Legal Opinion on the Requirements, Procedures, Timeline, and Options for Incorporating a Joint Stock Company and Registering in the Importers Register
First: Incorporation of a Joint-Stock Company
To incorporate a joint-stock company in Egypt, certain requirements are mandatory before incorporation at the General Authority for Investments and Free Zones (GAFI), as follows:
- Certificate of non-confusion of the company’s name (while choosing the applicable law, either Law No. 159 of 1981 or Law No. 72 of 2017)
- Determination of the issued capital
- A bank certificate proving a deposit of at least 10% of the issued capital
- The company prefers a 25% deposit instead of 10%, as long as the amount is not less than 250,000 EGP (Two Hundred Fifty Thousand Egyptian Pounds).
- The client must pay the remaining 15% within three months from the date of incorporation.
- Determination of the value of each share
- Power of attorney from at least three founders, or from the company’s legal representative if one of the founders is a corporate entity
- The company should state this in its commercial registry or incorporation documents
- The powers of attorney must entitle the attorney to incorporate and sign the articles of incorporation before the Real Estate Registration and Notarization office at GAFI
- If the attorney is a partner, the power of attorney must authorize them to enter into contracts with third parties in their capacity
- Copies of the personal IDs of the founders
- The founders’ IDs must not show employment with any government authority.
Additional required documents include:
- The Register of Accountants and Auditors must issue an official original certificate confirming that the company’s auditor is authorized to review corporate budgets.
- A copy of the certificate or acknowledgment of acceptance of the appointment, if previously submitted to GAFI
- A copy of the Bar Association card of the lawyer signing the articles of incorporation
- The cardholder must hold valid credentials and be admitted to practice before at least the Court of First Instance.
- Name and address of the company’s legal advisor
- A timeline for incorporation, which typically takes one working day at GAFI once all documents are ready
Second: Other Matters Related to the Incorporation of a Joint-Stock Company
If the company is being incorporated under the Free Zones System governed by Law No. 72 of 2017, the documents listed above must be submitted along with the following:
- For public free zones, the company must obtain GAFI’s approval before incorporation. The board of directors of the respective public free zone issues this approval.
- For private free zones, the company must obtain the Council of Ministers’ approval before incorporation, regardless of whether it is a joint-stock company or a limited liability company.
If the company converts a partnership (under the Trade Law) into a corporation under Law No. 72 of 2017 and Law No. 159 of 1981, it must submit the following additional documents:
- A valuation report on in-kind shares (net assets and liabilities), prepared by a committee formed by a decree from GAFI’s CEO
- The original articles of partnership and all amendments, registered with the court
- Minutes of a partners’ meeting approving the change in legal structure before valuation
- Minutes of a partners’ meeting approving the valuation and the new articles of association (including capital distribution, activity, etc.)
Note: During incorporation, certain forms must be signed for the Financial Regulatory Authority.
Third: Registration of a Company in the Importers Register
After incorporation, to register in the Importers Register, the company must meet the following requirements:
- Registration in the commercial register and possession of a tax card
- A volume of business not less than 5,000,000 EGP in the most recent tax return submitted to the Tax Authority
- The issued capital registered in the commercial register must not be less than 5,000,000 EGP
- Egyptian partners must own at least 51% of the issued capital registered in the commercial register
Note: On October 28, 2023, a decision was issued authorizing an exception to Article No. 2 of Law No. 1982. It allows Joint-Stock Companies, Limited Liability Companies, Partnerships Limited by Shares, and One-Person Companies—even if owned by foreigners or Egyptians with less than 51% ownership—to register in the Importers Register.
Additional conditions:
- The company’s head office must be in the Arab Republic of Egypt and incorporated under Egyptian law
- One of the company’s declared purposes in the commercial register must be importation
- A cash security deposit or equivalent bank guarantee of 200,000 EGP must be submitted
- The import manager must be Egyptian
- Individuals listed in the commercial register, the import manager, and employees responsible for imports must pass the import practice course approved by the Ministry
Note:
Persons registered in the Commercial Register and those responsible for importing must not have any final convictions for crimes involving fraud, negligence, bankruptcy, or moral turpitude, unless they have been rehabilitated.
Also, no listed individuals may be current members of the Senate, House of Representatives, local councils, or engaged in political work during their membership, unless such activity predates their appointment.
They must also not have any convictions for felonies or for crimes involving fraud, customs violations, import or export offenses, money laundering, intellectual property violations, or breaches of competition law.