How to Incorporate a Limited Liability Company in Egypt
Our full range of company secretarial services will make the initial setting up and management of your company straightforward. The services we provide permit non-residents the opportunity to incorporate a company in Egypt.
The founding shareholders of the company must submit an application to the Egyptian government requesting permission to incorporate a limited liability company; the ministerial decision implementing the Commercial Companies Law outlines the mandatory provisions that must be included in the Memorandum of Association. We then draft your Memorandum and Articles of Association with the principle objectives clause specifically drafted for your new company.
The trade name of the limited liability company is usually derived from its object, but it may also include the name of one or more of its partners, it must also include the words ‘Limited Liability Company’. Certain words are prohibited, such as names suggesting the patronage of any Government or country. After you have submitted the name of your Limited Company to us, we will check your proposed name for availability at the registry and we can often obtain approval within several hours. Once chosen, a name may be reserved for 10 days.
The company is incorporated once it is registered in the Commercial Register and the incorporation process typically takes around one week.
Formacompany has over 20 years’ experience forming companies in Egypt and across the world, and our staff will be available to offer advice and support through the entire incorporation process, from initially selecting a suitable company name through to finally commencing taxable activities.
What you need to set up a Limited Liability Company in Egypt
To begin incorporation of your limited company we will require the following:
- Your company name
- The full name, date of birth, address and nationality of all directors
- The full name and address of all shareholders
Documents you are required to provide:
- Proof of identity (passport, national identity card, photographic driving licence).
- Proof of residential address (gas/electricity bill or credit/debit card bank statement dated within the last three months)
- All LLCs must have a registered agent and a registered office. The registered office is where documents may be legally served on the company and where you are required to maintain a Register of Partners; this register must contain:
- The names, nationalities, domiciles and occupations of the partners
- The number of shares owned by each partner
- The sum paid for the shares by each partner
- The assignment or transfer of shares and related relevant information.
- A registered office is included as part of our Standard Company Formation Package.
Share Capital Requirements
- The minimum issued share capital of a LLC is 1000 EGP
- The share capital must be fully paid up at incorporation
- Shares must be of equal value and cannot have a nominal value, no share certificates are issued for LLC
- A minimum of two founding shareholders is required and a maximum of fifty shareholders is permitted
- Shareholders wishing to transfer their shares in a LLC must first offer them to existing shareholders
- The Statutes of a LLC may prohibit any transfer of shares unless approved by the other shareholders
- The management of a limited liability company may be assigned to one or more directors. At least one director must be of Egyptian nationality. Directors must be named in the Memorandum of Association but they do not need to be shareholders.
- Directors may be appointed for a definite term, which must be specified in the Memorandum of Association, or for an indefinite term.
- Directors have full authority to represent the company unless such authority is limited by the Memorandum of Association.
- A foreign owner, to be the sole director, must obtain a residence visa and his paid up capital should not be less than €19,000.
- If the number of the shareholders of a limited liability company exceeds ten, the appropriate bodies should form a supervisory board consisting of at least three of them. The supervisory board has the right to check the accounting records of the company, ask the directors to provide reports upon request, count the company’s cash and other assets, and review the company’s financial statements before being submitted to the general meeting.
Ready Made Companies
- Shelf companies are not permitted in Egypt as the founding shareholders of every LLC need to apply to the government for specifically granted permission to incorporate
What is included in our service
Our Limited Liability Company services in Egypt includes:
- Preparing your Memorandum and Articles of Association and other mandatory documents required to register your limited company.
- Paying all capital duties and registration fees.
- Lodging documentation with the Companies Registration Officer.
If you opt for our Corporate Services Package we can also provide a Registered Office and resident Company Secretary for your limited company.
What you receive after setting up your new business
The set of corporate documents for an LLC in Egypt will always include:
- Minutes of the first inaugural meetings (showing all appointments of officers and allocations of shares)
- Copies of the Memorandum of Association and Articles of Association
- Original Certificate of Incorporation
Additional documentation may include special powers of attorney and additional corporate resolutions.
Advantages to Setting up a Limited Liability Company in Egypt
- A Limited Liability Company limits the risk to which all stakeholders are exposed. Trading as a Limited Liability Company limits the risk to which all stakeholders are exposed. A limited company is a legal form of a business organisation, which is classed as an entity that is separate and distinct from the individuals who run it; for sole traders and for people in partnerships, the individuals’ personal assets are at risk if there is a claim against the organisation but shareholders in a limited liability company are only liable to lose the value of the share capital to which they subscribe.
- An Egyptian LLC requires only one director. At least one director must be of Egyptian nationality but there are no nationality or residence restrictions on the other directors. The director can be a person or a corporation and nominee directors are allowed; we can provide you with a nominee director if required.
- An Egyptian LLC can be 100% foreign owned. There are no nationality or residency restrictions on shareholders. Shareholders can be individuals or corporate entities.
- It is very quick to incorporate an Egyptian LLC. It takes only one week to complete the incorporation process.
- A Limited Liability Company has a greater ability to raise finance. Egyptian LLCs have flexible borrowing powers and can raise capital by selling shares, however, a partner can only sell his shares to outsiders if he has already offered them to the other partners and they have declined to buy them after having being given a period of no less than one month.
Important Information about Incorporating a Limited Liability Company in Egypt
- If a foreign partner in a limited liability company wishes to repatriate his capital out of Egypt, he has to sell his shares or liquidate the company (if he actually owns all or most of it), deposit the proceeds of sale or liquidation in an account at one of the accredited banks in Egypt, and the bank will realise the required repatriation of the funds, free of any taxes or duties.
- A limited liability company which has a share capital equal to or exceeding the minimum share capital of a closed joint stock company (i.e. 250,000 EGP, approximately €32,000) has to allocate at least 10% of the profit to be distributed among its partners to its employees as profit sharing, but with a maximum of 100% of their annual salaries.
- An LLC in Egypt may not engage in the activities of insurance, banking, savings, deposit taking or the investment of funds on behalf of third parties