Legal Requirements for Asset transfer

Ministry of Mines
Criteria of License Transfer
A. Transfer

1. Application form signed by the manager or legally authorized person, Mention Name of
the transferee
2. Summary reports of the previous year’s mineral operations and EIA audit.
3. Clearance of due payments (Land rent, Royalty, etc, if applicable)
4. Transfer agreement between the transferor and the transferee with minutes of the
share holders if applicable
5. Financial transaction (between the transferor and the transferee) Clearance (eg. Capital
gain tax if applicable)

B. Transferee

1. Legal documents (Articles of association and Memorandum of association)

Authenticated for oversea documents
2. Financial evidence, Authenticated for over sea documents
3. Principal Registration certificate
4. Work program or production program or feasibility study
5. Comments or acceptance of the license transfer agreement model
6. Environmental and social impact assessment if any change on the scale if the
previous ESIA document is more than two years, if the transfer does not have ESIA
before
7. Cover letter mentioning the above documents, the letter should be signed and
submitted to MPNG by the manager or legally appointed person
8. The community development fund shall be allocated in annual based for mining
licenses.

Ethiopian Revenues and Customs Authority

1. Application should be submitted by transferor
2. Minutes of agreement between two abroad Companies to be reorganized by
authorized bodies of the companies and should be authenticated by the Ministry of
Affairs.
3. When the application and the minutes of transferring is submitted to the authority if
there is a need to be audit both (transferor &transferee) the Auditing process will
begin.
4. After the Auditing process finish both (transferor &transferee) will get the
clearances on the one part to continue as one entity and the other who is going to be
closed return his TIN registration and principal registration certificate.
Ministry Trade
To return back the Principal Registration Certificate
1. Tax Clearance from Ethiopian Revenues and customs Authority
2. If the capital is above 30,000,000.00 birr no objection from Trade Practice and
consumer protection Authority
3. Authenticate minute

Document Authentication & Registration Office

1. Tax Clearance from Ethiopian Revenues and customs Authority
2. As per the Ethiopian Commercial Law regulation 549 and Trade Practice and
consumer protection Authority proclamation law 813/2006 article 9/3 separate
minutes of the companies/Branches/
3. Minutes of merging companies not less than 3copies
4. If the capital is above 30,000,000.00 birr no objection for reorganizing or
transfer of entity offices from Trade Practice and consumer protection Authority
5. Both entities Memorandum of article and Articles of Association, if there are any
minutes in relation to Memorandum of article and Articles of Association and
Principal of Registration Certificate should be submitted
6. Members of the company’s/Branches ID card who are in the meeting of
negotiations
7. Authorized documents for those who signed on the minute
8. Newly established Memorandum of article and Articles of Association for the
reorganized company
9. Approved minute for transfer of the companies/entities
10. If there is any change of name letter from Ministry of Trade
11. Signatories ID card and Legal documents for representing of the companies/
Branches