(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