Instruction No. 06/95 on Technical Assistance and Management Contracts Between Residents and Non-Residents

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INSTRUCTION NO. 06/95 Subject: TECHNICAL ASSISTANCE AND/OR MANAGEMENT CONTRACTS BETWEEN RESIDENTS AND NON-RESIDENTS.

Whereas it is necessary to establish a set of rules regarding the review and approval of Technical Assistance and/or Management Contracts in terms of technology importation.

In the exercise of the competence assigned by Article 42 of the Organic Law of the Banco Nacional de Angola,

I Determine:

1. The conclusion of technical assistance and/or management contracts between residents and non-residents in the Republic of Angola requires approval from the Banco Nacional de Angola.

2. The amendment or renewal of the aforementioned contracts also requires authorization from the Banco Nacional de Angola.

3. Under the designation of technology importation contracts, all acts or transactions are included that have as their object:

   a) licenses for the use of patents, inventions, other unpatented knowledge applicable to productive activity, and access to computer applications for industrial or business use, as well as related technical assistance services;

   b) licenses for the use of trademarks, models, and designs, as well as associated technical assistance services;

   c) preparation of technical projects and "engineering" activities;

   d) other forms of technical assistance directly related to the activity of the cessionary company, namely the construction or maintenance of industrial units, equipment assets, or infrastructure;

   e) construction or maintenance of industrial units, dams, tunnels, bridges, ports, roads, and buildings.

4. The conclusion of management contracts involving companies with public capital is subject to the provisions of the Joint Order of Their Excellencies, the Ministers of Planning and Economic Coordination and of Finance, dated August 10, 1994, prior to the review and approval by the Banco Nacional de Angola.

For the relevant purposes, Article 1 of this order is transcribed:

"1. The conclusion of technical assistance or management contracts between companies is the total responsibility of the parties.

2. For management contracts involving companies with public capital, they must cumulatively meet the following conditions:

   a) favorable opinion from the Corporate Restructuring Office;

   b) approval of the management contract by the Ministry of Finance. "

ADMINISTRATIVE PROCEDURES

5. Given the mandatory bank intermediation, in accordance with Article 6 of Decree No. 16/94 of April 22, the resident client, when establishing, organizing, or accepting the contract/proposal and any subsequent addenda to be signed by the contracting parties and complying with the provisions of preceding paragraph No. 4, if required, must submit to their chosen Commercial Bank the respective file for subsequent forwarding to the Banco Nacional de Angola.

5.1. The Banco Nacional de Angola will review all contract clauses and their financial implications to grant the appropriate authorization.

5.2. Once authorized, the Commercial Bank will be notified by letter.

5.3. In line with the authorization granted by the Banco Nacional de Angola, the resident client, through the intervening Commercial Bank, will request the issuance of BAPICs for the subsequent foreign currency purchase operations necessary, provided that the Commercial Bank provides the respective exchange coverage.

5.4. Upon payment, the Commercial Bank must, on the same day or the next business day when the exchange utilization occurs, forward to the Banco Nacional de Angola the "B" copy of the BAPIC, annotated for exchange purposes, accompanied by the respective invoice, for control purposes at the Central Bank.

CONTRACT REGISTRATION

6. When reviewing and approving a contract, the Banco Nacional de Angola will assign it an authorization or registration number, for example: Contract No. 1 / IT / BNA / 95, where IT corresponds to technology importation.

6.1. Contract numbering will be annual and sequential.

6.2. As contract-related payments are made, the supporting invoices and respective bank transfer or settlement "bordereaux" will be mandatorily forwarded to the Banco Nacional de Angola by the Commercial Banks intervening in the transfers.

COMPLIANCE WITH TAX OBLIGATIONS

7. All technology importation contracts are subject to compliance with the tax obligations stipulated in the relevant legislation of the Republic of Angola, namely stamp duty and capital gains tax, when due.

The latter must always be deducted from the value of the income to be transferred abroad.

8. This Instruction enters into force immediately.

Luanda, June 28, 1995 The Governor António Gomes Furtado