The Cash-Heavy Sale of a Luanda Warehouse
A company, Predial Horizonte, Lda., sells a warehouse in Viana for USD 850,000. The buyer, a newly incorporated Lda. with a share capital of AOA 500,000 and a single foreign shareholder, arrives with a bank cheque for only USD 120,000 and states the balance of USD 730,000 will be paid 'in cash, off the deed, to avoid bank delays'. The deed is scheduled for tomorrow. The notary's clerk notes the buyer's shareholder is a politically exposed person from a neighbouring state. The seller's manager asks the notary to 'just record the cheque amount' in the deed.
1. What are the notary's anti-money-laundering obligations here, and can the deed proceed as requested?
Read the worked answer
The notary is an obliged entity under Angola's AML/CFT regime (Lei 5/20 and successor rules). Key points:
- No off-deed cash. Recording only USD 120,000 when the true price is USD 850,000 is a false statement of the act - prohibited. The notary must record the true price and payment terms.
- Source of funds. A USD 730,000 cash component in a real-estate deal is a red flag. The notary must obtain and document source-of-funds evidence and cannot proceed on assertion alone.
- PEP and beneficial ownership. The sole foreign shareholder is a PEP; enhanced due diligence is mandatory - identify the beneficial owner, obtain senior-management approval, and document the risk assessment.
- Suspicious transaction. If source of funds is not satisfactorily evidenced, the notary must file a suspicious transaction report with the competent authority (UIF) and must not tip off the parties.
Conclusion: the deed cannot proceed tomorrow on the requested terms. The notary should require bank-routed payment, full price disclosure, KYC/EDD file, and consider an STR.
2. If the parties agree to route the full price through a bank, what must the deed and file contain?
Read the worked answer
The notary should ensure:
- True price and terms in the deed - USD 850,000, with payment method stated (bank transfer), account details, and confirmation of receipt where applicable.
- KYC/EDD file - identification of the company, its legal representative, the shareholder, and the beneficial owner; PEP screening result; risk rating.
- Source-of-funds evidence - bank statements, loan agreements, or corporate documentation showing the origin of the USD 850,000.
- AML record retention - keep the file for the statutory period (minimum five years under Angolan AML rules), separate from the deed archive.
- Internal note - record the initial cash proposal and how it was resolved; this is evidence of the notary's diligence.
Only then may the deed be drawn, and the notary should still monitor for structuring (e.g., splitting payments across accounts).
3. The seller's manager insists the notary 'just record the cheque amount'. How should the notary respond?
Read the worked answer
Refuse, in writing if necessary.
- Falsity in a public act. A notarial deed is a public instrument with probative force; recording a price known to be untrue is a serious professional and potentially criminal matter.
- Duty of impartiality. The notary serves both parties and the public interest, not the seller's convenience.
- Tax and registration consequences. Understating the price affects stamp duty, IMT-type taxes, and registry fees; the notary would be facilitating tax evasion.
- Practical response: explain that the deed will state the true price; if the parties do not agree, the notary declines to act and records the refusal in the file.
A notary who complies risks disciplinary sanction, civil liability, and criminal exposure for falsity and money laundering facilitation.