Key points (as of October 2026)

• Commercial agents in Sudan must be licensed under the Commercial Agents Licensing and Control Act 1972. Agencies are registered with the Commercial Registrar at the Ministry of Justice, and the licence is renewed every year.
• The licensing authority may refuse a licence to an applicant who is not Sudanese, so a foreign supplier's agent will in practice be Sudanese.
• The relationship between supplier and agent is governed by the agency provisions of the Civil Transactions Act 1984, Articles 416 to 444.
• A principal may revoke an agent whenever it wishes (Article 442), but must compensate harm caused by revocation at an unsuitable time or without acceptable justification (Article 443).
• A buy-and-resell distributor is generally not an agent under the Civil Transactions Act, although an exclusive distributor is likely to need a licence under the 1972 Act.
• The October 2026 lifting of import restrictions has reopened import channels for a range of goods.

On 26 October 2026, Prime Minister Kamil Idris issued decisions exempting basic foodstuffs from customs duties and taxes, and lifting the import ban on a range of food and other goods. These followed a directive from the Chairman of the Sovereignty Council the previous week. For manufacturers and brand owners supplying Sudan, this is the moment to get the terms of their agency and distribution agreements in Sudan right.

Foreign suppliers often assume either Gulf-style agent protection or a purely contractual relationship. Neither is right. Sudan regulates who may act as a commercial agent, and it governs the relationship itself through general civil law. A supplier that drafts without both layers in view can end up with an unlicensed partner, an agent it cannot easily replace, or a termination claim it never priced.

Is there a commercial agency law in Sudan?

Yes. The Commercial Agents Licensing and Control Act 1972  prohibits anyone from carrying on business as a commercial agent in Sudan without a licence. The Ministry of Justice's Commercial Registrar has a commercial agencies section that registers agencies, whether the agent is a company, a business name or an individual. The licence is renewed each year, with renewal applications due by the end of February.

The Act defines a commercial agent broadly. It covers a person in Sudan who has an agency relationship with a party outside Sudan, or who holds exclusive or sole rights granted by one, in connection with importing goods into Sudan or exporting them, or with transporting, storing, distributing or selling goods in Sudan. Sudanese government and statutory bodies are excluded. The licensing authority may refuse or decline to renew a licence where the applicant is not Sudanese. Licences are personal and cannot be transferred, and carrying on agency business without a licence is a criminal offence. A supplier should therefore confirm that its partner holds a current licence before signing.

The licence deals with the public side of the appointment. The rights and duties of supplier and agent come from the agency chapter of the Civil Transactions Act 1984, read with the Act's general contract rules.

Article 416 defines agency as a contract by which the principal puts another person in its own place in a permissible and known act. Under Article 417(3), the contract must be in writing where the act delegated is one the law requires to be written.

Is a distributor treated as an agent in Sudan?

It depends on the question. For licensing, the 1972 Act covers a person holding exclusive or sole rights from a foreign party to distribute or sell goods in Sudan, so an exclusive distributor is likely to need a licence.

For the parties' private rights, a distributor is generally not an agent under the Civil Transactions Act. A distributor that buys for its own account and resells in its own name does not stand in the supplier's place, so its rights rest on the distribution contract. The Act's general principles also apply: the contract is the law of the parties (Article 113) and must be performed in good faith (Article 114(1)).

Labels do not settle either question. A "distribution agreement" that lets the local partner conclude sales in the supplier's name, or collect the price for the supplier, carries agency features. Under Article 425(2), where an agent buys or sells in its own name without disclosing its role, the contractual rights return to the agent, although ownership vests in the principal.

What duties does a Sudanese agent owe the supplier?

A paid agent must act within its authority (Article 422(1)) and with the care of an ordinary person (Article 422(3)). It must keep the principal informed and account for its activities (Article 437). It may not delegate without authority, and if it may delegate without limit, it remains liable for poor selection of the sub-agent or poor instructions (Article 424). Money it collects is held as a deposit for the principal (Article 426).

The principal must pay the agreed fee (Article 438), reimburse customary expenses and stand behind obligations incurred in ordinary performance (Article 439). If no fee is agreed and the agent works for remuneration, Article 438 entitles it to the market rate.

Can a foreign supplier terminate a Sudanese agent?

Yes. Article 442 lets the principal revoke the agency whenever it wishes. There are two exceptions: where a third-party right attaches to the agency, or where the agency was granted in the agent's favour. In those cases the principal cannot end or restrict the agency without the consent of the person in whose favour it was granted.

Under Article 443, the principal must make good harm the agent suffers from revocation "at an unsuitable time or without acceptable justification." A fixed term ends the agency on expiry under Article 441(b). Expiry is not a revocation, so Article 443 does not on its terms apply, which makes the term clause a supplier's cleanest exit route.

The agent has matching duties on exit. Under Article 444, an agent that withdraws must notify the principal and carry on work already begun until the principal is not at risk of harm. A paid agent is liable for harm caused by withdrawing at an unsuitable time or without justification.

Where the framework falls short

The Act's flexibility is also its weakness. Article 443 sets a standard without a measure. It does not say what makes a time "unsuitable", what justification is "acceptable", or how compensation is calculated. Nor does it say whether the parties can exclude the claim by contract. A supplier facing a termination claim therefore has no statutory formula for its exposure. Clear termination, notice and hand-over clauses are the practical substitute.

How does Sudan compare with Egypt?

Egypt is the closest regional benchmark. Under Law No. 120 of 1982, Egyptian commercial agents must be Egyptian nationals or wholly Egyptian-owned companies, and they must be entered in a register of commercial agents. Sudan's 1972 Act takes a similar approach in licensing agents and in its nationality ground for refusal.

The sharper difference lies in termination. Under Article 188 of Egypt's Commercial Code, Law No. 17 of 1999, a principal may end an agency of indefinite term only for the agent's fault, failing which the agent is owed compensation, and the parties cannot contract out of this rule. Egypt's Supreme Constitutional Court struck down the companion rule in Article 189 on non-renewal of fixed-term agencies.

Sudan's Civil Transactions Act starts from the opposite position: the principal may revoke at will (Article 442), with compensation only for untimely or unjustified revocation (Article 443). An Egyptian template used unchanged for Sudan may therefore concede more than Sudanese law requires, while still missing Sudan's licensing step.

Why getting the structure right matters now

The World Bank's Macro Poverty Outlook for Sudan (October 2026) estimates cumulative GDP losses of about 40 percent over 2023–24. It also records imports of goods and services growing by 35 percent in 2025, with further growth of 19 percent estimated for 2026.

A supplier that confirms its partner's licence, chooses its model deliberately and fixes the term, performance standards, governing law and dispute forum can grow with the recovery and change partners without litigation. Parties may choose a foreign governing law under Article 11(13)(a) of the Civil Transactions Act. Under Article 16(2), it will not be applied where it conflicts with Sharia, public order or morals in Sudan.

The Sudanese Commercial Law Office (SCLO), ranked by Chambers Global continuously since 2013/2014, advises international suppliers on agency and distribution structures in Sudan. Its work includes trademark registration and protection for Hikma Pharmaceuticals, the IP groundwork that should sit underneath any distribution network. SCLO reviews agreements against mandatory Sudanese law before signature, so that the exit terms you negotiate are the ones you can enforce.

To appoint, review or restructure a Sudanese agent or distributor, contact SCLO at wael.abdin@sclo-uk.com.

Frequently asked questions

Do commercial agents have to be licensed in Sudan? Yes. The Commercial Agents Licensing and Control Act 1972 prohibits carrying on business as a commercial agent without a licence. Agencies are registered with the Commercial Registrar at the Ministry of Justice, and the licence is renewed annually, with renewal applications due by the end of February.

Can a foreign company act as a commercial agent in Sudan? Generally not. Under the 1972 Act, the licensing authority may refuse a licence to an applicant who is not Sudanese, so foreign suppliers appoint Sudanese agents.

Is a Sudanese agent entitled to compensation when the agency ends? Not automatically. Under Article 443 of the Civil Transactions Act 1984, compensation is owed only where revocation occurs at an unsuitable time or without acceptable justification. Expiry of a fixed term ends the agency under Article 441(b) and is not a revocation.

Can a distribution agreement for Sudan be governed by English law? Yes, in principle. Article 11(13)(a) of the Civil Transactions Act 1984 allows parties to choose the law governing contractual obligations. Under Article 16(2), a Sudanese court will not apply foreign rules that conflict with Sharia, public order or morals in Sudan.

What is the difference between an agent and a distributor under Sudanese law? An agent acts in the supplier's place, so the agency provisions in Articles 416 to 444 of the Civil Transactions Act 1984 apply. A distributor that buys and resells for its own account is generally governed by its contract and the Act's general rules, although an exclusive distributor of a foreign brand is likely to need a licence under the 1972 Act.

Disclaimer: This article is provided for general information only and reflects the law and publicly available information as of October 2026. It does not constitute legal advice and should not be relied on as such. Specific advice should be obtained on the facts of any particular matter. Reading this article does not create a lawyer–client relationship with the Sudanese Commercial Law Office (SCLO).

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