(Not official translation - legal text is in Arabic)
Law No. “23” for the year 1997 regarding arrangement of the agencies
and companies branches and foreign houses.
The Republic President On the perusal of the Yemen Republic and according to the
presidential decree of law no. “36” for the year 1992 regarding the arrangement
of the agencies, companies branches & foreign houses. And according to the approval
of parliament We issue the following law: Section oneThe definitions
Article (1): This law is
nominated the law of the arrangement of the agencies, companies branches & foreign
houses.
Article (2): The following
phrases should mean the definitions against them unless otherwise they mean other
definitions according to the context of the text:
- The Republic: Yemen
Republic
- The Ministry: The Ministry
of supply & trade
- The Minister: The Minister
of supply & trade
- The Regulation:The executive
regulation for this law.
- The houses &Each
company, enterprise and corporation established Companies: or it has got head quarter
abroad.
- The foreign Each trading
house, bureau established to practice the Company branch: business in the Republic
for the name and account of the company or foreign house.
- The agency of Each contract
authorized accordingly accompany, the company or foreign house co., corporation,
enterprise and ;
- Foreign house’s: establishing
trading house or has existing head quarter in the Republic for either entitlement
for sale, disposal of products or undertaking the company and foreign house activities
or their obtaining of contracting supplying contracts, the exhibition of contracting
activities either he is an agent commission or free agent either he is sole agent
for either company or foreign house or if he is branch agent in specific area or
he is an agent for either specific product or he undertake the activities with other
agents.
- Representative: Either
natural or artificial person authorized the jurisdiction of the management and undertaking
of the affairs of branch company or foreign house work for the each name and account
of either of them in the Republic.
- Agent: Each natural and
artificial person practices in the Republic, business activities in the following
capacities:
A- Commission agent: Any
agent who undertakes either the disposal of either some, all products or activities
of foreign house or accompany in the Republic against paid commission.
B- Distributive agent
for either company or foreign house account: Any agent who undertakes the disposal
of some or all the products of the foreign company for their name account.
C-Distributive agent
for his own account: Any agent undertakes either selling some, all products or the
activities of foreign house and company for his name and his own account.
D-Insurance agent: Any agent for foreign reinsurance co. working for the obtaining
of reinsurance contract in the Republic for the name and account of the company.
E-Transportation agent:
Any agent who working for obtaining the transportation contracts for either the
name and account of foreign house, company & foreign transporting mediators.
F-Aviation agent:
Any agent for either companies or foreign aviation corporations undertake selling
of travel tickets, the procedures and transportation activities through their airplanes.
G-Sailing agent: Any
agent working to obtain the sailing contracts for either the name and account of
accompany or foreign house in the Republic.
H-The cinema films
and video tapes distributive agent: Any distributor committed to distribute foreign
cinema films and video tapes
I-Other agents: Other
commercial agent who undertake the activities of the other corresponding agencies.
License: The approval of the ministry for the practice of agent activities, the
opening of company branch or foreign house.
- Official Gazette: The
official state gazette issued from the Ministry of legal Affairs. Section two The
arrangement of foreign houses and companies agenciesArticle (2): The following phrases
should mean the definitions against them unless otherwise they mean other definitions
according to the context of the text.
Article (3): The agent who
practices the agency of the foreign houses and companies should meet the following
condition:
- Should have the Yemeni
nationality and resident in Yemen permanently
- Should have the commercial
register and the approval class and the origin proxy.
Article (4): The companies
are not allowed to practice the activities of foreign houses and companies unless
otherwise they meet the following conditions:
- Should be established
according to the Republic statutes and should the head quarter in the Republic.
- Should authorize to practice
the activities of the agents according to its official status.
- The capital should be
owned by Yemenis.
Article (5): The agent who
practices the activities of the agency in the Republic have to be a direct agent
for the company and foreign house.
Article (6): The practicing
of the agencies of foreign house and companies in the Republic are not allowed unless
they are authorized form the competent ministry in advance.
Article (7): The agencies
licenses are granted according to this law provisions according to the written application
of (two copies) submitting to the ministry according to the prepared form including
the following data:
A-The foreign house and company
name and the full address of its head quarter department.
B-The type of and activity of the agency, the date of such obtaining and the period.
C-The full commercial name of applicant and the address of his trading house.
D- The entry no. of applicant in commercial register. E- Any further data or particulars
the regulations prescribes.
Article (8): A. Either the
origin of the agency contract or duplicate should be attached with the license form
or an official translated version, (if it has been written in foreign language),
and it should be signed in all cases by the contract parties sealed from official
authorities. B. The contract agency should clearly state the name of the agent and
client, his nationality and the address for each, the agency commodity, the type
& the period of the agency and the description of the dispute settlement may
arise between both parties, the adjustment of commitments based on the proxy, and
estimating of new commission due for the applicant against his performance of the
agency activities. C. If the agency relating to equipment, machinery, appliances,
pumps and other means of transportation, the agency contract should stipulate the
liability of the client for providing the technicians, maintenance workshop and
spare parts and the agent should undertake to do so before the minister.
Article (9): A-The license
applications for opening of agencies should be submitted to the competent department
of ministry general bureau within the period of sixty days form the signature of
agency contract with foreign house or company. B- The competent department studies
the application and examines the attached documents verifying that it they meet
the requires legal condition and the obtaining of the determining fees within either
period of two weeks form the submission of the application together with required
documents, or from the date of completing of the documents stipulated in this law
or executive regulation.
Article(10): The competent
department has the right to reject the application of agencies licenses if it concluded
that it either contradicts the valid laws or it consists of incomplete, incorrect
documents, the decision for this rejection, in all cases, should be justifiable.
The applicant has right to recourse to either deputy minister or minister, if they
reject his claim he then has the right to recourse for the judiciary.
Article (11): The competent
department grants the agency license if it needs the require legal conditions and
this agency should registered in the special register of commercial agencies provided
the completion of adequate particulars (data) stipulated in the law and executive
regulations.
Article (12): The competent
department keep on holding a register which is called (the agencies register’s)
recording all the adequate information and data regarding the license applications
for the authorized agencies and in addition to the amendments which may occur and
the regulation stating the rules and provisions regarding the formality of the licensees
and its data, and the rules of the entry cancellations from the register, the amount
of determined fees imposed on the license application, the fees for its obtaining
and its renewal fees.
Article (13): Any agent have
to submit an application of agency licenses renewal within the first three year
from the date of the first agency within thirty days from the expiry of license
provided that the agency contract is valid, if the contract had not been renewed
within the period of six month from its expire date, then both license and registration
deemed null & void, unless the contract stipulated automatically its renewal,
after the lapse of the first three years from the date of agency registration the
renewal of licenses effected automatically regardless of the agency contract validity
and the agent have to submit an application for renewal within sixty days from the
expiry date of licenses.
Article (14): The agent have
to submit an application of registry to the ministry regarding any amendment may
occur for his registry data within the period of a month from the date of this occurrence
and the competent department should notify him of the amendment registry within
the period of a week from the date of an application.
Article (15): A- Any agent
in the Republic either he is an artificial or natural person have to own a seal
carrying his full name, the name of the foreign house & the company, the number
of the agency registration and its activities in the agency register in printed
letters in both English & Arabic language in order to stamp of L/Cs opening
for the importing of concerned products and commodities either the agent is direct
importer or merely mediator of importation. B- It is exceptionally permitted from
the provision of clause (A) the direct importation through party other than the
agent if it is proved definitely for the ministry that the registry agent rejects
unjustifiably stamping the opening of L/C with his seal of this article together
with the maintaining of the agent rights.
Article (16): Any agent have
to print on his agency papers, its invoices and all other documents in both English
& Arabic languages the full name of company and foreign house, the name and
the address of the agency and its entry in agencies register.
Article (17): A- It is not
permitted to import the machinery transportation means, the machinery of agriculture
and roads, the mechanical, electronical, electrical machinery and equipment and
other commodities requires either spare parts or maintenance unless otherwise they
have the available registry agencies in the Yemen Republic according to the provision
of this law and the executives. B- The owner of the agency is stated in the clause
(A) have to undertake providing maintenance services, spare parts and the establishment
of the require workshop.
Article (18): The minister
has authority to issue a decree canceling the authorized agency according to the
provision of this law in the following cases:
1- If the license granted
upon infringements i.e. (false or incorrect information).
2- If the agent abandons absolutely the practice of business activity or give up
unjustifiably practicing such business for a period of an year.
3-If the period of three year expired successively without the renewal of agency
license.
4-If the agent has breached his commitments stated in this law, regulations and
its executive resolutions.
5- If the agent used the license for other purposes than so such determine in all
cases the agent is entitled to recourse to the judiciary.
Article (19): The competent
department is not permitted to appoint an another agent in case that dispute arise
in the connection of the agency contract between the local agent, the company or
the foreign house, unless otherwise the dispute is settled either by amicable procedures
or according to the final judicial award.
Article (20): The Republic
Yemen courts have the sole jurisdiction to judge the dispute which may arise out
of business agency. Section Three The arrangement of the companies branches and
foreign houses
Article (21): The foreign
houses and companies are allowed to practice their activities through their branches
in Republic in the following sectors:
1. The banking activity.
2. The consultative and technical services.
3. The private contracting activity, the construction of roads, airports, the public
utilities, the residential complexes.
4. The tourism and hotels activity.
5. The investment in the industrial activity.
6. The investment in the sector minerals and oil.
7. The investment in the agricultural activity, the livestock & fishery wealth.
8.Any other sectors approved by the esteemed cabinet according to the minister proposal.
Article (22): With consideration
of the above mentioned article, the foreign houses & companies which intend
to establish (a branch or branches working for its name and account in the Republic),
have to obtain such license (permit) according to the resolution of the minister
in coordination with competent minister taking in consideration the applicable laws.
Article (23): The license
applications for the opening of such foreign houses and companies branches should
be submitted to the competent department in the general bureau of the ministry including
the name of company and the foreign house, its nationality, its head quarter, its
activity sector, the location of its main branch in the Republic and the related
branches (if any), the activities which the branch which practice, the name of the
persons entitled to administer the branch in the Republic, their full addresses,
any data and other information stated by regulation.
Article (24): A. The following
should be attached with the license application. 1-A copy of the commercial register
of the company or foreign house, a certified copy of the contract company, and its
article of association regarding the financial companies and a certified copy of
the association memorandum regarding the personal companies. 2- An authenticated
certificate of trade register of the co. head quarter or foreign house with their
each capital proving that this capital is not less than the Banks Act stated regarding
the Banks or Investment Act regarding all other foreign houses and companies. 3-The
certified copy of the company balance sheet for the previous fiscal year of the
license application signed by either, the first official in charge of the management
of either company or foreign house or any person may authorize on his behalf. 4-The
document of an official proxy issued from the company head quarter or foreign house
authenticated and certify by the competent authority including the nomination of
the representative, or the entitled manager in charge of the branch management who
have to be resident in the location of the branch in the Republic and has to be
in touch directly with the head quarter of the company or foreign house. B. An official
and certified translated version in Arabic should be attached with the documents
stated in the clause (A), in case they are written in a foreign language.
Article (25): If either the
representative, or the managing director in charge of the branch is Yemeni, he has
to be recorded in the trade register and has to attach a certified copy of such
register. Article (6): Either the representative or the manager of the branch, upon
the issuance of license, is authorized to contract or sign any document of the activities
he practices within the branch, and also has the right of representing either the
company or the foreign house at the competent as official or unofficial authorities,
the all types of courts and to receive all the reports and correspondences address
to the branch, company or foreign house and has the authority of arresting, cashing,
giving vouchers, keeping accounts regarding the processes performed by the branch
in the Republic.
Article (28): The competent
department should study the application and examine the attached documents, (after
the receipt of the fees imposed on the application of branch company establishment
or foreign house) and check if it meets the required legal conditions and this should
be effected either within the period of thirty days from the date of application
together with required documents, or from the date of the completion of such documents.
Article (29): The competent
department has the right to reject such application if it found it contradicts with
the operative laws or if it contradicts the public interest and concerned parties
have the right to appeal against this procedures before the minister within the
fifteen days from the date of notifying them of such rejection, the rejection resolution,
in all cases should have justifiable reasons and the prejudiced person has the right
to claim this damage before the court.
Article (30): A- The license
(permit) should be published in the official gazette for the account of the branch
within the subsequent thirty days starting from its issuance. B- Either the certificate
or permit or such certified copy should be posted clearly in the head location of
main branch in the Republic and in the other related branches (if any).
Article (31): Neither the
authorized companies branches, foreign agencies in the Republic permitted to practice
the representation of other foreign companies and trade houses, nor permitted to
practice their agencies activities.
Article (32): A- Either both
company branch or foreign house authorized in the Republic has to submit to the
ministry data regarding any amendments in the article of association, memorandum
of association, or the capital or the personal manager of such branch within thirty
days from the occurrence of such amendment. B-A copy of the amendment resolution
signed by the first official in charge of the management of company or foreign house
or any person he may authorize on his behalf, or such copy issued from the trade
register and certified duly by the competent authority. C-The competent manager
should issue a receipt proved that he has received such mentioned amendments. D-
Such amendments are considered invalid to worse the contracting parties or other
third party, unless otherwise approved by the ministry and published in the official
gazette.
Article (33): A-The company
branch and foreign agency should arrange and keep all his activities accounts in
the Republic, including the balance sheet and the account of losses and profits
prepared by an appointed chartered accountant. B. The Company or the foreign house
are not allowed to offer its shares for the public subscriptions or its bonds of
loans in the Republic unless otherwise approved by the minister. C. The company
branches and foreign houses operating in the Republic have to submit to the competent
department, an Arabic version (copy) of its certify balance sheet, the profits and
losses for previous fiscal year within the period of four month form the expiry
of fiscal year.
Article (34): The foreign
house or company establish a branch in the Republic are considered that they have
got an optional domicile located in the head of the branch and consequently should
be prosecuted before the Republic courts according to the following available conditions:
A-The concerning dispute should arise a result of the activities performed in such
branch. B-The plaintiff should be a third party neither a partner nor share holder
in such company or foreign house.
Article (35): Each company
or foreign house should print in both Arabic & English languages (the full name,
name of the company, its address its head quarter, its branch in the Republic together
with its entry number in the register of the foreign companies branches and foreign
houses) on all his papers, i.e. (correspondences, invoices, applications of export
& import licenses and other printing matters).
Article (36): A-The company
branch or the foreign house should be liquidate or cancel it from the register according
to the laws applicable for the trading companies established in the Republic. C-
The company or the foreign house have to notify the ministry in case they, (terminated
its activities in the Republic, bankrupted or merged with another foreign house
or company) within the period of two month from such occurrence.
Article (37): A. The companies
or the foreign houses branches have to record themselves in the trade register according
to the law of trade register. B. The persons who are in charge of the management
of such foreign houses and companies branches are treated in the terms of responsibility
as such those persons who manage the trading companies established in the Republic.
Article (38): Each branch
should submit annually to the competent department an application of renewal of
branch license within the period of thirty days from the date of expiry according
to the procedures stated in the regulation.
Article (39): The foreign
houses and companies branches have to adhere (submitted) to the operative laws of
the Republic. Section Four Punishments
Article (40): The punishments
stated in this section should be applicable taking in consideration to avoid the
breach of the heavier punishment stipulated in the operative’s laws.
Article (41): Any person
who is in charge of the company and foreign branch should be punished with the penalty
not less than (YR 200,000) not exceeding (YR 500,000) or detained for a period not
exceeding an year if he undertakes his activities in the Republic prior to obtaining
a permit according to the provisions of this law.
Article (42): In a person
who undertake the activity of a company or foreign house prior to the obtaining
of the permit according to this law have to be punished with penalty not less than
(YR 30,000) not exceeding (YR 100,000).
Article (43): Any person
who refused to provide the data stated in this law or executive should punish with
the penalty of not less than (YR 10,000) or not exceeding (YR 20,000).
Article (44): Without the
breach of criminal responsibility, any person who provide either incorrect, false
or forge information for the purpose of obtaining a benefit either for him self
or for other part should be punish with the penalty of not less than (YR 25,000)
not exceeding (YR 50,000) and any person who used such permit in purposes other
than such stated should be punished with such mentioned punishment.
Article (45): Any person
who breached the provision of article “19” of this law without any legal justification
has to punished with the a penalty not less than (YR 50,000) not exceeding (YR 100,000).
Article (46): Any person
who breaches the articles “31”, “33/B” of this law should be punished with the a
penalty not less than (YR 50,000) not exceeding (YR 100,000).
Article (47): Any person
who breached the article “32”, “clause A of article “33” of this law should be punished
with the a penalty not less than (YR 25,000) not exceeding (YR 50,000).
Article (48): Any person
who breaches the provisions of the articles “9/A”, “13, 14, 30 A/B, 32/A, &
38” of this law has to be punished with the penalty (YR 5,000) per a month for his
unjustifiable delaying.
Article (49): Any person
who breaches any provision stated in this law with the a penalty not less than (YR
5,000) not exceeding (YR 10,000) without the breach of the punishment stipulated
in the articles of this sections.
Article (50): Anybody who
receipts for his account or other party account any illegal amounts from a company
or foreign house against undertaking illegal facilities or activities should punished
with punishments determined for the crimes of fraud defalcation and trickery.
Article (51): The above mentioned
punishment should be increased in case of the repetition of the infringement again
and in the same year. Section Five Final provisions
Article (52): The agencies,
companies and foreign houses branches should arrange their situation according to
the provision of this law within the period six months from the date of its issuance.
Article (53): The officials
of competent department who are authorized in written from the minister have the
right to inspect the agencies & companies and foreign houses branches in order
to check whether their abiding for execution of the provision this law, any agency
or branch have to provide all the required facilities and aids.
Article (53) : The executive
regulation of this law should be issued according to the presidential decree and
after the approval of the esteemed cabinet upon the minister proposal.
Article (55): A- The regulation
of the law no. “6” , year 1967, and the resolution of law no. “36” , year 1992 issued
at Sana’a regarding the arrangement of agencies, companies and foreign houses branches,
furthermore, any text or provision contradicting with the provisions of this law
B- Any text disregarded by this law should be treated according to the commercial,
civil & trade register, companies Acts i.e. such (laws) prescribe.
Article (56): This law has
to be applicable from the date of its issuance and should be published in official
gazette. Issued at the Republic presidency, Sana’a 29 ZoAlquada’a
H.A. Coinciding to 6 April 1997 Ali
Abdullah Saleh :
The president of the Republic