Chapter 2. Associations
Art. 404.- Definition.
An association is a grouping formed between two or more persons with a view to obtaining a result other than the securing or sharing of profits.
Art. 405.- Partnerships.
(1) Groupings formed with a view to securing or sharing profits shall be subject to the provisions of the Commercial Code relating to partners ships.
(2) The same shall apply to cooperative and other groupings which tend to satisfy the financial interests of their members by placing them in a position to save money.
Art. 406.- Trade Unions.
(1) Grouping formed with a view to a defending the financial interests of their members or to representing a particular calling shall be subject to the special laws concerning trade unions.
(2) In the absence of special laws, they shall be subject to the provisions of this Chapter.
Art. 407.- Groupings of a religious charter.
(1) Churches, religions, associations other than the Ethiopian Orthodox Church shall be subject to the special laws concerning them.
(2) Failing such special laws, these groupings shall be deemed to be associations failing under the provisions of this Chapter.
Section 1. Memorandum of Association and Statues
Art. 408.- Memorandum of association.
(1) Associations shall be governed by a memorandum of association agreed to by their founders.
(2) The provisions of such memorandum shall be supplemented or superseded by those of this Chapter, whenever the memorandum is silent or any of its provisions is contrary to the law.
Art. 409.- Obligation to draw up statues.
(1) Notwithstanding any agreement to the contrary, associations shall be provided with statues when ever any of the associates so requires.
(2) The request that the association be provided with status may also be made by the office of associations of the provisions where the association carries out its activity.
(3) An association may be dissolved by the office of associations where it is not provided with statues within three months after a request to this effect has been made.
Art. 410.-Purpose of statues.
(1) The memorandum of association shall lapse when the association is provided with statues.
(2) The association shall thereupon be governed by its statues.
(3) The provisions of the statues shall be supplemented or superseded by those of this Chapter, whenever the statues are silent or any of these provisions is contrary to the law.
Art. 411.- Contents and form of statues.
(1) The statues of they association shall be of no effect unless they mention the name of the association, its object, the place where the association has its head office and the date when they are made.
(2) They shall be signed by not less than five associates, who shall be known as the founders of the association.
Art. 412.- Adoption of model statutes.
(1) Status which conform to a standard model approved by the Ministry off Interior need not be signed.
(2) In such cases it shall be sufficient that a special act be prepared, making reference to such statues and signed by not less than two associates.
(3) Such act shall be of no effect unless it mentions the name of the association, its object, the place where the association has its head office and the date when it is made.
Art. 413.- Deposit of statues.
The statues of the association, or the special act making reference to those statues, shall be deposited within one month with the office of associations of the province where the association has its head office.
Art. 414.- Communication of statues.
(1) The statues of the association shall be served without delay on any interested party upon a request addressed to the president of the association.
(2) The date on which the statues are served shall be entered on the copy served.
(3) The prescribed fee may be charged by the association, in addition to the postal expenses arising from service of the statues, where appropriate.
Section 2. Associates.
Art. 415.- Associates.
The association consists of its founders and of the members who have joined the association.
Art. 416.- New members.
Without prejudice to any provision to the contrary, the association may receive new members.
Art. 417.- Promise to join an association.
A promise to join an association shall be off no effect.
Art. 418.- Equality of associates.
Without prejudice to any provisions to the contrary in the memorandum of association or in the statues, all associates shall have equal rights.
Art. 419.- Personal character of the capacity of associate.
(1) The capacity of associate is inalienable.
(2) It shall not pass to the heirs of the associate.
(3) The provisions of this Article shall apply notwithstanding any provision to the contrary in the memorandum of association or the statues.
Art. 420.- Exercise of the rights of an associate. -1. Representation.
Without prejudice to any provision to the contrary in the memorandum of association or in the statues, an associate may not exercise his rights as an associate through a third person.
Art. 421.-2. Payment of subscriptions.
An associate may not exercise his rights as an associate unless he has previously paid the subscriptions fallen due which he owes to the association.
Art. 422.- Subscriptions.
(1) Without prejudice to any provision to the contrary, the membership subscription shall be paid during the first quarter of each year.
(2) An action may only e brought against an associate for the payment of his subscription for the current year and proceeding year.
Art. 423.-Right to withdraw from the association.
(1) An associate may at any time withdraw from the association, notwithstanding that it has been constituted for a definite period of time and notwithstanding any provision to the contrary.
(2) An associate who withdraws from the association shall pay the subscriptions which have fallen due and the subscriptions of the current year.
Art. 424.- Expulsion of an associate.
(1) An associate may be expelled from the association in the cases and in the manner provided for in the memorandum of association or in the statues.
(2) In addition to those cases, he may also be expelled from the association for good cause by the general meeting.
(3) The associate who has been expelled may, within three months after he has been informed of his expulsion, appeal to the court against such decision on the ground that the expulsion is not justified.
Art. 425.- The association does not represent the associates.
Te associates shall not be liable to third parties as a consequence of the activities of the association.
Section 3. Management
Art. 426.- Appointment of directors.
(1) The association shall be managed by one or more directors, appointed in conformity with the memorandum of association or the statues.
(2) Unless otherwise provided, they shall be appointed by the general meeting.
Art. 427.- Directors must be members.
With to prejudice to any provision to the contrary, the direction shall be appointed from among the members of the association.
Art. 428.- Board of management.
(1) When thee are several direct decisions ors, they shall form a board of management.
(2) Without prejudice to any provision to the contrary, the decisions concerning the association shall be taken by the board which shall decide by a majority of its members presenter represented.
(3) Those who do not agree with the decision taken by the majority may require that their dissenting opinion be recorded in a minute.
Art. 429.- Powers of directors. 1. Law.
(1) The directors of an association shall perform al the acts necessary for the management of the association.
(2) They shall represent the association in judicial and extra- judicial matters.
Art. 430.- 2. Statues.
(1) The statues may limit the powers of the directors or regulate the manner in which such powers are to be exercised.
(2) Their provisions may not be set up against third parties unless the statues have been deposited in the office of associations or it is proved that the third parties were actually aware of such provisions.
Art. 431.- 3. Memorandum of association or general meeting.
(1) The provisions whereby the memorandum of association or the general meeting of the association, limit the powers of the directors, or regulate the manner in which such powers are to be exercised, may not be set up against third parties unless it is proved that such third persons were actually aware of those provisions.
(2) They have as their only sanction the responsibility, in relation to the association, off the director or directors who have contravened them.
Art. 432.- Provisional director.
If the persons authorized to act on behalf of the association are not available or are impeded, a provisional director shall be appointed by the court on the application of any interested party.
Art. 433.- Power of capacity.
(1) The persons authorized to act on behalf of the association may require that a document showing their capacity and powers be delivered to them by the office of associations.
(2) Such document shall specify, where appropriate, the period for which the powers have been given.
Art. 434.- Liability of directors.
The directors of an association shall be liable to the association in accordance with the rules relating to agency (Art 2179-2233).
Art. 435.- Exclusion from right to vote.
Notwithstanding any agreement to the contrary, directors may not vote in a general meeting called to approve their accounts or to decide on liabilities incurred by them.
Section 4. General Meeting
Art. 436.- Character of supreme organ.
(1) The general meeting off the associates is the supreme organ of the association.
(2) It shall decide on all matters concerning the association which do not fall within the jurisdiction of another organ.
Art . 437.- Appointment and control of directors.
(1) Unless otherwise provided, the general meeting shall appoint the directors, control their activity and approve their accounts.
(2) It may give directions regarding the management of the association.
Art. 438.- Dismissal of directors.
(1) The general meeting may at any time dismiss the directors without prejudice to their right to the remuneration which has been agreed upon.
(2) This right of dismissal may neither the restricted nor excluded where the directors are dismissed for good cause, in particular where they have committed a serious breach of duties or are unable to manage properly the affairs of the association.
Art 439.- Admission and expulsion of members.
(1) The general meeting shall decide on the admission of new members or on the expulsion of members of the association.
(2) The power to admit or to expel members may not be entrusted to the organs of management except under reservation of ratification by the general meeting.
Art. 440.- Amendment of statues.- 1. Principle.
(1) Without prejudice to any other provision to the contrary, the general meeting may amend the memorandum of association or the statues of the association.
(2) The power to amend the memorandum of association or the statues may not be conferred on any other person or organ.
Art. 441.- 2. Restriction.
(1) The unanimous consent of the associates shall be required where the decision to be taken aims at modifying the object of the association or at giving unequal rights to the associates.
(2) Privileged rights may not be withdrawn from associates except with the consent of such associates.
Art. 442.- Convocation.- 1. Principle.
A general meeting shall be convened by the directors in the cases provided for in the memorandum of association or in the statues and, in cases of urgency, whenever it is in the interest of the association to do so.
Art. 443.- 2. Right of associates.
(1) A general meeting shall be convened whenever such numbers of associates as is fixed by the statues asks for its convocation.
(2) If the statues are silent in this regard, a general meeting shall be convened if one-fifth of the associates so require in writing and specify the purpose of the meeting.
Art. 444.- 3. Convocation by the court.
(1) Where the board of management fails to convene the general meeting whenever it is bound to do so, the general meeting shall be convened by the court on the application of one or more associates.
(2) In such a case, the court shall make the necessary provisions for the chairmanship of the meeting.
Art. 445.- 4. Procedure and time.
(1) The procedure and time of the convocation of a general meeting shall be as provided by the memorandum of association or the statues,
(2) Unless otherwise provided, they shall be fixed by the directors in a reasonable manner.
Art. 446.- Voting at meetings.
(1) Decisions of the general meeting shall be taken by a majority of members who are present or represented.
(2) A decision relating to a point not mentioned in the order of the day shall be of no effect.
Art. 447.- Equivalence.
A proposal which has been agreed to in writing by all the associates shall be deemed to amount to a decision of a general meeting.
Art. 448.- Nullity of decisions of a general meeting. -1. Action.
(1) Notwithstanding any agreement to the contrary, every associate may appeal to the court against decisions of a general meeting to which he has not adhered and which are contrary to be law or the memorandum of association or the statues.
(2) The right to appeal to the court shall be barred if not exercised within one month from the day on which the associate knew of the decision.
(3) An associate shall be deemed to know the decisions taken by a general meeting, where it has been convened without fraud and in accordance with the provisions of the memorandum of association, the statues or the law.
Art. 449.- 2. Authority of the judgment.
A judgment which declares the nullity of a decision of a general meeting shall have effect with respect to all persons.
Art. 450.- Suspension of decisions.
The court may, on the application of one of the directors of the association or of the office of assignations, stay the execution of a decision the annulment of which is demanded.
Section 5. Rights and obligations of the Association
Art. 451.- Principle.
(1) An association is an entity distinct from the persons of whom it is composed.
(2) The rights and obligations of the association are not rights and obligations of its members.
(3) The rights and obligations of the members of the association are not rights and obligation of the association.
Art. 452. Name.
(1) The name of an association is protected in the same manner as that of a physical person (Art. 45 and 46)
(2) Such protection shall not be granted by the law unless the statues of the association have been deposited in the office of associations or the person who has violated the rights of the association has done so knowing what he was doing and in bad faith.
Art. 453.- Residence.
(1) The association shall have its principal residence at the place where its head office is situate, in accordance with the memorandum of association or the statues.
(2) It has secondary residence in any place where it has or occupies premises permanently.
Art. 454.- Capacity.- 1. Principle.
(1) An association may perform all civil acts which are consistent with its nature.
(2) It shall perform such acts through its organs of management.
Art. 455.- 2. Law suits.
(1) An association may sue or be sued.
(2) For this purpose, its shall be represented by such person or persons as are so authorized by the memorandum of association or he statues.
(3) Correspondence may be addressed to and notices may be served on the association or its president without it being necessary to specify the organs qualified for receiving such correspondence or notices.
Art. 456.- Donations and legacies.
(1) The office of associations may demand to be informed of any donation or legacy made to an association where such donation or legacy exceeds a certain amount.
(2) In such a case, the associating shall inform the office of associations within six months from the day on which it received the donating or legacy.
Art. 457.- Extra-contractual liability of the association.
(1) An association shall be liable for the acts and omissions of its directors and servants, whenever such acts and omissions have taken place in the execution of the functions which it is their duty to perform and which entail liability.
(2) An association shall be liable whenever it enriches it self unlawfully.
(3) The provisions of the Title of this Code relating to “Extra-contractual liability and unlawful enrichment” shall apply in the regard (Art 2027-2178).
Art. 458.- Surety for the debts of the association.
A director who has acted on behalf of an association shall stand joint and several surety for the association, by virtue of the law, whenever the association does not function in conformity with the statues deposited in the office of associations.
Section 6. Dissolution and liquidation
Of an association
Art. 459.- Dissolution.- 1. Statues.
An association shall be dissolved in such cases as are provided for in the memorandum of association or the statues.
Art. 460.- 2 General meeting.
Notwithstanding any agreement to the contrary, the general meeting may at any time decide to dissolve the associations.
Art. 461.- 3. Court.
An association shall be dissolved by the court on the application of its board of management, or of one-fifth of the associates, or of the office of associations where:
(a) as a result of the reduction of the number of associates or for any other cause, it is no longer possible to appoint the members of the board of management or to make the association unction in conformity with the memorandum of association the statues;
(b) the object of the association has been attained or it has become impossible to attain it, or a long inactivity shows that the association has ceased to pursue that object;
(c) the association pursues an object which is different to that which is determined by the memorandum of association or the statues;
Art. 462.- 4. Administrative decision.
(1) An association shall be dissolved by the office of associations where its object or activities are unlawful or contrary to morality.
(2) An appeal form such decision may be made to the Ministry of Interior by any of the directors of the association within one month after it has been made known to the association.
(3) The court may, pending the decision on the appeal stay the execution of the decision dissolving the association.
Art. 463.- State of liquidation.
(1) An association shall be in a state of liquidation where it is dissolved in conformity with the law.
(2) It continues to be deemed to have a personality until the end and for the requirements of such liquidation.
Art. 464.- Liquidators. – 1. Appointment.
(1) Unless otherwise provided by the memorandum of association or the statues or ordered by the court, an association shall be liquidated by such persons as have been entrusted with its management.
(2) In default of such persons, the association shall be liquidated by one or more liquidators, appointed by the court.
Art. 465.- 2. Powers.
(1) The liquidator has the powers which operation to the board of management
(2) He may not exercise his powers except for the requirements of the liquidation.
(3) He may not undertake nay new transaction.
Art. 466.- 3. Liability.
(1) The liquidator shall be liable to the association and to the creditors of the association, for the damage which he causes, to them through any mistake which he may make in the exercise of his functions.
(2) The question of his liability to the association may be raided by any of the associates who has exercised the functions of directors of the association during the five years preceding the institution of the action.
Art. 467.- Devolution of property.
(1) The estate of an association which has been dissolved may in no case be partitioned among the associates.
(2) In default of a provision in the memorandum of association or in the statues, and unless the general meeting validly destined it for another purpose, such estate shall become the property of the State.
(3) The general meting may not decide on the destination of the property if the association is dissolved by the office of associations.
Section 7. Control of associations
Art. 468.- Office of associations.
(1) An office of associations shall be established in the capital of each province in connection with the governorate of such province.
(2) The office shall exercise supervision over all associations acting within the province.
Art. 469.- Deposit of statues.
The office of associations shall upon the founders or the person managing associations, where appropriate, to draw up and to deposit statues for the association.
Art. 470.- Register of declared associations.
(1) The office of associations shall keep in alphabetical order a register of the associations established in the province and which have been declared to it.
(2) The directors of an association may appeal to the court against a refusal of registration which is made to them by the office of associations.
Art. 471.- progressive number.
(1) Every association entered in the register shall be given a progressive number which refers tot eh file which the office opens for the association.
(2) Such progressive number shall appear on the statues and on all the documents making up the correspondence of the association with third parties.
Art . 472.- File of the association.
The file of each association entered in the register shall contain:
(a) the name of the association together with its progressive number; and
(b) the statues of the association, and the amendments made to such statues, together with the date of such statues or amendment; and
(c) the name of the directors of the association, or the persons empowered to represent it; and
(d) an indication of the secondary residences which the association may have; and
(e) the decision taken to dissolve the association and the names of the liquidators, where appropriate.
Art. 473.- General meetings.- 1. Convocation.
(1) The office of associations shall be informed in due time whenever a general meeting of an association is held.
(2) It may be represented by an observer at such general meeting.
(3) It may prescribed any measure it thinks fit to ensure the good function of the general meeting as regards in particular the manner and times of convocation, the order of the day and the holding of the meeting.
Art. 474.- 2. Decisions.
The office of associations shall be informed within the month following the holding of the general meeting of all the decisions taken by such the holding of the general meeting of all the decisions taken by such meeting which are to be entered in the fi9le of the association kept by the office.
Art. 475.- 3. Annulment of decisions.
(1) The office of associations may impugn before the court such decisions of the general meeting as are contrary to the law or to the statues.
(2) The right to institute such action shall be barred where the action is not instituted within a month from the day when the office of associations has been informed of the decision taken.
Art. 476.- Amendments of statues.
(1) Where statues have been amended, a copy of the amended statues shall be deposited with the office of associations, within the month following the approval of the amendment by the general meeting.
(2) Such copy shall bear on the cover the words “Text as amended on
(3) Amendments of the statues may not be set up against third parties, so long as they have not been declared to the office of associations unless it is proved that the third parties were aware of them.
Art. 477.- Directors of the association.
(1) The name of the members of the board of management and of the persons empowered to represent the association shall be communicated to the office associations within the month which follows the appointment of such persons.
(2) Every modification made to such list shall be communicated within the same period.
Art. 478.- Balance sheet.
(1) The association shall communicate every years to the office of associations its balance sheet approved by the general meeting.
(2) The Ministry of Interior may prescribe such rules as it thinks fit with a view to ensuring a good presentation and the truthfulness of such balance sheet.
Art. 479.- Ministry of Interior.
(1) The Ministry of Interior may prescribe, within the framework of the existing laws, any other measures it thinks fit with a view to placing the offices of associations is a position to exercise an efficient control on the associations.
(2) Such measures may differ according to the object, the importance and the duration of the association.
(3) Particular measures may also be prescribed for the associations which have their head office in a foreign country, or which carry on an activity in a foreign country or the majority of whose members are foreigners, or which have a board of management in which one or more members are foreigners.
Art. 480.- Criminal sanctions.- 1. Declarations to the office.
The punishments laid down in the penal Code shall apply where:
(a) the founders of an association have not deposited the statues thereof at the office of associations within the period provided by the law; or
(b) the directors of an association have contravened the provisions of this Chapter relating to the declarations to be made to or documents to be deposited in the office of associations.
Art. 481.- 2. Infringements of various provisions of the law.
The punishments laid down in the Penal Code shall apply where:
(a) the progressive number of an association has not appeared on the statues or on a document or correspondence with third person;
(b) the statues of an association have communicated according to the law to an interested person on a request of the latter.
Art. 482.- 3. Association declared illegal.
(1) The directors of an association dissolved by the office of associations who continue to carry on an activity in their said capacity shall be liable to the punishments laid down in the Penal Code.
(2) The members of an association who have continued to take part in its activities being aware of its illegal character shall be liable to the punishments laid down in the Penal Code.
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