With only 5 companies listed on its equity market and government bonds still accounting for the majority of AOA 6.06 trillion ($6.6 billion) in transactions recorded in 2024, BODIVA is a stock exchange that is far more defined by the companies about to list than by those already trading. The listing requirements – set by the Comissao do Mercado de Capitais (CMC) under the Codigo dos Valores Mobiliarios (Lei 22/15) and supplemented by BODIVA’s own rulebook – determine which companies can enter the market, under what conditions, and what they must do once admitted.
Equity Listing Criteria
To list shares on BODIVA’s regulated market, a company must satisfy a set of admission requirements that cover financial standing, corporate governance, track record, and public float.
Minimum Capital and Track Record
The issuer must demonstrate a minimum share capital and net asset value that the CMC considers adequate relative to the size and nature of the offering. While the specific threshold has evolved, the practical benchmark set by BODIVA’s rulebook requires issuers to have a meaningful operating history – typically a minimum of three years of audited financial statements prepared in accordance with Angolan accounting standards or IFRS. Companies privatized through the PROPRIV programme have generally met this through the presentation of historical government-audited accounts, though the transition to IFRS-compliant reporting has been a point of negotiation in several cases.
The BFA IPO in 2025 set the standard: BFA presented five years of audited IFRS financials, and its $241 million offering was 5x oversubscribed – demonstrating that thorough financial disclosure drives investor demand.
Corporate Governance
Listed companies must establish governance structures that include an independent board of directors (conselho de administracao), an audit committee or fiscal board (conselho fiscal), and internal controls adequate for a publicly traded entity. The code requires at least one independent non-executive director, though in practice, the PROPRIV privatizations have pushed issuers toward higher governance standards than the statutory minimum.
Specific governance obligations include:
- Establishment of a formal conflict-of-interest policy
- Adoption of a related-party transaction policy with disclosure requirements
- Appointment of a compliance officer or equivalent function
- Annual corporate governance reporting to the CMC
Free Float
BODIVA requires a minimum free float at the time of listing, defined as the percentage of the company’s shares that are available for trading by the public and not held by controlling shareholders or locked-up parties. The standard requirement is a minimum free float of 10% of issued capital, though the CMC has discretion to accept a lower percentage where the total value of the public float is deemed sufficient for a liquid secondary market.
This threshold has practical implications for the PROPRIV pipeline. The government has indicated that several upcoming privatizations will involve the sale of minority stakes – often 20-30% of equity – through public offerings on BODIVA, which would comfortably meet the free float requirement while retaining state majority ownership during the transition period.
Prospectus Approval
No equity listing can proceed without a prospectus approved by the CMC. The prospectus must contain, at a minimum:
- Description of the issuer’s business, strategy, and competitive position
- Three years of audited financial statements with notes
- Risk factors material to the investment
- Use of proceeds from the offering
- Description of the share capital structure and voting rights
- Biographies and remuneration of directors and senior management
- Material contracts and related-party transactions
- Legal and regulatory proceedings
The CMC reviews the prospectus for completeness and compliance with the securities code. The approval timeline has varied in practice – the BFA prospectus underwent several rounds of comments before final approval – but the CMC aims to process complete submissions within 20-30 business days.
Bond Listing Process
Fixed-income securities – including government bonds (Obrigacoes do Tesouro), corporate bonds, and commercial paper – are listed through a distinct but related process.
Government bonds are listed by the Ministry of Finance (MINFIN) through BODIVA’s debt market segment. These do not require the same corporate governance or free float provisions applicable to equity issuers, though disclosure of issuance terms, coupon structure, and redemption schedule is mandatory.
For corporate bond issuances, the listing requirements include:
- CMC approval of the bond prospectus or information memorandum
- Credit assessment (Angola does not yet have a domestic credit rating agency, so issuers typically present financial metrics and, where available, international agency ratings)
- Appointment of a settlement agent and custodian
- Ongoing reporting on covenant compliance, if applicable
The bond market on BODIVA has been the more active segment historically. The 10,328 transactions recorded in 2024 were dominated by government and quasi-government debt instruments, with corporate bonds a smaller but growing component.
Ongoing Obligations
Listing on BODIVA is not a one-time event. Listed companies take on continuous obligations that, if breached, can result in sanctions from the CMC.
Periodic Financial Reporting
| Report | Deadline |
|---|---|
| Audited annual financial statements | Within 4 months of fiscal year end |
| Semi-annual financial results | Within 2 months of the half-year end |
| Quarterly operational updates | Within 45 days (encouraged, not yet mandatory for all issuers) |
Financial statements must be prepared by an auditor registered with the Ordem dos Contabilistas e Peritos Contabilistas de Angola (OCPCA). The CMC has encouraged convergence toward IFRS, and the BFA listing established a de facto expectation that major issuers will adopt international standards.
Material Event Disclosure
Listed companies must disclose factos relevantes (material events) without delay. This includes changes in control, significant acquisitions or disposals, litigation that could materially affect the business, changes to dividend policy, and any other information that a reasonable investor would consider important to their investment decision. Notifications are published through BODIVA’s information dissemination system and the CMC’s public register.
Annual Governance Reporting
Companies must submit an annual corporate governance report to the CMC detailing board composition, committee structures, director remuneration, related-party transactions, and compliance with the governance provisions of the securities code.
Shareholder Notifications
Shareholders who acquire or dispose of shares that cross certain ownership thresholds (typically 5%, 10%, 15%, 20%, one-third, one-half, and two-thirds of voting rights) must notify the CMC and the issuer. This notification requirement enables the regulator and the market to track changes in control and identify potential mandatory tender offer triggers.
How PROPRIV Companies Are Meeting These Requirements
The Programa de Privatizacoes (PROPRIV) has been the principal driver of new equity listings on BODIVA. The government’s privatization programme encompasses 195 state-owned assets, and the subset designated for public offering through BODIVA must meet the listing requirements described above.
In practice, this has involved significant preparation periods. PROPRIV candidates have been required to restructure their corporate governance, transition to IFRS or IFRS-aligned accounting, resolve legacy liabilities, and establish the shareholder registers and compliance functions necessary for a publicly traded company. The government, working with international advisors, has typically begun this preparation 18-24 months before the anticipated listing date.
The success of the BFA IPO demonstrated that the process works when preparation is thorough. Upcoming PROPRIV listings, including companies in telecoms, mining, and aviation, will test whether the same standard can be maintained across a larger and more diverse set of issuers. For the full PROPRIV pipeline and upcoming offerings, the listing requirements remain the gateway that separates candidates from listed companies.