Company Registration and Licensing

1. Pre-Investment Preparation

Before approaching the Ethiopian Investment Commission (EIC), the investor needs to prepare:

  • Business Plan / Feasibility Study (basic outline of activity, investment capital, job creation, etc.).

  • Name Reservation (a unique company name to be registered at the Ministry of Trade or local trade bureau).

  • Identification Documents:

    • For local investors: renewed trade license, TIN, ID/passport.

    • For foreign investors: notarized passport copies, business profile, parent company documents if applicable.

  • Capital Commitment:

    • Minimum foreign investment capital: USD 200,000 (USD 150,000 if in joint venture with local partner).

    • USD 100,000 for consultancy, services, and technology transfer activities.

    • No minimum for domestic investors.


2. Investment Registration (EIC)

The process starts with securing an Investment Permit from the Ethiopian Investment Commission.

Steps:

  1. Application Submission:

    • Fill the investment permit application form (available at EIC).

    • Attach feasibility study, investor profile, and required documents.

  2. Evaluation:

    • EIC evaluates whether the activity is open to foreign/local investors and complies with regulations.

  3. Issuance of Investment Permit:

    • Once approved, EIC issues the Investment Permit, which grants the investor the right to establish a business entity in Ethiopia and open a bank account for capital transfer.


3. Capital Registration & Bank Procedures

After the Investment Permit:

  • Open a foreign currency account at a local commercial bank in Ethiopia (in the name of the new company under formation).

  • Transfer the minimum investment capital from abroad into this account.

  • The bank issues a Foreign Currency Inflow Confirmation letter to EIC.

  • EIC registers the capital inflow and issues a Capital Registration Certificate (important for repatriation rights).


4. Commercial Registration & Licensing

Once capital is registered, the company must secure its legal entity status.

Steps:

  1. Drafting of Memorandum & Articles of Association (MoA & AoA):

    • Prepared by a local lawyer or notary.

    • Signed by all shareholders (or their attorneys via POA).

  2. Notarization:

    • MoA/AoA notarized at the Documents Authentication and Registration Agency (DARA).

  3. Commercial Registration:

    • Register the company at the Ministry of Trade (or Regional Trade Bureau).

    • Obtain a Commercial Registration Certificate.

  4. Business License:

    • Apply for and obtain the relevant Business License for the sector of activity.

. Tax & Regulatory Compliance

  • TIN Registration: Tax Identification Number from the Ethiopian Revenue & Customs Authority.

  • VAT Registration: If turnover exceeds ETB 1 million per year (or voluntarily earlier).

  • Social Security Registration: For employees with Private Organization Employees’ Pension Agency.


6. Sector-Specific Licenses (if applicable)

For regulated sectors, additional approvals are required:

  • Financial Services: National Bank of Ethiopia (PSO, PSH, Insurance, Bank, etc.).

  • Mining, Oil & Gas: Ministry of Mines.

  • Aviation: Ethiopian Civil Aviation Authority.

  • Telecom/ICT: Ethiopian Communications Authority.

  • Healthcare & Pharmaceuticals: Ministry of Health.


7. Post-Licensing Obligations

Once licensed, the investor must:

  • Commence implementation within the time specified in the permit.

  • Submit progress reports to EIC.

  • Maintain proper books of accounts (IFRS standard for larger firms).

  • Comply with labor law (Proclamation No. 1156/2019) for employment contracts, safety, and benefits.

  • Environmental Compliance (where required, Environmental Impact Assessment (EIA) approval).


8. Incentives & Benefits

Investors are eligible for:

  • Customs duty exemptions for capital goods, construction materials, and spare parts.

  • Income tax holidays (2–6 years depending on sector and location).

  • Repatriation rights for profits, dividends, loan repayments, and capital upon liquidation.


Summary Flow:
Feasibility Study → Name Reservation → Investment Permit (EIC) → Bank Account & Capital Transfer → Capital Registration → MoA/AoA & Notarization → Commercial Registration → Business License → Tax/VAT Registration → Sector Licenses → Implementation & Reporting.

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