By a decision of the competent minister, joint stock companies, recommendation companies of both types, limited liability companies, one-person companies and partnership companies, whether Egyptian or foreign companies that are carrying on their main activity in Egypt, may be licensed to merge into Egyptian joint stock companies or with these companies and form a new Egyptian company.
The Executive Regulations shall specify the manner of valuation of the assets of the companies wishing to merge and the procedures, conditions and conditions of the merger, and the actual value of the assets of each of the merged and merged companies shall be taken into account when issuing the shares that are given in exchange for the capital of the merged company, and the merged company or the company resulting from the merger shall be considered as the successor to the merged companies, and shall replace them with legal solutions in respect of them and what they have to offer, within the limits of what was agreed upon in the merger contract.
Without prejudice to the rights of creditors, the shares of the company resulting from the merger or the shares that are given in exchange for the capital of the merged company as soon as they are issued, and the merged companies and their shareholders are exempted, as well as the merged company or the resulting company from all taxes and fees due due to the aforementioned merger, and the merger shall be carried out by a resolution issued by the Extraordinary General Assembly of each of the merged and merged companies or from the group of partners who own the majority of the capital, as the case may be. If they object to the decision to merge into the association or do not attend the meeting with an acceptable excuse, request to exit the company and refund the value of their shares, by means of a written request that reaches the company within thirty days from the date of the month of the merger decision and indicate the executive bylaws. Other conditions and procedures for this application and how to decide on it.
The value of the shares or shares shall be estimated by agreement, or by way of the judiciary, provided that the current value of all the company's assets is taken into account, and the undisputed value of the shares or shares issued therefrom shall be paid to their owners before the completion of the merger procedures.
The company may be divided into two or more companies, and each of the companies arising from the division shall have an independent legal personality once it is registered in the Commercial Register, and in this case, the procedures, conditions and conditions stipulated in this Law and its Executive Regulations shall be followed with regard to the valuation of the in-kind share.
Companies resulting from the division may take any form of companies subject to the provisions of this Law, except for one-person companies, after completing the legal procedures to complete that form and without being bound by the legal form of the company subject to division, and the Executive Regulations of this Law shall specify the conditions and procedures for the division of companies.
The decision to divide shall be issued by the Extraordinary General Assembly of the Company or by the group of partners, as the case may be, by a majority of three-fourths of the capital, and the decision issued by the division shall include the number of shareholders or partners, their names, the share of each of them in the companies resulting from the division and subject to the provisions of this Law, the rights and obligations of each of them, and the distribution of assets and liabilities among them. The place of the division shall be in accordance with the provisions of the partition decision, in a manner that does not prejudice the rights of the creditors.
The procedures stipulated in Article (135) of the Companies Law shall apply to the shareholders and partners who did not agree to the division decision, and the Executive Regulations of this Law shall specify the procedures for preserving the rights of creditors, bondholders and financing instruments issued by the company.
Without prejudice to the provisions of the Capital Market Law promulgated by Law No. 95 of 1992, the shares of companies resulting from the split may be traded as soon as they are issued, unless there are restrictions on the trading of these shares in whole or in part.