Get the legal knowledge and advice your business deserves.
Ask Hawary our AI corporate lawyer For free or call us or pick your self an appointment
Download investor guide and keep reading
just click Avatars
Get the legal knowledge and advice your business deserves.
Investor Assistance Channels
The General Authority for Investment and Free Zones provides several channels to help investors resolve their issues, including:
- Central Administration for Investor Care:
- This department focuses on mediating disputes that investors encounter with various government entities through amicable means. The goal is to facilitate dialogue and find mutually agreeable solutions to conflicts, thus fostering a cooperative relationship between investors and government bodies.
- Ministerial Committee for Investment Dispute Resolution:
- Investors have the option to appeal to this committee, which plays a crucial role in mediating disputes between investors and administrative authorities. The committee's function is to reach optimal solutions that satisfy both parties.
- It issues binding decisions that are enforceable and obligate the relevant administrative authorities to comply. These decisions carry the force of executive support, ensuring that they are taken seriously and acted upon without delay.
- Importantly, while the committee's decisions are binding, they do not infringe upon the state's rights to preserve its resources. Furthermore, investors retain the right to seek judicial recourse if they believe their rights have been violated or if the outcomes of the committee do not meet their expectations.
Introduction to the General Authority for Investment and Free Zones
- Responsible for Company Establishment:
- The General Authority for Investment and Free Zones is the primary body responsible for the establishment of companies in Egypt. This role is carried out with full consideration of the provisions of the Capital Market Law and the law governing economic zones of a special nature.
- The authority is the sole administrative entity empowered to provide all establishment services, as well as post-establishment services for companies and establishments that engage in any of the activities stipulated in the Investment Law. This includes companies that are governed by the Companies Law for Joint Stock Companies, Partnerships Limited by Shares, and Limited Liability Companies, regardless of their legal form.
- Investor Services Center:
- These services can be accessed through the Investor Services Center at the authority or one of its branches. The authority is not bound by procedures outlined in other laws, and all relevant entities must adjust their operations to activate these services effectively.
- Corporate Structure:
- Each type of company has a contract and a foundational system, which are issued by a decision from the relevant minister. Additionally, each certificate of establishment issued must detail its contents in a decision made by the executive president of the authority and must be registered in the commercial registry.
- All competent authorities, banks, and related entities must recognize these certificates or models as official documents in their dealings as soon as they are issued by the authority.
Importance of These Channels and Services
The establishment of such comprehensive assistance channels is crucial for the investment climate in Egypt. They provide a structured framework for addressing investor concerns, which can significantly enhance the business environment by:
- Fostering Trust: By providing clear avenues for dispute resolution, the authority fosters a sense of trust among investors, which is essential for encouraging foreign and domestic investment.
- Encouraging Transparency: The procedures outlined promote transparency in interactions between investors and government agencies, helping to ensure that all parties are aware of their rights and obligations.
- Facilitating Business Operations: The ability to address conflicts amicably and efficiently allows businesses to focus on their operations rather than becoming entangled in protracted legal disputes.
- Promoting Economic Growth: By simplifying the establishment and operational processes for companies, these services help stimulate economic growth, create jobs, and improve the overall economic landscape.
- Legal Compliance: By ensuring that companies are established and operate within the legal framework, the authority helps maintain order in the marketplace and protects the interests of all stakeholders.
Overall, the General Authority for Investment and Free Zones plays a vital role in shaping the investment landscape in Egypt, aiming to make it more attractive and accessible to investors while ensuring that their rights are protected. This holistic approach not only facilitates the growth of businesses but also contributes to the broader economic development of the country.
Golden License
Description
The Golden License offers a single approval for establishing, operating, and managing a project, including building permits and allocation of necessary properties. This license may be granted to companies through a decision made by the Council of Ministers.
Basic Requirements
- The company must be legally established.
Required Documents
To apply for the Golden License, the company must submit an application via the website or through the technical secretariat of the Golden License Unit located at the General Authority for Investment headquarters in Salah Salem. The application should include two official copies of the following documents:
- Company Incorporation Documents:
- The company’s contract of incorporation, its articles of association, and its certificate of incorporation (if the establishment is complete).
- Recent Commercial Registry Extract:
- A recent extract from the commercial registry of the company (if the establishment is complete).
- Tax Card Copy:
- A photocopy of the company’s tax card (if the establishment is complete).
- Preliminary Feasibility Study:
- A preliminary feasibility study for the project, prepared by a reputable national or international consulting firm licensed to operate.
- Financial Viability Proof:
- Documentation proving the financial capability to execute the project.
- Project Timeline:
- A detailed timeline for project implementation.
- Infrastructure Commitment:
- An acknowledgment from the company’s legal representative (Chairman, Managing Director, or Shareholder/Partner Agent) committing to providing all necessary infrastructure facilities for the project (roads, water, sewage, electricity, communications, waste treatment).
- Compliance Declaration:
- A declaration from the company’s legal representative committing to comply with all conditions and regulations pertaining to the company's activities according to the relevant laws and regulations.
- Additional Documents:
- Any other documents deemed necessary by the unit.
Fees
- The investor is obligated to pay the stipulated fees associated with the Golden License application.
Time Frame
- The processing time for the Golden License typically ranges from 20 to 30 working days from the date when all required documents have been submitted.
Service Channels
- Online Portal: Golden License Portal
- Technical Secretariat of the Golden License Unit: Located at the General Authority for Investment headquarters in Salah Salem.
Policies and Procedures
Via the Online Portal:
- Register and create an account to begin the application process at Golden License Portal.
- Submit the required documents, which will then be reviewed by the authority.
- You will receive all modification documents on your personal page within the portal.
If you encounter any issues during the online service, please contact the hotline at 16035 from 8 AM to 8 PM Cairo time.
Technical Secretariat of the Golden License Unit:
- Attend the authority’s office to submit the required documents in person.
Importance of the Golden License
The Golden License plays a pivotal role in enhancing the investment landscape in Egypt. By simplifying and consolidating the approval process for project establishment, it brings several benefits:
- Streamlined Processes: The single approval system reduces the time and complexity traditionally associated with obtaining multiple permits and licenses, making it easier for businesses to start operations quickly.
- Encouragement for Investment: The assurance of a consolidated approval enhances the attractiveness of Egypt as an investment destination, particularly for foreign investors looking for efficiency and clarity in procedures.
- Support for Infrastructure Development: By mandating the provision of necessary infrastructure from the onset, the Golden License contributes to the overall development of the region, ensuring that projects are sustainable and adequately supported.
- Regulatory Compliance: The emphasis on compliance with laws and regulations helps maintain a level playing field for all businesses and fosters a culture of transparency and accountability.
- Economic Growth and Job Creation: The facilitation of new projects through the Golden License is likely to lead to increased economic activity, driving growth and creating jobs within the community.
In conclusion, the Golden License represents a significant advancement in Egypt's efforts to streamline investment processes and create a conducive environment for businesses to thrive. By offering a one-stop solution for project approvals, it not only accelerates business establishment but also supports the broader goals of economic development and modernization within the country.
Investor Agents Accreditation Services
Description
These services are part of the new framework established by the General Authority for Investment and Free Zones (GAFI) for accrediting investor agents. The aim is to support the activation of a digital transformation system within the authority through the Investors Services Network (ISN). This network is designed to qualify and accredit professionals who serve as intermediaries between investors and the authority, enabling them to participate in providing all of the authority's services electronically. This initiative eliminates the need for paper-based processes, promoting the vision of a Digital Authority.
The introduction of these services follows the results of a study titled "Requirements for Activating the Digital Transformation System at the General Authority for Investment and Free Zones: Qualification and Accreditation as an Entry Point," and subsequent decisions made by the authority’s board during its meeting on December 2, 2018, along with Board Resolution No. 11-2/2022.
These services are offered through the Investor Agents Center, which serves as the operational tool for establishing the electronic Investors Services Network (ISN). The primary mission of this center is to train and accredit professionals to work in the investment field after they successfully complete the preparatory programs designed for this purpose. The Investor Agents Center's training plan includes four escalating preparatory programs arranged from the lowest to the highest levels, corresponding to the following four tiers:
- Level One: "Certified Electronic Foundation Representative" Program
- This program aims to qualify participants to establish both individual enterprises and partnerships electronically for investors.
- Level Two: "Certified Electronic Foundation Agent" Program
- This program aims to qualify participants to electronically establish corporate entities (joint stock companies, limited liability companies, partnerships) as well as individual enterprises and partnerships.
- Level Three: "Certified Investor Agents" Program
- This program aims to qualify participants to provide all investment services offered by various sectors of the authority after the establishment of companies, such as obtaining approvals and licenses, certifying minutes and assemblies, providing technical services, and government services, resolving disputes, economic evaluation of projects, and other investment services provided by the authority.
- Level Four: "Certified Investment Expert" Program
- This program aims to qualify and accredit participants to specialize in a specific investment sector, such as agriculture or industry, or to specialize in a specific investment system, such as becoming a certified investment expert in free zone affairs, investment areas, or a specific field like startups or corporate social responsibility.
These programs are designed to assist all sectors of the authority that provide investment services in interacting with qualified and accredited investor agents, ensuring a smooth and efficient service delivery process. The design of these programs takes into account the importance of interlinking and progressing through the four levels; for instance, one cannot participate in Level Two, "Certified Electronic Foundation Agent," without first passing Level One, "Certified Electronic Foundation Representative," and so forth. This structured progression ensures a comprehensive and cohesive coverage of all investment services and topics.
Basic Requirements
To obtain the services for accrediting investor agents, the following basic requirements must be met:
- Educational Qualifications:
- Candidates must hold a Bachelor’s degree in Law, Commerce, or a relevant higher qualification, with at least two years of work experience in investment services. Applicants should provide a list of the companies they have served in this capacity. Government employees involved in various investment services who wish to be accredited by the authority must provide a certificate from their respective companies indicating their experience in investment services until the time of their participation in these programs.
- Computer Proficiency:
- Candidates must be able to operate a computer (laptop) and bring it to the training programs.
- Electronic Payment Capability:
- Candidates must have been issued a credit card by a bank that enables electronic payments.
- Fee Payment:
- Participation fees for the training programs must be paid through the available electronic payment methods on the authority's website, or paid at the authority's headquarters in Cairo and various governorates, or through direct bank transfers from participants' accounts to the authority’s account in Egyptian pounds at the Central Bank of Egypt, with account number (3/88519/450/9).
- Passing Accreditation Tests:
- Candidates must successfully pass the accreditation tests conducted at the end of each training program and adhere to all regulations and requirements set forth by the Investor Agents Center.
Importance of Investor Agents Accreditation Services
The Investor Agents Accreditation Services are crucial in enhancing the investment environment in Egypt by:
- Facilitating Digital Transformation:
- By encouraging digital processes, these services streamline the interaction between investors and the authority, reducing bureaucracy and improving efficiency.
- Creating Professional Standards:
- The accreditation process ensures that only qualified and knowledgeable individuals serve as intermediaries for investors, thereby enhancing the quality of service and trust in the investment ecosystem.
- Enhancing Investor Confidence:
- By establishing a framework of accredited agents, investors are more likely to feel confident in navigating the regulatory landscape, knowing they have competent professionals to assist them.
- Supporting Economic Development:
- These services contribute to the overall economic growth of Egypt by attracting both local and foreign investments, leading to job creation and development in various sectors.
- Promoting Compliance and Governance:
- Accredited agents are trained to understand and comply with legal and regulatory requirements, fostering a culture of accountability and good governance in investment activities.
In summary, the Investor Agents Accreditation Services are a significant initiative that reflects the General Authority for Investment and Free Zones' commitment to modernizing investment processes and improving the overall investment climate in Egypt. By leveraging technology and establishing a network of qualified professionals, these services aim to create a more efficient, transparent, and supportive environment for investors.
Get the legal knowledge and advice your business deserves.
Required Documents for Accreditation
When attending the training program, participants must present the original copies of the following documents for review, along with a scanned version to be kept at the Investor Agents Center:
- Application Form for the Program: The original will be retained by the center.
- Declaration for Accreditation Certificate: The original will be retained by the center.
- Certificate of Qualification: This should be a Bachelor’s degree in Commerce, a degree in Law, or another suitable higher qualification.
- Criminal Record Check (Fiche et Shabiha): This must be issued in the name of the General Authority for Investment and Free Zones (the original will be retained by the center).
- Military Service Certificate: This can be either proof of completed military service or a final exemption certificate.
- One Passport-Sized Photograph: Recent and clear.
- Valid National ID Card: A current ID is required.
- Original Receipt of Payment for Program Fees: The original will be retained by the center.
- Credit Card: Must be issued by a bank that allows electronic payments.
"Certified Investment Expert"
Varies based on the activities the agent wishes to specialize in
Service Channels
Services can be accessed through the electronic portal and the Investor Agents Center located in the Bada Center within the General Authority’s building in the Diplomatic District. An email address has been established for communication regarding the accreditation services at isn@gafinet.org.eg.
Policies and Procedures
The following steps outline the process for accreditation:
- Announcement of Programs: The authority (Investor Agents Center) will announce the targeted program, detailing the conditions, required documents, and forms to be completed.
- Payment of Fees: Investor agents will pay the required service fees for participating in the targeted program.
- Application Submission: Investor agents will submit their applications through the designated documentation cycle available at the following link: ISN GAFI Application.
- Document Review: A staff member at the Investor Agents Center will review the submitted documents and create files for the agents.
- Conducting Accreditation Tests: Staff at the Investor Agents Center will conduct the accreditation tests and issue certificates upon successful completion of the program.
- Electronic Registration: Successful candidates will be registered in the accredited electronic registry on the authority's website.
Importance of Documentation and Fees
The outlined documents and fees are essential for maintaining a structured and transparent accreditation process for investor agents. Each document serves a specific purpose, ensuring that candidates meet the required qualifications and standards. The fees associated with each program level reflect the training's value and the support provided by the authority, promoting a professional and accountable investment environment. By establishing clear criteria and a tiered fee structure, the General Authority for Investment and Free Zones aims to enhance the quality of investment services and encourage more qualified professionals to participate in the investment landscape.
Electronic Investment Gazette
Description
In accordance with the provisions of Law No. (72) of 2017, particularly Article (34), which states:
"Contracts for the establishment of companies, their bylaws, and amendments shall be published at the expense of the concerned parties in the Investment Gazette of the Authority or by any other electronic means..."
This has led to the introduction of the electronic publication process in the Investment Gazette.
Basic Requirements
- Company Identification Information: Basic details about the company seeking publication.
- Representative Identification Information: Details about the company representative submitting the request.
Required Documents
- Recent Commercial Registration: A current copy of the company's commercial registration.
- Power of Attorney or Authorization: Document authorizing the applicant to submit the request, along with a copy of the applicant's identification.
- Contracts for Publication: Copies of the contracts that need to be published.
- Additional Documents: Any other documents that may be requested during the submission process.
Fees (in Egyptian Pounds)
- The fees are determined based on the type of service required for publication.
Time Frame
- The timeframe for delivering the service is determined according to the type of service requested.
Service Channels
- Electronic Portal: Services can be accessed through the electronic portal of the General Authority for Investment and Free Zones.
Policies and Procedures
Through the Electronic Portal:
- Select the Service: Choose "Electronic Investment Gazette" from the "Electronic Services" section, then click on "Apply for the Service."
- Registration: A representative of the company must register and create an account using the service link (or use an already established account).
- Fill Out the Application: Complete the required information in the publication service application form.
- Upload Required Documents: The company representative must upload the following:
- A signed and stamped copy of the power of attorney or authorization document, along with a copy of their identification.
- A copy of the contracts for amendments to be published.
- A recent commercial registration.
- Any additional documents if requested.
- Payment: Fees must be paid electronically through the portal.
- Review and Issuance: The application will be reviewed, and the Gazette will be issued.
For assistance during the electronic submission process, please contact the hotline at 16035 from 8 AM to 8 PM Cairo time.
Important Notes
- For Established Companies: This service is available for companies established before January 1, 2008, and for companies affiliated with any service center outside of Cairo at this stage.
- Aim of the Service: The introduction of the electronic Investment Gazette aims to streamline the process of publishing essential company information, improving transparency and accessibility for stakeholders and the public.
Importance of the Electronic Investment Gazette
The Electronic Investment Gazette serves a crucial role in enhancing transparency and compliance within the corporate sector. By providing a digital platform for the publication of essential company documents, it not only facilitates easier access to information for investors and the public but also aligns with the broader goals of digitization and modernization of governmental processes in Egypt.
The requirements and procedures outlined ensure that the publication process is straightforward and efficient, reducing the administrative burden on companies and encouraging compliance with legal obligations. Furthermore, the move towards an electronic platform reflects a commitment to reducing paper-based processes, thus promoting environmental sustainability alongside efficiency.
By establishing clear guidelines for documentation and fees, the General Authority for Investment and Free Zones aims to create a user-friendly experience for companies and stakeholders seeking to navigate the complexities of corporate registration and publication.
Investment Licenses
Description
The Investment Services Center of the General Authority for Investment and Free Zones, along with its branches spread across the country, includes representatives from external entities responsible for issuing licenses. These representatives are granted the authority to issue approvals, permits, and licenses under the provisions of Investment Law No. 72 of 2017. This allows them to streamline the process for investors by simplifying the requirements for approvals and licenses according to the technical specifications outlined in relevant laws and the Investment Procedures Guide issued by the Authority.
Basic Requirements
Investors must obtain the necessary licenses and approvals for each activity by providing the correct documents required by the relevant licensing authority and paying the prescribed fees for each license, while adhering to the regulations outlined in the laws governing each specific license.
Required Documents
Investors are obligated to provide the necessary documents from each authority to obtain the required approvals and licenses for their activities.
Fees (in Egyptian Pounds)
Investors are required to pay the fees set by each authority to obtain the necessary approvals and licenses for their activities.
Time Frame
The duration for issuing each license varies based on the type of license and the procedures required by the issuing authority.
Service Channels
- Electronic Portal: The Licensing Unit at the Investment Services Center reviews the application submitted by the investor and provides a final opinion on the request, either approving it and issuing the license or rejecting it.
Policies and Procedures
- Application Submission: The client submits a request for a license/approval/permit from various authorities.
- Document Upload: Required documents are uploaded, and a specialized researcher reviews the documents form-wise.
- Technical Review: Representatives from external entities conduct a technical review of the documents, responding with either an approval or a request for further information.
- Fee Payment: The client pays the required fees or submits the requested additional information.
- Issuance of Approval: The relevant authority issues the required approval/permit/license according to the timelines specified in the law and regulations for each case.
Service for Certificate of No Conflict
Service Description
The Certificate of No Conflict for the trade name is issued for capital companies (joint stock companies, partnerships limited by shares, limited liability companies, and one-person companies) in accordance with the provisions of the Trade Names Law No. 55 of 1953, the Commercial Registry Law No. 34 of 1976, and Law No. 159 of 1981. This certificate indicates that the proposed name for the new or amended company does not conflict with any existing registered company name, thus protecting the names of both companies and avoiding confusion among third parties. Applicants can request the certificate when establishing a new company or modifying an existing company's name through the Authority's website or at the Investment Services Centers. The certificate serves as a reservation of the company name and prevents its use by other investors during its validity period, which is up to 15 days.
Basic Requirements
- Applicable only to capital companies under Law No. 159 of 1981 or Law No. 72 of 2017.
Required Documents
- No documents are required for this service.
Fees (in Egyptian Pounds)
- Issuance fee for the Certificate of No Conflict: 107 EGP.
Time Frame
- Approximately 30 minutes for issuance.
Service Channels
- Electronic Portal and Investment Services Center.
Policies and Procedures
Through the Electronic Portal:
- Registration: Register and create your account and workspace on the electronic portal www.gafi.gov.eg, then select the service and submit the application for review.
- Payment: Pay the fees using credit cards and sign the certificate electronically.
- Certificate Delivery: The Certificate of No Conflict will be sent to your workspace after approval from the Commercial Registry on the electronic portal.
For assistance during the electronic application process, please contact the hotline at 16035 from 8 AM to 8 PM Cairo time or email e-services@gafinet.org.eg.
At the Investment Services Center:
- The incorporation or amendment lawyer will obtain the Certificate of No Conflict on behalf of the investor, providing five alternative names in order of preference.
- Pay the fees for reserving the trade name and issuing the certificate, then receive the Certificate of No Conflict after approval.
One-Person Company
Description
The one-person company is the newest legal form for businesses under Egyptian law. In exception to Article 505 of the Civil Code, which mandates that a company must consist of at least two partners, any natural or legal person may establish a one-person company limited liability, as long as it aligns with the purposes for which it was created.
Basic Requirements
- The capital must not be less than 1,000 Egyptian Pounds.
Required Documents
- Certificate of No Conflict: A certified copy from the Commercial Registry.
- Bank Certificate: Proof of deposit of the entire capital, ensuring that the capital is not less than 1,000 Egyptian Pounds.
- For Legal Entities: If a legal person is establishing the one-person company, the following documents are required:
- Power of attorney from the legal representative of the legal person.
- A recent extract from the Commercial Registry of the legal person (original document must be presented).
- Approval: If the founder is a public legal entity, approval from the Prime Minister or the relevant minister is required, as applicable.
- Power of Attorney: To establish the one-person company, specifying the establishment of companies and signing the incorporation documents before a notary public.
- Investor Identification Forms: For the owner or foreign manager, along with a digital copy on CD.
- Official Extract: A recent official extract from the Accountants and Auditors Registry directed to the Investment Authority, confirming the auditor's entitlement to review and approve the financial statements of capital companies for the first time, or a declaration of acceptance of appointment if this certificate has been previously submitted to the Authority.
- Personal Identification: Clear copies of identification for the founder (valid):
- National ID for Egyptians.
- Passport for foreigners.
- Agent's Identification: Clear copies of identification for the agent (valid):
- National ID for Egyptians.
- Passport for foreigners (with valid residency).
- Lawyer's Registration Card: A copy of the lawyer's registration card, certified before the Bar Association (at least a primary lawyer, and the card must be valid).
- Legal Advisor Information: Specify the name and address of the company's legal advisor, whose registration must not be less than an appellate lawyer.
- Special Approvals: If any of the company's purposes require specific approvals under applicable laws, prior approval is needed.
- In-Kind Contribution: If there is an in-kind share upon establishment:
- Submit a valuation report for the in-kind contribution by qualified professionals as per the nature of each contribution and the founder’s declaration agreeing to the valuation.
- Free Zone Establishment: If establishing a one-person company to operate within the general free zones according to Investment Law No. 72 of 2017, the same previously mentioned documents are required, along with:
- Approval from the Authority prior to establishment, issued by the Board of Directors of the intended free zone where the project will be located.
Get the legal knowledge and advice your business deserves.
Fees (in Egyptian Pounds)
- Fees for establishing one-person companies according to Investment Law No. 72 of 2017 and Law No. 159 of 1981 can be reviewed in the attached document.
Time Frame
- One business day.
Service Channels
- Electronic Portal and Investment Services Center.
Policies and Procedures
Establishment via the Electronic Portal:
- Registration: Register and create your account and workspace on the electronic portal www.gafi.gov.eg, then select the service and submit the required documents for review.
- Payment: Pay the fees using credit cards and electronically sign the documents.
- Document Delivery: All company documents will be sent to your workspace on the electronic portal.
For any issues during the electronic establishment process, please contact the hotline at 16035 from 8 AM to 8 PM Cairo time or email e-services@gafinet.org.eg.
Establishment at the Investment Services Center:
- Select the service and obtain a waiting number; we will review the documents and issue the company's incorporation contract, which will be signed electronically, then proceed with the payment of the fees.
- Sign the documentation for the incorporation electronically and receive your company documents.
Joint Stock Company - Partnership by Shares
Description
A joint stock company is defined under Article 2 of Law No. 159 of 1981 as "a company whose capital is divided into equal shares that can be traded as prescribed by law. The liability of the shareholder is limited to the value of the shares they subscribe to, and they are not liable for the company's debts beyond what they have contributed in shares. The company shall have a commercial name derived from the purpose of its establishment, and the name may include the name or title of one or more of its founders. Its shares may be offered for public subscription and may be listed on the Egyptian Stock Exchange. The shares must be registered with deposit and central registry companies. It is established with the Authority in accordance with the provisions of Investment Law No. 72 of 2017 or Law No. 159 of 1981.
Basic Requirements
- The number of founders in joint stock companies must not be less than three, and as a general principle, its issued capital must not be less than 250,000 Egyptian Pounds, with 10% payable upon establishment.
Required Documents
- Certificate of No Conflict: Certified by the Commercial Registry.
- Bank Certificate: Proof of deposit of at least 10% of the issued capital for joint stock companies and partnerships by shares, with the remainder completed to 25% within three months and 100% within five years, ensuring that the issued capital is at least 250,000 Egyptian Pounds.
- Certificate from Misr for Clearing, Depository and Central Securities: To confirm completion of shareholder coding procedures.
- Power of Attorney Copies: (originals should be presented) in case of establishment through an agent:
- From all founders (minimum three).
- The power of attorney must stipulate the establishment of companies and signing incorporation contracts before a notary, and if the agent is one of the partners, the power of attorney must mention "contracting with oneself and others in establishing companies."
- Identification Copies: Clear copies of identification for the founders or partners (valid):
- National ID for Egyptians.
- Passports for foreigners.
- Official Extract: A recent official extract from the Accountants and Auditors Registry directed to the Investment Authority confirming the auditor's entitlement to review and approve financial statements of capital companies for the first time, or an acceptance declaration if this certificate was previously submitted to the Authority.
- Lawyer's Registration Card: A copy of the lawyer's registration card who will authenticate the contract before the Bar Association (must be at least a primary lawyer, and the card must be valid).
- Investor Identification Forms: For foreign shareholders, plus a digital copy on CD.
- Legal Advisor Information: Specify the name and address of the company's legal advisor, whose registration must not be less than an appellate lawyer.
- Agent's Identification: Clear copies of identification for the agent (originals should be presented):
- National ID for Egyptians.
- Passport for foreigners (with valid residency).
- Approval from Relevant Authority: If any of the company's purposes require special approval under applicable laws (prior approval).
- In-Kind Contribution: If there is an in-kind share upon establishment:
- For joint stock companies/partnerships by shares: submit the original report from the committee formed by the General Authority for Investment and Free Zones evaluating the in-kind contribution.
- Free Zone Establishment: If establishing a company to operate in a free zone according to Investment Law No. 72 of 2017, the same previously mentioned documents are required, in addition to:
- For general free zones: obtaining approval from the Authority before establishment, issued by the Board of Directors of the intended free zone.
- For special free zones: obtaining approval from the Cabinet before establishment.
- Conversion of Company Type: If establishing a capital company resulting from changing the legal form of a partnership under commercial law to a capital company under Laws No. 72 of 2017 and 159 of 1981, the same previously mentioned documents are required, along with:
- Valuation report of the in-kind contribution (net assets and liabilities of the partnership) – this report must come from the committee formed by the Authority for this purpose.
- Partnership formation contract and its summary, as well as all subsequent amendments and their summaries legally published.
- Minutes of the partners' meeting approving the change of legal form prior to the evaluation.
- Minutes of the partners' meeting approving the value resulting from the evaluation, which must also include approval of the company's essential terms post-conversion (capital, distribution among partners, activities, etc.).
- If partners wish to add a cash share, a bank certificate must be submitted, evidencing the deposit of 10% of the cash share.
- A brief history of the company from its establishment contract through amendments to the minutes of the partners' meeting, which should be on CD.
- A recent Commercial Registry extract for the partnership.
- Establishment of a Capital Company through Division: If establishing a capital company or more through the division of an existing company into multiple companies:
- Decision by the Authority’s president regarding the division.
- Valuation report for the in-kind contribution.
- Commercial Registry for the dividing company, indicating the division.
- Copy of the minutes from the extraordinary general assembly meeting of the company approving the division and certified by the Authority.
- Copy of the minutes from the extraordinary general assembly meeting of the company approving the valuation result, certified by the Authority.
- Draft division contract, certified by the Authority.
Fees (in Egyptian Pounds)
- Fees for establishing joint stock companies and partnerships by shares according to Investment Law No. 72 of 2017 and Law No. 159 of 1981 can be reviewed in the attached document.
Time Frame
- One business day.
Service Channels
- Electronic Portal and Investment Services Center.
Policies and Procedures
Establishment via the Electronic Portal:
- Registration: Register and create your account and workspace on the electronic portal www.gafi.gov.eg, then select the service and submit the required documents for review.
- Payment: Pay the fees using credit cards and electronically sign the documents.
- Document Delivery: All company documents will be sent to your workspace on the electronic portal.
For any issues during the electronic establishment process, please contact the hotline at 16035 from 8 AM to 8 PM Cairo time or email e-services@gafinet.org.eg.
Establishment at the Investment Services Center:
- Select the service and obtain a waiting number; we will review the documents and issue the company's incorporation contract, which will be signed electronically, then proceed with the payment of the fees.
- Sign the documentation for the incorporation electronically and receive your company documents.
Partnerships (General Partnership - Simple Recommendation)
Description
Partnerships are businesses that rely heavily on personal relationships among their members, which is a fundamental aspect of how the company operates. Typically, these partnerships consist of a small number of individuals who are closely connected, often through familial ties or friendship. Each partner trusts the others in terms of their abilities and competencies. Consequently, the dissolution of the partnership is a common outcome if any partner dies, is declared legally incompetent, goes bankrupt, or withdraws from the partnership.
Partnerships are categorized into two primary types:
- General Partnership: In a general partnership, all partners share equal responsibilities and liabilities. Each partner can act on behalf of the business, and they all share in the profits and losses of the company.
- Simple Recommendation Partnership: In this type, there are two types of partners: general partners, who manage the business and have unlimited liability, and limited partners, who invest capital but do not participate in the management of the business. Their liability is limited to the extent of their investment.
It is important to note that the minimum number of partners required to form a partnership is two, and the establishment of such businesses is governed by the Investment Law No. 72 of 2017 in Egypt.
Basic Requirements
- The minimum number of partners must be at least two individuals.
- The minimum required capital for establishing a partnership is 300,000 Egyptian pounds.
Required Documents
- Powers of Attorney: A copy of the power of attorney from all partners (with the original available for inspection) is necessary if the partnership is being established through a representative. This document must explicitly state that it allows for the formation of the partnership and the signing of incorporation contracts before the notary public. If the representative is one of the partners, the document must include the phrase indicating that it allows contracting with oneself and others in forming partnerships.
- Identification Documents: Clear, valid copies of identification for each partner are required. This may include:
- A national ID card for Egyptian citizens.
- Passports for foreign partners.
- Lawyer Registration Card: A copy of the registration card from the Bar Association for the lawyer who will certify the contract before the Bar Association. The lawyer must be at least of primary qualification, and their registration must be current.
- Investor Identification Forms: Investor identification forms for foreign partners should be provided, along with a copy of these documents on a CD.
- Identification for the Representative: Clear, valid copies of identification for the representative (with the original available for inspection) are also needed, which may include:
- A national ID card for Egyptians.
- A passport for foreigners, which must be accompanied by a valid residence permit.
- Approval from Relevant Authorities: If any of the partnership's objectives require special approval according to applicable laws, prior approval from the relevant authority must be obtained.
- Valuation Report for In-Kind Contributions: If any in-kind contributions are being made at the time of establishment, a valuation report must be provided. This report should come from qualified professionals who specialize in the relevant fields, based on the nature of each asset.
- Establishing in Free Zones: If the partnership is being established in a public free zone in accordance with the provisions of Investment Law No. 72 of 2017, the same documents listed above must be provided along with:
- Approval from the relevant authority prior to establishment, which is issued by the Board of Directors of the intended free zone where the project will be established.
- Formation Due to the Death of a Sole Proprietor: In the case where a partnership is formed following the death of a sole proprietor, the following additional documents are required:
- A recent extract from the commercial register of the sole proprietorship.
- A death certificate for the sole proprietor and a certificate of inheritance that includes the heirs of the deceased owner.
- If any of the heirs are minors, approval from the court must be obtained to allow the minor to enter into the partnership using the inherited funds.
- A report evaluating the tangible assets of the sole proprietorship (including land, real estate, buildings, machinery, equipment, and inventory) must be provided. This report should be certified by qualified professionals based on the nature of the assets and must be supported by documents proving ownership.
- The original minutes of the meeting of the group of partners under establishment must be provided, which includes approval of the evaluation report and the distribution of the evaluation proceeds among the heirs as per the certificate of inheritance, along with approval of any other necessary information regarding the newly established partnership.
Fees
The fees and service charges for establishing partnerships according to the provisions of Investment Law No. 72 of 2017 can be identified by reviewing the attached documents that outline these costs.
Time Frame
The establishment process typically takes one working day.
Service Channels
Establishment can only be done through the electronic portal.
Policies and Procedures
Establishment through the Electronic Portal:
- Register and create an account, along with a workspace on the electronic portal at www.gafi.gov.eg. Then, choose the service and submit the required documents for review.
- Pay the fees using credit cards and electronically sign the documents.
- All company documents will be sent to your workspace on the electronic portal.
In case of any issues during the electronic establishment of your partnership, please contact the hotline at 16035 from 8 AM to 8 PM Cairo time or send an email to e-services@gafinet.org.eg.
For more information, click here.
For more information on obtaining an electronic signature, click here.
Get the legal knowledge and advice your business deserves.
Company Establishment Services: Limited Liability Company (LLC)
Description
According to Article 4 of Law No. 159 of 1981, a limited liability company (LLC) is defined as a company with no more than fifty partners, each of whom is only liable to the extent of their share. The establishment of the company, increasing its capital, or borrowing on its behalf through public subscription is prohibited. Additionally, an LLC cannot issue shares or bonds that are tradable, and the transfer of partners' shares is subject to the redemption of partners according to the specific conditions outlined in the company’s contract, along with the regulations stipulated in this law. The company may adopt a unique name, which can derive from its purpose, and it can include the name of one or more partners. The minimum number of partners required is two, and shares cannot be offered through public subscription nor can they be listed on the Egyptian stock exchange.
Basic Requirements
- The minimum number of partners must be at least two, and the maximum is fifty.
Required Documents
- Certificate of Non-Confusion of Trade Name: Obtain a certificate confirming that the proposed trade name does not conflict with any existing names.
- Powers of Attorney: Copies of powers of attorney (originals should be available for inspection) from all partners in the case of limited liability companies (the number of partners must not be less than two and not more than fifty). The power of attorney must explicitly state it allows for the formation of companies and signing the incorporation contracts before the notary public. If the agent is one of the partners, the power of attorney must include the phrase indicating the agent is authorized to contract with themselves and others in forming the company.
- Personal Identification Documents: Clear, valid copies of identification for the founders or partners (originals may be requested for inspection):
- National ID for Egyptians.
- Passports for foreigners.
- Official Extract from the Register of Accountants and Auditors: An original official extract addressed to the Investment Authority confirming the auditor's right to review and approve the financial statements of joint stock companies for the first time, or an original acceptance declaration if this certificate has been previously submitted to the authority.
- Lawyer’s Membership Card: A copy of the membership card from the Bar Association for the lawyer certifying the contract before the Bar Association. The lawyer must hold at least a primary qualification, and their card must be valid at the time of submission.
- Investor Identification Forms: Forms for foreign partners, along with a copy of these documents on a CD.
- Legal Advisor Information: The name and address of the company's legal advisor, with the requirement that their registration level be at least as a Court of Appeal lawyer.
- Personal Identification Documents for the Agent: Clear, valid copies of identification for the agent (originals should be available for inspection):
- National ID for Egyptians.
- Passport for foreigners (with a valid residence permit).
- Approval from Relevant Authorities: If any of the company's objectives require special approval according to applicable laws, prior approval from the relevant authority must be obtained.
- In-Kind Contributions at Establishment: In the case of in-kind contributions at the time of establishment, a report from qualified professionals who specialize in the relevant fields must be provided based on the nature of each asset.
- Establishing in Free Zones: If the company is being established in a public free zone according to the provisions of Investment Law No. 72 of 2017, the same documents must be provided along with:
- Approval from the relevant authority before establishment, issued by the Board of Directors of the intended free zone where the project will be established.
- Changing Legal Structure: If a company is established as a result of changing the legal structure from a partnership (as defined under commercial law) to a joint stock company, the following additional documents are required:
- An asset evaluation report (net assets and liabilities of the partnership) from a committee formed by a decision of the authority for this purpose.
- The partnership's incorporation contract and its summary, along with all subsequent amendment contracts and their summaries legally registered.
- Minutes from a meeting of the partners approving the change in legal structure before the evaluation.
- Minutes from a meeting of the partners approving the value resulting from the evaluation, including agreement on the fundamental terms of the company after the transition (capital distribution, activity, etc.).
- A record outlining the company’s history from its inception through amendments to the minutes of the partners' meeting, to be submitted on a CD.
- A recent commercial register for the partnership.
- Establishing Multiple Companies through Division: In the case of establishing one or more companies through the division of an existing company into multiple entities, the following documents are required:
- Decision from the authority regarding the division.
- Asset evaluation report.
- Commercial register for the dividing company with the division noted.
- Minutes from the extraordinary general assembly meeting approving the division, certified by the authority.
- Minutes from the extraordinary general assembly meeting approving the results of the evaluation, certified by the authority.
- Draft of the division contract, certified by the authority.
Fees
The fees and service charges for establishing limited liability companies under the provisions of Investment Law No. 72 of 2017 and Law No. 159 of 1981 can be determined by reviewing the attached document that outlines these costs.
Time Frame
The establishment process typically takes one working day.
Service Channels
Establishment can be conducted through the electronic portal and the Investors' Services Center.
Policies and Procedures
Establishment through the Investors' Services Center:
- Partners or their representative should obtain a waiting number and then approach the front desk lawyer in the General Contracts and Incorporation Decisions Department at the company establishment hall. This lawyer is responsible for checking the company’s trade name, reviewing the required documents for establishment, entering the company’s data into the electronic establishment system, and then issuing the company contract and all required registration forms, including the tax card, value-added tax registration certificate, and social insurance number. All documents must be electronically signed by the partners or their representative, after which the establishment fees and the certificate of non-confusion can be paid in cash or by credit card immediately after signing.
- Note: The partners or their representative must submit a request for a certificate of non-confusion among the establishment documents, which includes five proposed trade names for the company to be reviewed and approved by the front desk lawyer and the commercial register employee during the establishment process, and the associated fees will be included in the company’s establishment costs.
- The partners or their representative will sign the documentation for the company contract at the investment documentation office in the company establishment hall on the first floor.
- Note: The establishment follow-up unit staff will complete all registration procedures for the commercial register, tax card, value-added tax registration certificate, and social insurance number on behalf of the partners or their representative through the relevant office staff in the back offices of the company establishment hall on the first floor.
- The partners or their representative will receive the commercial register, tax registration numbers, and value-added tax registration number immediately upon completing the establishment procedures, and they will be handed the tax card, value-added tax registration certificate, and social insurance number as a standard procedure for all limited liability companies without exception, within one working day.
General Notes:
- The value-added tax registration certificate will be issued for companies required to register under the provisions of the Value Added Tax Law issued by Law No. 67 of 2016.
- Partners or their representative may review the documents at the document review office on the ground floor as an optional procedure to verify the completeness of the submitted documents before presenting them in the company establishment hall on the first floor.
Establishment via the Electronic Portal:
- Register and create an account and workspace on the electronic portal at www.gafi.gov.eg, then choose the service and submit the required documents, which will be reviewed.
- Pay the fees using credit cards and electronically sign the documents.
- All company documents will be sent to your workspace on the electronic portal.
In case of any issues during the electronic establishment of your company, please contact the hotline at 16035 from 8 AM to 8 PM Cairo time or send an email to e-services@gafinet.org.eg.
For more information, click here.
For more details on obtaining an electronic signature, click here.
Establishing an Individual Enterprise
Description
An individual enterprise is a business owned and managed by a single person. This individual receives all profits generated by the enterprise while also bearing all responsibilities associated with it. According to articles 10 and 11 of the Commercial Law No. 17 of 1999, this type of enterprise is recognized as the sole trader. The establishment of an individual enterprise is governed by the Investment Law No. 72 of 2017.
Basic Requirements
The capital of the individual enterprise is determined according to the owner's preference, meaning there is no fixed minimum capital requirement set by law. This flexibility allows entrepreneurs to start businesses at varying scales based on their financial situation and business goals.
Required Documents
To establish an individual enterprise, several documents are needed:
- Power of Attorney: If the establishment is being done through an agent, a copy of the power of attorney must be provided (the original must be presented for verification). The power of attorney should specifically authorize the agent to establish the business.
- Identification Documents: Clear and valid copies of identification for the owner of the enterprise are required:
- For Egyptian citizens, a national ID number is needed.
- For foreign individuals, valid passports are necessary.
- Identification Documents for the Agent: If the establishment is conducted through an agent, similar identification documents are required from them as well:
- A national ID for Egyptian agents.
- A passport for foreign agents, along with proof of a valid residency permit.
- Investor Identification Form: This is a document that identifies the foreign owner of the enterprise. It must be submitted along with a copy saved on a CD.
- Approval from Relevant Authorities: If any of the business purposes require specific approvals under existing laws, prior approval must be obtained from the relevant authority.
- In-Kind Contribution: If there is an in-kind contribution at the time of establishment, a valuation report of that contribution from qualified professionals must be provided, according to the nature of the asset.
- Free Zone Establishment: If the enterprise is to operate under free zone regulations according to the Investment Law No. 72 of 2017, the following additional documents are required:
- For General Free Zones: Approval from the relevant authority must be obtained prior to establishment, and this approval is issued by the Board of Directors of the free zone where the project will be established.
Fees
The fees for establishing an individual enterprise according to the Investment Law No. 72 of 2017 can be found by reviewing the attached document that outlines the costs and service fees associated with the process.
Time Frame
The typical timeframe for establishing an individual enterprise is one working day. This means that, once all documents are submitted correctly, the registration process is completed swiftly, allowing entrepreneurs to commence operations promptly.
Service Channels
The establishment process can be completed exclusively through the electronic portal.
Policies and Procedures
Establishment via the Electronic Portal:
- Register and create an account and workspace on the electronic portal www.gafi.gov.eg. Select the service and submit the required documents for review.
- Pay the necessary fees using credit cards and electronically sign the documents.
- All documentation related to the establishment of the enterprise will be sent to the designated workspace on the electronic portal.
If any issues arise during the electronic establishment process, individuals can call the hotline at 16035 from 8 AM to 8 PM Cairo time or send an email to e-services@gafinet.org.eg for assistance.
For further information about obtaining an electronic signature, users can click the provided link.
Expanded Explanation
What is an Individual Enterprise?
An individual enterprise is fundamentally a sole proprietorship. It is characterized by the direct involvement of the owner in managing the day-to-day operations of the business. This structure is advantageous for small businesses or startups, as it allows for quick decision-making and a more personal connection to the business operations. However, it also means that the owner bears all the financial and legal risks associated with the business.
Legal Framework
The establishment of an individual enterprise in Egypt is governed by specific legal provisions, which ensure that the process is clear and structured. The Investment Law No. 72 of 2017 facilitates the process of starting a business by streamlining the required procedures and documentation. Understanding these laws is crucial for entrepreneurs to navigate the legal landscape successfully.
Capital Requirements
The fact that the capital for an individual enterprise is determined by the owner offers flexibility. This means that entrepreneurs can start with the amount they feel comfortable investing, allowing for innovation and creativity in launching their business. However, it's essential for the owner to conduct proper financial planning to ensure that the business can sustain itself and grow.
Importance of Documentation
The required documents serve multiple purposes:
- They provide legal evidence of the owner's identity and the legitimacy of the enterprise.
- The power of attorney is crucial when someone else is acting on behalf of the owner, ensuring that all actions taken are legally authorized.
- Identification documents ensure that all parties involved in the business are recognized by law, which is vital for tax purposes and regulatory compliance.
- Approval from relevant authorities acts as a safeguard to ensure that the enterprise does not contravene any regulations that may affect its operation.
Free Zones and Their Implications
Operating in a free zone can offer additional benefits, such as tax incentives and less stringent regulations. However, it is essential to understand the specific requirements and approvals needed for businesses wishing to operate in these zones. This consideration can significantly influence the operational strategy of the business.
Conclusion
Establishing an individual enterprise is a structured yet flexible process that enables entrepreneurs to create their own businesses with relative ease. By understanding the legal requirements, necessary documentation, and available resources, potential business owners can navigate the process more effectively. The emphasis on documentation and compliance with laws not only protects the owner's interests but also contributes to a more robust business environment overall.
Get the legal knowledge and advice your business deserves.
Translation and Expanded Explanation of "Certification of Shareholder or Partner Lists"
Certification of Shareholder or Partner Lists
Description
The certification of shareholder or partner lists applies to companies subject to the provisions of Law No. 159 of 1981. This process ensures that the lists of shareholders or partners in a company are officially recognized and authenticated by the relevant authorities.
Basic Requirements
This applies specifically to capital companies, which include:
- Joint Stock Companies
- Limited Liability Companies
- Partnerships with shares
Required Documents
To certify the shareholder or partner lists, the following documents are required:
- Application: A formal application addressed to the head of the Investment Services Sector must be printed on the company’s letterhead and signed by the Chairman of the Board or their authorized representative. This should also include a company stamp to authenticate the application.
- Original List: The original list must be certified by the Chairman of the Board or the manager, depending on the situation. Additionally, a copy printed on the company’s letterhead must be included, stamped with the company seal and signed by the auditor. This copy must also bear the stamp of the auditor's office. Furthermore, the appointment document for the auditor must be included, along with the acknowledgment form as per the CEO’s decision No. 480 of 2016.
- Recent Extract from the Commercial Register: A recent extract from the commercial register, which should not be older than three months from the date of issue.
- Company's Articles of Association or Contract: A copy of the company's articles of association or the company contract must be submitted.
- Latest Amendment to Article (7): For joint-stock companies, the latest amendment to Article (7) of the company's articles of association must match the submitted list, or a notarized amendment contract from the Real Estate Registry must be provided.
- Latest Amendment to Article (5): For limited liability companies, the latest amendment to Article (5) of the company contract must match the list, or a notarized amendment contract from the Real Estate Registry must be provided.
- Payment Receipt: A receipt confirming the payment of the service fee must be included.
Fees (in Egyptian Pounds)
- Certification of Shareholder or Partner Lists: 400 EGP for each copy.
- Certification by the Ministry of Foreign Affairs Office: 400 EGP for each copy.
Time Frame
The entire process is expected to be completed within one working day.
Service Channels
The certification can be done through:
- The electronic portal
- The Investors Service Center
Policies and Procedures
- Choose the Service: Select the relevant service and obtain a waiting number. The submitted documents will then be reviewed.
- Submit to the Legal Affairs Window: Go to the designated window in the General Administration of Legal Affairs for capital companies (associations) to review your request from a technical standpoint, and pay the service fee in cash at the treasury.
- Receive the Certified List: Once approved and stamped with the Republic’s seal, you will receive the list of shareholders or partners.
Expanded Explanation
Importance of Certification
The certification of shareholder or partner lists is a crucial process for capital companies in Egypt. It serves several purposes:
- Legal Compliance: Certification ensures that the company is in compliance with the legal requirements set forth by the Commercial Law and Investment Law. This is vital for maintaining good standing and avoiding penalties.
- Transparency: By certifying the lists, the company demonstrates transparency in its operations, which is essential for building trust with investors, partners, and regulatory bodies.
- Facilitating Transactions: A certified list is often required for various transactions, such as securing loans, attracting investors, or engaging in mergers and acquisitions. It acts as an official document that can be presented to banks, potential partners, and regulatory agencies.
Understanding the Required Documents
- Application on Company Letterhead: This ensures that the request is formal and represents the company officially, highlighting the seriousness of the certification process.
- Original and Copy of the List: Having both the original and a stamped copy ensures that there is a verifiable record of the shareholders or partners, which can be referred to in the future if needed.
- Commercial Register Extract: This document serves as evidence that the company is registered and legally recognized in Egypt, confirming its status as a valid business entity.
- Articles of Association or Contract: These foundational documents outline the company's structure, governance, and operating rules. They are essential for understanding how the company operates and who has ownership stakes.
- Amendment Documents: Keeping the amendments to the articles or contracts updated is crucial. It ensures that any changes in ownership or structure are officially recorded and recognized, which helps avoid disputes and legal complications.
- Payment Receipt: This confirms that the necessary fees have been paid for the service, which is essential for processing the certification.
Fees and Time Frame
The fees for certification are relatively modest, considering the importance of having an officially recognized document. The one-day turnaround time reflects a streamlined process aimed at facilitating business operations and reducing bureaucratic delays, which can be a significant barrier to entrepreneurship.
Service Channels and Procedures
The availability of both electronic and physical service channels enhances accessibility for companies seeking certification. The clear steps outlined in the procedures provide a straightforward approach to ensuring that all necessary documents are gathered and submitted, making the process more efficient.
Conclusion
The certification of shareholder or partner lists is a fundamental process for capital companies operating under Egyptian law. By adhering to the requirements and understanding the significance of each document, companies can ensure their compliance with legal standards and facilitate smoother business operations. This certification not only protects the interests of the company and its shareholders but also promotes a more trustworthy business environment in Egypt.
Translation and Expanded Explanation of "Certification of Board of Directors List in Joint-Stock Companies"
Certification of the Board of Directors List
Description
The certification of the board of directors list applies to joint-stock companies. This process involves officially recognizing and authenticating the list of individuals who serve on the board, ensuring that the governance of the company is transparent and legally compliant.
Basic Requirements
This process specifically pertains to joint-stock companies.
Required Documents
To certify the board of directors list, the following documents are necessary:
- Application: A formal request addressed to the head of the Investment Services Sector must be printed on the company’s letterhead and signed by the Chairman of the Board or their authorized representative. The application should also bear the company stamp.
- Original List: The original certified list of board members must be submitted, printed on the company’s letterhead, and stamped with the company seal. This list must be signed by the Chairman of the Board and should conform to the records in the commercial register, including the acknowledgment form as per the CEO’s decision No. 480 of 2016.
- Recent Extract from the Commercial Register: A current extract from the commercial register should be provided, reflecting the date of the application submission.
- Articles of Association: A copy of the company’s articles of association along with the latest amendments, especially concerning the structure of shareholders, must be included.
- Payment Receipt: A receipt confirming the payment of the service fee is required.
- Authorization: A power of attorney or delegation from the Chairman of the Board or the manager to an authorized representative for submitting and receiving the documents.
Fees (in Egyptian Pounds)
- Certification of the Board of Directors List: 400 EGP for each copy.
- Certification by the Ministry of Foreign Affairs Office: 400 EGP for each copy.
Time Frame
The process is expected to be completed within one working day.
Service Channels
Certification can be processed through:
- The electronic portal
- The Investors Service Center
Policies and Procedures
- Choose the Service: Select the relevant service and obtain a waiting number. The submitted documents will then be reviewed.
- Submit to the Legal Affairs Window: Proceed to the designated window in the General Administration of Legal Affairs for capital companies (associations) to have your request reviewed from a technical standpoint, and pay the service fee in cash at the treasury.
- Receive the Certified List: Once approved and stamped with the Republic’s seal, you will receive the certified list of the board of directors.
Expanded Explanation
Importance of Certification
The certification of the board of directors list is vital for several reasons:
- Legal Compliance: Ensuring that the list of board members is certified means the company is complying with the legal requirements set forth by the Egyptian Commercial Law and other regulatory frameworks. This compliance helps maintain the company’s good standing and avoids potential legal issues.
- Corporate Governance: A certified board list is a critical component of corporate governance. It provides transparency regarding who is responsible for making strategic decisions in the company, which is essential for building trust with shareholders, investors, and stakeholders.
- Facilitating Business Operations: The certified list is often required for various business activities, such as securing loans, attracting investments, or entering contracts. It serves as an official document that proves the legitimacy of the company's governance structure.
Understanding the Required Documents
- Application on Company Letterhead: This formalizes the request and signifies that it is made on behalf of the company, demonstrating the seriousness of the certification process.
- Original and Certified List: The requirement for an original list ensures authenticity, while the certification from the Chairman guarantees that the board’s composition is officially recognized and legitimate.
- Commercial Register Extract: This document serves as proof that the company is duly registered and recognized by the authorities, which is essential for verifying its legal status.
- Articles of Association: This foundational document outlines the company's governance framework and operational rules, making it crucial for understanding the board's structure and authority.
- Payment Receipt: The receipt confirms that all necessary fees have been paid for the certification service, ensuring that the request will be processed.
- Authorization: The delegation of authority is important for ensuring that an appropriate representative is handling the submission and collection of the documents, which streamlines the process and prevents any potential misunderstandings.
Fees and Time Frame
The fees associated with certification are reasonable considering the importance of having an official document that confirms the board’s composition. The one-day processing time indicates a commitment to efficiency, reducing bureaucratic hurdles for businesses seeking to operate smoothly.
Service Channels and Procedures
The option to utilize both electronic and physical service channels enhances accessibility for companies. The clear steps outlined in the procedures help ensure that all required documents are gathered and submitted correctly, making the process more straightforward.
Conclusion
The certification of the board of directors list is a fundamental requirement for joint-stock companies in Egypt. By adhering to the necessary requirements and understanding the importance of each document, companies can ensure compliance with legal standards and promote effective corporate governance. This certification not only protects the interests of the company and its board members but also fosters a more transparent and trustworthy business environment in Egypt.
Translation and Expanded Explanation of "Certification of Partners’ Meeting Minutes for Opening or Closing a Branch"
Certification of Partners’ Meeting Minutes for Opening or Closing a Branch
Description
The certification of partners’ meeting minutes is a necessary process for partnerships, specifically for those involved in opening or closing a branch of their business. This ensures that such decisions are formally documented and recognized by the relevant authorities.
Basic Requirements
This process applies to partnerships, including simple partnerships and general partnerships.
Required Documents
To certify the meeting minutes regarding the opening or closing of a branch, the following documents are necessary:
- Application: A formal request addressed to the head of the Investment Services Sector must be submitted.
- Original Meeting Minutes: The original minutes of the partners’ meeting, which must include the acknowledgment form as per the CEO’s decision No. 480 of 2016, should be signed by all partners and stamped with the company seal.
- Recent Extract from the Commercial Register: A current extract from the commercial register should be provided, which should not be older than three months.
- Investment Register and Amendments: The investment register along with any amendments must be submitted.
- Payment Receipt: A receipt confirming the payment of the service fee is required.
- Security Clearance for Foreign Partners: A security inquiry for foreign partners must be obtained.
- Special Requirements for Sinai Branches: If the branch is to be opened in the Sinai Peninsula, a specific service form along with the required documents must be completed.
- Proof of Branch Ownership: Documentation proving the possession of the branch must be dated and substantiated.
Fees (in Egyptian Pounds)
- Certification of Partners’ Meeting Minutes for Opening or Closing a Branch: 400 EGP for each copy.
- Certification by the Ministry of Foreign Affairs Office: 400 EGP for each copy.
Time Frame
The process is expected to be completed within one working day.
Service Channels
Certification can be processed through:
- The electronic portal
- The Investors Service Center
Policies and Procedures
- Choose the Service: Select the relevant service and obtain a waiting number. The submitted documents will then be reviewed.
- Submit to the Legal Affairs Window: Proceed to the designated window in the General Administration of Legal Affairs for partnerships to have your request reviewed from a technical standpoint. Pay the service fee in cash at the treasury.
- Receive the Certified Minutes: Once approved and stamped with the Republic’s seal, you will receive the certified meeting minutes regarding the opening or closing of the branch.
Importance of Certification
The certification of partners’ meeting minutes for opening or closing a branch is critical for several reasons:
- Legal Compliance: This certification serves to ensure that the decision to open or close a branch is officially recorded, compliant with Egyptian commercial law, and recognized by regulatory bodies. This prevents legal disputes and ensures that the partnership is acting within its rights.
- Documentation of Decisions: It provides a formal record of the partnership’s decisions, which is crucial for transparency and accountability among partners and stakeholders. This record can be used as evidence in potential disputes or for future reference.
- Facilitating Business Operations: The certified minutes are often required for various business transactions, such as securing loans, entering contracts, or making changes to the partnership structure. Having this document readily available helps streamline operations.
Understanding the Required Documents
- Application to the Investment Services Sector: This initiates the process and signifies the intention to certify the meeting minutes.
- Original Meeting Minutes: The minutes must accurately reflect the discussions and decisions made during the partners’ meeting regarding the branch. The inclusion of the acknowledgment form ensures that the document is compliant with relevant legal frameworks.
- Extract from the Commercial Register: This document verifies that the partnership is officially registered and recognized by the authorities, providing legitimacy to its operations.
- Investment Register: This is essential for demonstrating the partnership’s compliance with regulations regarding investments and business activities.
- Payment Receipt: This is a crucial part of the certification process, indicating that the partnership has paid all necessary fees.
- Security Clearance for Foreign Partners: This requirement is essential for ensuring that foreign partners meet the security standards set by local authorities, which is particularly important for maintaining national security.
- Special Requirements for Sinai Branches: The additional documentation for branches in Sinai is due to the unique regulatory environment in that region, which often has stricter requirements.
- Proof of Branch Ownership: This document is vital for verifying that the partnership has legitimate rights to operate a branch at the specified location.
Fees and Time Frame
The fees associated with certification are reasonable considering the importance of having an official document that records significant business decisions. The one-day processing time indicates efficiency in the certification process, allowing partnerships to move forward promptly.
Service Channels and Procedures
Offering both electronic and physical service channels enhances accessibility for partnerships seeking certification. The clear steps outlined in the procedures ensure that all necessary documentation is collected and submitted correctly, streamlining the process and reducing bureaucratic hurdles.
Conclusion
The certification of partners’ meeting minutes for opening or closing a branch is a fundamental requirement for partnerships in Egypt. By understanding the necessary requirements and the importance of each document, partnerships can ensure compliance with legal standards and promote effective governance. This certification not only protects the interests of the partners but also fosters a more transparent and trustworthy business environment.
Certification of Ordinary General Assembly Minutes
Description
The certification of ordinary general assembly meeting minutes is a requirement for companies governed by Law No. 72 of 2017 and Law No. 159 of 1981. This certification ensures that the decisions made during the assembly are formally documented and recognized by the relevant authorities.
Basic Requirements
This applies to companies governed by Law No. 72 of 2017 and Law No. 159 of 1981, including:
- Joint-stock companies
- Limited liability companies
- Partnerships limited by shares
- Sole proprietorships
Required Documents
To certify the ordinary general assembly meeting minutes, the following documents are required:
- Application: A request addressed to the head of the Investment Services Sector on the company’s letterhead, signed by the chairman of the board or an authorized representative.
- Meeting Minutes: The original meeting minutes, printed on the company’s letterhead, must be signed by:
- The chairman of the board
- The secretary
- Vote counters
- The company’s auditor
- The auditor from the Central Auditing Organization, if the public capital exceeds 25%. The minutes must be stamped with the company seal and the auditor's seal and include the acknowledgment form as per the CEO’s decision No. 480 of 2016.
- Company Statutes: The company's articles of association and any amendments, if applicable.
- Invitation Evidence: Proof of invitations sent to administrative authorities, board members, shareholders, and auditors at least 21 days prior to the meeting (excluding the day of sending and the meeting day).
- Recent Extract from the Commercial Register: A recent extract from the commercial register, not older than three months.
- Authorizations: Any authorizations that exist.
- Attendance Sheet: An attendance sheet for the board members/shareholders, signed by them, the vote counters, and the auditor, stamped with the company seal and the auditor's seal, and with a declaration by the presenter that it is submitted under their responsibility.
- Financial Documents: If the assembly discusses the budget, it should include:
- The audited financial statements
- The auditor's report
- The board of directors' report, all certified by the company.
- Special Case Documents:
- Resignations and acceptance declarations for new members.
- Copies of identification.
- Security inquiries for foreign members.
- Approval from the Prime Minister or relevant minister if any new member is a public sector employee.
- Resignation of the auditor, if applicable.
- Certificate of registration for accountants if a new auditor is appointed, along with acceptance declarations and nomination letters, if any.
- In case of liquidation:
- The final liquidation account certified by the liquidator.
- A declaration from the liquidator stating that all obligations have been met and the remaining proceeds have been distributed.
- Evidence of publication.
- A declaration from the liquidator and shareholders regarding their responsibilities for the liquidation process and its outcomes.
- A declaration from the liquidator confirming no obligations towards the company from administrative authorities (taxes, social security, customs) within 120 days from the notification date to these entities.
- Publication newspapers and the investment journal.
- Correspondence with administrative authorities (taxes, social security, customs) confirming that 120 days have passed since the letters were sent or a response was received before the end of the 120 days.
- If capital is restructured, a bank certificate or auditor's certificate confirming the completion of 25% of the capital, as applicable.
- In the case of opening a branch, a document proving possession of the branch must be dated at least.
- If capital is restructured post-increase, provide:
- A bank certificate for the cash deposit used to complete the capital.
- If completed based on the auditor's certificate, first approach the Economic Performance Monitoring Sector and provide a financial examination report before certifying the minutes.
- Sinai Region Requirements: Specific service forms and required documents must be completed for matters related to the Sinai Peninsula.
Fees (in Egyptian Pounds)
- Certification of General Assembly Minutes: 400 EGP for each copy.
- Certification by the Ministry of Foreign Affairs: 400 EGP for each copy of the ordinary general assembly minutes.
Time Frame
The process is expected to be completed within one working day.
Service Channels
Certification can be processed through:
- The electronic portal
- The Investors Service Center
Policies and Procedures
- Choose the Service: Select the service and obtain a waiting number. The submitted documents will be reviewed.
- Submit to Legal Affairs Window: Proceed to the designated window in the General Administration of Legal Affairs for partnerships to have your request reviewed technically and pay the service fee in cash at the treasury.
- Receive Certified Minutes: After approval and stamping with the Republic’s seal, you will receive the certified meeting minutes.
Expanded Explanation
Importance of Certification
The certification of ordinary general assembly minutes is vital for several reasons:
- Legal Compliance: It ensures that the decisions made during the assembly are officially documented and compliant with Egyptian commercial law, helping to avoid legal disputes and ensuring that the company operates within its legal framework.
- Transparency and Accountability: This certification provides a formal record of the assembly's decisions, promoting transparency and accountability among board members, shareholders, and stakeholders.
- Business Operations: Certified minutes are often required for various business activities, such as securing loans, entering contracts, or making changes to company governance. Having this documentation ready facilitates smoother operations.
Understanding the Required Documents
- Application: This initiates the certification process and signifies the intention to document the assembly's decisions officially.
- Meeting Minutes: The minutes must accurately reflect the discussions and decisions made during the assembly. Including signatures and stamps from key figures ensures that the minutes are recognized as valid and authoritative.
- Statutes and Amendments: Providing the company’s articles of association helps to demonstrate that the assembly's decisions align with the company's governing documents.
- Invitation Evidence: This document confirms that all relevant parties were notified of the assembly, ensuring that the meeting was conducted transparently and inclusively.
- Commercial Register Extract: This verifies that the company is registered and recognized by authorities, providing legitimacy to its operations.
- Attendance Sheet: This serves as a record of who participated in the assembly, further supporting the transparency of the process.
- Financial Documents: If financial statements are discussed, including them with the auditor's and board's reports ensures that the assembly had a complete understanding of the company's financial position.
- Special Case Documents: Additional documentation ensures that any changes in the board, financial restructuring, or liquidation are properly recorded and authorized, protecting the company and its stakeholders.
- Sinai Region Specific Requirements: The unique regulatory environment in Sinai may necessitate additional documentation, ensuring compliance with local laws and regulations.
Fees and Time Frame
The certification fees are a small price to pay for the legal protection and formal recognition of significant business decisions. The quick turnaround time of one day is designed to facilitate businesses' needs and ensure they can proceed without unnecessary delays.
Service Channels and Procedures
The option to process certifications electronically and through physical service channels increases accessibility for companies. The detailed steps outlined in the procedures ensure that all necessary documentation is collected and submitted correctly, reducing bureaucratic obstacles.
Conclusion
The certification of ordinary general assembly minutes is a crucial requirement for companies operating in Egypt. By understanding the necessary requirements and the importance of each document, companies can ensure compliance with legal standards and promote effective governance. This certification not only protects the interests of the companies and their stakeholders but also fosters a more transparent and trustworthy business environment.
Certification of Administrative Resolutions for Limited Liability Companies
Description
The certification of administrative resolutions is a requirement for limited liability companies established under Law No. 72 of 2017 and Law No. 159 of 1981. This certification ensures that the administrative decisions made by the company's management are formally recognized and documented.
Basic Requirements
This certification applies specifically to limited liability companies formed according to the provisions of Law No. 72 of 2017 and Law No. 159 of 1981.
Required Documents
To certify the administrative resolutions, the following documents are necessary:
- Application: A request addressed to the head of the Investment Services Sector.
- Original Administrative Decision: The administrative decision must be printed on the company's letterhead and signed by the company’s manager, stamped with the company seal, and include the acknowledgment as per the CEO's decision No. 480 of 2016.
- Recent Extract from the Commercial Register: A recent extract that is no older than three months from the date of issuance.
- Company's Articles of Association: The company's articles of association and any recent amendments, if applicable.
- Service Payment Receipt: Proof of payment for the service provided.
- Security Inquiry for Foreigners: A security clearance document for any foreign individuals involved.
- Special Requirements for Opening a Branch in Sinai: If the branch is to be opened in the Sinai Peninsula, specific service forms and required documents must be completed.
- Head Office Relocation: If relocating the head office within the same city, all managers must sign the resolution.
- Possession Document for Branch: A document proving possession of the branch being opened, dated at least.
Fees (in Egyptian Pounds)
- Certification of Administrative Resolution: 400 EGP for each copy.
- Certification by the Ministry of Foreign Affairs: 400 EGP for each copy of the administrative resolution.
Time Frame
The process is expected to be completed within one working day.
Service Channels
Certification can be processed through:
- The electronic portal
- The Investors Service Center
Policies and Procedures
- Choose the Service: Select the service and obtain a waiting number. The submitted documents will be reviewed.
- Submit to Legal Affairs Window: Proceed to the designated window in the General Administration of Legal Affairs for partnerships to have your request reviewed technically and pay the service fee in cash at the treasury.
- Receive Certified Resolution: After approval and stamping with the Republic’s seal, you will receive the certified administrative decision.
Importance of Certification
The certification of administrative resolutions is crucial for the following reasons:
- Legal Validation: This process formally recognizes the administrative decisions taken by the company, ensuring that they are documented in compliance with Egyptian laws. It serves as a safeguard against any potential legal disputes related to management decisions.
- Operational Efficiency: Having certified resolutions allows companies to operate smoothly, as many business activities (like opening a branch, making significant operational changes, or dealing with financial institutions) require proof of valid administrative decisions.
- Transparency and Accountability: By certifying administrative resolutions, companies can enhance transparency and demonstrate accountability in their management practices to stakeholders, including shareholders, employees, and regulatory bodies.
Understanding the Required Documents
- Application: This is a formal request to initiate the certification process, indicating the intention of the company to have its administrative decisions recognized by authorities.
- Original Administrative Decision: This document outlines the specific resolution made by the management. It should be well-documented to prevent any ambiguities regarding the decisions taken.
- Commercial Register Extract: This extract confirms the company's legal status and ensures that it is recognized by the appropriate authorities.
- Company’s Articles of Association: This provides a framework for the company’s operations and governance, ensuring that the administrative decisions align with the established regulations of the company.
- Service Payment Receipt: This is necessary to confirm that the required fees for the certification process have been paid, allowing the process to move forward without financial issues.
- Security Inquiry for Foreigners: This is essential for compliance with national security regulations, ensuring that any foreign individuals involved do not pose a risk.
- Branch Opening and Relocation: Special provisions are in place for opening branches in specific regions or relocating the company’s headquarters. These require additional documentation to ensure compliance with local regulations.
Fees and Time Frame
The fees for certification are reasonable given the legal protections and formal recognition they provide. The swift turnaround time of one day is designed to facilitate the needs of businesses and help them proceed without unnecessary delays.
Service Channels and Procedures
The availability of electronic processing and physical service channels enhances accessibility, making it easier for companies to comply with legal requirements. The detailed procedural steps ensure that all necessary documentation is collected and processed accurately, minimizing bureaucratic hurdles.
Conclusion
The certification of administrative resolutions for limited liability companies is a vital process that safeguards the legitimacy of managerial decisions within the legal framework of Egypt. By understanding the requirements and importance of each document involved, companies can ensure that they comply with legal standards, fostering a transparent and accountable business environment. This certification not only protects the interests of the company and its stakeholders but also reinforces the trust of investors and customers in the business’s operations.
Corporate Amendments Services (Approval of Board of Directors Including Amendments to Articles 6 and 7 and Amendment Contract for Joint Stock Companies)
Description
This service involves the approval of the Board of Directors that includes amendments to Articles 6 and 7 of the company's articles of association, as well as the contract for the amendments, specifically for joint stock companies.
Basic Requirements
This service is applicable specifically to joint stock companies.
Required Documents
To process the approval, the following documents are needed:
- Application for Board Approval: An application for the approval of the Board of Directors and the company amendment contract, signed by the relevant party or their agent, along with a declaration confirming the accuracy of the provided information.
- Minutes of the Board Meeting: A specific meeting record detailing the amendments to Articles 6 and 7, along with the proposed text of the amendments (including the original text and the revised text). This document must be signed by the Secretary and the Chair of the meeting.
- Recent Commercial Register Extract: An original, recent extract from the commercial register that is no more than three months old.
- Attendance Record: A record of attendance by the Board members, signed by the Secretary and the Chair of the meeting.
- Power of Attorney: If applicable, a power of attorney for the delivery and receipt of documents not included in the meeting minutes.
- Investment Journal: A copy of the investment journal along with all its amendments, if it was not submitted during the general assembly approval.
- Payment Receipt: A receipt proving payment for the service.
- Security Inquiry: A security clearance document if there are non-Egyptian partners involved.
- Personal Identification: A copy of the personal identification of the applicant.
- Additional Documents Based on Capital Increase:
- If the increase is from profits, reserves, or creditor balances, prior approval from the Economic Performance Sector must be obtained.
- For cash increases, a bank certificate must confirm payment of at least 10% of the increase amount, provided that the issued capital is fully paid and within the authorized capital limits.
- Approval from Relevant Authorities: If any of the added company objectives require special approvals under applicable laws, prior approval must be obtained.
Fees (in Egyptian Pounds)
- Approval of Board Meeting Minutes and Amendment Contract: 1200 EGP
- Issuance Certificate for Shares for Capital Increase: 400 EGP directed to the Financial Regulatory Authority.
Time Frame
- One Working Day: From the next day after receiving the complete application for the issuance of a certificate directed to the Financial Regulatory Authority for issuing shares.
- One Working Day: After receiving approval from the Financial Regulatory Authority.
Service Channels
The service can be accessed through:
- The electronic portal
- The Investors Service Center
Policies and Procedures
Through the Electronic Portal
- Registration and Account Creation: Register and create your workspace account to gain access rights for company transactions on the electronic portal at www.gafi.gov.eg. Select the service and submit the required documents for review.
- Payment: Pay the fees using credit cards and electronically sign the documents.
- Document Management: All amendment documents will be sent to your workspace on the electronic portal.
- Support: For any issues during the electronic company registration, please contact the hotline at 16035 from 8 AM to 8 PM Cairo time or email at e-services@gafinet.org.eg.
Through the Investors Service Center
- Service Selection: Choose the service and obtain a waiting number for document review.
- Submission: Go to the designated window in the General Administration of Legal Affairs for Companies (amendments) to have your request technically reviewed, and pay the service fee in cash at the treasury.
- Certificate Collection: Attend the authority to collect the certificate directed to the Financial Regulatory Authority.
- Final Document Collection: After receiving approval from the Financial Regulatory Authority, attend the authority to collect the approved minutes of the Board of Directors and the amendment contract. Afterward, proceed to the Bar Association for contract notarization, then to the Notary Public Office for contract authentication, and finally update the commercial register.
Expanded Explanation
Importance of Corporate Amendments
The process of approving amendments to the company's articles of association is crucial for several reasons:
- Legal Compliance: Ensures that any changes made by the company are in compliance with the prevailing laws and regulations, particularly the laws governing joint stock companies.
- Operational Clarity: Provides a clear framework and updated guidelines for the company's governance structure, ensuring all stakeholders are aware of changes to the operating procedures.
- Facilitating Business Growth: As companies evolve, their objectives, governance structures, and capital requirements often change. Approving amendments allows for flexibility and growth in response to changing business environments.
Breakdown of Required Documents
- Application: A formal request to process the amendments, ensuring that the company’s intentions are clearly communicated.
- Board Meeting Minutes: This document is vital as it records the decisions made regarding the amendments. Including the proposed changes along with the original text ensures transparency in the modification process.
- Commercial Register Extract: This is a verification of the company's legal status, confirming its registration and current standing in accordance with the law.
- Attendance Record: It confirms that all necessary Board members were present and participated in the decision-making process, reinforcing the legitimacy of the amendments.
- Power of Attorney: Necessary if the documentation is submitted by someone other than the individual authorized by the company, ensuring that all legal procedures are followed correctly.
- Investment Journal: Provides insight into the company’s financial health and any relevant changes that may have occurred since the last submission.
- Payment Receipt: Confirms that the company has settled any fees associated with the amendment process, which is a prerequisite for processing requests.
- Security Inquiry: Important for regulatory compliance, especially in cases where non-Egyptians are involved in the company’s management or ownership.
- Personal Identification: Essential for verifying the identity of the person submitting the application, ensuring that all documentation is processed by authorized individuals.
- Capital Increase Documentation: Specific documentation required based on the nature of the capital increase. It ensures that the company adheres to the stipulated financial regulations.
- Approval from Relevant Authorities: If the new objectives of the company necessitate special permits, obtaining these approvals before proceeding is essential to avoid legal complications later.
Fees and Time Frame
The fees associated with the certification process are generally moderate compared to the legal protections and formal recognition they provide. The one-day processing time enhances efficiency, allowing companies to quickly implement changes and move forward with their operations.
Service Channels and Procedures
The dual access points—electronic and physical—provide flexibility for companies. The detailed steps in both processes are designed to ensure that all necessary documentation is gathered and reviewed thoroughly, minimizing the risk of delays or rejections due to incomplete submissions.
Conclusion
The approval of amendments to the articles of association for joint stock companies is a vital aspect of corporate governance and legal compliance. By understanding the requirements and processes involved, companies can navigate the necessary changes efficiently. This not only protects the company’s interests but also ensures that stakeholders are kept informed and engaged in the decision-making process, fostering a culture of transparency and accountability within the organization.
Liquidation of Sole Proprietorship
Description
This service pertains to the liquidation of a sole proprietorship.
Basic Requirements
This service is applicable specifically to sole proprietorships.
Required Documents
To initiate the liquidation process, the following documents are needed:
- Application: A request submitted by the owner of the establishment or their agent for the deletion of the establishment's registration.
- Establishment Documents: A copy of the establishment’s founding document, along with copies of all amendments made to it.
- Power of Attorney: A copy of the power of attorney granted by the owner to the agent, allowing them to proceed with the establishment's deletion (direct power of attorney).
- Recent Commercial Register Extract: An original, recent extract from the commercial register that is no more than three months old.
- Personal Identification: A copy of the personal identification of the applicant.
- Approval from Relevant Authorities: If any of the added objectives of the company require special approvals under applicable laws, prior approval must be obtained.
Fees (in Egyptian Pounds)
- Liquidation of Sole Proprietorship: 400 EGP
Time Frame
- One Working Day: From the next day after receiving the complete application.
Service Channels
The service can be accessed through:
- The electronic portal
- The Investors Service Center
Policies and Procedures
Through the Electronic Portal
- Registration and Account Creation: Register and create your workspace account to gain access rights for company transactions on the electronic portal at www.gafi.gov.eg. Select the service and submit the required documents for review.
- Payment: Pay the fees using credit cards and electronically sign the documents.
- Document Management: All liquidation documents will be sent to your workspace on the electronic portal.
- Support: For any issues during the electronic service, please contact the hotline at 16035 from 8 AM to 8 PM Cairo time or email at e-services@gafinet.org.eg.
Through the Investors Service Center
- Service Selection: Choose the service and obtain a waiting number for document review.
- Submission: Go to the designated window in the General Administration of Legal Affairs for Companies (liquidation) to have your request technically reviewed.
- Payment: Pay the service fee in cash at the treasury.
- Receipt of Letter: The owner or their agent will receive a letter directed to the relevant commercial registry office to delete the establishment's registration from the commercial register.
Expanded Explanation
Importance of Liquidation
Liquidation is a crucial process for sole proprietorships, ensuring that the business is formally closed and all legal obligations are settled. It serves several purposes:
- Legal Closure: It ensures that the business is officially closed in accordance with the law, preventing future liabilities or penalties.
- Asset Management: Facilitates the proper handling of the company's assets and debts, allowing for a transparent process for stakeholders.
- Compliance: Helps in complying with legal requirements, thus avoiding complications in the future.
Breakdown of Required Documents
- Application: A formal request indicating the owner's intention to liquidate the business, which initiates the official process.
- Establishment Documents: These provide the foundational details of the business, ensuring that all historical changes are recorded for transparency.
- Power of Attorney: Necessary if the liquidation process is being handled by an agent, ensuring that the agent has the authority to act on behalf of the owner.
- Commercial Register Extract: Verifies the current legal standing of the business, confirming that it is indeed a registered entity.
- Personal Identification: Ensures the identity of the applicant, confirming their authority to request the liquidation.
- Approval from Relevant Authorities: Necessary to comply with specific regulations that may apply to the business’s operations, ensuring that all legal bases are covered.
Importance of Certification
The certification of administrative resolutions is crucial for the following reasons:
- Legal Validation: This process formally recognizes the administrative decisions taken by the company, ensuring that they are documented in compliance with Egyptian laws. It serves as a safeguard against any potential legal disputes related to management decisions.
- Operational Efficiency: Having certified resolutions allows companies to operate smoothly, as many business activities (like opening a branch, making significant operational changes, or dealing with financial institutions) require proof of valid administrative decisions.
- Transparency and Accountability: By certifying administrative resolutions, companies can enhance transparency and demonstrate accountability in their management practices to stakeholders, including shareholders, employees, and regulatory bodies.
Understanding the Required Documents
- Application: This is a formal request to initiate the certification process, indicating the intention of the company to have its administrative decisions recognized by authorities.
- Original Administrative Decision: This document outlines the specific resolution made by the management. It should be well-documented to prevent any ambiguities regarding the decisions taken.
- Commercial Register Extract: This extract confirms the company's legal status and ensures that it is recognized by the appropriate authorities.
- Company’s Articles of Association: This provides a framework for the company’s operations and governance, ensuring that the administrative decisions align with the established regulations of the company.
- Service Payment Receipt: This is necessary to confirm that the required fees for the certification process have been paid, allowing the process to move forward without financial issues.
- Security Inquiry for Foreigners: This is essential for compliance with national security regulations, ensuring that any foreign individuals involved do not pose a risk.
- Branch Opening and Relocation: Special provisions are in place for opening branches in specific regions or relocating the company’s headquarters. These require additional documentation to ensure compliance with local regulations.
Fees and Time Frame
The fees for certification are reasonable given the legal protections and formal recognition they provide. The swift turnaround time of one day is designed to facilitate the needs of businesses and help them proceed without unnecessary delays.
Service Channels and Procedures
The availability of electronic processing and physical service channels enhances accessibility, making it easier for companies to comply with legal requirements. The detailed procedural steps ensure that all necessary documentation is collected and processed accurately, minimizing bureaucratic hurdles.
Conclusion
The certification of administrative resolutions for limited liability companies is a vital process that safeguards the legitimacy of managerial decisions within the legal framework of Egypt. By understanding the requirements and importance of each document involved, companies can ensure that they comply with legal standards, fostering a transparent and accountable business environment. This certification not only protects the interests of the company and its stakeholders but also reinforces the trust of investors and customers in the business’s operations.
Corporate Amendments Services (Approval of Board of Directors Including Amendments to Articles 6 and 7 and Amendment Contract for Joint Stock Companies)
Description
This service involves the approval of the Board of Directors that includes amendments to Articles 6 and 7 of the company's articles of association, as well as the contract for the amendments, specifically for joint stock companies.
Basic Requirements
This service is applicable specifically to joint stock companies.
Required Documents
To process the approval, the following documents are needed:
- Application for Board Approval: An application for the approval of the Board of Directors and the company amendment contract, signed by the relevant party or their agent, along with a declaration confirming the accuracy of the provided information.
- Minutes of the Board Meeting: A specific meeting record detailing the amendments to Articles 6 and 7, along with the proposed text of the amendments (including the original text and the revised text). This document must be signed by the Secretary and the Chair of the meeting.
- Recent Commercial Register Extract: An original, recent extract from the commercial register that is no more than three months old.
- Attendance Record: A record of attendance by the Board members, signed by the Secretary and the Chair of the meeting.
- Power of Attorney: If applicable, a power of attorney for the delivery and receipt of documents not included in the meeting minutes.
- Investment Journal: A copy of the investment journal along with all its amendments, if it was not submitted during the general assembly approval.
- Payment Receipt: A receipt proving payment for the service.
- Security Inquiry: A security clearance document if there are non-Egyptian partners involved.
- Personal Identification: A copy of the personal identification of the applicant.
- Additional Documents Based on Capital Increase:
- If the increase is from profits, reserves, or creditor balances, prior approval from the Economic Performance Sector must be obtained.
- For cash increases, a bank certificate must confirm payment of at least 10% of the increase amount, provided that the issued capital is fully paid and within the authorized capital limits.
- Approval from Relevant Authorities: If any of the added company objectives require special approvals under applicable laws, prior approval must be obtained.
Fees (in Egyptian Pounds)
- Approval of Board Meeting Minutes and Amendment Contract: 1200 EGP
- Issuance Certificate for Shares for Capital Increase: 400 EGP directed to the Financial Regulatory Authority.
Time Frame
- One Working Day: From the next day after receiving the complete application for the issuance of a certificate directed to the Financial Regulatory Authority for issuing shares.
- One Working Day: After receiving approval from the Financial Regulatory Authority.
Service Channels
The service can be accessed through:
- The electronic portal
- The Investors Service Center
Policies and Procedures
Through the Electronic Portal
- Registration and Account Creation: Register and create your workspace account to gain access rights for company transactions on the electronic portal at www.gafi.gov.eg. Select the service and submit the required documents for review.
- Payment: Pay the fees using credit cards and electronically sign the documents.
- Document Management: All amendment documents will be sent to your workspace on the electronic portal.
- Support: For any issues during the electronic company registration, please contact the hotline at 16035 from 8 AM to 8 PM Cairo time or email at e-services@gafinet.org.eg.
Through the Investors Service Center
- Service Selection: Choose the service and obtain a waiting number for document review.
- Submission: Go to the designated window in the General Administration of Legal Affairs for Companies (amendments) to have your request technically reviewed, and pay the service fee in cash at the treasury.
- Certificate Collection: Attend the authority to collect the certificate directed to the Financial Regulatory Authority.
- Final Document Collection: After receiving approval from the Financial Regulatory Authority, attend the authority to collect the approved minutes of the Board of Directors and the amendment contract. Afterward, proceed to the Bar Association for contract notarization, then to the Notary Public Office for contract authentication, and finally update the commercial register.
Expanded Explanation
Importance of Corporate Amendments
The process of approving amendments to the company's articles of association is crucial for several reasons:
- Legal Compliance: Ensures that any changes made by the company are in compliance with the prevailing laws and regulations, particularly the laws governing joint stock companies.
- Operational Clarity: Provides a clear framework and updated guidelines for the company's governance structure, ensuring all stakeholders are aware of changes to the operating procedures.
- Facilitating Business Growth: As companies evolve, their objectives, governance structures, and capital requirements often change. Approving amendments allows for flexibility and growth in response to changing business environments.
Breakdown of Required Documents
- Application: A formal request to process the amendments, ensuring that the company’s intentions are clearly communicated.
- Board Meeting Minutes: This document is vital as it records the decisions made regarding the amendments. Including the proposed changes along with the original text ensures transparency in the modification process.
- Commercial Register Extract: This is a verification of the company's legal status, confirming its registration and current standing in accordance with the law.
- Attendance Record: It confirms that all necessary Board members were present and participated in the decision-making process, reinforcing the legitimacy of the amendments.
- Power of Attorney: Necessary if the documentation is submitted by someone other than the individual authorized by the company, ensuring that all legal procedures are followed correctly.
- Investment Journal: Provides insight into the company’s financial health and any relevant changes that may have occurred since the last submission.
- Payment Receipt: Confirms that the company has settled any fees associated with the amendment process, which is a prerequisite for processing requests.
- Security Inquiry: Important for regulatory compliance, especially in cases where non-Egyptians are involved in the company’s management or ownership.
- Personal Identification: Essential for verifying the identity of the person submitting the application, ensuring that all documentation is processed by authorized individuals.
- Capital Increase Documentation: Specific documentation required based on the nature of the capital increase. It ensures that the company adheres to the stipulated financial regulations.
- Approval from Relevant Authorities: If the new objectives of the company necessitate special permits, obtaining these approvals before proceeding is essential to avoid legal complications later.
Fees and Time Frame
The fees associated with the certification process are generally moderate compared to the legal protections and formal recognition they provide. The one-day processing time enhances efficiency, allowing companies to quickly implement changes and move forward with their operations.
Service Channels and Procedures
The dual access points—electronic and physical—provide flexibility for companies. The detailed steps in both processes are designed to ensure that all necessary documentation is gathered and reviewed thoroughly, minimizing the risk of delays or rejections due to incomplete submissions.
Conclusion
The approval of amendments to the articles of association for joint stock companies is a vital aspect of corporate governance and legal compliance. By understanding the requirements and processes involved, companies can navigate the necessary changes efficiently. This not only protects the company’s interests but also ensures that stakeholders are kept informed and engaged in the decision-making process, fostering a culture of transparency and accountability within the organization.
Liquidation of Sole Proprietorship
Description
This service pertains to the liquidation of a sole proprietorship.
Basic Requirements
This service is applicable specifically to sole proprietorships.
Required Documents
To initiate the liquidation process, the following documents are needed:
- Application: A request submitted by the owner of the establishment or their agent for the deletion of the establishment's registration.
- Establishment Documents: A copy of the establishment’s founding document, along with copies of all amendments made to it.
- Power of Attorney: A copy of the power of attorney granted by the owner to the agent, allowing them to proceed with the establishment's deletion (direct power of attorney).
- Recent Commercial Register Extract: An original, recent extract from the commercial register that is no more than three months old.
- Personal Identification: A copy of the personal identification of the applicant.
- Approval from Relevant Authorities: If any of the added objectives of the company require special approvals under applicable laws, prior approval must be obtained.
Fees (in Egyptian Pounds)
- Liquidation of Sole Proprietorship: 400 EGP
Time Frame
- One Working Day: From the next day after receiving the complete application.
Service Channels
The service can be accessed through:
- The electronic portal
- The Investors Service Center
Policies and Procedures
Through the Electronic Portal
- Registration and Account Creation: Register and create your workspace account to gain access rights for company transactions on the electronic portal at www.gafi.gov.eg. Select the service and submit the required documents for review.
- Payment: Pay the fees using credit cards and electronically sign the documents.
- Document Management: All liquidation documents will be sent to your workspace on the electronic portal.
- Support: For any issues during the electronic service, please contact the hotline at 16035 from 8 AM to 8 PM Cairo time or email at e-services@gafinet.org.eg.
Through the Investors Service Center
- Service Selection: Choose the service and obtain a waiting number for document review.
- Submission: Go to the designated window in the General Administration of Legal Affairs for Companies (liquidation) to have your request technically reviewed.
- Payment: Pay the service fee in cash at the treasury.
- Receipt of Letter: The owner or their agent will receive a letter directed to the relevant commercial registry office to delete the establishment's registration from the commercial register.
Expanded Explanation
Importance of Liquidation
Liquidation is a crucial process for sole proprietorships, ensuring that the business is formally closed and all legal obligations are settled. It serves several purposes:
- Legal Closure: It ensures that the business is officially closed in accordance with the law, preventing future liabilities or penalties.
- Asset Management: Facilitates the proper handling of the company's assets and debts, allowing for a transparent process for stakeholders.
- Compliance: Helps in complying with legal requirements, thus avoiding complications in the future.
Breakdown of Required Documents
- Application: A formal request indicating the owner's intention to liquidate the business, which initiates the official process.
- Establishment Documents: These provide the foundational details of the business, ensuring that all historical changes are recorded for transparency.
- Power of Attorney: Necessary if the liquidation process is being handled by an agent, ensuring that the agent has the authority to act on behalf of the owner.
- Commercial Register Extract: Verifies the current legal standing of the business, confirming that it is indeed a registered entity.
- Personal Identification: Ensures the identity of the applicant, confirming their authority to request the liquidation.
- Approval from Relevant Authorities: Necessary to comply with specific regulations that may apply to the business’s operations, ensuring that all legal bases are covered.
Establishment of the Investor Services Center:
- Initial Process:
- The partners or their agent will first obtain a waiting number and proceed to the front-window lawyer at the General Department of Contracts and Establishment Decisions within the Company Establishment Hall. The lawyer is responsible for:
- Examining the company’s trade name
- Reviewing the required establishment documents
- Entering company data into the electronic system
- Issuing the company contract and other necessary forms for registration in the Commercial Register, extracting the tax card, the Value-Added Tax (VAT) registration certificate, and the insurance number.
- Once all the documents are prepared, they are signed electronically by the partners or their agent.
- Establishment fees and the certificate of non-confusion are then paid in cash or by credit card immediately after signing.
- Note: The partners or their agent must submit a request for a certificate of non-confusion as part of the incorporation documents. This request should include five proposals for the company’s trade name, to be reviewed and approved by the front-desk lawyer and the Commercial Registry employee during incorporation. Its fees are included within the overall incorporation fees.
- Documentation Signing:
- The partners or their agent will sign the company contract documentation at the Investment Documentation Office located in the First Company Establishment Hall.
- Note: The establishment follow-up unit is responsible for completing all registration procedures in the Commercial Register and obtaining the tax card, VAT registration certificate, and the company’s insurance number on behalf of the partners or their agent. This is facilitated by the employees of the relevant entities, located in the back offices of the Company Establishment Hall on the first floor.
- Final Steps:
- The partners or their agent will receive the Commercial Register, tax registration numbers, and VAT registration number immediately after the completion of the establishment procedures. The tax card, VAT registration certificate, and company insurance number will be delivered to the partners within one business day, as standard procedure for all limited liability companies.
General Notes:
- The VAT registration certificate is issued to companies that are required to register under the provisions of the Value Added Tax Law (Law No. 67 of 2016).
- As an optional step, the partners or their agent can review the documents at the Document Review Office on the ground floor to ensure the completeness of the submitted documents before submitting them to the Company Establishment Hall on the first floor.
Establishment via the Electronic Portal:
- Account Creation: Register and create your account and workspace on the electronic portal www.gafi.gov.eg, then select the service and submit the required documents for review.
- Fee Payment: Pay the fees using a credit card and sign the documents electronically.
- Document Delivery: Once processed, all company documents will be sent to your workspace on the electronic portal.
For Assistance:
- If you encounter any issues while establishing your company electronically, please call the hotline at 16035 (available from 8 am to 8 pm Cairo time) or send an email to e-services@gafinet.org.eg.
Company Formation Services
Establishing a Sole Proprietorship
Description: A sole proprietorship is a business owned and managed by a single individual, who assumes all profits and bears full responsibility for the establishment. It falls under the definition of a sole trader in Articles 10 and 11 of the Commercial Law No. 17 of 1999, and is established under the provisions of Investment Law No. 72 of 2017.
Basic Requirements:
- The capital of a sole proprietorship is determined based on the proprietor's discretion.
Required Documents:
- A copy of the power of attorney from the owner, if the establishment is founded through an agent (original required for verification). The power of attorney must specify the establishment of companies.
- Clear, valid identification of the establishment owner (original may be requested):
- National ID for Egyptians
- Passport for foreigners
- Clear, valid identification of the agent (original required for verification):
- National ID for Egyptians
- Passport for foreigners (valid residence permit required)
- Investor identification form for foreign owners, including a document and a copy on CD.
- Approval from the competent authority, if any of the company's activities require special authorization according to applicable laws (prior approval).
- If there is an in-kind contribution upon establishment: a report evaluating the contribution from experts in legally regulated professions, depending on the nature of the contribution.
- For establishing a sole proprietorship under the free zone system as per Investment Law No. 72 of 2017, the same documents are required, in addition to:
- Public Free Zone: Approval from the Authority before establishment, issued by the Free Zone Board of Directors where the project will be located.
Fees (Egyptian Pounds):
- The fees and service charges for establishing sole proprietorships under the provisions of Investment Law No. 72 of 2017 are available in the attached document.
Time Frame:
- One working day
Service Channels:
- Electronic portal only
Policies and Procedures
Establishment via the Electronic Portal:
- Register and create your account and workspace on the electronic portal at www.gafi.gov.eg, then choose the service, submit the required documents, and they will be reviewed.
- Pay the fees using credit cards and sign documents electronically.
- All facility documents will be sent to your workspace on the electronic portal.
If you encounter any issues during the electronic establishment process, contact the hotline at 16035 from 8 am to 8 pm Cairo time, or send an email to e-services@gafinet.org.eg.
Association Services
Certification of Shareholder or Partner Lists
Description: Certification of shareholder or partner lists for companies subject to Law No. 159 of 1981.
Basic Requirements:
- For corporations (joint-stock, limited liability, or limited by shares companies)
Required Documents:
- Application addressed to the Head of the Investment Services Sector on company letterhead, stamped and signed by the Chairman of the Board or their representative, or authorized personnel.
- The original list certified by the Chairman or Director, plus a copy on company letterhead signed by the auditor and stamped with the auditor's seal, along with the auditor’s appointment document, as per the decision of the Authority's CEO No. 480 of 2016.
- A recent extract from the commercial register (not older than three months).
- A copy of the company's articles of association/company contract.
- The latest amendment to Article 7 of the articles of association or an authenticated amendment contract from the real estate registry for joint-stock companies.
- The latest amendment to Article 5 of the company contract for limited liability companies.
- Receipt of payment for the service.
Fees (Egyptian Pounds):
- Approval of shareholder/partner lists: EGP 400 per copy.
- Certification from the Ministry of Foreign Affairs attached to the complex: EGP 400 per copy.
Time Frame:
- One working day
Service Channels:
- Electronic Portal and Investor Services Center
Approval of Board Member Lists in Joint-Stock Companies
Description: Approval of the list of board members for joint-stock companies.
Basic Requirements:
- Joint-stock companies
Required Documents:
- Application addressed to the Head of the Investment Services Sector on company letterhead, stamped and signed by the Chairman or their representative for list approval.
- The original list certified by the Chairman on company letterhead, stamped with the company seal and accompanied by the acknowledgment as per the decision of the Authority’s CEO No. 480 of 2016. It must match the commercial register.
- A recent extract from the commercial register, dated the day of submitting the application.
- A copy of the articles of association, including the latest amendments regarding the shareholder structure.
- Receipt of payment for the service.
- Authorization or power of attorney from the Chairman or Director to a representative for delivering and receiving documents.
Fees (Egyptian Pounds):
- Approval of the Board of Directors list: EGP 400 per copy.
- Certification by the Ministry of Foreign Affairs attached to the Investor Services Center: EGP 400 per copy.
Time Frame:
- One working day
Service Channels:
- Electronic Portal and Investor Services Cen
Association Services
Approval of the Minutes of the Partners’ Group to Open or Close a Branch
Description: This service involves the approval of the minutes of the partners’ group to either open or close a branch.
Basic Requirements:
- Applicable to personal companies (simple partnerships or solidarity companies).
Required Documents:
- Submit an application addressed to the Head of the Investment Services Sector.
- The original minutes of the partners’ group, with the acknowledgment as per the Authority’s CEO Decision No. 480 of 2016, signed by all partners and stamped with the company seal.
- A recent extract from the commercial register (issued no more than three months ago).
- Investment and amendments newspaper.
- Service payment receipt.
- Security inquiry for foreigners.
- In the case of opening a branch in the Sinai Peninsula, the service form and required documents must be completed.
- A branch ownership document with at least the date.
Fees (Egyptian Pounds):
- Approval of the minutes of the partners' group to open or close a branch: EGP 400 per copy.
- Approval of the minutes by the Ministry of Foreign Affairs office attached to the complex: EGP 400 per copy.
Time Frame:
- One working day
Service Channels:
- Electronic Portal and Investor Services Center
Policies and Procedures:
- Choose the service and get the waiting number. We will review the documents.
- Proceed to the designated window of the General Administration of Legal Affairs for Money Companies (Associations) for a technical review of your application and pay the service fee in cash at the treasury.
- Receive the approved and stamped minutes of the partners' group for opening or closing a branch, sealed with the emblem of the Republic.
Approval of the Minutes of the Regular General Assemblies
Description: This service is for the approval of the minutes of the Ordinary General Assembly meeting for companies subject to the provisions of Law No. 72 of 2017 and Law No. 159 of 1981.
Basic Requirements:
- Applicable to companies subject to Law No. 72 of 2017 and Law No. 159 of 1981.
- Includes joint-stock companies, limited liability companies, limited partnerships, and single-person companies.
Required Documents:
- A request addressed to the Head of the Investment Services Sector, printed on company letterhead, signed by the Chairman of the Board of Directors, or authorized via power of attorney, special authorization, or the authorization included in the minutes.
- Minutes of the General Assembly meeting printed on company letterhead, signed by the Chairman of the Board of Directors, the Secretary, the vote counters, the company's auditor, and the Central Auditing Organization auditor (if 25% of the general capital is held). All pages must be stamped with the company and auditor seals, per the acknowledgment in the Authority’s CEO Decision No. 480 of 2016.
- The company’s articles of association, along with any amendments.
- Evidence of sending invitations to administrative bodies, board members, shareholders, and auditors (21 days prior to the meeting, excluding the day of sending and the meeting date).
- A recent extract from the commercial register (no older than three months).
- Any authorizations, if applicable.
- An attendance sheet for the Board of Directors/Shareholders, signed by them, the vote counters, the auditor, and stamped by the company and the auditor, with a declaration from the submitter confirming submission under his responsibility.
- Budget documents (if discussed at the assembly), including the auditor’s report and the board of directors’ report, all approved by the company.
Special Cases:
- For Resignations & Appointments: Include resignations, appointment declarations, ID copies, security checks for foreign members, and approval from relevant authorities if needed.
- Auditor Changes: Submit auditor’s apology (if applicable), registration certificate in the accountants' register for new appointments, acceptance declarations, and nomination letters.
- For Liquidation:
- Final liquidation account approved by the liquidator.
- Declaration from the liquidator confirming the completion of liquidation, settlement of obligations, and distribution of proceeds.
- Documents for publication.
- Declaration from the liquidator and shareholders/partners accepting responsibility for the liquidation results.
- Liquidator's declaration that no obligations from administrative authorities (taxes, insurance, customs) have been reported within 120 days.
- Published notices in relevant newspapers.
- Letters sent to administrative authorities after the 120-day notification period or upon receiving their response.
- For Capital Completion: Submit a bank certificate or auditor certificate upon completion of capital contributions.
- For Branch Openings: Submit proof of branch ownership with a verified date.
- For Capital Increase: Provide a bank certificate for cash deposits or the auditor's report verifying capital completion. Contact the Economic Performance Follow-up Sector for financial inspection before minute approval.
Topics Related to the Sinai Peninsula:
- Complete the service form and submit the required documents.
Fees (Egyptian Pounds):
- Approval of the minutes of the General Assembly meeting: EGP 400 per copy.
- Certification by the Ministry of Foreign Affairs office attached to the Investor Services Center: EGP 400 per copy.
Time Frame:
- One working day.
Service Channels:
- Electronic Portal and Investor Services Center.
Policies and Procedures:
- Choose the service and obtain a waiting number. Your documents will be reviewed.
- Submit your application to the designated window at the General Administration of Legal Affairs for Money Companies (Associations) for technical review, then pay the service fee in cash at the treasury.
- Receive the approved report.
Approval of the Minutes of the Board of Directors Meeting
Description: This service involves the approval of the minutes of the Board of Directors meetings for companies governed by the provisions of Law No. 72 of 2017 and Law No. 159 of 1981.
Basic Requirements:
- Applicable to joint-stock companies and companies limited by shares subject to Law No. 72 of 2017 and Law No. 159 of 1981.
Required Documents:
- A request addressed to the Head of the Investment Services Sector, printed on the company’s letterhead, signed by the Chairman of the Board of Directors, or authorized via power of attorney, special authorization, or Board authorization mentioned in the minutes.
- Minutes of the Board of Directors meeting from the official minute book or company letterhead, stamped with the company seal and signed by the chairman of the meeting and the secretary on all pages, per the acknowledgment in the Authority’s CEO Decision No. 480 of 2016.
- The company’s articles of association, along with any amendments.
- A recent extract from the commercial register (no older than three months).
- Disclosure of the Board of Directors’ attendance.
- Resignations, if applicable.
- Authorizations, if applicable.
- Acceptance of appointment declarations for new members, including identification copies.
- Nomination letters, if applicable.
- For Capital Completion:
- A bank certificate or auditor’s certificate confirming the completion of one-quarter of the capital.
- If the original capital is completed after an increase, a bank certificate of the cash deposit for the amount used to complete the capital must be provided, or if completion is based on the auditor's certificate, a financial inspection report must be obtained from the Economic Performance Monitoring Sector before approval.
- Security clearance for foreign members.
- Topics Related to the Sinai Peninsula: Complete the required service forms and submit the required documents.
- Service payment receipt.
- A title deed or proof of branch ownership with a verified date.
Fees (Egyptian Pounds):
- Approval of the minutes of the Board of Directors meeting: EGP 400 per copy.
- Certification by the Ministry of Foreign Affairs office attached to the Investor Services Center: EGP 400 per copy.
Time Frame:
- One working day.
Service Channels:
- Electronic Portal and Investor Services Center.
Policies and Procedures:
- Choose the service and obtain a waiting number. The submitted documents will be reviewed.
- Submit your application to the designated window at the General Administration of Legal Affairs for Money Companies (Associations) for technical review, then pay the service fee in cash at the treasury.
- Receive the approved minutes of the Board of Directors meeting.
Approval of Administrative Decisions for Limited Liability Companies
Description
This service involves the formal approval of administrative decisions made by limited liability companies that are established according to the provisions of Law No. 72 of 2017 and Law No. 159 of 1981. These laws govern the structure and operation of companies in Egypt, ensuring compliance with legal and regulatory frameworks. The approval process is crucial for validating decisions that affect the governance and operational changes within the company.
Basic Requirements
To utilize this service, the company must be classified as a limited liability company and must adhere to the stipulations outlined in both the aforementioned laws.
Required Documents
- Application Submission:
- An application must be submitted in the name of the Head of the Investment Services Sector. This application should be on the company’s printed materials, showcasing the company’s official branding.
- Original Administrative Decision:
- This document must detail the specific administrative decision made by the company. It should be certified by the company’s director, indicating that the decision has been formally recognized by the company’s leadership. The document must also carry the company’s seal to ensure authenticity.
- Additionally, this decision should be compliant with the acknowledgment contained in Decision No. 480 of 2016, which may stipulate certain criteria for documentation.
- Recent Extract from the Commercial Register:
- A recent extract from the commercial register is required, which should not be older than three months. This extract serves as proof of the company’s legal status and its registration details, ensuring that the information is up-to-date.
- Companies’ Journal or Investment Journal:
- This includes documentation regarding the latest amendments to the company’s articles of association, reflecting any changes or updates in the governance structure or operational guidelines. This helps verify that the company is following its prescribed rules and regulations.
- Service Payment Receipt:
- A receipt confirming the payment of the service fee is necessary to validate that the company has fulfilled its financial obligations related to the approval process.
- Security Inquiry for Foreigners:
- If the company has foreign directors or shareholders, a security inquiry must be conducted. This ensures compliance with local regulations concerning foreign investments and helps assess any potential risks associated with foreign ownership.
- Special Conditions for Branch Openings:
- In cases where the company is opening a branch in the Sinai Peninsula, specific service forms and required documents must be completed. This indicates that additional regulatory considerations are in place for this region.
- Director Signatures for Headquarters Relocation:
- If the administrative decision involves relocating the company’s headquarters within the same city, it is mandated that all directors sign the decision. This is crucial for transparency and agreement among the company’s leadership.
- Title Deed for Branch Opening:
- When opening a new branch, a title deed that proves ownership of the branch’s premises must be provided. This document should also indicate the date of ownership, confirming that the company has legal access to the property.
Fees
- Approval of the Administrative Decision:
- The fee for the approval of the administrative decision is 400 EGP per copy. This fee applies to each copy of the approved decision that the company requests.
- Authentication by the Ministry of Foreign Affairs:
- If the company requires authentication of the administrative decision from the Ministry of Foreign Affairs, an additional fee of 400 EGP per copy will apply. This authentication is often necessary for legal and formal recognition of the decision outside local jurisdictions.
Time Frame
- The approval process typically requires one working day. However, this may vary based on the complexity of the documents submitted and the current workload of the Investment Services Sector.
Service Channels
- The service can be accessed through:
- Electronic Portal: Companies can register and submit their documents online via the designated electronic platform.
- Investor Services Center: Companies may also visit the physical center to submit their documents and inquire about the approval process in person.
Policies and Procedures
- Choose the Service:
- The company must select the appropriate service on the electronic portal or at the Investor Services Center and obtain a waiting number. This step is crucial for organizing submissions and ensuring that all requests are processed efficiently.
- Document Review:
- Once the application is submitted, the staff will review the documents for completeness and compliance with legal requirements.
- Window for Review:
- After document submission, the company representative must go to the designated window managed by the General Administration of Legal Affairs for Money Companies (Associations) for a technical review of the application. This step involves verifying the documents against the regulatory requirements.
- Payment of Service Fee:
- The service fee must be paid in cash at the treasury counter before proceeding. This ensures that the service is financially supported.
- Receiving the Approved Report:
- After approval, the company will receive the official report, which will be stamped with the seal of the Republic’s emblem. This stamp is a mark of official recognition and legitimizes the administrative decision made by the company.
Approval of the Board of Directors Including Amending Articles No. 6 and 7 and the Amendment Contract (Joint Stock Companies)
Description
This service facilitates the approval process for joint stock companies wishing to amend specific articles of their Articles of Association, specifically Articles No. 6 and 7. The amendments must be documented in a formal amendment contract, and the approval from the Board of Directors is necessary to ensure compliance with legal and regulatory frameworks governing company operations.
Basic Requirements
The company must be classified as a joint stock company to utilize this service. Joint stock companies are a type of business entity characterized by the division of ownership into shares, allowing for greater investment opportunities and limited liability for shareholders.
Required Documents
- Request for Approval:
- A formal request for approval of the Board of Directors must be submitted. This request should be signed by the interested party or their representative and should include a declaration attesting to the accuracy of the information provided.
- Minutes of the Board of Directors Meeting:
- This document should detail the discussions and decisions made during the Board of Directors meeting regarding the amendments to Articles No. 6 and 7. It must also include a draft of the amendment for these articles, clearly showing the text before and after the amendment. The minutes must be signed by both the Secretary and the Chairman of the Meeting to confirm authenticity.
- Original Extract from the Commercial Register:
- A recent extract from the commercial register must be submitted, which should not be older than three months. This document serves as proof of the company’s registration and its current status.
- Board of Directors Attendance Sheet:
- A sheet indicating the attendance of Board of Directors members during the meeting must be included. This sheet should be signed by both the Secretary and the Chairman of the meeting, ensuring that all relevant members were present during the discussions.
- Authorization or Power of Attorney:
- If applicable, an authorization or power of attorney must be included to allow a representative to deliver and receive documents on behalf of the company. This ensures that the process can be handled even if the original signatories are unavailable.
- Copy of the Investment Certificate:
- A copy of the investment certificate must be submitted, including any amendments made to it. If this document was not submitted during the initial approval of the association, it is essential to provide it at this stage.
- Receipt of Payment for the Service:
- A payment receipt confirming the service fee payment must be attached. This serves as evidence that the company has fulfilled its financial obligations regarding the approval process.
- Security Inquiry for Foreign Partners:
- If the company has non-Egyptian partners, a security inquiry must be conducted. This is to comply with local regulations concerning foreign participation in companies.
- Copy of the Applicant’s ID:
- A copy of the identification document of the applicant or the representative must be included to verify identity and authority.
- Documents Based on the Type of Capital Increase:
- Depending on how the company plans to increase its capital, different documents are required:
- Increase Through Profits, Reserves, and Credit Balances: Prior approval from the Economic Performance Sector must be submitted in advance to ensure compliance with financial regulations.
- Cash Increase: A bank certificate must be provided, stating that at least 10% of the increase amount has been paid. It is essential that the issued capital is fully paid and within the limits of the authorized capital.
- Approval of Competent Authorities:
- If any of the new purposes added to the company’s objectives require special approvals according to applicable laws, prior approval must be obtained before submitting the application.
Fees
- Approval of the Minutes of the Board of Directors and Amendment Contract:
- The fee for this service is 1200 EGP. This fee covers the processing and approval of the documents submitted.
- Certificate of Issuance of Shares to Increase the Capital:
- A separate fee of 400 EGP applies for the issuance certificate directed to the Financial Regulatory Authority. This certificate is necessary for formalizing the capital increase.
Time Frame
- The approval process typically requires one business day from the day following the receipt of the completed application to issue a certificate directed to the Financial Regulatory Authority to issue shares.
- After receiving the approval from the Financial Regulatory Authority, it will take an additional one business day to finalize the process.
Service Channels
- This service can be accessed through:
- Electronic Portal: Companies can utilize the electronic portal to register and submit their documents online.
- Investor Services Center: Companies may also visit the physical center to submit their documents and seek assistance with the process.
Policies and Procedures
Via the Electronic Portal
- Register and Create an Account:
- Companies must first register and create an account on the electronic portal at www.gafi.gov.eg. This step ensures that the company has the necessary authority to operate and submit requests on the portal.
- Select the Service:
- After registration, the company can choose the service and submit the required documents for review.
- Payment of Fees:
- Fees can be paid using credit cards directly through the electronic portal. It is important to ensure that payments are processed successfully to avoid delays.
- Signing Documents Electronically:
- Documents can be signed electronically, streamlining the process and ensuring that all necessary approvals are documented.
- Modification Documents Delivery:
- All modification documents will be sent to the company's workspace on the electronic portal after the review process is completed.
- Support and Assistance:
- If any issues arise during the electronic establishment process, assistance is available through a hotline at 16035 from 8 AM to 8 PM Cairo time or via email at e-services@gafinet.org.eg.
Investor Services Center
Process Overview
The Investor Services Center provides a structured pathway for companies to submit requests for the approval of amendments to their Articles of Association, specifically through the approval of the Board of Directors and related documentation. The following steps outline the detailed procedures involved:
Step-by-Step Process
- Choose the Service and Obtain a Waiting Number:
- Upon arriving at the Investor Services Center, the first step is to select the specific service you wish to apply for. This could involve amendments to company articles or other related approvals.
- After selecting the service, you will receive a waiting number. This number allows you to queue for processing and will help manage your turn for document review.
- During this waiting period, the center staff will begin reviewing your submitted documents for completeness and compliance with regulatory requirements.
- Review at the Designated Window:
- Once your number is called, proceed to the designated window handled by the General Administration of Legal Affairs for Companies (Amendments).
- At this window, your request will be reviewed from a technical standpoint. This review includes verifying the accuracy and legality of the documents provided, ensuring they meet all necessary requirements set forth by the regulatory authorities.
- After the review, you will be required to pay the service fee in cash at the treasury. This fee must be settled before any further processing can occur, and it confirms that you have complied with the financial obligations associated with the service.
- Attend the Authority to Receive the Certificate:
- After the review and payment process, you must attend the Authority to collect a certificate addressed to the Financial Regulatory Authority. This certificate is crucial for formalizing the approval of the Board of Directors’ minutes and any amendments made.
- This step signifies that your request has been acknowledged and processed by the appropriate authorities.
- Final Steps for Documentation:
- After receiving the certificate, you will need to attend the Authority again to collect the approved minutes of the Board of Directors and the draft amendment contract. This documentation will confirm that the amendments have been formally accepted and approved.
- Following this, you must visit the Bar Association to have the amendment contract certified. This certification provides legal validation to the amendments made and is necessary for the next steps in the documentation process.
- Subsequently, you will need to go to the Real Estate Registration Office to document the contract. This step ensures that the amendments are officially recorded and recognized in public records, providing a layer of transparency and legality to the amendments made.
- Finally, you must mark the amendments in the commercial register. This is the last step in the process, which officially updates the company’s registration to reflect the new amendments in its Articles of Association.
Summary of Key Points
- The Investor Services Center offers a structured pathway for submitting amendment requests related to joint stock companies.
- Each step requires careful attention to detail, with specific documents needing to be prepared, submitted, and certified.
- Compliance with regulatory requirements is crucial at every stage, ensuring that the amendments are legally binding and recognized by the appropriate authorities.
liquidation of a sole proprietorship as part of the Company Amendment Services at the Investor Services Center, including all necessary requirements, documentation, fees, and procedures:
Company Amendment Services
Liquidation of the Sole Proprietorship
Description
The liquidation of a sole proprietorship involves formally closing and deregistering a business entity that is owned by an individual. This process is essential for ensuring that the business is officially recognized as closed in legal and commercial records, relieving the owner from future liabilities associated with the business.
Basic Requirements
- The process applies specifically to one-person companies established under applicable laws.
Required Documents
To successfully liquidate a sole proprietorship, the following documents must be submitted:
- Request for Liquidation:
- A formal request must be submitted by the facility owner or their authorized agent to delete the facility’s registration from the relevant commercial registry.
- Establishment Book:
- A copy of the establishment book is required, along with copies of all amendments made to the original establishment document throughout the life of the business. This helps to verify the history and legitimacy of the business.
- Power of Attorney:
- If an agent is representing the facility owner, a direct power of attorney must be provided, allowing the agent to act on behalf of the owner for the cancellation process. This document should clearly state the scope of authority granted to the agent.
- Commercial Register Extract:
- An original extract from the commercial register, not older than three months, is required. This document serves as proof of the current status and registration of the business.
- Applicant’s Identification:
- A photocopy of the applicant's ID is necessary for identity verification purposes.
- Approval from Competent Authorities:
- If the activities of the sole proprietorship involve specific purposes that require special approvals under applicable laws, evidence of such approvals must be submitted in advance. This ensures compliance with regulatory requirements before proceeding with liquidation.
Fees
- The fee for liquidating a sole proprietorship is 400 Egyptian pounds. This payment must be made to process the application.
Time Frame
- The liquidation process typically takes one business day from the day following the receipt of the completed application. This timeline may vary based on the completeness of the submitted documents.
Service Channels
The liquidation process can be conducted through two main channels:
1. Electronic Portal:
- Account Creation:
- The first step involves registering on the electronic portal (www.gafi.gov.eg), creating an account, and establishing a workspace for managing the liquidation process.
- Document Submission:
- After obtaining the authority to deal with the company, users can select the liquidation service and submit the required documents for review.
- Payment:
- Fees can be paid online using credit cards, and documents can be signed electronically for convenience.
- Document Delivery:
- All liquidation documents will be sent directly to the user’s workspace on the electronic portal.
- Support:
- In case of any issues during the electronic submission process, users can call the hotline at 16035 from 8 AM to 8 PM Cairo time or send an email to e-services@gafinet.org.eg for assistance.
2. Investor Services Center:
- Service Selection and Waiting Number:
- Upon arrival, the user must choose the liquidation service and obtain a waiting number to manage the queue for document processing.
- Document Review:
- The user then proceeds to the designated window of the General Administration of Legal Affairs for Companies (Amendments) for a technical review of the application.
- Payment:
- The service fee must be paid in cash at the treasury to process the liquidation request.
- Certificate of Deletion:
- After the application is approved, the owner or their agent will receive a letter addressed to the competent commercial registry to officially delete the establishment’s registration from the commercial register.
Summary
The liquidation process for a sole proprietorship is clearly defined, requiring specific documentation and compliance with regulatory procedures. Whether submitting through the electronic portal or the Investor Services Center, ensuring that all required documents are accurately prepared and submitted will facilitate a smooth and timely liquidation process.
Limited Liability Company
Description
According to Article 4 of Law No. 159 of 1981, a limited liability company is defined as a company in which the number of partners does not exceed fifty partners. Each partner's liability is limited to the extent of their share in the company's capital. This type of company cannot be established, increase its capital, or borrow funds through public subscription, which means it cannot offer shares or bonds to the public. The shares of a limited liability company cannot be traded publicly, and the transfer of partners' shares must adhere to the special conditions outlined in the company's contract and the law itself.
Additionally, a limited liability company may adopt a special name that reflects its purpose, and this name can include the names of one or more of its partners. Importantly, a limited liability company must have at least two partners and is prohibited from offering shares through public subscription or being listed on the Egyptian Stock Exchange.
Basic Requirements
The company must have a minimum of two partners and a maximum of fifty partners, ensuring that the structure is relatively small and manageable. This limitation on the number of partners is designed to maintain a close-knit management structure where partners have a vested interest in the company's operations.
Required Documents
- Certificate of Non-Confusion of the Company’s Trade Name: This document ensures that the proposed trade name for the company does not conflict with any existing names, preventing any potential legal disputes or confusion in the marketplace.
- Copy of Powers of Attorney: All partners must provide powers of attorney if they are not personally establishing the company. The power of attorney must explicitly state the authority to establish companies and sign the establishment contracts before the real estate registry. If one of the partners acts as an agent, the document must include a specific clause that allows for "contracting with oneself and others in establishing companies."
- Clear and Valid ID Copies: Valid identification is required for all founders or partners. Egyptians must provide a national ID number, while foreign partners must provide valid passports. This ensures that all parties involved in the formation of the company are legally recognized.
- Official Extract from the Register of Accountants and Auditors: This original document should be addressed to the Investment Authority and must indicate the auditor's right to review and approve the budgets of capital companies.
- Bar Association Registration Card: If a lawyer is involved in certifying the contract before the Bar Association, a copy of their registration card must be included. This card must be valid and current.
- Investor Identification Forms for Foreign Shareholders: These forms, along with a copy on CD, provide essential information about foreign shareholders, ensuring compliance with investment regulations.
- Legal Advisor Information: The name and address of the company’s legal advisor must be specified, and the advisor must hold a registration level that is no less than that of an appeals lawyer.
- Clear and Valid ID Copies of the Agent: The agent's identification must be provided, including a national ID for Egyptians and a passport for foreigners, along with a valid residence permit.
- Approval from Competent Authorities: If any of the company's purposes require special approval in accordance with applicable laws, this approval must be obtained prior to establishment.
- In-Kind Share Documentation: If the company includes an in-kind share at establishment, a report from experts in regulated professions may suffice to validate the share's value.
- Special Requirements for Free Zones: If establishing a company under the free zone system, additional approvals from the Authority or the Council of Ministers are required.
- Change of Legal Form Documentation: For companies transitioning from a partnership to a capital company, extensive documentation, including valuation reports and meeting minutes, is necessary.
- Division of an Existing Company: If the formation involves dividing an existing company into multiple entities, specific documents outlining the division and evaluation processes must be provided.
Fees
The fees for establishing a limited liability company, including service charges, can be reviewed in the attached documentation regarding the Investment Law No. 72 of 2017 and Law No. 159 of 1981.
Time Frame
The processing of the application typically takes one working day after receipt of all completed documentation.
Service Channels
Services can be accessed through the Electronic Portal and the Investor Services Center, providing flexibility and accessibility for applicants.
Policies and Procedures
- Establishment at the Investor Services Center:
- Partners or their agents must first obtain a waiting number and proceed to the front window where a lawyer in the General Department of Contracts and Establishment Decisions will assist with the examination of the company’s trade name and document review.
- The company data will be entered into an electronic establishment system, leading to the issuance of the company contract and other necessary registration forms.
- Signing and Payment:
- Once documents are reviewed, partners or their agents will sign electronically and pay the establishment fees, including fees for the certificate of non-confusion.
- They must provide five proposed trade names, which will be evaluated during the establishment procedure.
- Completion of Registration Procedures:
- After signing the company documentation, the establishment follow-up unit employee will handle all remaining registration procedures, including obtaining the commercial register, tax card, VAT registration certificate, and insurance number on behalf of the partners.
- Receiving Documentation:
- Upon completion of the establishment procedures, partners will receive all registration documentation immediately, ensuring they have the necessary legal credentials to operate.
- Electronic Establishment:
- If opting for the electronic portal, partners must create an account, submit required documents, pay fees electronically, and receive all company documentation through their online workspace.
- Support is available through a hotline for any issues encountered during the electronic establishment process.
Get the legal knowledge and advice your business deserves.
Company Formation Services: Establishing a Sole Proprietorship
Description
A sole proprietorship is a business entity owned and operated by a single individual. This owner is responsible for managing all aspects of the business and is entitled to all profits generated by it. However, they also bear all risks and liabilities associated with the business operations. In the context of Egyptian law, a sole proprietorship is defined under Articles 10 and 11 of the Commercial Law No. 17 of 1999 and is established following the provisions set out in Investment Law No. 72 of 2017. This structure is advantageous for individuals looking to maintain full control over their business without the complexities of a partnership or corporate structure.
Basic Requirements
The capital required for a sole proprietorship is flexible and determined solely by the proprietor's desires and needs. There is no fixed minimum capital requirement, making it an accessible option for many entrepreneurs.
Required Documents
To successfully establish a sole proprietorship, the following documents are required:
- Power of Attorney: If the establishment process is conducted through an agent, a copy of the power of attorney from the owner is necessary. This document must specify the authority to establish companies. It's essential to have the original available for verification.
- Valid Identification: Clear copies of the owner's identification must be provided. For Egyptian proprietors, a national ID is required. Foreign owners must present valid passports. The original IDs may be requested for verification.
- Agent’s Identification: If applicable, clear copies of the agent's identification must also be submitted. Similar to the owner's identification, Egyptians must provide a national ID, while foreigners need a valid passport and a residence permit.
- Investor Identification Form: Foreign owners must fill out an investor identification form and provide a copy of it on a CD. This form helps in verifying the identity and legitimacy of foreign investors.
- Approval from Competent Authority: If any of the business activities planned for the sole proprietorship require special approvals under applicable laws, prior approval must be obtained before establishing the business.
- In-Kind Share Documentation: If the establishment involves in-kind shares (non-cash contributions), an evaluation report from legally recognized experts in relevant professions is required to assess the value of the in-kind shares.
- Free Zone Requirements: If the sole proprietorship operates under a free zone system, the same documents must be submitted, along with additional approvals. For a public free zone, prior approval from the relevant authority is necessary, and this approval is issued by the Board of Directors of the specific free zone.
Fees
The fees and service charges associated with establishing a sole proprietorship are specified in the attached documentation. These fees align with the provisions of Investment Law No. 72 of 2017 and may vary depending on the specifics of the business establishment.
Time Frame
The establishment process typically takes one working day from the submission of all required documents.
Service Channels
Sole proprietorship services can be accessed through the Electronic Portal exclusively, allowing for streamlined and efficient processing of applications.
Policies and Procedures
Establishment via the Electronic Portal:
- Account Registration: Entrepreneurs must first register and create an account on the electronic portal at www.gafi.gov.eg. This step is crucial as it allows users to access various services provided by the Authority.
- Document Submission: After account creation, users should choose the service related to establishing a sole proprietorship and submit all required documents for review. The electronic system is designed to handle document verification efficiently.
- Fee Payment: Fees must be paid using credit cards. This electronic payment process is integrated into the portal, ensuring a seamless transaction experience.
- Electronic Signing: Documents will require electronic signatures from the owner, which facilitates quicker processing and eliminates the need for physical signatures.
- Document Delivery: Upon successful completion of the establishment process, all necessary documents pertaining to the sole proprietorship will be sent to the user's workspace on the electronic portal.
- Support: Should any issues arise during the electronic establishment process, users can contact the hotline at 16035 between 8 AM and 8 PM Cairo time or send an email to e-services@gafinet.org.eg for assistance.
Association Services: Certification of Lists of Shareholders or Partners
Description
Certification of lists of shareholders or partners is a process for companies operating under the provisions of Law No. 159 of 1981. This certification is essential for various types of money companies, including joint stock companies, limited liability companies, and companies limited by shares. The certified lists serve as official documents verifying the ownership structure of the company, which is crucial for regulatory compliance and transparency in corporate governance.
Basic Requirements
The certification process is applicable to different types of money companies, specifically:
- Joint Stock Companies
- Limited Liability Companies
- Companies Limited by Shares
Required Documents
To initiate the certification of lists of shareholders or partners, the following documents must be submitted:
- Application Submission: An application addressed to the Head of the Investment Services Sector is required. This application must be on the company's printed materials, stamped, and signed by the Chairman of the Board of Directors or their representative. If another authorized individual is submitting the application, a stamped authorization must accompany it.
- Original List of Shareholders/Partners: The original list, which must be certified by the Chairman of the Board of Directors or the Director (depending on the company’s structure), should be presented. This list should be accompanied by a copy on company paper that is also stamped with the company's seal, signed by the auditor, and stamped with the auditor's office seal. Additionally, the auditor's appointment document must be included, along with their endorsement of the statements contained in the Authority’s CEO decision No. 480 of 2016.
- Recent Extract from the Commercial Register: A current extract from the commercial register is required, which should be no more than three months old to ensure its relevance and accuracy.
- Company’s Articles of Association/Contract: A copy of the company’s articles of association or the company contract must be provided.
- Amendments to Articles of Association/Contract:
- For joint stock companies, the latest amendment to Article 7 of the company’s articles of association should match the submitted list or be supported by an amendment contract authenticated by the real estate registry.
- For limited liability companies, the latest amendment to Article 5 of the company contract must align with the list or be documented through an amendment contract authenticated by the real estate registry.
- Receipt of Payment for the Service: Proof of payment for the certification service must be included with the application.
Fees
The following fees apply for the certification of lists of shareholders or partners:
- Approval of the Lists: 400 EGP per copy.
- Certification by the Ministry of Foreign Affairs Office: 400 EGP for each copy attached to the list of shareholders.
Time Frame
The certification process is typically completed within one working day from the submission of all required documents.
Service Channels
Services related to the certification of lists of shareholders or partners can be accessed through:
- Electronic Portal: Facilitating online submissions and inquiries.
- Investor Services Center: Providing in-person assistance and processing of applications.
Policies and Procedures
- Service Selection: Start by choosing the appropriate service on the portal and obtain a waiting number for document review.
- Application Review: Go to the designated window in the General Administration of Legal Affairs for Money Companies (Associations). Here, the application will undergo a technical review.
- Payment of Service Fee: The service fee should be paid in cash at the treasury following the review of the documents.
- Document Receipt: After the approval process, the list of shareholders or partners will be provided, stamped with the seal of the Republic's emblem, signifying its official status.
Association Services: Approval of the List of Board Members in Joint Stock Companies
Description
The approval of the list of board members is a formal process required for joint stock companies. This step ensures that the composition of the board is verified and complies with relevant laws and regulations governing corporate governance.
Basic Requirements
This service specifically applies to joint stock companies.
Required Documents
To secure approval for the list of board members, the following documents must be submitted:
- Application Submission: An application must be made in the name of the Head of the Investment Services Sector. This application should be on the company’s publications and stamped, signed by the Chairman of the Board of Directors or their representative.
- Original Approved List: The original list of board members must be presented, approved by the Chairman of the Board. This list should be stamped with the company’s seal and include acknowledgment of compliance with the requirements outlined in the Authority’s CEO decision No. 480 of 2016. The list must also match the entries in the commercial register.
- Recent Extract from the Commercial Register: A current extract from the commercial register is required, dated on the day of submitting the application to ensure it reflects the latest board composition.
- Copy of Articles of Association: A copy of the company’s articles of association, along with its latest amendments—particularly concerning the shareholder structure—must be included.
- Receipt of Payment for the Service: Proof of payment for the service is mandatory.
- Authorization or Power of Attorney: If a representative is submitting the application, an authorization or power of attorney from the Chairman of the Board of Directors or the Director must be provided to authorize them to deliver and receive the relevant documents.
Fees
The following fees are applicable for the approval of the board of directors’ list:
- Approval of the Board of Directors’ List: 400 EGP per copy.
- Authentication by the Ministry of Foreign Affairs Office: 400 EGP per copy.
Time Frame
The approval process is generally completed within one working day from the submission of all necessary documents.
Service Channels
Similar to the previous service, the approval of the board members’ list can be accessed through:
- Electronic Portal
- Investor Services Center
Policies and Procedures
- Service Selection: Choose the service on the portal and obtain a waiting number for your application.
- Application Review: Visit the designated window in the General Administration of Legal Affairs for Money Companies (Associations) for a technical review of your application.
- Payment of Service Fee: Pay the service fee in cash at the treasury following the document review.
- Document Receipt: Once approved, you will receive the list of board members, stamped with the seal of the Republic's emblem, confirming its official status.
Association Services: Approval of the Minutes of the Partners’ Group to Open or Close a Branch
Description
The approval of the minutes of the partners' group is a crucial step in the process of opening or closing a branch of a personal company. This process is particularly relevant for companies structured as simple recommendation or solidarity partnerships. The approved minutes serve as an official record of the partners' decisions regarding the branch's operations, ensuring compliance with applicable laws and regulations.
Basic Requirements
This service is specifically intended for personal companies, which include:
- Simple Recommendation Companies
- Solidarity Companies
Required Documents
To obtain approval for the minutes of the partners' group regarding the opening or closing of a branch, the following documents must be submitted:
- Application Submission: An application must be made in the name of the Head of the Investment Services Sector. This application should clearly state the intention to open or close a branch.
- Original Minutes of the Partners’ Group: The original minutes, which should be prepared in accordance with the acknowledgment requirements outlined in the Authority’s CEO decision No. 480 of 2016, must be submitted. These minutes must be signed by all partners and stamped with the company’s seal to confirm their authenticity.
- Recent Extract from the Commercial Register: A current extract from the commercial register is required, which must be issued no more than three months prior to the application submission to ensure its accuracy and relevancy.
- Investment and Amendments Newspaper: Documentation that includes any relevant investment information and amendments made to the company's structure should be provided.
- Service Payment Receipt: Proof of payment for the service must accompany the application to indicate that the requisite fees have been paid.
- Security Inquiry for Foreigners: If any partners are foreign nationals, a security inquiry document is required to ensure compliance with local regulations.
- Additional Requirements for Branches in Sinai Peninsula: If the branch is to be opened in the Sinai Peninsula, specific service forms and additional required documents must be completed and submitted.
- Branch Ownership Document: A document proving ownership of the branch must be included, indicating the date of ownership at a minimum.
Fees
The fees for the approval process are as follows:
- Approval of the Minutes of the Partners’ Group: 400 EGP per copy.
- Certification by the Ministry of Foreign Affairs Office: 400 EGP for each copy related to the minutes of the partners’ group for the opening or closing of a branch.
Time Frame
The approval process for the minutes of the partners' group is typically completed within one working day from the date of submission of all required documents.
Service Channels
The approval of the minutes can be processed through the following channels:
- Electronic Portal: This option facilitates online application submissions and inquiries.
- Investor Services Center: In-person assistance and application processing are available at this center.
Policies and Procedures
- Service Selection: Start by selecting the appropriate service on the portal and obtain a waiting number for your application.
- Application Review: Proceed to the designated window in the General Administration of Legal Affairs for Money Companies (Associations) to have your application reviewed from a technical standpoint.
- Payment of Service Fee: Pay the service fee in cash at the treasury following the review of the documents.
- Document Receipt: Once approved, you will receive the minutes of the partners' group for opening or closing a branch, stamped with the seal of the Republic’s emblem, indicating its official status.
Approval of the Minutes of the Regular General Assemblies
Description
The approval of the minutes from the ordinary general assembly meetings is a critical process for companies governed by Law No. 72 of 2017 and Law No. 159 of 1981. This process ensures that the discussions, decisions, and resolutions made during the assembly are officially recognized and documented, providing a legal record of the company's governance activities. This is applicable to various types of companies including stock companies, limited liability companies, limited partnerships, and single-person companies.
Basic Requirements
This service is required for the following types of companies:
- Stock Companies
- Limited Liability Companies
- Limited Partnerships
- Single-Person Companies
Required Documents
To obtain approval for the minutes of the ordinary general assembly meeting, the following documents must be submitted:
- Request for Approval: A formal request must be addressed to the Head of the Investment Services Sector, using the company’s official printed materials and stamped with the company seal. This request should be signed by the Chairman of the Board of Directors or by someone holding an official power of attorney, special authorization, or an authorization included in the meeting minutes.
- Minutes of the General Assembly Meeting: The original minutes must be provided, signed by the Chairman of the Board of Directors, the Secretary, the vote counters, the company’s auditor, and, if applicable, the auditor from the Central Auditing Organization (if the general capital reaches 25%). The minutes should be stamped with the company seal and the auditor’s seal, and prepared according to the acknowledgment requirements outlined in the Authority’s CEO decision No. 480 of 2016.
- Company’s Articles of Association: A copy of the company’s articles of association, including any amendments made, must be included.
- Invitation Documentation: Evidence of the invitations sent to administrative bodies, board members, shareholders, and auditors must be provided, demonstrating that these invitations were sent at least twenty-one days prior to the meeting (excluding the day of sending and the day of the meeting).
- Recent Extract from the Commercial Register: This extract must be dated no more than three months before the application submission, ensuring the information is up to date.
- Authorizations: Any relevant authorizations must be included with the application.
- Attendance Statement: A statement of attendance from the Board of Directors and shareholders must be submitted, signed by attendees, the vote counters, and the auditor. This statement should include the company seal and the auditor’s seal, with a signature from the submitter attesting to the submission under their responsibility.
- Financial Reports: The budget discussed during the assembly, along with the auditor’s report and the Board of Directors’ report, must be submitted, showing that these documents have been approved by the company.
- Special Case Documents: Additional documents may be required for specific situations:
- For changes in board members, include resignation letters, acceptance of appointments, ID copies, security checks for foreign members, and approvals from relevant authorities if applicable.
- If there are changes regarding the auditor, include the auditor's resignation (if applicable), proof of registration in the accountants’ register, and acknowledgment of acceptance of new appointments.
- In cases of liquidation, the following must be submitted:
- The final liquidation account approved by the liquidator.
- A declaration from the liquidator confirming the completion of liquidation work and obligations fulfillment.
- Documents for publishing, and acknowledgments of responsibility by the liquidator and shareholders regarding liquidation results.
- A declaration that no obligations towards the company have been reported by administrative authorities (taxes, insurance, customs) within 120 days of notification.
- Documentation regarding branch ownership if applicable.
- Certificates from banks or auditors confirming capital completion if applicable.
- Sinai Peninsula Specific Requirements: If the company operates in the Sinai Peninsula, additional forms and documents specific to that region must be completed.
Fees
The fees for the approval process are as follows:
- Minutes of the General Assembly Meeting: 400 EGP per copy.
- Certification by the Ministry of Foreign Affairs Office: 400 EGP for each copy of the ordinary general assembly meeting minutes.
Time Frame
The approval process for the minutes of the ordinary general assembly meeting is typically completed within one working day from the submission date of all required documents.
Service Channels
The approval of the minutes can be processed through:
- Electronic Portal: Offers online submission and tracking of applications.
- Investor Services Center: Provides in-person support for document submission and inquiries.
Policies and Procedures
- Service Selection: Begin by choosing the appropriate service on the portal and obtaining a waiting number for your application.
- Document Review: Go to the designated window in the General Administration of Legal Affairs for Money Companies (Associations) for a technical review of your application.
- Payment of Service Fee: Pay the service fee in cash at the treasury after the review process.
- Document Receipt: After approval, you will receive the finalized report stamped with the seal of the Republic, signifying its official recognition.
Approval of the Minutes of the Board of Directors Meeting
Description
The approval of the minutes from the Board of Directors meetings is essential for companies governed by Law No. 72 of 2017 and Law No. 159 of 1981. This process formalizes the decisions made during the meetings and ensures compliance with legal and regulatory requirements. It is specifically applicable to money companies, including joint stock companies and limited liability companies.
Basic Requirements
This service is required for:
- Joint Stock Companies
- Limited Liability Companies
Required Documents
To obtain approval for the minutes of the Board of Directors meeting, the following documents must be submitted:
- Request for Approval: A formal request addressed to the Head of the Investment Services Sector, using the company’s official printed materials and stamped with the company seal. The request should be signed by the Chairman of the Board of Directors or by an individual holding official power of attorney, special authorization, or authorization as recorded in the meeting minutes.
- Minutes of the Board of Directors Meeting: The original minutes must be presented, either from the minutes notebook or company publications. These should be stamped with the company seal and signed by the chairman of the meeting and the secretary on all pages, adhering to the acknowledgment requirements outlined in the Authority’s CEO decision No. 480 of 2016.
- Company’s Articles of Association: Include a copy of the company's articles of association along with any amendments that have been made.
- Recent Extract from the Commercial Register: This extract must be dated no more than three months before the application submission, ensuring that the information is current.
- Disclosure of Attendance: A document confirming the attendance of the Board of Directors during the meeting.
- Resignations: Include any resignation letters if applicable.
- Authorizations: Provide any necessary authorizations related to the meeting.
- Acceptance of Appointment Declarations: For new members, include declarations of acceptance of their appointments along with copies of their identification.
- Nomination Letters: If applicable, provide letters of nomination for new board members.
- Capital Completion Documentation:
- If the original capital is completed, a bank certificate or auditor’s certificate confirming this must be provided.
- If the original capital is completed after an increase, the following documents must be submitted: A. A bank certificate of cash deposit for the amount used to complete the capital. B. Contact the Economic Performance Monitoring Sector for a financial inspection report prior to the approval of the minutes if the completion is based on the auditor’s certificate.
- Security Inquiry for Foreign Members: If there are foreign members, a security inquiry must be conducted.
- Sinai Peninsula Specific Requirements: If the company operates in the Sinai Peninsula, complete the necessary service form and submit the required documents.
- Service Payment Receipt: Proof of payment for the service must be provided.
- Branch Title Deed: If applicable, a title deed of the branch to be opened must be included, with the date clearly indicated.
Fees
The fees for the approval process are as follows:
- Approval of the Minutes of the Board of Directors Meeting: 400 EGP per copy.
- Certification by the Ministry of Foreign Affairs Office: 400 EGP for each copy of the Board of Directors meeting minutes.
Time Frame
The approval process for the minutes of the Board of Directors meeting is typically completed within one working day from the date of submission of all required documents.
Service Channels
The approval of the minutes can be processed through:
- Electronic Portal: Allows for online submission and tracking of applications.
- Investor Services Center: Provides in-person assistance for document submission and inquiries.
Policies and Procedures
- Service Selection: Choose the appropriate service on the portal and obtain a waiting number for your application.
- Document Review: Visit the designated window in the General Administration of Legal Affairs for Money Companies (Associations) for a technical review of your application.
- Payment of Service Fee: Pay the service fee in cash at the treasury after the review process.
- Document Receipt: After approval, you will receive the finalized report stamped with the seal of the Republic, signifying its official recognition.
Company Amendment Services
Liquidation of the Sole Proprietorship
Description
This service facilitates the formal process of liquidating a sole proprietorship, which is a business owned and operated by a single individual. Liquidation refers to the process of closing down the business and removing its registration from the commercial registry, ensuring that all legal obligations and financial responsibilities are appropriately addressed before the business is officially dissolved.
Basic Requirements
This service is intended for:
- One Person Company: A business structure where a single individual owns and operates the company, typically involving simpler regulatory requirements compared to other company forms.
Required Documents
To initiate the liquidation process, the following documents must be prepared and submitted:
- Request for Deletion of Registration:
- This request must be submitted by the facility owner or their authorized agent. It should clearly state the intention to delete the facility's registration from the commercial registry and provide any necessary details required by the authorities.
- Establishment Book:
- A copy of the establishment book must be submitted. This document serves as proof of the establishment of the business. Additionally, all amendments made to this document must also be provided to reflect any changes that occurred during the business's operation.
- Power of Attorney:
- If the request is being made by an agent rather than the facility owner, a copy of the power of attorney must be submitted. This document should explicitly grant the agent direct authority to cancel the facility’s registration on behalf of the owner.
- Original Extract from the Commercial Register:
- An original extract from the commercial register must be provided, ensuring that it is dated no more than three months prior to the application submission. This extract confirms the current legal status of the business.
- Applicant’s ID:
- A photocopy of the ID of the applicant or their authorized agent must be included. This serves to verify the identity of the person submitting the application.
- Approval from Competent Authorities:
- If any of the purposes added to the company required special approvals according to applicable laws, such approvals must be obtained prior to submitting the liquidation request. This ensures compliance with regulatory requirements.
Fees
The fees associated with this service include:
- Liquidation of a Sole Proprietorship: 400 EGP. This fee covers the administrative costs related to processing the liquidation application.
Time Frame
The time required for processing these requests is as follows:
- One Business Day: From the day following receipt of the completed application, the request for liquidation will be processed, and confirmation will be provided.
Service Channels
This service can be accessed through:
- Electronic Portal: An online platform for submitting applications and managing business registrations.
- Investor Services Center: A physical location where applicants can receive in-person assistance.
Policies and Procedures
Via the Electronic Portal
- Account Registration:
- The applicant must register on the electronic portal www.gafi.gov.eg to create an account and a workspace. This step includes obtaining the necessary authority to manage the company's affairs through the portal.
- Choosing the Service:
- After registering, the applicant can choose the service related to the liquidation of the sole proprietorship and submit the required documents for review.
- Payment of Fees:
- Fees can be paid using credit cards through the portal. The applicant must also electronically sign all necessary documents as part of the submission process.
- Document Management:
- All liquidation documents will be sent to the applicant’s workspace on the electronic portal, providing easy access to all necessary records.
- Technical Support:
- If any problems arise during the electronic submission process, applicants can call the hotline at 16035 from 8 am to 8 pm Cairo time or send an email to e-services@gafinet.org.eg for assistance.
At the Investor Services Center
- Service Selection and Waiting Number:
- Upon arrival at the Investor Services Center, the applicant must select the service and obtain a waiting number. Their documents will then be reviewed to ensure all required materials are present.
- Technical Review:
- The applicant will go to the designated window for the General Administration of Legal Affairs for Companies (Amendments) to undergo a technical review of their request.
- Payment of Service Fee:
- The service fee must be paid in cash at the treasury after the technical review has been completed.
- Receipt of Deletion Letter:
- After the approval of the liquidation request, the owner of the establishment or their agent will receive a letter addressed to the competent commercial registry. This letter serves as official notification to delete the establishment's registration from the commercial registry.
Importance of Certification
The certification of administrative resolutions is crucial for the following reasons:
- Legal Validation: This process formally recognizes the administrative decisions taken by the company, ensuring that they are documented in compliance with Egyptian laws. It serves as a safeguard against any potential legal disputes related to management decisions.
- Operational Efficiency: Having certified resolutions allows companies to operate smoothly, as many business activities (like opening a branch, making significant operational changes, or dealing with financial institutions) require proof of valid administrative decisions.
- Transparency and Accountability: By certifying administrative resolutions, companies can enhance transparency and demonstrate accountability in their management practices to stakeholders, including shareholders, employees, and regulatory bodies.
Understanding the Required Documents
- Application: This is a formal request to initiate the certification process, indicating the intention of the company to have its administrative decisions recognized by authorities.
- Original Administrative Decision: This document outlines the specific resolution made by the management. It should be well-documented to prevent any ambiguities regarding the decisions taken.
- Commercial Register Extract: This extract confirms the company's legal status and ensures that it is recognized by the appropriate authorities.
- Company’s Articles of Association: This provides a framework for the company’s operations and governance, ensuring that the administrative decisions align with the established regulations of the company.
- Service Payment Receipt: This is necessary to confirm that the required fees for the certification process have been paid, allowing the process to move forward without financial issues.
- Security Inquiry for Foreigners: This is essential for compliance with national security regulations, ensuring that any foreign individuals involved do not pose a risk.
- Branch Opening and Relocation: Special provisions are in place for opening branches in specific regions or relocating the company’s headquarters. These require additional documentation to ensure compliance with local regulations.
Fees and Time Frame
The fees for certification are reasonable given the legal protections and formal recognition they provide. The swift turnaround time of one day is designed to facilitate the needs of businesses and help them proceed without unnecessary delays.
Service Channels and Procedures
The availability of electronic processing and physical service channels enhances accessibility, making it easier for companies to comply with legal requirements. The detailed procedural steps ensure that all necessary documentation is collected and processed accurately, minimizing bureaucratic hurdles.
Conclusion
The certification of administrative resolutions for limited liability companies is a vital process that safeguards the legitimacy of managerial decisions within the legal framework of Egypt. By understanding the requirements and importance of each document involved, companies can ensure that they comply with legal standards, fostering a transparent and accountable business environment. This certification not only protects the interests of the company and its stakeholders but also reinforces the trust of investors and customers in the business’s operations.
Corporate Amendments Services (Approval of Board of Directors Including Amendments to Articles 6 and 7 and Amendment Contract for Joint Stock Companies)
Description
This service involves the approval of the Board of Directors that includes amendments to Articles 6 and 7 of the company's articles of association, as well as the contract for the amendments, specifically for joint stock companies.
Basic Requirements
This service is applicable specifically to joint stock companies.
Required Documents
To process the approval, the following documents are needed:
- Application for Board Approval: An application for the approval of the Board of Directors and the company amendment contract, signed by the relevant party or their agent, along with a declaration confirming the accuracy of the provided information.
- Minutes of the Board Meeting: A specific meeting record detailing the amendments to Articles 6 and 7, along with the proposed text of the amendments (including the original text and the revised text). This document must be signed by the Secretary and the Chair of the meeting.
- Recent Commercial Register Extract: An original, recent extract from the commercial register that is no more than three months old.
- Attendance Record: A record of attendance by the Board members, signed by the Secretary and the Chair of the meeting.
- Power of Attorney: If applicable, a power of attorney for the delivery and receipt of documents not included in the meeting minutes.
- Investment Journal: A copy of the investment journal along with all its amendments, if it was not submitted during the general assembly approval.
- Payment Receipt: A receipt proving payment for the service.
- Security Inquiry: A security clearance document if there are non-Egyptian partners involved.
- Personal Identification: A copy of the personal identification of the applicant.
- Additional Documents Based on Capital Increase:
- If the increase is from profits, reserves, or creditor balances, prior approval from the Economic Performance Sector must be obtained.
- For cash increases, a bank certificate must confirm payment of at least 10% of the increase amount, provided that the issued capital is fully paid and within the authorized capital limits.
- Approval from Relevant Authorities: If any of the added company objectives require special approvals under applicable laws, prior approval must be obtained.
Fees (in Egyptian Pounds)
- Approval of Board Meeting Minutes and Amendment Contract: 1200 EGP
- Issuance Certificate for Shares for Capital Increase: 400 EGP directed to the Financial Regulatory Authority.
Time Frame
- One Working Day: From the next day after receiving the complete application for the issuance of a certificate directed to the Financial Regulatory Authority for issuing shares.
- One Working Day: After receiving approval from the Financial Regulatory Authority.
Service Channels
The service can be accessed through:
- The electronic portal
- The Investors Service Center
Policies and Procedures
Through the Electronic Portal
- Registration and Account Creation: Register and create your workspace account to gain access rights for company transactions on the electronic portal at www.gafi.gov.eg. Select the service and submit the required documents for review.
- Payment: Pay the fees using credit cards and electronically sign the documents.
- Document Management: All amendment documents will be sent to your workspace on the electronic portal.
- Support: For any issues during the electronic company registration, please contact the hotline at 16035 from 8 AM to 8 PM Cairo time or email at e-services@gafinet.org.eg.
Through the Investors Service Center
- Service Selection: Choose the service and obtain a waiting number for document review.
- Submission: Go to the designated window in the General Administration of Legal Affairs for Companies (amendments) to have your request technically reviewed, and pay the service fee in cash at the treasury.
- Certificate Collection: Attend the authority to collect the certificate directed to the Financial Regulatory Authority.
- Final Document Collection: After receiving approval from the Financial Regulatory Authority, attend the authority to collect the approved minutes of the Board of Directors and the amendment contract. Afterward, proceed to the Bar Association for contract notarization, then to the Notary Public Office for contract authentication, and finally update the commercial register.
Expanded Explanation
Importance of Corporate Amendments
The process of approving amendments to the company's articles of association is crucial for several reasons:
- Legal Compliance: Ensures that any changes made by the company are in compliance with the prevailing laws and regulations, particularly the laws governing joint stock companies.
- Operational Clarity: Provides a clear framework and updated guidelines for the company's governance structure, ensuring all stakeholders are aware of changes to the operating procedures.
- Facilitating Business Growth: As companies evolve, their objectives, governance structures, and capital requirements often change. Approving amendments allows for flexibility and growth in response to changing business environments.
Breakdown of Required Documents
- Application: A formal request to process the amendments, ensuring that the company’s intentions are clearly communicated.
- Board Meeting Minutes: This document is vital as it records the decisions made regarding the amendments. Including the proposed changes along with the original text ensures transparency in the modification process.
- Commercial Register Extract: This is a verification of the company's legal status, confirming its registration and current standing in accordance with the law.
- Attendance Record: It confirms that all necessary Board members were present and participated in the decision-making process, reinforcing the legitimacy of the amendments.
- Power of Attorney: Necessary if the documentation is submitted by someone other than the individual authorized by the company, ensuring that all legal procedures are followed correctly.
- Investment Journal: Provides insight into the company’s financial health and any relevant changes that may have occurred since the last submission.
- Payment Receipt: Confirms that the company has settled any fees associated with the amendment process, which is a prerequisite for processing requests.
- Security Inquiry: Important for regulatory compliance, especially in cases where non-Egyptians are involved in the company’s management or ownership.
- Personal Identification: Essential for verifying the identity of the person submitting the application, ensuring that all documentation is processed by authorized individuals.
- Capital Increase Documentation: Specific documentation required based on the nature of the capital increase. It ensures that the company adheres to the stipulated financial regulations.
- Approval from Relevant Authorities: If the new objectives of the company necessitate special permits, obtaining these approvals before proceeding is essential to avoid legal complications later.
Fees and Time Frame
The fees associated with the certification process are generally moderate compared to the legal protections and formal recognition they provide. The one-day processing time enhances efficiency, allowing companies to quickly implement changes and move forward with their operations.
Service Channels and Procedures
The dual access points—electronic and physical—provide flexibility for companies. The detailed steps in both processes are designed to ensure that all necessary documentation is gathered and reviewed thoroughly, minimizing the risk of delays or rejections due to incomplete submissions.
Conclusion
The approval of amendments to the articles of association for joint stock companies is a vital aspect of corporate governance and legal compliance. By understanding the requirements and processes involved, companies can navigate the necessary changes efficiently. This not only protects the company’s interests but also ensures that stakeholders are kept informed and engaged in the decision-making process, fostering a culture of transparency and accountability within the organization.
Liquidation of Sole Proprietorship
Description
This service pertains to the liquidation of a sole proprietorship.
Basic Requirements
This service is applicable specifically to sole proprietorships.
Required Documents
To initiate the liquidation process, the following documents are needed:
- Application: A request submitted by the owner of the establishment or their agent for the deletion of the establishment's registration.
- Establishment Documents: A copy of the establishment’s founding document, along with copies of all amendments made to it.
- Power of Attorney: A copy of the power of attorney granted by the owner to the agent, allowing them to proceed with the establishment's deletion (direct power of attorney).
- Recent Commercial Register Extract: An original, recent extract from the commercial register that is no more than three months old.
- Personal Identification: A copy of the personal identification of the applicant.
- Approval from Relevant Authorities: If any of the added objectives of the company require special approvals under applicable laws, prior approval must be obtained.
Fees (in Egyptian Pounds)
- Liquidation of Sole Proprietorship: 400 EGP
Time Frame
- One Working Day: From the next day after receiving the complete application.
Service Channels
The service can be accessed through:
- The electronic portal
- The Investors Service Center
Policies and Procedures
Through the Electronic Portal
- Registration and Account Creation: Register and create your workspace account to gain access rights for company transactions on the electronic portal at www.gafi.gov.eg. Select the service and submit the required documents for review.
- Payment: Pay the fees using credit cards and electronically sign the documents.
- Document Management: All liquidation documents will be sent to your workspace on the electronic portal.
- Support: For any issues during the electronic service, please contact the hotline at 16035 from 8 AM to 8 PM Cairo time or email at e-services@gafinet.org.eg.
Through the Investors Service Center
- Service Selection: Choose the service and obtain a waiting number for document review.
- Submission: Go to the designated window in the General Administration of Legal Affairs for Companies (liquidation) to have your request technically reviewed.
- Payment: Pay the service fee in cash at the treasury.
- Receipt of Letter: The owner or their agent will receive a letter directed to the relevant commercial registry office to delete the establishment's registration from the commercial register.
Expanded Explanation
Importance of Liquidation
Liquidation is a crucial process for sole proprietorships, ensuring that the business is formally closed and all legal obligations are settled. It serves several purposes:
- Legal Closure: It ensures that the business is officially closed in accordance with the law, preventing future liabilities or penalties.
- Asset Management: Facilitates the proper handling of the company's assets and debts, allowing for a transparent process for stakeholders.
- Compliance: Helps in complying with legal requirements, thus avoiding complications in the future.
Breakdown of Required Documents
- Application: A formal request indicating the owner's intention to liquidate the business, which initiates the official process.
- Establishment Documents: These provide the foundational details of the business, ensuring that all historical changes are recorded for transparency.
- Power of Attorney: Necessary if the liquidation process is being handled by an agent, ensuring that the agent has the authority to act on behalf of the owner.
- Commercial Register Extract: Verifies the current legal standing of the business, confirming that it is indeed a registered entity.
- Personal Identification: Ensures the identity of the applicant, confirming their authority to request the liquidation.
- Approval from Relevant Authorities: Necessary to comply with specific regulations that may apply to the business’s operations, ensuring that all legal bases are covered.
Company Amendments Services
Amendment of Foreign Companies Branches and Foreign Banks Branches Data
Description
This service involves the process of amending the data of foreign companies incorporated under the Investment Law and the branches of foreign banks operating in Egypt. These amendments may pertain to various aspects of the business, including management changes, operational scope, and compliance with local regulations.
Prerequisites
- Foreign Companies: This service is available to foreign companies that have been incorporated in accordance with the Egyptian Investment Law.
- Branches of Foreign Banks: This includes branches of foreign banks that operate within Egypt.
Required Documents
To successfully request an amendment, the following documents must be submitted:
- Request Addressed to the Head of the Investor Service Center (ISC):
- A formal request must be directed to the Head of the ISC, specifying the amendments needed and requesting a letter to be sent to the Commercial Register to effect the requested changes.
- For Branches of Foreign Banks:
- Request for Amendment: Similar to the above, a request must be addressed to the Head of the Investment Services Sector to issue a letter for the Commercial Register.
- Central Bank Approval: An original letter from the Central Bank of Egypt is required, approving the requested amendments.
- Recent Commercial Registry Extract: A recent (no older than three months) official extract from the commercial registry is needed to confirm the current status of the business.
- Power of Attorney or Authorization: If the request is submitted by an agent, a power of attorney or authorization must be provided. If this document is in a foreign language, a certified translation must also be included, and it must be authenticated by the Egyptian Ministry of Foreign Affairs.
- Branch Regional Manager’s Consent: A consent letter from the regional manager of the branch regarding the requested amendments must be provided. If this letter is in a foreign language, a certified translation is required.
- Approval from the Main Bank Abroad: If applicable, a letter of approval from the main bank abroad regarding the amendments must be submitted, with a certified translation if written in a foreign language.
- Special Approvals: If any of the amendments require special approvals under applicable laws, those approvals must be submitted prior to processing the amendment request.
Fees
- Amendment of Data for Branches of Foreign Banks and Companies: The fee for processing the amendment is 2,000 EGP.
Time Frame
- For branches of foreign companies, the processing time is one business day from the day after the completed application is duly received. This allows for a swift turnaround on amendments that are compliant with regulations.
Service Channels
This service can be accessed through:
- E-Portal: An online platform for submitting applications and managing business registrations.
- Investor Services Center (ISC): A physical location where applicants can receive in-person assistance.
Policies and Procedures
Via the E-Portal
- Account Registration:
- Users must register on the electronic portal www.gafi.gov.eg to create an account and a workspace. This registration is necessary to gain the authority to manage the company’s affairs electronically.
- Choosing the Service:
- Once registered, the applicant should select the specific service for amending company data and submit the required documents for review.
- Payment of Fees:
- Fees can be paid online using credit cards, and all necessary documents must be electronically signed during this process.
- Document Management:
- All documents related to the amendment will be sent to the applicant’s workspace on the electronic portal, providing easy access and management of the application.
Via the Investor Services Center (ISC)
- Service Selection and Queue Management:
- Upon arriving at the ISC, the applicant must choose the service and obtain a number from the queue machine. Their documents will then be reviewed to ensure completeness.
- Technical Review:
- The applicant must proceed to the designated window for the General Department for Legal Affairs of Companies (Amendments Department) for a technical review of their application.
- Payment of Service Fees:
- After the technical review, the service fee must be paid in cash at the cash desk of the ISC.
- Document Collection:
- Once the service has been processed, the applicant must return to GAFI to collect the amended documents along with the letter addressed to the Commercial Register, which confirms the amendments.
Company Amendments Services
Change the Legal Structure of Joint Stock Company / Limited Liability Company / Partnership Limited by Shares
Description
This service facilitates the transformation of a Joint Stock Company, Limited Liability Company (LLC), or Partnership Limited by Shares into a Single Member Company. This process is particularly useful for companies seeking to streamline operations and governance under a sole ownership structure.
Prerequisites
- Type of Companies: This service applies specifically to Joint Stock Companies, Limited Liability Companies, and Partnerships Limited by Shares that are looking to change their legal structure.
Required Documents
To successfully execute the change in legal structure, the following documentation is necessary:
- Minutes of the Extraordinary General Meeting:
- This document must detail the approval of the change in the legal structure. It should be provided by the remaining partner or shareholder if the required quorum was absent during the meeting.
- Copy of the Articles of Association:
- A current copy of the company's articles of association, including any amendments that have been made, must be submitted to reflect the company's governing rules.
- Recent Commercial Registry Copy:
- An official extract from the commercial registry that is no older than three months must be provided. This serves to verify the company's current legal status.
- Evidence of Shareholder or Partner Status:
- Documentation confirming that the previous shareholders or partners are no longer involved in the company must be included to validate the transition to a single-member entity.
- GAFI Committee Valuation Report:
- A valuation report from the General Authority for Investment and Free Zones (GAFI) assessing the net equities of the company is required. This report ensures that the financial standing of the company is accurately represented during the structural change.
- Minutes of the Extraordinary General Meeting for Valuation Approval:
- Additional minutes are needed that approve the valuation report and detail the new articles of association for the single-member company, provided again by the remaining shareholder or partner.
- Bank Certificate for Capital Increase:
- If there is a capital increase as part of the transition, a bank certificate indicating that the entire amount has been deposited is necessary.
- New Articles of Association:
- A new set of articles of association for the single-member company must be drafted and submitted to reflect the new ownership structure.
- Power of Attorney:
- A power of attorney document from the remaining partner or shareholder must be included, granting authority to execute the change in the legal structure.
- Certificate of Non-Confusion of Company Name:
- This certificate ensures that the company name remains distinct and does not conflict with existing names in the registry.
- Approval from Relevant Authorities:
- If the business activities require special approvals (e.g., from the Ministry of Civil Aviation or the Ministry of Tourism), these approvals must be submitted alongside the application.
- Deed of Possession (if changed):
- If there has been a change in the deed of possession, a copy of this document must be provided to confirm the current legal standing of the company’s premises.
- Managers' Acknowledgments of Acceptance:
- Acknowledgments from the appointed managers indicating their acceptance of the position, along with copies of their IDs, are required to formalize their roles in the new structure.
- Legal Advisor’s Acknowledgment of Acceptance:
- An acknowledgment from the company’s legal advisor accepting their appointment, along with a copy of their bar association card, must be submitted to ensure compliance with legal requirements.
Fees
- Changing the Legal Structure: The fee for processing the change in legal structure to a single-member company is 400 EGP.
Time Frame
- The processing time for the application is three business days from the day after the completed application is received. This timeline allows for thorough review and approval of the requested changes.
Service Channels
This service is available through two main channels:
- E-Portal: An online platform where documents can be submitted electronically.
- Investor Services Center (ISC): A physical location providing in-person support for processing amendments.
Policies and Procedures
Via the E-Portal
- Account Registration:
- Users must first register on the electronic portal www.gafi.gov.eg to create an account and workspace. This is necessary for managing company affairs online.
- Service Selection:
- After registration, the applicant should choose the specific service related to changing the legal structure and submit the required documents for review.
- Fee Payment:
- Fees can be paid electronically using credit cards, and all documents must be electronically signed during this process.
- Document Management:
- All modification documents related to the change will be sent to the applicant’s workspace on the portal, allowing for efficient tracking and management.
Via Investor Services Center (ISC)
- Service Selection and Queue Management:
- Upon arriving at the ISC, the applicant must select the service they require and obtain a number from the queue machine. The submitted documents will then be reviewed for completeness.
- Technical Review:
- The applicant must proceed to the appropriate window at the General Department for Legal Affairs of Companies (Amendments Department) for a technical review of the application.
- Payment of Service Fees:
- After the review, the service fee must be paid in cash at the ISC cash desk.
- Document Collection:
- Once the processing is complete, the applicant must return to GAFI to collect the finalized documents, which will include the amended articles of association and any other relevant approvals.
Company Amendments Services
Single Member Company Merging
Description
This service allows for the merging of a Single Member Company with another entity, streamlining operations and consolidating resources under a single ownership structure.
Prerequisites
- Type of Company: This service applies specifically to a Single Member Company (شركة الشخص الواحد).
Required Documents
To successfully execute the merger, the following documentation is necessary:
- Company Owner's Decision:
- A formal decision by the company owner must be provided, indicating the intention for the company to merge. This decision should clearly outline the terms of the merger.
- Copy of Articles of Association:
- A current copy of the articles of association, along with any amendments that have been made, must be submitted to ensure that the governing rules of the company are in order.
- Recent Commercial Registry Copy:
- An official extract from the commercial registry that is no older than three months must be included to verify the company’s current legal status.
- Power of Attorney:
- A power of attorney document must be executed directly by the company owner (whether an individual or a legal entity) to authorize the merger process.
- GAFI Committee Valuation Report:
- A valuation report from the General Authority for Investment and Free Zones (GAFI) assessing the net equities of the company is required. This ensures that the financial implications of the merger are accurately represented.
- Approval of Valuation Report:
- The company owner must issue a decision approving the valuation report from GAFI to proceed with the merger.
- Copy of Amendments:
- A copy of all amendments made regarding both the merging company and the merged company must be provided to document any changes that have occurred.
Fees
- Single Member Company Merging: The fee for processing the merger of a single member company is 400 EGP.
Time Frame
- The processing time for the application is three business days from the day after the completed application is received. This allows for thorough review and approval of the requested merger.
Service Channels
This service can be accessed through two main channels:
- E-Portal: An online platform where documents can be submitted electronically.
- Investor Services Center (ISC): A physical location providing in-person support for processing mergers.
Policies and Procedures
Via the E-Portal
- Account Registration:
- Users must first register on the electronic portal www.gafi.gov.eg to create an account and workspace. This is necessary for managing company affairs online.
- Service Selection:
- After registration, the applicant should choose the service related to merging a single member company and submit the required documents for review.
- Fee Payment:
- Fees can be paid electronically using credit cards, and all documents must be electronically signed during this process.
- Document Management:
- All merger documents related to the process will be sent to the applicant’s workspace on the portal, allowing for efficient tracking and management.
Via Investor Services Center (ISC)
- Service Selection and Queue Management:
- Upon arriving at the ISC, the applicant must select the service they require and obtain a number from the queue machine. The submitted documents will then be reviewed for completeness.
- Technical Review:
- The applicant must proceed to the appropriate window at the General Department for Legal Affairs of Companies (Amendments Department) for a technical review of the application.
- Payment of Service Fees:
- After the review, the service fee must be paid in cash at the ISC cash desk.
- Document Collection:
- Once the processing is complete, the applicant must return to GAFI to collect the finalized documents, which will include the merger agreement and any other relevant approvals.
Company Amendments Services
Change the Legal Structure of a Single Member Company
Description
This service facilitates the change of the legal structure of a Single Member Company, allowing the owner to adopt a different legal framework, such as transforming into a Joint Stock Company or a Limited Liability Company.
Prerequisites
- Type of Company: This service is specifically for a Single Member Company.
Required Documents
To successfully change the legal structure, the following documentation is necessary:
- Company Owner's Decision:
- A formal decision made by the company owner that explicitly states the change in legal structure and identifies the new structure to be adopted.
- Copy of Articles of Association:
- A recent copy of the articles of association, including any amendments that may have been made previously.
- Recent Commercial Registry Copy:
- An official copy of the commercial registry that is no older than three months, verifying the current status of the company.
- Power of Attorney:
- A power of attorney document executed directly by the company owner (whether an individual or a legal entity) to facilitate the legal structure change.
- GAFI Committee Valuation Report:
- A valuation report from the General Authority for Investment and Free Zones (GAFI) assessing the net equities of the company is required to ensure financial viability.
- Approval of Valuation Report:
- A decision from the company owner approving the valuation report and detailing the articles of association for the new legal structure.
- Powers of Attorney from New Partners:
- Powers of attorney from any new partners, enabling the incorporation of the new legal structure.
- Bank Certificate for Capital Increase:
- If the new structure is a Joint Stock Company, a bank certificate must indicate that at least 10% of the cash increase has been deposited.
- New Articles of Association:
- The updated articles of association that align with the new legal structure must be submitted.
- Certificate of Non-Confusion of Company Name:
- A certificate confirming that the company name is not similar to any existing names, ensuring uniqueness.
- Approval from Relevant Authorities:
- If applicable, approvals from appropriate authorities (e.g., Ministry of Civil Aviation, Ministry of Tourism) regarding the company’s objectives.
- Copy of Deed of Possession:
- If the deed of possession has changed, a copy must be included to reflect current ownership.
- Acknowledgments from New Managers/Board Members:
- New managers’ or Board of Directors’ acknowledgments of their acceptance of appointment, accompanied by their IDs.
- Legal Advisor’s Acknowledgment:
- The legal advisor’s acknowledgment of acceptance of appointment, along with a copy of their bar association card.
- Auditor’s Acknowledgment:
- The auditor’s acknowledgment of acceptance of appointment and a certificate of registration from the Register of Accountants and Auditors.
Special Documents
In specific cases, additional documents may be required:
- If Changing Legal Structure Due to Capital Disposal:
- Evidence that GAFI has been notified in advance of the assignment or disposal of part of the capital.
- Evidence confirming that the legal structure has been changed within 90 days from the disposal date.
- If Changing Legal Structure Due to Owner’s Death:
- The owner's death certificate.
- A decree regarding the distribution of inheritance.
- A resolution from the successors to change the legal structure within six months of the owner’s death to adjust the company’s legal status.
Fees
- Changing the Legal Structure: The fee for processing the change of a Single Member Company to a Joint Stock Company or Limited Liability Company is 400 EGP.
Time Frame
- The processing time for the application is three business days from the day after the completed application is received.
Service Channels
This service can be accessed through two main channels:
- E-Portal: An online platform for document submission and management.
- Investor Services Center (ISC): A physical location providing assistance with the amendment process.
Policies and Procedures
Via the E-Portal
- Account Registration:
- Users must register on the electronic portal www.gafi.gov.eg to create an account and workspace for managing company affairs.
- Service Selection:
- After registration, applicants should choose the service for changing the legal structure and submit the required documents for review.
- Fee Payment:
- Fees can be paid online using credit cards, and all documents must be electronically signed during this process.
- Document Management:
- All relevant documents will be sent to the applicant’s workspace on the portal, allowing for easy tracking and management.
Via Investor Services Center (ISC)
- Service Selection and Queue Management:
- Upon arrival at the ISC, applicants must select the service and take a number from the queue machine for document review.
- Technical Review:
- Applicants must proceed to the relevant window at the General Department for Legal Affairs of Companies (Amendments Department) for a technical review of the application.
- Payment of Service Fees:
- Service fees must be paid in cash at the ISC cash desk after the technical review is complete.
- Document Collection:
- After processing, applicants must visit GAFI to collect the finalized documents, which will include the necessary approvals for the legal structure change.
Company Amendments Services
Liquidation of a Single Member Company
Description
This service enables the formal liquidation process for a Single Member Company, allowing the owner to dissolve the company in compliance with legal requirements.
Prerequisites
- Type of Company: This service applies specifically to a Single Member Company.
Required Documents
To initiate the liquidation process, the following documents must be submitted:
- Owner's Decision:
- A formal decision by the company owner indicating that the company is to be placed under liquidation.
- Copy of Articles of Association:
- A copy of the company’s articles of association, including any amendments.
- Recent Commercial Registry Copy:
- An official copy of the commercial registry, dated no older than three months, to confirm the company's current status.
- Power of Attorney:
- A power of attorney document executed directly by the company owner (individual or legal entity), authorizing the liquidation.
- Personal ID of the Applicant:
- A copy of the applicant's personal identification to verify their identity.
- Service Fees Payment Receipt:
- A receipt showing that the required service fees have been paid.
Special Documents
Additional documentation may be required based on the circumstances surrounding the liquidation:
- If Liquidation is Due to Expiry of Juridical Person:
- A copy of documentation evidencing the removal of the juridical person from the Commercial Register must be submitted.
- If Liquidation is Due to Owner's Interdiction/Incapacitation:
- A judgment regarding the interdiction or incapacitation of the owner, or a judgment appointing a guardian must be provided.
- If Liquidation is Due to Owner's Death:
- Required Documents:
- Owner’s death certificate.
- Decree of distribution of inheritance.
- Resolution from the successors to liquidate the company.
- Evidence indicating that the six-month period required for legal status adjustment has passed.
- If Liquidation is Due to Capital Disposal:
- Required Documents:
- Evidence that GAFI was notified in advance about the assignment or disposal of part of the capital.
- Evidence showing no action was taken within the 90-day period following the disposal to change the company’s legal structure.
Fees
- Liquidation Fee: The fee for processing the liquidation of a Single Member Company is 400 EGP per copy.
Time Frame
- The processing time for the application is one business day from the day after the completed application is received.
Service Channels
The liquidation service can be accessed through two main channels:
- E-Portal: An online platform for submitting and managing documentation.
- Investor Services Center (ISC): A physical location where applicants can receive assistance with the liquidation process.
Policies and Procedures
Via the E-Portal
- Account Registration:
- Applicants must register and create an account on the electronic portal www.gafi.gov.eg to gain access to company services.
- Service Selection:
- After registration, choose the service for liquidating the company and submit the required documents for review.
- Fee Payment:
- Fees must be paid online using credit cards, and documents should be signed electronically during this process.
- Document Management:
- All modification documents will be sent to the applicant’s workspace on the portal for tracking and management.
Via Investor Services Center (ISC)
- Service Selection and Queue Management:
- Upon arrival, applicants must select the liquidation service and take a number from the queue machine for document review.
- Technical Review:
- Proceed to the relevant window at the General Department for Legal Affairs of Companies (Amendments Department) for a technical review of the application.
- Payment of Service Fees:
- Pay the service fees in cash at the ISC cash desk after the technical review.
- Document Collection:
- After processing, applicants must visit GAFI to collect the finalized documents, including the approvals required for the liquidation.
Company Amendments Services
Amendment of Single Member Company
Description
This service facilitates amendments to the structure or operations of a Single Member Company, allowing the owner to update company details in compliance with legal requirements.
Prerequisites
- Type of Company: This service applies specifically to a Single Member Company.
Required Documents
To initiate the amendment process, the following documents must be submitted:
- Owner's Decision:
- A decision by the company owner that outlines all articles to be amended, including their original and amended forms.
- Draft Articles of Association:
- A draft of the articles of association that includes both the original and amended articles, along with a preamble regarding the company.
- Copy of Existing Articles of Association:
- A current copy of the articles of association and any amendments made to date.
- Recent Commercial Registry Copy:
- An official copy of the commercial registry, dated no older than three months.
- Power of Attorney:
- A power of attorney document executed directly by the company owner (individual or legal entity), authorizing the amendment.
- Personal ID of the Applicant:
- A copy of the applicant's personal identification to verify their identity.
- Background Check:
- A background check is required if the owner is a non-Egyptian national.
- Service Fees Payment Receipt:
- A receipt showing that the required service fees have been paid.
Special Documents
Additional documentation may be required based on specific types of amendments:
- Change of Name:
- A certificate of non-confusion of the company's name.
- Change of Object:
- (a) A copy of the articles of association of the incorporated company.
- (b) Prior approval from the appropriate authorities, if necessary.
- Change of Address:
- The deed of possession for the new head office or project site.
- Capital Increase:
- A bank certificate confirming that all capital has been deposited.
- If the increase is based on budget items (profits/reserves), approval from the Economic Performance Sector is required.
- If the increase is through an in-kind share, approval from the Economic Performance Sector is also necessary.
- Capital Decrease:
- Approval from the Economic Performance Sector must be submitted.
- Auditor Changes:
- (a) Evidence of the dismissal, resignation, or appointment of the auditor.
- (b) Acknowledgment of acceptance of appointment from the new auditor.
- (c) Certificate of registration from the new auditor at the Register of Accountants and Auditors.
- Legal Advisor Changes:
- (a) Evidence of the dismissal or resignation of the legal advisor.
- (b) Acknowledgment of acceptance of appointment from the new legal advisor.
- (c) The bar association card of the new legal advisor.
Fees
- Amendment Fee: The fee for processing amendments to a Single Member Company is 400 EGP.
Time Frame
- The processing time for the application is two business days from the day after the completed application is received.
Service Channels
The amendment service can be accessed through two main channels:
- E-Portal: An online platform for submitting and managing documentation.
- Investor Services Center (ISC): A physical location where applicants can receive assistance with the amendment process.
Policies and Procedures
Via the E-Portal
- Account Registration:
- Applicants must register and create an account on the electronic portal www.gafi.gov.eg to gain access to company services.
- Service Selection:
- After registration, choose the service for amending the company and submit the required documents for review.
- Fee Payment:
- Fees must be paid online using credit cards, and documents should be signed electronically during this process.
- Document Management:
- All modification documents will be sent to the applicant’s workspace on the portal for tracking and management.
Via Investor Services Center (ISC)
- Service Selection and Queue Management:
- Upon arrival, applicants must select the amendment service and take a number from the queue machine for document review.
- Technical Review:
- Proceed to the relevant window at the General Department for Legal Affairs of Companies (Amendments Department) for a technical review of the application.
- Payment of Service Fees:
- Pay the service fees in cash at the ISC cash desk after the technical review.
- Document Collection:
- After processing, applicants must visit GAFI to collect the finalized documents, including the approvals required for the amendments.
Company Amendments Services
Change of Legal Structure of Companies
Description
This service facilitates the change of the legal structure for a joint stock company, a partnership limited by shares, or a limited liability company, ensuring compliance with regulatory requirements.
Prerequisites
- Type of Company: The service applies to:
- Joint Stock Companies
- Partnerships Limited by Shares
- Limited Liability Companies
Required Documents
To initiate the process of changing the legal structure, the following documents must be submitted:
- GAFI Committee Valuation Report:
- A report valuating the company that is applying for a change of legal structure.
- Minutes of Extraordinary General Meeting:
- Minutes reflecting approval of the valuation outcome reached by the GAFI Committee, along with the required documentation specified in the application form for ratification of the minutes.
- Recent Commercial Registry Copy:
- An official copy of the commercial registry, not older than three months.
- Powers of Attorney for Partnerships:
- Powers of attorney made directly by all partners.
- Copy of All Amendments:
- A copy of all amendments issued in relation to the company.
- Draft Contract or Articles of Incorporation and Association:
- Draft documents for the new company, including a preamble that reflects the change in legal structure.
- Personal ID of the Applicant:
- A copy of the applicant's personal identification for verification.
- Auditor’s Acknowledgment:
- Acknowledgment of acceptance of appointment from the auditor, along with a certificate of registration issued by the Register of Accountants, addressed to GAFI.
- Service Fees Payment Receipt:
- A receipt confirming that the service fees have been paid.
Additional Documents (if applicable)
- Change of Name:
- A certificate of non-confusion of the company’s name, obtainable from the Commercial Register.
- Change of Object:
- Approval from the appropriate authorities based on the company's activity, if necessary (e.g., Central Bank of Egypt, Civil Aviation Authority, Ministry of Tourism).
- Change of Location:
- The deed of possession for the project site. For companies in Sinai, an additional service application form and documents for the Sinai Development Authority must be submitted.
- Cash Increase:
- For joint stock companies and partnerships limited by shares, a bank certificate must indicate payment of at least 10% of any outstanding cash to be paid. For limited liability companies, a bank certificate must show full payment of the capital increase.
- Background Check:
- A background check form for non-Egyptian shareholders/partners and new members of the board of directors must be submitted in the event of a name, object, location change, or capital increase.
- Special Approvals:
- If any new activities require special approvals under applicable laws, such approvals from the appropriate bodies must be submitted.
Fees
- Ratification of Extraordinary General Meeting Minutes: 800 EGP per copy
- Ratification of Articles of Incorporation/Partnership and Articles of Association: 400 EGP
- Certificate of Issuance of Capital Shares (for changes to a joint stock company or partnership limited by shares): 400 EGP
Time Frame
- For Joint Stock Companies and Partnerships Limited by Shares:
- Two business days from the receipt of a completed application for a certificate of shares issuance addressed to the FRA.
- One business day after the approval of the FRA.
- For Limited Liability Companies: Two business days from the receipt of the completed application.
Service Channels
The change of legal structure service can be accessed through two main channels:
- E-Portal: An online platform for submitting and managing documentation.
- Investor Services Center (ISC): A physical location where applicants can receive assistance with the process.
Policies and Procedures
Via the E-Portal
- Account Registration:
- Register and create an account on the electronic portal www.gafi.gov.eg to access company services.
- Service Selection:
- Choose the service for changing the legal structure and provide the required documents for review.
- Fee Payment:
- Pay fees online using credit cards and electronically sign documents during this process.
- Document Management:
- All modification documents will be sent to the applicant’s workspace on the portal for tracking and management.
Via Investor Services Center (ISC)
- Service Selection and Queue Management:
- Select the service and take a number from the queue machine for document review.
- Technical Review:
- Go to the relevant window at the General Department for Legal Affairs of Companies (Amendments Department) for a technical review of the application.
- Payment of Service Fees:
- Pay the service fees in cash at the ISC cash desk after the technical review.
- Document Collection:
- For joint stock companies or partnerships limited by shares, visit GAFI after obtaining FRA approval to collect the ratified minutes of the extraordinary general meeting, articles of incorporation/partnership, and articles of association, which must be notarized and registered.
Company Amendments Services
Amendment of Sole Proprietorships Basic Data
Description
The Amendment of Sole Proprietorships Basic Data service allows sole proprietors to update and modify essential information related to their business. This could include changes in ownership details, business address, contact information, or any other data pertinent to the operation of the sole proprietorship. The service ensures that all company records are accurate and comply with legal regulations, which is critical for maintaining the legitimacy of the business and fulfilling obligations towards authorities and clients.
Prerequisites
To qualify for this service, the following prerequisite is mandatory:
- Sole Proprietorship Company: The applicant must own a sole proprietorship, which is a business owned and run by a single individual without forming a separate legal entity. This type of business structure allows for simplicity in operations but requires the owner to bear personal liability for all business debts.
Required Documents
To successfully apply for the amendment of a sole proprietorship's basic data, the applicant must prepare and submit the following documents:
- Request to Amend Sole Proprietorship:
- This document must be signed by the sole proprietor or their duly authorized attorney. It outlines the specific amendments being requested, ensuring that the intent and details are formally communicated to the authorities.
- GAFI Licensing Letter:
- A copy of the letter issued by the General Authority for Investment and Free Zones (GAFI) that licenses the incorporation of the company. Additionally, a copy of any amending letter issued in respect of the company must be included. This documentation verifies that the business has been officially registered and is legally recognized.
- Recent Official Copy of Commercial Registry:
- The commercial registry must be an official copy not older than three months. This document serves as proof of the current status and registration details of the sole proprietorship and may contain essential information such as the business name, owner details, and registration number.
- Power of Attorney:
- If the amendment request is submitted by a duly authorized attorney, a power of attorney document is required. This document must be made directly by the sole proprietor, authorizing the attorney to act on their behalf concerning the amendments to the sole proprietorship.
- Copy of the Tax Card:
- A current copy of the sole proprietor's tax card is needed, which indicates that the business is compliant with tax obligations and has registered with the tax authorities. This is crucial for ensuring that all financial and tax-related aspects of the business are in order.
- Publicity Fee Payment Receipt:
- If the documents submitted for amendment have been accepted, a receipt for the publicity fee payment must be included. This fee covers the cost of publicizing the changes made to the sole proprietorship, ensuring transparency and legality.
- Copy of the Applicant's Personal ID:
- The applicant must provide a copy of their personal identification. This verifies the identity of the sole proprietor or authorized attorney and establishes a clear link between the individual and the business.
- Background Check for Non-Egyptian Owners:
- If the sole proprietor is a non-Egyptian national, a background check must be conducted. This is a measure to verify the legitimacy and compliance of the foreign owner concerning local laws and regulations.
- Service Fees Payment Receipt:
- A receipt confirming the payment of service fees is necessary. This indicates that the applicant has fulfilled the financial obligation required to process the amendment request.
- Capital Increase Acknowledgment:
In the event of a capital increase for the sole proprietorship, the applicant must fill in and submit an acknowledgment stating that the increase is solely the liability of the sole proprietor, absolving GAFI from any financial responsibilities related to the capital increase.
11.Special Approvals for Added Objects:
- If any new activities or objects added to the business require prior special approvals under applicable laws, these approvals must be obtained and submitted alongside the other required documents. This ensures compliance with industry regulations and standards.
Fees
The cost associated with the amendment of sole proprietorship data is structured as follows:
- Amendment of Sole Proprietorship Data: 400 EGP per each copy. This fee is standard and must be paid during the application process to initiate the amendments.
Time Frame
The processing time for the amendment of sole proprietorships is as follows:
- One Business Day: The amendment request will be processed within one business day from the day subsequent to the date on which the completed application and all required documents have been duly received. This quick turnaround is designed to facilitate timely updates for business owners.
Service Channels
The amendment service for sole proprietorships can be accessed through two main channels:
- E-Portal: An online platform provided by GAFI for submitting applications and managing company documentation.
- Investor Services Center (ISC): A physical location where business owners can receive assistance and submit their amendment requests in person.
Policies and Procedures
Via the E-Portal
- Account Registration:
- The applicant must register and create an account on the E-Portal at www.gafi.gov.eg. This account will provide the authority to manage and conduct business activities on the portal.
- Service Selection:
- After registration, the user must select the specific service for amending the sole proprietorship's basic data and provide the required documents for review. The portal facilitates the submission process and allows for easy tracking of application status.
- Fee Payment:
- Fees must be paid using credit cards through the online portal. This payment method enhances convenience and ensures secure transactions. The applicant will also need to electronically sign the documents as part of the submission process.
- Document Management:
- All modification documents will be sent to the applicant’s workspace on the portal. This feature allows the business owner to track their applications, review submitted documents, and receive updates from GAFI regarding the status of their amendments.
Via Investor Services Center (ISC)
- Service Selection and Queue Management:
- Upon arriving at the ISC, the applicant must select the service and take a number from the queue machine. This queue management system organizes applicants based on their service requests and ensures efficient processing.
- Technical Review:
- After taking a number, the applicant must present their documents for review at the relevant window at the General Department for Legal Affairs of Companies (Amendments Department). Here, officials will conduct a technical review of the submitted application to ensure compliance with legal requirements.
- Payment of Service Fees:
- Once the application has been reviewed and accepted, the applicant must pay the service fees in cash at the ISC cash desk. This step finalizes the submission process and allows GAFI to proceed with the amendments.
- Document Collection:
- After the amendments have been processed, the applicant must visit GAFI to receive important documentation related to their business, including letters from the Commercial Register and the Tax Authority, as well as any publications in the gazette. This step is crucial for ensuring that all legal documents are updated and in order.
Company Amendments Services
Amendment of Articles of Joint Ventures or Limited Partnerships
Description
The Amendment of Articles of Joint Ventures or Limited Partnerships service is designed for businesses operating as joint ventures or limited partnerships to modify their articles of partnership. Amendments can include changes in partnership terms, roles of partners, business objectives, or other foundational aspects of the partnership agreement. This service ensures that the partnership's governing documents reflect current operations and comply with legal requirements.
Prerequisites
To initiate the amendment process, the applicant must meet the following prerequisite:
- Joint Venture or Limited Partnerships: The entity must be recognized as either a joint venture or a limited partnership under applicable laws, which are types of business structures involving two or more parties who agree to manage and operate a business together.
Required Documents
To successfully amend the articles of a joint venture or limited partnership, the following documents must be prepared and submitted:
- Request to Amend Articles:
- The request must detail the specific amendments to be made to the articles of the joint venture or limited partnership. It must include an acknowledgment of the validity of the information provided.
- Original Minutes of Meeting:
- The original minutes from the meeting of the partners must be included. These minutes should be signed by all partners and contain a comprehensive record of the decisions made, including the proposed amendments in both their original and amended forms.
- Original Amended Articles of Partnership:
- The amended articles must be presented in their original form and should include a preamble explaining the context of the amendments. This document outlines the changes to the partnership agreement.
- Powers of Attorney:
- Powers of attorney must be provided, made directly by all partners, authorizing the amendments to the articles of the partnership. This documentation is crucial for validating that all partners agree to the changes.
- Company’s Investment Gazette:
- The investment gazette or the articles of incorporation and the incorporating decree must be submitted. This should include attachments evidencing all amendments previously issued concerning the partnership.
- Recent Original Commercial Registry:
- A recent (maximum three months old) original copy of the commercial registry is required. This serves as an official record of the business’s registration and current status.
- Background Check on Foreign Partners:
- If the partnership includes foreign partners, a background check on those individuals must be conducted. This is essential for compliance with local regulations and to ensure the legitimacy of foreign stakeholders.
- Personal IDs of New Partners:
- A copy of the personal identification of any new partners must be provided. This is necessary for verifying the identity of all parties involved in the partnership.
- Copy of Applicant's Personal ID:
- The applicant must also provide a copy of their personal identification. This verifies the individual submitting the application and connects them to the partnership.
- Service Payment Receipt:
- A receipt confirming payment for the service is necessary. This indicates that the applicant has met the financial obligations required for processing the amendments.
Documents Required for Particular Cases
In addition to the standard required documents, additional documentation may be necessary in specific situations:
- Change of Object:
- If the partnership is changing its business objectives, all the aforementioned documents must be submitted along with the necessary approvals from relevant authorities based on the new activity. For example, if the change pertains to tourism, approval from the Ministry of Tourism may be required.
- Change of Location:
- All standard documents must be submitted alongside the deed of possession of the project site. If the partnership is located in Sinai, companies must complete the service application form and provide additional documents required by the Sinai Development Authority.
- Death of a Partner:
- In the event of a partner's death, the decree of distribution, which outlines how shares are to be allocated among the legal successors, must be submitted. Additionally, a statement from a chartered accountant confirming that the shares have been distributed according to the decree must be included.
- Capital Change Acknowledgment:
- If there is a change in capital, an acknowledgment stating that the capital increase is the responsibility of the partners (with no liability on the part of GAFI) must be filled out and submitted.
- Special Approvals:
- If any new objects or activities added to the partnership require prior special approvals under applicable laws, those approvals must be obtained and submitted.
Fees
The cost associated with the amendment of the articles of joint ventures or limited partnerships is as follows:
- Ratification of the Amended Articles: 400 EGP per each copy. This fee must be paid at the time of application to initiate the amendment process.
Time Frame
The processing time for amending the articles is structured as follows:
- One Business Day: The application for the ratification of the draft amended articles will be processed within one business day from the day after the completed application has been duly received.
- One Business Day after Notarization: Once the notarized amended articles have been received and the amending decree has been executed, the processing will also take one business day.
Service Channels
The amendment service for joint ventures and limited partnerships can be accessed through two main channels:
- E-Portal: An online platform provided by GAFI that allows for the submission of applications and management of company documentation electronically.
- Investor Services Center (ISC): A physical location where business owners can receive assistance and submit their amendment requests in person.
Policies and Procedures
Via the E-Portal
- Account Registration:
- The applicant must first register and create an account on the E-Portal at www.gafi.gov.eg. This account will facilitate access to various services and allow the applicant to manage their partnership documentation online.
- Service Selection:
- After registering, the user should select the service for amending the articles of partnership and provide all the required documents for review. The E-Portal enables easy tracking of the application status.
- Fee Payment:
- Fees must be paid via credit card through the online portal. This method streamlines the payment process and enhances security. The applicant will also need to electronically sign the documents submitted.
- Document Management:
- All modification documents will be sent to the applicant’s workspace on the portal. This feature allows for efficient management of documents, making it easy to review submitted applications and receive updates.
Via Investor Services Center (ISC)
- Service Selection and Queue Management:
- Upon arriving at the ISC, the applicant should select the service and take a number from the queue machine. This organized system ensures that applicants are processed in a timely manner.
- Technical Review:
- After obtaining a number, the applicant must present their documents for review at the relevant window within the General Department for Legal Affairs of Companies (Amendments Department). Officials will conduct a technical review to ensure compliance with all legal requirements.
- Payment of Service Fees:
- After the application has been reviewed and accepted, the applicant must pay the service fees in cash at the cash desk. This step finalizes the submission process and allows GAFI to proceed with the amendments.
- Final Steps for Document Collection:
- Following the ratification of the amended articles by GAFI, the applicant must visit GAFI to receive the draft amended articles of partnership. The applicant then needs to take this document to the Egyptian Bar Association for endorsement, followed by notarization at the Real Estate Registration and Notarization Department. Finally, the amended articles must be submitted to the General Department for Legal Affairs of Companies to complete the necessary procedures and obtain the amendment decree.
- Commercial Registry Submission:
- The applicant must return to GAFI to receive the final required documentation, which will then be submitted for entry into the commercial registry of the partnership, ensuring that all amendments are legally recognized and recorded.
Company Conversion from Operation under the Investment Law to Operation under Law No. 159 of 1981
Description
The Company Conversion from Operation under the Investment Law to Operation under Law No. 159 of 1981 service facilitates the transition of a company operating under the Investment Law to operate under Law No. 159 of 1981, which governs the establishment and regulation of joint stock companies and limited liability companies in Egypt. This conversion may be sought for various reasons, such as a change in business strategy, the desire for a different legal framework, or the need to comply with new regulations.
Prerequisites
To initiate the conversion process, the company must meet the following prerequisite:
- Company under the Investment Law: The entity must currently be operating under the Investment Law, which provides specific regulations and benefits for businesses engaged in investment activities within Egypt.
Required Documents
The following documents must be prepared and submitted to successfully convert the company:
- Request for Conversion:
- A formal request must be signed by the chairperson of the Board of Directors (BoD) or the managing director. This request must bear the company's official seal and outline the intent to proceed with the conversion process.
- GAFI Committee Valuation Report:
- A valuation report from the General Authority for Investment and Free Zones (GAFI) regarding the net equity of the company is required. This report is essential for assessing the financial health of the entity, particularly for partnerships and limited liability companies.
- Original Minutes of the Extraordinary General Meeting:
- The original minutes from the extraordinary general meeting (or the meeting of all partners in the case of partnerships) must be submitted. These minutes should document the approval for the conversion and include the necessary accompanying documentation as stipulated in the request for ratification.
- Certificate of Non-Confusion:
- A certificate confirming that there is no confusion regarding the company’s status or its ownership structure must be provided. This ensures clarity in the company’s operations and legal standing.
- Powers of Attorney:
- For partnerships, powers of attorney must be submitted to formally evidence the conversion. These documents authorize specific individuals to act on behalf of the partnership during the conversion process.
- Authorization or Power of Attorney from the BoD Chairperson:
- An authorization or power of attorney issued by the BoD chairperson, which bears the company’s seal, must be included. This document must grant the attorney the authority to give and receive documents related to the conversion process.
- Company’s Investment Gazette:
- A copy of the company’s investment gazette, along with all amendments made to it, must be submitted. This document serves as a historical record of the company’s incorporation and any subsequent changes.
- Recent Official Copy of the Commercial Registry:
- A recent (not older than three months) official copy of the commercial registry is necessary. This serves as an updated record of the company’s registration status and legal existence.
- Copy of the Applicant's Personal ID:
- A copy of the personal identification of the applicant must be provided. This is necessary to verify the identity of the individual submitting the application for conversion.
- Copy of New Articles of Association:
A copy of the new articles of association, which must comply with Law No. 159 of 1981, must be submitted. This document should be preceded by a preamble detailing the company's development since its incorporation up to the conversion date. The preamble must be signed by a duly authorized representative of the company.
- Merging through Absorption Service
- Description
- The Merging through Absorption service allows one company (the merging company) to absorb another company (the merged company), resulting in the merged company's dissolution and the transfer of its assets and liabilities to the merging company.
- Prerequisites
- To initiate the merger process, the following prerequisite must be met:
- Merging through Absorption: Both companies involved must be prepared for the merger process.
- Required Documents
- The following documents must be submitted to complete the application for merging through absorption:
- Application Addressed to the Head of the Investment Services Sector:
- A formal request signed by the chairperson of the Board of Directors (BoD) or a designated representative, requesting to initiate the merger proceedings.
- GAFI Committee Valuation Report:
- A valuation report from the GAFI Committee regarding the net equity of both the merging and merged companies.
- Minutes of the Extraordinary General Meeting:
- Minutes from the extraordinary general meeting (or meetings of all partners) of both companies, consenting to the valuation outcome. The merging company's minutes must include approval for amendments related to the merger.
- Recent Official Copy of the Commercial Registry:
- A recent (not older than three months) official copy of the commercial registry for both the merging and merged companies.
- Powers of Attorney (for Partnerships):
- If applicable, a copy of the powers of attorney related to partnerships involved in the merger.
- Copy of All Amendments and Decrees:
- Copies of any amendments or decrees issued concerning both the merging and merged companies.
- Merger Agreement:
- A merger agreement that outlines the background and development of both companies since their incorporation up to the merger date.
- Draft Amended Articles:
- The draft amended articles of the merging company, including the original and amended forms of the articles to be modified.
- Approval from the Central Bank of Egypt (CBE):
- Mandatory for banks and exchanges.
- Copy of Applicant's Personal ID:
- A copy of the personal identification of the applicant submitting the merger request.
- Additional Required Documents (if applicable)
- For specific cases, the following documents may also be required:
- Change of Name:
- A certificate of non-confusion of the company's name from the Commercial Register.
- Change of Object:
- If necessary, approvals from appropriate bodies based on the company's activity (e.g., CBE, Civil Aviation Authority, Ministry of Tourism).
- Change of Location:
- The deed of possession for the project site, with specific forms submitted for companies established in North and South Sinai and Al-Qantara Sharq.
- Cash Increase:
- For joint stock companies, a bank certificate indicating that at least 10% has been paid if there is any outstanding cash.
- Background Check on Foreign Partners:
- A background check may be required for foreign partners involved in the merger.
- Special Approvals:
- If any new objects added to the company require special approvals under applicable laws, those approvals must be submitted.
- Fees
- The associated fees for the merger process are as follows:
- Ratification of the Minutes of the Extraordinary General Meetings: 800 EGP per copy (for corporations).
- Merger Contract and Amended Articles of Association: 800 EGP.
- Certificate of Issuance of Capital Shares: 400 EGP (addressed to the Financial Regulatory Authority, FRA).
- Time Frame
- The estimated processing time for the merger service is:
- 2 Business Days: From the day after the completed application is received for the certificate addressed to the FRA for issuing merger shares.
- 2 Business Days: After the receipt of the CEO's decision licensing the merger.
- Service Channels
- The merger service can be accessed through two primary channels:
- E-Portal: An online platform for managing the merger process and submitting required documentation.
- Investor Services Center (ISC): A physical location for in-person assistance with the merger process.
- Policies and Procedures
- Via the E-Portal
- Account Registration:
- Applicants must register and create an account on the E-Portal at www.gafi.gov.eg. This account grants access to various services, including the merger application.
- Service Selection:
- After registration, applicants can select the merger service, upload required documents, and submit them for review.
- Fee Payment:
- Fees can be paid via credit card through the E-Portal. Applicants must also electronically sign the submitted documents.
- Document Management:
- All related documents will be sent to the applicant’s workspace on the portal for tracking and review.
- Via Investor Services Center (ISC)
- Service Selection and Queue Management:
- Upon arrival at the ISC, applicants should select the merger service and take a number from the queue machine for orderly processing.
- Technical Review:
- Applicants will present their documents at the relevant window in the General Department for Legal Affairs of Companies (Amendments Department) for a technical review of the application.
- Payment of Service Fees:
- After the application is reviewed and approved, applicants must pay the service fees in cash at the cash desk.
- Final Steps for Document Collection:
- Once GAFI approves the merger, the applicant must return to GAFI to collect the minutes from the extraordinary general meetings, the merger contract, the amended articles, and the CEO’s decision licensing the merger. The next steps include endorsement at the Egyptian Bar Association, notarization at the Real Estate Registration and Notarization Department, and entry into the commercial registry.
Amendment of Articles of Joint Venture or Limited Partnerships Service
Description
The Amendment of Articles of Joint Venture or Limited Partnerships service facilitates the process of modifying the articles of partnership for joint ventures or limited partnerships, ensuring compliance with legal requirements and reflecting any changes agreed upon by the partners.
Prerequisites
To initiate the amendment process, the following prerequisite must be met:
- Joint Venture or Limited Partnerships: The entities involved must be registered as joint ventures or limited partnerships.
Required Documents
The following documents must be submitted to complete the application for amending the articles of a joint venture or limited partnership:
- Request for Amendment:
- A formal request to amend the articles of partnership, along with an acknowledgment of the validity of the information provided.
- Original Minutes of Meeting:
- The original minutes signed by all partners that detail all amendments to be introduced to the articles of partnership, showing both the original and amended forms.
- Original Amended Articles of Partnership:
- The original amended articles of partnership, including a preamble.
- Powers of Attorney:
- Powers of attorney issued by all partners to facilitate the amendments to the articles of partnership, disengagement contracts, or articles of incorporation, as applicable.
- Company's Investment Gazette:
- The investment gazette or articles of incorporation and the incorporating decree, with attachments evidencing all amendments issued for the company.
- Recent Commercial Registry:
- A recent (not older than three months) original copy of the commercial registry.
- Background Check on Foreign Partners:
- A background check may be required for any foreign partners involved.
- Personal IDs:
- Copies of personal identification for new partners joining the partnership.
- Applicant's Personal ID:
- A copy of the personal ID of the applicant submitting the request.
- Service Payment Receipt:
- Receipt confirming payment of the service fees.
Additional Required Documents (if applicable)
For specific cases, the following additional documents may be required:
- Change of Object:
- If applicable, all previously mentioned documents must be submitted along with any necessary approvals from relevant authorities based on the company's activities (e.g., approval from the Ministry of Tourism).
- Change of Location:
- All previously mentioned documents must be accompanied by the deed of possession for the project site, with specific forms submitted for companies established in Sinai.
- Death of a Partner:
- If applicable, submit the decree of distribution along with a statement from a chartered accountant confirming the distribution of shares among legal successors as cited in the partners' meeting minutes.
- Capital Change:
- Acknowledgment stating that the increase in capital is the liability of the partners and that there is no liability on the part of GAFI.
- Special Approvals:
- If any added objects require prior special approvals under applicable laws, those approvals must be submitted.
Fees
The fees associated with the amendment process are as follows:
- Ratification of Amended Articles of Partnership or Joint Venture: 400 EGP per copy.
Time Frame
The estimated processing time for the amendment service is:
- 1 Business Day: From the day after the application for the ratification of the draft amended articles of partnership is received.
- 1 Business Day: From the day after the notarized amended articles of partnership are received and the amending decree is issued.
Service Channels
The amendment service can be accessed through two primary channels:
- E-Portal: An online platform for managing the amendment process and submitting required documentation.
- Investor Services Center (ISC): A physical location for in-person assistance with the amendment process.
Policies and Procedures
Via the E-Portal
- Account Registration:
- Applicants must register and create an account on the E-Portal at www.gafi.gov.eg. This account grants access to various services, including the amendment application.
- Service Selection:
- After registration, applicants can select the amendment service, upload required documents, and submit them for review.
- Fee Payment:
- Fees can be paid via credit card through the E-Portal. Applicants must also electronically sign the submitted documents.
- Document Management:
- All related documents will be sent to the applicant’s workspace on the portal for tracking and review.
Via Investor Services Center (ISC)
- Service Selection and Queue Management:
- Upon arrival at the ISC, applicants should select the amendment service and take a number from the queue machine for orderly processing.
- Technical Review:
- Applicants will present their documents at the relevant window in the General Department for Legal Affairs of Companies (Amendments Department) for a technical review of the application.
- Payment of Service Fees:
- After the application is reviewed and approved, applicants must pay the service fees in cash at the cash desk.
- Final Steps for Document Collection:
- After GAFI ratifies the draft amended articles of partnership, applicants must head to GAFI to collect the documents. They then proceed to the Egyptian Bar Association for endorsement, the Real Estate Registration and Notarization Department for notarization, and finally submit the amended articles to the General Department for Legal Affairs of Companies to complete the remaining procedures and obtain the amendment decree.
Investor Assistance Channels
The General Authority for Investment and Free Zones provides several channels to help investors resolve their issues, including:
- Central Administration for Investor Care:
- This department focuses on mediating disputes that investors encounter with various government entities through amicable means. The goal is to facilitate dialogue and find mutually agreeable solutions to conflicts, thus fostering a cooperative relationship between investors and government bodies.
- Ministerial Committee for Investment Dispute Resolution:
- Investors have the option to appeal to this committee, which plays a crucial role in mediating disputes between investors and administrative authorities. The committee's function is to reach optimal solutions that satisfy both parties.
- It issues binding decisions that are enforceable and obligate the relevant administrative authorities to comply. These decisions carry the force of executive support, ensuring that they are taken seriously and acted upon without delay.
- Importantly, while the committee's decisions are binding, they do not infringe upon the state's rights to preserve its resources. Furthermore, investors retain the right to seek judicial recourse if they believe their rights have been violated or if the outcomes of the committee do not meet their expectations.
Introduction to the General Authority for Investment and Free Zones
- Responsible for Company Establishment:
- The General Authority for Investment and Free Zones is the primary body responsible for the establishment of companies in Egypt. This role is carried out with full consideration of the provisions of the Capital Market Law and the law governing economic zones of a special nature.
- The authority is the sole administrative entity empowered to provide all establishment services, as well as post-establishment services for companies and establishments that engage in any of the activities stipulated in the Investment Law. This includes companies that are governed by the Companies Law for Joint Stock Companies, Partnerships Limited by Shares, and Limited Liability Companies, regardless of their legal form.
- Investor Services Center:
- These services can be accessed through the Investor Services Center at the authority or one of its branches. The authority is not bound by procedures outlined in other laws, and all relevant entities must adjust their operations to activate these services effectively.
- Corporate Structure:
- Each type of company has a contract and a foundational system, which are issued by a decision from the relevant minister. Additionally, each certificate of establishment issued must detail its contents in a decision made by the executive president of the authority and must be registered in the commercial registry.
- All competent authorities, banks, and related entities must recognize these certificates or models as official documents in their dealings as soon as they are issued by the authority.
- Importance of These Channels and Services
- The establishment of such comprehensive assistance channels is crucial for the investment climate in Egypt. They provide a structured framework for addressing investor concerns, which can significantly enhance the business environment by:
- Fostering Trust: By providing clear avenues for dispute resolution, the authority fosters a sense of trust among investors, which is essential for encouraging foreign and domestic investment.
- Encouraging Transparency: The procedures outlined promote transparency in interactions between investors and government agencies, helping to ensure that all parties are aware of their rights and obligations.
- Facilitating Business Operations: The ability to address conflicts amicably and efficiently allows businesses to focus on their operations rather than becoming entangled in protracted legal disputes.
- Promoting Economic Growth: By simplifying the establishment and operational processes for companies, these services help stimulate economic growth, create jobs, and improve the overall economic landscape.
- Legal Compliance: By ensuring that companies are established and operate within the legal framework, the authority helps maintain order in the marketplace and protects the interests of all stakeholders.
- Overall, the General Authority for Investment and Free Zones plays a vital role in shaping the investment landscape in Egypt, aiming to make it more attractive and accessible to investors while ensuring that their rights are protected. This holistic approach not only facilitates the growth of businesses but also contributes to the broader economic development of the country.
