Council of Ministers Regulations No. 13-1997 Federal Government Commercial Registration And Licencing | GOALGOOLE | Because you need Information for your goals !
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Council of Ministers Regulations No. 13-1997 Federal Government Commercial Registration And Licencing

COUNCIL OF MINISTERS REGULATIONS NO 13-1997 FEDERAL GOVERNMENT
COMMERCIAL REGISTRATION AND LICENSING COUNCIL OF MINISTERS REGULATIONS

These Regulations are 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. 4/1995 and Article 47 of the Commercial Registration and Licencing Proclamation No. 67/1997.

PART ONE
General

1.    Short Title
These Regulations may be cited as the “Federal Government Commercial Registration and Licencing Council of Ministers Regulations No. 13-1997.

2.    Definition
In this Regulations:
1)    “Proclamation” means the Commercial Registration and Licencing Proclamation No. 67/1997;
2)    “Business Licence” means any business licence issued for any of the activities enumerated in the Appendix to the Proclamation.
3)    The terms. “Commercial code,”  “business person,” “service,” “domestic trade.” “foreign trade,” “goods,” “commercial representative,” “trade name,” “valid business licence,” “industry,” “Ministry,” “Region,” “Bureau,” “person,” “agricultural development,” “principal registration” and “summary registration” shall have the meaning assigned to them under Article 2 of the Proclamation.

PART TWO
Commercial Registration

3.    Registration in the Commercial Register
1)    Any person engaged in business for which the Ministry issues a licence shall be registered by the Ministry pursuant to these Regulations.
2)    Application for principal registration pursuant to sub-Article (1) of this Article shall be submitted by completing in two copies the appropriate form in schedule “B” of these Regulations.

4.    Principal Registration of a Sole Business Person
1)    Where the applicant is a sole business person, he shall submit, in two copies, together with the application:
(a)    his recent passport size photograph;
(b)    proof of authorization of the family council which is duely authenthicated by the appropriate government institution in case he is a minor, or where the application is submitted by a tutor a court decision granting the tutoriship.
(c)    a prior business and operating licence, if any;
(d)    a power of attorney, where the application is signed by an agent;
2)    Where the applicant is a foreigner considered as a domestic investor, he shall, together with the application submit, in two copies:
(a)    his recent passport size photograph;
(b)    a photocopy of the pages of his passport which identify him and indicate his legal entry into the country;
(c)    investment permit;
(d)    photocopy of his residence permit:
3)    Where the applicant is a foreign investor he shall, together with the application, submit, in two copies, the particulars referred to under sub-Article (2) (a), (b) and (c) of this Article.

5.    Principal Registration of a Commercial Partnership and a Cooperative Society
1)    Where the applicant is a commercial partnership;
(a)    a notice published in a newspaper pursuant to Article 8 of the Proclamation;
(b)    a power of attorney where the application is signed by an agent;
(c)    the memorandum of association or the contract of partnership; and
(d)    the documents referred to in Article 4(3) of these Regulations, where one of the partners is a foreign investor;
Shall be submitted in two copies together with the application.
2)    Where the applicant is a cooperative society, it shall, together with the application, submit the documents referred to in sub-Article (1) (b), (c) and (d) of this Article.

6.    Principal Registration of a share company
Where the applicant is a share company:
1)    the documents referred to in sub-Article 1(a),(b) and (d) of Article 5 hereof;
2)    a bank deposited in a bank has been so deposited pursuant to Article 312 (1)(b) of the Commercial Code;
3)    a specimen of share certificates for each class of shares;
4)    a report of contribution in kind, if any, drawn up in accordance with Article 315 of the Commercial Code;
5)    the documents referred to in Article 323(2) of the Commercial Code:
shall, together with the application, be submitted in two copies.

7.    Principal Registration of a Private Limited Company
Where the applicant is private limited company:
1)    the memorandum and articles of association;
2)    the documents referred to in sub-Article 1(a)(b) and (d) of Article 5 hereof;
shall, together with the application, be submitted in two copies
8.    Principal Registration of a Foreign Business Organization
Where the applicant is a foreign business organization:
1)    proof of registration and juridical existence in the country of its establishment;
2)    the memorandum and articles of association or a similar document;
3)    a statement or decision of an authorized organ of the business organization, regarding the capital allocated for its operation in Ethiopia;
4)    a power of attorney issued by an authorized organ of the company for the permanent representative in Ethiopia and authenticated by the pertinent government institution;
5)    the names and specimen of signatures of the representative or representatives in Ethiopia;
6)    a newspaper notice containing the information required by Article 313(2-6) and (10-12) of the Commercial Code;
7)    where it is seeking to engage in the mining sector, proof of authorization for same issued by the pertinent government institution;
shall, together with the application be submitted in two copies.

9.    Principal Registration of a Public Enterprise
Where the applicant is a public enterprise established by the Federal Government:
1)    a copy of the law under which it was established;
2)    letter of appointment of its manager
3)    shall together with the application, be submitted in two copies.

10.    Principal Registration of a Commercial Representative
Where the applicant is a commercial representative of a foreign business enterprise:
1)    proof of registration and juridical existence of the principal in the country of establishment;
2)    where the principal is a business organization its memorandum and articles of association or a similar document;
3)    a statement of expenditure allocated for its operation in Ethiopia which is signed by the appropriate organ of the principal;
4)    proof of appointment as a commercial representative by the principal, authenticated by the appropriate institution;
shall, together with the application, be submitted in two copies.

11.    Decision on Application
Where an application for registration is submitted to the Ministry, it shall:
1)    upon being satisfied that the application is complete, issue a registration certificate within five working days upon payment by the applicant of the appropriate fee prescribed in schedule “A” of these Regulations;
2)    upon ascertaining that the application is not acceptable, notify the applicant within five working days of the reasons thereof.

12.    Alteration and Addition
1)    Any registered business person shall, within sixty days from the occurrence of a situation or fact making necessary an alteration in the particulars of registration, apply for the entry to be altered.
2)    The applicant shall, for the implementation of sub-Article(1) of this Article, submit the relevant documents in two copies.
3)    The business person shall submit information pertaining to the alteration or addition in the register to all the Bureaus by which such business person has been summarily registered.
4)    The provisions of Article 11 of these Regulations shall be applicable to alteration of or addition to entries in the commercial register.

13.    Cancellation of Registration
When a decision is made to cancel the registration of any registered business person pursuant to Article 10(1) and (2) of the Proclamation and such business person applies for a certificate evidencing the cancellation, the Ministry shall issue the same upon payment by the business person of the appropriate fee prescribed in schedule “A” of these Regulations.

14.    Request for Copies of Entries
1)    Any person requesting for a copy of an entry made in a commercial register, or a copy of an extract of the entry or a certificate of no entry shall submit a written request to the Ministry.
2)    The Ministry shall issue to the applicant, within five working days, the required copy or the certificate upon payment of the appropriate fee prescribed in schedule “A” of these Regulations.

15.    Request for a Substitute Registration Certificate
1)    A person whose registration certificate is damaged or lost shall request for issuance of a substitute by submitting to the Ministry a written application explaining how the registration certificate got damaged or lost.
2)    Upon receipt of the application, the Ministry shall, after having caused the return of the damaged certificate, issue, within five working days, a substitute registration certificate, on payment by the applicant of the appropriate fee prescribed in schedule “A” of these Regulations.

16.    Trade Name Registration
1)    Application for registration of a trade name shall be made by completing the appropriate form prescribed in schedule “B” of these Regulations.
2)    The appropriate fee prescribed in schedule “A” of these Regulations shall be payable for registration, alteration and cancellation of trade name.

PART THREE
Business Licence

17.    Power to Issue Business Licence
1)    The Ministry shall issue business licences pursuant to Article 20(2) of the Proclamation for commercial activities enumerated in the Appendix to the Proclamation.
2)    Where the business licence, issued by the Ministry pursuant to sub-Article (1) of this Article, is an import or export licence, such licence shall not be used for importing or exporting the goods enumerated below unless the particular commodity is clearly identified on the licence:
(a)    coffee;
(b)    pharmaceuticals or veterinary medicines;
(c)    medical appliances;
(d)    forestry products;
(e)    wild animals and birds;
(f)    agricultural, industrial and construction machinery, mechanical appliances and motor vehicles;
(g)    minerals;
(h)    chemicals;
(i)    petroleum and petroleum products; and
(j)    other goods for which a certificate of competence must be obtained from the pertinent government institution, in order to prevent damage to public health, safety and the national economy.

18.    Application to Obtain Business Licence
1)    Any person desiring to obtain a business licence shall apply to the Ministry by completing, in two copies, the relevant form prescribed in schedule “C” of these Regulations.
2)    The applicants, shall, together with his application pursuant to sub-Article (1) of this Article, submit in two copies:
(a)    registration certificate;
(b)    his recent pass-port size photograph;
(c)    investment permit and residence permit, where the applicant is a foreigner considered as a domestic investor.
3)    Where the applicant is a foreign investor, in addition to the documents referred to in sub-Article 2(a) and (b) of this Article he shall submit his investment, permit in two copies.
4)    Where the applicant is a business organization having members who are foreigners, it shall, together with the application, submit, in two copies;
(a)    registration certificate;
(b)    memorandum of association and articles of association or contract of partnership;
(c)    a recent passport size photograph of the manger of the business organization.
5)    Where the applicant is a public enterprise established by the Federal Government; it shall, together with the application, submit, in two copies:
(a)    registration certificate;
(b)    a copy of the law under which it was established;
(c)    letter of appointment of its manager:

19.    Issuance of Business Licence
1)    The Ministry:
(a)    where it finds that the application submitted to it pursuant to Article 18 of these Regulations is complete;
(b)    upon having ascertained that one year has lapsed since the cancellation of the applicant’s prior similar business licence, where such licence was cancelled because of his own fault;
(c)    where it ascertains that the commercial activity for which the licence has been requested is not prohibited by law;
shall issue the business licence applied for within five working days upon payment by the applicant of the appropriate fee prescribed in schedule “A” of these Regulations.
2)    Where the Ministry rejects the application, it shall notify the applicant in writing of its decision and the reasons of rejection.
3)    Business persons whose licence have been cancelled for reasons other than those rererred to in article 28(1)(e) of the Proclamation, shall obtain similar licences upon payment of double the fee prescribed for a new licence in schedule “A” of these Regulations.

20.    Renewal of Business Licence
1)    A business licence shall be renewed pursuant to Article 25 of the Proclamation.
2)    When the licence holder comes for the renewal of his licence he shall submit to the Ministry, in two copies:
(a)    a statement regarding the payment of income tax and municipal service fees, endorsing the renewal of the licence, issued by the Inland Revenue Authority or the Finance Bureau, as may be appropriate;
(b)    the appropriate licence renewal application form prescribed in schedule “C” of these Regulations.
3)    Where the Ministry finds that the application submitted to it pursuant to sub-Article (2) of this Article, is complete it shall renew the licence within five working days upon payment by the applicant of the appropriate fee prescribed in schedule “A” of these Regulations.
4)    Where the Ministry rejects the application submitted to it pursuant to sub-Article (2) of this Article it shall notify the applicant within five working days of the reasons of rejection.

21.    Rights and Duties of a Business Person Holding a Business Licence
1)    Any person who has a business licence may carry on any commercial activity so long as such activity is within the scope of the field of activity for which the licence is issued, and he abides by the prohibitions and restrictions imposed by he provisions of sub-Articles (2), (3), (4), (5) and (6) of this Article and other laws.
2)    Any business person shall within the scope of the licencsed commercial activity, carry on different activities in separate places or premises, where carrying on such activities at the same place or premise endangers public health and safety, or property;
3)    No business person shall, concurrently, carry on different activities where doing so:
(a)    entails damage to the consumer or customer; or
(b)    gives rise to conflict of interests.
4)    Any business person shall display a price list for his goods and services by posting  such list in a conspicuous place in his business premise or by affixing price tags on the goods.
5)    Any business person shall comply with what the nature of the business demands and render service, as directed by public notice.
6)    Any business person shall display his business licence in a conspicuous place within the business premise.

22.    Substitute Business Licence
1)    Any business person whose business licence is damaged or lost may request for a substitute by submitting a statement signed by him, whereby he explains how the licence got damaged or lost.
2)    The Ministry shall, after having caused the return of the damaged licence, issue to the licence holder a substitute within five working days, upon payment by the latter of the appropriate fee prescribed in schedule  “A” of these Regulations.
3)    The Ministry shall, upon receipt of the statement explaining how the licence got lost pursuant to sub-Article (1) of this Article, issue to the applicant a substitute business licence within five working days on his payment of the appropriate fee prescribed in schedule “A” of these Regulations,  where no one has come forward with an objection within one month after the publication of notice in a newspaper at the expense of the applicant, stating the loss of the applicants’ licence and his request for a substitute.

23.    Issuance of Business Licence upon Transfer of Business
1)    Any person to whom a business is legally transferred shall, by completing the appropriate application form prescribed in schedule “C” of these Regulations, submit, in two copies, the previous licence and the relevant legal document, together with his application.
2)    The Ministry shall, upon ascertaining that the applicant a similar business licence within five working days upon payment by the applicant of the appropriate fee prescribed in schedule “A” of these Regulations.
3)    Where the Ministry finds that an application under sub-Article (2) of this Article is not acceptable, it shall notify the applicant in writing within five working days of the reasons thereof.

24.    Temporary Licence
1)    Any person requesting for a temporary business licence for the sectors of activity referred to in Article 31(1) of the Proclamation, shall, by completing he appropriate application form prescribed in schedule “C” of these Regulations, submit in two copies together with the application:
(a)    commercial Registration certificate;
(b)    his recent passport size photograph.
2)    When the Ministry finds that the application submitted to it pursuant to sub-Article (1) of this Article is complete, it shall issue a temporary licence within five working days upon payment by the applicant of the appropriate fee prescribed in schedule “C” of these Regulations.
3)    When the Ministry rejects the application, it shall inform the applicant in writing within five working days of the reasons thereof.

25.    Expansion and Upgrading Permit
1)    Any foreign investor who has completed an expansion or upgrading project in industry, hotel, health, education or agricultural development sectors shall, before commencing production or rendering services, submit an application for a permit to produce or render service, pursuant to Article 22(2) and (3) of the Proclamation by attaching the necessary documents hereto
2)    The Ministry shall, upon receipt of the documents referred to in sub-Article (1) of this Article and after having ascertained that the expansion or upgrading project is capable of commencing production or rendering service, issue the permit to the applicant on his payment of the appropriate fee prescribed in schedule “A” of these Regulations.
3)    Where the expansion or upgrading work does not change the conditions under which the previous business licence was issued, the applicant shall not be obliged to submit the documents indicated under sub-Article (1) of this Article.
4)    Where the Ministry rejects the application submitted to it pursuant to sub-Article (1) of this Article, it shall notify the applicant in writing within five working days of its decision and the reasons thereof.

PART FOUR
Commercial Representatives

26.    Issuance of Certificate for a Commercial Representative
1)    Any person desiring to obtain a certificate for commercial representation pursuant to Article 36 of the Proclamation shall, by completing the appropriate application form prescribed in schedule “C” of these Regulations submit to the Ministry in two copies together with the application:
(a)    his certificate of principal registration in the central register;
(b)    a statement of activities to be carried on by commercial representative;
(c)    a document ascertaining that he will, annually, bring into the country, at least, 40,000 US dollars for salaries and operational expenditure;
(d)    where the applicant is a foreign national, his statement undertaking that he will produce a work permit from the appropriate government institution immediately after the issuance of certificate of commercial representation.
2)    The Ministry shall, after having ascertained that the information submitted pursuant to sub-Article (1) of this Article is complete, issue the certificate of commercial representation to the applicant within five working days.

27.    Activities Permitted for Commercial Representatives
The following activities are permitted for commercial representatives:
(1)    to promote, in Ethiopia, products and services of the principal;
(2)    to study projects that will enable the principal to make investment in Ethiopia;
(3)    to promote export products of Ethiopia in the country of the principal.

28.    Renewal of Certificate of Commercial Representation
1)    Any person who has obtained a certificate of commercial representation shall have it renewed within six months following the beginning of the budget year upon payment of the fee prescribed in schedule “A” of these Regulations.
2)    Where the commercial representative fails to have the certificate renewed within the time limit specified in sub-Article (1) of this Article, he shall have it renewed within the next three months upon making an additional payment of twenty percent (20%) of the renewal fee for each month of delay.
3)    Any person requesting for the renewal of the certificate of commercial representation shall, by completing the appropriate form prescribed in schedule “C” of these Regulations, submit in two copies together with the application:
a)    a statement from the National Bank of Ethiopia regarding the deposit of the money specified in Article 26(1) (c) of these Regulations;
b)    where the commercial representative is a foreign national, renewed work permit and residence permit for the pending year.
4)    Where the Ministry finds that the application submitted is complete, it shall renew the certificate of commercial representation within five working days. Upon payment of the appropriate fee prescribed in schedule “A” of these Regulations.
5)    Where the Ministry rejects the application submitted to it pursuant to sub-Article (3) of this Article, it shall notify the applicant in writing of the reasons of rejection within five working days.

29.    Conditions under which a Certificate of Commercial Representation May Be, Cancelled
1.    The Ministry may cancel a certificate of commercial representation where the commercial representative:
a)    is reluctant to submit information required by the Ministry;
b)    is found to have submitted false information to the Ministry;
c)    has ceased to act as a commercial representative;
d)    is proved to have engaged in a n unauthorized activity; or
e)    has failed to have his certificate renewed within the specified time limit:
2.    The Ministry shall, before deciding to cancel the certificate pursuant to sub-Article (1) of this Article, give a one month period to the commercial representative, within which he may submit his written opinion.
3.    The Ministry shall, after examining the evidence submitted by the commercial representative, pass decision within the time specified in sub-Article (2) of this Article, and cancel the certificate where the commercial representative fails to appear within this time limit, or the evidence submitted is not satisfactory.

30.    Request for a Substitute Certificate of Commercial Representation
Where a commercial representative who got his certificate lost or damaged submits an application in writing, the Ministry shall issue a substitute within five working days on the return of the damaged certificate and upon payment of he appropriate fee prescribed in schedule “A” of these Regulations.

PART FIVE
Coordination of Trade Promotion

31.    Trade Promotion
The Ministry shall, pursuant to the provisions of Articles 37 and 38 of the Proclamation, plan, organize, coordinate and implement, upon approval of the appropriate body, the collection, administration and utilization of the fund necessary to promote foreign and domestic trade.

32.    Raising of Trade Promotion Fund
The following shall constitute sources from which trade promotion fund may be raised:
1)    revenue from commercial registration, issuance of licence, certificate and trade information, made by the Ministry;
2)    revenue from voluntary contributions or donation made by associations established in the trade sector or by business persons;
3)    revenue from other sources by way of assistance or donation.

33.    Utilization of Trade Promotion Fund
The Ministry shall use the revenue raised pursuant to Article 32 hereinabove for the following objectives:
1.    for studies conducted to improve export products both in quality and quantity and to find ways and means that enable such products earn foreign exchange both in quality and quantity.
2.    to conduct seminars and training, and award prizes for organizations and employees engaged in foreign trade, administration of foreign trade and promotion.
3.    to prepare and facilitate exhibitions which enable the introduction and marketability of the country’s products in foreign countries.
4.    to assist organizations and individuals who participate in exhibitions and trade study visits prepared by other countries;
5.    to follow up market conditions and collect market information;
6.    for studies to be conducted to promote regional and inter-regional trade;
7.    for studies to be conducted on the expansion and development of export trade and on the proper operation of import trade.

34.    Effective Date
These Regulations shall come into force as of the 8th day of July 1997.

Done at Addis Ababa, this 8th day of March 1997.

MELES ZENAWI
PRIME MINISTER OF THE FEDERAL DEMOCRATIC
REPUBLIC OF ETHIOPIA