Why and How to set up a Company in Egypt

Egypt, with its rich history and vibrant economy, presents promising opportunities for foreign investors looking to expand their business horizons. However, entering a new market can be a complex endeavor, and understanding the intricacies of doing business in Egypt is essential for success. In this article, we will delve deeper into the various aspects of establishing and managing a company in Egypt, providing valuable insights and guidance for prospective investors.

Conducting Market Research

Before venturing into any new market, conducting thorough market research is crucial. Egypt is a diverse country with a dynamic market, and understanding the local nuances, consumer behavior, and market trends is essential. It is advisable for foreign investors to consider setting up an initial representative office, allowing them to conduct in-depth market research without fully committing to commercial operations. A representative office can employ local staff to gather market insights and report back to the parent company, enabling informed decision-making for future business initiatives. This representative office may not engage in any commercial activities and may not invoice. Hence, it is not subject to any corporate tax but will be subject to salary tax for its employees and withholding tax.

Choosing the Right Business Structure

When establishing a legal entity in Egypt, foreign investors have several options to choose from. The most common business structures for foreign direct investment are a One Person Company (OPC), Limited Liability Companies (LLCs) and Joint Stock Companies (SAEs) as 100% of the shares can be wholly owned by foreigners. The choice of structure depends on the nature of the business and the specific objectives of the foreign company. Alternatively, for specific projects or contracts with defined purposes, establishing a branch office can be a viable option.

The Company Establishment Process

Setting up a company in Egypt involves navigating through certain legal procedures. The Egyptian government has implemented measures to facilitate foreign investments and ensure a favorable business environment. Foreign investors can own 100% of their businesses in most sectors, and the minimum requirement for establishing a company is typically having at least one shareholder. In the case of LLCs, a minimum of two partners is required while in case of SAEs a minimum of 3 shareholders is required. It is important to note that a foreign director can be appointed, except for activities that require an import license, which necessitates an Egyptian partner and director.

Import and Distribution Considerations

For foreign entities planning to import and distribute goods in Egypt, specific considerations come into play. Obtaining an import license requires meeting certain criteria, including demonstrating a minimum turnover, meeting nominal capital criteria, and having an Egyptian partner holding at least 51% of the shares. These regulations aim to ensure local participation and collaboration in import-oriented activities.

Timelines and Administrative Processes

Understanding the timelines and administrative processes involved in establishing a company in Egypt is crucial for efficient planning.
While, foreign direct investors may establish the legal entity in one working day through GAFI as the commercial registry and tax card will be issued on the same day. However, the process may take up to six months, it can vary depending on various factors as follows:

• a significant factor is the legalization of documents, which may require coordination with embassies and consulates for the legalization of documents such as power of attorney, corporate documents, and their translated versions;
• opening a bank account for the company's capital needs to deliver all corporate documents related to the ultimate business owner (UBO) which may potentially cause delays.

Efficient Branch or Subsidiary Management

Once the company is operational, efficient branch management is vital for sustained success  as clearly defining the director’s powers through the bylaws or separate agreements is recommended. Regular communication with local management, employing competent accountants, and maintaining oversight of operations are essential to maintain control and address any issues promptly.

Joint Ventures and Board Representation

In cases where foreign investors collaborate with local partners through joint ventures, establishing a board of directors plays a crucial role. The board oversees company management and decision-making processes. It is advisable for foreign shareholders to regulate their relations with their local partners by virtue of a shareholder agreement to ensure their representation on the board, allowing them to actively participate and safeguard their interests. Maintaining open lines of communication and regular meetings are fundamental for staying informed about the company’s performance.

Conclusion

Expanding into the Egyptian market holds immense potential for foreign investors. However, navigating the business landscape requires careful planning, market research, and adherence to legal procedures. By understanding the nuances of establishing and managing a company in Egypt, foreign investors can unlock new business opportunities and forge successful ventures in this dynamic market. With the right approach and strategic decisions, Egypt can prove to be a rewarding destination for those seeking growth and expansion

Would you like to know more?

Watch the video of this Episode here.