Commercial registration of a sole business person(Article 10)

Where the applicant is a sole business person he shall submit the following documents together with his application format:
1.     passport size photographs of the applicant taken within six months time,
2.     photocopies of the kebele identification card or copies of valid passport of the applicant,
3.    where the applicant is a foreign investor his investment permit
4.    where the applicant is a foreigner considered as a domestic investor, a document issued by Ethiopian Investment Agency to testify this,
5.    a document which testifies that he has attained the age of 18,
6.    the exact address of the head office and branch offices of his business if any, and
7.    if the office of his business is his own a title deed or if it is a leased one an authenticated contract of lease and a verification issued by kebele administration as to the address of the office.

Commercial registration of Share Company (Article 12)

1. Where the applicant is a share company; under formation, the founders or their attorney shall submit the following documents as may be appropriate, together with the application:

      a) where the application is signed by an attorney,the original copy of power of attorney given by all the founders, photocopies of kebele identification card or passport of the attorney and the manager and the passport size photographs of the manager taken within six months time,
      b) 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,
      c) original copies of minutes of resolution of the subscribers of the company and such other documents as may be associated with the resolution,
     d) original copies of memorandum and Article of association of the company,
     e) documents stipulated under sub Article (1)(c) and (d) of Article 11 of this Proclamation, if necessary,
      f) information and documents prescribed under sub Article (6) and (7) of Article 10  of this Proclamation;
     g) documents mentioned from paragraph (a) to (e) of this sub-Article shall be submitted after authentication by appropriate bodies in Ethiopia.
2. The manger of a share company shall not be a manager in more than one any business organization at the same time.
3. The registering office shall write a letter to the bank, for a quarter of the capital of the share company under formation as mentioned in sub Article (1) (b) of this Article to be deposited in the bank in a blocked account.
4. The provisions of sub Article (3), (5) and (6) of Article 15 of this Proclamation shall apply to commercial registration of a share company.
5. The founders of a share company to be established by public subscription as
provided for under Article 317 to 322 of the Commercial Code, in order to start the formation of the company, shall in advance obtain the written permission of the registering office.

Commercial Registration of a Business Organization Other than a Share Company (Article 11)

1/ Where the applicant is a business organization other than a share company, under formation; the founders or their attorney shall submit the following documents as may be appropriate, together with the application format:
     a) where the application is signed by an attorney; a power of attorney given by
all of the founders, photocopies of kebele identification card or valid
passport of the attorney and the manager and the passport size photographs of the manager taken within six months time,
    b) original copies of memorandum and Article of association,
    c) where there are foreign nationals as members of the business organization; documents evidencing that the foreign nationals are considered as domestic investors or their investment permits and photocopies of pages of their valid passports,
     d) where there is a foreign juridical person involved in the business organization under formation; its certificate of incorporation,originals and authenticated copies of its memorandum and Article of association or similar document, a notarized minutes of resolution passed by the authorized organ of the juridical person to join the business organization and an investment permit where the juridical person is a foreign business organization,
     e) documents prescribed under sub-Article (6) and (7) of Article 10 of this Proclamation, and
     f) documents mentioned from paragraph (a) to (d) of this sub-Article shall be submitted after authentication by appropriate bodies in Ethiopia.
2/ The manager of a business organization other than a share company shall not be a manager in more than one business organization at the same time.
3/ Before the registration of a business organization other than a share company in the commercial register, there shall be submitted a bank statement that the capital of the business organization to be contributed in cash has been deposited and all appropriate documents relating to contribution in kind.
4/ The registering office shall write a letter to the bank for the capital to be contributed in cash of the business organization other than a share company, under formation, to be deposited in a blocked bank account.
5/ After a business organization other than a share company has entered commercial register and obtained legal personality, testimonials issued by appropriate government office, which show all contributions in kind have been transferred to the newly formed business organization, shall be submitted to the registering office.
6/ Where the commercial registration of the business organization is completed, the registering office shall write a letter to the bank to release the capital of the business organization kept in a blocked account.

Commercial Registration of Branch of a Foreign Business Organization (Article 13)

Where the applicant is a branch of a foreign incorporated business organization the attorney shall submit the following documents for registration after being authenticated by appropriate bodies in Ethiopia together with the application:
1.     notarized minutes of resolution passed by the authorized organ of the foreign business organization evidencing a decision to open a branch in Ethiopia and investment permit,
2.     certificate of incorporation of the business organization,
3.     original copy of the power of attorney of the permanent agent of the company in Ethiopia and photocopies of his kebele identity card or pages of valid passport,
4.    original copies of memorandum and Article of association or similar documents of the business organization, and
5.     information and documents prescribed under sub Article (6)and (7) of Article 10 of this Proclamation.

Commercial Registration of a Federal Public Enterprise or Regional Public Enterprise (Article 14)

Where applicant is a public enterprise established by the federal government or a public enterprise established by a regional state:
1.    the law of its establishment,
2.    the letter of appointment of the manager and the passport size photographs of the manager taken with in six months time,
3.    where the application is signed by an agent, document of agency issued by head of the enterprise and copy of the agent’s kebele identity card or passport,
4.    documents prescribed under sub Article (6) and (7) of Article 10 of this Proclamation, shall be submitted together with the application for registration.

Commercial Registration of a Commercial Representative (Article 15)

Where the applicant is a commercial representative of a foreign-based business organization or sole business person:
1.    authenticated documents by appropriate bodies in Ethiopia:
a) proof of registration and juridical existence of the principal business organization in the country of its registration or in the country where the principal business person operates,
b) where the principal is a business organization its original copies of memorandum and Article of association or similar documents;
  2. 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,
  3. an authenticated proof of appointment of the representative by the principal business person as its commercial representative and photocopies of his kebele identity card or passport,
  4. documents prescribed under sub Article (6) and (7) of Article 10 of this Proclamation, shall be submitted to the Ministry together with the application.

Alteration and Amendment of Commercial Registration (Article 16)

  1. Any alteration or amendment of a commercial register shall be submitted by completing the appropriate application form within two months from the date the alteration or amendment has been made.
   2. For the implementation of sub Article (1) of this Article the applicant shall submit the following documents together with the application:
a) where the alteration or amendment is to the registration of a business organization, minutes of resolution of the share holders of the business organization to make the alteration or the amendment,
b) where the alteration or amendment is to admit a new foreign national individual,
document evidencing that the individual is considered as a domestic investor or
his investment permit or the permit given by the Ministry to buy the shares of an
existing company and photocopies of pages of his passport, and
c) 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 to join the business organization as passed by its authorized organ, if it is a foreign company, an investment permit or a permit given by the Ministry to buy the shares of an existing company.
   3. The registering office shall give verification, for the submission and acceptance of alteration or amendment of commercial registration and shall notify the applicant and the concerned bodies in writing by citing the details of the date of acceptance and the entry of alteration or amendment of the commercial register. Without
this written verification, the alteration or amendment of the registration shall not be
considered to have been entered in the commercial register.
  4. The registering offices shall strikeout alteration or amendment of registration that it believes is unduly altered or amended and inform details of the rejection to the applicant.
  5. Where it is appropriate, criteria set in this Proclamation for commercial registration shall be applicable to alteration or amendment of commercial registration.
  6. Amendments or alteration of memorandum and Article of association to be submitted pursuant to this Proclamation shall be in original copies and authenticated.

Cancellation of Registration (Article 17)

1.    Without prejudice to the provision of Article 112, 113 and 226 of the Commercial Code, the registering office shall decide to cancel the registration upon his being aware of the fact that either the business person has ceased to operate his business or there is a lawful decision prohibiting him from carrying on his business or has violated this Proclamation or where his registration has not been renewed or the business person has submitted false information or documents for registration.
2.    The registering office shall, before making its decision pursuant to sub Article (1) of this Article, require the business person to submit his opinion, except where the business person ceased to operate his business or has requested the cancellation of his commercial registration or has failed to get his registration renewed. If, however, the business person cannot be contacted at his registered address, the registering office shall make its decision on the basis of the available information.
3.    The business person whose registration is can canceled shall get upon his request a certificate of cancellation of registration on payment of the fee prescribed by the regulation.
4.    Cancellation of the registration of business organizations shall be effective from the date of publication of a notice of cancellation in a newspaper at the expense of the applicant. Any other cancellations of commercial registration shall be effective from the date of the entry of the cancellation in the register.
5.    The provisions of Article 8 of this Proclamation shall apply to the forwarding of documents relating to the cancellation of registration.
6.    A business person who has been canceled from a commercial register, because of his violation of this Proclamation or the regulation, can be registered again a year after the cancellation of his registration, unless there is a legal or an administrative reason, which prevents him from being registered again.

Renewal of Commercial Registration (Article 18)

1.    Renewal of commercial registration shall be made every year or for the future 5 years all together, within the time after the completion of the budget year of the registration, which is set for the renewal of business license without penalty as provided for under Article 36 sub Article (2) of this Proclamation.
2.    The provision of Article 36 sub Article (13) of this Proclamation shall apply to the renewal of commercial registration of the business persons, for whom a different accounts budget year other than the one provided for in this Proclamation has been designated by the Ethiopian Revenue and Customs Authority.
3.    The commercial registration shall be canceled if its renewal has not been made pursuant to sub Article (1) and (2) of this Article.

Issuance of Substitute Certificate of Registration (Article 19)


1.    Any person, whose certificate of registration is lost or damaged, may apply in writing to the registering office that made the earlier registration and obtain a substitute certificate of registration.
2.    A person whose registration certificate is damaged or lost, shall, request for issuance of a substitute by submitting a written application signed by him or the manager, to the registering office explaining how the registration certificate got damaged or lost.
3.    Upon receipt of the application with the explanation, the registering office shall, if it is a damaged certificate, cause its return and issue a substitute registration certificate on payment of fee as prescribed in the regulation.
Effective Date of Registration (Article 20)
Any commercial registration shall be effective from the date of the registration of the applicant in the commercial register.
Request for Copies of Entries (Article 21)
1.    Any person requesting for a copy of an entry made in a commercial register or a copy of an extract of entry or a certificate of no entry or a certificate of cancellation of registration shall submit a written request to the registering office.
2.    The registering office shall issue to the applicant the required copy or certificate upon payment of the appropriate fee prescribed in the regulation.