Thursday, August 27, 2020

Commercial Registration and Licensing Council of Ministers Regulation No. 392-2016

 Council of Ministers Regulation No. 392 /2016

COUNCIL OF MINISTERS REGULATION TO PROVIDE FOR COMMERCIAL REGISTRATION AND LICENSING

 

This Regulation is issued by the Council of Ministers pursuant to Article 5 of the Definition of Powers and Duties of the Executive Organs of the Federal Democratic Republic of Ethiopia Proclamation No. 916/2015 and Article 52(1) of the Commercial Registration and Licensing Proclamation 980/2016.

 

PART ONE

GENERAL

 

1.            Short Title

This Regulation may be cited as the “Commercial Registration and Licensing Council of Ministers Regulation No. 392/2016”.

 

2.            Definitions

In this Regulation:

1/            “Proclamation” means the Commercial Registration and Licensing Proclamation 980/2016;

2/            the definitions provided for under Article 2 of the Proclamation shall apply.

 

 

 

PART TWO

REQUIREMENTS FOR REGISTRATION, AMENDMENT, SUBSTITUTION AND

CANCELLATION OF NAME OF BUSINESS AND TRADE NAME

 

3.            Registration of Sole Proprietor

Application to obtain trade name for sole proprietor shall be submitted by filling the particulars specified under Article 14 (1)  of the Proclamation.

 

4.            Business Name Registration of  Business Organization

 

1/            Application for registration of business name of a business organization shall be submitted by attaching the following documents with the application form:

 

a)            original and necessary copies of valid identity card or passport of one of  the member chosen to register the name of the business organization;

 

b)            the draft articles and memorandum of association;

c)             three alternate names for the business organization.

 

2/            If the registering body upon examination finds that the three proposed names are already taken by other business organization the applicant shall present other alternative names.

5.            Trade Name Registration Certificate

Application for issuance of a certificate of trade name shall be submitted by attaching the following documents with the application form:

1/            original and necessary copies of valid identity card or passport of the applicant;

2/            two passport size photographs taken within six months, which shows the clear identity of the applicant;

3/            where the application is submitted by an attorney; original and copy of power of attorney given by all of the founders, copies of valid identity card or passport of the attorney and the manager;

4/            copy of certificate of commercial registration and valid business license;

 

 

5/            letter of confirmation from the local administration that the trade name has been in use for long period of time.

6.            Substitute Certificate of Trade Name

Application for substitute certificate of trade name shall be submitted by attaching the following documents with the application form:

 

1/            original and necessary copies of valid identity card or passport of the applicant;

2/            two passport size photographs taken within six months, which shows the clear identity of the applicant;

3/            where the application is submitted by an attorney; original and copy of power of attorney, original and necessary copies of valid identity card or passport of the attorney and the manager;

 

4/            the damaged certificate of trade name;

5/            evidence issued from appropriate organ, if the certificate of trade name cwas lost.

 

7.            Requirements for Amending Trade Name Certificate

Application for amendment of certificate of trade name shall be submitted by attaching the following documents with the application form:

1/            two passport size photographs taken within six months, which shows the clear identity of the applicant;

2/            where the application is submitted by an attorney; original and copy of power of attorney, original and necessary copies of valid identity card or passport of the attorney and the manager;

 

3/            original and copy of valid business license;

4/            when a request is made to amend trade name of a business organization, authenticated minutes and proof of declaration on a newspaper with wider circulation.

8.            Cancellation of Trade Name Certificate

Applicant for cancellation of certificate of trade name shall be submitted by attaching the following documents with the application form:

 

1/            two passport size photographs taken within six months, which shows the clear identity of the applicant;

2/            where the application is submitted by an attorney; original and copy of power of attorney, original and necessary copies of valid identity card or passport of the attorney and the manager;

3/            certificate of trade name registration;

4/            original and copy of valid business license;

 

9.            Requirements for Commercial Registration  of Sole Proprietor

1/            Application for commercial registration of sole proprietor shall be submitted by attaching the following documents with the application form:

a)            two passport size photographs taken within six months, which shows the clear identity of the applicant;

 

b)            original and necessary copies of valid identity card or passport of the applicant;

 

c)             confirmation of address of the head office and branch offices of the business, if any; and

 

(1)           the title deed, if the house used for business is owned by the applicant; or

 

(2)           a valid and authenticated lease agreement, if the house used for business is leased by the applicant from another lessor or lease agreement document issued by appropriate government body if the house used is owned by the Government;

(3)           written confirmation letter of address issued by the local administration, if one of the evidences stated under paragraph (a) or (b) of this sub-article could not be produced;

d)            capital allocated for the business activity;

e)            certificate of Tax Identification Number (TIN);

f)             where the applicant is a foreign investor in addition to specified on this Article his investment license, and address of the branch office, if any;

 

 

2/            Obtaining certificate of registration of sole proprietor via proxy is prohibited.

 

10.          Certificate of Commercial Registration of 

      Partnerships and Private Limited Companies

 

Application for certificate of commercial registration for partnerships and private limited companies shall be submitted by attaching the following documents with the application form:

 

1/            original and necessary copies of valid identity card or passport of the manager;

 

2/            two passport size photographs taken within six months, which shows the clear identity of the manager;

 

3/            where the applicant is a business organization under formation original or attested copy of the power of attorney document signed by all founders;

4/            original and copies of memorandum and articles of association of the business organization authenticated by the appropriate organ;

 

5/            where the applicant is a foreign individual his investment license issued by the pertinent body, valid original and necessary copies of passport of the individual;

 

6/            where a foreign body corporate is member of a partnership or private limited company:

 

a)            certificate of incorporation issued at the country of formation;

 

b)            a notarized minutes of resolution, letter or other similar decision passed pursuant to the laws of country of formation to join the business organization;

 

c)             investment license;

d)            branch office address, where the business organization to be incorporated under this sub-article and under sub-article (5) of this Article is to open branch offices;

7/            statement of the principal business address of applicant and branch offices, if any; and:

 

a)            the title deed, if the house used for business is owned by the applicant; or

 

b)            a valid and authenticated lease agreement, if the house used for business is leased by the applicant from another lessor or lease agreement document issued by appropriate government body if the house used is owned by the Government;

c)             written confirmation letter of address issued by the local administration, if one of the evidences stated under paragraph (a) or (b) of this sub-article could not be produced;

 

8/            where there is contribution in kind, a signed statement by the applicant showing that the contribution he made is to be transferred to the partnership or private limited company within a year after registration is made;

 

9/            where there is contribution of intellectual property, minute or similar document authenticated by a notary;

 

10/          certificate of Tax Identification Number (TIN).

11.          Certificate of Commercial Registration of Share Company

Applicant for certificate of commercial registration of Share Company shall be submitted by attaching the following documents with the application form:

1/            original and necessary copies of valid identity card or passport of the manager;

 

2/            two passport size photographs taken within six months, which shows the clear identity of the manager of the share company;

 

3/            where the application is submitted by an attorney; original and copy of power of attorney given by all of the founders, photocopies of valid identity card or passport of the attorney and the manager;

4/            where the share company is under the process of formation, an original and attested copy of the power of attorney document signed by all founders;

5/            duly authenticated original and copies of memorandum and articles of association of the share company;

 

6/            where a foreign individual is member of the share company his investment license issued by the pertinent body,original and necessary copies of his valid passport;

 

7/            where a foreign body corporate is member of the share company:

 

a)            its certificate of incorporation issued at the country of formation;

b)            a notarized minutes of resolution, letter or other similar decision passed pursuant to the laws of country of formation and Ethiopia to join the share company under formation;

 

c)             investment license;

d)            branch address, where the business organization to be incorporated under this sub-article and under sub-article (6) is to open branch offices;

 

8/            statement of the principal business address of applicant and branch offices, if any; and:

 

a)            the title deed, if the house used for business is owned by the applicant; or

 

b)            a valid and authenticated lease agreement, if the house used for business is leased by the applicant from another lessor or lease agreement document issued by appropriate government body if the house used is owned by the Government;

c)             written confirmation letter of address issued by the local administration, if one of the evidences stated under paragraph (a) or (b) of this sub-article could not be produced;

 

9/            a bank statement showing that at least one fourth of the par value of the subscribed shares of the company is deposited in a blocked account;

10/          where there is contribution of intellectual property, a minute or other similar document authenticated by a notary;

 

11/          certificate of Tax Identification Number (TIN).

 

 

12.          Certificate of Commercial Registration of Public Enterprise

 

Application for certificate of commercial registration of Federal or Regional Public Enterprise shall be submitted by attaching the following documents with the application form:

 

1/   the law of its establishment;

2/   the letter of appointment of the manager;

 

3/            original and necessary copies of valid identity card or passport of the manager;

 

4/            where application is submitted by an attorney; original and copy of power of attorney, original and necessary copies of identity card or passport of the attorney and the manager;

5/            two passport size photographs taken within six months, which shows the clear identity of the manager;

6/            statement of the principal business address of the public enterprise and branch offices, if any; and:

a)            the title deed, if the house used for business is owned by the applicant; or

 

b)            a valid and authenticated lease agreement, if the house used for business is leased by the applicant from another lessor or lease agreement document issued by appropriate government body if the house used is owned by the Government;

c)             written confirmation letter of address issued by the local administration, if one of the evidences stated under paragraph (a) or (b) of this sub-article could not be produced;

 

7/            Certificate of Tax Identification Number (TIN).

13.          Special Certificate of Commercial Representative

1/            Application for Special Certificate of Commercial Representative shall be submitted by attaching the following documents with the application form:

 

a)            original and necessary copies of valid identity card or passport of the representative;

 

b)            two passport size photographs taken within six months, which shows the clear identity of the representative;

 

c)             where the application is submitted by an attorney; original and copy of power of attorney given by the principal business person, original and necessary copies of identity card or passport of the representative and the principal;

d)            proof of registration and legal personality of the principal business organization in the country of its formation or in the country of operation;

e)            confirmation of bank that minimum of USD 100,000 (One Hundred Thousands) is deposited in the name of the representative for the operation and salary of the budget year;

 

f)             an authenticated proof of appointment of the representative by the principal business person as its commercial representative;

g)            statement of the principal business address of the representative applicant and branch offices, if any; and:

a)            the title deed, if the house used for business is owned by the applicant; or

 

 

b)            a valid and authenticated lease agreement, if the house used for business is leased by the applicant from another lessor or lease agreement document issued by appropriate government body if the house used is owned by the Government;

c)             written confirmation letter of address issued by the local administration, if one of the evidences stated under paragraph (a) or (b) of this sub-article could not be produced;

h)            where the principal is a business organization, in addition to requirements specified under paragraph (a) to (g) of sub-article (1) of this Article, its original copies of memorandum and article of association or similar documents notarized by legal authorized body in Ethiopia;

 

i)             Certificate of Tax Identification Number (TIN).

 

2/            Obtaining special certificate of commercial representative via proxy registration is prohibited.

14.          Certificate of Commercial Registration for International Business Organizations that Enter upon Winning International Bid

Application for certificate of commercial registration of international business organizations that enter upon winning International Bid shall be submitted by attaching the following documents with the application form:

 

1/            original and necessary copies of valid passport of the manager;

2/            two passport size photographs taken within six months, which shows the clear identity of the manager;

 

3/            where application is submitted by an attorney; original and copy of power of attorney, original and necessary copies of identity card or passport of the attorney and the manager;

 

4/            certificate of proof of legal existence of the business organization;

5/            approved resolution minute or similar document showing that the business organization has decided to open branch office in Ethiopia and assign a manager;

6/            the bid agreement from the bidding body and a support letter of registration requirement;

7/            document of business address;

8/            certificate of Tax Identification Number (TIN).

 

15.          Certificate of Commercial Registration of Associations Authorized to engage in business under other Laws  

Application for certificate of commercial registration of business organization issued business license by other relevant government organs on the basis of other laws shall be submitted by attaching the following documents with the application form:

 

1/            certificate of incorporation of the business organization issued by appropriate sectoral organ;

 

2/            proof of the business type, source of capital and amount, profit utilization,administration and management and similar matters issued from the appropriate sectoral organ;

 

 

3/            original and necessary copies of valid identity card or passport of the manager;

 

4/            two passport size photographs taken within six months, which shows the clear identity of the manager;

5/            where application is submitted by an attorney; original and copy of power of attorney, original and necessary copies of valid identity card or passport of the attorney and the manager;

 

6/            statement of the principal business address of applicant and branch offices, if any; and:

 

a)            the title deed, if the house used for business is owned by the applicant; or

 

b)            a valid and authenticated lease agreement, if the house used for business is leased by the applicant from another lessor or lease agreement document issued by appropriate government body if the house used is owned by the Government;

c)             written confirmation letter of address issued by the local administration, if one of the evidences stated under paragraph (a) or (b) of this sub-article could not be produced;

 

7/            certificate of Tax Identification Number (TIN);

 

16.          Certificate of Commercial Registration of Sectoral Associations

Application for certificate of commercial registration of Sectoral Associations shall be submitted by attaching the following documents with the application form:

 

1/            two passport size photographs taken within six months, which shows the clear identity of the manager;

 

2/            original and necessary copies of valid identity card or passport of the manager;

3/            where application is submitted by an attorney; original and copy of power of attorney, original and necessary copies of valid identity card or passport of the attorney and the manager;

4/            authenticated original copy of articles of association;

5/            statement of the principal business address of applicant and branch offices, if any; and:

 

a)            the title deed, if the house used for business is owned by the applicant; or

 

b)            a valid and authenticated lease agreement, if the house used for business is leased by the applicant from another lessor or lease agreement document issued by appropriate government body if the house used is owned by the Government;

c)             written confirmation letter of address issued by the local administration, if one of the evidences stated under paragraph (a) or (b) of this sub-article could not be produced;

 

6/            certificate of Tax Identification Number (TIN).

17.          Certificate of Registration of Branch Office of a Foreign Chamber of Commerce

Application for certificate of registration of branch office of a foreign chamber of commerce shall be submitted by attaching the following documents with the application form:

 

1/            written authorization to effect registration issued by Ministry of Foreign Affairs or embassy or chamber of commerce or from appropriate organ of their country;

 

2/            certificate of incorporation of the Chamber of Commerce or other similar document issued by the country of incorporation;

 

3/            official letter issued to the manager appointed for the branch Chamber of Commerce to be opened;

 

4/            two passport size photographs taken within six months, which shows the clear identity of the manager of the Branch Chamber of Commerce;

 

5/            statement of address; if the house used for business is leased a valid authenticated lease agreement;

6/            certificate of Tax Identification Number (TIN).

 

18.          Amendment of Certificate of Commercial Registration

Application for amendment of certificate of commercial registration shall be submitted by attaching the following documents with the application form:

1/            two passport size photographs taken within six months time, which shows clear identity of the manager;

 

2/            original and necessary copies of valid identity card or passport of the manager;

 

3/            where the application is submitted by an attorney; original and copy of power of attorney, original and necessary  copies of valid identity card or passport of the representative and the manager;

4/            where the amendment is to the memorandum and articles of association, minutes of resolution of the share holders of the business organization to make the amendment; the minutes of resolution of the share holders of the business organization; if the amendment is in relation to capital and address of the organization

5/            investment license, if the amendment allows membership of foreign individual in business organization already established;

6/            where a new member is a business organization its original copies of memorandum and article of association, certificate of incorporation or similar document, a notarized minutes of resolution or letter of its decision by legally authorized body in Ethiopia to join the business organization passed by its authorized organ, if it is a foreign company, investment license or authorization letter issued to buy shares of an existing company;

 

 

7/            if the amendment is for change of address of a sole proprietor, evidence verifying such change.  

19.          Substitute Certificate of Commercial Registration

Application for substitute certificate of commercial registration shall be submitted by attaching the following documents with the application form:

1/            two passport size photographs taken within six months time,which shows clear identity of the manager ;

2/            original and necessary copies of valid identity card or passport of the manager;

3/            where the application is submitted by an attorney; original and copy of power of attorney, original and necessary copies of valid identity card or passport of the representative and the manager;

 

4/            the damaged certificate of commercial registration;

5/            evidence issued from appropriate organ if the certificate of commercial registration is lost.

20.          Substitute Commercial Registration Certificate  of Commercial  Representative

Application for substitute commercial registration certificate of a commercial representative shall be submitted by attaching the following documents with the application form:

1/            two passport size photographs taken within six months time,which shows clear identity of the representative ;

 

2/            original and necessary copies of valid identity card or passport of the representative;

3/            where the application is submitted by an attorney; original and copy of power of attorney, original and necessary copies of valid identity card or passport of the representative and the manager;

 

4/            the damaged commercial registration certificate of the commercial representative;

 

5/            evidence issued by appropriate body if the commercial registration certificate of the commercial representative is lost.

 

21.          Cancellation of Commercial Registration Certificate

Application for cancellation of commercial registration certificate shall be submitted by attaching the following documents with the application form:

1/            original and necessary copies of valid identity card or passport of the manager

 

2/            where the application is submitted by an attorney; original and copy of power of attorney, original and necessary copies of valid identity card or passport of the attorney and the manager;

 

3/            certificate of commercial registration;

 

4/            in case of business organization, the minutes of cancellation resolution and audit report must be presented

5/            proof of publication of a notice of cancellation in a widly circulated newspapers twice within a month interval  at the expense of the applicant;

6/            evidence showing return of previously issued business license and certificate of trade name.

 

 

22.          Cancellation of Commercial Registration of Special Certificate of Commercial Representative

Application for cancellation of special certificate of commercial representative of commercial registration shall be submitted by attaching the following documents with the application form:

 

1/            original and necessary copies of valid identity card or passport of the manager;

 

2/            where the application is submitted by an attorney; original and copy of power of attorney, original and necessary copies of valid identity card or passport of the representative and the manager;

 

3/            registration certificate of the representative;

4/            evidence showing return of previously issued special certificate of commercial representative.

PART THREE

BUSINESS LICENSE ISSUANCE, RENEWAL, AMENDMENT,SUBSTITUTION AND CANCELLATION

23.          Business License for Sole Proprietor

 

1/            Application for certificate of business license of sole proprietor shall be submitted by attaching the following documents with the application form:

 

a)            original and necessary copies of valid identity card or passport of the manager;

 

b)            two passport size photographs which shows clear identity of the applicant taken within six months time;

 

c)             certificate of commercial registration;

 

 

d)            investment license, in case of a foreign investor;

e)            statement of address if the applicant has principal business address and branch offices, if any, and:

 

(1)           the title deed, if the house used for business is owned by the applicant; or

 

 

(2)           a valid and authenticated lease agreement, if the house used for business is leased by the applicant from another lessor or lease agreement document issued by appropriate government body if the house used is owned by the Government;

(3)           written confirmation letter of address issued by the local administration, if one of the evidences stated under paragraph (1) or (2) of this sub-article could not be produced;

f)             certificate of competence issued by appropriate sector, if certificate of competence is required for the category of the business;

 

2/            Obtaining business license for sole proprietor via proxy is prohibited.

 

24.          Business License for Partnership and Private Limited Companies

 

 

Application for certificate of business license for Partnership and Private Limited Companies shall be submitted by attaching the following documents with the application form:

 

1/   certificate of commercial registration;

2/            original and necessary copies of valid identity card or passport of the manager or the representative;

3/            two passport size photographs which shows clear identity of the manager taken within six months time;

 

4/            authenticated original copies of memorandum and article of association of the business organization;

 

 

 

5/            where the applicant is a foreign investor his investment license issued by the pertinent body, vaild original and necessary copies of passport of the manager;

 

6/            where there are foreign incorporated Partnership or Private Limited Company as shareholder:

a)            its certificate of incorporation issued at the country of formation;

b)            a notarized minutes of resolution or other similar decision passed by the authorized organ to join the business organization;

 

c)             investment license;

 

d)            branch address, where the business organization is to open branch office;

7/            statement of address if the applicant has principal business address and branch offices, if any, and:

 

a)            the title deed, if the house used for business is owned by the applicant; or

 

 

b)            a valid and authenticated lease agreement, if the house used for business is leased by the applicant from another lessor or lease agreement document issued by appropriate government body if the house used is owned by the Government;

c)             written confirmation letter of address issued by the local administration, if one of the evidences stated under paragraph (a) or (b) of this sub-article could not be produced;

 

8/            a certificate of competence issued by appropriate sector, if certificate of competence is required for the category of the business.

 

25.          Requirements for Business License Cirtificate  of Share Company

 

Application for certificate of business license of Share Company shall be submitted by attaching the following documents with the application form:

 

1/  certificate of commercial registration;

 

2/            original and necessary copies of valid identity card or passport of the manager;

 

3/            two passport size photographs taken within six months time, which shows clear identity of the manager;

 

4/            where the application is submitted by an attorney, an authenticated power of attorney given by all founding members and original and copies of valid identity card or passport of the attorney;

5/            authenticated original copies of memorandum and article of association of the business organization;

6/            if there are foreign investor as shareholder in the Share Company, their investment permit issued by the pertinent body, and valid original and necessary copies of passport

 

7/            where there is foreign body corporate as members of the Share Company:

a)            its certificate of incorporation issued at the country of formation;

b)            a notarized minutes of resolution or other similar decision passed by the authorized organ to join the business organization;

 

c)             investment license

d)            branch address, where the business organization is to open branch office;

8/            statement of address if the applicant has principal business address and branch offices, if any, and:

 

a)            the title deed, if the house used for business is owned by the applicant; or

 

b)            a valid and authenticated lease agreement, if the house used for business is leased by the applicant from another lessor or lease agreement document issued by appropriate government body if the house used is owned by the Government;

c)             written confirmation letter of address issued by the local administration, if one of the evidences stated under paragraph (a) or (b) of this sub-article could not be produced;

 

 

 

9/            a certificate of competence issued by appropriate sector, if it is required for the category of the business;

 

10/          sample certificate of shareholding and internal bylaws.

26.          Certificate of Business License for Public Enterprise 

Application for certificate of business license of Public Enterprise shall be submitted by attaching the following documents with the application form:

 

1/   certificate of commercial registration;

2/   the law of its establishment;

 

3/  the letter of appointment of the manager;

4/            two passport size photographs which shows clear identity of the manager taken within six months time;

 

 

5/            original and necessary copies of valid identity card or passport of the manager;

 

6/            where the application is submitted by an attorney; original and copy of power of attorney given by head,original and necessary copies of valid identity card or passport of the attorney and the manager;

7/            statement of address if the applicant has principal business address and branch offices, if any, and:

a)            the title deed, if the house used for business is owned by the applicant; or

 

b)            a valid and authenticated lease agreement, if the house used for business is leased by the applicant from another lessor or lease agreement document issued by appropriate government body if the house used is owned by the Government;

c)             written confirmation letter of address issued by the local administration, if one of the evidences stated under paragraph (a) or (b) of this sub-article could not be produced;

 

8/            a certificate of competence issued by appropriate sector, if it is required for the category of the business.

 

 

27.          Special Certificate of Commercial Representative

Application for special certificate for commercial representative shall be submitted by attaching the following documents with the application form:

 

1/            certificate of registration of the representative;

2/            two passport size photographs taken within six months time, which shows clear identity of the representative;

3/            original and necessary copies of valid identity card or passport of the representative;

4/            where application is submitted by an attorney; original and copy of power of attorney given by the principal, original and necessary copies of  valid identity card or passport of the principal and the representative;

5/            a bank confirmation for deposit of minimum of USD 100,000 (One Hundred Thousands United States Dollar) in domestic bank in the name of the representative for operation and salary expenditure for the budget year,

6/            statement of address if the applicant has principal business address and branch offices, if any, and:

a)            the title deed, if the house used for business is owned by the applicant; or

 

b)            a valid and authenticated lease agreement, if the house used for business is leased by the applicant from another lessor or lease agreement document issued by appropriate government body if the house used is owned by the Government;

c)             written confirmation letter of address issued by the local administration, if one of the evidences stated under paragraph (a) or (b) of this sub-article could not be produced;

 

7/            details explanation of the business activities of the representative;

8/            if the applicant is a foreign national, verification showing commitment to obtain residence and work permit from appropriate government body, after the issuance of special certificate of commercial representative.

 

 

28.          Business License for International Business Organizations winning International Bid

 

Application for certificate of business license for international business organizations that enter upon winning international bid shall be submitted by attaching the following documents with the application form:

 

1/  certificate of commercial registration;

 

2/            two passport size photographs which shows clear identity of the manager taken within six months time;

 

3/            original and necessary copies of passport of the manager;

 

 

4/            notification of business address;

5/            the bid agreement from the bidding body and a support letter of registration requirment.

 

29.          Certificate of Business License of Business of Associations Authorized to engage in business under other Laws  

 

Application for certificate of business license of business organizations and entities issued business license in compliance with other relevant laws by other government organ shall be submitted by attaching the following documents with the application form:

 

1/  commercial registration certificate;

2/            two Passport size photographs taken within six months time, which shows clear identity of the manager;

 

3/            original and necessary copies of valid Residence identification card or passport of the manager;

4/            where the application is submitted by an attorney; original and copy of power of attorney given by all of the founders, original and necessary photocopies of identification card or passport of the attorney and the manager;

 

5/            statement of address if the applicant has principal business address and branch offices, if any, and:

 

a)            the title deed, if the house used for business is owned by the applicant; or

 

 

 

b)            a valid and authenticated lease agreement, if the house used for business is leased by the applicant from another lessor or lease agreement document issued by appropriate government body if the house used is owned by the Government;

c)             written confirmation letter of address issued by the local administration, if one of the evidences stated under paragraph (a) or (b) of this sub-article could not be produced;

 

6/            a certificate of competence issued by appropriate sector, if it is required for the category of the business.

 

30.          Renewal of Certificate of Business License

Application for renewal of certificate of business license shall be submitted by attaching the following documents with the application form:

1/            tax clearance issued from the concerned authority;

2/            audit report in case of an association;

 

3/            two Passport size photographs taken within six months time, which shows clear identity of the manager;

 

4/            where the application is submitted by an attorney; original and copy of power of attorney given by all of the founders if it is business organization; and original and necessary photocopies of valid identification card or passport of the attorney and the manager;

 

5/            statement of address if the applicant has principal business address and branch offices, if any, and:

 

 

a)            the title deed, if the house used for business is owned by the applicant; or

 

b)            a valid and authenticated lease agreement, if the house used for business is leased by the applicant from another lessor or lease agreement document issued by appropriate government body if the house used is owned by the Government;

c)             written confirmation letter of address issued by the local administration, if one of the evidences stated under paragraph (a) or (b) of this sub-article could not be produced.

31.          Renew Special Certificate of Commercial Representative

Applicant for renewal of special certificate of commercial representative shall be submitted by attaching the following documents with the application form:

 

1/            tax clearance issued from the concerned authority;

2/            two passport size photographs taken within six months time, which shows clear identity of the representative;

 

3/            where the application is submitted by an attorney; original and copy of power of attorney, and original and necessary photocopies of identification card or passport of the representative and the principal; and power of attorney given by entity if it is business organization;

4/            statement of address if the applicant has principal business address and branch offices, if any, and:

a)            the title deed, if the house used for business is owned by the applicant; or

 

b)            a valid and authenticated lease agreement, if the house used for business is leased by the applicant from another lessor or lease agreement document issued by appropriate government body if the house used is owned by the Government;

c)             written confirmation letter of address issued by the local administration, if one of the evidences stated under paragraph (a) or (b) of this sub-article could not be produced;

 

5/            a bank confirmation for having brought into the country a minimum of USD 100,000 (One Hundred Thousands United States Dollar) for office operation and salary expenditure for the budget year;

6/            if the representative is a foreign national he shall submit a renewed residence and work permit.

32.          Amendment of Business License Certificate

Application for amendment of certificate of business license shall be submitted by attaching the following documents with the application form:

 

 

1/  certificate of commercial registration;

 

2/  certificate of busi ness license;

3/            where the amendment is to the memorandum and articles of a business organization, original copies of resolution minutes of the share holders of the business organization to make the amendment, similarly minutes of resolution of the share holders of the business organization if amendment is in relation to capital and address of the business organization;

4/            investment permit if a foreign individual is to enter into an existing business organization;

5/            where the new member is a juridical person its original copies of memorandum and article of association, certificate of incorporation or similar document, a notarized minutes of resolution or letter of its decision by pertinent body in Ethiopia to join the business organization as passed by its authorized organ, if it is a foreign company, an investment permit and a permit given by the Ministry to buy the shares of an existing company;

 

6/            If the sector for which amendment of Business license is sought requires certificate of competence, a certificate of competence issued by the concerned body;

 

7/            where the application is submitted by an attorney; original and copy of power of attorney and original and necessary photocopies of residence identification card or valid passport of the attorney;

8/            two passport size photographs taken within six months time, which shows clear identity of the manager.

 

33.          Substitute Certificate Business License

Applicant for substitute certificate of business license shall be submitted by attaching the following documents with the application form:

 

1/  the damaged Business License certificate;

 

2/            tax clearance from the concerned authority, if the regular renewal period of the certificate is not lapsed;

 

3/            evidence issued from appropriate organ if the certificate of business license was lost;

4/            two passport size photographs taken within six months time, which shows clear identity of the manager;

5/            where the application is submitted by an attorney; original and copy of power of attorney given by all of the founders, original and necessary photocopies of valid residence identification card or passport of the attorney and the manager.

 

34.          Substitute Certificate of Special Commercial Representative

Application for substitute certificate of special commercial representative shall be submitted by attaching the following documents with the application form:

 

1/            the damaged special certificate for commercial representative;

 

2/            evidence issued from appropriate organ if the special certificate of commercial representative was lost;

 

3/            two passport size photographs taken within six months time, which shows clear identity of the representative;

 

4/            where the application is submitted by an attorney; original and copy of power of attorney given by all of the founders, original and necessary photocopies of valid residence identification card or passport of the representative and the manager;

 

5/            tax clearance from the concerned authority if the regular renewal period of the certificate is not lapsed;

 

35.          Cancellation of Certificate of Business License

Application for cancellation of Certificate of Business License shall be submitted by attaching the following documents with the application form:

1/  the previously issued business license;

 

2/            tax clearance to cancel the business license;

 

3/            valid original and necessary photocopies of the identification card or passport of the manager;

 

 

4/            where the application for cancellation is submitted by an attorney; power of attorney authenticated by a notary;

5/            certificate of trade name registration given for the business license.

 

36.          Cancellation of Special Certificate of Commercial  Representative

Application for the cancellation of Special Certificate of Commercial Representative shall be submitted by attaching the following documents with the application form:

 

1/            certificate of registration of the representative;

2/            tax clearance of the special commercial representative;

3/            valid original and necessary copies of identification card or passport of the manager;

 

4/            where the application for cancellation is submitted by an attorney; power of attorney authenticated by a notary.

PART FOUR

Miscellaneous Provisions

37.          Special Registration Certificate of Holding Company

A holding company shall present the following, along with the application, to obtain special registration certificate:

 

1/            a notarized certification showing the establishment of a holding company;

 

2/            the valid business license of the members of the holding company; original and photocopy;

3/            two passport size photographs taken within six months time, which shows clear identity of the manager of the holding coordinator company;

4/            original and necessary copies of valid identification card or passport of the manager of the holding coordinator company.

 

38.          Renewal of the Special Registration Certificate  of Holding Company

The holding company shall present the following, along with the application, to renew the special registration certificate:

 

 

1/            the valid business license of the members of the holding company; original and photocopy;

2/            two passport size photographs taken within six months time, which shows clear identity of the manager of the holding coordinator company;

 

3/            original and necessary copies of valid identification card or passport of the manager of the holding coordinator company;

4/            where the application is submitted by an attorney; original and copy of power of attorney, original and necessary photocopies of identification card or passport of the attorney and the manager.

 

39.          Substitute of Special Registration Certificate of Holding Company

 

The holding company shall present the following, along with the application, to substitute the special registration certificate: 

 

1/            the damaged special registration certificate;

2/            evidence issued from appropriate organ if the special registration certificate of the holding company was lost;

3/            original and necessary copies of valid identification card or passport of the manager of the holding coordinator company;

 

4/            two passport size photographs taken within six months time, which shows clear identity of the manager of the holding coordinator company.

 

40.          Amendment of the Special Registration Certificate of Holding Company

The holding company shall present the following, along with the application, to amend the special certificate of registration:

 

1/            a notarized minute certification in case any of the members leave the holding company or in case any new member joins the holding company;

 

2/            special certificate of the holding company;

 

3/            original and necessary copies of valid identification card or passport of the manager of the holding coordinator company;

 

4/            two passport size photographs taken within six months time, which shows clear identity of the manager of the holding coordinator company.

 

41.          Cancellation of the Special Certificate of Registration of Holding Company

The holding company shall present the following, along with the application, to cancel special certificate of registration of holding company:

 

1/            special certificate of registration of the holding company;

2/            a notarized minute certification showing the dissolution of the holding company;

 

3/            proof of notice as regards the dissolution of the holding company published once on a newspaper having nationwide circulation;

 

4/            original and necessary copies of valid identification card or passport of the manager of the holding coordinator company.

42.          Certificate of Commercial Registration of Border Trade

Application for certificate of commercial registration of border trade shall be submitted by attaching the following documents with the application form:

1/            two passport size photographs taken within six months time which shows clear identity of the applicant;

 

2/            original and necessary copies of valid identification card or passport of the applicant;

 

3/            statement of address if the applicant has principal business address and branch offices, if any, and:

a)            the title deed, if the house used for business is owned by the applicant; or

 

b)            a valid and authenticated lease agreement, if the house used for business is leased by the applicant from another lessor or lease agreement document issued by appropriate government body if the house used is owned by the Government;

 

 

 

c)             written confirmation letter of address issued by the local administration, if one of the evidences stated under paragraph (a) or (b) of this sub-article could not be produced;

 

 

4/            notification of capital allotted for the business;

5/            Certificate of Tax Identification Number (TIN).

 

43.          Cancellation of Certificate of Commercial Registration of Border Trade

Application for cancellation of certificate of  commercial registration for border trade shall be submitted by attaching the following documents with the application form:

1/            original and necessary copies of valid identification card or valid passport of the applicant;

2/            where the application is submitted by an attorney; original and copy of power of attorney, valid original and necessary photocopies of identification card or passport of the attorney and the manager;

 

3/            certificate of commercial registration ;

4/            in case of a business organization, the resolution minutes of cancellation decision and audit report.

44.          Special Certificate of Business License of Border Trading

Applicant for issuance of special certificate of business license of border trading shall be submitted by attaching the following documents with the application form:

1/            certification from the area where the border trade is conducted stating that the concerned applicant is of Ethiopian nationality and a resident;

2/            written confirmation of authorization from the concerned authority to engage in border trade activity;

 

3/            two passport size photographs taken within six months time, which shows clear identity of the applicant;

 

 

4/  original  and    necessary   copies of valid identification card or passport of the applicant;

 

5/            Certificate of Tax Identification Number (TIN);

 

6/            written verification issued from the area of the business attesting the business address of the applicant.

45.          Renewal of the Special Business License Certificate for Border Trading

Application for renewal of special business license certificate of border trading shall be submitted by attaching the following documents with the application form:

1/            tax clearance issued from the concerned authority;

2/            written support letter issued from the area of the business authorizing the business activity to continue;

3/            two passport size photographs taken within six months time, which shows clear identity of the applicant.

4/            original and necessary copies of valid identification card or passport of the applicant;

 

46.          Substitute Certificate of Special Business License of Border Trading

Application for substitute certificate of special business license for border trading shall be submitted by attaching the following documents with the application form:

1/            the damaged special business license certificate for border trading;

2/            evidence issued from appropriate organ if the special business license for border trading was lost;

3/            tax clearance from the concerned authority if the substitute special business license for border trading is sought after regular renewal period;

47.          Cancellation of the Special Certificate of Business License of Border Trading

Applicant for cancellation of special certificate of business license for border trading shall be submitted by attaching the following documents with the application form:

 

1/            the special business license for border trading;

 

2/            tax clearance document issued from appropriate authority;

 

 

3/            original and necessary copies of valid identification card or passport of the applicant.

 

48.          Special Registration Certificate of Franchising

Application for special certificate of commercial registration of franchising shall be submitted by attaching the following documents with the application form:

1/            a notarized franchising contract and authenticated original and copy of the same;

2/            a notarized registration certificate of the franchiser;

 

3/            photocopy of the valid trade license of the franchisee;

4/            two passport size photographs taken within six months time, which shows clear identity of the franchising manager;

 

 

5/            original and necessary copies of valid identification card or valid passport of the franchising manager;

 

6/            where the application is submitted by an attorney; original and copy of power of attorney, original and necessary  photocopies of valid identification card or passport of the principal and the attorney.

 

49.          Renewal of Special Certificate of Registration of Franchising

Application for renewal of special certificate of franchising registration shall be submitted by attaching the following documents with the application form:

1/            special certificate of registration of franchising;

2/            the original and copy of the valid business license of the franchising manager;

3/            two passport size photographs taken within six months time, which shows clear identity of the franchising manager;

 

4/            original and necessary copies of valid identification card or passport of the franchising  manager;

 

5/            where the application is submitted by an attorney; original and copy of power of attorney, original and necessary photocopies of valid identification card or passport of the principal and the attorney.

 

 

50.          Substitute Certificate of a Special Business License of Franchising

Application for substitute certificate of special business license of franchising shall be submitted by attaching the following documents with the application form: 

 

1/            the damaged certificate of special business license of franchising;

 

2/            evidence issued from appropriate organ if the certificate of special business license of franchising was lost;

3/            two passport size photographs taken within six months time, which shows clear identity of the franchising manager;

 

4/            where the application is submitted by an attorney; original and copy of power of attorney, original and necessary photocopies of valid identification card or passport of the principal and the attorney.

 

51.          Cancellation of Special Certificate of Registration of Franchising

Application for cancellation of special certificate of registration of franchising shall be submitted by attaching the following documents with the application form: 

 

1/            the approved cancellation agreement entered between the franchiser and franchisee;

2/            special registration certificate for franchising;

3/            where the application is submitted by an attorney; original and copy of power of attorney, valid original and necessary photocopies of identity card or passport of the attorney and the principal.

 

52.          Types of Goods or products that Manufacturers or  Importers May Sale through Retail

1/            The following products or goods may be retailed by manufacturers or importers:

 

a)            motor powered manufacturing machineries;

b)            motor powered vehicles;

c)             office and household furniture;

d)            musical instruments;

e)            software;

f)             bicycle;

g)            lifts and mobile escalators;

h)            medical equipment;

i)             chemicals used in research and

j)             pitch.

2/            The following products or goods may be retailed only by manufacturers:

a)   bread and sweet food;

b)            cement and ceramics products and byproducts.

3/            The Council of Ministers may decide other products or goods to be retailed by manufacturers or importers based on the nature of products or goods. 

 

 

53.  Power to Issuance of Directive

The Ministry may issue directives for implementation of this Regulation.

 

54.  Inapplicable Regulations and Practices

No, regulation or customary practices, inconsistent with this Regulation shall have effect with respect to matters covered in this Regulation.

55.  Effective Date

This Regulation shall be effective as of September 14, 2016

 

HAILEMARIAM DESALEGN

 

PRIME MINISTER OF THE FEDERAL DEMOCRATIC REPUBLIC OF ETHIOPIA

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