Angola: Holding Companies Legal Regime

Promulgated on July 30, 2026, Presidential Legislative Decree 5/26 introduced Angola’s new legal framework for Holding Companies (“Sociedades Gestoras de Participações Sociais” or “SGPS”). Below is an outline of the Holding Company regime:

Purpose: The exclusive corporate purpose of a holding company is the acquisition, ownership, and management of equity stakes in other companies, subject to the following cumulative conditions:
Minimum Holding Period: The equity stake must be maintained for a continuous period exceeding one year.

Minimum Voting Rights: The investment must represent at least 10% of the target entity’s voting rights, held either directly or indirectly through subsidiaries controlled by the SGPS. By way of exception, a holding company may hold an equity stake below the 10% voting rights threshold in the following cases:

1. The aggregate value of all stakes below 10% does not exceed 30% of the total value of the holding company’s qualifying investments (those equal to or exceeding 10%); or;
2. The equity stake complies with the minimum thresholds established by the Angolan Securities Market Commission (CMC); or
3. The equity stake results from a merger, spin-off or any other form of corporate restructuring of the target company.

Requirements: The holding company must satisfy the following requirements:

1. Be incorporated under the laws of the Republic of Angola;
2. Maintain both its registered office and effective management within Angola;
3. Adopt the legal structure of a joint stock company (“Sociedade Anónima” or “S.A.”);
4. Issue share capital represented exclusively by registered shares;
5. The Articles of Association/Bylaws must state that its exclusive corporate purpose is holding and managing equity stakes (certain restrictions may be imposed on the eligible target companies);
6. Include the designation “Sociedade Gestora de Participações Sociais” or the acronym “SGPS” in its corporate name.

Foreign Companies: The holding company may acquire and hold equity stakes in companies incorporated outside of Angola.

Intra-Group Services: The holding company may provide management services to any or all of its investee companies. All such services must be remunerated and formalized through a written contract.

Prohibited Operations: The holding company is prohibited from:

1. Acquiring real estate, except for its own use, or for the use of its investee companies, or as result of debt recovery or investee company liquidation;
2. Extend loans, except to investee companies which are controlled by the holding company.

An investee company is prevented from acquiring shares in its respective holding company, except in the limited cases expressly permitted by the Company Law.

Supervision: Holding companies are subject to the regulatory supervision of the Securities Market Commission (“CMC”). Holding companies shall submit an annual report to the CMC detailing their portfolio of companies.

Auditing: Holding companies must appoint an external auditor registered with the CMC.

Fees: Holding companies shall be subject to the payment of fees to the CMC for regulatory actions and services rendered.

Penalties: Penalties for breach of PLD 5/26 shall range from AOA 2.000.000 to AOA 50.000.000 in case of negligence, and from AOA 10.000.000 to AOA 500.000.000 in case of willful misconduct.

Proceeds from penalties shall be allocated to the CMC (60%) and the Treasury (40%).

Grace Period: Existing holding companies shall have a grace period of 180 days to achieve full compliance with the new law.