How To Set Up A Limited Liability Company In Egypt?
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The Limited Liability Company (LLC) is the most popular type
formed by foreigners in Egypt due to its distinctive legal system,
so the question is how to set up a limited liability company in
The Companies Law No. 159 of 1981 governs the formation,
acceptable activities, and dissolution of LLC’s as
- Limited liability companies have to
be registered in the Commercial Registry and are subject to the
supervision and inspection of GAFI.
- Scope of
- Limited liability companies are
precluded from activities in the areas of insurance, banking,
savings, and investment management.
- Apart from the preceding areas of
activity, limited liability companies can carry out legal
commercial activity similar to other business entities, subject
only to the general limitations of applicable laws and
- Management and
- There is no express provision
indicating a maximum ceiling for ownership of capital by
foreigners. Hence, a limited liability company may be 100%
- However, it should be noted that,
under Egyptian law, a limited liability company cannot be wholly
owned by one entity. Consequently, there must be at least
two partners. With respect to management, it is
carried out by managers appointed by the partners.
- The maximum number of shareholders
allowed is 50. No restrictions exist regarding
shareholders’ residency location or nationality. Shareholders
may be natural persons or corporate bodies.
- There may be one or more managers. It
should be noted that before the last amendments, it was a
requirement to have at least one Egyptian manager,
but after the amendments, such requirement is
- A security check
shall be carried out for the foreign manager.
- No minimum capital is required in
LLC, however it is worth noting that if the foreigner needs to
obtain work permit, then he shall submit a bank certificate proving
that his contribution in the capital of the company is 35000 USD;
in order to be able to apply for a work permit.
- The Memorandum of
Association must name all of the managers and specify the
definite term of appoint length or if an indefinite period.
- There is no minimum capital for a
limited liability company. Shares can be issued for non-cash
consideration with the approval of a partners’ meeting.
- Before the last amendments, it was a
requisite to pay the total share capital in full upon
incorporation, but now there is no need to pay the same.
- Limited liability companies are
subject to tax on companies’ profits.
- If the number of partners in the LLC
exceeds 10, a supervisory board consisting of at
least three partners must be created. The supervisory board
maintains the right to request access to all accounting records,
requires reports from the managers, verify all available cash and
assets, and review all of the LLC’s financial statements
before they are presented to the annual general meeting.
- Obligatory official
- Opening an Insurance File; and
- Issuing a Value Added Tax File.
- Required Documentation for
the Company Formation
- A certificate of non-confusion of
company name approved by the Commercial Register;
- Copies of relevant powers of attorney
from all founders (minimum two founders) .It shall be noted that
Original Powers of Attorney must be submitted for matching against
- Copies of valid personal ID of
- An official original certificate
obtained from the register of Accountants and Auditors to the
effect that the company’s auditor is entitled to review and
approve the budgets of the company. In case the original was
previously furnished to GAFI, a copy must be submitted;
- A copy of the Bar Association Card of
the lawyer who signs the articles of association;
- A security check on foreign founders
- The name and address of the
company’s legal consultant (who must be a lawyer at least
admitted before the Court of Appeal);
- Copies of the Birth Certificates for
the managers; in order to be able to open an insurance file;
In the event of sharing in-kind shares upon incorporation, the
report provided by the experts specialized in the professions
stated by the law, must be
Originally published 24 July, 2020
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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