How To Register A company in Egypt: A General Guide

 

Are you interested in starting up your businesses in Egypt but don’t know how to about registering the business? In this guide, you will get to know how to register your company in Egypt. This article is intended to serve as a guide to the process of How to Register a company in Egypt. Professional advice should be sought about your specific needs.

An entrepreneur Who is interested in starting a limited Liability company would have to register the company at Central Authority for Investment and Free Zones (GAFI), under law 159 (Year 1981). The GAFI is the principal government body, regulating and facilitating investment in Egypt. This institution is responsible for company business registration in Egypt.

Doing Business in Egypt

Egypt is a big company with a high population density of more than one hundred million persons, it is located in the north-eastern corner of Africa and south-western Asia.

Egypt’s location makes the the country a destination of choice for investors. Due to its fantastic location, Egypt is considered a Focal point for all investors all over the world. And because investment climate is affected by many factors, including: poverty, crime, infrastructure, workforce, national security, political instability, regime uncertainty, taxes, rule of law, property rights, government regulations, government transparency and government accountability, Egypt tends to issue laws and rules that govern the economic and political conditions of the country; as it is well-known that stability is a very important factor in enhancing the investment climate because it affects whether individuals, banks and institutions who are willing to lend money and acquire a stake in the businesses operating there.

Types of Laws Governing Company Registration in Egypt

There are two main laws, governing registering a company in Egypt They are:

1. Egyptian Companies Law NO. 159 of 1981 and its amendments.
2. Egyptian Investment Naw NO. 72 of 2017 and its amendments.

Types of businesses that can be registered in Egypt based on the laws

There are several types of companies that the laws governing business registration in Egypt accommodate. These include:

1. One-person Company (OPC)
2. Limited Liability Company (LLC)
3. A Company limited by shares
4. Joint-stock Company
5. Partnership Company
6. Limited Partnership Company
7. Sole Proprietorship

To know more about these different types of companied in Egypt, I recommend that you read our article on How to Start a company in Egypt

Advantages of Business Registration.

There are several benefits attached to registering your business. Some of them are:

(1) Securing the name: this is the first advantage of having your company registered with the corporate affairs. This is to ensure your company name is not registered by someone else.

(2) Reputation with customers. Having your company registered builds your reputation especially on customers and clients. Registering your business gives your potential customers confidence that they are dealing with a reputable organization

(3) Legal Liability protection: When you register your business as a limited liability company, you are an entirely different entity from your company. You also get legal liability protection.

How to Register your Company in Egypt

So far, you have known about the different types of companies that can be registered in Egypt based on the laws. You have also known the benefits of having your business registered. Below are some of the procedures for registering a company:

(1) Trade name clearance certificate (done by client)

This takes a day to be completed and cases absolutely nothing: Certificate will be issued by the commercial Registry with the new CRA system. This current CRA system only checks the availability of the business name of your choice but doesn’t reserve it.

(2) Obtain a certificate from an authorized bank (done by client).

It takes a day to be completed and it costs EGP 300. The bank of Alexandria branch at the Central Authority for free zones and Investment (GAFI) issues and delivers the certificate in 1-2 days. The bank certificate costs 200 EGP or EGP 500, depending on the bank.

(3). Submit documents to the companies Establishment Department, Under GAFI, (Done by client).

This is completed in just a day. The deposited documents are reviewed immediately by a lawyer. Documents to be reviewed are:

• Trade name clearance certificate.
• Original Bank certificate
• power of Attorney from all the founders.
• Founder IDs.
• Certified copy of auditor’s listing on Registry of Accountant and Auditor’s Association.
• Application to GAFI

(4) Notarize company’s contract (done by client).

It takes a day for this to be completed It costs 0.25% of capital (minimum of EGP 10 and a maximum of EGP 1,000). Public Notary reviews the documents again, particularly the power of Attorney, then, notarizes the Articles of Association.

(5). Obtain chamber of Commerce certificate (done by GAFI).

This is completed in a day and it costs 0.2% of capital, (minimum of EGP 24 and maximum of EGP, 2000). The chamber of commerce Certificate would be obtained by on GAFI employee (because the company is under Law 159) on behalf of the client and provide it to the client.

(6) Issuance of the notification of Incorporation (done by GAFI).

The Articles of Association that are already submitted are ratified by the competent authority and this authority issues a decree approving the establishment of the company.

(7) Commercial Registry certification (done by the client).

(8). Register for taxes (done by client).

The company, upon incorporation, can complete tax registration and obtain the tax card at the One-stop shop’s tax counter. Companies are obliged to register for sales tax only, once they reach at least EGP 54,000 in sales for industrial activities and EGP 150,000 in sales for commercial activities. The required documents include:

• The articles of association.
• The powers of attorney.
• The bank signature authentication to be issued to the appropriate person having the power to sign on behalf of the company.
• The tax card.
• An original extract from the company’s commercial register Certificate).
• The original copy of the company’s lease agreement for its premises.

(9). Register employees with the national Authority of Social Insurance (done by client).

Social insurance provides compensation for disability, retirement (pension), unemployment and work related injuries. National Authority of social Insurance issues a social insurance ID number which is unique. The employer must submit a fully completed, authority issued application (Nos. 1 and 2) and the following documents to the competent authority’s office:

• Employer’s lease agreement for company premises.
• Employer’s tax card.
• Identification card and birth certificate of the employer (Copy)
• Employee’s and employer’s graduation certificate.
• A commercial Registry certificate.

The required documentation for registering joint stock and limited by shares companies

1. A certificate of non-confusion of company name approved by the Commercial Register.
2. A bank certificate of depositing at least 10% of the issued capital
3. Copies of relevant powers of attorney from all founders (minimum three founders). It shall be noted that Original Powers of Attorney must be submitted for matching against the copies.
4. Copies of valid ID of founders
5. 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, an acceptance declaration shall be submitted.
6. A copy of the Bar Association Card of the lawyer who signs the articles of association;
7. A security check on foreign founders.
8. The name and address of the company’s legal consultant (who must be a lawyer at least admitted before the Court of Appeal);
9. In the event of sharing in-kind shares upon incorporation, the original report of GAFI’s committee, which evaluated such in-kind shares, must be submitted; and
10. In the event of incorporating a company to operate under the Free Zones System in accordance with Law No.72 of 2017, the aforementioned required documents must be submitted together with the following:

• GAFI’s approval is needed before setting a business in public free zone.
• In respect of the private free zone, the approval of the Cabinet must be obtained prior to incorporation.

The required documents for registering a Limited Liability Company (LLC)

7. Notarized powers of attorney from all partners (minimum two partners) to be legalized form the Egyptian consulate.
8. Copies of valid ID or passports of founders.
9. An official original certificate obtained from the register of Accountants and Auditors in order to review and approve the balance sheet of the company. In case the original was previously furnished to GAFI, and an acceptance declaration shall be submitted.
10. A certificate of non-confusion of company name approved by the Commercial Register
11. A copy of the Bar Association Card of the lawyer who signs the articles of association
12. A security check on foreign founders and managers.
13. The name and address of the company’s legal consultant (who must be a lawyer at least admitted before the Court of Appeal)
14. 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 submitted.

The required documents for registering a one person company (OPC)

1. A notarized power of attorney to be legalized from the Egyptian consulate.
2. Choosing the name of the company.
3. Transferring the capital of the company which shall be EGP 50000 to extract bank certificate.
4. A copy of the founder’s passport
5. The Certificate of the Auditor of the company
6. A security check on foreign founders and managers

Forms of companies that can be registered

In-Land companies

Investors can incorporate a company as sole corporations, partnership or capital companies. All companies are to be registered in the commercial Register at the supervisory authority, which is the General Authority for investment and free zones (GAFI). The company’s law outlines what must be included within the company’s Articles of Association (AOA) which are:

(1) Foreign branch office : foreign companies, carrying out any commercial, financial, industrial or contracting activity in Egypt, has to be registered as a branch in the commercial register at GAFI, while bank representatives are registered at the central bank of Egypt.

(2) Foreign representative office: following the companies law, a foreign company may establish a representation office, as long as the sole purpose of such Office is to carry out market surveys or to study the feasibility of production without carrying on any commercial activities, including the activities of a commercial agent for the benefit of the foreign company.

General Free Trade Zones

It is possible to establish a company in one of the many free zones across Egypt as an alternative to setting up an inland company. Free Zones like, the Nasr City Public free zone, the Alexandria public free zone, Public free zone of Keft, media public free zone, Port Said public free zone, etc.

Free zone projects are not subject to taxes but pay a fee which is 1% of the value of goods entering the free zone for storage projects, and 1% of the added value of goods exiting the free zone for manufacturing and assembly projects. These projects are generally exempt from import/export regulations and all equipment, machinery, and transportation required for the activities thereof, are exempt from customs duties and sales tax.

Private free Trade Zones

companies, subject to GAFI’s approval are allowed to be set up as private free zones, which means they do not have to be physically located in the designated general free zone complexes.

Investment zones

Investment zones were created under Law no. 19 of 2007, which introduced a new investment scheme where the investor bears all infrastructure and utilities costs and construction works. Formation of an investment Zone requires the approval of the prime minister and the government regulates it through a board of directors.

Please note that article is intended to serve as a guide to the process. Professional advice should be sought about your specific needs.