Articles of Organization for Egypt

A U.S. LLC as a Shareholder or Branch Owner in Egypt

U.S. small and mid-sized companies are often LLCs, formed in most states by filing articles of organization. When such an LLC enters Egypt, either by registering a branch or by becoming a shareholder in an Egyptian company through the General Authority for Investment and Free Zones (GAFI), its articles of organization are the first corporate document Egypt asks for.

Choosing the Egyptian structure

An LLC can register a branch of itself, or hold shares in an Egyptian company, commonly an Egyptian limited liability company or joint stock company. Egypt’s investment rules allow full foreign ownership in many sectors, but some activities, notably importing for trade and commercial agency, are generally reserved for Egyptian nationals or Egyptian-owned companies. Settle the structure with Egyptian counsel first, because it decides which documents GAFI needs and who must sign them.

What GAFI typically wants from a corporate shareholder

When a U.S. LLC is a shareholder, the Egyptian file usually includes legalized copies of its articles of organization (with amendments), proof that it is active, such as a good standing certificate, a resolution of its members or managers approving the investment and naming the person who will sign in Egypt, and a power of attorney for that representative. Bring them together, because each one must go through the full legalization chain.

Members, managers and organizers

Articles of organization are often filed by an organizer, such as a lawyer or formation service, who is not an owner. Depending on the state, they may not list members or managers at all. Egyptian reviewers will ask who controls the LLC. An operating agreement extract or incumbency certificate, certified before a notary and legalized, answers that question before it is asked.

How the articles are legalized

Request a certified copy of the articles of organization, including amendments, from the state where the LLC was formed. As a state record it skips the notary: the state authenticates its own certified copy. The U.S. Department of State then authenticates the state’s certificate, and the Egyptian Embassy, or the consulate for that state, legalizes it. Egypt does not accept apostilles. In Egypt, a certified Arabic translation is prepared for GAFI. Decide early how the LLC’s name will appear in Arabic, and keep it identical across all documents.