Best Investment & Business Structuring Lawyers in Egypt

1. About Investment & Business Structuring Law in Egypt

Investment and business structuring law in Egypt provides a unified framework to register, license, and govern business activities. The system aims to simplify entry for both local and foreign investors while safeguarding regulatory compliance. It covers company formation, licensing, free zones, and the transfer of profits and capital.

The General Authority for Investment and Free Zones (GAFI) acts as the central investor services hub. GAFI issues licenses, registers companies, and coordinates with public authorities for approvals. Investors can access a single window for most licensing steps through GAFI's online platforms.

Egypt supports several corporate forms under its commercial law, notably Limited Liability Companies (LLCs) and Joint Stock Companies (JSCs). The investment framework encourages foreign ownership in many sectors while applying sector-specific rules where required. These rules are primarily set out in the Investment Law and related regulations and guidelines.

“The Investment Law provides a unified framework and guarantees for investors, including streamlined licensing and nondiscriminatory treatment.”

For investors in Egypt, understanding how these structures interact with licensing, governance, and transfer rules is essential. The regime emphasizes investor protection, predictability, and the ability to repatriate profits under approved currency regimes.

Sources: GAFI, Legislation Portal - Egypt.

2. Why You May Need a Lawyer

When planning or restructuring an Egyptian business, a lawyer helps you navigate licensing, structure, and compliance with sector rules. Here are concrete scenarios where legal guidance is essential.

• Scenario 1 - Establishing a wholly foreign-owned subsidiary A foreign company decides to establish a 100 percent subsidiary in Egypt under the Investment Law. A lawyer coordinates GAFI registration, determines whether an LLC or JSC is best, and drafts the Articles of Association to meet local requirements. This avoids delays and ensures eligibility for potential incentives.
• Scenario 2 - Reorganizing an existing business into a different corporate form A family-owned business plans to convert from a sole proprietorship to an LLC to limit liability and enable external equity. A lawyer handles share structure, notarization, and regulatory filings under the Companies Law to ensure legality and smooth transition.
• Scenario 3 - Setting up in a Free Zone or cross-border operation A manufacturing project seeks a Free Zone license to optimize customs and tax regimes. A legal advisor ensures the entity type aligns with Free Zone rules, employment, and transfer of profits across borders, and coordinates with the Free Zone authority.
• Scenario 4 - Mergers, acquisitions, and holding structures A private equity firm plans to consolidate portfolio companies into a holding company. A lawyer conducts due diligence, optimizes corporate governance, and secures approvals from regulators for cross-entity restructurings.
• Scenario 5 - Sector-specific licensing and regulatory compliance A healthTech startup must obtain sector licenses and meet regulatory standards for data protection and medical devices. A lawyer coordinates licenses, conformity assessments, and contracts with suppliers and hospitals.
• Scenario 6 - Cross-border profit repatriation and currency controls An exporter needs to repatriate profits while complying with Central Bank of Egypt (CBE) rules. A lawyer aligns corporate structure with FX regulations, transfer pricing, and tax compliance.

3. Local Laws Overview

Egypt regulates investment and corporate structuring through several key statutes and regulations. Here are the principal laws by name, with context on their scope and relevance to structuring your business.

• Investment Law No. 72 of 2017 and its implementing regulations govern incentives, guarantees, and the unified licensing framework for investors. The law sets up GAFI as the central agency for licensing and registration and lays out reforms to attract foreign and domestic capital. The framework has undergone amendments and updates since 2017 to reflect market changes.
• Companies Law No. 159 of 1981 (as amended) governs corporate forms, governance, share transfers, and annual compliance for Egyptian companies. Revisions have aimed to simplify governance, facilitate e-signatures and filings, and clarify shareholding rules for LLCs and JSCs.
• Capital Market Law No. 95 of 1992 (as amended) regulates public offerings, trading, and market conduct under the supervision of the Financial Regulatory Authority (FRA). This law influences how companies raise capital and structure equity transactions that may cross into public markets or larger private placements.

These laws are accessible through official channels for precise text and amendments. For critical reads, consult the official statistics and legal texts here: GAFI and Legislation Portal - Egypt.

4. Frequently Asked Questions

What is the purpose of Egypt's Investment Law 72/2017?

The law creates a unified investment framework and offers guarantees and incentives to investors. It also streamlines licensing and establishes a single-window service through GAFI. The regime aims to improve predictability for both local and foreign participants.

How do I register a new company with GAFI in Egypt?

You submit the Articles of Association, a board resolution, and identity documents for founders. GAFI handles name clearance, activity classification, and the issuance of the investment license. The process is typically completed through GAFI's online portals.

What is the difference between an LLC and a Joint Stock Company in Egypt?

An LLC limits liability to the contributed capital and is often used by smaller businesses. A Joint Stock Company can raise capital publicly, has a board of directors, and requires more rigorous corporate governance. Your choice affects compliance, reporting, and financing options.

Do I need a lawyer to restructure a business into a holding company?

Yes. Lawyer-guided restructuring helps with due diligence, share transfers, contract novations, and regulator approvals. A holding structure also requires careful tax and corporate governance planning.

When can profits be repatriated for foreign investors?

Profit repatriation is subject to Central Bank of Egypt FX regulations and tax compliance. A lawyer can align your corporate structure with FX approvals, convertibility rules, and transfer pricing considerations.

Where can I access the official investment laws and regulations in Egypt?

You can consult the official texts on Legislation.gov.eg and the Investment Law provisions on GAFI's site. These sources provide current versions, amendments, and regulatory guidance.

How long does the licensing process usually take for a new investment project?

Typical licensing may range from a few weeks to a few months, depending on sector, project scale, and regulatory approvals. A lawyer helps manage timelines, document completeness, and regulator communications.

What are the typical formation costs for a new Egyptian company?

Costs vary by corporate form and service needs. Expect government fees, notary charges, and service provider costs. A lawyer can provide a detailed, form-specific budget after reviewing your plan.

Should I consider a Free Zone for my business?

Free Zones offer benefits like simplified licensing and favorable customs treatment. However, they may limit market access and require separate VAT and cross-border handling. A lawyer helps assess whether a Free Zone aligns with your strategy.

Do foreign investors need a local Egyptian partner?

Ownership rules depend on the sector and the investment scheme. Some sectors permit 100 percent foreign ownership, while others require local participation. A lawyer maps out ownership options and regulatory constraints.

Can I restructure to consolidate multiple operations under a single holding?

Yes, but it requires careful alignment of corporate governance, tax planning, and regulator approvals. A lawyer coordinates cross-entity agreements and ensures regulatory compliance.

Is transferring ownership subject to regulatory approvals?

Yes, especially for share transfers in regulated sectors and publicly listed entities. A lawyer handles due diligence, notification to authorities, and documentation needed for approvals.

5. Additional Resources

• General Authority for Investment and Free Zones (GAFI) - the official government agency that issues investment licenses, registers companies, and provides a one-stop shop for investor services. Website: gafi.gov.eg
• Financial Regulatory Authority (FRA) - oversees capital markets, securities, and related financial activities; essential for structuring financing and public offerings. Website: fra.gov.eg
• Legislation Portal - Egypt - official repository of Egyptian laws and amendments; useful for verifying the exact text of Investment Law, Companies Law, and related statutes. Website: legislation.gov.eg

6. Next Steps

1. Define your business structure and jurisdiction at a high level with clear goals (market access, ownership, tax planning). This helps target the right corporate form and licensing path.
2. Consult a qualified Investment & Business Structuring lawyer in Egypt to map the exact steps, timelines, and documents required for your chosen structure.
3. Prepare a document package for GAFI and relevant authorities, including Articles of Association, shareholder agreements, and sector-specific licenses. Gather translations and notarizations as needed.
4. Engage in a formal entity formation process through GAFI or the appropriate authority, tracking milestones and regulatory approvals. Schedule regular check-ins with your counsel to avoid bottlenecks.
5. Review currency and FX considerations with a lawyer and, if applicable, the Central Bank of Egypt guidelines for repatriation of profits and capital. Align tax planning with your corporate structure.
6. Finalize regulatory filings, tax registrations, and banking arrangements. Ensure completion of annual reporting, corporate governance, and shareholding disclosures as required by law.
7. Establish ongoing legal support for compliance, annual returns, contract review, and any future restructuring needs. Maintain up-to-date documentation and licensure status.