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GAFI: (General Authority for Investment and Free Zones)

GAFI is an Egyptian governmental organization that aims and works on presenting Egypt as a center for business and investment; GAFI it sponsors programs that promote foreign and domestic investment, in addition to supporting the investors in the context of a business-friendly environment and policies that brace investment.

The Authority’s activity is based on five main axes:

  1.  Promoting to attract foreign investment and stimulate domestic investment.
  2. Developing the investment services and creating a business environment.
  3. Managing public and private free zones, supervising investment companies and developing investment areas.
  4. Supporting small and medium enterprises and developing entrepreneurship
  5. Establishment of institutional development that supports investment

 Types of Companies;

According to Egyptian Companies Law No. 159

Companies in Egypt are divided to three forms. (One-Person Company, Partnerships, and Investment Companies)

  1. One-Person Company (OPC): Is a legal entity owned by one person -whether natural or juristic­- who obtains all of its profits; and is responsible for all the entity’s liabilities as well, this means that in case the company fails to pay its debts, he is obligated to pay for them  from his personal money.
  2. Partnership: is usually based on mutual trust between its partners, in which the personality of the partner is the main consideration. Forms of partnerships are (General Partnerships and Limited Partnerships)
  3. General Partnerships: A general partnership is a company that is incorporated by two or more partners, who are jointly responsible with all their personal funds for the debts of the company. The general partnership name consists of the name of one of the partners as well as the phrase “and partners”. Each and every partner in a general partnership is considered a trader even if he did not acquire this character before general partnership incorporation.
  4. Limited Partnerships: A limited partnership is a company that is held between two kinds of partners (Solidarity Partner and Dormant partner), while the solidarity partner is the one to hold its management and consequently is liable for the company’s debts from his own money, the later is not. A dormant partner is excluded from the management, but he enjoys limited liability equivalent to the value of his shares quota.
  • Investment Company: Unlike The Partnerships, partners of an Investment Company have a limited liability equivalent to the amount of their quota and they get to keep their own money detached from the company. Their personal funds are not a guarantee for any of the company’s debts. Example of Investment Companies are (Joint Stock Companies, Limited Liability Companies, and Partnership Limited by Shares)
  • Joint Stock Companies (SAE): A Joint Stock Company is an Investment Company with a minimum capital of EGP 1,000,000 and at least three founding shareholders having its capital divided into shares of equal value on them, additionally, any of the shareholders is liable for the company’s debts within the amount of his quota only. Also, the company shall have a trade name derived from the purpose of its establishment; this may include the name or the title of one or more of its founders.
  • Limited Liability Companies (LLC): A limited liability company is a company with the capital of which is composed of quotas owned by 2-50 partners. The form of entity usually chosen by foreign investors is the LLC, as its structure is equivalent to France (SARL), Germany (GmbH) or a UK Limited Company (Ltd).
  • Partnership Limited by Shares: Partnership limited by shares is a company whose capital is composed of one or more quotas owned by two Solidarity Partners with unlimited liability, as well as a number of shareholders that shouldn’t be less than three -as prescribed by law- with a limited liability to their quota of shares.

 

By knowing which type you’re seeking to form, let us tell you about the required documents and procedures towards establishing your company?

GAFI required Documents: (For OPCs and Partnerships):

  • A copy from the power of attorney from the owner of the facility/ the founders or partners of the company in the event that it was established by an Agent (must be clear and valid)
  • the power of attorney must stipulate “establishment of companies“.
  • Copy of the IDs of the owner of the OPC/the founders or partners; (must be clear and valid)
  • Egyptian national ID number
  • Passport for the foreigner (valid residence is required)
  • Copy of the agent’s ID (must be clear and valid)
  • Egyptian national ID number
  • Passport for the foreigner (valid residence is required)
  • Security inquiry form in case the company’s owner is a foreigner
  • A copy of the membership ID of a lawyer who is registered to the Bar Association so he ratifies the contract in front of the Bar Association. (a primary lawyer at least is a must, with his membership ID valid to date)
  • The approval of the competent authority if any of the company’s purposes requires obtaining special approval in accordance with the provisions of the applicable laws (prior approval).
  • In the event of an in-kind share upon incorporation, it is permissible to submit a report from expert people as stated by the law and this is according to the nature of each share
  • In case that the company is established to operate in the free zones under the Investment Law No. 72 of 2017, the prerequisite documents are required in addition to the approval of the authority is met before incorporation and approval is issued by the board of directors of the free zone in which the project is to be established.

Required Documents (For Investment Companies):

  • No-confusion certificate for the Company’s name; accredited by the commercial registry.
  • Bank certificate
  • Power of Attorney (originals to be seen)
  • Copies of IDs (clear and valid) for the founders or partners;
  • Original and official extract from the accountant’s and auditors’ record; stating the company’s auditor’s entitlement to audit and approval of the funds companies ’budgets, and a copy or approval of acceptance of appointment is provided; in the event that he has submitted this certificate in advance to the authority.
  • A copy of the membership ID of a lawyer who is registered to the Bar Association so he ratifies the contract in front of the Bar Association. (a primary lawyer at least is a must, with his membership ID valid to date)
  • Security inquiry forms for any foreign founders or partners.
  • A document that specifies the name and address of the company’s legal advisor; providing that his registration degree cannot be less than an appeal lawyer.
  • Copies of the IDs of the representatives (must be clear and valid)
  • Egyptian national ID number
  • Passport for the foreigner (valid residence is required)
  • The approval of the competent authority if any of the company’s purposes requires obtaining special approval in accordance with the provisions of the applicable laws (prior approval).
  • In the event of an in-kind share upon incorporation:
  • Joint Stock Companies/Partnership Limited by Shares: The original report of the committee formed by GAFI shall be submitted evaluating the in-kind share
  • Limited Liability Companies: It is permissible to submit a report from expert people as stated by the law and this is according to the nature of each share
  • In case that the company is established to operate in the free zones under the Investment Law No. 72 of 2017, the prerequisite documents are required in addition to:
  • In the case of a public free zone: the approval of the authority is met before incorporation and approval is issued by the board of directors of the free zone in which the project is to be established.
  • In the case of a private free zone (for a joint stock company/limited liability company): an approval of the CM must be obtained before incorporation.

Regarding the procedures of establishment, there are two roads to hit;

Investor Services Center:

  • At first, you choose the service you want and get the waiting number for it, and get the documents reviewed on the ground floor.
  • After that, go to the incorporation lawyer for the preparation of the company’s contract, and then head to the first floor to pay the incorporation fees (this could be in cash or with your credit card).
  •  At last, you sign the contract documentation, and receive your company’s documents.

Through the electronic portal:

  • Sign up and create your account and your own workspace on www.gafi.gov.eg, then choose the service and provide the required documents, for the authority to review them.
  • Pay the required fees using credit cards, and then sign the documents electronically.
  • Then all your company documents will be sent to you on your account on the online portal.

You can read also:

Announcement of partnership

Branches and Representative Offices

Agencies and Distribution and franchise Contracts