Company Registration in Egypt - Business Starting & Setup

The establishment of Egyptian companies and their economic activities are regulated by various laws, such as on corporations (Companies Law No. 159 of 1981), on investments (Investment Law No. 72 of 2017), on commercial law (Capital Markets Law No. 95 of 1992) and others.

A foreign investor in Egypt will be interested in the following forms of doing business:

• Shareholder Company;
• Joint Stock Company;
• Limited Liability Company;
• Partnership Limited by Shares;
• Branch;
• Representative Office.

The registration body for companies and individual entrepreneurs in Egypt is the General Authority for Investment and Free Zones (GAFI) under the Egyptian Ministry of Investment.

When registering a company in Egypt, the company name must be checked for availability.

The name of the LLC must derive from the company’s objectives and may include the name of one or more of its members/shareholders. The name must also include the words ‘Limited Liability Company’ (in accordance with the Ministerial Decision Implementing the Commercial Companies Law).

Incorporation of a limited liability company in Egypt includes the following stages:

1. Reserving the company name in the Trade Register (at least 3 names).

2. Obtaining a bank letter.

3. Certifying the necessary documents.

4. Registration of a company at GAFI. This will require submission on the following documents:

• extract about the company name;
• bank statement;
• company’s Articles of Association;
• passports of the company’s founders;
• completed application (GAFI form).

5. Registration at the Egyptian Tax Authority.

6. Registration at the National Social Security Administration.

A registered office in the country is mandatory.

There are no statutory requirements for Egyptian companies to have a seal.

Foreign companies and partnerships are regarded as resident in Egypt if they meet one of the following conditions:

• A legal entity is established under Egyptian law.
• More than 50% of the entity’s capital is owned by the government or state body.
• The effective place of management is in Egypt.

Egypt is regarded as effective place of management if an entity meets any two of the following conditions:

• Day-to-day management decisions are made in Egypt.
• Board members hold their meetings in Egypt.
• At least 50% of the board members or managers reside in Egypt.
• Major shareholders (holding more than 50% of shares or voting rights) reside in Egypt.
• Permanent establishment.

An LLC may be managed by one or more managers. However, at least one manager must be an Egyptian citizen.

The manager’s name must be stated in the Memorandum of Association.

A manager may be appointed for a fixed term (which must be specified in the Memorandum of Association) or for an indefinite period. The manager must have full authority to represent the LLC before third parties unless such authority is limited or stipulated by the Memorandum of Association.

Number of LLC members: the minimum is 2, the maximum is 50, each of which is liable only to the extent of the value of their share.

If the number of shareholders becomes less than 2, an LLC will be considered liquidated by law.

An LLC must also maintain a Register of Shareholders, which is kept at the head office. The Register specifies:

• Name, citizenship, place of residence and occupation;
• Number of shares held by each member;
• Amount paid by each member; and
• Information about the assignment or transfer of shares and related information.

Egypt does not yet have a central public register of beneficial owners.

The minimum share capital required to form an LLC is EGP 50 000.

The share capital must be divided into equal shares in cash or in kind, and the value of each share must be at least EGP 100.

Each member/shareholder is liable to the extent of the value of their share.