Notice No. 15/2011 of December 19

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BANK OF ANGOLA

NOTICE NO. 15/2011 of December 19

OFFICE OF THE GOVERNOR

Whereas it is necessary to establish the terms and conditions governing the execution of factoring contracts, in accordance with Presidential Decree No. 95/11 of April 28;

Pursuant to the combined provisions of paragraph f) of paragraph 1 of Article 21 and paragraph d) of paragraph 1 of Article 51, both of Law No. 16/10 of July 15 (Bank of Angola Law), combined with paragraph 2 of Article 6 of Law No. 13/05 of September 30 (Financial Institutions Law);

I HEREBY DETERMINE:

Article 1.
(Subject Matter)

1. This Notice regulates financial assignment contracts executed by financial assignment companies authorized to operate by the Bank of Angola, in accordance with Law No. 13/05 of September 30 - Financial Institutions Law.
2. Banking financial institutions that carry out financial assignment activities are subject to the requirements established in this Notice.

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BANK OF ANGOLA

OFFICE OF THE GOVERNOR

Article 2.
(Definitions)

For the purposes of this Notice, the following shall be considered:

a) Financial assignment contract or factoring contract: the agreement concluded between two or more parties, in which one party designated as assignee or factor acquires from another party designated as the adherent, short-term credits resulting from the sale of goods or provision of services to a third party designated as debtor;

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BANK OF ANGOLA

OFFICE OF THE GOVERNOR

Article 3.
(Rights of the Factor)

The factor shall have the following rights:

a) to collect from the debtor the amounts related to the acquired credits; b) to retain for itself the instruments related to the acquired credits.

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BANK OF ANGOLA

OFFICE OF THE GOVERNOR

Article 4.
(Obligations of the Factor)

The obligations of the factor include, inter alia, the following:

a) to manage and collect the credits assigned to it; b) to advance funds, in whole or in part, to the adherent as contractually established; c) to notify the debtor of the credit right held against them, arising from a financial assignment contract.

Article 5.
(Right of the Adherent)

The adherent has the right to receive from the factor in advance the amounts related to the assigned credits.

Article 6.
(Obligations of the Adherent)

The obligations of the adherent include, inter alia, the following:

a) to pay the management/collection commission regarding assigned credits, according to contractually established terms and conditions; b) to pay the remuneration, contractually defined, for advances and other services performed by the factor; c) to guarantee credit risk in the event of debtor bankruptcy or insolvency in recourse operations, unless otherwise provided; d) to notify the debtor of the credit assignment in writing within the contractually defined period. In the case of a negotiable instrument, an endorsement shall be made by the adherent in favor of the factor.

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BANK OF ANGOLA

OFFICE OF THE GOVERNOR

Article 7.
(Rights of the Debtor)

The debtor may bring any action against the adherent to safeguard its rights, particularly in case of defects in acquired goods or provided services.

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BANK OF ANGOLA

OFFICE OF THE GOVERNOR

Article 8.
(Form of the Financial Assignment Contract)

1. The assignment (factoring) contract is always concluded in writing, may be renewable, and must include the set of relationships between the assignee (factor) and the adherent.

2. The transfer of credits under factoring contracts must be accompanied by the corresponding invoices or documentary, electronic, or other equivalent technological support.

Article 9.
(Minimum Requirements of the Financial Assignment Contract)

1. Banking financial institutions and financial assignment (factoring) companies must, mandatorily, execute financial assignment contracts, accompanied by their respective invoices or documentary, electronic, or other equivalent technological support.

2. The financial assignment (factoring) contract must contain the following essential minimum requirements:

a) written contract accompanied by invoices or documentary, electronic, or other equivalent technological support; b) identification of the factor or assignee and identification of the adherent or assignor; c) subject matter of the contract; d) the amount or calculation method of factoring commissions, interest rates, and guarantee commissions; e) start and end dates of contract execution; f) maturity date of acquired credits; g) declaration regarding the assignment modality (assignment with recourse and assignment without recourse); h) payment method; i) amount of acquired credits; j) total of transactions involving the contract; k) other information that the contracting parties deem necessary in defining proposed activities, services, discounts, and guarantees agreed upon by the contracting parties.

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BANK OF ANGOLA

OFFICE OF THE GOVERNOR

Article 10.
(Contract Resolution)

The financial assignment contract may be terminated by either party, in accordance with the Angolan Civil Code.

Article 11.
(Entry into Force)

This Notice enters into force 30 days after the date of its publication.

PUBLISHED:

Luanda, December 19, 2011

THE GOVERNOR

JOSÉ DE LIMA MASSANO