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Ethiopia - Obtain a Commercial Registration Certificate

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Contents

Introduction

According to the Commercial Registration and Business Licensing Proclamation No. 67/1997, an investor is not allowed to engage in any commercial activity unless registered in a commercial register.

Such registration is made only once even if an investor engages in different commercial activities in various regions.

An investor is expected to perform summary registration when he/she wants to establish branches other than the place where it is principally registered. The registration service is simultaneously provided when an investor applies for an investment permit.

Eligibility

  • Foreign investors;
  • Foreign nationals, excluding Ethiopians by birth, taken for domestic investors pursuant to Article 2(5) of the Proclamation;
  • Domestic investors investing in areas eligible for incentives;
  • Domestic and foreign investors making investments in partnerships

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Instructions

  • No person shall engage in any commercial activity which requires business license without being registered in the commercial register.
  • Any person shall be registered in the commercial register, at the place where the head office of his business is situated.
  • Any person shall register in the commercial register only once, even though he carries on different commercial activities in different regions.
  • Any person who opens branch offices in many places shall inform the registering office where his branch office is situate, the address of the branch office and his special identification number of registration by completing the appropriate application form and attaching photocopies of his commercial registration certificate and business license before commencing operation.
  • As provided for under Article 105 of the Commercial Code, when any person is being registered in the commercial register, the trade name shall be included in the commercial registration by verifying that it is unlikely to create conflict with the interest of another business person.
  • Any person, who is not registered in the commercial register in accordance with the laws which were in force prior to the coming into force of this Proclamation, but who has been carrying on a commercial activity under a license from any authorized government body, shall be registered pursuant to this Proclamation with in 12 months from the effective date of this Proclamation

Required Information

Commercial registration of a sole business person.
  • passport size photographs of the applicant taken within six months time,
  • photocopies of the kebele identification card or copies of valid passport of the applicant,
  • where the applicant is a foreign investor his investment permit,
  • where the applicant is a foreigner considered as a domestic investor, a document issued by Ethiopian Investment Agency to testify this,
  • a document which testifies that he has attained the age of 18,
  • the exact address of the head office and branch offices of his business if any, and
  • 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.
  • Bank statements/ asset evaluation are required to attest the registered capital of a business, but this was not required before.
  • Certificate of competency issued by the concerned governmental body.
  • A title deed for own offices of an authenticated contract of lease.
  • General forms of business.



Commercial registration of Share Company.

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:

  • 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,
  • 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,
  • original copies of minutes of resolution of the subscribers of the company and such other documents as may be associated with the resolution,
  • original copies of memorandum and Article of association of the company,
  • documents stipulated under sub Article (1)(c) and (d) of Article 11 of this Proclamation,
  • if necessary,information and documents prescribed under sub Article (6) and (7) of Article 10 of the Proclamation;

Procedure

A person wishing to obtain a commercial registration certificate should complete the following steps.

Step I - Fill out and submit the appropriate form.
  • complete two application form at least one month before you start operations .Then follow the instructions as indicated on the form.
  • Attach the document stipulate in the proclamation register.
Step II - Gather all the documents;
These include
  • Copies of memorandum and article.
  • The original copy of power of attorney and authenticated.
  • Photocopies of kebele identification card or passport
  • The passport size photographs taken within six months time,
  • A bank statement showing deposited shares of members,
  • original copies of minutes of resolution of the subscribers,
  • original copies of memorandum and Article of association of the company
Step III - Obtain the written permission of the registering office from Ethiopian investment Agency.

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 from the investment agency of the registering office.

  • Attache the the written permission on the Application Form.
Step IV - Payment of the prescribed fees.

After submitting the application to the registering office,The registering office shall verify the accuracy of details stated in the application form and documents attached thereto.

Then the registering office shall register the application and issue to the applicant the required payment form of the appropriate fee prescribed in the regulation.

  • The registering office shall then 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.
Step V - Requesting for the Tax identification number.
  • The registering office shall request the tax collecting office, in writing, to give the business organization applying for a commercial registration a taxpayer’s identification number, before registering it.
  • Then the tax collecting office shall inform the registering office, in writing of the taxpayer’s identification number it has issued to the business organization which is under formation.
  • The registering office shall enter in the trade register, the taxpayer’s identification number of the applying individual business person or the business organization issued by the tax collecting office, as special identification number of registration.
Step VI - Finger prints.

Take the finger prints,Finger print of the Applicant and with a copy. Please go to the nearest police station or to the companies authorized to take finger prints. The preferred finger prints are those that are captured on the original form during the Tax identification number registration.

  • The registering office shall use the finger print registered by the tax collecting office for individual business person.
Step VII - Forward to the Ministry the particulars of the registration.
  • The bureau or the Ethiopian Investment Agency, which has made commercial registration under the Proclamation, shall forward to the Ministry the particulars of the registration in a form designed for the purpose of further registration.
  • The Ministry shall prepare forms that shall be used for further registration purposes.The Ministry shall determine the number of

photographs and copies of documents that shall be attached with the application for further registration.

  • The Ministry shall register in the central register information forwarded to it pursuant to sub article (1) of this Article and those

registered by itself, pursuant to Article 5 sub article (1) of the Proclamation.

Step VIII - Final step Receive your new commercial registration certificate,

After that Ministry has registered the information in the central register at the Ministry then the commercial registration certificate will be issued to the Applicant.


Note
  • When the registering office rejects the application for registration submitted to it pursuant to sub article (1) and (2) of this Article, it shall notify the applicant in writing the reasons thereof.
  • Foreign investors to be engaged in the mining sector, federal public enterprises, commercial representatives, branches of foreign companies, foreign traders that come to operate in Ethiopia by winning international bids, organizations that are permitted to engage in commercial activity and foreign investors intending to buy an existing enterprise in order to operate it as it stands shall be registered with the Ministry. while the Regional public enterprises shall be registered with the bureaus.

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Required Documents

  • 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,
  • original copies of memorandum and Article of association,
  • documents evidencing that the foreign nationals are considered as domestic investors or their investment permits and photocopies of pages of their valid passports,
  • certificate of incorporation,originals and authenticated copies of its memorandum and Article of association.
  • a notarized minutes of resolution passed by the authorized organ of the juridical person.
  • an investment permit,


Fees

Explain the fees structure which is required for obtaining the certificate/document.

Validity

  • Valid Forever
  • Such registration is made only once even if an investor engages in different commercial activities in various regions.

Documents to Use

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Sample Documents

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Processing Time

Processing takes 30 working Days

Office Locations & Contacts

Ethiopian Investment Agency

P.O.Box 2313

Tel. +251-115- 51 00 33

Tel. +251-115- 53 72 86

Fax: +251-115- 51 43 96

Email: ethioinvest@eia.gov.et

Website:http://www.eia.gov.et

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Video

Videos explaining the procedure or to fill the applications. 
Attach videos using the following tag <&video type="website">video ID|width|height<&/video&> from external websites.
Please remove the "&" inside the tags during implementation.
Website = allocine, blip, dailymotion, facebook, gametrailers, googlevideo, html5, metacafe, myspace, revver, 
sevenload, viddler, vimeo, youku, youtube
width = 560, height = 340, Video ID = Can be obtained from the URL of webpage where the video is displayed.
e.g In the following url "http://www.youtube.com/watch?v=Y0US7oR_t3M" Video ID is "Y0US7oR_t3M". 
	

Information which might help

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Other uses of the Document/Certificate

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e.g. Birth Certificate can be used as proof of identity.

External Links

http://www.eia.gov.et/english/articles/read_more/17#1

http://www.2merkato.com/articles/starting-a-business/139-business-registration-and-licensing-procedures-in-ethiopia

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