Chapter 1. Organisation of the Commercial Register
Art. 86. – Local and central registers.
The commercial register shall consist of:
1. Local registers kept in each Taklay Guezat, and
2. A central register kept at the Ministry of Commerce and Industry.
Art. 87. – Official commercial gazette.
1. All principal or subsidiary entries and all complementary entries, alterations or deletions sent to the central register shall be published in the official Commercial Gazette.
2. Regulations may permit of the publication of extracts only.
Art. 88. – Publicity.
1. Publicity through the commercial register shall be effected, with regard to persons, by the entry of declarations made by such persons before the authorities responsible for keeping local registers. Entries in the commercial register shall have effect as from the working day following the day when the entry was made.
2. The provisions of Book II of this Code shall apply to entries of declarations made by business organisations.
Art. 89. – Keeping of local registers.
Local registers shall be kept in each Taklay Guezat by a person appointed by the Ministry of Commerce and Industry.
Art. 90. – Central Register.
1. The central register shall be kept in Addis Ababa by a special department of the Ministry of Commerce and Industry which shall be known as the Department of the Central Commercial Register.
2. The Department shall:
a. Collect from all local registers all information relating to any registered person;
b. Ensure that the provisions of the law regarding commercial registers are complied with;
c. Ensure that publications under Art. 87 are effected;
d. Receive and preserve such acts, documents and notices regarding business organisations as are provided in Book II of this Code.
Art. 91. – Liability.
Officials in charge of commercial registers shall be personally liable for any damage caused by them or by employee appointed by them.
Art. 92. – Communication of entries to third parties.
Any person on payment of the prescribed fee may require the official in charge of a local or the central register 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. 93. – Particulars on business papers.
All registered traders shall specify on all papers used in their business the Taklay Guezat in which they are registered and their registration number.
Chapter 2. Entries in the Commercial Register
Section 1. General Provisions
Art. 94. – Entries.
Entries in the commercial register shall consist of all principal, subsidiary or complementary registrations, and of all alterations and deletions.
Art. 95. – Manner of making entries.
(1) Entries shall be made upon a written statement made by the persons seeking registration.
(2) Entries may be cancelled as of right as provided in Art. 114.
Art. 96. – Form of statement.
(1) A statement under Art. 95 (1) shall be in writing and in three copies signed by the person seeking registration or his representative, and shall be handed to the official in charge of the local register.
(2) All necessary documents, if any, shall be annexed to the statement.
(3) The statement shall be made within two months from the occurrence of the fact to be registered.
Art. 97. – Accuracy of statements.
1. The official in charge of the register shall verify the accuracy of the statement made by the person applying for registration. Where a person applies to be registered as a trader, the official shall ascertain whether the applicant fulfils the legal requirements for carrying on the trade in respect of which registration is sought.
2. The official shall check all documentary evidence supporting the statement and the conformity of the statement to such evidence.
3. The official may require the applicant to produce such further documents or information as may be necessary.
Art. 98. – Application how dealt with.
1. The official in charge of the register shall make an entry of all statements which appear to be correct and shall return a copy of the statement to the applicant. The date of registration and the registration number, if any, shall be specified on such copy.
2. Two different types of numbers shall be used according to whether registration is sought by a person or a business organisation.
3. The official shall keep a copy of the statement and shall file it.
4. The third copy shall be sent to the Department of the central commercial register.
Art. 99. – Disputes between applicant and official.
Any dispute arising between the applicant and the official in charge of the register shall be decided on by the Minister of Commerce and Industry.
Section 2. Registration
Art. 100. – Persons to be registered.
1. Any Ethiopian or foreign person or business organisation carrying out commercial activities within the Empire of Ethiopia shall be registered.
2. The provisions of sub-art (1) shall apply in particular:
a. To any Ethiopian or foreign person who is a trader within the meaning of Art. 5 of this Code;
b. To any Ethiopian or foreign business organisation which is a commercial business organisation within the meaning of Art. 10 of this Code;
c. To any foreign public undertaking carrying out commercial activities and to any commercial representatives or agents of foreign States, public institutions or undertakings.
3. Special regulations applicable to undertakings under sub-art. (2), (c) shall be prescribed.
Art. 101. – Application for registration compulsory.
1. A person shall not be registered as a trader unless an application to this effect is made by the said person or his attorney.
2. The application shall be made within two months from the day on which the trader began to carry on his trade.
3. The power of attorney shall be annexed to an application made by an attorney.
Art. 102. – Cancellation of registration of former trader.
Where an existing business is sold or let out for hire, the purchaser or lessee shall not be registered for so long as the registration of the former trader has not been cancelled in the register.
Art. 103. – Place of registration.
1. The application for registration shall be made at the registry of the Taklay Guezat within whose jurisdiction the person seeking registration carries on his trade. Where the applicant carries on several trades, he shall make the application at the registry in the Taklay Guezat within whose jurisdiction the principal place of business is situate.
2. Where the head office of the business is abroad, the trader shall make the application at the registry in the Taklay Guezat within whose jurisdiction the principal branch or agency is situate.
Art. 104. – Summary registration.
1. No trader shall be principally registered in more than one local register nor shall he be registered under more than one registration number in one register.
2. Where a trader carries on a trade or is in charge of branches or agencies at places other than the place where he is principally registered, he shall make an application to be summarily registered in those places and a reference shall be made to the principal place of registration.
Art. 105. – Particulars in respect of principal registration.
Where a trader makes and application for principal registration, he shall state:
a. His name;
b. His date and place of birth;
c. his nationality;
d. his private address;
e. where he is a minor, the date on which he was authorised to carry on trade by the family council;
f. Where he is married, the place and date of the marriage and whether or not a marriage settlement was made and the date and the place where or person with whom such settlement was deposited, if any;
g. the objects of the trade;
h. whether he created the business or acquired or leased it and in the latter cases, the name of the former trade and all necessary information regarding the registration of the former trader;
i. the trade-name;
j. The special designation under which he trades, if any;
k. the address of the business;
l. the address of other business, branches or agencies, if any, which the trader operates either at the place of registration or in any other places;
m. The names of the managers, if any, and whether their powers are limited to the management of a branch;
n. The date on which the licence for carrying on the trade was granted, if any.
Art. 106. – Particulars in respect of summary registration.
Where a trader makes an application for summary registration, he shall state:
a. His name;
b. his nationality;
c. his private address;
d. the trade name of the business, branch or agency;
e. the address of the business, branch or agency;
f. the objects of the trade;
g. the name of the manager and whether his powers are limited to the management of a branch;
h. the date on which the licence for carrying on the trade was granted, if any;
i. the reference to the principal registration, the place where it was made and the registration number.
Art. 107. – Commercial business organisations.
The relevant provisions of Book II of this Code shall apply to registration of commercial business organisations.
Section 3. Alteration of Entries and Additional Entries
Art. 108. – Alteration of entries.
1. Any registered person shall, within two months from the occurrence of a fact making necessary and alteration in the particulars of registration, apply for the entry to be altered.
2. An application under sub-art. (1) may be made by any legally interested person.
3. In particular, the dismissal of the manager shall be entered.
Art. 109. – Additional entries in respect of persons.
1. Any registered person shall apply for the following additional entries to be made where necessary:
a. The marriage of the trader, the place and date of the marriage and whether or not a marriage settlement was made, the date and the place where or the person with whom the settlement was deposited, if any;
b. The dissolution of the marriage on the decision of the family arbitrators or by the court;
c. The judgment declaring the trader incapable;
d. an objection of the spouse, if any;
e. the setting aside of an objection under Art. 18 of this code;
f. the appointment of new managers;
g. the opening of new branches or agencies. Where a new branch or agency is opened, it sha1l be summarily registered in the register of the Taklay Guezat where such branch or agency is situate.
2. An application under sub-art. (1) may be made by any legally interested person.
Art. 110. – Additional entries in respect of business organizations.
The relevant provision of Book II of this Code shall apply to additional entries in respect of commercial business organisations.
Art. 111. – Judgments in bankruptcy.
The relevant provisions of Book V of this Code shall apply to additional entries of judgments relating to bankruptcy or schemes of arrangement.
Section 4. Cancellation of Entries
Art. 112. – Cessation of trade.
Any registered person shall apply for the registra1ion to be cancelled within two months from his ceasing to carry on his trade or where he lets his business out for hire.
Art. 113. – Death of trader.
1. The heirs of a deceased trader shall apply for the registration to be cancelled within two months from the dearth.
2. Where the heirs carry on the trade under joint ownership, they shall apply for a new registration to be entered.
3. Where the joint ownership is dissolved, the entry made under sub-art. (2) shall be cancelled and the person to whom the business is assigned shall apply for a new registration to be entered.
Art. 114. – Entries cancelled as of right.
1. Cancellation may be ordered as of right by the Minister of Commerce and Industry in particular Where he knows that a business has ceased to operate or that a trader been declared incapable to trade or to carry on the registered trade.
2. The order of cancellation shall be notified by the Minister of Commerce and Industry to the trader concerned and to the official in charge of the Industry where the cancellation is to be entrered.
Chapter 3. Sanctions
Section 1. Penal Provisions
Art. 115. – Failure to register.
Whosoever fails to register or to cause an entry to be made in the register in accordance with the provisions of this Code shall be guilty of an offence and shall on conviction be liable to the penalties provided in Art. 428 of the Penal Code.
Art. 116. – Inaccurate statements.
Whosoever intentionally makes inaccurate statements in relation to registration sha1l be guilty of an offence and shall on conviction be liable to the penalties provided in Art. 387 of the Penal Code.
Section 2. Civil Sanctions
Art. 117. – Effect of registration.
1. All registered persons or business organisations shall be deemed to be traders, unless the contrary is proved.
2. Registered persons or business organizations shall not be permitted to prove that they are not traders and shall incur all liabilities which the status of trader entails.
Art. 118. – Effect of failure to register.
1. Any person who fails to register in accordance with the provisions of this Code may not hold himself out to be a trader to third parties, but he shall be liable as though he were a trader.
2. The relevant provisions of Book II of this Code shall apply to business organisations.
Art. 119. – Effect of failure to cancel entries.
Any registered person who assigns his business or lets it out for hire shall, until his registration is cancelled, be jointly and severally liable for all debts incurred by the assignee or lessee.
Art. 120. – Effect of entries.
1. Any person who caused an entry to be made in the register shall not be permitted to show that such entry is inaccurate unless an application is made for such entry to be a1tered.
2. Third parties shall not be permitted to prove that they did not know of a fact entered in the commercial register.
Art. 121. – Facts relating to persons not to affect rights of third parties.
The following facts shall not affect the rights of third parties in good faith where they have not been entered in the commercial register:
a. the minority of the trader;
b. the marriage of the trader;
c. the marriage settlement of the trader;
d. the dissolution of the marriage of the trader;
e. the judgment declaring the trader incapable;
f. an objection under Art. 16 of this Code;
g. the limitation of the powers of a manager to the management of a branch or agency;
h. the dismissal of a manager.
Art. 122. – Facts relating to business organisations not to affect rights of third parties.
Facts relating to business organisations which do not affect the rights to third parties where they have not been entered in the commercial register are prescribed by Book II of this Code.
Chapter 4. Final Provisions
Art. 123. – Matters to be prescribed.
Regulations shall be made by the Ministry of Commerce and Industry for
the purpose of carrying into effect the provisions of this Title relating to:
a. foreign public undertakings under Art. 100 (2) (c);
b. the manner of keeping local registers and the central register;
c. the manner of numbering registrations;
d. documentary evidence to be produced;
e. forms for making applications;
f. fees to be paid on registration and on delivery of copies or extracts from registers;
g. publication of the official commercial gazette, notices to be published therein and costs of such publication;
h. any other matters which may or shall he prescribed.