New Legal Framework for Holding Companies

Presidential Legislative Decree No. 5/26 of 30 July was published, approving the Legal Framework for Holding Companies (“SGPS”). This is the first standalone regulation governing SGPS in Angola, which are defined as companies whose exclusive corporate purpose is the management of shareholdings in other companies as an indirect form of economic activity.

We highlight the following key aspects of the new legal regime:

• Relevant shareholding: The general rule is that a shareholding is considered an indirect form of economic activity when: a) held for more than 1 year; and b) corresponding to at least 10% of the investee’s voting capital (directly or through companies controlled by the SGPS).
   
• Corporate form and object: Must be Angolan limited companies by shares (“sociedades anónimas” or “SA”) (including sole-shareholder), with registered office and effective management in Angola, with share capital represented by nominative shares. The corporate name must include the designation “Sociedade Gestora de Participações Sociais” or the abbreviation “SGPS” and the corporate object must be exclusively the management of shareholding. SGPS may, however, provide technical management services to investees under a written remunerated contract.
   
• Prohibited operations: (i) acquiring/holding real estate (except for own or investee use); (ii) disposing of shareholdings within one year of their acquisition, and (iii) granting credit except as expressly permitted by law.
   
• Supervision: By the Capital Markets Commission (CMC). Obligations:

1. registration with the CMC;
2. annual submission to the CMC of information regarding holdings;
3. mandatory appointment of an external auditor registered with the supervisor.

• Transitional period: Pre-existing companies whose corporate object (or actual business activity) is exclusively limited to the management of shareholdings have a period of 180 days to comply with the new framework.
   
• Sanctions regime. Breaches of this legal framework constitute administrative offences punishable by fines from Kz 2,000,000 to Kz 50,000,000 (negligence) and Kz 10,000,000 to Kz 500,000,000 (wilful misconduct). Unrectified breaches may lead to judicial dissolution.

The decree entered into force on 30 July 2026, without prejudice to the 180-day transitional period for adaptation of existing companies to the new legal framework.