	Social Enterprise Law Surveys
	Angola
	(Africa) Firm Morais Leitão, Galvão Teles, Soares Da Silva & Associados
What jurisdiction(s) do you practice in?	The Republic of Angola
What are the most commonly used types of for-profit corporate organizational forms in your jurisdiction (e.g., corporation, limited liability company, benefit corporation, social purpose corporation, etc.) used by Enterprises operating a trade ...	The most commonly used for-profit corporate organizational forms in Angola are limited liability companies, in respect of which there are two types: private limited liability companies (sociedades por quotas, or Lda) and public companies controlled by shares (sociedades anónimas, or SA). The choice depends on the envisaged corporate structure, as the first is preferred for less complex investments and structures, and the second for the confidentiality it confers to the shareholders. The minimum number of shareholders (except in the case of a singleshareholder company) is two for a Lda, and five for an SA. The Lda’s share capital is divided into "quotas", a unitary measure of the current or potential rights and obligations of a shareholder. Each quota has its nominal amount expressed in kwanzas, corresponding to no less than AOA1. The share capital amount is freely fixed in the company’s articles of association. Conversely, an SA’s share capital is divided into shares (nominative or bearer). The minimum share capital must correspond to the equivalent of USD20,000, expressed in kwanzas. The shares must have the same nominal value, which cannot be less than USD5, expressed in the national currency. Concerning shareholders’ liability, the main features for each of the companies are as follows. Lda: each shareholder is liable towards the company for the amount of its contribution, as established in the articles of association; each shareholder is jointly and severally liable towards the company for the capital to be invested in the company up to the amount established in the articles of association; and shareholders are not liable for the company’s debts. Only the company’s property is liable for the company’s debts. 4 SA: shareholders' liability towards the company is limited to the amount of the shares they subscribed; and only the company’s property is liable for the company’s debts. Both corporate forms are suitable to individuals and/or enterprises who intend to operate a trade or business. Among these two corporate types, SA are commonly the preferred type for investment and share capital holding purposes. a. Enterprises that seek financing from investors and will have multiple owners tend to incorporate as SA. It is certainly possible to work with LDA that have many members, however, this is less standard, also due to the formalities associated with this corporate form. b. The Angolan legal framework does not foresee any organizational forms specially designed for “Social Enterprises”. Notwithstanding, the most commonly used legal forms for the prosecution of social-related purposes are foundations (private foundations and public utility), associations, and cooperatives. It is somewhat unusual for social enterprises to set up as LDA or SA, due to the specific features of such legal entities (i.e. common understanding between partners and shareholders, proceedings regarding the transfer of quotas and or shares, etc.).
Do any of your jurisdiction’s traditional organizational forms require or permit the board or managers to consider, balance or prioritize interests other than shareholder value in decision making? What other interests, if any, are they required...	The management and the board resolutions may consider other interests to the extent that they do not diverge from the company’s corporate purpose and the interest of the quota holders/shareholders, in both LDA and SA.
Does your jurisdiction have organizational forms specifically designed for Social Enterprises? If so:a. What type(s) of organizational forms are they?b. How do they materially differ from the most closely analogous traditional organizational ...	The Angolan legal framework does not foresee any organizational forms specially designed for Social Enterprises. Notwithstanding, the most commonly used legal forms for the prosecution of social-related purposes are foundations and associations of persons.
Are Social Enterprises permitted to be formed and operated as Nonprofits? If so: a. Are Nonprofits that are Social Enterprises treated differently under the law as compared to Nonprofits that are not Social Enterprises, whether from a corporat...	As mentioned above, Social Enterprises are permitted to be formed and operate as foundations, associations, and cooperatives, which in civil law are perceived as non-profitable civil societies. Foundations are non-profit civil societies or organizations incorporated by initiative of one or more natural or legal persons – the founders – for the management of assets which are transferred to it by its founders and which must be substantially preserved, in order to fulfill a certain social interest purposes. Associations are legal persons constituted by two or more natural or legal persons without a profitable purpose, who pursue a specific objective determined by the articles of association/bylaws. Associations, usually have unlimited members, capital and duration. Cooperatives are autonomous legal persons, freely incorporated, of variable capital and composition, with a democratic control between its member, in which its members undertake to contribute financial resources, goods, and services to the exercise of a business activity, which commonly benefits its members, as well as promoting the social and economic interests of its members. However, should a Social Enterprise be formed and operate as one of the abovementioned non-profit organizations: a. From a corporate perspective, social enterprises incorporated as foundations or associations are not subject to the provisions applicable to commercial companies, such as LDA and SA; Similarly, since they are not perceived as commercial companies, they are not subject to corporate income tax, under local law; b. No, there is no distinction made between non-profits that are social enterprises and those who are not social enterprises; c. No, there are no hybrid types of non-profit forms; d. The use of non-profit forms/organizations for social enterprises is very prevalent under local law.
Does your jurisdiction allow for worker-owned Enterprises, such as cooperatives? If so, please describe any material benefits of, and/or restrictions on, using such forms.	Yes, the Angolan legal framework foresees a Cooperative Law, which disciplines Cooperatives, a legal entity that may be described as “worker-owned”. Cooperatives are exempt from paying charges and fees and taxes in carrying out the formalities necessary for their incorporation.
Are there unique reporting requirements for Social Enterprises? If there are, please describe them. Please also discuss what government bodies Social Enterprises are required to report to.	No, there are no specific reporting requirements foreseen for social enterprises.
In your jurisdiction, has case law and jurisprudence evolved to address Social Enterprises? If there is meaningful jurisprudence around Social Enterprises, please provide some brief examples.	To the best of our knowledge, there is no case law and jurisprudence that specifically addresses Social Enterprises.
Does your jurisdiction have any ESG requirements for Enterprises generally? If it does, please describe.	No.
Does your jurisdiction have any ESG requirements specifically for Social Enterprises? If it does, please describe.	No.
Does your jurisdiction have any ESG requirements for investors? If it does, please describe.	No.
Are any major investor classes (e.g., pension funds, mutual funds, etc.) required to look at ESG issues when making investment decisions in your jurisdiction? a. If they are, please describe the requirements.b. If they are not, are they permi...	No, there is no requirement for major investor classes to look at ESG issues when making investment decisions in the Angolan jurisdiction. There are no specific provisions prohibiting major investor classes from, weighting other interests or issues, other than profit in the Angolan jurisdiction.
What kinds of philanthropic funding do Social Enterprises in your jurisdiction commonly receive (e.g., grants, charitable investment, traditional investment)?	Since most Social Enterprises are typically formed as non-profit organizations, the most common philanthropic funding types are grants/donations, patronage, charitable investments and banking financing.
How prevalent, if at all, are new for-profit impact investments in your jurisdiction (e.g. traditional instruments with impact terms, new investment instruments, aggregation with philanthropic capital, community based funding, etc.)?	To the best of our knowledge, profit impact investments are not common in the Angolan jurisdiction.
What are the types of government funding and support available to Social Enterprises, if any, available in your jurisdiction (e.g., grants, investments, bonds, and guarantees)? a. How difficult is it for Social Enterprises to obtain government...	There is no special government funding specifically available for social enterprises as such in the Angolan jurisdiction, as most of them are set up as non-profit organizations. However, depending on the sector or industry of certain social enterprises, certain branches of government may concede grants and/or other types of contributions/aids to certain social enterprises. Also, certain, certain social enterprises such as associations who are deemed to have a public utility, are provided with specific sums transferred from the annual State Budget. As an example, the annual State Budget for 2021 shows that a sum of more than AOA 11,000,000,000.00 (eleven hundred billion Kwanzas) was spent in 2020, in transfers in favor of non-profitable organizations
Are there any companies that are formed as a Social Enterprise listed on your jurisdiction’s leading securities exchange(s)?	No, there are no social enterprises listed in the Angolan stock exchange.
To what extent are publicly traded Enterprises required to disclose ESG related factors in annual reports/public filings in your jurisdiction.	In Angola there are no ESG requirements.
How prevalent, if at all, are impact bonds in your jurisdiction?	To the best of our knowledge, impact bonds are not prevalent in the Angolan jurisdiction.
In your jurisdiction, are there any restrictions on foreign investments or donations that are unique to Social Enterprises (whether incorporated as for profit entities or as Nonprofits)?	There are no restrictions on foreign investment or donations uniquely granted to social enterprises incorporated as non-profitable organizations in the Angolan jurisdiction.
Is “crowdfunding” legal in your jurisdiction? Are there rules under applicable securities laws that make it easier for smaller businesses or Social Enterprises to take money from investors that are not sophisticated/accredited/qualified under a...	Crowdfunding in the Angolan jurisdiction is in a very incipient stage, however, it has been used by start-ups and small and medium enterprises as a funding source. Even though, to the best of our knowledge we are unaware of specific regulations for such type of funding, general securities regulations shall apply, as the Securities Market Commission (Comissão de Mercado de Capitais – CMC) has been supervising such practices. We are unaware of specific crowdfunding rules applicable to social enterprises in Angola.
Are there any tax exemptions that are uniquely available for Social Enterprises? a. Please describe any tax exemptions that are available and whether they are partial or full.b. Are they dependent on the Social Enterprise utilized using a spe...	a. Under the applicable legislation, there are no tax exemptions uniquely available for social enterprises, however, non-profitable organizations, in general, may be exempt from income tax as abovementioned – as the taxation shall occur in the sphere of the natural or legal persons subject to income tax. Also, the Angolan Patronage regime, foresees that donations may be deemed as deductible expenses up to a specific threshold if granted in favor of the following entities: Public or private legal persons undertaking humanitarian and educational actions; The State and any of its services, establishments or bodies; Foundations with public utility recognized under the law; Technical-professional, social, cultural, community associations and academic; National cultural agents; 6. Universities and Excellence Centers. b. Yes, companies and/or entities can not benefit from tax exemptions or benefits that are not foreseen for their specific corporate type, legal organizations form or special status. c. N/A
Are individuals or other organizations able to provide tax deductible donations to for-profit Social Enterprises? If they are, please describe any restrictions applicable to tax deductible donations?	No. As a rule, donations may only be granted to non-profitable organizations.
Are there any other tax benefits uniquely available for Social Enterprises? (e.g. deferrals, favorable tax rates, business deductions, etc.)	No.
Does your jurisdiction provide for reciprocal recognition of tax-exempt status that has been granted under the law of any other jurisdictions?	No.
Does your jurisdiction have Regulatory Sandboxes or similar policy frameworks for Social Enterprises? If it does, please describe.	The Angolan jurisdiction has a governmental Regulatory Sandbox designed for startups and small and medium enterprises (in Portuguese, “Incubadora de Empresas”) which allows them to develop in a controlled business environment, for a specific period, under the supervision of a regulatory entity – i.e. Instituto Nacional de Pequenas e Médias Empresas, INAPEM – National Institute for Small and Medium Enterprises. By “controlled business environment” we mean the physical space with the features best described below, as well as the professional support provided by INAPEM, aiming to avoid the business closure of the concerned entities. The referred governmental regulatory sandbox is available to any entity, non-social enterprises, social enterprises, and others. It mainly focuses on small and medium sized enterprises. For the sake of clarity, there are no specific regulatory sandboxes exclusively destined for social enterprises in the Angolan jurisdiction. The governmental regulatory sandboxes are physical spaces made available by the Angolan government through INAPEM, which functions as a mechanism for economic stimulus, technical, managerial, and technological support. INAPEM’s organic statute states that it is empowered to direct and oversee the management, performance, and budget of the governmental regulatory sandboxes. It is available for enterprises or companies with at least two (2) to three (3) years of existence since their incorporation. Each enterprise may benefit from the services and facilities of the regulatory sandboxes for a maximum period of three (3) years, during which they obtain professional training and business management consulting. The main goal of the governmental regulatory sandbox is to provide enterprises with business maturity and sustainability, so that in the end, they can apply for a credit/loan and be qualified to manage it, thus avoiding the “early death” of their businesses. To the best of our knowledge, there are no particular regulatory restrictions on the governmental regulatory sandboxes
What government operational support, resources, training or services, are available for small businesses or Social Enterprises?	The applicable law for Small and Medium Enterprises foresees a set of tax and financial incentive programmes, as well supporting the development of organizational, vocacional training, innovation and technological capacity. Such governmental support could take the form of credit lines provided by public banking institutions, leasing policies, government subsidies for vocacional training, as well as professional courses. These governmental initiatives and support is managed by the respective supervisory government departments and the regulatory entity, INAPEM.
Are there different compliance requirements for different types of Social Enterprises than for traditional Enterprises? Please provide examples if there are.	No.
Is there a dedicated government agency or department that oversees Social Enterprises? If there is, please describe its mandate and effectiveness.	The Ministry of Social Welfare, Family and Women Development is competent for overseeing certain social enterprises.
Is there a different bankruptcy system available for Social Enterprises?	No.
What are the average time and filing fees to form an Enterprise in your jurisdiction?	Despite efforts for lessening the bureaucracy of this process over the past few years, it remains quite time-consuming, as most of the documents shall be physically presented to several the competent authorities (e.g. Commercial Registrar, Notary Offices, etc.) Investors should expect it to take around 30 days for all steps to be concluded. However, efforts have been made to incorporated companies online through the Guichê Único da Empresa Online and therefore making this procedure easier to conclude. Once the company is incorporated, registration with the Tax Authority, the National Institute for Statistics and the National Institute for Social Security shall be sought, and licensing procedures (both general and sectorial) shall be initiated.
What government or third-party certifications or accreditations, if any, are available for Social Enterprises that allow for access to benefits e.g. funding, beneficial tax status, etc.? Please provide examples and briefly describe them as well...	To the best of our knowledge, there are no government nor third-party accreditations available for social enterprises, regarding which special benefits are dependent on.
Please describe whether, in your opinion, startups and other entrepreneurial Enterprises generally can easily form and flourish in your jurisdiction.	There has been a rising number of startups, entrepreneurial enterprises and small and medium enterprises flourishing in Angola, however the market is still in a very incipient phase, due to the lack of regulation and supervision of the competent public authorities, making the appearance of enterprises such as the ones described herein more burdensome than desired.
Please describe whether, in your opinion, Social Enterprises, in particular, can easily form and flourish in your jurisdiction.	Social enterprises can form relatively easily and flourish in Angola as non-profitable entities or organizations.
Please describe whether in your opinion there are any laws that are obstructive to the formation of Social Enterprises (i.e. that actively disfavor or penalize, or otherwise discourage their formation) in your jurisdiction (for example, are Soc...	N/A
In your jurisdiction, are there any major fraud concerns or defects due to corruption or fraud that should be addressed? If there are, please briefly discuss the concerns or defects.	The Angolan government has made corruption and fraud one of its main goals by reforming legislation and regulations, public companies and regulatory entities/agencies, in order to attract more foreign direct investment into the country and enhancing the business environment for private local and foreign investors.
What changes to the law do you think would be most beneficial to enabling Social Enterprises to flourish in your jurisdiction?	Reducing companies’ incorporation bureaucracy, improving insolvency laws (an insolvency code was recently approved but is yet to be published). The costs with filings and registrations and the online access to the companies’ information (accounts, certificates, bylaws) would be a great improvement. Although much has been done regarding the de-bureaucratization of corporate actions, in practice corporate documents still require notarial intervention. A fully enforcement of the applicable laws, notably laws exempting notarial intervention would be very important to foster the creation of Social Enterprises. Also, the public registration of assets such as real estate or trademarks should be eased.
What changes to the law do you think would be most beneficial to enhancing the social and environmental responsibility of Enterprises generally (whether or not Social Enterprises)?	Apart from the changes referred in question 7 above, easing the foreign exchange controls / foreign investment rules would be beneficial to enhancing the social and environmental responsibility of Companies in general. Angola should be focused on attracting qualified FDI and therefore changing the applicable rules to set up business would be important.
Is there anything else you would like to add or guidance you would like to provide? Are there any questions we should have asked but did not?	Nothing else to be added.

Social Enterprise Law Surveys

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What jurisdiction(s) do you practice in?

The Republic of Angola

What are the most commonly used types of for-profit corporate organizational forms in your jurisdiction (e.g., corporation, limited liability company, benefit corporation, social purpose corporation, etc.) used by Enterprises operating a trade ...

The most commonly used for-profit corporate organizational forms in Angola are limited liability companies, in respect of which there are two types: private limited liability companies (sociedades por quotas, or Lda) and public companies controlled by shares (sociedades anónimas, or SA). The choice depends on the envisaged corporate structure, as the first is preferred for less complex investments and structures, and the second for the confidentiality it confers to the shareholders. The minimum number of shareholders (except in the case of a singleshareholder company) is two for a Lda, and five for an SA. The Lda’s share capital is divided into "quotas", a unitary measure of the current or potential rights and obligations of a shareholder. Each quota has its nominal amount expressed in kwanzas, corresponding to no less than AOA1. The share capital amount is freely fixed in the company’s articles of association. Conversely, an SA’s share capital is divided into shares (nominative or bearer). The minimum share capital must correspond to the equivalent of USD20,000, expressed in kwanzas. The shares must have the same nominal value, which cannot be less than USD5, expressed in the national currency. Concerning shareholders’ liability, the main features for each of the companies are as follows. Lda: each shareholder is liable towards the company for the amount of its contribution, as established in the articles of association; each shareholder is jointly and severally liable towards the company for the capital to be invested in the company up to the amount established in the articles of association; and shareholders are not liable for the company’s debts. Only the company’s property is liable for the company’s debts. 4 SA: shareholders' liability towards the company is limited to the amount of the shares they subscribed; and only the company’s property is liable for the company’s debts. Both corporate forms are suitable to individuals and/or enterprises who intend to operate a trade or business. Among these two corporate types, SA are commonly the preferred type for investment and share capital holding purposes.

a. Enterprises that seek financing from investors and will have multiple owners tend to incorporate as SA. It is certainly possible to work with LDA that have many members, however, this is less standard, also due to the formalities associated with this corporate form.

b. The Angolan legal framework does not foresee any organizational forms specially designed for “Social Enterprises”. Notwithstanding, the most commonly used legal forms for the prosecution of social-related purposes are foundations (private foundations and public utility), associations, and cooperatives. It is somewhat unusual for social enterprises to set up as LDA or SA, due to the specific features of such legal entities (i.e. common understanding between partners and shareholders, proceedings regarding the transfer of quotas and or shares, etc.).

Do any of your jurisdiction’s traditional organizational forms require or permit the board or managers to consider, balance or prioritize interests other than shareholder value in decision making? What other interests, if any, are they required...

The management and the board resolutions may consider other interests to the extent that they do not diverge from the company’s corporate purpose and the interest of the quota holders/shareholders, in both LDA and SA.

Does your jurisdiction have organizational forms specifically designed for Social Enterprises? If so:a. What type(s) of organizational forms are they?b. How do they materially differ from the most closely analogous traditional organizational ...

The Angolan legal framework does not foresee any organizational forms specially designed for Social Enterprises.

Notwithstanding, the most commonly used legal forms for the prosecution of social-related purposes are foundations and associations of persons.

Are Social Enterprises permitted to be formed and operated as Nonprofits? If so: a. Are Nonprofits that are Social Enterprises treated differently under the law as compared to Nonprofits that are not Social Enterprises, whether from a corporat...

As mentioned above, Social Enterprises are permitted to be formed and operate as foundations, associations, and cooperatives, which in civil law are perceived as non-profitable civil societies.

Foundations are non-profit civil societies or organizations incorporated by initiative of one or more natural or legal persons – the founders – for the management of assets which are transferred to it by its founders and which must be substantially preserved, in order to fulfill a certain social interest purposes.

Associations are legal persons constituted by two or more natural or legal persons without a profitable purpose, who pursue a specific objective determined by the articles of association/bylaws. Associations, usually have unlimited members, capital and duration.

Cooperatives are autonomous legal persons, freely incorporated, of variable capital and composition, with a democratic control between its member, in which its members undertake to contribute financial resources, goods, and services to the exercise of a business activity, which commonly benefits its members, as well as promoting the social and economic interests of its members.

However, should a Social Enterprise be formed and operate as one of the abovementioned non-profit organizations:

a. From a corporate perspective, social enterprises incorporated as foundations or associations are not subject to the provisions applicable to commercial companies, such as LDA and SA; Similarly, since they are not perceived as commercial companies, they are not subject to corporate income tax, under local law;

b. No, there is no distinction made between non-profits that are social enterprises and those who are not social enterprises;

c. No, there are no hybrid types of non-profit forms;

d. The use of non-profit forms/organizations for social enterprises is very prevalent under local law.

Does your jurisdiction allow for worker-owned Enterprises, such as cooperatives? If so, please describe any material benefits of, and/or restrictions on, using such forms.

Yes, the Angolan legal framework foresees a Cooperative Law, which disciplines Cooperatives, a legal entity that may be described as “worker-owned”.

Cooperatives are exempt from paying charges and fees and taxes in carrying out the formalities necessary for their incorporation.

Are there unique reporting requirements for Social Enterprises? If there are, please describe them. Please also discuss what government bodies Social Enterprises are required to report to.

No, there are no specific reporting requirements foreseen for social enterprises.

In your jurisdiction, has case law and jurisprudence evolved to address Social Enterprises? If there is meaningful jurisprudence around Social Enterprises, please provide some brief examples.

To the best of our knowledge, there is no case law and jurisprudence that specifically addresses Social Enterprises.

Does your jurisdiction have any ESG requirements for Enterprises generally? If it does, please describe.

No.

Does your jurisdiction have any ESG requirements specifically for Social Enterprises? If it does, please describe.

No.

Does your jurisdiction have any ESG requirements for investors? If it does, please describe.

No.

Are any major investor classes (e.g., pension funds, mutual funds, etc.) required to look at ESG issues when making investment decisions in your jurisdiction? a. If they are, please describe the requirements.b. If they are not, are they permi...

No, there is no requirement for major investor classes to look at ESG issues when making investment decisions in the Angolan jurisdiction.

There are no specific provisions prohibiting major investor classes from, weighting other interests or issues, other than profit in the Angolan jurisdiction.

What kinds of philanthropic funding do Social Enterprises in your jurisdiction commonly receive (e.g., grants, charitable investment, traditional investment)?

Since most Social Enterprises are typically formed as non-profit organizations, the most common philanthropic funding types are grants/donations, patronage, charitable investments and banking financing.

How prevalent, if at all, are new for-profit impact investments in your jurisdiction (e.g. traditional instruments with impact terms, new investment instruments, aggregation with philanthropic capital, community based funding, etc.)?

To the best of our knowledge, profit impact investments are not common in the Angolan jurisdiction.

What are the types of government funding and support available to Social Enterprises, if any, available in your jurisdiction (e.g., grants, investments, bonds, and guarantees)? a. How difficult is it for Social Enterprises to obtain government...

There is no special government funding specifically available for social enterprises as such in the Angolan jurisdiction, as most of them are set up as non-profit organizations.

However, depending on the sector or industry of certain social enterprises, certain branches of government may concede grants and/or other types of contributions/aids to certain social enterprises.

Also, certain, certain social enterprises such as associations who are deemed to have a public utility, are provided with specific sums transferred from the annual State Budget. As an example, the annual State Budget for 2021 shows that a sum of more than AOA 11,000,000,000.00 (eleven hundred billion Kwanzas) was spent in 2020, in transfers in favor of non-profitable organizations

Are there any companies that are formed as a Social Enterprise listed on your jurisdiction’s leading securities exchange(s)?

No, there are no social enterprises listed in the Angolan stock exchange.

To what extent are publicly traded Enterprises required to disclose ESG related factors in annual reports/public filings in your jurisdiction.

In Angola there are no ESG requirements.

How prevalent, if at all, are impact bonds in your jurisdiction?

To the best of our knowledge, impact bonds are not prevalent in the Angolan jurisdiction.

In your jurisdiction, are there any restrictions on foreign investments or donations that are unique to Social Enterprises (whether incorporated as for profit entities or as Nonprofits)?

There are no restrictions on foreign investment or donations uniquely granted to social enterprises incorporated as non-profitable organizations in the Angolan jurisdiction.

Is “crowdfunding” legal in your jurisdiction? Are there rules under applicable securities laws that make it easier for smaller businesses or Social Enterprises to take money from investors that are not sophisticated/accredited/qualified under a...

Crowdfunding in the Angolan jurisdiction is in a very incipient stage, however, it has been used by start-ups and small and medium enterprises as a funding source. Even though, to the best of our knowledge we are unaware of specific regulations for such type of funding, general securities regulations shall apply, as the Securities Market Commission (Comissão de Mercado de Capitais – CMC) has been supervising such practices. We are unaware of specific crowdfunding rules applicable to social enterprises in Angola.

Are there any tax exemptions that are uniquely available for Social Enterprises? a. Please describe any tax exemptions that are available and whether they are partial or full.b. Are they dependent on the Social Enterprise utilized using a spe...

a. Under the applicable legislation, there are no tax exemptions uniquely available for social enterprises, however, non-profitable organizations, in general, may be exempt from income tax as abovementioned – as the taxation shall occur in the sphere of the natural or legal persons subject to income tax.

Also, the Angolan Patronage regime, foresees that donations may be deemed as deductible expenses up to a specific threshold if granted in favor of the following entities:

Public or private legal persons undertaking humanitarian and educational actions;
The State and any of its services, establishments or bodies;
Foundations with public utility recognized under the law;
Technical-professional, social, cultural, community associations and academic;
National cultural agents; 6. Universities and Excellence Centers.

b. Yes, companies and/or entities can not benefit from tax exemptions or benefits that are not foreseen for their specific corporate type, legal organizations form or special status.

c. N/A

Are individuals or other organizations able to provide tax deductible donations to for-profit Social Enterprises? If they are, please describe any restrictions applicable to tax deductible donations?

No. As a rule, donations may only be granted to non-profitable organizations.

Are there any other tax benefits uniquely available for Social Enterprises? (e.g. deferrals, favorable tax rates, business deductions, etc.)

No.

Does your jurisdiction provide for reciprocal recognition of tax-exempt status that has been granted under the law of any other jurisdictions?

No.

Does your jurisdiction have Regulatory Sandboxes or similar policy frameworks for Social Enterprises? If it does, please describe.

The Angolan jurisdiction has a governmental Regulatory Sandbox designed for startups and small and medium enterprises (in Portuguese, “Incubadora de Empresas”) which allows them to develop in a controlled business environment, for a specific period, under the supervision of a regulatory entity – i.e. Instituto Nacional de Pequenas e Médias Empresas, INAPEM – National Institute for Small and Medium Enterprises. By “controlled business environment” we mean the physical space with the features best described below, as well as the professional support provided by INAPEM, aiming to avoid the business closure of the concerned entities.

The referred governmental regulatory sandbox is available to any entity, non-social enterprises, social enterprises, and others. It mainly focuses on small and medium sized enterprises. For the sake of clarity, there are no specific regulatory sandboxes exclusively destined for social enterprises in the Angolan jurisdiction.

The governmental regulatory sandboxes are physical spaces made available by the Angolan government through INAPEM, which functions as a mechanism for economic stimulus, technical, managerial, and technological support. INAPEM’s organic statute states that it is empowered to direct and oversee the management, performance, and budget of the governmental regulatory sandboxes. It is available for enterprises or companies with at least two (2) to three (3) years of existence since their incorporation. Each enterprise may benefit from the services and facilities of the regulatory sandboxes for a maximum period of three (3) years, during which they obtain professional training and business management consulting. The main goal of the governmental regulatory sandbox is to provide enterprises with business maturity and sustainability, so that in the end, they can apply for a credit/loan and be qualified to manage it, thus avoiding the “early death” of their businesses. To the best of our knowledge, there are no particular regulatory restrictions on the governmental regulatory sandboxes

What government operational support, resources, training or services, are available for small businesses or Social Enterprises?

The applicable law for Small and Medium Enterprises foresees a set of tax and financial incentive programmes, as well supporting the development of organizational, vocacional training, innovation and technological capacity.

Such governmental support could take the form of credit lines provided by public banking institutions, leasing policies, government subsidies for vocacional training, as well as professional courses.

These governmental initiatives and support is managed by the respective supervisory government departments and the regulatory entity, INAPEM.

Are there different compliance requirements for different types of Social Enterprises than for traditional Enterprises? Please provide examples if there are.

No.

Is there a dedicated government agency or department that oversees Social Enterprises? If there is, please describe its mandate and effectiveness.

The Ministry of Social Welfare, Family and Women Development is competent for overseeing certain social enterprises.

Is there a different bankruptcy system available for Social Enterprises?

No.

What are the average time and filing fees to form an Enterprise in your jurisdiction?

Despite efforts for lessening the bureaucracy of this process over the past few years, it remains quite time-consuming, as most of the documents shall be physically presented to several the competent authorities (e.g. Commercial Registrar, Notary Offices, etc.) Investors should expect it to take around 30 days for all steps to be concluded.

However, efforts have been made to incorporated companies online through the Guichê Único da Empresa Online and therefore making this procedure easier to conclude.

Once the company is incorporated, registration with the Tax Authority, the National Institute for Statistics and the National Institute for Social Security shall be sought, and licensing procedures (both general and sectorial) shall be initiated.

What government or third-party certifications or accreditations, if any, are available for Social Enterprises that allow for access to benefits e.g. funding, beneficial tax status, etc.? Please provide examples and briefly describe them as well...

To the best of our knowledge, there are no government nor third-party accreditations available for social enterprises, regarding which special benefits are dependent on.

Please describe whether, in your opinion, startups and other entrepreneurial Enterprises generally can easily form and flourish in your jurisdiction.

There has been a rising number of startups, entrepreneurial enterprises and small and medium enterprises flourishing in Angola, however the market is still in a very incipient phase, due to the lack of regulation and supervision of the competent public authorities, making the appearance of enterprises such as the ones described herein more burdensome than desired.

Please describe whether, in your opinion, Social Enterprises, in particular, can easily form and flourish in your jurisdiction.

Social enterprises can form relatively easily and flourish in Angola as non-profitable entities or organizations.

Please describe whether in your opinion there are any laws that are obstructive to the formation of Social Enterprises (i.e. that actively disfavor or penalize, or otherwise discourage their formation) in your jurisdiction (for example, are Soc...

N/A

In your jurisdiction, are there any major fraud concerns or defects due to corruption or fraud that should be addressed? If there are, please briefly discuss the concerns or defects.

The Angolan government has made corruption and fraud one of its main goals by reforming legislation and regulations, public companies and regulatory entities/agencies, in order to attract more foreign direct investment into the country and enhancing the business environment for private local and foreign investors.

What changes to the law do you think would be most beneficial to enabling Social Enterprises to flourish in your jurisdiction?

Reducing companies’ incorporation bureaucracy, improving insolvency laws (an insolvency code was recently approved but is yet to be published). The costs with filings and registrations and the online access to the companies’ information (accounts, certificates, bylaws) would be a great improvement. Although much has been done regarding the de-bureaucratization of corporate actions, in practice corporate documents still require notarial intervention. A fully enforcement of the applicable laws, notably laws exempting notarial intervention would be very important to foster the creation of Social Enterprises. Also, the public registration of assets such as real estate or trademarks should be eased.

What changes to the law do you think would be most beneficial to enhancing the social and environmental responsibility of Enterprises generally (whether or not Social Enterprises)?

Apart from the changes referred in question 7 above, easing the foreign exchange controls / foreign investment rules would be beneficial to enhancing the social and environmental responsibility of Companies in general. Angola should be focused on attracting qualified FDI and therefore changing the applicable rules to set up business would be important.

Is there anything else you would like to add or guidance you would like to provide? Are there any questions we should have asked but did not?

Nothing else to be added.

Social Enterprise Law Surveys

Angola

Social Enterprise Law Surveys

Angola

Members