Under Regulation No. 592/2026, no commercial registration, business licence or investment permit in Ethiopia can be issued or renewed unless the holder’s beneficial owners are on record with the Ministry of Trade and Regional Integration. Existing companies, partnerships and other legal persons must identify and hold that information by 13 October 2026 and file it by 11 January 2027.
Those who fall short face fines of up to ETB 500,000, licence suspension, cancellation of registration and exclusion from government tenders, and failing to keep the information is a crime punishable with up to five years’ imprisonment. The time to act is now.
Key Takeaways
- Identify the real owners. Apply the relevant ownership thresholds and the separate control and executive-role tests.
- Maintain and report. Appoint an Information Registration Officer, review the information at least twice a year and report changes within 14 days.
- Protect registration and licences. Disclosure is required for issuance and renewal. Failure to maintain adequate, accurate and current information is also a criminal offence, carrying three to five years’ imprisonment and a fine of ETB 100,000 to 500,000.
- Act on the deadlines. Existing entities must collect and hold information by 13 October 2026 and submit it by 11 January 2027, subject to any Ministry extension.
Legal Context: The Old and the New Framework
Scope and legal basis
The Council of Ministers has issued the Transparency of Legal Persons’ Beneficial Ownership Information Regulation No. 592/2026, published in Federal Negarit Gazeta No. 39, with a date of publication of 10 July 2026 indicated therein. It enters into force on the date of publication (Art. 44).
It is issued under Article 55(1) of the Prevention and Suppression of Money Laundering and Financing of Terrorism Proclamation No. 780/2013 (as amended by Proclamation No. 1387/2025) and puts into operation the central beneficial ownership registry held by the Ministry of Trade and Regional Integration (the Ministry).
Where the Amharic and English texts of the Regulation differ, this alert follows the Amharic, which prevails under Proclamation No. 3/1995, Article 2(4). The footnotes note the English wording.
Legal persons registered and operating in Ethiopia, including financial institutions and foreign legal persons, must identify the natural persons who ultimately own or control them, keep that information and file it with the Ministry.
Article 3(2) exempts civil society organisations, enterprises wholly owned by the federal or regional governments, cooperative associations, public administrative organisations, religious institutions, political parties and international organisations of which Ethiopia is a member.
The Commercial Code (Proclamation No. 1243/2021) records legal ownership through the shareholder register of a share company (Art. 274) and the share register of a private limited company (Art. 507). Private limited companies must also report member and share-transfer changes at the beginning of each calendar year (Art. 507(2)).
For companies whose shares are open to the public, Article 312 requires disclosure and reporting to the trade ministry of persons holding at least 5% of capital, alone or jointly with persons sharing an interest.
Article 361 permits the trade ministry or another relevant authority to appoint inspectors where it has good reason to believe registered shareholders are nominees for persons controlling and benefiting from the company. Layered holding companies, trusts and nominee arrangements can obscure ultimate ownership and control.
Proclamation No. 1387/2025 amended Article 5 of Proclamation No. 780/2013 to require legal persons to maintain adequate, accurate and up-to-date beneficial ownership information, to provide it to a central registry held by the Ministry and to update it within 14 days of any change.
Regulation No. 592/2026 puts those provisions into operation. It does not replace the share registers, which continue to apply alongside it. What it adds is a detailed set of identification rules, a systematic duty to record and file, licensing consequences and administrative sanctions.
Who Is a Beneficial Owner?
Article 2(1) of the Regulation adopts the definition in Article 2(18) of Proclamation No. 780/2013: a natural person who ultimately owns or controls a customer or an account, the person on whose behalf a transaction is being conducted, or the person who ultimately exercises effective control over a legal person or arrangement.
Article 4 refers to Articles 5 to 13, which set the specific criteria for each form of legal person. For share companies, Article 5 sets out three tests. A natural person who meets any one of them is a beneficial owner:
- Ownership (Art. 5(1)), measured against the thresholds in the table below.
- Control (Art. 5(2)), exercised by other means.
- Strategic and executive roles (Art. 5(3)).
Ownership (Art. 5(1) and equivalent provisions). The ownership thresholds for each type of legal person are:
Share companies:
- Beneficial owner (natural person, directly or indirectly, alone or jointly): 10% or more of shares, or convertible debt amounting to 10% or more of capital. Any holder of preference shares, whatever the percentage.
- Provision: Art. 5(1); Art. 5(1)(b)
Share companies in high-risk sectors (mining, real estate development, motor vehicle dealership, import-export):
- Beneficial owner (natural person, directly or indirectly, alone or jointly): 5% or more of shares. The Ministry may extend the list of sectors by directive.
- Provision: Art. 5(4)
Private limited companies:
- Beneficial owner (natural person, directly or indirectly, alone or jointly): 5% or more of shares or voting rights.1
- Provision: Art. 6(1)
One-member private limited companies:
- Beneficial owner (natural person, directly or indirectly, alone or jointly): The natural person who owns the company, and a general manager who is not the sole member.
- Provision: Art. 7(1)
Financial institutions:
- Beneficial owner (natural person, directly or indirectly, alone or jointly): 2% or more of shares, voting rights or convertible debt. Any holder of preference shares, whatever the percentage.
- Provision: Art. 13(1); Art. 13(2)
General and limited partnerships:
- Beneficial owner (natural person, directly or indirectly, alone or jointly): 25% or more of the share in profits, in assets on dissolution, or in voting rights on decision-making. In a general partnership, also a third party to whom a partner’s beneficial interest of 25% or more is transferred.
- Provision: Arts. 8(1)–(2), 9(1)
Limited liability partnerships:
- Beneficial owner (natural person, directly or indirectly, alone or jointly): 25% or more of the share in profits or in assets on dissolution.
- Provision: Art. 10(1)
Public-private partnerships:
- Beneficial owner (natural person, directly or indirectly, alone or jointly): A private trader or investor holding 25% or more of the share or assets of the partnership. A legal person already registered under the Regulation need not report again for the PPP.
- Provision: Art. 12(1), (3)
Control (Art. 5(2)). A natural person is also a beneficial owner if he or she controls the company by the following or other means:
- Appointment rights: the direct or indirect right to appoint or remove any director, board member, chief executive officer, manager or person of equivalent status (Art. 5(2)(a)).
- Relationships: where the person with the ownership interest is influenced or controlled by another person because of a family relationship by blood or marriage, or a professional, business, employment, hierarchical or other undue influence relationship (Art. 5(2)(b)).2
- Financing and contractual association: control without equity, through participation in financing the company, historical or contractual association, or default on payments (Art. 5(2)(c)).
- Direction and veto: the power to direct or veto decisions on the company’s funds, assets or investments (Art. 5(2)(d)).
Strategic and executive roles (Art. 5(3)). A natural person responsible for strategic decisions that fundamentally affect the company’s business practices or general direction is a beneficial owner. So is a person who exercises executive control over the company’s daily or regular affairs from a senior position, including the chairperson and members of the board, managers, the chief finance officer, members of the supervisory board, liquidators, auditors and the company secretary.3
Articles 5(2) and 5(3) apply, as appropriate, to private limited companies, partnerships and public-private partnerships (Arts. 6(2), 7(2), 8(3), 9(2), 10(2) and 12(2)); Articles 5(1)(b), 5(2) and 5(3) apply to financial institutions (Art. 13(2)).
Foreign Legal Persons (Article 11)
Under Article 11(1), every foreign legal person that comes to Ethiopia to invest, carry on business or own immovable property must submit adequate, accurate and up-to-date beneficial ownership information to the Ministry or the relevant government body before or upon registration. In our view, this includes a foreign business that registers a branch in Ethiopia (Commercial Code, Arts. 578 and 579).
Under Article 11(2), the information or documents must be accompanied by official documents issued or certified by the competent authority of the home country and authenticated through the Ethiopian Ministry of Foreign Affairs.4 Under Article 11(3), without prejudice to Article 11(2), registered and authenticated documents recognised under Ethiopian law may be submitted for registration.
What the Regulation Requires in Practice
Information Registration Officer, Reviews and Updates
- Information Registration Officer (Art. 16): Every legal person must appoint an Information Registration Officer, under the oversight of senior management, responsible for discharging the legal person’s obligations under the Regulation and for reporting the information to the Ministry and other persons authorised under the Regulation. Article 16 has no transitional period of its own, so the duty to appoint arguably applied from the date of publication.
- Review (Art. 17): Beneficial ownership information must be reviewed and verified at least twice a year. Anything identified in the review must be reported to the Ministry within 14 days, and the review must be documented and made available to the concerned authority.
- Changes (Art. 15(3)): Any change in beneficial ownership information must be reported to the Ministry within 14 days. Failure to update the information within 14 working days is an administrative violation under Article 40(4).5 Reporting within 14 calendar days is the safer course.
- Cooperation (Art. 18): The Information Registration Officer, senior managers and beneficial owners must appear before the Ministry and provide information and evidence when requested.
Particulars and the 48-Hour Rule
Under Article 15(1), the particulars to be held for each beneficial owner include full name, gender, date and place of birth, nationality, residential address, email address, telephone number, occupation, identification details (Fayda digital ID, passport, driving licence, tax identification number, kebele digital ID or other government-issued document), the nature and extent of ownership or control, the dates on which the person became or ceased to be a beneficial owner, and politically exposed person (PEP) status.
Supporting documents must be obtained (Art. 14(3)). The information must be reported to the Ministry, the Ministry of Revenues, financial institutions and designated non-financial businesses and professions (DNFBPs) (Art. 14(1)(c)).
Under Article 14(1)(d), it must also be disclosed within 48 hours of a request from the Ministry, competent authorities, the Ethiopian Capital Market Authority, the Public Procurement Service, financial institutions or DNFBPs.
Licensing Consequences (Article 19)
- Issue and renewal (Art. 19(1)): No commercial registration, business licence or investment permit may be issued or renewed unless the beneficial ownership information has been submitted to, verified and recorded by the Ministry. The Regulation does not create a separate clearance certificate; the question is whether the information is on record with the Ministry.
- Refusal, suspension or revocation (Art. 19(2)): Failure to disclose or verify the information is sufficient ground for refusing registration and for suspending or revoking investment or other licences.
- Personal liability (Art. 19(3)): Liability applies to the officers and senior managers responsible for collecting the information and overseeing compliance.6
- Public procurement (Art. 24): The Federal Public Procurement Service has direct access to the registry and may request information from bidders. Discrepancies must be rectified within five working days. A legal person that fails to submit its information or to rectify a discrepancy may be suspended from any public procurement.7
Administrative and Criminal Sanctions
Separate criminal liability applies under Article 30(1)(c) of Proclamation No. 780/2013, as amended by Article 2(15) of Proclamation No. 1387/2025. Failure to maintain adequate, accurate and current information on the beneficial ownership and control structure of legal persons, as required by Article 5, is an offence punishable with three to five years’ imprisonment and a fine of ETB 100,000 to 500,000.
- Failure: Late submission (Art. 40(1)); incomplete, inaccurate or inadequate information (Art. 40(2)); breach of confidentiality (Art. 40(3)); failure to report changes (Art. 40(4))
- Sanction (the Ministry may impose): Fine of ETB 100,000 to 500,000
- Provision: Art. 41(1)(a)
- Failure: Failure to carry out the twice-yearly review (Art. 40(5)) or to appoint an Information Registration Officer (Art. 40(6))
- Sanction (the Ministry may impose): Suspension of business licence8
- Provision: Art. 41(1)(b)
- Failure: Failure to maintain records (Art. 40(7)) or refusal to cooperate (Art. 40(8))
- Sanction (the Ministry may impose): Cancellation of commercial registration
- Provision: Art. 41(1)(c)
- Failure: Any of the above (in addition to the sanctions above, at the Ministry’s discretion)
- Sanction (the Ministry may impose): Notification to the Federal Public Procurement and Property Administration Authority9 for temporary suspension or full exclusion from public procurement and any government support until compliance; publication of the sanctioned person’s name in the Ministry’s official gazette or on its website
- Provision: Art. 41(1)(c)
The Ministry must also identify dormant legal persons, impose sanctions, publish their names on its website and revoke their commercial registration and business licence (Art. 39).
A person aggrieved by a sanction may complain in writing to the Ministry within 15 working days of receiving the decision, under the Federal Administrative Procedure Proclamation No. 1183/2020 (Art. 42).
Transitional Deadlines for Existing Legal Persons (Article 43)
Article 43 sets periods of three and six months from publication on Hamle 3, 2018 E.C. (10 July 2026). On the Ethiopian-calendar calculation adopted in this alert, the deadlines are:
- 13 October 2026 (Tikimt 3, 2019 E.C.): obtain and hold beneficial ownership information within three months (Art. 43(1)(a)).
- 11 January 2027 (Tir 3, 2019 E.C.): submit the information to the Ministry within six months (Art. 43(1)(b)).
- Extension (Art. 43(2)): the Ministry may extend either period by up to two months. An extension is not automatic.
The calculation applies the rule in Civil Code Articles 1857 and 1860 that periods in months run to the corresponding numbered day, excluding the thirteenth Ethiopian month. Existing entities should complete collection urgently and confirm any Ministry extension before relying on a later date.
Practical Guidance
Steps to Take
- Map the ownership chain. Trace shareholdings up to natural persons and apply the right threshold for each entity type, including voting rights, preference shares and convertible debt. Then apply the control and executive-role tests in Articles 5(2) and 5(3).
- Appoint the Information Registration Officer by board or at least senior management resolution, if this has not already been done (Art. 16).
- Set up a secure internal register of the Article 15(1) particulars and certified identity documents.
- Start foreign authentication early. Where Article 11 applies to a foreign legal person, obtain official home-jurisdiction documents and the required Ethiopian authentication. Separately, obtain reliable evidence to trace an Ethiopian subsidiary’s ownership through any foreign parent. Authentication and translation lead times depend on the jurisdiction, documents and process.
- Screen and document. Screen beneficial owners for PEP status and record how any control is exercised, for example through appointment rights, vetoes, financing arrangements or shareholder agreements.
- Build a change protocol so that share transfers, board changes and similar events are reported to the Ministry within 14 days (Art. 15(3)).
- Hold a twice-yearly review of the information (Art. 17).
- File with the Ministry, by 11 January 2027 (Tir 3, 2019 E.C.), subject to any Ministry extension, keep evidence of submission and recording, and plan licence and permit renewals around Article 19(1).
Transactions: M&A, Joint Ventures and Due Diligence
- Representations and covenants: Buyers should seek warranties that the target has identified and disclosed all beneficial owners, appointed an Information Registration Officer and carried out its twice-yearly reviews. Covenants should require the change to be reported to the Ministry within 14 days of completion.
- Due diligence: Review financing and other contractual arrangements for control of the kind described in Article 5(2)(c). A financier or long-standing commercial partner may qualify as a beneficial owner, with disclosure consequences.
- Nominee and informal structures: Arrangements through local nominees or side letters now carry regulatory exposure. Inaccurate or incomplete disclosure attracts fines of ETB 100,000 to 500,000 (Art. 41(1)(a)); failure to maintain records or refusal to cooperate can lead to cancellation of commercial registration (Art. 41(1)(c)). Failure to maintain adequate, accurate and current beneficial ownership and control information is also a criminal offence under Article 30(1)(c) of Proclamation No. 780/2013, as amended by Proclamation No. 1387/2025, punishable with three to five years’ imprisonment and a fine of ETB 100,000 to 500,000.
Foreign Holding Chains and Trusts
- Looking through holding companies: Stating that an Ethiopian subsidiary is “100% owned” by a holding company in Mauritius, the UAE, the UK or the Netherlands will not be enough. The chain must be traced up to the natural persons who meet the relevant threshold or control test.
- Documents: Obtain reliable supporting documents to establish natural-person ownership or control through layered trusts, partnerships or funds. Where Article 11 applies to a foreign legal person, obtain the official home-jurisdiction documents and Ethiopian authentication it requires. Assess authentication and translation lead times for the relevant jurisdiction and documents.
Who Can See the Registry (Articles 30 to 32)
The registry is not open to the public. Access is tiered:
- Competent authorities have direct and timely access. The Ministry of Revenues may also obtain and use beneficial ownership information for assessing and collecting tax and preventing tax evasion and avoidance (Art. 22(3)).
- Financial institutions and DNFBPs have access on payment of a fee (Art. 30(2)). Where their customer due diligence identifies inconsistencies or inaccuracies between registry information and information obtained from the customer or other reliable sources, they must report them to the Ministry without undue delay and within 14 working days of detection, with supporting evidence (Art. 28(3)–(5)).
- Other third parties may obtain information on showing, with evidence, a legitimate interest and paying the fee set by the Ministry’s directive; the Ministry will specify by directive what types of information are shared (Art. 31). Article 2(5) defines a legitimate interest as a specific, valid reason, supported by evidence, connected with preventing money laundering and its predicate offences, terrorist financing and the financing of proliferation of weapons of mass destruction.
- Protection (Art. 32): Where access would expose the beneficial owner to a disproportionate risk of fraud, kidnapping, blackmail, extortion, harassment, violence or intimidation, or where the beneficial owner is a minor or otherwise legally incapable, the Ministry may withhold all or part of the information.10 It decides case by case, after evaluating the circumstances.
The Regulation sets out no application procedure.
How We Can Help
Drawing on our experience in corporate, licensing and foreign investment matters in Ethiopia, we are well placed to help domestic companies, multinational groups, banks and private equity sponsors with:
- tracing ownership chains and identifying beneficial owners under the Regulation’s thresholds and control tests;
- board resolutions, Information Registration Officer appointments and internal register procedures;
- foreign ownership evidence and, where required, document authentication through home-country authorities and the Ministry of Foreign Affairs; and
- filings with the Ministry and related licence and investment permit renewals.
This alert is for general information only and does not constitute legal, tax or investment advice. Receiving or reading it does not create a lawyer–client relationship. Specific advice should be sought on particular circumstances. The alert reflects the law as at 11 October 2026; Ethiopian regulatory requirements and their administration may change.
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