Abstract:
Incorporate form of business venture where the liability of the member is not beyond the amount
of their investment, the protection of creditor has become a mandatory norm. Being the
creditors of such limited liability companies by itself brought the risk of default payment as the
creditors cannot look after the personal property of individual shareholder in order to meet their
claims. As a result of this shield of limited liability, shareholders can be incentivized to act
opportunistically towards its creditors by using the privilege that the limited liability granted
them. Due to that, any framework sought for the protection of corporate creditors needs to
consider the principle of limited liability as additional problem. Depending on the prevailing
legal tradition, the protection of corporate creditors is provided either through the
instrumentality of statutory legal provision incorporated in different legislation or through
contract or also known as self-help mechanisms. This study tried to explore the protection of
corporate creditors under the Ethiopia share company law in light of accepted international
principles. Thus, this paper critically analyzes whether the Ethiopia share company law provides
adequate protection for corporate creditors by using important principles such as OECD
Principles of corporate governance and the doctrine of capital maintenance. To accomplish this
task, the researcher employed qualitative legal research method by analyzing laws including the
commercial code, financial reporting proclamation no 847/2014 and other relevant legislations.
What is more, the researcher has also interviewed experts from MOT, Business licensing and
registration institution, Addis AbabaUniversity, AABE and Document Authentication and
Registration Agency. The main findings of the research are: the existing share company law is
not adequate in protecting corporate creditors and to the worst, the draft commercial code does
not rectify most of these problems identified. Hence the study found that, there is a poor
mandatory disclosure regime in Ethiopia for the purposes of corporate creditor protection, those
provision of capital maintenance does not adequately protect the rights of corporate creditors
and the law also failed to incorporate those rules of protection which control the opportunistic
behavior of directors in the near ofcompany’s insolvency. Based on such findings, the researches
recommend that the country need to revisit the Ethiopian share company law so as to adequately
protect corporate creditors.