Rayan & Samir Consultation's

For foreign investors

Five entity types. One right structure for your business.

A deeper comparison than the Market Entry overview. Minimum capital, foreign ownership, governance, tax treatment, audit obligations, and the case for and against each entity.

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The entity choice is where most foreign entrants go wrong, and the cost surfaces months later when the wrong vehicle is already in place. This page goes deeper than the pillar overview on the five vehicles that matter, with the side-by-side table, the decision tree, and the scenarios that recur on the discovery call.

Pending advisor validation

This page is sourced from public Egyptian regulatory references and our internal advisory notes. Our advisors are reviewing the specifics for final sign-off. Book a 30-minute call for advice tailored to your case.

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Decision tree

Which entity fits your case?

Most decisions resolve on one of the eight branches below. The first condition that matches your project is usually the right starting point. The discovery call covers the edge cases.

  1. Two or more shareholders, general trading or services, primarily for the Egyptian or regional market

    Limited Liability Company (LLC) — the default vehicle for most foreign entrants

  2. Single founder wanting full limited liability, services or consulting, no immediate co-investor

    One-Person Company (OPC)

  3. Three or more shareholders, capital-intensive, plans for an external investor or eventual listing

    Joint-Stock Company (JSC) — also mandatory for banking, insurance, and certain regulated activities

  4. Manufacturing where the majority of output is exported, or a logistics hub serving COMESA, AfCFTA, GCC, or EU markets

    Free Zone Company (Law 72/2017) — customs and tax exemption regime

  5. Re-export or assembly with material customs exposure on inputs

    Free Zone (Law 72) — the duty and tax-exemption case is decisive

  6. Foreign parent wants Egyptian market presence for liaison, procurement, market research — no Egyptian-side revenue

    Foreign Office Branch (Representative Office)

  7. Bank, insurer, fund manager, or other activity that the law specifically reserves to a JSC

    Joint-Stock Company (JSC) — there is no alternative

  8. Holding entity for a portfolio of Egyptian subsidiaries

    LLC — simpler governance and lower running cost than a JSC, which is overbuilt for holding

Side-by-side

The five vehicles, side-by-side

Minimum capital, foreign ownership, typical timeline, and the headline use case. Use the table to scan, then use the scenarios below to land on the right choice.

LLC

Minimum capital
EGP 1,000
Foreign ownership
100% in most sectors
Typical timeline
7–14 working days
Best for
Most foreign businesses entering Egypt

One-Person Co.

Minimum capital
EGP 1,000
Foreign ownership
100% in most sectors
Typical timeline
5–10 working days
Best for
Single founders who want corporate protection

Joint-Stock

Minimum capital
EGP 250,000 issued (10% on incorporation)
Foreign ownership
100% in most sectors
Typical timeline
14–30 working days
Best for
Larger capital, multiple shareholders, fundraising plans

Free Zone (Law 72)

Minimum capital
Varies by activity (set by GAFI Free Zone Board)
Foreign ownership
100%
Typical timeline
30–60 days (requires GAFI Free Zone Board approval)
Best for
Manufacturing primarily for export

Foreign Office Branch

Minimum capital
Foreign ownership
100% (always a branch of the foreign parent)
Typical timeline
21–45 working days
Best for
Representation, market research, liaison — no revenue

Beyond the table

Governance and tax

The comparison table covers capital and timeline. The governance and tax differences below usually decide between two short-listed vehicles.

LLC

Governance
Two-tier optional. Manager(s) appointed by the shareholders; no statutory board required. Annual general meeting for accounts approval.
Audit
External audit mandatory.
Tax
Standard corporate income tax (22.5%). VAT 14% on most activities. Dividend distribution tax 10% (5% for listed entities).

One-Person Company

Governance
Single owner; single manager (the owner or an appointee). Decisions documented in a written resolution.
Audit
External audit mandatory.
Tax
Same corporate tax treatment as an LLC. Owner-employee remuneration follows the standard personal-income tax brackets.

Joint-Stock Company

Governance
Board of directors (minimum three members, majority Egyptian residents in some sectors). General assembly. Stricter shareholder-rights regime than the LLC.
Audit
External audit mandatory; statutory auditor appointed by the general assembly.
Tax
Standard corporate tax. Listed JSCs benefit from a reduced dividend tax (5%). Capital-market transactions on Egyptian Exchange-listed shares carry their own tax regime.

Free Zone (Law 72)

Governance
Same governance shapes as the LLC or JSC, with additional reporting to the GAFI Free Zone Authority.
Audit
External audit mandatory; additional GAFI-format reporting on output, exports, and customs.
Tax
Exempt from corporate income tax on Free Zone activities. Exempt from customs duty on inputs. Subject to an annual GAFI fee (1% of revenue for most activities; rate varies by zone and activity).

Foreign Office Branch

Governance
Branch of the foreign parent — no separate corporate governance. The branch manager is the local representative.
Audit
External audit of the Egyptian books mandatory. Annual filing with GAFI and the Companies Department.
Tax
No corporate tax on the branch itself when properly structured as a non-revenue representative office. Personnel and operating costs are funded from the parent and are not Egyptian-source income.

Real engagements

Common scenarios

Six engagements from the last two years (anonymised), with the entity choice and the reasoning. Most cases land on these patterns.

  • A Saudi industrial group wants to manufacture food-processing equipment, with 70%+ output going to the GCC and East African markets.

    Choice: Free Zone (Law 72) inside an industrial-zone Free Zone.

    Customs exemption on imported inputs, corporate-tax exemption on Free Zone activities, and a GAFI single-window licensing path. The binding constraint is the 30–60 day GAFI Free Zone Board approval window, not the entity setup.

  • A Turkish family office wants to hold three Egyptian subsidiaries (real estate, hospitality, agro-processing) under one roof.

    Choice: LLC holding entity.

    Three subsidiaries do not need the board and annual general assembly a JSC requires. The LLC's lower governance burden means lower running cost, and the structure positions the group cleanly for a future spin-off if a subsidiary is sold.

  • A European fintech wants to launch a payments product in Egypt under Central Bank licensing.

    Choice: Joint-Stock Company (JSC).

    Central Bank payment-services licensing requires a JSC; there is no alternative. The Central Bank sets a capital requirement in addition to the JSC's standard EGP 250,000 minimum.

  • A solo German consultant wants to set up a Cairo-based advisory practice serving GCC and European clients from Egypt.

    Choice: One-Person Company (OPC).

    Full limited liability without a co-shareholder. Simpler than an LLC and materially cheaper than a JSC. The OPC's standard EGP 1,000 minimum capital suits a services business.

  • A Chinese auto-parts manufacturer wants to scout the Egyptian market before committing to a full factory.

    Choice: Foreign Office Branch (Representative Office) for the scouting phase.

    No Egyptian-side revenue means no tax exposure. The parent can hire a local manager, run market studies, and sign a memorandum with potential distributors without locking in an entity choice. When the manufacturing decision lands in 12–18 months, a Free Zone (Law 72) entity replaces the Branch.

  • Two Egyptian-American co-founders want to launch a SaaS company with a US holding entity above.

    Choice: Egyptian LLC owned by the US holding.

    The standard tech-startup structure. The LLC carries the Egyptian engineering team and local revenue; the US Delaware C-corp above carries the global IP, global revenue, and cap table. The Egypt–US tax treaty governs the cross-border flow.

Common questions

What investors ask after this comparison

The questions below come up on almost every discovery call that starts with the entity decision.

Land on the right entity before the paperwork starts.

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