CHAPTER SIX COMMISSION AGENTS
Article 58. Definition
1/ A Commission Agent is a person or business organization who, independently, professionally and for gain, undertakes to buy or to sell goods, movables or any other thing of a similar nature in his name, but on behalf of the principal, or to enter into a contract of carriage of goods in his name but on behalf of the principal.
2/ A commission agent is a trader, regardless of the parties and of the nature and object of the contract.
Article 59. Civil Code Applicable
The provisions of Article 2234-2252 of the Civil Code shall apply to contracts of Commission.
Article 60. Stock Brokers
1/ Stock brokers are commission agents.
2/ Unless otherwise provided by law, stock brokers shall be subject to the provisions relating to contracts of commission.
TITLE THREE ACCOUNTS CHAPTER ONE
GENERAL PROVISIONS
Article 61. Keeping of Accounts Compulsory
Any person or business organization carrying on trade shall keep such books and accounts as are required in accordance with business practice and law, having regard to the nature and importance of the trade carried on.
Article 62. Petty Traders
1/ Petty traders shall be exempted from keeping accounts.
2/ The manner in which petty traders carry on trade and amount of capital needed for such trade shall be prescribed by law.
Article 63. Books and Accounts to be kept by Traders
The books and accounts to be kept by traders and the manner in which they are to be kept shall be prescribed by law.
Article 64. Special Rules Applicable to Business Organizations
Nothing in this Title shall affect the special provisions of Book II of this Code applicable to business organizations.
Article 65. Keeping Accounts using Modern Technologies
1/ Traders may keep their general accounts using modern technologies.
2/ The accounts kept in accordance with Sub-Article (1) of this Article shall follow the formalities applicable to accounts or balance sheets kept manually.
3/ The trader may use accounts kept using modern technology as evidence in a manner similar to accounts kept manually.
Article 66. Preservation of Books of Accounts
All books of Accounts and accounting documents shall be preserved for ten years from the date of the last entry or from the date of preparation of such documents.
Article 67. Outgoing and incoming Correspondences
Originals of all letters, message or telegrams received and copies of all letters, messages or telegrams sent shall be filed and preserved for ten years.
CHAPTER TWO
BOOK AND ACCOUNTS AS EVIDENCE
Article 68. Evidence in favor of Party keeping Books
Where a dispute arises between traders or business organizations as to their commercial activities, the court may, notwithstanding the provisions of Article 2016 of the Civil Code, admit as evidence in favor of a party books and accounts which have been kept by such party in accordance with the provisions of the preceding Articles.
Article 69. Evidence Against Party keeping Books
1/ Books shall prove against the party producing them. 2/ A party who avails himself of books may not conceal
any part of such books that may contradict his claim.
TITLE FOUR
THE COMMERCIAL REGISTER CHAPTER ONE
ESTABLISHMENT OF THE COMMERCIAL REGISTER
Article 70. Federal Commercial Register
1/ The Ministry of Trade and Industry shall establish and administer Federal Commercial Register having nationwide application.
2/ The Ministry shall undertake registration of traders and business organizations in accordance with this Code.
3/ Notwithstanding the provisions of Sub-Article (2) of this Article the Ministry may partially delegate its responsibilities related to the commercial register to another federal institution.
Article 71. Regional Commercial Register
1/ Regional States, Addis Ababa and Dire Dawa City Administrations may establish their own commercial register and undertake commercial registration.
2/ The administration of the regional commercial registers established pursuant to Sub-Article (1) of this Article, designation of the authority in charge of registration and the duties and responsibilities of such authority shall be determined by laws to be issued by the Regional States.
3/ Notwithstanding the provisions of Sub-Article (2) of this Article, any regional institution in charge of commercial registration shall undertake the registration by strictly following the provisions of Title IV of this Code.
Article 72. Central Commercial Registration Data Base
1/ The Ministry of Trade and Industry shall establish and administer a central commercial registration database with national application.
2/ The database shall be organized making use of modern information technology and be open and accessible to the public through the Ministry’s website.
3/ The Ministry of Trade and Industry shall, in addition, perform the following:
- enter or register in the database all documents regarding any person registered in the different registers kept by the regional states;
- register and enter into the database letters, documents and notices in relation to business organizations stated under Book Two of this Code; and
- follow up and ensure proper implementation of laws and regulations on Commercial Registers.
Article 73. Publicity
1/ Publicity through the commercial register shall be effected, with regard to a trader, by the entry into the register of declarations made by the trader before the authorities responsible for registration. Entries in the commercial register shall have effect as of the business day following the day when, the entry was made.
2/ The provisions of Book II of this Code shall apply to the registration of declarations made by business organizations.
Article 74. Liability
The office in charge of commercial registration shall be liable for any damage caused by its employees in relation to registration jointly and severally with such employees.
Article 75. Register Open to the Public
1/ The commercial register shall be open to the public. Any person may, upon payment of the required fee, have a look at the information entered in the register, or demand from the appropriate registering office to issue him a copy of any extract from the register or, where the entry for which he is searching has not been made into the register, a certificate to the effect that no such entry has been made.
2/ The registering office has the obligation to provide the required service.
Article 76. Particulars on Business Papers
All registered traders shall specify on all papers used in their business the place where they are registered and their registration number.
Article 77. Transmitting Information and Documents to the Central Data Base
Any federal or regional institution that has undertaken commercial registration pursuant to this Code shall immediately transmit the information and documents, regarding each trader or business organization it registered, to the Ministry of Trade and Industry. The Ministry shall forthwith enter the data into the central commercial registration database.
CHAPTER TWO
ENTRIES IN THE COMMERCIAL REGISTER SECTION ONE
GENERAL PROVISIONS
Article 78. Entries
Entries in the commercial register shall consist of all principal, subsidiary or complementary registrations, and of all alterations and deletions.
Article 79. Manner of Making Entries
1/ Entries shall be made upon a written statement made by the person seeking registration.
2/ Registration and written statements may be made online through a website created for the purpose of commercial registration that is administered by the registering office.
3/ Entries may be cancelled on the order of the registering office as provided in Article 96 of this Code.
Article 80. 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 fulfills the legal requirements for carrying on the trade in respect of which registration is sought.
2/ The official shall see to it that the statement includes all legally required information, 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.
Article 81. Disputes between Applicant and Official
Any disputes arising between the applicant and the official in charge of the register shall be resolved by the competent court.
SECTION TWO REGISTRATION
Article 82. Persons to be Registered
1/ Without prejudice to the provisions of other laws requiring the registration of other persons or entities any Ethiopian or foreign person or business organization carrying on commercial activities within the territory of Ethiopia shall be registered.
2/ The provisions of Sub-Article (1) of this Article shall apply, in particular, to any:
- Ethiopian or foreign person who is a trader within the meaning of Article 5 of this Code;
- business organization indicated under Article 9 of this Code;
- foreign business entities 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-Article (2) (c) of this Article shall be prescribed.
Article 83. 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 agent.
2/ A trader shall make his application and get registered before he begins to carry on trade.
3/ The application may be made through a website administered and controlled by the registering body as provided for under Article 79 Sub -Article (2) of this Code.
Article 84. Cancellation of Registration of former Trader
1/ 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.
2/ Notwithstanding the provisions of Sub-Article (1) of this Article, the registration of the trader shall not be cancelled from the register where the trader concerned operates more than one business and he sells or let’s out for hire only some of the businesses; Only entries made into the register regarding the sold or leased business shall be cancelled.
Article 85. Place of Registration
1/ The application for registration shall be made at the registry within whose jurisdiction the trader or business organization seeking registration has its head office; the trader shall have the right to choose the address of the head office for his firm.
2/ Unless otherwise prescribed by law where the head office of a trader’s firm or a business organization is abroad, the registration shall be carried out by the registry within whose jurisdiction the principal branch or agency is situate.
Article86. Summary Registration
1/ No trader or business organization shall be principally registered in more than one local register even if he
carries on different trade in different Regions nor shall he be registered under more than one registration number in one register.
2/ Where a trader carries on a trade or operates a branch or has a representative office in Regions other than the place where he is principally registered, he shall make an application to be summarily registered in those Regions and a reference shall be made to the principal registration.
Article 87. Particulars in respect of Principal Registration
Where a trader makes an application for principal registration, he shall state:
1/ his full name including that of his grandfather or family name, if any;
2/ his date and place of birth; 3/ his nationality;
4/ his personal address;
5/ where he is a minor, the date on which he was authorized to carry on trade by his tutor;
6/ 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;
7/ the objects of the trade;
8/ Whether he created the business or bought it or leased it and in case of lease, the name of the lessor and all other information necessary for registration;
9/ the trade name;
10/ the trademark, if any;
11/ the address of the business;
12/ the addresses of other businesses, branches or representative offices, if any, which the trader operates either at the place of registration or in other places;
13/ the names of branch managers, if any, and whether their powers are limited to the management of a branch;
14/ the date on which the license for carrying on the trade was granted, if any.
Article 88. Particulars in Respect of Summary Registration
Where a trader makes an application for summary registration, he shall state:
1/ his full name including that of his grad father or family name, if any;
2/ his nationality;
3/ his personal address;
4/ the trade name of the business, branch or representative office;
5/ the address at which the business, branch or representative office is located;
6/ the object of the trade;
7/ the name of the manager and whether his powers are limited to the management of a branch;
8/ the date on which the license for carrying on the trade was granted, if any;
9/ the place of principal registration and the registration number.
Article 89. Business Organizations
The relevant provision of Book II of this Code shall apply to the registration of business organizations.
SECTION THREE
ALTERATION OF ENTRIES AND MAKING ADDITIONAL ENTRIES
Article 90. Alteration of Entries
1/ Any registered person shall, within sixty consecutive days from the occurrence of a fact making necessary an alteration in the particulars of registration, apply for the entry to be altered.
2/ An application under Sub-Article (1) may be made by any interested person.
3/ In particular, the dismissal of the manager shall be entered.
Article 91. Additional Entries in Respect of Persons
1/ A trader that happens to be a human person may apply for the following additional entries to be made:
- 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 it was signed, if any, and the place where or the person with whom the settlement is deposited, if any;
- the decision of the court to dissolve the marriage, if any;
- a judgment declaring the trader incapable, if any;
- an objection of the spouse, if any;
- the setting aside of an objection under Article 17 of this Code;
- the appointment of a new manager.
2/ An application under Sub-Article (1) may be made by any person with vested interest.
Article 92. Additional entries in Respect of Business Organizations
The relevant provisions of Book II of this Code shall apply to additional entries in respect of business organizations.
Article 93. Judgments in Bankruptcy
Additional entries shall be made regarding judgments given under the relevant provisions of Book III of this Code as concerns the opening of reorganization, bankruptcy, summary bankruptcy and discharge the trader.
SECTION FOUR CANCELLATION OF ENTRIES
Article 94. Cessation of Trade
1/ Any trader shall apply for the registration to be cancelled within sixty consecutive days from his ceasing to carry on his trade for whatever reason or where he lets his business out for hire.
2/ Notwithstanding the provisions of Sub-Article (1) of this Article, the registration of the trader shall not be cancelled from the register where the trader concerned operates more than one business and he quits or let’s out for hire only some of the businesses. Only entries made into the register regarding the business he ceased to operate or leased business shall be cancelled.
Article 95. Death of Trader
1/ The spouse or the heirs of a deceased trader shall apply for the registration to be cancelled within sixty consecutive days from the death except in circumstances beyond their control.
2/ Where the right holders under Sub-Article (1) of this Article wish to carry on the trade under joint ownership, they shall apply for a new registration indicating their preferred form of business organization.
Article 96. Entries Cancelled by Order
1/ The registering office shall, on its own motion, cancel the entries in the commercial register when it becomes aware that the trader has ceased to carry on his trade or a decision has been made to the effect that the trader lacks the capacity necessary to carry on trade or on other grounds that are deemed to be sufficient for cancellation of registration pursuant to other pertinent laws.
2/ Any law that provides for provisional cancellation of commercial registration as an administrative penalty, in the absence of a decision to dissolve and wind up, shall be of no effect.
3/ The cancellation order issued pursuant to Sub-Article
(1) shall be notified to the trader concerned and other relevant bodies.