Board Resolution for Egypt

Board Resolutions That Work in Egypt

Every major step a U.S. company takes in Egypt starts with a decision of its board, or of its members or managers for an LLC. Egyptian authorities act only on decisions they can read and verify, so the resolution sent to Egypt must be specific, consistent with the rest of the file, and fully legalized through the Egyptian Embassy.

Resolutions for common Egyptian steps

Registering a branch with GAFI: approve the establishment of a branch in the Arab Republic of Egypt, state its activities, appoint the branch manager by full name, nationality and passport number, set out the manager’s powers, and authorize a named person to complete the registration. Investing in an Egyptian company: approve the subscription, the amount and the company’s name, and appoint the parent’s representatives on the Egyptian board or at the general assembly. Appointing a commercial agent or distributor: approve the appointment and authorize the officer who signs the agreement. Changes and closures: approve a new branch manager, a capital increase, a transfer of shares, or the liquidation of the branch or subsidiary.

Wording Egyptian reviewers look for

Egyptian officials translate and compare the resolution against the power of attorney, the incumbency certificate and the corporate documents. Use the company’s exact legal name and the same Arabic rendering everywhere. Give the people named their full names as on their passports. List powers precisely, especially for signing contracts, opening bank accounts, dealing with the tax authority and representing the company before courts. A bilingual Arabic/English resolution keeps control of the legal wording with the company.

Certifying and legalizing

Most companies send Egypt a secretary’s certificate attaching the resolution, adopted at a meeting or by unanimous written consent, and confirming that it is in full force. The secretary signs before a U.S. notary, with the seal on the same page as the signature. The notary’s state authenticates the notary, the U.S. Department of State authenticates the state, and the Egyptian Embassy, or the consulate for that state, legalizes the document. Egypt does not accept apostilles.

Supporting documents

Egyptian offices often ask for the documents that show the resolution was valid: the certified articles, a recent good standing certificate, the bylaws and an incumbency certificate. Legalizing them together in one order keeps the timetable predictable.