of individual reservations.

Provided the above advance notice is observed, the hotel must refund the travel agency in full.

The previous travel agency regulations contained in Presidential Decree 232/15, of 30 December 2015, are revoked.

Rui Amendoeira, OneLegal Partner.

By way of Order 1/24, of 21 February 2024, the Angolan Central Bank (BNA) has issued guidelines for the “Recovery Plans” to be submitted by financial institutions (banks) under the Financial Institutions Law. Below is an outline of Order 1/24:

1- The Recovery Plan must be submitted annually to BNA until 30 June of the year following the year to which the plan refers.

2- The Recovery Plan must have been audited by an independent audit firm.

3- Banks may apply for a dispensation from submitting the Recovery Plan by a duly grounded request to BNA presented by no later than 30 April. The dispensation is valid for 1 year only and may be cancelled at any time by BNA in case the circumstances that justified the dispensation cease to exist.

4- The Recovery Plan must provide for measures allowing the bank to restore its viability in periods of financial stress, including, without limitation, the following:

• Increase of equity or liquidity ratios;
• Asset disposal;
• Debt refinancing;
• Debt restructuring;
• Financial support from Intra-group entities;
• Access to external liquidity lines;
• Changes to business model or organizational or functional modifications.

The plan must contemplate concrete measures to, inter alia, restructure business verticals, merge or spin of business units, debt restructuring including conversion of debt into equity, identification of disposable assets, etc, including a risk assessment of such measures.

5- The bank is required to revise/update the Recovery Plan in the following cases:

• Any of the circumstances/assumptions under which the plan was prepared have changed so as to cause a material impact on the plan’s execution;
• The bank has suffered a financial, structural or organizational modification which has a material impact on the plan;
• Upon request by BNA.

An updated plan must be submitted within 30 days of the above events.

6- Banks must implement systems to monitor implementation of the Recovery Plan, including risks monitoring, changes to the bank’ economic or liquidity situation, market and business model modifications, among others.

7- Banks must have systems in place that allow for the timely generation of information and the sharing of such information to BNA as necessary: this includes information on (i) risks associated with intra-group loans or other transactions; (ii) liquid assets of parent company and subsidiaries, (iii) any off-balance sheet activities or transactions, (iv) exposure levels to major clients and other banks.

Rui Amendoeira, OneLegal Partner.

The Angolan government has approved its financing strategy for 2024-2026 (the “Strategy”) through Presidential Decree 52/24, of 15 February 2024. Below are the Strategy highlights:

The Strategy encompasses the so-called “direct public debt” (internal and external) which includes:

• Debt of Central Government;
• Debt of State-owned companies Sonangol (national oil company) and TAAG (flag carrier);
• Sovereign Guarantees issued by the government.

The Strategy will maintain the measures adopted in the 2022-2024 period, including:

• Prioritize debt instruments which reduce the risk of fluctuations in the interest rate or oil price;
• Not use debt instruments which are indexed to a hard currency (USD or Euro) to Kwanza (Angolan currency) exchange rate;
• Extend maturities of debt instruments;
• Reduce the number of Angolan debt instruments in circulation;
• Increase the size of debt instrument lots;
• Maximize concessional loans;
• Improve transparency with national and international investors.

In addition, for the period 2024-2026 the following new measures will be pursued:

• Promote sustainable financing based on ESG principles and which can achieve the Sustainable Development Goals (SDG);
• Avoid financing collateralized by oil or other commodities;
• Minimize short-term debt;
• Maximize external financing with long maturities (15-20 years);
• Seek grace periods of at least 5 years.

The Strategy aims to achieve the following debt indicators by 2026

Rui Amendoeira, OneLegal Partner.

By way of Presidential Decree 51/24, of 6 February 2024, the Angolan government has adopted Regulations on mining and oil and gas activities (“Activities”) in Environmental Protected Areas. Below are the Regulations highlights:

No Activities may take place in Full Natural Reserves (as defined in Law 8/20, of 6 April 2020 and Presidential Decree 50/24, of 2 February 2024).

Activities in Protected Areas (other than Full Natural Reserves) must respect a detailed list of environmental requirements as set out in the Appendix to the Regulations. These include 37 measures, broken down between exploration, production and site abandonment activities, dealing inter alia with the following topics:

• Seismic activities
• Sample collection
• Installation/dismantling of infrastructure
• Pipeline laying
• Water use
• Sand removal
• Soil contamination
• Waste disposal
• Noise
• Lightning
• Fencing
• Vehicle speed limits
• Protection of wildlife
• Fauna and flora protection
• Technical staff
• Awareness and training
• Site abandonment and relinquishment

In order to carry out Activities in a Protected Area (other than a Full Natural Reserve), the mineral rights holder, or the National Concessionaire (ANPG) and the respective operator, in case of oil and gas exploration, must obtain a Protected Area Access Declaration from the Ministry of Environment. Provided no legal impediment exists, the Declaration is issued within 8 business days.

The Protected Area Access Declaration is valid for a period of 5 years, renewable for equal periods of time.

The companies carrying our Activities in Protected Areas must observe the following general environmental obligations (in addition to those described above):

• Install infrastructure and equipment in accordance with the requirements of environmental legislation;
• Use surface and underground water also in accordance with the requirements of environmental legislation;
• Provide financial (and other) support to programs for conservation and protection of biodiversity;
• Protect the wellbeing and cultural heritage of local communities;
• Implement plans to prevent and fight forest fires;
• Carry out an environmental audit prior to relinquishing the area;
• Bear any costs of environmental restoration of the area, including environmental impact studies, environmental licensing and audits.

Companies are subject to the general surveillance of the Ministry of Environment and the Ministry of Natural Resources, Petroleum and Gas, together with the respective Regulatory Agencies;

Companies must submit quarterly reports on mitigating environmental measures adopted to the following entities:

• Ministry of Environment;
• Ministry of Natural Resources, Petroleum and Gas;
• National Institute of Biodiversity and Conservation (Instituto Nacional de Biodiversidade e Conservação);
• National Agency for Petroleum and Gas (ANPG);
• National Agency for Mineral Resources (Agência Nacional de Recursos Minerais);
• Provincial Government of the exploration site.

The fees charged for environmental licensing of Activities carried out in Protected Areas are allocated as follows:

• 40% for the Treasury;
• 30% for the National Institute of Biodiversity and Conservation;
• 20% for the National Environment Fund;
• 10% for the local communities.

The fines applied for violation of the Regulations are allocated as follows:

• 40% for the Treasury;
• 20% for the National Institute of Biodiversity and Conservation;
• 20% for the National Environment Fund;
• 10% for the local communities;
• 5% for the agent who applied the fine;
• 5% for the person who reported the infraction (if applicable).

Rui Amendoeira, OneLegal Partner.

Law 8/20, of 16 April 2020, – the “Environmental Protected Areas Regulations” – created a National Network of Protected Areas (Rede de Áreas de Conservação Ambiental). Regulations of Law 8/20 have now been enacted by way of Presidential Decree 50/24, of 2 February 2024. Below are the Regulations highlights:

• Protected Areas may be created in any part of Angolan territory and the Economic Exclusive Zone by proposal of the Ministry of Environment. A Protected Area must be instituted by way of a statute;
• Protected Areas are classified as follows:

(i) Natural Reserves;
(ii) Natural Parks;
(iii) Natural Monuments;
(iv) Habitat or Species Management Sites;
(v) Protected Landscape.

• Natural Reserves are sub-classified as follows in terms of the human occupation and economic activities that may be carried out therein:

(i) Full Natural Reserve – No human occupation may exist;
(ii) Partial Natural Reserve – Human occupation and economic/military activities may exist, except hunting and fishing;
(iii) Special Natural Reserve – No human occupation may exist, except for sustainable activities in support of local communities.

• No hunting, fishing or natural resources extraction activities can be carried in Natural Parks, except for scientific purposes or a State’s strategic economic activity.
• Natural Monuments include trees, lakes, rocks or mountains with an important ecologic, aesthetic, historical or cultural value.
• Habitat or Species Management Sites include swamps, wetlands, river estuaries, reservoirs, bays and coastal areas in general.
• Natural Reserves and Natural Parks are administered by the Ministry of Environment.
• Natural Monuments, Habitat or Species Management Sites and Protected Landscape are administered by the Provincial Governments or municipalities.
• Protected Areas may be open to ecotourism activities, except Full Natural Reserves.
• Ecotourism activities are subject to 15-year concession contracts for National Parks, and 10-year concession contracts for Natural Reserves.
• Certain public infrastructures may be build/installed in Protect Areas, including electricity transmission lines, telecom antennas, wildlife observatories, tourism piers, border control installations, gas stations, airstrips, roads, etc.
• The following constitute serious violations of a Protected Area:

(i) Illegal exploitation of natural resources;
(ii) Unauthorized hunting;
(iii) Commercial fishing;
(iv) Large scale deforestation;
(v) Carbon extraction;
(vi) Industrial/large scale agriculture;
(vii) Forest fires;
(viii) Any corrupt activities.

• Each Protected Area must adopt a symbol from a representative species of the area.
• Protected Areas must be clearly marked and identified, and may be fenced in certain circumstances.
• Each Protected Area is ruled by a 10-year Management Plan.
• Each Protected Area has its own budget funded by the following resources:

(i) Allocations from the State Budget;
(ii) Fines;
(iii) Fees, including from ecotourism concessions;
(iv) Gifts and donations;
(v) Other revenues from national/international protocols and agreements aimed at promoting biodiversity.

Rui Amendoeira, OneLegal Partner.

By way of Order 13/23, of 14 December 2023, the Angolan Central Bank (BNA) has issued regulations on forward foreign exchange transactions to take place between banks and their clients. Below is an outline of the new rules:

1- A forward foreign exchange transaction is defined as a transaction between a bank and a client providing for the purchase/sale of an agreed amount in Angolan currency (Kwanza) at a set date in the future in exchange for the sale/purchase of an agreed amount in a foreign currency at an exchange rate agreed at present.

2- Banks can only enter into forward forex transactions with the following clients:

• Importers;
• Exporters;
• Oil companies;
• Diamond companies;
• State entities.

On an exceptional basis, banks may enter into private forward forex transactions with their individual clients.

3- The forward forex transaction must be exclusively aimed at covering/hedging the foreign exchange risk associated with specific import or export operation.

4- Forward forex transactions may involve the Angolan currency – Kwanza – and any freely convertible foreign currency.

5- The maximum term of a forward forex transaction is 1 year for corporate clients and 6 months for individual clients.

6- The general clauses of forward forex contracts must follow the template contained in Appendix I to Order 13/23.

7- The particular clauses of forward forex contracts must contain the minimum information described in Order II to Order 13/23.

8- All transactions in excess of USD 50.000 must be registered in the Bloomberg FXGO platform. In any event, banks must ensure that all forward forex transactions are duly registered in their systems.

9- The bank may request that the client provides a guarantee to secure a forward forex transaction.

10- The client must have funds available in its account to settle the transaction at least 2 business days prior to the settlement date.

11- The bank must inform the client, on a monthly basis, of all pending forward forex transactions with a description of the main terms of each transaction.

The previous BNA Order 22/20, of 27 November 2020, was repealed and replaced with BNA Order 13/23.

Rui Amendoeira, OneLegal Partner

The Angolan Central Bank (BNA) released a new regime for the provision of external audit services to financial institutions by way of Order 12/23, of 4 December 2023. Below is an outline of the new regime:

• BNA Order 12/23 is applicable to the financial institutions operating in Angola and the holding companies which are subject to BNA supervision under the Financial Institutions Law (Law 14/21, of 19 May 2021);
• Financial institutions must be audited by an External Auditor at least once a year, except in the case of banks which must be audited every six months. In addition, BNA may request extraordinary audits at any time;
• The External Auditor is appointed on the basis of a proposal submitted by the financial institution’s Audit Committee which is approved by the Shareholders Meeting. The contract with the External Auditor is entered into by the Board of Directors;
• The External Auditor of banks must be an audit firm licensed to operate in Angola under the Audit and Accounting Regulations, Law 3/01, of 23 March 2001;
• The External Auditor of non-banking financial institutions may be an audit firm or an individual auditor licensed under the same regulations (unless the institution’s annual turnover exceeds Kz. 4.000.000.000,00 in which case an audit firm must be appointed);
• The External Auditor must produce reports on:
  • The financial statements;
  • Other accounting matters to be defined in specific legislation.
• The audit report prepared by the External Auditor must be attached to the respective financial statements and submitted to the Shareholders Meeting for approval at least 30 days in advance;
• The External Auditor must inform BNA of any issues which may impact its audit report, and otherwise must report to and discuss with BNA any adverse findings;
• The External Auditor must prepare and submit to BNA a comprehensive report on the audited financial statements, which must include the minimum information listed in Order 12/13.
• The main focal point of the External Auditor within the financial institution is the Audit Committee;
• The External Auditor must be totally independent in performing its work, which includes respecting, inter alia, the following principles:
  • The External Auditor cannot provide to the financial institution, during the audit period or in the prior 12 months, any tax advisory or reporting services, preparation of financial statements, bookkeeping, salary processing, internal controls and risk management, legal services, human resources services, cost control, among others, and otherwise it cannot participate in any management decisions of the financial institution;
  • The External Auditor cannot have any, direct or indirect, financial interest in the financial institution;
  • The External Auditor cannot be a member of, or otherwise participate in any management body of the financial institution, including those responsible for compliance, internal auditing and risk management.
• The audit teams cannot include any person who has served in a statutory body of the financial institution in the 24 months prior to the auditing work;
• Financial institutions must change their External Auditor after a maximum of 4 years. A minimum period of 4 years must lapse before the same External Auditor can be reappointed;
• BNA may request that a financial institution changes its External Auditor in case:
  • the External Auditor does not have the aptitude, capacity or experience required to performed the job;
  • the External Auditor is not independent;
  • the mandatory reports have not been produced through fault of the External Auditor.

Rui Amendoeira, OneLegal Partner

The bids for the 2023 Licensing Round were opened last week in Luanda. A total of 22 companies submitted bids, of which 12 are foreign and 10 Angolan. The blocks that attracted more interest were KON15, CON8 and KON19 which received 12, 10 and 8 proposals respectively. No bids were submitted for KON1, KON3 and KON14. ANPG will now proceed to evaluate the bids until 31 December 2023. An announcement on the winning bids is expected shortly thereafter.

Below is a list of the companies that submitted bids (noting whether the bid is for “operator” or “non-operator”).

BLOCK CON 2

Operator

Etu Energias

Soconinfa

Walcot Group

Non-Operator

Effimax Energy, Lda

Monka Oil

Simples Oil

BLOCK CON 3

Operator

Kebo Energy

Index Petrolube

Non-Operator

None

BLOCK CON 7

Operator

Ace Consults

Kebo Energy

Index Petrolube

Non-Operator

Enagol, Lda

BLOCK CON 8

Operator

Ace Consults

Etu Energias

Kebo Energy

Tusker Energy

Non-Operator

ANM Energy/Quimene

Effimax Energy, Lda

Enagol, Lda

Gesp Energy

Monka Oil

Simples Oil

BLOCK KON 1

No bids

BLOCK KON 3

No bids

BLOCK KON 7

Operator

5C Oil & Gas

Non-Operator

Enagol, Lda

BLOCK KON 10

Operator

5C Oil & Gas

Whazimi Investment

Non-Operator

Soconinfa

BLOCK KON 13

Operator

Intank Group

Serinus Energy

Simples Oil

Whazimi Investment

Non-Operator

Effimax Energy, Lda

Sonangol

BLOCK KON 14

No bids

BLOCK KON 15

Operator

5C Oil & Gas

ACREP, SA

Apex/Corcel

Kebo Energy

Serinus Energy

Simples Oil

Sonangol

Transoceanic Group

Tusker Energy

Non-Operator

Afentra

ANM Energy/Quimene

Intank Group

BLOCK KON 19

Operator

5C Oil & Gas

ACREP, SA

Kebo Energy

Transoceanic Group

Tusker Energy

Whazwimi Investment

Non-Operator

Afentra

Enagol, Lda

If you have any questions, please get in touch with Rui Amendoeira at rui.amendoeira@onelegal.pt

Presidential Decree 213/23, of 30 October 2023, enacted a new “Legal Regime to Incentivize Domestic Production”. Highlights of the new regime:

DP 213/23 is applicable to the following entities:

• Domestic producers of “consumer goods” and “made in Angola” products;
• Wholesalers and retailers which aggregate domestic goods/products;
• Importers of consumer goods;
• Public entities.

The Ministry of Industry and Commerce will define the list of “consumer goods” covered by DP 213/23. This list may be updated from time to time;

The state must support the installation of factories and other industrial facilities for the processing and improvement of consumer goods produced domestically;

Wholesalers and retailers which aggregate domestic goods/products are eligible to obtain incentives from the state, including access to credit in favorable terms;

The above is also applicable to cooperatives or “alliances” of domestic producers, wholesalers, retailers and other entities;

The importation of goods and products is subject to authorization from the Ministry of Economy. In order to obtain an authorization the importer must have consulted the local market first, and agree to acquire any available local production or otherwise engage in initiatives to promote or support such production;

Public entities must acquire goods/products made in Angola on a preferential basis. Importation is only permitted in case the goods/products are not available in Angola;

The Ministry of Industry and Commerce must collect and publish, on an annual basis, a forecast of:

• The supply needs of domestic producers to be imported from abroad;
• The consumer goods to be imported from abroad.

This information must be made available by no later than 15 September each year.

Domestic producers must upload information on the Ministry of Industry and Commerce portal regarding their production (types of goods/products, quantities and prices).

Presidential Decree 23/19, of 14 January 2019, is repealed.

PD 213/23 is effective 90 days from its publication (on 29 January 2024).

Rui Amendoeira, OneLegal Partner