Minutes of General Assemblies

Ordinary and extraordinary general assemblies are among the most important oversight and decision-making bodies in companies and associations. The conditions for their convening and the validity of their decisions are defined by law and the entity's bylaws. In Egypt, these rules generally fall under the Companies Law.

The Ordinary General Assembly handles the regular, periodic matters of the company or association. It typically meets at least once a year, after the end of the fiscal year.

• Time of Convening:
  • Must be held at least once per year, within six months of the end of the fiscal year.
  • Additional meetings can be held whenever necessary.
• Invitation to the Meeting:
  • Sent to shareholders/members, the board of directors, and the auditor.
  • Usually via registered letters, at least 21 days before the meeting date (excluding the day of sending and the day of the meeting).
  • The invitation must include the meeting agenda, and a copy must be sent to the competent administrative authority.
• Quorum (Attendance Requirements):
  • First Meeting: Must be attended by shareholders or partners representing a quorum specified in the company’s bylaws—usually between one-quarter and one-half of the capital or number of members.
  • Second Meeting (if the first quorum is not met):
    • Held within a specific period (e.g., 30 days).
    • May be valid regardless of attendance or with a lower quorum (e.g., one-quarter of the capital), depending on the bylaws.
• Topics Typically Discussed:
  • Approval of the financial statements and the board of directors' activity report.
  • Approval of profit distribution.
  • Election or modification of board members.
  • Appointment of or response to an auditor’s resignation.
  • Any other topics listed in the agenda or proposed by:
    • the board of directors,
    • the relevant administrative authority,
    • or a specified percentage of shareholders/members (e.g., 5% of the capital).

The Extraordinary General Assembly deals with critical or exceptional matters requiring amendments to the company or association’s bylaws. It does not have a fixed schedule and is convened when necessary.

• Calling the Meeting:
  • Usually by the board of directors, or upon request of shareholders/members representing a certain percentage of capital (e.g., 10%–11% in companies or 25% in associations, depending on the law).
  • If the board does not call the meeting within one month of the request, the requesters may appeal to the competent authority to issue the call.
• Quorum (Attendance Requirements):
  • First Meeting:
    • Requires attendance of shareholders or capital holders representing three-quarters of the capital (in companies), or 50% of members (in associations).
  • Second Meeting (if the first quorum is not met):
    • Held within 30 days, and valid if attended by shareholders representing half the capital (in companies), or a lower percentage in associations.
  • Third Meeting (if the second quorum is not met):
    • In some cases (especially companies), a third meeting may be called and considered valid regardless of attendance—but decisions may require approval from the competent authority.
• Topics Typically Discussed (Major Amendments):
  • Amendments to the bylaws (without increasing the obligations of shareholders/members).
  • Capital increase or reduction.
  • Issuance of debt instruments or financial sukuk.
  • Dissolution, liquidation, or merger of the company or association.
  • Transformation of the legal form of the entity.