Business | GOALGOOLE | Because you need Information for your goals !
7023 Bole Kifle Ketema, Addis Ababa, Ethiopia
0116616179/85 mcc@ethionet.et

Business

TITLE V. BUSINESS
 

Chapter 1. General Provisions

Art. 124. – Definition.

A business is an incorporeal movable consisting of all movable property brought together and organised for the purpose of carrying out any of the commercial ac1livities specified in Art. 5 of this Code.

Art. 125. – Traders and businesses.

1.    Every trader operates a business.
2.    A trader may operate several businesses for the purpose of carrying out various commercial activities.
3.    A trader may operate a business in the capacity of owner, usufructuary or lessee. Only the person who operates the business shall be deemed to be a trader and the owner or lessor of the business shall not be regarded as a trader.

Art. 126. – Principal business and branches.

1.    A business may consist of one principal business or of a principal business with branches or agencies which shall be deemed to be part of the business.
2.    The head office of the business shall be at the place where the trader operates his principal business.
3.    Where a branch or agency is sold or let out for hire without the principal being sold or let out for hire, such sale or lease shall be deemed to be a sale or lease of a business and the head office of such business shall be at the place where the assignee or lessee operates the branch or agency.

Chapter 2. Elements of a business


Section 1. Consistency of a Business

Art. 127. – Goodwill and incorporeal elements.
1.    A business consists mainly of a goodwill.
2.    A business may consist of other incorporeal elements such as:
a.    the trade-name;
b.    the special designation under which the trade is carried on;
c.    the right to lease the premises in which the trade is carried on;
d.    patents or copyrights;
e.    such special rights as attach to the business itself and not to the trader.

Art. 128. – Corporeal elements.

A business may consist of corporal elements such as equipment or goods.

Art. 129. – Assets and liabilities.

1.    A business shall normally not include the assets and debts of the trader, with the exception of the right to the lease of the premises.
2.    Nothing in this Article shall affect the special rules provided in Art. 2587 of the Civil Code and in Art. 159 and 673 of this Code.

Section 2. Goodwill and Unfair Commercial Competition

Art. 130. – Definition of goodwill.

The goodwill results from the creation and operation of a business and is of a value which may vary according to the probable or possible relations between a trader and third parties who may require from him goods or services.

Art. 131. – Preservation of goodwill.

A trader may preserve his goodwill by instituting proceedings for unfair competition or by setting up the legal or contractual prohibitions provided in Art. 30, 40, 47, 55, 144,158, 159,204 and 205 of this Code.

Art. 132. – Unfair commercial competition.

A trader may claim damages under Art. 2057 of the Civil Code from any person who commits an act of competition which amounts to a fault.

Art. 133. – Cases of unfair competition.

1.    Any not of competition contrary to honest commercial practice shall constitute a fault.
2.    The following shall be deemed to be acts of unfair competition:
a.    any acts likely to mislead customers regarding the undertaking, products or commercial activities of a competitor;
b.    any false statements made in the course of business with a view to discrediting the undertaking, products or commercial activities of a competitor.

Art. 134. – Effect of unfair competition.

1.    The court may, in cases of unfair competition:
a.    Order  that damages be paid  by the unfair competitor; and
b.    Make such: orders as are necess8l!y to put an end to the unfair competition.
2.    The court may in particular:
a.    Order the publication, at the costs of the unfair competitor, of notices designed to remove the effect of the misleading acts or statements of the unfair competitor, in accordance with Art. 2120 of the Civil Code;
b.    Order the unfair competitor to cease his unlawful acts in accordance with Art. 2122 of the Civil Code.

Section 3. Trade-Names

Art. 135. – Definition.
1.    A trade-name is the name under which a person operates his business and which clearly designates the business.
2.    The relevant provisions of Book II of this Code shall apply to firm-names used by business organisations.

Art. 136. – Family Name of trader or assumed name.

The trade-name’ may be the trader’s family name, with or without his  surname, or an assumed name, but all business papers shall be signed by the trader in his own name.

Art. 137. – Trader’s Name.

1.    Every trader may carry on his trade under his family name, with or without his patronymic:
Provided that Art. 45 of the Civil Code shall apply where such name or patronymic is likely to create confusion in a manner prejudicial to the interests of another trader.
2.    Where proceedings for unfair competition are instituted by reason of confusion created by the use of the trader’s name, the court may order that damages be paid by the trader who created confusion and may, in addition, order such trader to include his surname or patronymic in his trade-name so as to obviate confusion.

Art. 138. – Assumed name

1.    Every trader may carry on his trade under an assumed name provided such name is not likely to create confusion in a manner prejudicial to the interests of another trader.
2.    Where proceedings for unfair competition are instituted by reason of confusion created by the use of an assumed name, the court may order that damages be paid by the trader who created confusion and may, in addition, prohibit such trader from using the assumed name.

Art. 139. – Assignment of trade-name.

1.    The trade-name may not be assigned except together with the business to which it refers.
2.    The trade-name may not be used by the new trader unless it is followed by the name of such trader and by the words “successor” or “lessee”. The new trader may only use his own name in signing commercial papers.

Section 4. Distinguishing Marks

Art. 140. – Definition.
1.    A distinguishing mark is the name, designation, sign or emblem affixed on the premises where the trade is carried on which clearly designates the business.
2.     The use of a distinguishing mark is not compulsory.

Art. 141.  – Choice of distinguishing mark.

1.    A trader may choose any distinguishing mark.
2.    Damages may be claimed on the ground of unfair competition where the distinguishing mark is likely to create confusion in a manner prejudicial to another trader having used an identical or similar distinguishing mark.

Section 5. Right to the lease of the premises

Art. 142 – Civil Code applicable.

Without prejudice to the provisions of this Section, the provisions of the
Civil Code shall app1y to the right to the lease of the premises in which the trade is carried on.

Art. 143. – Nature of the trade carried on.

Where the contract of lease specifies the nature of the trade to be carried on by the lessee, the contract may be cancelled where the lessee carries on a different trade.

Art. 144. – Prohibition of trade by the lessor.

1.    After the contract of lease has been entered into, the lessor may not carry on in the same building a trade similar to the trade carried on by the lessee.
2.    Where the lessor disregards the prohibition provided in sub-art. (1 , he shall be liable for damages and his business may be closed.

Art. 145. – Prohibition from assigning or sub-letting.

1.    Notwithstanding the provisions of Art. 2959 of the Civil Code, any provision in the contract of lease which prevents the lessee from assigning the contract of lease or from sub-letting the premises to the person who buys his business, or which makes such assignment or sub-lease dependent on the lessor’s consent, shall be of no effect.
2.    Any provision which prevents or restricts a trustee in bankruptcy from exercising his rights under Art. 1062 of this Code shall be of no effect.

Art. 146. – Termination of contract of lease.

1.    Where a business is mortgaged, the lessor shall inform the creditors when he terminates the lease or he intends amicably to terminate the lease or to enforce a provision for termination made in the contract.
The lease shall terminate not earlier than one month following such notice to the creditors.
2.    Where notice is not given, the termination of the contract of lease shall not affect creditors having secured rights on the business.

Art. 147. – Lessee declared bankrupt.

1.    Any clause in the contract of lease providing that the contract shall terminate as of right where the lessee is declared bankrupt shall be of no effect.
2.    Where the lessee declared bankrupt, the trustee may exercise his rights under Art. 1040 and 1062 of this Code and the lessor may exercise his rights under Art. 1060 and 1061 of this Code.

Section 6. Patents and Literary or Artistic Copyright

Art. 148. – Patents.
1.    A business may consist of patents relating to registered inventions, trade-marks, designs and models.
2.    Patents shall be subject to the provisions of special laws.

Art. 149. – Literary and artistic copyright.

1.    A business may consist of literary or artistic copyright.
2.    The provisions of Art. 1647-1674 of the Civil Code shall apply to literary or artistic copyright.

Chapter 3. Sale of a business
Section 1. General Provisions

Art. 150 – Civil Code applicable.
Without prejudice to the provisions of this Chapter, the provisions of Art. 2266-2367 of the Civil Code shall apply to the sale of a business.

Art. 151. – Scope of application of this Chapter.

1.    The provisions of this Chapter regarding the sale of a business shall apply:
a.    to any sale or assignment, even under a disguised form;
b.    to any sale by auction at the request of joint owners.
c.    to any distribution accompanied by compensation, where such sale, assignment or distribution relates to a business or its goodwill or to a branch or agency assigned without the principal business being assigned or the goodwill of such branch or agency.
2.    The provisions of this Chapter shall not apply to the sale of individual parts of a business other than the goodwill, unless such sale entails or conceals the sale of the business or of the goodwill of a business.

Sections 2. Formalities

Art. 152. – Sale to be in writing.
The sale of a business shall be null and void unless evidenced in writing.

Art. 153. – Particulars in the contract of sale.

The contract of sale shall specify:
1.    the turnover and profits made during the last three financial years or since the business was created or acquired by the seller, where such creation or acquisition took place less than three years before the sale;
2.    Where the business is carried on in premises let out for hire, the date on which the contract of lease was made and is to expire and the same and address of the lessor;
3.    The mortgages on the business, if any.

Art. 154. – Cancellation of the contract.

1.    The court may cancel the contract of sale on the applicatit1n of the buyer where it is of opinion that the buyer was injured by the failure to comply with any of the requirements provided in Art. 153.
2.    The court may cancel the contract of sale or reduce the price of the sale on the application of the buyer where it is of opinion that the buyer was injured by any inaccurate statement made under Art. 153.
3.    Proceedings under sub-art. (1) and (2) shall be instituted during the year within which the contract was made.

Section 3. Duties of the Seller

Art. 155. – Duty to hand over.
1.    The seller shall hand over the business to the buyer.
2.    Unless otherwise agreed, the sale of a business implies the sale of all the conhtituent parts of such business.
3.    The seller shall enable the buyer to take over the goodwill by handing to him all necessary documents and information.
4.    The provisions of the Civil Code and of special laws shall apply to the assignment of patents and copyrights.

Art. 156 – Books and accounts.

1.    On the day of the sale, the seller and the buyer shall check all accounts and prepare an inventory of all accounting documents and books.
2.    The seller shall retain all his books and accounting documents and the correspondence sent or received by him, but he shall, notwithstanding any provision to the contrary, keep them available or inspection by the buyer for a period of two years.

Art. 157. – Commercial correspondence.

The seller shall hand to the buyer all correspondence relating to the business which he may receive after the sale of the business.

Art. 158. – Seller prohibited from competing.

1.    During five years from the sale, the seller shall refrain from doing any act of competition likely to injure the buyer. He may not carry on, in the vicinity of the business he sold, a trade similar to the trade carried on by the buyer.
2.    The contract of sale may specify the extent of such prohibition which shall in no case exceed five years.

Art. 159. – Right of the subsequent buyers.

A prohibition under Art. 158 shall be deemed to be an element of the business and may be enforced by the buyer and his heirs end by any subsequent buyer.
Section 4. Duties of the Buyer
Art. 160. – Duties of the Buyer.
The buyer shall pay the price in the manner provided in the contract or, where no special provision is made, in cash. Notwithstanding any agreement to the contrary, the provisions of Art. 162 of this Code shall apply.

Art. 161. – Publication of the sale.

The buyer shall ensure that notice of sale is published in accordance with the provisions of Art. 164-170 of this Code.

Art. 162. – Prohibition from disposing of proceeds of sale.

1.    After the sale, the price of the sale shall not be paid to the seller until the period of time for making applications to set aside expires or, where any such application has been made, until the right of the creditors have been sett1ed by agreement or by the court and such creditors have been paid.
2.    Until that time, no payment t or assignment of the claim shall affect the rights of the seller’s creditors.
3.     The contract of sale may provide that the buyer shall deposit the price of the sale with a third party. Any such deposit shall discharge the buyer from his liabilities to the seller but the buyer shall remain liable to the seller’s creditors.

Art. 163. – Guarantee of the seller.

Until he is fully paid, the seller shall be secured by a legal mortgage and shall have the right to cancel the contract as provided in Art. 173-176 of
this Code.

Section 5. Publication of the Sale and Rights of the Seller’s Creditors

Art. 164. – Publication of the sale.
1.    Where a business is sold, the buyer &hall ensure that a notice to this effect is published in the official commercial gazette and in a news-paper   empowered to publish legal notices circulating in the Taklay Guezat where the head office of the business is situate.
2.    Where the business sold comprises branches or agencies situate in different places, the notice under sub-art. (1) shall be published in a newspaper empowered to publish legal notices circulating in the Taklay Guezat where each branch or agency is situate.

Art. 165. – Particulars to be published.
Notice under Art. 164 shall show:
a.    the names and addresses of the seller and buyer;
b.    the objects and address of the business;
c.    the objects and address of any branch or agency which may have been sold with the business.
d.    the date and nature of the contract of sale;
e.    the price of the sale;
f.    the address for service at the place where the business in situate.

Art. 166. – Time within which to publish notices.

1.    Notices under .Art. 164 shall be published during the month within which the sale took place.
2.     Late notice shall be va1id, but the buyer may be liable for any damage caused to the seller or to the seller’s creditors reason of the delay.

Art. 167. – Application to set aside.

1.    Within one month from the publication of the last notice, any creditor of the seller may, even where his claim is not due, move the court to set aside the proceeds of the sale and shall notify the buyer at his address for service.
2.    The application shall show the name and address of the creditor and the amount and basis of the claim.
3.    Where notices under Art. 164 have not been published or did not contain all the particulars required under Art. 165, an application to set aside may be made at any time.
4.    Until the application is decided on, the buyer or third party with whom the proceeds of the sale have been deposited may not dispose thereof and the provisions of Art. 162 shall apply.

Art. 168. – Application rejected.

The buyer may move the court reject an application which is not correct in form, or which is late or made without good cause.

Art. 169. – Distribution of the proceeds of the sale.

1.    The proceeds of the sale shall be distributed by agreement or by order of the court between the creditors having a claim secured by the business and the creditors having made an application to set aside.
2.    The surplus, if any, shall be handed to the seller.

Art. 170. – Overbid by creditors.

1.    Creditors under Art. 169 (1) may move the court to order that the business be sold by auction where the price of I1he sale is insufficient to meet their claims.
2.    The court shall order the sale by auction and the price of the sale shall be higher by one tenth than the price specified in the contract of sale.
3.    Where no third party presents himself at the sale, the business shall be sold to the creditor making the highest bid.

Chapter 4. Mortgage of a business
Section 1. General Provisions

Art. 171. – Mortgage possibilities
1.    A business may be mortgaged.
2.    Mortgage of a business flows from the law or a contract.
3.    Any mortgage, whether legal or contractual, shall be registered.

Art. 172. – Mortgage under the law.

1.    The following persons shall have their claims secured by a legal  mortgage on the business:
a.    the seller of a business, for so long as the price of the sale has not been ful1y paid to him;
b.    The creditors of bankrupt trader.
2.    The relevant provisions of Book V of this Code shall apply to a mortgage under sub-art. (1) (b).

Section 2. Mortgage of the seller and action for the cancellation of the contract of sale

Art. 173. – Legal mortgage.
1.    Where a person sells a business and the price of the sale is not fully paid to him, the payment of the price or such part thereof as is still due shall be secured by a legal mortgage on the business sold.
2.    The provisions of sub-art. (1) shall not apply unless the sale was made in writing and the mortgage has been registered in the manner provided by law during the month within which the sale took place.

Art. 174. – Action for the cancellation of the contract.

The seller who is not fully paid may cancel the contract of sale. The cancellation of the contract shall not affect third parties unless the mortgage has been registered as provided by law and the possibility of bringing an action for cancellation has been entered in the register in which the mortgage was registered.

Art. 175: – Registration of legal mortgage.

1.    The entry of the legal mortgage in the register shall show:
a.    the names and addresses of the seller and buyer;
b.    the date and nature of the contract of sale and the price of the sale;
c.    the amount of the purchase price paid;
d.    the conditions for demanding payment and the rate of interest:
e.    the possibility of bringing an action under Art. 174;
f.    the objects and address of the business;
g.    the scope of the mortgage;
h.    the address of any branch or agency mortgaged with the principal business, if any.
2.    The mortgage shall apply to such parts only of the business as are expressly specified in the entry.

Art. 176. – Bringing of action for cancellation.

1.    The seller who cancels the contract on the ground that he has not been fully paid (Art.174) shall, whatever the part of the price still due, take back the whole business in its condition on the day of cancellation, but not including new parts acquired after the contract of sale was made.
2.    The increase or reduction in the value of the parts sold shall be taken into account in settling, the rights of the seller and buyer.

Section 3. Contractual Mortgage

Art. 177. – Conditions of contractual mortgage.
1.    Any person who is capable under civil law and who owns a business may mortgage such business notwithstanding be does not operate it himself.
2.    The mortgage shall be in writing and shall be registered during the month within which the mortgage deed is drawn up.

Art. 178. – Registration.

1.     The entry of the mortgage in the register shall show:
a.    the names and address of the mortgagor and mortgagee;
b.    the date and nature of the mortgage deed;
c.    the claim secured by mortgage, the conditions on which it may become due and the rate of interest;
d.    the objects and address of the business;
e.    the scope of the mortgage;
f.    the address of any branch or agency mortgaged with the principal business, if any.

2.    The mortgage shall apply to such parts only of the business as are expressly specified in the entry.

Section 4. Manner of Registering Mortgages

Art. 179. – Place of registration.
1.    The mortgage shall be registered by the official entrusted by the Ministry of Commerce and Industry with keeping in each Taklay Guezat the register of mortgages of businesses.
2.    I1he mortgage shall be entered in the register kept in the Taklay Guezat within whose jurisdiction the business is situate.
3.    Where the business comprises branches or agencies situate outside the jurisdiction of the Taklay Guezat, the mortgage shall be entered in the register kept in each Taklay Guezat within whose jurisdiction each branch or agency is situate.

Art. 180. – Removal of the business.

1.    A debtor who wishes to remove his business shall inform the secured creditors. The debt shall become due immediately where such notice is not given or removal is effected earlier than one month from such notice.
2.    Creditors may exercise their rights under Art. 188 where they are of opinion that the removal would reduce the value of the business.
3.    Where creditors agree to the removal and the business removed remains within the same area of jurisdiction, the creditors shall apply for the entry in the register to be varied accordingly. Where the business is removed, to another place, the creditors shall ensure that a new entry is made in the register kept in the Taklay Guezat within whose jurisdiction the new head office is situate.
4.    Where an entry is varied or a new entry is made under sub-art. (8), such varied or new entry shall have effect as from the day of the original entry.

Art. 181. – Principal claim and interest.

    Registration shall have the effect of securing two years interest in the same rank as the principal claim.

Art. 182. – Duration of registration.

    Registration shall secure the claim for five years from the date of registration and shall cease to have effect where not renewed before the expiry of five years.

Art 183. – Cancellation of registration.
Registration shall be cancelled either where all interested parties so agree in writing or following a final judgment by the court.

Art. 184. – Communication of entries to third parties.

    Any person on payment of the prescribed fee may require the official in charge of the register of mortgages to deliver to him a copy of any extract from the register or, where there is no entry for which he is searching, a certificate to the effect that there is no entry.

Art. 185. – Liability.

    The official in charge of the register of mortgages shall be liable for failing to make the entries he is required to make and for any error or omission committed in delivering a copy or a certificate under Art. 184.

Art. 186. – Regulations.

1.    Regulations shall specify:
a.    the manner of keeping registers of mortgages;
b.    the manner of making or canceling entries.
2.    The fees to be paid on registration and on delivery of extracts or certificates under Art. 184 shall be prescribed by law.

Section 5. Rights of Secured Creditors

Art. 187. – Business assigned or let out for hire.
1.    Notwithstanding any provision to the contrary, the debtor may assign his business or let it out for hire.
2.    It may be provided that the mortgage shall become due on the business being assigned or let out for hire. Such provision shall be of no effect unless it is entered in the register.

Art. 188. – Reduction of the guarantee.

    Where the debtor reduces or is likely to reduce the value of the business in particular by removing it, by failing to pay the rent of the premises in which the trade is carried on or by reducing the stocks, any secured     creditor may demand that new sureties be produced and, where not     produced, may move the court to order that his claim be paid forthwith.

Art. 189. – Attachment of business.

1.    A secured creditor whose claim is not paid on becoming due may move the court to order attachment of the business with a view to causing it to be sold by auction. Attachment may not be effected earlier than one month from the creditor having demanded payment and not having been paid.
2.    Any provision to the effect that a credit may, failing payment, attach the business or cause it to be sold without complying with the requirements of the law, shall be of no effect.

Art. 190. – Right to follow the business.

1.    A secured creditor may claim the business from a third party, as the mortgage follows the business into whatever hands it may fall.
2.    The third party may avoid attachment by paying fully all secured creditors.

Art. 191. – Scope of mortgage.

1.    The mortgage charges the business in its condition at the time of attachment, whatever the importance or value of its parts at that time.
2.    The mortgage shall apply to such parts only of the business as are expressly specified in the entry.

Art. 192. – Preferred rights.

1.    Secured creditors shall have a preferred right on the proceeds of the sale of a business.
2.    As between secured creditors, rights shall rank in accordance with the date on which such rights have been registered. Mortgages registered on the same day shall rank concurrently.
3.    The legal mortgage of the seller shall rank before contractual mortgages.

Art. 193. – Mortgages may be set up against the creditors of a bankrupt person.
The relevant provisions of Book V of this Code shall apply where     registered mortgages on a business are set up against the creditors of a     bankrupt person.

Chapter 5. Hire of a Business

Art. 194. – Civil Code applicable.
1.    A business may be let out for hire.
2.    Without prejudice to Art. 195-205 of this Code, the provisions of Art. 2896-2974 of the Civil Code shall apply where a business is let out for hire.

Art. 195. – Publication of the contract of lease.

1.    A contract of lease shall not affect the rights of third parties unless it is in writing and it is published, on the application of either party in the official commercial gazette and in a newspaper empowered to publish legal notices circulating at the place where the head office of the business is situate.
2.    Notices published under sub-art. (1) shall show:
a.    the names and addresses of the lessor and lessee;
b.    the date and nature of the contract;
c.    the objects and address of the business;
d.    the period of time for which the contract ill entered into.

Art. 196. – Registration.

    The owner of the business let out for hire shall cause his name to be struck off and the lessee shall cause his name to be entered in the commercial register in accordance with the provisions of Title IV of this Book.

Art. 197. – Liability of the lessor.

    Until the provisions of Art. 195 and 196 have been complied with and within one month from such formalities having been completed, the owner shall be jointly and severally liable with the lessee for any debt incurred by the lessee in operating the business.

Art. 198. – Particulars on business papers.

    The contract of lease may be cancelled where the lessee fails to add the word “lessee” on all his business papers.

Art. 199. – Duties of lessee.

    The contract of lease may be cancelled where the lessee fails to pay the agreed rent on the agreed day or does not operate the business with the care due by a good trader and in accordance with the objects of such  business.

Art. 200 – Guarantee.

1.    In addition to the rent, the contract of .lease may provide that the lessee shall produce sureties to guarantee the fulfilment of his obligations towards the lessor or third parties.
2.    Notwithstanding any provision to the contrary, the sureties shall be fully returned to the lessee upon the termination of the lease, where the lessee has fulfilled his obligations and no application is made by the creditors within the period of time specified in Art. 202 (3).

Art. 201. – Lessee personally to carry out his duties.

    The lessee may not assign the contract of lease without the written consent of the lessor, as a contract of lease is made on the basis of the personal qualifications of the lessee.

Art. 202. – Termination of contract of loose to be published.

1.    Where the contract of lease terminates, notices to this effect shall be published as provided in Art. 195 (1).
2.    Notices published under sub-art (1) shall show:
a.    the names and addresses of the lessor and lessee;
b.    the objects and address of the business;
c.    the date of termination of the contract;
d.    the amount of the guarantee under Art. 200, if any.
3.    The owner of the business shall be liable to third parties where the sureties under Art. 200 are returned to the lessee earlier than one month from the publication of the last notice.

Art. 203. – Debts of lessee shall become due.

    Any claim which a creditor may have against the lessee shall become due on the termination of the contract of lease.

Art. 204. – Prohibition of trade by the lessor.

1.    During the currency of the contract of lease, the owner of the business may not compete with the lessee by creating or acquiring a business having similar objects.
2.    Where the owner disregards the prohibition provided in sub-art. (1), he shall be liable for damages and his business may be closed.

Art. 205. – Prohibition of trade by the lessee.

1.    The parties may agree that, upon the termination of the contract of lease, the lessee shall not compete with the owner of the business by carrying on a trade similar to the trade carried on by the owner.
2.    Any such prohibition shall not be effective for more than five years.

Chapter 6. Contribution of a Business to a business organisation

Art. 206. – Contribution to be published.
Where a business is contributed to a business organisation being formed     or in operation, notices to this effect shall provided in Art. 195 (1)

Art. 207. – Particulars to be published.

    Notices published under Art. 206 shall show:
1.     the name and address of the contributor;
2.    the objects and address of the business contributed;
3.    the firm-name, nature and head office of the business organisation to which the contribution is made;
4.    the date of the memorandum of association.

Art. 208. – Objection to contribution.

1.    During the month within which the last publication under Art. 206 was made any creditor of the contributor may, even where his claim is not due, send a notice to the head office of the business organisation to which the contribution was made to the effect that he objects to the contribution.
2.    Where no publication was made or it is invalid, a creditor may make his objection at any time.

Art. 209. – Steps taken by partners.

1.    Within one month from an application under Art. 208 being made any partner may move the court to dissolve the business organisation under formation or to cancel the contribution made to the business organisation in operation.
2.    Where an application under sub-art. (1) is not made, the business organisation shall be jointly and severally liable with the contributor where the contribution is cancelled.