Corporate Law in Egypt: A Guide for Foreign Investors

Egypt’s business landscape is shaped by a rich legal tradition and modern reforms. As a foreign investor considering entry into Egypt, understanding the country’s corporate law framework is crucial. Egyptian corporate law is governed by a constellation of statutes and regulations, including the Companies Law (Law No. 159 of 1981) and Investment Law (No. 72 of 2017), among others. These laws define how businesses are structured, managed, and regulated in Egypt. Below, we provide an in-depth overview of corporate law in Egypt to help foreign investors navigate the legal landscape, covering everything from company formation to governance, compliance, taxation, and dispute resolution.

Governing Legislation in Egypt

Egypt’s corporate legal framework is anchored by the Egyptian Companies Law No. 159 of 1981, which (as amended) sets out the forms of legal entities that may operate in the country. This law covers incorporation, governance, and dissolution of commercial companies (including Joint-Stock Companies and LLCs). Other key statutes include:

• Investment Law No. 72 of 2017, which provides guarantees and incentives for domestic and foreign investors (such as non-discrimination and residency permits) and streamlines licensing procedures.

• Capital Market Law No. 95 of 1992, which regulates securities markets and the rules for publicly listed companies.

• Corporate Governance Rules, including GAFI and FRA guidelines and the Egyptian Exchange listing rules (e.g., Egypt’s Corporate Governance Code for listed companies).

• Sector-specific laws and executive regulations, such as banking, insurance, telecoms, and anti-money laundering rules.

Together, these sources form a hierarchy of legal obligations. The General Authority for Investment and Free Zones (GAFI) and the Financial Regulatory Authority (FRA) are the primary regulators overseeing corporate registration and governance, particularly for new investments and listed companies. (Egypt also has specialized norms like the Non-Banking Financial Activities Governance Rules and sector licenses that may apply depending on your industry.)

Types of Business Entities in Egypt

Foreign and local investors in Egypt can choose from various corporate forms, depending on their needs. The most common entity types include:

• Joint Stock Company (JSC) – Known in Arabic as Sharikat Musahama. A JSC’s capital is divided into shares. It must have at least three founders (individuals or companies) and a board of directors. JSCs can offer shares to the public (if meeting minimum capital requirements). This is the typical structure for larger enterprises and public companies.

• Limited Liability Company (LLC) – Known as Sharikat al-Mas’uliyah al-Mahdudah. An LLC can be formed by as few as two shareholders (or even one, as one-person companies are permitted). Shareholders’ liability is limited to their capital contribution. LLCs have simpler governance (usually managed by one or more managers rather than a full board) and are common for small and medium-sized businesses.

• One-Person Company (OPC) – This is an LLC owned by a single individual or corporate entity (added by law in recent years). It provides the simplicity of an LLC for solo entrepreneurs, with full control and limited liability.

• Branch of a Foreign Company – A foreign corporation may operate in Egypt through a branch office, which is not a separate legal person but an extension of the parent company. Branches must register with the Egyptian Commercial Register and typically deposit capital for local operations. They are often used for foreign suppliers or contractors conducting specific projects in Egypt.

• Limited Partnerships and Partnerships by Shares – Sharikat al-Tadamun (general partnership) and Sharikat Tawsiya (simple limited partnership) exist for small ventures. A Sharikat Musahama bi al-A’sham (joint partnership by shares) is a hybrid form. These are less common today but still permitted.

• General Partnership – Sharikat al-Tadamun al-‘Aam involves partners fully liable for all business obligations. This structure is rare today except for very small firms, as the Companies Law has largely supplanted simple partnerships with LLCs.

• Representative Office – A foreign company can open a representative office in Egypt for marketing or research; however, such offices cannot conduct revenue-generating business and must be registered with GAFI.

Each entity type has different capital requirements, governance rules, and statutory formalities. For example, an LLC can be incorporated without the founders physically depositing capital at GAFI (the capital must later be deposited and certified), whereas a JSC requires a full subscription of its share capital at incorporation. The minimum capital for a JSC is typically EGP 250,000 (raised to EGP 500,000 if offering shares to the public). LLCs have a minimal capital (as little as a few hundred Egyptian Pounds for one-person companies), though higher capital is common in practice.

Key Points (Entity Types):

• JSC: Shareholders, board-managed, suitable for large or public companies.

• LLC: Few founders, manager-managed, lower capital, private companies.

• OPC: Single-shareholder LLC with limited liability.

• Branch/Representative: Ways for foreign firms to operate locally without forming a new corporation.

• Partnerships: Limited vs general partnerships (mostly smaller ventures).

Corporate Governance in Egypt

Egyptian companies must adhere to governance standards drawn from both law and regulator-issued codes. For Joint Stock Companies and other corporations, governance requirements include:

• Board of Directors: JSCs must have at least three directors, one of whom becomes the chairman (and possibly managing director). LLCs and OPCs typically have one or more managers. Directors owe fiduciary duties to the company and all shareholders. Certain individuals (e.g. public officials without ministerial approval) cannot serve as directors, and anyone convicted of financial crimes is barred.

• Female Board Representation: The law mandates that at least 25% of board seats (or two directors) in listed companies and non-banking financial firms be held by women.

• Non-Executive and Independent Directors: While not always mandatory for privately held companies, listed firms under FRA rules must include independent and non-executive directors. These directors should devote sufficient time and not have conflicts with other interests.

• General Assemblies: Companies must convene an Ordinary General Assembly (OGA) each year to approve financial statements and appoint auditors, and an Extraordinary General Assembly (EGA) for fundamental changes (amending bylaws, capital, mergers, liquidation). Under Companies Law Art. 182, decisions of the OGA and EGA (with required quorum) are binding. Directors typically call and chair these meetings.

• Dividend Policy: The Companies Law caps board remuneration at 10% of net distributable profits, subject to at least 5% of capital being paid as dividends first. The General Assembly decides on dividends (minimum 5% by law) and director pay.

• Accountability and Reporting: By law, companies must prepare annual financial statements and a board report. An annual report (for both listed and many private corporations) must summarize the board’s narrative, financial statements, and other material information for stakeholders. Listed companies have additional requirements: they must regularly disclose financial and material events to the Egyptian Exchange and FRA.

• Shareholder Protections: The law explicitly protects minority shareholders. For example, the Companies Law prohibits any general assembly resolution that unfairly prejudices shareholders’ core rights. A transaction that benefits or harms specific shareholders can be annulled. Minority shareholders (often those holding at least 10%) may require a special quorum for certain decisions, and may challenge actions that violate their interests. Additionally, directors and controlling shareholders owe a fiduciary duty to act in the company’s best interests.

• Corporate Governance Code: Beyond law, Egypt has a voluntary Corporate Governance Code (FRA/Egyptian Exchange) providing best practices, and listed companies must follow stock exchange governance rules (e.g., audit committee, related-party transaction approvals). The Financial Regulatory Authority issued specific governance rules for non-bank financial firms (FRA Decree 100/2020 and amendment 167/2023) which include disclosure and board requirements.

In practice, GAFI and the FRA (for financial firms) enforce corporate governance norms. Recent reforms have eased procedural hurdles, e.g., allowing virtual general meetings and simplified documentation approval, to improve compliance and attract FDI.

Company Formation and Incorporation

Setting up a company in Egypt involves several steps governed by the Companies Law and managed by GAFI (formerly the General Authority for Investment). The exact process depends on the entity type, but a typical incorporation procedure for an LLC or JSC is as follows:

1. Name Reservation: Obtain a “non-confusion” certificate from GAFI. This confirms the proposed name is unique and not already registered.

2. Power of Attorney: If founders cannot attend in person, each must notarize a power of attorney in favor of a local lawyer to handle registration.

3. Draft Articles and Bylaws: Prepare the company’s Articles of Association based on GAFI’s model form. These must be approved and notarized by the Egyptian Bar Association.

4. Capital Deposit (if required): Open a corporate bank account. For a JSC or OPC, deposit the required share capital (e.g., at least EGP 250,000 for a JSC, or any minimum for OPC). The bank will issue a deposit certificate.

5. Appointment of Auditor: Select a certified auditor (typically an Egyptian auditor) and obtain an acceptance letter.

6. Submit Incorporation Documents: File all documentation with GAFI (it can be done online). Documents include the Articles, founders’ IDs, bank certificate, audit letter, etc.

7. GAFI Review: GAFI will review and may request additional documents. Once satisfied, GAFI issues a Certificate of Incorporation.

8. Commercial Registry: The company is simultaneously registered in the national Commercial Register. Within weeks, an extract (the Commercial Registry certificate) is issued for public record.

9. Tax and Social Registration: Newly incorporated companies must register with the Egyptian Tax Authority to obtain a tax identification number, and with the Social Insurance Authority for any employees.

Foreign founders should note that any non-Egyptian shareholder or manager must obtain security clearance from the relevant agency, and notarized foreign documents must be legalized at an Egyptian consulate and translated into Arabic. Overall, GAFI’s current electronic platform and one-stop-shop offices aim to streamline the process, typically completing LLC incorporation in 1–2 weeks under normal conditions.

Regulatory Approvals and Sector Requirements

Beyond corporate registration, businesses in Egypt often need additional permits depending on their industry:

• Sectoral Licenses: Certain industries are regulated by specific authorities. For example, a bank needs a license from the Central Bank of Egypt; an insurance company from the Financial Regulatory Authority (Insurance Sector); a telecommunications provider from the National Telecommunications Regulatory Authority; a pharmaceutical or food manufacturer from the Ministry of Health (and the Egyptian Drug Authority or Food Safety Authority); an electricity producer from the Electric Utility and Consumer Protection Regulatory Agency; etc. Obtaining these licenses often requires the entity to be set up as an Egyptian company or JSC and to meet capital and technical qualifications.

• Import/Export Registration: Companies engaged in import or export may need to register with the Import/Export Directorate and hold relevant permits. Historically, only Egyptian nationals could register import companies, but laws have relaxed that over time. (Notably, recent reforms have even allowed full foreign ownership of import enterprises for a limited period.)

• Commercial Agency: Foreign manufacturers wishing to appoint local distributors must comply with the Commercial Agencies Law (No. 120 of 1982), which mandates that commercial agency registrations be exclusively owned by Egyptians.

• Investment Certificates: Under the Investment Law, projects may apply for an investment certificate from GAFI to access certain tax or customs incentives. Projects in industrial parks or free zones also require GAFI approval for zone benefits.

• Environmental/Health Approvals: Projects with environmental impact require an Environmental Impact Assessment (if above thresholds) from the Egyptian Environmental Affairs Agency. Employers must register with the Ministry of Manpower (for labor compliance) and the Social Insurance Authority.

• Data Protection: While Egypt has no comprehensive data protection law yet, tech and telecom firms should comply with any applicable industry guidelines regarding personal data.

Finally, Egyptian companies must comply with annual maintenance requirements. They must hold the ordinary general assembly meeting and approve accounts each year, and every five years must renew the commercial registration (pay a renewal fee at GAFI). Failure to maintain filings or licenses can lead to penalties or cancellation of the company.

Due Diligence and Disclosure Obligations

Foreign investors in Egypt often conduct thorough due diligence before transactions. Key considerations include:

• Corporate Records: Companies’ registration data (shareholders, capital, bylaws, board) are publicly filed at GAFI’s Commercial Registry. Parties can verify this information. Foreign acquirers usually obtain audited financial statements, contracts, IP registrations, and verify compliance with sector licenses during M&A due diligence.

• Competition Clearance: For large deals, due diligence must include antitrust compliance. The Egyptian Competition Law (Law 3/2005) requires pre-notification for mergers if the transaction creates an “economic concentration” exceeding turnover thresholds. As of recent rules, deals above certain revenue levels must get pre-closing approval from the Egyptian Competition Authority.

• Disclosure: Listed companies have strict disclosure obligations. The Capital Market Law mandates that any person acquiring more than 5% of a listed company’s shares must notify the company, and thresholds at 10%, 25%, etc., trigger additional disclosures to the EGX and FRA. For public tender offers, the FRA enforces detailed timing rules. Conversely, unlisted private companies have no mandatory public disclosure of share sales or ownership changes (other than required regulator filings).

• Insider Trading: Directors and insiders of listed firms must report their trades in company stock, with thresholds of 3% and higher requiring notification to the exchange.

• Annual Reporting: By law, all companies must have their accounts audited annually, and the general assembly must approve the financials. Listed companies must publish summaries of their annual accounts in newspapers and file full reports with regulators. The corporate governance framework in Egypt explicitly requires an “annual report” summarizing the board’s report and financial statements for shareholders.

• Transparency: Egyptian law prohibits undisclosed related-party transactions, and GAFI/FRA scrutinize such deals for fairness. Public companies in particular must reveal material agreements and insider dealings under EGX rules.

• Due Diligence Documentation: In a sale process, the target may provide a virtual data room. Unlike some jurisdictions, Egyptian law does not impose a mandatory disclosure document for private company sales, but any misrepresentation could engage liability under general contract or penal law for fraud.

Good due diligence also checks compliance with labor laws, real estate ownership records, and any contingent liabilities like litigation or tax audits. Overall, foreign investors should account for Egypt’s layered regulatory framework and plan ample time for any necessary approvals or stakeholder notifications.

Corporate Compliance and Regulatory Obligations

Operating a company in Egypt comes with ongoing compliance duties. Key obligations include:

• Statutory Filings: Companies must update GAFI with any changes in shareholder structure, capital, registered office, or board members. Share transfer deeds, capital increases, and mergers require notary documentation and GAFI registration. The Commercial Register must be renewed every five years.

• Financial Reporting: All companies (including LLCs) must keep accounting books in Arabic and prepare annual financial statements. These must be audited (for capital companies, an independent auditor is mandatory) and filed with the tax authority as part of the annual tax return. For JSCs, an English version of accounts is not required unless requested by lenders.

• Corporate Meetings: Companies must hold an annual Ordinary General Assembly (OGA) to approve accounts and appoint directors. An Extraordinary General Assembly (EGA) is required for changes to the bylaws or for major decisions (mergers, dissolution, etc). Notice of meetings must comply with Companies Law rules on timing and quorum.

• Tax & VAT Compliance: Businesses must register for tax within two weeks of starting operations, obtain a tax ID, file periodic tax returns, and withhold taxes when required (e.g., on employee salaries). The standard VAT rate is 14%; companies above the VAT registration threshold (currently EGP 500,000 annual turnover) must charge VAT on sales and remit it to the government on monthly/quarterly returns.

• Payroll and Social Insurance: Employers register with the Social Insurance Authority and the Health Insurance Organization to report and pay employee social security contributions (around 26% of salaries, split between employer and employee).

• Labor Law: Employers must adhere to the Labor Law regarding working hours, minimum wage, contracts, safety, and termination procedures. Contracts must often be in Arabic and comply with statutory benefits.

• Competition Law: Egyptian law prohibits cartels, abuse of dominance, and unfair practices. Companies must avoid anti-competitive clauses in contracts (price-fixing, market allocation, etc.). Large deals may require prior approval by the Egyptian Competition Authority.

• Anti-Money Laundering (AML): Financial institutions and certain designated businesses (e.g. real estate, precious metals dealers) must comply with Egypt’s AML regulations (e.g. Law 80/2002 and its updates) by performing customer due diligence and reporting suspicious transactions.

• Anti-Corruption Compliance: Egypt’s Penal Code (Articles 103-111) criminalizes bribery and corruption in both the public and private sectors. Companies should implement anti-corruption controls because offering or receiving bribes can lead to severe penalties.

• Data and Privacy (emerging): While Egypt has no comprehensive data protection law, the Cybercrime Law and sector regulations (e.g. healthcare) impose some privacy requirements. Firms should secure sensitive personal data to minimize risk of penalties.

• Miscellaneous Regulations: If involved in e-commerce, telecom, or media, separate licensing by NTRA or other bodies is needed. Food and pharma businesses need approvals from the FDA.

In summary, Egyptian corporate compliance encompasses corporate law formalities, tax/VAT filings, labor and social security contributions, and adherence to specific laws in sectors of operation. Non-compliance can result in fines, suspension of business licenses, or even criminal liability (especially for tax evasion or bribery). Engaging local legal counsel and accountants is recommended to stay up-to-date, as regulatory expectations (like electronic invoicing introduced by Ministry of Finance) evolve frequently.

Corporate Taxation

Taxation is a major consideration for any company in Egypt. The corporate income tax regime includes the following obligations:

• Corporate Income Tax: Resident companies (including Egyptian subsidiaries of foreign firms) are taxed at a flat rate of 22.5% on their net profits. Non-resident entities are taxed on Egypt-sourced income, typically through a permanent establishment (PE) in Egypt. Notably, certain state enterprises (like the Suez Canal Authority) and oil exploration companies face higher rates (around 40%).

• Withholding Tax (WHT): Egypt applies WHT on various payments to non-residents. For example, dividends paid by an Egyptian company are subject to a 5% WHT if the shares are listed on the Egyptian Exchange, and 10% if unlisted. Interest paid to foreigners is generally taxed at 20%, though bilateral treaties may reduce this rate. Royalties to non-residents are subject to 20% WHT.

• Value-Added Tax (VAT): The standard VAT rate in Egypt is 14% (abolished the old advertising stamp tax). Most supplies of goods and services by businesses are VAT-able. Companies exceeding the VAT registration threshold (currently EGP 500,000 annual turnover) must register for VAT, charge it on sales, and remit it via monthly/quarterly returns.

• Social Contributions: Employers contribute a portion of employees’ salaries to the Social Insurance Fund and Health Insurance (around 18% by the employer plus ~8% from employees). Compliance with social security laws includes registration and timely payments.

• Stamp Tax: Historically, Egypt imposed stamp duty on share transfers and certain transactions. Recent reforms have reduced these: trading of shares on the stock exchange is now exempt from stamp tax, and private share sales incur a minimal stamp fee (0.125% for non-residents).

• Transfer Pricing: Egypt has thin capitalization rules (interest restrictions) and both general anti-avoidance and sector-specific rules (e.g. finance leasing, banking) to ensure transactions between related parties are at arm’s length. Documentation requirements apply to related-party dealings.

• Tax Return and Payment: Companies file an annual tax return within 4 months after fiscal year-end. Quarterly provisional tax payments are required (with reconciliation upon final return). Late filing and payment penalties can be severe.

• Incentives: Under the Investment Law, approved projects may qualify for incentives: customs exemptions on imported capital goods, sales tax reductions, and possibly tax exemptions for a period (via a “tax holiday” for certain high-priority investments). Companies in qualifying free zones enjoy customs and income tax benefits.

• Double Taxation Treaties: Egypt has treaties with many countries to avoid double taxation. Generally, treaty provisions can reduce withholding tax rates and provide relief for foreign taxes on Egyptian income.

In summary, Egyptian corporate tax obligations include paying 22.5% on profits, complying with withholding taxes on cross-border payments, charging VAT at 14%, and fulfilling payroll and other social contributions. Firms in specialized industries (e.g. extractives) face different tax rates, but incentives under the Investment Law may reduce effective tax burdens for qualifying projects. Each company should consult with Egyptian tax advisors and accountants to ensure full compliance, as the tax code and regulations (including recent laws like 2023’s updates) can be complex.

Corporate Dispute Resolution in Egypt

Disputes in the business context may be settled either through the Egyptian court system or by arbitration:

• Courts: Egypt’s court hierarchy includes first-instance courts (usually the Courts of First Instance with special commercial circuits), Courts of Appeal, and the Court of Cassation. In 2008, the Cairo Economic Court was established to handle major commercial matters (capital markets, investment, intellectual property, etc.) more efficiently. Many general commercial disputes (contract breaches, shareholder disputes) still start in ordinary courts. Egyptian civil procedure is inquisitorial and can be slow; recent reforms aim to introduce electronic filing and reduce delays.

• Arbitration: Egypt is generally arbitration-friendly. In 1994, Egypt enacted Arbitration Act No. 27 of 1994 based on the UNCITRAL Model Law. This law governs arbitration “administered in Egypt” and can also apply to foreign arbitrations if the parties so choose. The Cairo Regional Centre for International Commercial Arbitration (CRCICA) is a leading arbitration center offering institutional rules and facilities. In practice, parties often specify either domestic arbitration (CRCICA) or international forums (e.g., ICC or ICSID) in their contracts.

• Recognition of Awards: Egypt is a signatory to the New York Convention (since 1959) and the ICSID Convention (since 1972). This means foreign arbitral awards (and investor-state ICSID awards) are enforceable in Egyptian courts, subject to limited grounds (public policy, due process). Egyptian courts have shown a pro-enforcement stance: awards are typically enforced without re-examination of merits.

• Court Enforcement: If arbitration is not chosen or fails, Egyptian litigation applies. Commercial cases may involve multiple hearings, evidence presentation, and appeals. Interim remedies are limited (for example, courts can order asset seizure as security, since arbitration in Egypt does not provide interlocutory relief).

• Judicial Trends: Recent court rulings emphasize upholding arbitration agreements and outcomes. For example, appellate courts have refused to allow arbitration clauses to be ignored. Notably, Egypt has allowed the arbitration of some traditionally public matters (e.g., certain tax and customs disputes) under expanded legal rules.

In summary, corporate disputes in Egypt can go to specialized economic courts or be arbitrated. The arbitration process (domestic or international) is well-supported by law, and Egypt’s treaty commitments make it generally safe for foreign investors to resolve disputes through arbitration. However, engaging local legal counsel is advisable due to procedural differences from other jurisdictions.

Foreign Investment and Corporate Law

Foreign investors in Egypt are legally treated in parity with Egyptians, subject to sectoral conditions. Key points for foreign investment:

• Investment Law Protections: Under Investment Law No. 72/2017, foreign investors receive “fair and just” treatment equivalent to national investors. This law explicitly guarantees no discrimination: contracts are protected, and foreign investors can get residency permits for project duration.

• Ownership Restrictions: For most sectors, 100% foreign ownership is allowed. Historically, certain activities required Egyptian partners (for example, import companies needed 51% Egyptian ownership), but these restrictions have largely been lifted. Notable exceptions still include strategic sectors:

  • Banking and Insurance: Foreign banks or insurers typically need regulatory approval from the Central Bank or FRA for large ownership stakes (generally above 10%). (Egyptian law often requires banks to have majority Egyptian capital, but recent reforms allow full acquisition of foreign banks in Egypt subject to approval.)

  • Media and Telecom: Full foreign ownership is permitted under new laws, but national security screenings apply.

  • Agriculture and Real Estate: Some restrictions remain (e.g., agricultural land cannot be owned by foreigners), and sometimes land can only be leased.

• Forms of Investment: Foreigners may invest by:

  • Setting up an Egyptian subsidiary (usually an LLC or JSC).

  • Registering a branch office of a foreign company (subject to GAFI approval and usually limited to carrying out the foreign company’s business under same name).

  • Opening a representative office (for marketing/research only).

• Procedures: Generally, foreign firms follow the same incorporation steps as Egyptians, with the addition of a mandatory security clearance process for foreign principals. GAFI has one-stop shops to facilitate approvals and registrations.

• Incentives: The Investment Law provides incentives to foreign projects:

  • Free zones: Foreign companies can 100% own companies in private free zones, enjoying customs duty and sales tax exemptions.

  • “Golden License”: Large investors can apply for a special permit that allows 100% foreign ownership even in sectors normally closed to foreigners, in exchange for strategic investments.

• Tax and Repatriation: There are no restrictions on capital repatriation or currency conversion for investors. After paying taxes and obligations, profits can be freely transferred abroad. Foreign dividends and royalties are subject to the aforementioned withholding taxes (which treaties may reduce).

• Labor and Immigration: Foreign companies hiring expatriates must obtain work and residence permits. For a foreigner to own or manage a company, the investment law entitles them to a residence stamp for the project’s term.

• Dispute Protection: Egypt’s accession to ICSID and numerous bilateral investment treaties means foreign investors have the option of international arbitration with the state, in addition to local courts and arbitration mechanisms.

In summary, Egypt’s corporate and investment laws are relatively open to foreign capital. Investors typically establish local legal entities (often LLCs for flexibility) and can own them fully, subject to obtaining necessary approvals. The Investment Law’s broad guarantees and recent legislative reforms aim to make Egypt attractive for foreign direct investment.

FAQ: Key Corporate Law Questions

• What are the corporate governance requirements in Egypt?

   Egyptian law and regulatory codes require companies (especially JSCs) to have a board of directors (minimum three members) with fiduciary duties to the company and shareholders. Listed firms must follow specific corporate governance rules, including board composition (e.g., independent directors, 25% female representation) and disclosure standards. General assemblies (ordinary and extraordinary) must be held as required by Companies Law for shareholder approvals.

• How are shareholders protected under Egyptian law?

   The Companies Law protects shareholders’ rights by, for example, invalidating any decision that unfairly prejudices minority shareholders. Every share carries voting and dividend rights as per the company’s articles. Shareholders can inspect certain records (annual accounts, assembly minutes) and have avenues to challenge oppressive conduct by controlling shareholders or directors. For listed companies, major share acquisitions (10%, 25% stakes) trigger notifications to the market, ensuring transparency for all shareholders.

• What compliance obligations do companies in Egypt have? 

  Companies must comply with corporate formalities: holding annual general meetings, maintaining statutory registers, and registering corporate changes with GAFI. They must also meet regulatory obligations: filing tax and VAT returns on time, registering employees for social insurance, and adhering to labor laws. Anti-corruption (Penal Code arts. 103–111) and anti-money laundering laws also apply, requiring firms to implement internal controls and report suspicious activities.

• What are the corporate tax obligations in Egypt? 

  Resident companies pay corporate income tax at 22.5% on profits. They must file annual tax returns, make quarterly installments, and pay VAT (14%) on sales if registered. Withholding taxes (e.g., 5% on EGX-listed dividends, 10% on unlisted) must be deducted on payments to non-residents. Employers also withhold payroll tax and contribute to social insurance. Firms in specialized industries (e.g. oil and gas) face higher rates, but Egypt offers incentives (e.g. exemptions, tax holidays) for qualifying investments.

Each company should consult with Egyptian legal and tax advisors to ensure full compliance, as the regulatory environment (including recent reforms like the 2023 tax law changes) can be complex.