Egypt’s large population (almost 100 million) and strategic location in both Africa and the Middle East make this country an important economic partner of the United States. Its large GDP ($335 billion) means that there are plenty of attractive business opportunities for the savvy entrepreneur. In this short guide, we are going to explain the procedures an entrepreneur needs to follow to set up a business in Egypt. The guide will give you plenty of important advice, but you should always consult with an expert familiar with local laws and regulations before you start.

1. Deciding on Company Type

Egyptian law regulates the formation of a variety of business types.

Limited Liability Company

A Limited Liability Company requires two or more associates and a minimum capital of 50 thousand Egyptian pounds. The total capital of the company must be released during the constitution of the company. Liability is limited to each associate's contribution to the company.

Joint Stock Company

The Joint Stock Company requires a minimum capital of 250 thousand Egyptian pounds, half of which needs to be released when the company is constituted. Public offerings, however, require a minimum capital of 500 thousand Egyptian pounds, a quarter of which needs to be released when the company is constituted. A Joint Stock Company must include at least three partners whose liability is limited to their contribution.

General Partnership

A General Partnership can include an unlimited number of partners whose liability is joint and several. The minimum capital is just 5 thousand Egyptian pounds.

Limited Partnership

In a Limited Partnership, the general partner has unlimited liability, but the other partners (sponsors). The sponsors' liability, however, is limited to their contribution. Limited Partnerships require a minimum capital of 5 thousand Egyptian pounds.

2. Formalities

Business formation in Egypt is overseen by the General Authority for Free Zones and Investment (GAFI). Early 2018, the General Authority for Investment opened an Investors Center. This is a one-stop-shop for business start-ups. Entrepreneurs can choose between using the regular process or a premier process, which is easier and faster, for an additional fee of 7,500 Egyptian pounds. Entrepreneurs who choose the premier process will submit the required documents and pay the fees to an official working at the Investors Center. The official will then take care of all the procedures on behalf of the entrepreneur. The Premier process allows you to get your incorporation documents and the tax card in one or two days. The regular process, on the other hand, takes two to three days. It entails consulting a lawyer at the Investors Center, who reviews all the documents. The entrepreneur then deposits the documents and pays the required fees to a second member of staff at the Centre.

Register a Company Name

The first step is to register your company at the local Register of Commerce. There is also a registration counter available at the GAFI offices. A fee of 25 Egyptian pounds will be charged. You will then be issued a certificate of eligibility with the official government stamp.

Obtain a Bank Certificate

You will need to get a bank certificate. This procedure may take one or two days and will cost you somewhere between 300 and 500 Egyptian pounds.

Accountants and Auditors Registry

You will need to have an auditor for your company registered at the Accountants and Auditors Registry. You will get a certificate for this registration.

Notarize Contracts

All your company's contracts, constitution, and statutes need to be notarized by the Investment Notarization Office at the GAFI.

3. Registration at the GAFI and Fees

In order to register your company with the GAFI, you will need to produce the following documents:

• eligibility certificate (original)
• bank statement (original)
• the constitution of the company signed by founders and representatives (copy)
• passport or identity card or resident permit of the company founders (copy)
• certificate issued by the Accountants and Auditors Registry (original)
• an application form, provided by the GAFI, duly filled and signed
• the company's statutes, authenticated by a notary.

Bear in mind that you will need to pay a number of fees.  All these documents are reviewed by a registry employee. You will then be issued an invoice detailing all fees associated with the company's establishment. These may include::

• Notary public fee: 0.25% of capital (minimum of 10 and a maximum of 1,000 Egyptian pounds)
• Establishment fees: 0.1% of capital (minimum of 100 and maximum of 1,000 Egyptian pounds)
• Commercial Syndicate fee: either 125 (for capital below or equal to EGP 500,000) or 250 Egyptian pounds (for capital below EGP 500,000)
• Chamber of Commerce fees: 0.2% of capital (between 24 and 2,000 Egyptian pounds)
• Commercial registration: 56 Egyptian pounds
• Operation certificate: 0.2% of capital (between 24 and 2,000 Egyptian pounds) plus 29 Egyptian pounds
• Lawyer's syndicate fee: 1% of contract value (maximum 25,000 Egyptian pounds)
• Premier process fee: 7,500 Egyptian pounds

In total, this may cost you an average of 2,600 Egyptian pounds, but the amount is likely to vary depending on the type of company and the company's capital, as well as the type of process chosen.

Obtain an Incorporation Certificate

Once the company's statutes are validated by the GAFI, they will issue an incorporation certificate within 24 hours. You will then need to request an operating certificate from the Chamber of Commerce. Afterward, you will need to register the company officially at the Registry of Commerce. The Companies Department will then publish a legal incorporation notice in the Official Gazette within 15 days.

4. Tax Registration

After the previous steps have been completed, you need to apply to get your company registered at the Tax Office at the GAFI. This application will then be transferred to another office in Cairo for printing. Your tax card will be issued the same day, provided that the formalities are completed before noon. If not, you will be able to collect the tax card the following day. To complete this procedure, you will need the following documents:

• The company's statutes
• The bank certificate
• An original extract of the company's registration at the Registry of Commerce
• Proof of address (the company's original lease documents)

5. Registering at the National Authority of Social Insurance

All employers are legally required to contribute to the social insurance system. Social insurance provides employees with compensation in case of a work-related injury, unemployment, and disability, as well as a retirement pension. The following documents need to be submitted to the National Authority of Social Insurance:

• the company's tax registration card
• the company's statutes
• proof of address (the company's office lease documents)

The employer will need to fill in Form No. 2, produce a bank statement, and a copy of their most recent diplomas. Employees, on the other hand, are required to fill in Form No. 1 and produce copies of their identity card, their birth certificate, and their most recent diplomas. They will also need to hand in Form No.6 and their social security number if they have been employed before in that role. Form No. 6 applies to employees who have previously worked for a company.

6. Books and VAT

When company turnover exceeds 500,000 Egyptian pounds per year, the company is required to obtain a VAT certificate, as determined by the VAT law no. 67/2016. The following documents need to be submitted to the Tax Authority:

• Articles of association
• Commercial registration
• Power of Attorney issued by the employer
• Lease contract valid for at least one year with a date certified by a Notary Public
• Tax Card

Companies also need to keep notarized books to monitor their activities. These include a minutes book and an accounting book, which will have serial numbers, with each page stamped by a notary. Each book costs 200 Egyptian pounds and can be bought directly from the notary. Company premises may also be subjected to an inspection by competent authorities, e.g., GAFI or the National Authority for Social Insurance. In practice, however, this tends to only take place when a complaint is filed against the company, or the company is suspected to be a shell company that does not conduct actual business. However, companies that register for VAT will be subject to inspection.

Useful Links

• General Authority for Free Zones and Investment (GAFI)
• Egyptian Government Portal
• Ministry of Trade & Industry
• Egyptian Commercial Services
• Industrial Modernization Centre
• Industrial Development Authority
• COMESA Regional Investment Agency (RIA)