Legal Entity Modification to Add Branches Inside and Outside the Country
To modify your company’s legal entity and add new branches—whether inside Egypt or abroad—you will need to follow specific legal and administrative procedures. These procedures vary depending on the legal form of your company (e.g., joint stock company, limited liability company, etc.).
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- Hold a meeting of the Extraordinary General Assembly (or Board of Directors/Partners depending on the legal form): The decision to add branches must be approved by the appropriate authority within the company. This usually requires an Extraordinary General Assembly meeting (for joint stock companies) or a resolution by the partners (for limited liability companies).
- Prepare minutes of the meeting/resolution: This decision must be documented in an official record that includes approval to add the branches, their initial locations (if known), and authorization for a representative to carry out the necessary legal procedures.
- Amend the company’s Articles of Association or incorporation contract: In most cases, adding branches requires amending the company’s founding documents to include the branches or refer to the possibility of establishing them.
Governmental Procedures in Egypt (for Branches Inside the Country)
Copy- Commercial Registry: You will need to submit a request to amend your company’s commercial registration to include the new branch information. This usually requires submitting the General Assembly minutes or partners’ resolution, along with other required documents.
- Tax Card: The company’s tax card must be updated to reflect the new branches.
- Social Insurance Authority: You must register employees at the new branches with the National Organization for Social Insurance.
- Necessary licenses: Some activities or locations may require additional licenses from relevant authorities (e.g., Civil Defense, Ministry of Health, Environmental Affairs, etc.) for each branch.
Governmental Procedures Abroad (for Branches Outside the Country)
CopyAdding branches outside Egypt is more complex and largely depends on the laws of the target country. In general, you will need to:
- Study investment laws in the target country: Each country has its own requirements for establishing foreign company branches, which may include:
- Allowed legal forms: Is direct branch establishment allowed, or must you set up a subsidiary?
- Minimum capital requirements: Is there a required minimum capital for the branch?
- Approvals and licenses: What governmental approvals and licenses are necessary?
- Tax and labor regulations: Understand the host country's tax system and labor laws.
- Hire a local attorney: It is highly recommended to appoint a lawyer specialized in investment law in the target country to help you understand the procedures and submit the required documents.
- Document authentication: You will likely need to translate and authenticate all Egyptian company documents (e.g., Articles of Association, Commercial Registration, branch resolution) through the Egyptian Ministry of Foreign Affairs and then through the embassy or consulate of the target country in Egypt.
- Register with official authorities: You must register the branch with the commercial, tax, and other relevant authorities in the host country.