Country：埃及 · Entity Incorporation
Egypt · Entity Incorporation
The mainstream Egyptian entity forms are the limited liability company (LLC) and the joint stock company (JSC), both allowing 100% foreign ownership (except restricted industries). The LLC has no hard minimum registered capital requirement but must be fully paid before registration, and at least one Egyptian manager must be appointed; the JSC has a minimum issued capital of EGP 250,000, paid in installments, with a board of at least three directors. Registration is handled via GAFI/the Digital Egypt platform, taking about 20 working days on average.
Key points
- LLC (limited liability company): 2–50 shareholders, 100% foreign ownership allowed, no statutory minimum capital but must be fully paid in, at least one Egyptian director or manager required (some sources cite a minimum of EGP 50,000; figures vary).
- JSC (joint stock company): at least 3 promoters, minimum issued capital EGP 250,000 (10% at incorporation, 25% within 3 months, 100% within 5 years), board of at least 3 directors.
- Representative office (RO): limited to market research, no business activities.
- 100% foreign ownership allowed, but retail requires local shareholding of at least 30% and finance is capped at 49% foreign.
- Registration via GAFI/Digital Egypt platform; foreign documents require Egyptian embassy certification and Arabic notarization.
Procedure
- Name check (submit 3–5 alternative names approved by GAFI).
- Draft and notarize the Arabic articles of association.
- Open a verification account and deposit capital (where applicable).
- Submit materials to the Commercial Registry and obtain the commercial registration certificate.
- Complete tax registration and obtain the 14-digit tax number (TIN) and VAT number.
- Complete social security registration and open a bank account.
Hard requirements
- At least one Egyptian manager (LLC); a fixed local business address; notarized and certified documents.
Costs
Name approval approx. EGP 500; commercial registration fee approx. 0.1% of registered capital (cap EGP 50,000); notarization and advisor fees.⏱ ⏱ Timeline：About 20–45 working days (can shorten to ~30 days with complete documents).⚠ Common risks
- Failure to appoint an Egyptian manager makes the LLC non-compliant.
- Registered capital requirements vary (EGP 50,000 vs no floor); GAFI's latest requirements prevail.
- Document certification delays.
Handbook
📘 Step-by-Step Handbook (with owner / timeline / cost / penalties)
Applies to：Chinese companies establishing an operating entity in Egypt, mainly the LLC or JSC, including 100% foreign ownership; not for representative offices (RO) or special free-zone vehicles.
Prerequisites
- Entity type (LLC/JSC) and foreign shareholding ratio determined; confirm whether restricted-industry local shareholding requirements apply.
- At least 1 Egyptian director or manager secured (mandatory localization requirement for limited liability companies).
- A fixed commercial registration address in Egypt confirmed (lease contract or title certificate).
- 3–5 Arabic alternative names prepared, avoiding confusion with existing registrations.
- If held by a Chinese parent: domestic ODI filing completed (see ODI dimension) before remitting capital.
- Foreign shareholder/director documents planned for Egyptian embassy certification and Arabic notarization.
| Step | Action | Owner | Timeline | Cost | Official form / system | Notes & penalties |
|---|---|---|---|---|---|---|
| 1 | GAFI e-Portal registration and name reservation. | Applicant or local advisor | 1–3 working days | Name non-confusion certificate approx. EGP 500 (per GAFI published rates) | GAFI e-Portal account registration and name application (5 alternative names) | Penalty：Names with restricted words or confusion with existing registrations are rejected and delayed. |
| 2 | Obtain an e-signature. | Applicant or ITIDA-authorized entity | 1–3 working days | E-signature certificate fee (per authorized entity quote) | Apply to ITIDA-licensed e-signature providers (e.g., Egypt Trust, MCSD) | Penalty：Without an e-signature, online submission and signing of incorporation documents is blocked. |
| 3 | Draft and notarize the Arabic articles of association. | Local lawyer or notary | 3–7 working days (including embassy certification transfer) | Notarization and embassy certification approx. EGP 500–1,000; lawyer drafting fees separate | Articles of Association, shareholder/director powers of attorney | Penalty：Articles not notarized in Arabic or POAs not certified cause application rejection. |
| 4 | Open a verification account and deposit registered capital. | Authorized bank | 2–5 working days | Bank account opening and verification fees (per bank) | Bank deposit certificate (capital must flow in via lawful foreign-exchange channels) | Penalty：Capital not remitted per rules or not fully paid in time affects commercial registration and licensing. |
| 5 | Submit the establishment application to GAFI and pay fees. | GAFI (online or investor service center window) | About 1 working day review with complete documents | Commercial registration fee approx. 0.1% of registered capital (cap EGP 50,000); GAFI fees separate | GAFI e-Portal establishment application / ISC window Form 1-type documents | Penalty：False information can lead to registration revocation and penalties. |
| 6 | Obtain the commercial registration certificate, tax number, and social security number. | GAFI (integrated processing) | Issued within 1 working day after establishment | Included in registration fees | Commercial Register certificate, 14-digit tax number (TIN), social security registration number | Penalty：Failing to obtain the tax number in time affects invoicing and filing compliance. |
| 7 | Tax registration and formal bank account opening. | Egyptian Tax Authority (ETA)/authorized bank. | Tax registration linked with company registration; formal bank account opening 2–4 weeks. | Bank opening mostly free; VAT registration at threshold. | ETA tax registration, VAT registration (required when annual turnover exceeds EGP 540,000), bank customer due diligence (KYC). | Penalty：Failing to register VAT at threshold, or banks refusing shell companies without business substance. |
✅ Self-check list
⚠ Common pitfalls
No Egyptian director/manager appointed影响：LLCs are legally required to have at least 1 Egyptian manager; missing it makes registration non-compliant with penalties.规避：Secure a qualified Egyptian director or manager before establishment and record it with GAFI.
Registered capital figures inconsistent (EGP 50,000 vs no floor)影响：Conflicting information; preparing capital for the wrong floor causes delays.规避：Follow GAFI's latest requirements and the chosen entity type; JSC must meet the EGP 250,000 minimum issued capital.
Foreign documents submitted uncertified影响：Documents not accepted; applications returned and delayed for weeks.规避：All foreign shareholder/director documents must be certified by the Egyptian embassy with Arabic notarized translations.
Name confusion with existing registrations or restricted words影响：Rejection and re-processing of name certificates stall the whole process.规避：Check names with GAFI in advance and prepare multiple alternatives, avoiding sensitive/restricted words.
Restricted industries without local shareholding (e.g., retail ≥30%, finance ≤49%)影响：Registration blocked or equity structure must be changed.规避：Clarify industry access rules first, reserve a local partner, or apply for encouraged-class exemptions.
Remitting capital without ODI filing影响：SAFE deems it a violation, affecting profit repatriation and future compliance.规避：The Chinese parent must complete NDRC, MOFCOM, and SAFE ODI filing (see ODI dimension) before injecting capital.
📅 Ongoing post-incorporation obligations
- Maintain updated registration documents and follow-up service applications per GAFI CEO Decree No. 270/2023.
- Foreign-shareholding companies must file periodic GAFI FDI quarterly reports.
- JSCs require annual audit and disclosure; LLCs require mandatory audit when reaching scale or specific conditions.
- Handle tax filings and information-change filings regularly (name, address, directors, capital).
- File VAT monthly (quarterly for small businesses); only e-invoices qualify as pre-tax deduction evidence.
- Maintain a valid Egyptian manager and domestic registered address.
🔗 Official portals
📎 Source：General Authority for Investment and Free Zones (GAFI, gafi.gov.eg); Companies Law 159/1981 and amendments; Investment Law 72/2017
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