The competent administrative authority must maintain a special register for recording the branches of foreign companies in Egypt. Article (310) of the Regulations specified the data that must be recorded in this special register, which includes the name of the original company, its principal center, its purpose, the branch's address in Egypt, the activity it conducts, the date and number of its registration in the Commercial Register, and all other related data.
Article (169) of the Law indicated that the Executive Regulations must determine the conditions under which branches of foreign companies or their equivalents submit their balance sheets (EU equivalent: Annual Accounts / Financial Statements) to the competent administrative authority, along with the papers and documents that must be attached to the balance sheet.
In application thereof, Article (312) of the Regulations detailed the data and documents that branches must notify the administrative authority of annually. These include copies of the financial statements, the auditor's report (EU equivalent: Statutory Auditor's Report), the names of the managers and their nationalities, the number of employees, their positions, nationalities, total wages, as well as the wages of Egyptian workers, the profits realized, and the employees' share. The legislator requires that the branch of a foreign company have an auditor who meets the conditions prescribed for auditors of joint-stock companies (EU equivalent: Public Limited Companies - PLC / Societas Europaea) (Article 166/1 of the Law and Article 311 of the Regulations).
The Commercial Register
The provisions of the Commercial Register Law No. 34 of 1976 and its Executive Regulations are summarized as follows:
A-According to Article Three of the Executive Regulations of the aforementioned Commercial Register Law, registering companies whose principal center or management center is abroad requires the approval of the General Authority for Investment for companies subject to the provisions of Law No. 72 of 2017 promulgating the Investment Law. According to the same article, for other companies not subject to the provisions of this law, an agreement is reached between the Minister of Trade and the competent Minister regarding registration in the register. Pursuant to the end of the aforementioned Article Three, the branch, industrial house, or agency is registered based on an agreement between the Minister of Trade and the Minister of Investment, acting as the competent Minister.
B-The application for registration in the Commercial Register is submitted according to Annex No. (1) of Ministerial Decree No. 946 of 1976, previously referred to, within one month from the date of the Investment Authority's approval (Item Third (B) of Chapter Two of Part One of the aforementioned Annex (1)). The application must include, in addition to the data stipulated in Chapter One of the same annex, the approval of the General Authority for Investment, as well as the debit balance of the branch or office owed to the headquarters, if any.
C- The application must be accompanied by the documents specified in the same ministerial decree, which are: the approval of the General Authority for Investment, the decision issued to open the branch legalized by the competent authority, and a certified true copy of the company's articles of incorporation (EU equivalent: Articles of Association / Memorandum of Association) or an extract from the commercial register of the foreign company legalized by the competent authority and translated into Arabic.
D- According to Part Two of the aforementioned Annex No. (1) regarding making annotations in the register, Item Third (B) stipulates that for all companies whose principal center or management center is located abroad and which conduct commercial or other business in Egypt, an application for annotation must be submitted within one month from the date of the occurrence of the event requiring the annotation. This must include a copy of the decision issued by the foreign establishment regarding the amendments that occurred, legalized by the competent authority, including an approved Arabic translation, accompanied by the approval of the Investment Authority for this amendment.
E- The application for renewal of registration is submitted every five years, calculated from the date of the first registration or the date of the last renewal. If the application is submitted during the ninety days following the expiration of the period in the manner described, a double fee is paid. Furthermore, the registration is struck off if the renewal application is submitted after ninety days have passed from the date the concerned party is warned by a registered letter with acknowledgment of receipt (Item (A) of Part Three of Annex No. (1)).
F-The application for erasure (strike-off) is also submitted within one month from the date of the occurrence of the event that necessitates it. The application must be accompanied by the decision issued to cease the activity of the branch belonging to the foreign company whose headquarters is located abroad, legally legalized by the competent authority and including an approved Arabic translation.
D -(Second) According to Article (14) of the same Regulations, the Commercial Registration Authority issues in the first week of every month a newspaper called the Commercial Names Gazette (EU equivalent: Official Companies Gazette / Business Register Gazette). It specifically includes five chapters; Chapter Four thereof includes projects established in implementation of the Investment Law No. 72 of 2017, as well as foreign establishments whose headquarters are abroad, and partnerships if a foreign national is a partner in them.
It is noted regarding the provisions of the aforementioned Ministerial Decree issued in implementation of the Commercial Register Law No. 34 of 1976, that it requires the approval of the General Authority for Investment for registration in the Commercial Register or for annotating an amendment in this register. This applies to the establishment of branches of foreign companies in general, even if they are not subject to Law No. 72 of 2017.
Given the explicitness of these provisions referred to in Ministerial Decree No. 946 of 1976, they apply to branches of foreign companies even if they are subject to the Companies Law No. 159 of 1981.