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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