eServices

Incorporation of companies/ Enterprises

Incorporation of a company is considered as the first step in building a small or large economic entity where networks became intertwined after incorporation. Networks exist between the company and its clients, between the company and its employees, and inside the entity itself there are relations arouse between the partners regarding the management style, disposition of profits, and dividend ratio. Therefore, it is necessary to put the right foundation to the entity by notarizing and notifying this system at a trustworthy administrative body to save the rights of partners and all stakeholders.

Competence of GAFI in Incorporation

Investment Law No. 72 of 2017 (which replaced Law No. 8 of 1997) is a mix of incentives and custom exemptions, alongside many means and guarantees to protect investors. Law No. 72 of 2017 and Companies Law No. 159 of 1981 and there amendments are among main laws regulate the investment climate in Egypt.

نطاق اختصاص الهيئة بتأسيس الشركات

It is incorporated according to provisions of Law No. 72 of 2017, it operates in one activity or more than one stipulated in the first Article of the aforementioned law according to conditions prescribed for each activity. A normal person incorporates a Sole Corporation alone, and is considered a merchant in the rule of law. Minimum capital of a Sole Corporation should be L.E.100000, the law requires the person who wants to do business has to reach 21 years old and competent.

General regulations to incorporate a Joint Liability Company

  • A company incorporated by two or more parties aims to trade, has an identified address to be its name, and partners are liable toward all its commitments
  • The address consists of names of the joint partners or one of them and shall add the word (partners or partner) due to each case. Name of a different party who is not partner in the company should not be integrated in the address as it indicates misleading.
  • The joint partner acquires the status of a merchant therefore it should be competent to do business by reaching 21 years old or 18 years old provided to obtain permission from the court.
  • Minimum capital of Sole Corporations is L.E.300000, except services activities which fully operate inside Industrial Parks and urban cities where the minimum capital shall be L.E.30000.
  • Foreigners can be partners (%100) – except activities limited to Egyptians.
  • Partners in Joint Liability Company are liable to all commitments even if signed by only one partner and the signage should be with the address of the company.
  • Each partner in Joint Liability Company is liable for company's debt as if it was his/her own debt. Therefore, the responsibility of the partner is unlimited equals the shares owned and includes all his/her other money.
  • Management of the company is the responsibility of the joint partners or to one of them, they may appoint an external manager in the Articles of Association.
  • All partners are liable unlimitedly and jointly even if they all shall fulfill these commitments from their own private money or by one of them, due to the fact that others deal with this company based on its personal nature.
  • All partners should be jointly liable in order to consider it a Joint Liability Company.

General regulations to incorporate a Partnerships in Commendam

  • A company that consists of one or more partners who are joint and liable with one or more partners who own money and not taking part in management and named commanditaire, this type of company consists of two types of partners:
    • Commandites, such as the joint partners in the Joint Liability Company
    • Commanditaire, their liability is determined according to their shares in the capital, they have no right to manage the company or to be liable toward the company's commitments that exceeds their shares in the capital, they cannot perform any act concerning the management aspect.
  • Minimum capital of Partnerships in Commendam is L.E.300000, except services activities which fully operate inside Industrial Parks and urban cities the minimum capital shall be L.E.30000.
  • Foreigners can be partners (%100) – except activities limited to Egyptians .
  • Commandites provides a share in the capital and contributes in investing money in the company through contribution in the management as well. While commanditaire provides a share in the capital and does not take part in management, interrogates the Commandites about the debt due to their personal and joint liability toward the company unlike Commanditaire who has limited liability toward debt which equals their share.
  • The address of the company consists of names of the Commandites or one of them in addition to including the word (partners or partner) as per each case, the name of a Commanditaire should not be included in the company's address.
  • The management of company is the responsibility of the Commandites or one of them, Commandites cannot be involved in the management even though holds a Power of Attorney.

General regulations to incorporate a Company Limited by Shares

  • At least one of the partners is a joint partner, it should take the name of the joint partner as its address and take the responsibility of the management.
  • The minimum number of founders (two) either were competent normal persons or legal entities.
  • The minimum Issued Capital is "L.E.250000" – to pay 10% when incorporating and to reach 25% during three months starting from registering the company in the Commercial Register, the maximum Authorized Capital is (ten times the Issued Capital).
  • Foreigners can be partners (%100) – except activities limited to Egyptians or requires a minimum participation rate in order to operate.
  • The minimum number of Supervisory Board members is "three", some or all the members may be partners without management responsibilities or from others.
  • The minimum value of stock (ten piasters) and the maximum is (L.E.1000).
  • Minimum value of cash shares (quarter of the Issued Capital), and the maximum value of in-kind shares is (three quarters of the Issued Capital).
  • The company shall has a commercial name derived from its purpose and it may include the joint partner's name in its name.
  • Evaluation of the in-kind shares in capital through a committee formed for this purpose by GAFI.

General regulations to incorporate a Limited Liability Company

  • The minimum number of partners (two) and do not exceed (50) from competent normal persons or legal entities.
  • Minimum capital is determined by the partners in the Articles of Incorporation and is divided into equal shares fully paid when incorporating the company.
  • Partners or some of them may provide in-kind shares provided that the cash part in the capital should not be less than 25%, the evaluation of in-kind shares in capital is conducted by expert appraiser.
  • Foreigners can be partners (%100) – except companies which operate in activities limited to Egyptians or requires a minimum participation rate in order to operate.
  • At least one of the directors should be an Egyptian.
  • In the event of increasing the number of partners more than (ten) a Supervisory Board should be appointed and the minimum number of members shall be three from the partners without management responsibilities.
  • The company may take one of the partners' name as its address, and it may take a special name or a name derived from its purpose.
  • In light of Law No. 68 of 2009 which amends article 116 of Law No. 159 of 1981 on Joint Stock Companies, Partnerships Limited By Shares. & Limited liability Companies: the capital of a Limited Liability Company is determined by the partners in the Articles of Incorporation and the shares value should be equal, this provision shall not apply to the companies operating at the time of this law.

General regulations to incorporate a Joint Stock Company

  • The minimum number of founders is (three) either were competent normal persons or legal entities.
  • The minimum Issued Capital is "L.E.250000" – to pay 10% when incorporating and to reach 25% during three months starting from registering the company in the Commercial Register, the maximum Authorized Capital is (ten times the Issued Capital).
  • Foreigners can be partners (%100) – except activities limited to Egyptians or requires a minimum participation rate in order to operate.
  • Minimum number of Board of Directors is "three", may some or all members are not shareholders and may all be foreigners.
  • The Statue of the Company may stipulate multiple representatives of the legal entity in the Board of Directors, and each representative is counted in forming the Board, quorum of its meetings, and in voting.
  • The minimum value of stock (ten piasters) and the maximum is (L.E.1000) or what equal it in foreign currencies.
  • Minors can take part in the company as subscribers under the guardianship of their natural guardian with a money that is donated by the natural guardian for such purpose, in the event of the minors participate from their own money a court permission should be obtained from the competent court.
  • Evaluation of in-kind shares in capital is conducted by a committee formed for this purpose in GAFI and it shall not exceed its percentage 75% of total capital. ​