According to Egypt's Company Law, the purpose of the foreign representative office is to study the markets and the possibilities of production, without any commercial activities including the activity of the commercial agents, and it shall be closed after completion of the study process. The beneficiaries in this case are the foreign companies.
Recently, a new Decree No. 742 of the year 2018 was issued regulating foreign representative offices in Egypt which stipulated that such offices operated in Egypt by foreign companies shall be granted a certificate of registration for a period not exceeding one year. The annual renewal of the certificate shall be examined in the light of Article One of the said Decree. Such article requires that the foreign representative offices operated in Egypt submit to GAFI the employees' names list, their position, nationalities, wages, the percentage of the Egyptians employees' wages and other requirements related to the mother company. Moreover, the representative offices shall set a time limit for what has already been finished and remained regarding the studies and such offices shall submit a report when they reached practical studies.
According to Article 3 renewal of the representative offices when the period ends depends on their compliance with Article One. Important amendment is that representative office incorporation certificates are renewed for not more than 3 years within which the mother company shall determine whether it will incorporation a Company or a branch in Egypt, otherwise the Representative Office of the Foreign Company will be removed from the Registry.
In case, the representative offices did not commit to activates that is stipulated by Executive Regulations, such offices shall regularize by establishing a company or by opening a company's branch in Egypt within a period not exceeding 6 months from the notification. Furthermore, the company may be deleted from the representative offices' registry in case it was proven that the representative office had submitted false information or infringed laws and regulations.
The competent authority is GAFI and the required documents to establish a representative office are:
- A request for registration addressed to the Chairman of the Investment Services Sector according to the form prepared by GAFI;
- Security checks for the foreign company and the office manager;
- Original of the Parent company’s memorandum of incorporation and its Articles of Association along with an Arabic translation of such documents. The Memorandum of Incorporation must be legalized at the Egyptian consulate abroad as well as certified by the Egyptian Ministry of Foreign Affairs ratification offices in Egypt;
- A bank certificate addressed to the Investment Services Sector in the Authority stating that there is a minimum balance of 5,000 EGP (Five Thousand Egyptian Pounds) for the Representative Office in foreign currency transferred from abroad. A bank account is opened under the name of the Representation Office “under incorporation” and the capital is transferred to the account from abroad.
- Lease contract for the premises with endorsed date from Notary Public;
- Passport/ID of the manager of representative office.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.