Buying 60% of an Egyptian company: what approvals and steps are needed to close the deal?

Hello,
What field are you interested in working in?

Generally, you can purchase a share of a company within a one-month timeframe.

Required documents:
Certificate, Passport, Work or Investment Permit, License.

Acquiring a 60% stake in a Cairo-based trading company is a significant transaction and should be treated carefully — it requires comprehensive due diligence and careful study before any binding steps are taken.

Typical documents & corporate consents

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  Share Purchase Agreement (SPA) and related schedules (representations, warranties, indemnities, completion mechanics). (general M&A practice).

  
  


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  Board and shareholder resolutions authorizing the sale and the buyer’s admission as shareholder where the company’s articles require approval. The Companies Law and practice often mean internal approvals are required before registering transfers.

  
  


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  Share transfer instrument / assignment deed, often notarized and accompanied by evidence of payment. For quota transfers in LLCs the company’s statutes and formal transfer steps must be followed.

  
  


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  Commercial Registry update (registration of the new shareholder and change in ownership at the Commercial Registry/GAFI). Filing with GAFI/Commercial Registry is mandatory to reflect the new ownership.

  
  


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  For joint-stock companies (and some unlisted share transfers): transfer mechanics are effected through the market infrastructure (broker / registry / FRA procedures) — execution can be fast but formal registration is required.

  
  


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  Tax and stamp arrangements / tax clearance check: check for stamp duties or other tax reporting obligations and any outstanding tax liabilities that the target may have. Tax consequences must be assessed early.

  
  


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  Sectoral licences / third-party consents: if the trading company holds regulated licences (customs registrations, import/export permits, franchise/agency contracts, supplier/customer consents, bank facilities with change-of-control clauses) you must obtain the required third-party or regulator consents. (standard M&A practice).

  
  

Competition / merger control

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  Egypt now applies a pre-closing notification regime for certain transactions. If the transaction meets the ECA thresholds you must file with the Egyptian Competition Authority and normally wait for clearance: Phase-1 review = 30 business days (possible 15 business-day extension); Phase-2 (if concerns) = 60 business days. This can therefore delay closing if notification is required.

  
  

Minority-shareholder protections that commonly affect timing

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  Pre-emption / right of first refusal (ROFR) — the articles of association or shareholders’ agreement commonly give existing shareholders a period (often 30 days, and in practice statutory mechanics may allow up to 60 days in certain situations) to buy before shares can be sold to a third party. If you ignore these rights the buyer risks an invalid transfer or challenge.

  
  


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  Approval / veto clauses — some articles require board or shareholder approval for transfers; refusal can trigger buy-back mechanics or force the seller to find an alternate transferee.

  
  


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  Listed-company rules — if the target were listed, crossing certain thresholds (e.g., one-third or other trigger levels) can create mandatory tender-offer obligations and other protections for minority holders — this is managed under capital-market rules. (Less likely for a private trading company but important to check.)

  
  

Typical timeline (high-level)

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  Private (LLC / closely-held) share deals: many private deals close in 1–4 months from first approach to signing/closing in straightforward cases; complexity, statutory approvals, or contested shareholder rights can extend this. (industry experience).

  
  


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  Registry updates / share registration: once papers are in order, registry updates can be a matter of days to a few weeks depending on notarisation, bank transfer evidence, and GAFI processing.

  
  


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  Competition (ECA) clearance: add at least 30 business days (phase-1) if the filing is needed, and longer if a phase-2 investigation is opened. This is a common source of delay.

  
  

Practical closing risks you should plan for

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  Undisclosed liabilities (tax, customs, labor, litigation) that come to light in DD.

  
  


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  Shareholder disputes or exercise of ROFR that unpicks negotiated terms.

  
  


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  Regulatory consents for sector-specific licences or foreign-ownership limits (if any).

  
  

With respect to the acquisition of 60% of a Cairo-based trading company, the regulatory requirements and procedures in Egypt are typically as follows:

1- Approvals

•    The required approvals vary depending on whether the company is listed or non-listed on the Egyptian Exchange.
•    If the company operates in a regulated sector, prior approval from the Financial Regulatory Authority or the relevant competent authority may be required, depending on the nature of the activity.

2- Required Documents

•    Opening the necessary bank and transaction accounts.
•    Share Sale and Purchase Agreements.
•    Extraordinary General Assembly resolution approving the share transfer, where required under the Articles of Association.

3- Minority Shareholder Protections

Minority shareholder rights do not automatically prevent the transaction; however, they may result in delays in the following cases:

•    If there are restrictions on share transfers under the Articles of Association or Shareholders agreements ("SHA").
•    If existing shareholders have pre-emption rights or rights of first refusal.
•    If the Articles of Association require approval by the General Assembly with a specific voting threshold.

NB: The above is provided as a general overview of the typical procedures and does not constitute a final legal opinion. A definitive assessment can only be made after reviewing the company’s constitutional documents, shareholder structure, and relevant agreements, in order to determine whether the company is listed on the Egyptian Exchange and whether any pre-emption rights, transfer restrictions, or regulatory constraints apply to the transaction.

Kindly confirm the legal form of the company (Joint Stock Company, Limited Liability Company, etc.), as the applicable procedures and regulatory requirements differ accordingly.

The transaction process would generally commence with the execution of a Share Purchase Agreement, followed by completion of the required corporate approvals and registrations before the competent authorities.

Kindly also clarify whether you intend to acquire 60% from the existing shareholders collectively or from only one of them. 

Upon receipt of the above clarification, we will be able to advise further on the required filings, consents, and expected timeline.