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Managers

A Limited Liability Company (“LLC”) is legally represented by its Manager(s). The Manager(s) have the widest powers to represent the Company subject to the powers given to them by the Quotaholders, as reflected in the Memorandum of Association (“MoA”) and the commercial register (in Arabic: السجل التجاري).    

[...]

Division of Duties: The powers of the Managers may be granted on a joint or several basis, as reflected under the constitutional documents of the LLC.

Composition: One or more Manager(s) must be appointed in the LLC, either from amongst the Quotaholders or third parties. Managers must be natural persons and at least one of the Managers must be Egyptian.

Appointment/Dismissal Competence: Manager(s) are appointed and dismissed by virtue of a resolution of the extraordinary General Meeting (“GM”) of the LLC. The appointment resolution should be approved by the numerical majority vote of Quotaholders holding 75% of the capital of the LLC, unless the MoA states otherwise. As for the dismissal of the Manager(s), it should be approved by the numerical majority vote of Quotaholders holding 75% of the capital of the LLC.

Alternates: N/A.

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

Convening of GM.

Convening notice.

Yes, to be signed by a Manager.

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

Yes.

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

No, and not even if all Quotaholders concur.

Convening notice to be delivered by registered mail to the Quotaholders, Managers, the Company’s auditor and the General Authority for Investment and Free Zones (“GAFI”).

2

GM.

(i) Minutes of the GM;

(ii) Quotaholders attendance list;

(iii) Managers attendance list;

(iv) Acceptance letter;

(v) Amendment of the MoA;

(iv) Proxies issued by the legal Quota-holders;

(iiv) Ratification request addressed to GAFI.

(Collectively “GM Documents”).

Yes, GM Documents to be signed by the Chairman and the Secretary of the GM, the vote counters, the auditor, the Managers and the Quotaholders (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) Security check application (if the new Manager is a foreigner);

(iii) MoA of the Company (and its amendments, if any);

(vi) Evidence of receipt of the convening notice;

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

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

(vii) Valid passport of the new Manager 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 the national identification card/passport, MoA (and its amendments) and evidence of the appointment of the Company’s auditor are not required to be submitted in originals.

No.

No.

4

Amendment of MoA.

(i) Ratified GM Minutes;

(ii) Ratified amendment of MoA;

(iii) Extract of the Commercial Register of the Company.

No.

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

Yes.

Yes, to be notarized with the Notary Public and the Lawyers’ Bar Association in Egypt.

No.

5

Annotation of the resolution in the Commercial Register.

(i) Ratified GM Minutes;

(ii) Ratified and notarized amendment of MoA;

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

(vi) Certificate from the competent Commercial Chamber.

No.

No later than 1 business day from the date of ratifying the Amendment of the MoA with GAFI.

Yes, except for the passport/national identification card.

No.

No.

1
Step 1
>21 days
2
Step 2
0 days
3
Step 3
0-1 month
4
Step 4
0-1 day
5
Step 5
0-1 day

21-53 days*

*The need for a physical meeting may take additional time.

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

Convening of GM.

Convening notice.

Yes, to be signed by a Manager.

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

Yes.

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

No, and not even if all Quotaholders concur.

Convening notice to be delivered by registered mail to the Quotaholders, Managers, the Company’s auditor and the General Authority for Investment and Free Zones (“GAFI”).

2

GM.

(i) Minutes of the GM;

(ii) Quotaholders attendance list;

(iii) Managers attendance list;

(iv) Resignation letter;

(v) Amendment of the MoA;

(vi) Proxies issued by the legal Quotaholders;

(vii) Ratification request addressed to GAFI.

(Collectively “EGM Documents”).

Yes, GM Documents to be signed by the Chairman and the Secretary of the GM, the vote counters, the auditor, the Managers and the Quotaholders (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) Extract of the Commercial Register of the Company.

(iii) MoA of the Company (and its amendments, if any);

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

(v) Evidence of receipt of the convening notice.

No.

No later than 1 month from the GM.

Yes, however the MoA (and its amendments) and evidence of the appointment of the Company’s auditor are not required to be submitted in originals.

No.

No.

4

Amendment of MoA.

(i) Ratified GM Minutes;

(ii) Ratified amendment of MoA;

(iii) Extract of the Commercial Register of the Company.

No.

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

Yes.

Yes, to be notarized with the Notary Public and the Lawyers’ Bar Association in Egypt.

No.

5

Annotation of the resolution in the Commercial Register.

(i) Ratified GM Minutes;

(ii) Ratified and notarized amendment of MoA;

(iii) Certificate from the competent Commercial Chamber.

No.

No later than 1 business day from the date of ratifying the Amendment of the MoA 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
5
Step 5
0-1 day

21-53 days*

*The need for a physical meeting may take additional time.

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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