Wednesday, September 9, 2020

የኪራይ ውል-ኃ/የተ/የግ/ማኀበር የሀላፊነት ወሰን- ሰ/መ/ቁ. 34155

 የሰ/መ/ቁ. 34155

ኀዳር ዐ4/2ዐዐ1

ዳኞች፡- አብዱልቃድር መሐመድ

      ታፈሰ ይርጋ

      ፀጋዬ አስማማው

 አልማው ወሌ

      ዓሊ መሐመድ

አመልካቾች፡- 1/ ኢንጂነር ቀለሙ ስንቄ ጠበቃ ብስራት መኮንን ቀርበዋል፡፡

           2/ ከበደ ሚካኤል አካዳሚ ኃ/የተ/የግ/ማኀበር “    

ተጠሪ፡- ኢንጂነር ሳቲኖ ማስካሮ - ጠበቃ ቴዎድሮስ ሃ/ስላሴ ቀርበዋል፡፡

     ጉዳዩ ለምርመራ በተቀጠረው መሠረት ተመርምሮ የሚከተለውን ፍርድ ተሰጥቷል፡፡

Friday, September 4, 2020

Institutional Aspects of Reforming the Financial Sector: The Case of Regulating Banking in Post-Reform Ethiopia

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Alemayehu Geda

Introduction

Following the 1974 popular revolution all privately owned financial institutions including three commercial banks, thirteen insurance companies and two non-bank financial intermediaries were nationalised on 1 January 1975. The nationalised banks were reorganised and one commercial bank (the Commercial Bank of Ethiopia), a National Bank (recreated in 1976), two specialised banks (the Agricultural and Industrial Bank – recently renamed as the Development Bank of Ethiopia and Housing and Savings Bank – recently renamed as the Construction and Business Bank) as well as one insurance company – Ethiopian Insurance company were formed.

e-Payment: Challenges and Opportunities in Ethiopia

Wondwossen Taddesse & Tsegai G. Kidan

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Background

Nowadays, societies have well recognized information and knowledge as invaluable resources. The ‘agricultural age’, the period when majority of workers were farmers, and the ‘industrial age’, the period when work processes were simplified through mechanization and automation, had to pass before the advent of the present 'information age'. The information age began in the 1960s when majority of workers are involved in the creation, distribution, and application of information [1]. The developed countries came through the two preceding ages to reach the information age. The contemporary developing countries, however, host elements from the three ages. There is a mixed sort of development. The trend, nevertheless is that eventually the development of information and communication is to surpass the two and prevail in every aspect of society’s social, political and economic life.

Thursday, September 3, 2020

Rethinking Ethiopian Secured Transactions Law through Comparative Perspective: Lessons from the Uniform Commercial Code of the US

MIZAN LAW REVIEW, Vol. 11, No.1 September 2017

 

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Asress Adimi Gikay §

Abstract

Various countries have reformed their secured transaction laws recognizing the significance of modern secured transactions law in enhancing access to credit and economic development. Ethiopia has not undertaken comprehensive secured transactions law reform, despite the demonstrable mismatch between the legal regime governing security interests and the country’s current political, economic and commercial realities. In-depth analysis of the Ethiopian secured transactions law is made in this article in the light of UCC1 Art 9, English, and French secured transactions laws and the EBRD (European Bank for Reconstruction and Development) Model law and the experience of civil law jurisdiction of Louisiana. I argue that secured transaction law reform in Ethiopia can be implemented based on UCC Art. 9 with some adjustment in light of Louisiana’s experience. The article uses the unitary concept of security interest and floating lien to exemplify the supremacy of the approaches and policies of UCC Art. 9 and its suitability as a model for potential secured transactions law reform in Ethiopia.

Mandatory Compensation to Commercial Agents upon Termination of Agency under Ethiopian Law

MIZAN LAW REVIEW, Vol. 11, No.2 December 2017

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Kamil Abdu Oumer §

Abstract

The Ethiopian Commercial Code recognizes mandatory compensation if agency agreement for an indefinite period of time is terminated due to the fault of the principal; and the Draft Commercial Code is likely to maintain this approach. This comment examines the status and functions of a commercial agent as well as the compensation due to the agent upon the termination of the commercial agency. I argue that there should be mandatory compensation upon the termination of agency relations for both definite and indefinite period of time unless the agency relation is terminated due to the fault of the agent that justifies termination of a contract. This is justified by comparative experience in the legal regimes of Germany, France, Britain, the European Union, Turkey and some international conventions on agency relations.

TITLE IV. GAMES AND GAMBLING

TITLE IV. GAMES AND GAMBLING

 

Art. 713. - Games and gambling.

1.    The provisions relating to insurance shall not which are in the nature of games or gambling.
2.    Without prejudice to the provisions of Art. 714, shall not give rise to valid claims for payment apply to operations games and gambling.
3.    Where a person capable under civil law has spontaneously paid a debt arising out of a game or gambling in which no fraud has been committed, such person cannot claim back the sum paid.

TITLE III. INSURANCE

 

TITLE III. INSURANCE

 

Chapter 1. General Provisions

Art. 654. - Definition.
1.    An insurance policy is a contract whereby a person, called the insurer, undertakes against payment of one or more premiums to pay to a person, called the beneficiary, a sum of money where a specified risk materialises.
2.    Where damages are insured, the insurance policy the risks affecting property or arising out of the civil liability.
3.    Where persons are insured, the insurance risks arising out of death or life, or to risks the person or illness shall extend to insured person's policy shall extend to arising out of injury to the person or illness.

TITLE II. CARRIAGE BY AIR

 

TITLE II. CARRIAGE BY AIR

 

Chapter 1. General provisions

Art. 604. - Scope of application.
    The provisions of this Title shall apply to the carriage of persons, baggage or goods by aircraft whether for reward or free of charge.

TITLE I. CARRIAGE BY LAND

 

BOOK III. CARRIAGE AND INSURANCE


TITLE I. CARRIAGE BY LAND

 

Chapter I. General Provisions

Art. 561. - Contract of carriage.
    A contract of carriage is a contract whereby a person, called the carrier, undertakes for reward to carry persons, baggage or goods and to convey them to a specified place.

TITLE IX BUSINESS ORGANISATIONS INCORPORATED ABROAD OR OPERATING ABROAD

 TITLE IX BUSINESS ORGANISATIONS INCORPORATED ABROAD OR OPERATING ABROAD

 

Art. 555. - Finns incorporated abroad having their head office in Ethiopia.

    Finns incorporated abroad and whose head office or principal place of business is in Ethiopia shall be subject to all, the provisions of this Code and regulations made there under, including provisions relating to memoranda of association.

TITLE VIII. CONVERSION AND AMALGAMATION

 

TITLE VIII. CONVERSION AND AMALGAMATION


Art. 544. - General provisions.
1.    The conversion of one form of business organization into another form does not necessarily cause the creation of a new legal person.
2.    The members may unanimously or by the majority required by law or the articles of association decide on conversion. In no case shall the decision increase the liabilities of a member without his consent.

TITLE VI. COMPANIES LIMITED BY SHARES

 

TITLE VI. COMPANIES LIMITED BY SHARES

 

Chapter 1. General Provisions

Art. 304. - Definition of share company.
1.    A share company is a company whose capital is fixed in advance and divided into shares and whose liabilities are met only by the assets of the company.
2.      The members shall be liable only to the extent of their share holding.

TITLE VII. PRIVATE LIMITED COMPANIES

 

TITLE VII. PRIVATE LIMITED COMPANIES

 

Chapter 1. Formation and General Provisions

Art. 510. – Definitions.  Nature.
1.    A private limited company is a company whose members are liable only to the extent of their contributions.
2.    A private limited company shall not have less than two or more than fifty members and is always commercial in form.
3.    The company shall not issue transferable securities in any form.

TITLE V. LIMITED PARTNERSHIP

TITLE V. LIMITED PARTNERSHIP

 

Art. 296. - Nature of limited partnership.
    A limited partnership comprises two types of partners: general partners in full liable personally, jointly and severally and limited partners who are only liable to the extent of their contributions.

TITLE IV. GENERAL PARTNERSHIP

 

TITLE IV. GENERAL PARTNERSHIP

 

Art. 280. - Nature of general partnership.

1.    A general partnership consists of partners who are personally, jointly, severally and fully liable as between themselves and to the partnership for the partnership firm's undertakings. Any provision to -the contrary in the partnership agreement shall be of no effect with regard to third parties.
2.    Where the partnership is a commercial partnership, each partner shall have the status of a trader.
3.    The partnership shall have a firm-name.
4.    The provisions of Art. 282 shall apply where partnership shares are assigned or transferred.

TITLE III. JOINT VENTURE

 

TITLE III. JOINT VENTURE


Art. 271. - Definition.

    A joint venture is an agreement between partners on terms mutually agreed and is subject to the general principles of law relating to partnerships.

TITLE II. ORDINARY PARTNERSHIP

 

TITLE II. ORDINARY PARTNERSHIP

 

Chapter 1. General Provisions

Art. 227. - Definition.

    A 'partnership is an ordinary partnership within the meaning of this Title where it does not have characteristics which make it a business organisation covered by another Title of this Code.

TITLE I. GENERAL PROVISIONS

 

BOOK II. BUSINESS ORGANISATIONS


TITLE I. GENERAL PROVISIONS

 

Art. 210. - Business organisation defined.

1.    A business organisation is any association arising out of a partnership agreement.
2.    Any business organisation other than a joint venture shall be deemed to be a legal person.

Chapter 6. Contribution of a Business to a business organisation

 Chapter 6. Contribution of a Business to a business organisation

Art. 206. – Contribution to be published.

Where a business is contributed to a business organisation being formed     or in operation, notices to this effect shall provided in Art. 195 (1)

Chapter 5. Hire of a Business

 Chapter 5. Hire of a Business

Art. 194. – Civil Code applicable.

1.    A business may be let out for hire.

2.    Without prejudice to Art. 195-205 of this Code, the provisions of Art. 2896-2974 of the Civil Code shall apply where a business is let out for hire.

Chapter 4. Mortgage of a business

 Chapter 4. Mortgage of a business

Section 1. General Provisions

Art. 171. – Mortgage possibilities

1.    A business may be mortgaged.

2.    Mortgage of a business flows from the law or a contract.

3.    Any mortgage, whether legal or contractual, shall be registered.

Chapter 3. Sale of a business

 Chapter 3. Sale of a business

Section 1. General Provisions

 

Art. 150 - Civil Code applicable.

Without prejudice to the provisions of this Chapter, the provisions of Art. 2266-2367 of the Civil Code shall apply to the sale of a business.

Chapter 2. Elements of a business

 Chapter 2. Elements of a business

 

Section 1. Consistency of a Business

 

Art. 127. – Goodwill and incorporeal elements.

1.    A business consists mainly of a goodwill.

2.    A business may consist of other incorporeal elements such as:

a.    the trade-name;

b.    the special designation under which the trade is carried on;

c.    the right to lease the premises in which the trade is carried on;

d.    patents or copyrights;

Chapter 1. General Provisions

 TITLE V. BUSINESS

 Chapter 1. General Provisions

 

Art. 124. - Definition.

 

A business is an incorporeal movable consisting of all movable property brought together and organised for the purpose of carrying out any of the commercial ac1livities specified in Art. 5 of this Code.

Chapter 4. Final Provisions

 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;

Chapter 3. Sanctions

 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.

Chapter 2. Entries in the Commercial Register

 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.

Chapter 1. Organisation of the Commercial Register

TITLE IV. THE COMMERCIAL REGISTER

 

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.

Chapter 3. Books and Accounts Admissible Evidence

 Chapter 3. Books and Accounts Admissible Evidence

 

Art. 71. - Evidence in favour of party keeping books.

 

    Where a dispute arises between traders as to their commercial activities, the court may, notwithstanding the provisions of Art. 2016 of the Civil Code, admit as evidence in favour of a party books and accounts which have been kept by such party according to the provisions of the preceding Articles.

Chapter 2. Books and Accounts to be kept

 Chapter 2. Books and Accounts to be kept

 

Art. 66. - Entry of dealings.

 

1.    Every trader shall keep a journal where he shall make daily entries of all his dealings regardless of the nature of such dealings or of the manner in which they were carried out.

2.    He may at least once a month balance the proceeds of such dealings and shall in such a case preserve all documents necessary for checking these dealings day by day.

Chapter 1. Keeping of Accounts Compulsory

 TITLE III. ACCOUNTS

 Chapter 1. Keeping of Accounts Compulsory

 

Art. 63. - Traders and Business Organisations.

 

1.    Any person or business organisation carrying on trade shall keep such books and accounts as are required in accordance with business practice and regulations, having regard to the nature and importance of the trade carried on.

2.    The provisions of Art. 66-70 of this Code shall apply.

Chapter 6. Commission Agents

 Chapter 6. Commission Agents

Art. 60. - Definition.

1.    A commission agent is a person or business organisation who, independently, professionally and for gain, undertakes to buy or to sell in his name, but on behalf of the principal, goods, movables or any other thing of a similar nature, or to enter in his name but on behalf of the principal into a contract of carriage of goods.

2.    A commission agent is a trader, regardless of the parties and of the nature and object of the contract.

Chapter 5. Commercial Brokers

 Chapter 5. Commercial Brokers

Art. 56. - Definition.

1.    A commercial broker is a person or business organisation who, independently, professionally and for gain, brings parties together for the purpose of their entering into an agreement such as a contract of sale, lease, insurance or carriage.

2.    A commercial broker is a trader, regardless of the parties he brings together and of the nature and object of the contract for the completion of which he acts as an intermediary.

Chapter 4. Commercial Agent

 Chapter 4. Commercial Agent

Art. 44. - Definition.

1.    A commercial agent is a person or business organisation, not bound to a trader by a contract of employment and carrying out independent activities, who is entrusted by a trader with representing him permanently in a specified area and dealing or making agreements in the name and on behalf of the trader.

2.    Unless otherwise provided in the agency agreement, contracts entered into by a commercial agent shall become effective without confirmation by the trader.

3.    A commercial agent normally acts as agent and may act as broker. He is a trader.

Chapter 3. Commercial Travelers and Representatives

 Chapter 3. Commercial Travelers and Representatives

 

Art. 37. – Commercial travelers.

 

1.    A commercial traveler is a person, domiciled at the place where the head office of the business is situate and bound to a trader by a contract of employment, who is entrusted by the trader with visiting clients and offering to them goods or services in the name and on behalf of the trader.

2.    Unless otherwise agreed, contracts entered into by a commercial traveler shall be of no effect unless confirmed by trader.

3.    Commercial travellers are not traders.

Chapter 2. Managers

 Chapter 2. Managers

 

Art. 33. - Definition

 

1.    A manager is a person who has been authorised, expressly or tacitly, to carry out acts of management and to sign in the name of the trader.

2.    A manager is not a trader.

Chapter 1. Commercial Employee

 TITLE II. AUXILIARIES AND AGENTS

 Chapter 1. Commercial Employee

 

Art. 28. - Definition.

 

1.    Commercial employee are persons who are bound to a trader by a contract of employment and who assist the trader by doing work of a non-manual nature as a salesman, secretary, accountant, guardian, inspector or director.

2.    Commercial employees are not traders.

Chapter 5. Right to Act as a Trader

 Chapter 5. Right to Act as a Trader

Art. 22. - Freedom to carry on trade.

    Subject to such prohibitions or lawful restrictions regarding unfair competition as may be prescribed, any person or business organization has the right to carry on any trade in accordance with the provisions regulating such trade.

Chapter 4. Carrying on a Trade by Married Persons

 Chapter 4. Carrying on a Trade by Married Persons

 

Art. 16. - Married persons may carry on trade.

Any married person may carry on a trade as though he were unmarried unless his spouse objects thereto as provided in Art. 645 of the Civil Code.

Chapter 3. Persons Capable of Carrying on a Trade

 Chapter 3. Persons Capable of Carrying on a Trade

Art. 11. - Persons incapable under the Civil Code

1.    Persons incapable under the Civil Code may not carry on any trade.

2.    Where incapable persons carry on a trade, they shall not, subject to the provisions of Art. 14 and 15, acquire the status of traders and their acts may be invalidated in accordance with the relevant provisions of the Civil Code.

Chapter 2. Traders

 Chapter 2. Traders

 

Art. 5. - Persons to be regarded as traders.

Persons who professionally and for gain carry on any of the following activities shall be deemed to be traders:

Chapter 1. Provisions Applying to Persons Carrying on a Trade

 

BOOK I. TRADERS AND BUSINESSES

 

TITLE I. GENERAL PROVISIONS APPLICABLE TO TRADERS

 

Chapter 1. Provisions Applying to Persons Carrying on a Trade

 

Art. 1. - Scope of application of the Civil Code.

 

Unless otherwise provided in this Code, the provisions of the Civil Code shall apply to the status and activities of persons and business organisations carrying on a trade.

Tuesday, September 1, 2020

The Rights, Duties and Liabilities of shareholders of a share company

Shareholders

Shareholders are one of the main organs of Share Company. Not all persons connected with the activities of a share company are shareholders. Rather, shareholders are usually members of a share company who have subscribed to the capital of the company either at time of its establishment or later and who have been issued shares of the company.

Debentures

It is possible that a company’s financial need may not be met by the fund raised from investors only; the money collected through sale of shares may still be insufficient to run the business of the company. In this case, the company may opt for borrowing money from the public by issuing debt securities (debentures). Accordingly, Money may be borrowed from individuals, banks and other lending financial sources who will be creditors of the company holding the debentures as securities.

Cancellation of Contracts

   Cancellation of Contracts Cancellation is another remedy for non-performance. Cancellation brings an already existing contract to an end....