Thursday, September 3, 2020

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.

 

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.

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