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Board of Directors

The management of a Joint Stock Company (“JSC”) is vested in the Board of Directors (“BoD”), which is responsible for the management of the Company and should undertake all actions necessary for fulfilling the Company’s objective in compliance with applicable laws. The BoD members have the widest powers to represent the Company subject to any limitations on such powers as determined by the Shareholders of the Company and reflected under the Articles of Association (“AoA”) and the commercial register of the Company; and with the exception for any actions that fall within the competencies of the General Meeting, as prescribed under applicable laws.

[...]

Division of Duties:  The powers and role of the BoD may be distributed among its members by delegating members to supervise and/or undertake specific work. BoD members have the right of representing the Company and act on its behalf within the limits permissible by the applicable laws and the signatory powers granted to them by the Shareholders. The Chairman, who is appointed from among the BoD members, is mainly responsible for, inter alia, supervising the BoD, representing the Company before courts, calling for and chairing the BoD and the General Meeting (“GM”) and acting in accordance with the powers granted to him by the Shareholders. Further, the BoD may appoint one or more members as Managing Director(s) (who can also be the Chairman), who is usually responsible for the day-to-day management of the Company, in accordance with the parameters determined by the BoD.

Composition: The BoD should be composed of no less than 3 members. BoD members may be natural persons and/or legal persons represented by any number of natural representatives on the BoD.

Appointment/Dismissal Competence: BoD members are appointed and dismissed by virtue of a resolution of the ordinary GM. The resolutions should be approved by absolute majority vote of the shares represented in the GM. In case of appointing and/or dismissing a representative of legal BoD member on the BoD, a BoD resolution should be passed for such purpose.

Alternates:  For the purpose of BoD Meetings and GMs, BOD alternates may attend such meetings as follows: (i) natural BoD members should only delegate another BoD member to attend the meeting on his behalf; and (ii) for the representatives of a legal BoD members, such representatives may be replaced by any other person for the purpose of attending the specific meeting only.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Egypt on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Matouk Bassiouny before actually changing any board members in Egypt.

Appointment
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

Yes, to be signed by the Chairman.

At least 21 calendar days (excluding the day of sending the notice and the day of the GM).

Yes.

Yes, to be stamped with the Company’s stamp.

No, and not even if all Shareholders concur.

Convening notice to be delivered by registered mail to all Shareholders, BoD members, Company’s auditor, the General Authority for Investment and Free Zones (“GAFI”) and the Egyptian Financial Supervisory Authority (“EFSA”).
2

GM.

(i) Minutes of the GM;

(ii) Shareholders attendance list;

(iii) BoD attendance list;

(iv) Acceptance letters of the new BoD members;

(v) Ratification request addressed to GAFI;

(vi) Proxies issued by the legal Shareholders;

(collectively “GM Documents”).

Yes, GM Documents to be signed by the Chairman and the Secretary of the GM, the vote counters, the auditor, the BoD members and the Shareholders (as applicable).

At the date stipulated in the convening notice.

Yes.

Yes, the GM Documents to be stamped with the stamps of the auditor and the Company.

No, and a physical meeting is always needed.
3

Filing of the GM Documents with GAFI.

(i) GM Documents;

(ii) Security check application (if the new BoD member is a foreigner);

(iii) Evidence of receipt of the convening notice;

(iv) AoA;

(v) Extract of the Commercial Register of the Company;

(vi) Evidence of the appointment of the Company’s auditor;

(vii) Valid passport of the new BoD member if foreigner, or a valid national identification card if Egyptian.

Yes, security check application to be signed by the persons delegated in the GM Minutes to carry out the ratification process.

No later than 1 month from the GM.

Yes, however, national identification card/passport, AoA and evidence of the appointment of the Company’s auditor are not required to be submitted in originals.

No.

No.

In case the new BoD member is a foreign legal person, a number of information will be required for the security check, such as a brief of its activity, its address abroad, its shareholding structure and a copy of the valid passport of its legal representative.
4

Annotating the resolution in the Commercial Register.

(i) Ratified GM Minutes;

(ii) Valid passport of the new BoD member if foreigner, or a valid national identification card if Egyptian;

(iii) Certificate from the competent Commercial Chamber.

No.

No later than 1 business day from the date of ratifying the GM Documents with GAFI.

Yes, except for national identification card/passport.

No.

No.
1
Step 1
>21 days
2
Step 2
0 days
3
Step 3
0-1 month
4
Step 4
0-1 day

21-52 days*

*The need for a physical meeting may take additional time.
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Dismissal
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

Yes, to be signed by the Chairman.

At least 21 calendar days (excluding the day of sending the notice and the day of the GM).

Yes.

Yes, to be stamped with the Company’s stamp.

No, and not even if all Shareholders concur.

Convening notice to be delivered by registered mail to all Shareholders, BoD members, Company’s auditor, the General Authority for Investment and Free Zones (“GAFI”) and the Egyptian Financial Supervisory Authority (“EFSA”).
2

GM.

(i) Minutes of the GM;

(ii) Shareholders attendance list;

(iii) BoD attendance list;

(iv) Resignation letter;

(v) Ratification request addressed to GAFI;

(vi) Proxies issued by the legal Shareholders;

(collectively “GM Documents”).

Yes, GM Documents to be signed by the Chairman and the Secretary of the GM, the vote counters, the auditor, the BoD members and the Shareholders (as applicable).

At the date stipulated in the convening notice.

Yes.

Yes, GM Documents to be stamped with the stamps of the auditor and the Company.

No, and a physical meeting is always needed.
3

Filing of the GM Documents with GAFI.

(i) GM Documents;

(ii) Evidence of receipt of the GM convening notice;

(iii) AoA;

(iv) Extract of the Commercial Register;

(v) Evidence of the appointment of the Company’s auditor.

No.

No later than 1 month from the GM.

Yes, however, copies of AoA and evidence of appointment of the Company’s auditor are not to be submitted in originals.

No.

No.
4

Annotating the resolution in the Commercial Register.

(i) Ratified GM Minutes;

(ii) Certificate from the competent Commercial Chamber evidencing the payment of the membership subscription for the Company (if applicable).

No.

No later than 1 business day from ratifying the GM documents with GAFI.

Yes.

No.

No.
1
Step 1
>21 days*
2
Step 2
0 days
3
Step 3
0-1 month
4
Step 4
0-1 day

21-52 days*

*The need for a physical meeting may take additional time.
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Appointment (Rep. of legal persons)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of BoD Meeting.

Convening notice.

Yes, to be signed by the Chairman of the BoD.

No specific requirement, however, within reasonable time.

No.

Yes, to be stamped with the Company’s stamp.

Yes, if all the BoD members concur.
2

BoD Meeting.

(i) BoD Meeting Minutes’ Ledger (reflecting BoD Meeting Minutes);

(ii) Appointment letter;

(iii) Acceptance letter;

(iv) Attendance list of the BoD members;

(v) Ratification request addressed to GAFI.

(collectively “BoD Documents”).

Yes, appointment letter to be signed and stamped by the legal representative of the legal BoD member and acceptance letter to be signed by the new representative.

Attendance list to be signed by the attending BoD members, the Chairman and the Secretary of the BoD and BoD Meeting Minutes to be signed by the Chairman and the Secretary of the BoD.

At the date stipulated in the convening notice (unless waived, cf. Step 1).

Yes.

Yes, BoD Documents to be stamped with the Company’s stamp.

No, however, the BoD Meeting can be held by virtue of a tele/video-conference or by circulation, if allowed in the AoA.
3

Filing of the BoD Documents with GAFI.

(i) BoD Documents;

(ii) Security check application (if the new BoD member’s representative is a foreigner);

(iii) Valid passport of the new representative, if foreigner, or national identification card, if Egyptian national;

(iv) AoA;

(v) Extract of the Commercial Register.

Yes, the security check application to be signed by the persons delegated in the BoD Meeting Minutes to carry out the ratification process.

No later than 1 month from the BoD Meeting.

Yes, however passport/national identification card and AoA are submitted in copies.

No.

No.
4

Annotating the resolution in the Commercial Register.

(i) Ratified BoD Meeting Minutes;

(ii) Valid passport of the new representative, if foreigner or national identification card, if Egyptian national;

(iii) Certificate from the competent Commercial Chamber.

No.

No later than 1 business day from ratifying the BoD Documents with GAFI.

Yes, except for passport/national identification card.

No.

No.
1
Step 1
Within reasonable time
2
Step 2
0 days
3
Step 3
0-1 month
4
Step 4
0-1 day

0-31 days + reasonable time
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Dismissal (Rep. of legal persons)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of BoD Meeting.

Convening notice.

Yes, to be signed by the Chairman of the BoD.

No specific requirement, however, within reasonable time.

No.

Yes, to be stamped with the Company’s stamp.

Yes, if all the BoD members concur.
2

BoD Meeting.

(i) BoD Meeting Minutes’ Ledger (reflecting the BoD Meeting Minutes);

(ii) Removal letter;

(iii) Attendance list of the BoD members;

(iv) Ratification request addressed to GAFI;

(collectively “BoD Documents”).

Yes, removal letter to be signed and stamped by the legal representative of the legal BoD member.

Attendance list to be signed by the attending BoD members, the Chairman and the Secretary of the BoD Meeting and BoD Meeting Minutes to be signed by the Chairman and the Secretary of the BoD.

At the date stipulated in the convening notice (unless waived, cf. Step 1).

Yes.

Yes, BoD Documents to be stamped with the Company’s stamp.

No, however, the BoD Meeting can be held by virtue of a tele/video-conference or by circulation, if allowed in the AoA.

Removal letter can include the replacement of the representative on the BoD by a new representative.
3

Filing of the BoD Documents with GAFI.

(i) BoD Documents;

(ii) AoA;

(iii) Extract of the Commercial Register.

No.

No later than 1 month from the BoD Meeting.

Yes, for the BoD Documents and extract of the Commercial Register.

No.

No.
4

Annotating the resolution in the Commercial Register.

(i) Ratified BoD Meeting Minutes;

(ii) Certificate from the competent Commercial Chamber.

No.

No later than 1 business day from ratifying the BoD documents with GAFI.

Yes.

No.

No.
1
Step 1
Within reasonable time
2
Step 2
0 days
3
Step 3
0-1 month
4
Step 4
0-1 day

0-31 days + reasonable time
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Fee quote

Matouk Bassiouny has provided all input about changing board members in Egypt. Matouk Bassiouny is a [...] full-service independent law firm based in Cairo, Egypt. We specialize in advising multinationals, corporations, financial institutions and governmental entities on all legal aspects of investing and doing business in Egypt and the region. With 11 partners and over 120 experienced, multilingual and culturally competent lawyers in diverse business practices of local and international jurisdictions, we provide an extensive range of legal services through various practice areas. Our firm is ideally placed to advise on high profile and high value complex transactions and we routinely work on cross-border and international transactions.

For more information about Matouk Bassiouny and changing board members in Egypt, please use the below contacts:

TEL: +202 27962042
EMAIL: info@matoukbassiouny.com
WEB: www.matoukbassiouny.com