2025-06-25
The National Bank of Ethiopia issued Directive No. SBB/94/2025 to establish comprehensive regulatory requirements for the licensing and renewal of domestic banks, foreign bank branches, and representative offices. The directive mandates strict fit-and-proper assessments for promoters and project managers while outlining detailed procedural phases for applicants, including pre-application reviews and capital adequacy standards. It further codifies the supervisory framework for foreign banks, requiring coordination with home supervisors and adherence to specific prudential and governance criteria to ensure sector stability.
JUNE 2025 nbe.gov.et
WHEREAS, promoting strong and viable banking sector in Ethiopia is crucial for macro-economic stability and growth;
WHEREAS, proper licensing and supervision of banking business and representative offices of foreign banks is important to ensure safety and soundness of the banking sector;
WHEREAS, it is important to put in place the necessary legal framework for licensing a bank owned by foreign investors, including foreign banks, and for bringing the licensing and supervision of representative office of foreign banks to the National Bank’s regulatory ambit;
WHEREAS, it is necessary to ensure that appropriate and effective coordination mechanisms are established with home supervisory authorities of foreign banks whose banks have been hosted in Ethiopia;
WHEREAS, establishing clear, objective and transparent requirements for licensing and renewal is essential to promote the sector;
NOW, THEREFORE: in accordance with, Articles 3(3), Article 4(1) (a, b, f, and i), Article 4(3 and 5), Article 5 (2), Article 6(1), Article 7, Article 10 (1)(n), Article 10 (2)(a), Article 10 (3)(b, c and f), Article 10 (4), Article 11, Article 13 (3), Article 17(5)(b), Article 82(1) and Article 91(2) of Banking Business Proclamation No. 1360/2025 (hereinafter referred to as the “Proclamation”), the National Bank has issued this Directive.
This Directive may be cited as “Requirements for Licensing and Renewal of Banking Business and Representative Office Directive No. SBB/94/2025.
For the purpose of this Directive, unless the context requires otherwise:
means any currency other than Ethiopian legal tender, which is a legal tender in any country outside Ethiopia and shall be limited to United States Dollar, Euro and Pound Sterling.
means the provision of banking service through an agent, under a valid agency agreement, as prescribed in the relevant National Bank Directive.
means a private or state-owned bank, a foreign bank subsidiary or a branch of a foreign bank licensed by the National Bank to undertake banking business.
means any business that consists of activities as prescribed under Banking Business Proclamation No. 1360/2025.
means both domestic and foreign bank and all of its subsidiaries, branches, affiliates, and holding company, wherever located, that the National Bank determines to be taken into account for the purpose of this Directive.
means any 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.
means minimum capital that has been permanently assigned by a foreign bank as prescribed by the National Bank, for the purposes of opening a foreign bank branch, and is inwardly remitted to Ethiopia.
means the committee responsible for the local management and oversight of the foreign bank branch(es), and is composed of the senior country officer as chairperson, and other senior executive officers of the foreign bank branch responsible for, at a minimum, credit operations, investment, international banking, branch operations and heads of internal audit, risk management and compliance functions and anti-money laundering and combating financing of terrorism compliance officer.
means a person, by whatever title that person may be referred to, who is primarily responsible for the day-to-day management of the affairs of a bank.
means a person who is an employee of a foreign bank, who is resident in Ethiopia and is primarily responsible for the day-to-day management of the affairs of a representative office of the foreign bank.
means Commercial Code of Ethiopia Proclamation No. 1243/2021.
means a share company as defined under the Commercial Code, and registered under the laws of, and having its head office in Ethiopia.
means provision of banking service including credit, savings, remittances, payments and other related services accessed and delivered through digital channels.
means shareholding in a bank, by a person directly on his own name, or jointly with his spouse or with a person who has not attained the age of legal majority related to him by consanguinity to the first degree or through any other conditions as may be determined by the National Bank.
means any member of the board of directors of a bank, by whatever title he may be referred to.
means a bank incorporated under the laws of Ethiopia; and is conducting banking business in Ethiopia.
means a chief executive officer, a senior executive officer or any other person who is appointed or hired by a bank or assigned through staff transfer to carry out its day-to-day activities.
means a bank, an insurance company, a reinsurer, a micro finance institution, a micro insurance company, payment instrument issuer, payment system operator, a capital goods finance company, a money transfer institution, representative office of a foreign bank, a postal money transfer institution or such other similar institution as determined and licensed by the National Bank.
means criteria prescribed by the National Bank to assess and determine whether persons with significant influence possess the integrity, financial soundness, competence and capacity to fulfill the responsibilities required of their positions.
means spouse, children and parents.
means a bank or bank group incorporated under the laws of a country other than Ethiopia with a banking license issued from its home country regulator and conducts its banking business in its country of incorporation or other jurisdictions as the case may be.
means deposit or non-deposit taking branch of a foreign bank, having no separate legal existence.
means a subsidiary as defined under the Commercial Code, and controlled by a foreign bank strategic investor, and incorporated under the laws of, and having its head office in Ethiopia.
means a person who is not an Ethiopian national and includes foreign banks.
means a person with valid identification card obtained pursuant to Proclamation No. 270/2002 and other relevant laws issued in line with this Proclamation, attesting that he is foreign national of Ethiopian origin.
means an entity that is fully owned by Foreign Nationals or jointly owned with Ethiopians, and registered under the laws of, and having its head office in Ethiopia.
means the supervisory authority of a foreign bank that wishes to establish a foreign bank subsidiary or open a foreign bank branch or a representative office of a foreign bank in Ethiopia.
means the National Bank of Ethiopia in respect of foreign bank subsidiaries and foreign bank branches operating in Ethiopia and representative offices of foreign banks.
means shareholding in a bank through an entity owned by a direct shareholder with ten percent or more ownership in the entity or through his children who attained the age of legal majority or through any other conditions as may be determined by the National Bank.
means a bank licensed by the National Bank to engage in interest free banking services.
means provision of banking service by a full-fledged interest free bank or interest free banking service window in compliance with Shariah principles, including non-acceptance of interest.
means the National Bank of Ethiopia.
means a domestic bank that fully or partially owns more than fifty percent of the subsidiary operating in Ethiopia.
are shareholders with significant ownership, directors, chief executive officer, senior country officer, and senior executive officers of a bank including branch management committee.
means the Banking Business Proclamation No. 1360/2025.
means a person who is in charge of the whole process of obtaining banking business license for a bank and, in the case of a foreign bank subsidiary or foreign bank branch, the person shall also serve as a legal proxy of the bank.
means persons who initiate plans and facilitate the formation or generally act with the view of realizing the formation of a domestic bank or foreign bank subsidiary, and who shall be jointly and severally liable for damage sustained in connection with failure to establish the bank, if not formed, to third parties in respect of commitments entered into during the formation process.
means required education, experience, competence, fitness and propriety as determined by the National Bank Directive.
means an office of a foreign bank located in Ethiopia and engaged in representational functions such as liaison, marketing, research and other similar activities as prescribed in this Directive.
means a person who is resident in Ethiopia and is primarily responsible for the day-to-day management of the affairs of a foreign bank branch, as well as, representing the foreign bank as central point of contact with the National Bank and other stakeholders.
means any officer of a bank by whatever title that officer may be referred to, who:
is a group of experts of a bank that provides interest-free banking services; having knowledge of the Shariah principles and banking business; and is responsible for ensuring that the bank’s products and services are in compliance with Shariah principles.
means direct or indirect shareholding of two percent or more of the total subscribed capital of a bank by a person.
means the transfer of foreign national employees from a foreign bank to its branch or subsidiary in Ethiopia, as determined by the National Bank.
means a foreign bank or a bank group with in-built good reputation in its country of incorporation or owned by the government of the country where it was incorporated, or international development finance institution, private equity fund or other similar entities to be determined by the National Bank and meet the minimum vetting criteria as set out in this Directive.
means as defined under the Commercial Code, and controlled by a parent bank, registered under the laws of, and having its head office in Ethiopia.
means any natural or juridical person;
In this Directive, any expression in the masculine gender includes feminine.
This Directive shall be applicable to those who wish to obtain or renew banking business license or obtain or renew license for representative office of a foreign bank.
A person who desires to carry out banking business in Ethiopia or open a representative office shall apply in writing to the National Bank.
The National Bank’s assessment of a strategic investor, shall, at a minimum, include the following criteria:
The National Bank’s approach to a new license applicant shall cover the progression of the application through pre-application phase, application phase and commencement of operation phase.
The National Bank shall carry out the supervision of banking business in line with relevant international standards, as well as local regulatory standards and requirements and may engage in cooperation and exchange of relevant supervisory information with respective home supervisor of a foreign bank, as necessary.
A foreign bank subsidiary and a foreign bank branch shall comply with all relevant prudential requirements, equally with a domestic bank, as appropriate.
The National Bank, based on its own assessment and determination, shall have the power to decide on whether or not to grant a license to an applicant.
The National Bank may issue moratorium on the issuance of business license to new banks as determined necessary.
Promoters who desire to get a bank license for a domestic bank or foreign bank subsidiary shall appoint a project manager.
A foreign bank that wishes to establish a fully owned foreign bank subsidiary shall submit a power of attorney authenticated by an appropriate organ authorizing the project manager to act as an agent of the foreign bank.
The project manager shall have:
The project manager and the promoters shall be honest, reputable and diligent. In determining integrity of the promoters and project manager, the National Bank shall consider all relevant factors, including but not limited to:
As part of determining the fitness and propriety of promoters and/or project manager, the following documents shall be submitted to the National Bank:
Notwithstanding approval requirements stipulated in the Ethiopian Capital Markets Proclamation No. 1248/2021, a promoter intending to raise capital through public offering, shall first meet all fit and proper requirements for promoters as stipulated in this Directive.
A person planning to establish a bank shall initiate the process through its promoters or project manager and shall provide the National Bank with adequate information that would allow it to gain an understanding of the applicant’s business plan, its level of readiness and provide any feedback or concerns on the proposed plan. The applicant shall submit the following information and documents to the National Bank:
Signed minutes of first meeting of promoters or in case of a foreign bank, signed minutes of the board of directors and/or other competent authority authenticated by a legally recognized body in the home country, including a resolution approving establishment of a foreign bank subsidiary in Ethiopia.
The National Bank may conduct a pre-application meeting with promoters, project manager (the legal proxy) or any other delegates of a foreign bank as appropriate.
Prior to the pre-application meeting, the promoters and/or project manager shall be required to prepare high-level summary of the business proposition for the bank under formation, to be distributed to prospective investors or other stakeholders and submitted to the National Bank. At a minimum, the aforementioned summary shall contain the following:
Evidence of registration of trade name of the bank under formation from the pertinent organ of the Federal Government of Ethiopia. In case of a foreign bank, verification and registration of such trade name shall come from Ethiopian Investment Commission.
Written application to the National Bank requesting to open a blocked account, in the name of the bank under formation, with a domestic bank(s) and its specific branch(es). In the case of a license request for a foreign bank subsidiary, the blocked account, which shall be non-interest bearing and denominated in acceptable foreign currency, shall be opened with the National Bank.
Notwithstanding the requirements stipulated under Sub-Articles 6.1.1 to 6.1.5 of this Article and requirements in other relevant laws, the following conditions and information shall be fulfilled in the case of a foreign bank planning to establish a foreign bank subsidiary in Ethiopia:
Evidence of payment of non-refundable investigation fees. In the case of a foreign bank, the investigation fee shall be paid in acceptable foreign currency, as per Article 10 of this Directive.
The National Bank, after ensuring successful completion of the pre-application phase to its satisfaction shall inform the applicant in writing about same and advise to proceed to the application phase.
A person applying to establish a bank, after undertaking self-assessment with regard to fulfillment of the licensing requirements, shall submit the following documents and information, along with an application letter:
Duly completed application form, as specified under Annex III (for domestic bank) or Annex IV (for foreign bank subsidiary) of this Directive, together with all enclosures as stated herein, to the National Bank.
Evidence of minimum paid-up capital of Birr 5 billion under the following conditions:
Memorandum of Association or Unilateral Declaration for the bank under formation, as appropriate, written in both English and Amharic.
Fitness and propriety information, which shall include:
Information on the business model, with a level of detail proportionate to the scale and complexity of the proposed banking business and risks associated with same. The information shall include: