1. Course Overview

This course explores the legal framework governing corporations, including formation, governance, shareholder rights, directors’ duties, and corporate compliance obligations. It also provides a practical understanding of Egyptian corporate legislation, particularly Investment Law No. 72 of 2017 and Law No. 159 of 1981, and the regulatory procedures of the General Authority for Investment and Free Zones (GAFI). The course equips participants with the ability to structure companies, manage corporate changes, and navigate regulatory requirements across different business models, including foreign entities operating in Egypt.

2. Course Content

• Introduction to corporate personality and legal structure
  • Company incorporation and registration procedures
  • Overview of Investment Law No. 72 of 2017 and Law No. 159 of 1981
  • Key differences between Investment Law companies and Companies Law entities
  • When to incorporate under Investment Law vs Companies Law
  • Corporate governance frameworks and compliance obligations
  • Directors’ duties and fiduciary responsibilities
  • Shareholder rights, protections, and dispute mechanisms
  • Capital structure, financing, and corporate funding rules
  • Incorporation procedures through GAFI (General Authority for Investment)
  • Amendments and post-incorporation procedures, including:

• Capital increase and decrease
• Changes in shareholders/partners
• Changes in legal structure or corporate form
• Mergers and reorganizations
  • Establishment of:
• Branches of foreign companies
• Representative offices
• Commercial and operational subsidiaries
  • Ordinary General Assembly (OGA): procedures, powers, and decision-making
  • Extraordinary General Assembly (EGA): amendments to articles, capital changes, and structural decisions
  • Corporate liquidation, dissolution, and winding-up procedures
  • Case law and corporate disputes in Egyptian practice

3. Learning Outcomes & Acquired Skills

Knowledge Outcomes

• Understanding corporate legal personality under Egyptian law
  • Knowledge of Law 72/2017 (Investment Law) and Law 159/1981 (Companies Law)
  • Understanding the legal and strategic differences between both regimes
  • Awareness of GAFI’s regulatory role in incorporation and amendments
  • Understanding corporate governance structures and shareholder protections
  • Knowledge of corporate lifecycle events (formation, amendment, restructuring, liquidation)

Professional Skills

• Drafting incorporation documents under both legal regimes
  • Advising clients on whether to incorporate under Investment Law or Companies Law
  • Preparing and reviewing corporate amendments (capital, structure, ownership)
  • Drafting board resolutions and general assembly minutes (ordinary & extraordinary)
  • Advising on foreign company establishment (branches and representative offices)
  • Interpreting Egyptian corporate statutes and regulatory guidelines

Practical Competencies

• Incorporating companies through GAFI online and in-person procedures
  • Managing full corporate lifecycle transactions (setup → amendments → restructuring → liquidation)
  • Handling mergers, acquisitions, and restructuring procedures at regulatory level
  • Executing changes in capital, ownership, and corporate structure
  • Establishing and registering foreign company branches and representative offices in Egypt
  • Conducting and documenting Ordinary and Extraordinary General Assemblies in compliance with Egyptian law
  • Resolving corporate governance and shareholder disputes in practical scenarios