The formation of a legal entity in Egypt is the first step for any investor wishing to enter the Egyptian market and make profits. Investors can benefit from Egypt's unique location and legislative developments that promote economic growth, as well as growing investment opportunities in various sectors. The Egyptian lawmakers focused on organizing the rules and procedures for establishing companies under the relevant laws and regulations. The most important of these laws is:
Law 159 of 1981 and its Executive Regulations.
Law 72 of 2017 and its Executive Regulations.
Law 4 of 2018 and its Executive Regulations.
These laws and regulations aim to harmonize the procedures for investors entering the Egyptian market and ensure transparency and oversight necessary for the rights of partners, shareholders, company owners, and clients.
It is therefore necessary to recognize the legal principles, requirements, and practical steps for starting your company in Egypt, for both foreign and Egyptian investors, and for conducting your commercial or industrial activity in Egypt.
To establish a legal entity, it is important to identify the legal entities available under the law and the most suitable entity for your business activity and selection criteria. Legal entities under Egyptian law are as follows:
1. Partnerships: They are based on the personal consideration of the investor and mutual trust between them, as well as their ability to bear legal and financial responsibility for the company. The most important entities that fall under partnerships are:
- General partnerships.
- Limited partnerships.
2. Trust companies: They depend on financial considerations without regard to the personality of the partner or shareholder. They do not expire upon the death of the partners. The most important entities classified as financial companies are:
- Joint stock companies (JSCs).
- Limited liability companies (LLCs).
- Sole proprietorships.
3. Branches of foreign companies: A foreign investor may wish to engage in temporary activities in Egypt, based on a contract with an Egyptian investor or government entity. The ideal solution for engaging in such activities in Egypt is to establish a branch of the foreign company in Egypt and obtain a commercial register and tax card to legalize the status in Egypt. This also gives them the opportunity to easily obtain residency in Egypt.
4. Foreign representative offices: Before commencing business activities in Egypt, investors may wish to conduct research on the Egyptian market and how they can realize profits from their activities. They may establish a representative office for their company to explore the Egyptian market conditions for one to three years, in order to identify the challenges they may face when conducting business in Egypt.
After learning about the most important types of companies in Egypt, in order to ensure that you choose the most suitable form for your company, it is necessary to set several criteria to facilitate the choice between them, namely:
- Capital: It is the cornerstone that reflects the company's ability to start activities and bear financial obligations, guaranteeing creditors' rights, and influencing administrative decisions in determining profit and loss sharing ratios as well as voting ratios in the general assemblies.
- Activity: It is one of the most important standards for choosing the optimal legal form, as some activities require a specific legal form, such as financial activities, which require the facility of a joint stock company, and professional and service activities, which require the establishment of a partnership or simple limited partnership.
- Number of partners and management method: The number of partners is the key criterion in choosing the legal form of the company. A sole proprietorship requires a single owner who is liable for their share and responsible for management. An LLC requires at least 2 partners and at most 50 partners. JSCs require a minimum of 3 shareholders with no maximum limit and are managed by a board of directors.
1. Power of attorney (authorizing the proxy to establish companies).
2. Company information used to determine the optimal legal entity.
3. A date-registered lease agreement of the company's headquarters.
4. Founder’s IDs or passports.
5. Bank deposit certificates for capital in joint stock companies and one-person companies.
6. Approval of the appointment of a certified chartered accountant and a lawyer with at least an appeal degree.
7. Certificate of non-confusion with the company's trade name.
- These documents are submitted and reviewed by the GAFI, after which the company's certificate of incorporation, articles of association, and commercial register are issued, enabling the investor to obtain a tax card and value-added tax certificate.
1. Tax incentives under Investment Law 72 of 2017.
2- Customs exemptions.
3. Incentives of free zones and investment zones.
Lawyers play a fundamental and effective role in establishing a company, as their role is not limited to performing just legal work, but includes advice and avoiding future problems. This role can be summarized as follows:
The lawyer examines the company's activities, capital, number of partners, and nature of management in order to propose the optimal legal form.
The lawyer drafts the company's contracts and the provisions of the agreement between the partners, stipulating their rights and duties.
Ensuring that all documents required for establishing the company meet the requirements specified by the GAFI or the competent authority.
The lawyer follows up on the incorporation procedures before the GAFI, the Commercial Registry, Social Insurance, the Egyptian Tax Authority, and other relevant authorities.
The lawyer ensures that the company's activities and procedures comply with Egyptian law, including the Investment Law, Companies Law, Social Insurance Law, and Tax Law.
The lawyer also provides all legal consultations and legal support, including the establishment of the company until it is effectively operating, assisting in resolving disputes, drafting contracts and agreements, and making amendments to the company's articles of association.
In light of the above regulations and provisions relating to helping you choose the ideal form for your company, we, Al Saadani & Partners Law Firm, affirm our full commitment to providing the best legal services to our valued clients.
We work hard to:
We are dedicated to providing comprehensive legal solutions that are agile and continuously adapt to legislative and regulatory evolution, ensuring the effective safeguarding of our clients' interests and rights