ETHIOPIA

Forms of business enterprise:

It is possible to trade as a sole proprietor, partnership, share company, private limited company or a co-operative in Ethiopia. However, it is also possible to open a branch office of an overseas company. All foreigners wishing to conduct a business in Ethiopia and apply for incentives must obtain an Investment Permit from the Ethiopian Investment Agency, which is also the entity responsible for company registration. According to the website of the Ethiopian Investment Agency, found at www.eia.gov.et, it is a government agency established in 1992 to promote private and foreign direct investment. The Agency is supervised by an Investment Board which is chaired by the Minister of Industry.

Companies are registered in terms of the Commercial Code of Ethiopia and the process is as follows:-

• Reserve the company’s name.
• Authenticate the company documents and lease agreement in respect of the business premises at the Documents Authentication and Registration Office.
• Submit the company documents to the Commercial Registry and obtain the letter necessary to open a bank account.
• Open a bank account and deposit the company’s capital.
• Register the company and obtain the commercial registration certificate.

After incorporation, it is common practice to make a company seal. It is also necessary for the company to register for income tax and VAT with the Ethiopian Revenue and Customs Authority, to obtain a business license and to install a cash registration machine, which is linked to the Tax Administration System.

Trade mark registration:

Before 2006, Ethiopia had a formalised cautionary notice system in terms of which the only trade mark protection available was obtained by publishing so-called “cautionary notices” in local newspapers.

Proclamation no. 501/2006 on Trade Mark Registration and Protection was issued in 2006, but no implementing regulations were initially issued. However, the Ethiopian Trade Mark Office (EIPO) immediately started registering trade marks in terms of this Proclamation. The implementing regulations were finally published on 24 December 2012 and it is now possible to register trade marks in the traditional sense in Ethiopia.

In terms of the implementing regulations, all trade marks “filed” before the Proclamation was issued must be “re-registered”. This basically implies filing a new trade mark application which will have a new application date. However, if any conflicts arise between trade marks that are the subject of re-registration applications and trade marks that are the subject of new applications, the initial filing date of the re-registration will prevail.

As indicated above, the EIPO started registering trade marks in terms of the Proclamation before the implementing regulations were promulgated. In doing so, it incorrectly indicated a validity period of six years instead of seven years. It is therefore necessary to apply for the amendment of registration certificates that were issued between the effective date of the Proclamation and 24 December 2012, the date on which the implementing regulations were promulgated.

The deadline for applying for re-registration or amendment of existing trade marks is 24 June 2014. At the time of writing, the EIPO has indicated that it will not extend this period, despite requests for it to do so.

In terms of the abovementioned Proclamation it is possible to register trade marks in respect of goods and services, as well as collective trade marks. The International Classification System is used and a single application can cover any number of classes.

Applications are examined as to formalities and substantive compliance with the Proclamation. Once accepted, applications are advertised for opposition purposes in two newspapers, one English and one Amharic. If no oppositions are entered, the registration certificate will issue.

Because the trade mark registration system is so new, it is difficult to give an estimation of the average time it takes for trade marks to be registered. This is worsened by the fact that the EIPO is currently dealing with a large number of applications for re-registration and amendment discussed above. To date, we have received some registration certificates for applications filed in terms of the Proclamation within 8 months. This period could be reduced once the re-registration and amendment process has been completed, but it could also increase as the public becomes aware of the new registration procedures and more applications are filed.

DJIBOUTI

Forms of business enterprise:

In Djibouti, companies are registered at the Office Djiboutienne de la Propriete Intelectuelle et Commerciale (ODPIC). It is also possible to conclude all formalities to set up a business in Djibouti at the One Stop Shop provided by the National Investment Promotion Agency (NIPA) Djibouti at a reduced cost and in the shortest time possible. NIPA was established in 2001 to promote investment in Djibouti through flexible investment operations and a modern regulatory framework and procedures. ODPIC’s website can be found at www.odpic.info (only available in French) and NIPA’s at www.djiboutinvest.com.

The official languages of Djibouti are French and Arabic. Therefore, the current companies legislation, Code des societies, no. 86-116 of 1986, was promulgated in French. In terms of this Code, the most common forms of enterprise used are Limited Liability Companies and Limited Companies. It is possible to incorporate a company in Djibouti irrespective of your nationality and a foreign investor does not need to have a local partner to start a business in Djibouti.

The company registration procedure is as follows:-

• Deposit the company’s capital.
• Reserve the company’s name.
• Prepare the company documents.
• Obtain criminal records of the company’s manager(s).
• Register and file the company documents, which are then advertised in the newspaper La Nation.

After incorporation, companies must register for taxes and obtain a professional license (patente), create a company seal, letterhead and books and register its employees with the Organisation de Protection Sociale.

Trade mark registration:

The current legislation dealing with the registration of trade marks in Djibouti is Law no. 50/AN/09/6th L of 2009 on the Protection of Industrial Property. In terms of this Act, it is possible to register trade marks for goods and services and collective marks.

Djibouti uses the International Classification System and a multi-class application system is followed.

Once filed, applications are only examined to ensure formal compliance and registration certificates are issued within a few days to two months after filing.

The so-called Horn of Africa, where these companies are located, was severely war-torn and some areas are still facing armed conflicts. Business owners should therefore consider very carefully whether they wish to expand to these countries and, if so, establish contact with local experts to assist with navigating the difficult political and economic landscapes.

Written by Adré Greeff, Adams & Adams

Verified by Johan du Preez