NOTÍCIAS

Angola: New Economic Activity Delimitation Law

Angola: New Economic Activity Delimitation Law

Published in furtherafrica.com

 

On the past day 18 October 2021, the new Economic Activity Delimitation Law no. 25/21 came into force in Angola, revoking the Law no. 5/02 of 16 April.

This new Law came along with the purpose to highlight the right of free enterprise and cooperative initiative recognized in the Constitution for all private entities, with the State playing the role of economy regulator and coordinator of harmonious national economic development, without prejudice to its action in areas of public reserves, absolute and relative.

This new Law only has 11 articles in contrast with the 18 articles of the old Law.

In the old Law there was an article about the private sector that mentioned free private initiative, however, in the new Law, article 4 points up the free private initiative, mentioning that the general regime for access to Economic Activity in the Republic of Angola is that of free private economic and entrepreneurial initiative, without prejudice, to the provisions of the absolute and relative reserves of the State.

It also mentions that the State shall protect, and respect private property and free economic and entrepreneurial initiative exercised under the terms of the Constitution and this Law.

The access to Economic Activity is permitted, both national citizens and foreign citizens, under equal equality of circumstances, under the terms of the Law.

Another change that is relevant it is article 7 of the new Law that widens the spectrum of activities that constitute the relative reserve of the State, taking into account that one of these activities were considered in the old Law as absolute reserve of the State.

Therefore, the activities that were added are:

• Exploration of environmental conservation areas;
• Exploration of tourism development poles; and
• Management and valorization of solid waste from public deposits;

The activity that was considered as absolute reserve of the State and now is considered a relative reserve is the production, distribution, and commercialization of war material. In this way, the Law no. 25/21 came to update this regime.

Article by Duarte Marques da Cruz


Duarte Marques da Cruz is partner of the Portuguese law firm MC&A, specialised in international business advisory, with a special focus in Lusophone markets. With extensive experience in the Energy sector (Renewables and Oil & Gas) and in International Taxation, he has supported international companies in major upstream, midstream transactions and projects, including in implementing, exploration and development programs. Duarte has also supported international clients in other areas of practice, namely, Mining, Transport & Logistics, Regulatory Compliance and Mergers & Acquisitions in Mozambique, Angola and Portugal.
Through this Simplification Project, Angola shows to investors and economic players that intends to maintain its bet on the internal and external investment; on other hand, it is important to note that this simplification procedure is only at its beginning and is expected a wider range of facilitation in multiple public administration proceedings and regarding more sectors of the economy.

 

Mozambique announces 6th licensing round for 16 oil & gas offshore areas

Mozambique announces 6th licensing round for 16 oil & gas offshore areas

Published in furtherafrica.com

 

The Minister of Natural Resources, Max Tonela, announced on 27 October 2021 that the government of Mozambique may launch the 6th licensing round of sixteen (16) oil & gas offshore areas before the end of 2021.

Sixteen (16) licensing areas have been identified – five (5) in Rovuma Basin, seven (7) in Angoche, two (2) in Zambezi Delta and the last two (2) in the Save delta.

The plan is to launch the licensing round before the end of 2021 and finalize the selection and awarding processes by the first quarter of 2022.

Article by Duarte Marques da Cruz


Duarte Marques da Cruz is partner of the Portuguese law firm MC&A, specialised in international business advisory, with a special focus in Lusophone markets. With extensive experience in the Energy sector (Renewables and Oil & Gas) and in International Taxation, he has supported international companies in major upstream, midstream transactions and projects, including in implementing, exploration and development programs. Duarte has also supported international clients in other areas of practice, namely, Mining, Transport & Logistics, Regulatory Compliance and Mergers & Acquisitions in Mozambique, Angola and Portugal.
Through this Simplification Project, Angola shows to investors and economic players that intends to maintain its bet on the internal and external investment; on other hand, it is important to note that this simplification procedure is only at its beginning and is expected a wider range of facilitation in multiple public administration proceedings and regarding more sectors of the economy.

Angola approved a new Regulation on the Proceedings and Criteria for the Payment and Regularization of Late Debts

Angola approved a new Regulation on the Proceedings and Criteria for the Payment and Regularization of Late Debts

Published in furtherafrica.com

Entered into force on September 22, the new Regulation on the Proceedings and Criteria for the Payment and Regularization of Late Debts (debts whose payment is due from more than 90 days).

This Regulation is a strong effort from the Angolan Government to comply with its immediate purposes regarding the sustainability of public debt and finances, which demand a clear strategy for the regularization of late debts, and the definition of greater strictness and budgetary discipline.

The most relevant rules are the following:

  • Debts that occurred before 2019 shall be presented by all the direct and indirect state administration unities, with the homologation of the supreme body of each sector, to the Public Finances Ministerial Department, in 45 days from September 22. Debts from 2019 and subsequent years will be submitted according to the new Regulation proceeding;
  • From January 3, 2022, debts whose execution is not performed under State Financial Management Integrated System, will not be legally considered;
  • Late debts legally considered are only the debts incurred through public procurement proceeding, however, contracting that has not followed that proceeding may be considered in a case by case analysis and according to some principles;
  • Debts that have not arisen from public procurement rules may be regularized if the object of the contract was an undelayable public interest, it was foreseen in the National Development Program, the contract has been fully executed, and the value has been defined according to the market price;
  • In general, public companies and late debts that already have a regularization agreement, are not covered by these norms;
  • The payment of the regularized late debts depends on the validation by the General Inspector of State Administration and successive inclusion on the State Financial Programming, according to the indebtedness limits and the treasury availability in each economic year;
  • Each budgetary unit shall compile and organize the information regarding the debts with the mandatory documents, and then send it to the Ministerial Department responsible for the Public Finances, that will transmit to the State Administration General Inspection the debts that were not made under the State Financial Management Integrated System, and the General Inspection will analyze such debts and validate them or not;
  • The preferred form of payment will be the tax compensation, in which the credits over the State will be paid through compensation by tax credits over the companies;
  • In the regularization proceeding, the older debts will have a preference in the payment. Also, minor debts will have a preference when compared to debts of bigger amounts;
  • Creditors may transmit their credits to other entities, if are authorized by the debtor and their compliance with tax obligations is assured,
  • The state of each approval/validation proceeding will be available on the internet, through the Suppliers Portal.

With these new rules, Angola demonstrates its concern regarding the necessity of ending the tradition of non-quoted expenses and non-compliance with the applicable legislation. The approval of clear, transparent, and objective norms which establish the proceeding of regularization of State debts will benefit the suppliers of goods, services, and public works, permitting to eliminate one of the structural problems in the Angolan economy, which is the traditional delay of the Angolan State to pay its debts, what severely affects the State suppliers and their economic chain.

Article by Duarte Marques da Cruz


Duarte Marques da Cruz is partner of the Portuguese law firm MC&A, specialised in international business advisory, with a special focus in Lusophone markets. With extensive experience in the Energy sector (Renewables and Oil & Gas) and in International Taxation, he has supported international companies in major upstream, midstream transactions and projects, including in implementing, exploration and development programs. Duarte has also supported international clients in other areas of practice, namely, Mining, Transport & Logistics, Regulatory Compliance and Mergers & Acquisitions in Mozambique, Angola and Portugal.
Through this Simplification Project, Angola shows to investors and economic players that intends to maintain its bet on the internal and external investment; on other hand, it is important to note that this simplification procedure is only at its beginning and is expected a wider range of facilitation in multiple public administration proceedings and regarding more sectors of the economy.

Angola and Portugal approve protocol for national visas facilitation

Angola and Portugal approve protocol for national visas facilitation

Published in furtherafrica.com

Angola and Portugal approved, through Presidential Decree No. 240/21, a bilateral protocol to facilitate national visas, in common or ordinary passports, for youth mobility, health, and work reasons.

The two countries intend to facilitate the granting of long-term visas for academic, cultural, sporting, scientific, and technological purposes, as well as citizens seeking medical treatment and their companions, and they are valid for multiple entries, long-term, extendable, for the purpose that determined their grant. Under the Protocol, visas must be granted by the Signatories within a maximum of eight days from the date of application.

In addition, this protocol also includes long-stay work visas that are valid for multiple entries, in a period of thirty-six months, allowing the holder a continuous stay for periods of twelve to thirty-six months, extendable, for the purpose that determined its grant. According to the Protocol, this visa must be granted by the Signatories, within a maximum of thirty working days from the date of the application.

Long-term work visa beneficiaries are workers involved in investment projects, such as national reconstruction projects, contracted by public, private, or mixed capital companies from both countries.

Renewals or extensions require to ensure the stay of applicants in their territory until the end of the condition that determined the granting of the visa shall be granted by the competent local authorities of the two Signatories within 5 working days from the date of the application.

The Protocol shall take effect from the date of its signature, for five years, automatically and successively renewable, if it is not denounced by the Signatories.

Article by Duarte Marques da Cruz


Duarte Marques da Cruz is partner of the Portuguese law firm MC&A, specialised in international business advisory, with a special focus in Lusophone markets. With extensive experience in the Energy sector (Renewables and Oil & Gas) and in International Taxation, he has supported international companies in major upstream, midstream transactions and projects, including in implementing, exploration and development programs. Duarte has also supported international clients in other areas of practice, namely, Mining, Transport & Logistics, Regulatory Compliance and Mergers & Acquisitions in Mozambique, Angola and Portugal.
Through this Simplification Project, Angola shows to investors and economic players that intends to maintain its bet on the internal and external investment; on other hand, it is important to note that this simplification procedure is only at its beginning and is expected a wider range of facilitation in multiple public administration proceedings and regarding more sectors of the economy.

Angola and Portugal reviewed their Investment Protection and Promotion Agreement

Angola and Portugal reviewed their Investment Protection and Promotion Agreement

Published in furtherafrica.com

It was published in the Angolan Official Gazette on September 22, the new version of the Investment Protection and Promotion Agreement between Angola and Portugal, which was signed firstly on 2008.

The main modifications are the following:

  • The concept of investment which is relevant for the application of the treaty has changed, being considered investment all the assets invested by one party’s citizens in other party’s territory, according with that party’s legislation, not including investments in public debt;
  • Regarding disputes between a party and investors that are citizens of the other party, those disputes shall be settled by an arbitral court, which cannot pronounce regarding the legality of a law, regulation, proceeding, decision or administrative action;
  • The arbitral decisions will be recognized and enforced in national territory according with internal and international rules, namely with the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards;
  • Parties agreed that the Rules regarding Transparency of the United Nations Commission on International Trade Law are applicable to most part of the arbitral procedures between a party and citizens of the other party;
  • Arbitrators shall have specialized knowledge or experience regarding International Public Law and namely on International Investment Law;
  • Were established proceeding rules for the refusal of an arbitrator due to conflict of interests, and also conduct and deontological rules which bind the arbitrators, namely information duties on aspects related with their independence and impartiality;
  • Arbitrators shall not be involved in investment disputes related with disputes which they have analyzed, nor act as lawyer, witness or expert in any investment dispute of the same parties, for the period of three years after the end of the relevant arbitration;
  • Parties also agreed that they could not revoke their legislation regarding health, labor, and environment to foster investment, and agreed to encourage investors to adopt measures and policies connected with sustainable development and social responsibility;
  • Each party is able to not apply the advantages of the Agreement to investors who are controlled by third State investors, or which have not complied with internal or international rules regarding money laundering and terrorism financing;
  • The modification of legislation which affects an investor or his expectations does not constitute a breach to this Agreement.

This revision permits to adapt the Agreement to European Union investment policies which bind Portugal, and at the same time, updates the treaty with the last international developments regarding investment, what will reinforce the economic and investment relations between both countries and their citizens.

 

Mozambique: Proposed Amendments to the Commercial & Corporate Laws

Mozambique: Proposed Amendments to the Commercial & Corporate Laws

Published in furtherafrica.com

Since 2018, the date of the last amendment to the Commercial Code, a significant reform of the Mozambican commercial legislation is being studied. Thus, the new version of the legislation to be amended is under discussion. The following amendments have been proposed:

  1. the creation of a simplification and debureaucratisation regime related with the companies’ incorporation procedures, registration, organisation, operation, transformation and liquidation of commercial entrepreneurs;
  2. the improvement of the existing corporate types and the creation of new types of companies and/or businessmen;
  3. reviewing the rules governing commercial contracts
  4. reviewing the rules on debit securities; and
  5. reviewing the legal charges applicable to the process of incorporation of individual businessmen and commercial companies, in the national, regional and international context of the commitments assumed by the country within the scope of regional integration.

Commercial Code

In the case of the Commercial Code, the concept of business activity is now defined as: “the practice of organised acts for the production and/or circulation of goods or the provision of services, for profit.

Those who carry out a business activity as individual businessmen or a business company are considered to be businessmen.

Regarding the size of companies, the criteria were transferred from the specific Statute to the Commercial Code, with an alteration in the criteria for small companies, which are now considered to have five to ten workers, instead of the current maximum limit of forty-nine. Following on and accordingly, the criterion for medium-sized companies was also altered to harmonise with that of small companies, without prejudice to the increase in the turnover ceiling from MZN 29.270M to MZN 80M.

Regarding whom may perform commercial acts, the individual businessman is expressly provided for and is entitled to a much more detailed regime. The concept of individual businessman is established as being the natural person who professionally and habitually carries out business activities and whose turnover does not exceed 750,000.00 meticais. In the event the turnover is surpassed, the businessman is required to incorporate a commercial company.

Obtaining the individual businessperson status does not require any formality and may be granted upon registration at the Commercial Registry Counter, by means of a proper application.

Regarding the types of commercial companies, only one of the following types may be established:

  1. general partnership (sociedade em nome coletivo);
  2. limited partnership (sociedade em comandita);
  3. private limited liability company (sociedade por quotas);
  4. public limited liability company (sociedade anónima); or
  5. simplified joint stock company, this being an innovation in relation to the legislation still in force (sociedade por acções simplificada).

Regarding the company’s bodies, a new one is foreseen: the Company Secretary, which is merely optional. Its competences are:

  1. to act as secretary for the meeting of the governing bodies;
  2. to draw up the minutes and sign them together with the members of the respective governing bodies and with the Chairman of the General Meeting;
  3. to ensure that the signatures of the members or directors have been affixed to the documents by them and in their presence;
  4. to promote the registration and publication of corporate acts that are subject to registration or publication;
  5. certify the content, in full or in part, of the memorandum of association in force, as well as the identity of the members of the various company bodies and their powers;
  6. request legalisation and ensure that the company’s books are kept up-to-date and in good order;
  7. ensuring that all books that must be made available for consultation by a member or third party, do so for at least two hours each working day, during business hours and at the place of their storage indicated in the register;
  8. to initial all documentation submitted to the General Assembly and referred to in the respective minutes;
  9. to satisfy, within the scope of its competence, any requests made by shareholders exercising their right to information and to provide the information requested from the members of the corporate bodies performing supervisory functions regarding decisions taken by the administration.

Matters such as the setting of the remuneration of the corporate bodies and the appointment of the external auditor will now compulsorily be decided by the General Meeting (the articles of association cannot provide otherwise). In the opposite direction, the call and reimbursement of shareholders’ loans and additional payments is no longer compulsorily decided by the General Meeting.

In addition, incompatibilities for exercising the role of Manager were stipulated.

Commercial Contracts

Regarding the amendments to existing commercial contracts, we highlight the intention to meet international standards, namely the UNIDROIT principles.

Some of the principles incorporated in the general part are those related to good faith in contractual relations, fair treatment and consistency in the parties’ actions. The first of such principles obviously implies that the parties must act with good faith and commercial loyalty at all times during the contracting process, whether at a national or international level, including the moments of its formation, compliance, performance, settlement and termination.

The principle of choice of law now governs the conclusion of commercial contracts and is stipulated in the new Principles on Choice of Law for International Commercial Contracts of the HCCH (Hague Conference), which is a key element of a global legal framework for international commercial transactions.

Debt Securities

Concerning debt securities titles, it is the will of the holders of political power to remove these from the Commercial Code, to be included in a specific regime.

Freedom of issue continues to be the essential pillar on which the entire regime is based, there being bearer, demand and nominative instruments, which must always necessarily contain the object of the payment.

In bearer certificates the transfer is made by means of an agreement between the seller and buyer and delivery of the certificate to the buyer.

Concerning securities to order, these may be subscribed by more than one debtor; the transfer is made by endorsement and depends on the delivery of the security to the endorsed

The transfer is made by endorsement and depends on the delivery of the security to the endorsed party; the delivery is made under the terms foreseen for bearer securities.

The endorsement must be written on the security or on a sheet attached to it, on which the same security is transcribed in its entirety or by another means that is sufficiently individualised and must be signed by the endorser.

Finally, nominative titles are based on the legitimation of the exercise of the right contained therein. For the transfer of registered securities to be effective against the issuer and other third parties, either the name of the purchaser must be entered on the security and on the issuer’s register or the purchaser must be given a new security in his or her name and the surrender recorded in the register. The endorsements on the title and registration must be made by and under the responsibility of the issuer.

Other credit instruments such as bills of exchange and promissory notes and cheques follow the long legislative tradition arising from the uniform laws governing such instruments.

Company incorporation process

In order to reduce bureaucracy and the costs of incorporating commercial companies, the Government intends to approve legislation that will exempt individual businessmen from the payment of any emoluments, apply a single fee of MZN 10,000 for public limited companies and other companies will be subject to a single fee of MZN 5,000. In addition, the following acts are free of charge

  1. statistical registration certificate issued by the National Institute of Statistics;
  2. registration of the individual entrepreneur and business company at the National Institute of Social Security;
  3. tax registration, the obtaining of the Unique Tax Identification Number and the issuance of the Taxpayer Card;
  4. declaration of commencement of activity for employment purposes, nominal relation and working hours.

In addition to the value of the single fee, only the value of the publication of the simplified extract in the Bulletin of the Republic, in the value of MZN 1,250, is due.

With the aforementioned amendments, Mozambique simplifies the costs and bureaucracies related with the set up of businesses in the country, thus allowing investors to set up their businesses faster and cheaper.

Article by Duarte Marques da Cruz


Duarte Marques da Cruz is partner of the Portuguese law firm MC&A, specialised in international business advisory, with a special focus in Lusophone markets. With extensive experience in the Energy sector (Renewables and Oil & Gas) and in International Taxation, he has supported international companies in major upstream, midstream transactions and projects, including in implementing, exploration and development programs. Duarte has also supported international clients in other areas of practice, namely, Mining, Transport & Logistics, Regulatory Compliance and Mergers & Acquisitions in Mozambique, Angola and Portugal.
Through this Simplification Project, Angola shows to investors and economic players that intends to maintain its bet on the internal and external investment; on other hand, it is important to note that this simplification procedure is only at its beginning and is expected a wider range of facilitation in multiple public administration proceedings and regarding more sectors of the economy.

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