Commercial and Corporate Law
Core concepts
Angola's commercial law covers commercial acts, the status of the trader, commercial companies, and securities. Candidates must know the company types (sociedade por quotas, sociedade anónima, sociedade unipessoal, and others), the rules on share capital, corporate organs (assembleia geral, órgão de administração, órgão de fiscalização), and the distinction between limited and unlimited liability. The commercial register and the publication of company acts are essential for opposability to third parties. Insolvency and recovery proceedings, as well as the regime of commercial paper, are also tested.
Traps
A common trap is assuming that a company acquires legal personality on incorporation in the notarial deed; it acquires it only upon registration. Another is confusing the gerente (manager) with the sócio-gerente and the limits of their powers. Questions often test the difference between capital social (subscribed capital) and património (assets). Watch the rules on the transfer of quotas and the right of preference of other partners.
Rule of thumb
For any company question, identify the type, the organ, the competence, and the formality required. Most errors arise from attributing a decision to the wrong organ.
Worked example
A manager signs a contract exceeding the company's object. Under the general rule, acts outside the object are not automatically void against third parties acting in good faith; internal limits on the manager's powers do not bind third parties unless registered.