When Angola’s National Assembly passed Lei 22/15 – the Codigo dos Valores Mobiliarios – it gave the country its first comprehensive legal framework for a functioning securities market. Every public offering, every trade executed on the Bolsa de Divida e Valores de Angola (BODIVA), and every disclosure obligation imposed on listed companies traces back to this law. A decade after its enactment, the code has enabled 10,328 transactions totalling AOA 6.06 trillion (approximately $6.6 billion) on BODIVA in 2024 alone, and it provided the legal architecture for landmark events such as the BFA IPO in 2025, which raised $241 million and was 5x oversubscribed.
Scope and Structure
The securities code is organized around six core areas:
1. Definition of Securities and Market Instruments. The code defines which instruments qualify as valores mobiliarios (securities) under Angolan law. This includes shares (acoes), bonds (obrigacoes), commercial paper (papel comercial), participation units in collective investment schemes, derivatives, and other transferable financial instruments. This broad definitional scope means the code applies to both the equity and fixed-income trading that dominates BODIVA today and to more complex instruments as the market develops.
2. Public Offerings and Issuance. Any offer of securities to the public in Angola requires a prospectus approved by the Comissao do Mercado de Capitais (CMC). The code specifies the content of the prospectus – financial statements, risk factors, use of proceeds, management disclosures – and sets the timeline for CMC review and approval. Private placements to qualified investors are exempt from the full prospectus requirement but must still comply with reporting obligations. The CMC’s prospectus approval function is one of its most time-sensitive roles, particularly during the current wave of PROPRIV privatizations.
3. Trading and Market Infrastructure. The code establishes the legal basis for securities exchanges, regulated markets, and multilateral trading facilities. It defines the roles of market operators, brokers (sociedades corretoras), and dealers, and sets requirements for fair and orderly trading. BODIVA operates as the sole licensed exchange under this framework, with 16 licensed brokers authorized to execute trades on behalf of clients.
4. Clearing and Settlement. Settlement of securities transactions is governed by a framework that requires delivery-versus-payment (DVP), meaning that the transfer of securities and the transfer of cash occur simultaneously. The central securities depository, CEVAMA (Central de Valores Mobiliarios de Angola), holds 58,389 custody accounts and acts as the registrar for all dematerialized securities. Settlement agents – 21 are currently licensed – provide the operational link between brokers and the depository.
5. Market Conduct and Enforcement. The code prohibits insider trading (uso de informacao privilegiada), market manipulation, and misleading disclosure. It grants the CMC investigative powers, the authority to impose administrative sanctions, and the ability to refer criminal matters to the Procuradoria-Geral da Republica. Enforcement provisions include the power to suspend trading, freeze accounts, and impose fines on individuals and entities that breach market conduct rules.
6. Investor Protection. The code mandates the legal segregation of client assets from the proprietary assets of brokers and custodians. It requires continuous disclosure by listed companies, including material event notifications, periodic financial statements, and annual reports. Minority shareholder protections include pre-emptive rights on new share issues and mandatory tender offer rules when control of a listed company changes hands.
Key Provisions for Investors
Several provisions have direct practical significance for anyone investing through BODIVA.
Continuous Disclosure. Listed companies must publish audited annual financial statements within four months of the fiscal year end, semi-annual results within two months, and material event notifications (factos relevantes) without delay. Failure to comply is a sanctionable offense.
Mandatory Tender Offer. Any person or entity acquiring more than one-third of the voting rights of a listed company must launch a mandatory tender offer to all remaining shareholders. This is a critical protection in a market where concentrated ownership is the norm.
Prospectus Liability. The code imposes civil liability on issuers, lead managers, and auditors for materially misleading or incomplete information in prospectuses. Investors who suffer losses due to defective prospectus disclosures have a legal claim for damages.
Related-Party Transactions. Transactions between a listed company and its controlling shareholders, directors, or related parties must be disclosed and, in certain cases, approved by independent shareholders. This provision addresses one of the key governance risks in frontier markets.
Comparison With Other Frontier Market Securities Codes
Angola’s securities code draws heavily on the Portuguese Codigo dos Valores Mobiliarios, reflecting the shared legal heritage between the two countries. This gives the Angolan code a more detailed and prescriptive character than the securities legislation in many African frontier markets. Compared to Nigeria’s Investments and Securities Act (2007) or Kenya’s Capital Markets Act, the Angolan code places greater emphasis on prospectus disclosure requirements and custodial segregation, but has a shorter track record of enforcement.
The DVP settlement requirement and mandatory dematerialization of securities align Angola with international best practice and put it ahead of some regional peers where physical certificates and T+5 settlement cycles persist. However, the absence of a dedicated market tribunal and the limited capacity of the court system for complex securities disputes remain gaps relative to more established markets.
Significance for BODIVA’s Development
Lei 22/15 is the single document that made BODIVA possible. Before its passage, Angola had no legal framework for a regulated securities exchange. The code created the licensing regime for BODIVA, the CMC, CEVAMA, brokers, and settlement agents. It defined the rules of engagement for every market participant.
The code’s real-world impact is visible in numbers: BODIVA has grown from a government bond-only market to one that now accommodates equity listings, corporate bonds, and commercial paper. The BFA IPO demonstrated that the legal framework can support a transaction of significant scale, with domestic retail investors opening thousands of new custody accounts to participate.
Looking ahead, amendments to Lei 22/15 are expected to address the regulatory framework for collective investment schemes (fundos de investimento), green bonds, and the eventual development of a derivatives market. The CMC has signalled that these updates will be phased to match market capacity, rather than front-loading regulation for instruments that do not yet trade in meaningful volume.
For a detailed breakdown of the regulator established by this law, see the CMC profile page. For how the code’s listing provisions work in practice, see BODIVA listing requirements.