Search

One Person Company or Single-Shareholder Company in Egypt.


Newly introduced to the Egyptian market (Law No. 4 of 2018 amending the Companies Law No. 159 of 1981) The One Person Company which is a new type of company that was introduced in the Companies Law after its last amendments were made; as by this type of company, the small investor becomes able to establish, by his own, a company in a unique form of companies that is a business structure wholly owned by a single person, whether natural or juristic within its established purposes. and the owner of the company shall be liable only for the company’s obligations unless within the allocated shared capital. These companies are applied in many countries because of their limited liability restricted to the shared capital value, which protects investors from any risks. This amendment is expected to encourage the registration of entrepreneurship and corporatizations of small and medium businesses.

Companies Law states that the rules governing the LLC are applicable to an OPC unless otherwise provided


This company may be, initially, established by one partner, or maybe transformed into a one-partner company with one partner remaining from a JSC or LLC. The single-shareholder company is authorized to do all kinds of businesses with the exception of certain activities, such as issuing shares, operate in the field of financial services or establish another single-shareholder company.

Similarly, to a JSC and LLC, there are generally no restrictions on foreign ownership except for activities that foreigners are prohibited from participating in (e.g. commercial agency, importation activities for trading purposes and acquiring land and/or real estate in Sinai).


Ownership

Owned and Formed by a sole founder, who can be either a natural or a juridical person (LLC-JSC).


Name

The Company’s name may include the name of the owner.


Capital

At least EGP 50,000 and should be paid fully in advance upon the incorporation.


Management

Managed through the founder of the company or by one or more appointed manager(s) (at least one Egyptian manager is required).

There is no restriction on the nationality of the single-shareholder.

OGM and EGM for the OPC are the same as the LLC.


Liability

Liability of the OPC owner is limited to the amount paid capital, he/she is not liable for the company’s debt except for the amount which he/she paid.

Without prejudice to the foregoing, the OPC owner may be liable personally in the following cases:

  • If he/she dissolves the company in a bad faith; or

  • If he/she ceases the company prior to the end of its term or its purpose; or

  • If he/she did not separate between the business and the personal funds; or

  • If he/she concludes a contract on behalf of the company under incorporation and such contract is unnecessary.

Advantage:

  • Owned by one person (natural or juridical),

  • Limited Liability;

  • Easy to manage and have the powers to take decisions (which were required the approval of BODs, OGMs and/or EGMs) solely.

Disadvantage:

  • An OPC's equity cannot be listed or traded on any stock exchange.

  • An OPC cannot issue bonds or other financial debentures that are offered to the public.

  • You cannot sell part of your shares (If such, should be amended to LLC or JSC)

  • Death/dissolution of the owner will lead to the dissolution of the company, unless the inheritors otherwise agree.

  • The capital must be paid in full upon the incorporation.

  • The owner is responsible for submitting the tax reports and the financial statements upon the completion of every Financial year and keeping its legal books in good standing.

  • The founder of the one-person company shall, in the case he dealt with the whole capital to another natural or legal person, take measures to amend the company's data and the commercial register within a period not exceeding three months from the date of disposal, in accordance with the procedures and rules specified by the Regulations. In all cases, the act shall not be effective against third parties except

  • from the date of registration in the commercial register.

Incorporation Requirements

  • For incorporation, an application should be submitted by its founder or his representative to GAFI (General Authority for Free Zones and Investment) together with the memorandum and articles of associations.

  • The one-person company shall have its internal regulation that includes its name, purposes, the data of its founder, duration, how it is managed, the address of its head office, branches, the amount of its capital and the company liquidation rules. And any other data specified by the Executive Regulations.

  • If the founder of the company is one of the persons of public law, the approval of the Prime Minister or the competent minister must be obtained by the company.

  • The company's capital should be paid in full upon the establishment of the company.

Required Documents for establishing one person company: 1- A non-confusion certificate

authenticated from the Commercial registry; 2- A Banking certificate by depositing 100% from the capital; 3- A copy of the national identification or the passport (with having a valid residence visa); 4- A power of attorney; 5- A security check application for the company's owner or and/or the foreign manager; 7- Determining the name and address of the legal consultant of the company; 8- The Certificate of the Auditor of the company; and 9- A possession deed of the company headquarter or the lease contract of the same.