Welcome to our Vital Checklists & Guides library.

This resource center provides practical legal checklists and guides prepared to help foreign investors, Ethiopian diaspora, businesses, executives, NGOs, and international companies better understand key legal and regulatory requirements in Ethiopia.

The resources are designed to assist with planning and due diligence. They are intended for general informational purposes and do not constitute legal advice. Every transaction is unique, and professional legal advice should be obtained before making significant legal or investment decisions.

We regularly update this library to reflect changes in Ethiopian laws, regulations, and business practices.

Who should read this? Foreign investors, multinational companies, joint venture partners, investment funds, and diaspora investors considering business opportunities in Ethiopia. 

This practice insight is written for lawyers, company secretaries, board directors, investors, and business owners navigating executive management removals under Ethiopian commercial law. 

The dismissal of managers under Ethiopian law is governed entirely by the legal form of the business organization. While corporate forms prioritize managerial flexibility and board confidence, partnerships and joint ventures safeguard partner stability and personal trust. Understanding these differences is essential for lawyers, company secretaries, directors, investors, and business owners. 

Comparative Statutory Framework of dismissal of managers under Ethiopian law

Share Companies (Flexibility Takes Priority)

Every share company must have a General Manager appointed by the Board of Directors, which also possesses statutory authority to revoke that appointment. Under Article 337 , the General Manager has no right to reinstatement even if dismissed without good cause. This reflects a key legal policy: corporate governance requires absolute trust between the Board and executive management. Once trust lapses, the Board can replace management immediately without corporate uncertainty. Contractual employment claims may remain, but the corporate office itself cannot be recovered through reinstatement.

Private Limited Companies (Multiple Routes to Removal)

Under Article 517 , dismissal of a PLC manager may be executed by: 

1. The organ that appointed the manager;

2. The ordinary general meeting (unless the memorandum provides otherwise); or 

3. The court, upon request of any shareholder where good cause exists. Like share companies, PLC managers have no right to reinstatement if dismissed without good cause. To preserve continuity during transition, the Code permits the deputy manager or board chairperson to act temporarily, or allows courts to appoint an independent provisional manager during conflicts of interest.

General Partnerships (Importance of the Memorandum)

Dismissal procedure in general partnerships depends strictly on the instrument of appointment: Appointed in the Memorandum: Under Article 204 , removal requires amending the memorandum, which demands unanimous consent of all partners unless agreed otherwise. Appointed Outside the Memorandum / Non-Partner Managers: Under Article 203 , dismissal may be effected by a simple majority vote. Decision-Making in Partnerships: Partnerships operate primarily on personal participation rather than capital weight. Unanimity remains the statutory default for amending the memorandum, appointing attorneys, or performing acts beyond normal business practice ( Article 204 ). Partners ordinarily hold equal voting rights regardless of capital contribution.

Joint Ventures (Mutual Confidence Is Central)

Joint ventures provide strong protection for partner managers under Article 240 , which provides: 

"The appointment of a manager who is a partner may be revoked for good cause." 

Unlike companies, a joint venture partner-manager cannot be removed simply due to partner preference; legally sufficient justification ("good cause") is strictly required. 

Statutory Registration Requirement

Under Article 90 , any managerial dismissal must be registered in the Commercial Register within sixty (60) consecutive days. Registration ensures transparency, protects third-party creditors, confirms authority to represent the business, and maintains register accuracy. Any interested person may seek court-ordered alteration if the business defaults. 

This legal insight is written for foreign companies, multinational brand owners, in-house counsel, and IP attorneys seeking to protect international trademarks in Ethiopia. 

Enforcing Foreign Trademarks in Ethiopia 

CASE BACKGROUND & KEY DISPUTE :

Key Parties: Intercontinental Hotels Corp. (Respondent) vs. Simachew Kebede & G.H.C. Mix P.L.C. (Applicants) Intercontinental Hotels Corporation (a US-registered multinational) registered its trademark in Ethiopia with the Ministry of Trade / Ethiopian Intellectual Property Office (EIPO). However, local operators established the "Intercontinental Addis Ababa Hotel," set up an independent website, and displayed branding at Bole International Airport. 

Preliminary Legal Defense: When the global chain sued for trademark infringement, the defendants raised a key preliminary defense: Because Intercontinental Hotels Corp. was not commercially registered to conduct business in Ethiopia, it lacked local legal personality and therefore could not sue in Ethiopian courts 

Supreme Court Ruling & Legal Takeaways on enforcing Trademarks in Ethiopia

Core Holding: Conducting business in Ethiopia and owning a registered trademark are legally distinct concepts. A foreign business entity with legal personality abroad that registers its trademark in Ethiopia retains full legal standing to enforce its IP rights in Ethiopian courts even without a local commercial registration or active business operations in Ethiopia.

Distinct Statutory Purposes: Commercial Registration (Proclamation No. 686/2010) regulates conducting trade locally, while Trademark Protection (Proclamation No. 501/2006) prevents consumer deception and protects brand goodwill. 

Enforcement Rights: 

Holding a valid trademark certificate grants the owner statutory rights under Article 26 of Proclamation No. 501/2006 to halt unauthorized third-party usage