ARAB REPUBLIC OF EGYPT

PRIME MINISTER’S DECREE NO. 2310 OF 2017

Issued on 28 October 2017 | Published on 28 October 2017

Official Gazette, Issue No. 43 (Bis A) | Effective as of 29 October 2017

EXECUTIVE REGULATIONS OF THE INVESTMENT LAW PROMULGATED BY LAW NO. 72 OF 2017

Sherif Ismail — Prime Minister

PREAMBLE

Having reviewed the Constitution;

The Penal Code promulgated by Law No. 58 of 1937;

The Civil Code promulgated by Law No. 131 of 1948;

The Code of Criminal Procedure promulgated by Law No. 150 of 1950;

The Code of Civil and Commercial Procedure promulgated by Law No. 13 of 1968;

Law No. 95 of 1945 on Supply Affairs;

Law No. 68 of 1947 on Notarization;

Law No. 84 of 1949 on the Registration of Commercial Vessels;

Law No. 453 of 1954 on Industrial and Commercial Establishments;

Law No. 308 of 1955 on Administrative Distraint;

Law No. 21 of 1958 on Organizing and Encouraging Industry in the Egyptian Region;

Law No. 113 of 1958 on Appointments in Joint-Stock Companies and Public Institutions;

Law No. 173 of 1958 Requiring Authorization Prior to Working for Foreign Bodies;

Law No. 89 of 1960 on the Entry, Residence, and Departure of Foreigners in the Arab Republic of Egypt;

The Public Authorities Law promulgated by Law No. 61 of 1963;

The Customs Law promulgated by Law No. 66 of 1963;

Law No. 12 of 1964 Establishing the Egyptian General Corporation for Maritime Transport;

Law No. 70 of 1964 on Notarization and Registration Fees;

Law No. 100 of 1964 on Regulating the Leasing and Disposal of State-Owned Private-Law Immovable Property;

The Agriculture Law promulgated by Law No. 53 of 1966;

Law No. 84 of 1968 on Public Roads;

Law No. 1 of 1973 on Hotel and Tourism Establishments;

Law No. 2 of 1973 on the Ministry of Tourism’s Supervision of Tourist Areas and Their Exploitation;

Law No. 73 of 1973 on Determining the Conditions and Procedures for the Election of Workers’ Representatives on the Boards of Directors of Public Sector Units, Joint-Stock Companies, Associations, and Private Institutions;

The Social Insurance Law promulgated by Law No. 79 of 1975;

Law No. 118 of 1975 on Import and Export;

Law No. 34 of 1976 on the Commercial Register;

Law No. 108 of 1976 on Social Insurance for Employers;

Law No. 43 of 1979 on the Local Administration System;

Law No. 59 of 1979 Establishing Urban Communities;

Law No. 111 of 1980 on Stamp Duty;

The Civil Aviation Law promulgated by Law No. 28 of 1981;

Law No. 134 of 1981 on Desert Lands;

The Joint-Stock Companies, Partnerships Limited by Shares, and Limited Liability Companies Law promulgated by Law No. 159 of 1981, and its Executive Regulations;

The Public Sector Entities and Companies Law promulgated by Law No. 97 of 1983;

The Antiquities Protection Law promulgated by Law No. 117 of 1983;

The Customs Exemptions Organization Law promulgated by Law No. 186 of 1986;

The Maritime Trade Law promulgated by Law No. 8 of 1990;

Law No. 7 of 1991 on Certain Provisions Relating to State Private Property;

The Public Business Sector Companies Law promulgated by Law No. 203 of 1991;

The Capital Market Law promulgated by Law No. 95 of 1992;

The Environment Law promulgated by Law No. 4 of 1994;

The Arbitration in Civil and Commercial Matters Law promulgated by Law No. 27 of 1994;

Law No. 95 of 1995 on Financial Leasing;

Law No. 5 of 1996 on the Rules Governing the Gratuitous Disposal of State-Owned or Public Juridical Person Desert Lands, or Their Lease at a Nominal Rent, for the Establishment or Expansion of Investment Projects;

Law No. 230 of 1996 Regulating the Ownership of Real Estate and Vacant Land by Non-Egyptians;

Law No. 231 of 1996 on Certain Special Provisions Governing the Employment of Egyptians by Foreign Entities;

Law No. 3 of 1997 on Granting the Public Utility Concession for the Construction, Management, and Operation of Airports and Landing Grounds;

The Tenders and Auctions Organization Law promulgated by Law No. 89 of 1998;

The Commerce Law promulgated by Law No. 17 of 1999;

Law No. 7 of 2000 Establishing Conciliation Committees in Certain Disputes to which Ministries and Public Juridical Persons are Parties;

The Central Securities Depository and Registry Law promulgated by Law No. 93 of 2000;

The Mortgage Finance Law promulgated by Law No. 148 of 2001;

The Intellectual Property Rights Protection Law promulgated by Law No. 82 of 2002;

The Special Economic Zones Law promulgated by Law No. 83 of 2002;

The Telecommunications Organization Law promulgated by Law No. 10 of 2003;

The Labour Law promulgated by Law No. 12 of 2003;

The Central Bank, Banking Sector, and Monetary System Law promulgated by Law No. 88 of 2003;

The Civil Aviation Fees and Service Charges Law promulgated by Law No. 93 of 2003;

Law No. 15 of 2004 on Regulating Electronic Signatures and Establishing the Information Technology Industry Development Authority;

The Small Enterprises Development Law promulgated by Law No. 141 of 2004;

The Competition Protection and Anti-Monopoly Practices Law promulgated by Law No. 3 of 2005;

The Income Tax Law promulgated by Law No. 91 of 2005;

The Building Law promulgated by Law No. 119 of 2008;

The Economic Courts Establishment Law promulgated by Law No. 120 of 2008;

The Built Property Tax Law promulgated by Law No. 196 of 2008;

Law No. 10 of 2009 on Regulating the Supervision of Non-Banking Financial Markets and Instruments;

The Private Sector Participation in Infrastructure Projects, Services, and Public Utilities Organization Law promulgated by Law No. 67 of 2010;

Law No. 133 of 2010 Authorizing Petroleum Refining Projects to Operate under the Free Zones System;

Law No. 14 of 2012 on Integrated Development in the Sinai Peninsula;

The Sukuk Law promulgated by Law No. 10 of 2013;

Law No. 32 of 2014 on Organizing Certain Challenge Procedures Against State Contracts;

Law No. 63 of 2014 on the Maximum Income Ceiling for Wage-Earning Employees of State Agencies;

Law No. 141 of 2014 Regulating Microfinance Activities;

Law No. 203 of 2014 on Incentivizing Electricity Production from Renewable Energy Sources;

The Electricity Law promulgated by Law No. 87 of 2015;

The Movable Guarantees Organization Law promulgated by Law No. 115 of 2015;

The Value Added Tax Law promulgated by Law No. 67 of 2016;

The Industrial Establishment Licensing Procedures Facilitation Law promulgated by Law No. 15 of 2017;

The Sports Law promulgated by Law No. 71 of 2017;

The Investment Law promulgated by Law No. 72 of 2017;

Prime Minister’s Decree No. 1820 of 2015 Issuing the Executive Regulations of the Investment Guarantees and Incentives Law promulgated by Law No. 8 of 1997;

Upon the proposal of the Minister responsible for investment affairs;

Following the approval of the Council of Ministers;

And upon the opinion of the State Council;

 

It is hereby decreed:

 

ENACTMENT PROVISIONS

 

Article 1 — Enactment

Without prejudice to the provisions of Law No. 7 of 1991 on State Private Property, the Special Economic Zones Law promulgated by Law No. 83 of 2002, Law No. 14 of 2012 on Integrated Development in the Sinai Peninsula, and the Industrial Establishment Licensing Procedures Facilitation Law promulgated by Law No. 15 of 2017, the Executive Regulations of the Investment Law promulgated by Law No. 72 of 2017, accompanying this Decree, shall enter into force.

 

Article 2 — Enactment

Without prejudice to the provisions of the Special Economic Zones Law promulgated by Law No. 83 of 2002, the provisions of the accompanying Regulations shall apply to investment projects established under the domestic investment system in those zones.

 

Article 3 — Enactment

The Executive Regulations of the Investment Guarantees and Incentives Law issued by Prime Minister’s Decree No. 1820 of 2015 referred to herein are hereby repealed, as are all provisions conflicting with the provisions of the accompanying Regulations.

 

Article 4 — Enactment

This Decree shall be published in the Official Gazette and shall enter into force as of the day following the date of its publication.

 

 

PART ONE: GENERAL PROVISIONS

 

Chapter One: Activities and Sectors Subject to the Investment Law

 

Article 1

The following investment activities shall be deemed subject to the provisions of the Investment Law, without prejudice to the controls set forth in the laws and regulations governing such activities:

 

First — The Industrial Sector, comprising:

 

  1. Industrial activities involving the transformation and alteration of materials and raw materials by blending, mixing, processing, shaping, or packaging them, and the assembly and installation of parts and components to produce intermediate or final products, excluding the manufacture of tobacco, tombac, moassel, and nasal snuff, and alcoholic beverages and liquors of all types.
  2. Design or manufacture of industrial machinery, equipment, and production lines, and management of the implementation or restructuring of factories, including: (a) engineering design works for equipment, production lines, and factories; (b) preparation, manufacture, and promotion of models and molds for machinery and products; (c) production of equipment and production lines; (d) implementation management works for industrial, service, and utility projects of varying activities, and technical and administrative restructuring of factories.
  3. Cinema industry activities, including establishing or leasing cinema production studios, laboratories, or screening venues, or operating them, including filming, developing, printing, producing, screening, and distribution.
  4. Integrated industrial development of industrial zones, or the completion of development, marketing, or management of industrial zones, including: (a) preparation of economic and planning studies for the industrial zone; (b) preparation of economic, engineering, and technological studies for projects; (c) construction of the infrastructure and external infrastructure sources for the industrial zone; (d) marketing and promotion of industrial zone lands to attract capital and industrial projects; (e) construction of factory buildings in the industrial zone offered ready-made to projects; (f) management of the industrial zone and maintenance of its utilities and installations.

These activities may be carried out jointly or separately.

 

Second — The Agriculture, Animal, Poultry, and Fisheries Production Sector, comprising:

 

  1. Reclamation and cultivation of fallow or desert lands, including: (a) reclamation and preparation of lands with basic utilities making them suitable for cultivation; (b) cultivation of reclaimed lands. In both cases, the lands must be designated for reclamation and cultivation purposes and modern irrigation methods — not flood irrigation — must be used.
  2. Animal, poultry, and fisheries production, including: (a) breeding of all types of animals, whether for breed production, dairy, fattening, or meat; (b) breeding of all types of poultry and birds, whether for breed production, hatching, egg production, fattening, or meat; (c) breeding of horses; (d) fish farms.
  3. Genetic engineering in plant and animal fields.

 

Third — The Trade Sector, comprising:

 

Projects investing in the development of domestic trade that work to stimulate and encourage investment in commercial activities, represented by commercial centres, wholesale trade, retail trade, and supply chains, provided that any of them takes the form of an Egyptian joint-stock company. Exempted from this condition are companies and establishments operating in remote areas and new urban communities.

 

Fourth — The Education Sector, of any type or level, comprising:

 

  1. Establishment, management, or operation of schools.
  2. Establishment, management, or operation of technical education schools and institutes.
  3. Establishment of universities.

 

Fifth — The Healthcare Sector, comprising:

 

Establishment of hospitals and medical and treatment centres, including: (a) specialized, integrated, or general hospitals, and the internal treatment or medical activities they include; (b) diagnostic or treatment medical centres. Provided that 10% of occupied beds per year are provided free of charge relative to the hospital, or of cases receiving medical, treatment, or diagnostic services relative to the centre.

 

Sixth — The Transport Sector, comprising:

 

  1. Mass transit within, to, and from cities and urban communities, subject to the following controls: the minimum transport capacity shall not be less than 300 seats per project; vehicles used shall be new and not previously licensed or used; vehicles shall be operated on natural gas, and importing diesel-powered vehicles for this purpose is prohibited; garages and maintenance workshops shall be provided for companies within new cities; the activity management headquarters shall be located within the new urban community; companies shall commit to determining routes and timetables for their vehicles, approved by the competent traffic administration; route guideline boards shall be placed at the front of the vehicle; compliance with the Ministry of Transport’s conditions and controls regarding loads, lengths, and other conditions; compliance with environmental protection and pollution prevention conditions.
  2. River, maritime, and coastal transport for vessels operating under the Egyptian flag, and high seas, including: (a) river transport, covering the transport of passengers, goods, equipment, or materials of all types, or containers using various river transport means; (b) maritime and coastal transport, covering the transport of raw materials, goods, and passengers for vessels operating under the Egyptian flag; (c) high seas maritime transport, covering the transport of raw materials, goods, and passengers outside territorial waters using vessels and various maritime transport means such as tankers, steamers, and ferries.
  3. Air transport and directly related services: (a) air transport of passengers and goods, whether scheduled or charter; (b) construction, preparation, operation, management, maintenance, and exploitation of airports and landing grounds or parts thereof, and operation, management, maintenance, and exploitation of existing airports and their landing grounds, and other services directly related to air transport such as maintenance, repair, catering, and training; (c) international airports and landing grounds concession.
  4. Road freight transport, including cross-border transit and railway transport.
  5. Refrigerated transport of goods and cold storage units for preserving agricultural crops, industrial products, and foodstuffs, container stations, and grain silos, including ownership or leasing of refrigerated or frozen goods transport, cold storage units for preserving and refrigerating or freezing agricultural crops, industrial products, and foodstuffs, container stations, and grain storage silos. Loading and unloading services necessary for carrying out any of these activities are included within all the aforementioned activities.

 

Seventh — The Tourism Sector, comprising:

 

  1. Hotels, safari yachts, motels, hotel apartments, tourist villages and camps, and tourist transport, including: (a) fixed and floating hotels and safari yachts, motels, hotel apartments and suites, tourist villages, and complementary or related activities whether service, entertainment, sporting, commercial, or cultural, as well as completion and expansion of their facilities, provided that the level of hotels, motels, hotel apartments and suites, and tourist villages shall not be less than three stars, and that the total area of units sold therefrom shall not exceed half of the total built areas of the project’s accommodation capacity; (b) tourist camps, provided their level is not less than three stars — exempted from the three-star condition in items (a) and (b) are tourist projects established in New Valley Governorate and promising areas outside the Old Valley to be determined by a Prime Ministerial decree; (c) all means designated for the transport of tourists by land, river, sea, or air; (d) integrated tourist development projects, provided they take the form of an Egyptian joint-stock company.
  2. Management and tourist marketing of hotels, motels, hotel apartments, and tourist villages.
  3. Establishment, operation, and management of fully-serviced Nile marinas necessary for their tourist operation and security, provided that the river environment is preserved from pollution and fire hazards at specified and approved locations, and that the absorptive capacity of each is not less than 24 floating hotels.
  4. Establishment and operation of yacht marinas, golf courses, diving centres, and complementary or related activities.
  5. Medical tourism for patients, by organizing reservation procedures at hospitals, medical and treatment centres, and other matters as determined by a decision of the Minister responsible for health in coordination with the Minister responsible for tourism.
  6. Eco-tourism, by establishing and managing eco-lodges and bird-watching sites, coral reefs, and other distinctive ecosystems.
  7. Services companies at archaeological sites and museums, in accordance with the controls and provisions issued by a decision of the authority competent for this activity.

 

Eighth — The Housing, Construction, and Building Sector, comprising:

 

  1. Housing projects whose units are fully leased for non-administrative residential purposes, provided the number of such units is not less than fifty residential units, whether built in a single building or several buildings.
  2. Social housing projects and housing projects directed at lower-income groups.
  3. Real estate investment in new cities and urban communities, remote areas, and areas outside the Old Valley.
  4. Basic infrastructure including drinking water, sanitation, electricity, roads, telecommunications, multi-storey car parks, parking management meters, metro lines, surface metro lines, car tunnels, and irrigation pump stations, including: (a) establishment, operation, management, and maintenance of sanitation or industrial wastewater treatment stations and their connections; (b) construction, management, exploitation, and maintenance of freeways, express, and main roads; (c) design, construction, management, operation, and maintenance of metro tunnel lines or parts thereof; (d) design, construction, management, operation, and maintenance of surface metro lines within or between cities; (e) design, construction, management, and operation of car tunnels; (f) establishment, management, and operation of multi-storey car parks under the BOT system (Build, Operate, Transfer), whether underground or aboveground, and parking management meters under the BOT system; (g) preparation of technical, economic, and feasibility studies for investment projects in the infrastructure field; (h) design, construction, management, operation, exploitation, or maintenance of railway and metro lines domestically or abroad; (i) operation, maintenance, and exploitation of rolling stock units domestically and abroad; (j) establishment, management, operation, and maintenance of irrigation water pump stations and their distribution networks and transport lines for lands designated for reclamation and cultivation.
  5. Planning, establishment, and development of urban areas (industrial zones, urban communities, remote areas, and areas outside the Old Valley).

 

Ninth — The Sports Sector: comprising all services provided through the sports field, whether in the form of management, marketing, operation, management of sports activities, establishment of private clubs, academies, health clubs, or fitness centres. Companies established to engage in these activities of all types must take the form of joint-stock companies.

 

Tenth — The Electricity and Energy Sector: comprising the design, construction, production, management, operation, and maintenance of electricity and energy generation stations of various sources, and their distribution networks and sales.

 

Eleventh — The Petroleum and Natural Resources Sector, comprising:

 

  1. Petroleum support services for drilling and exploration operations, including: (a) services related to petroleum exploration; (b) maintenance and stimulation of petroleum wells; (c) maintenance of drilling equipment and petroleum pumps; (d) drilling of water wells and shallow wells necessary for petroleum purposes; (e) civil works complementary to drilling and maintenance works; (f) surface treatment from deposits; (g) services related to lowering casing pipes and production tubing.
  2. Establishment or management of natural gas receiving stations, or re-gasification or preparation for distribution, or extension of gas networks from production sites to usage sites in cities, villages, and development areas by specialized carriers or pipelines, excluding petroleum transport.
  3. Activities related to natural or industrial salt works or rock salt.

 

Twelfth — The Water Sector: comprising the establishment, management, operation, and maintenance of water desalination and treatment stations, their distribution networks and transport lines, and water treatment and recycling, in accordance with the applicable technical and scientific standards.

 

Thirteenth — The Telecommunications and Information Technology Sector: comprising information technology and telecommunications projects, computer systems and their development, and projects investing in the development of intellectual property rights including patents, models, and industrial designs, as follows:

 

  1. Information technology and telecommunications industry, including industrial activities, design and development of electronics, data centres, outsourcing activities, software development, and technological education.
  2. Software and application design and production: (a) specification, analysis, and design works for software, databases, and applications of various types; (b) design and production of programs and applications, and creation of electronic databases and information systems and their operation and training; (c) production of electronic content in various forms including audio, visual, and data; (d) data entry into computers and electronic means.
  3. Design and production of computer equipment: (a) specification, design, and development works for computer systems of various types; (b) production, development, and operation of integrated systems and training.
  4. Design, implementation, and management of information and telecommunications infrastructure projects: (a) specification and design works for networks and data transfer and exchange; (b) implementation and management of data transfer and exchange networks.
  5. Telecommunications and internet services.
  6. Projects investing in the development of intellectual property rights including patents, models, and industrial designs.
  7. Establishment of voice, video, and data transfer networks and provision of value-added services after obtaining a license from the relevant authorities, including mobile phone networks.
  8. Establishment, management, operation, and maintenance of wired and wireless telecommunications stations and networks, and satellites, after obtaining a license from the relevant authorities, excluding radio and television broadcasting.
  9. Scientific research and development projects for development purposes, and projects supporting space sciences, remote sensing, and modern technology projects.
  10. Establishment and management of training centres for the preparation of researchers and information technology transfer centres.
  11. Establishment and management of specialized consulting and study centres in information and telecommunications fields and their development.
  12. Technology business incubators and entrepreneurship support.
  13. Activities related to converting traditional content — audio, visual, and data — into digital content, including the digitization of scientific, cultural, and artistic content.

 

 

Chapter Two: Investor’s Corporate Social Responsibility

 

Article 2

The investor may allocate a percentage of profits for participation in community development outside the investment project through participation in all or some of the following fields:

 

  1. Taking the necessary measures to protect and improve the environment, or improve environmental conditions in the community and address various environmental problems, including for example: establishing mechanisms for waste recycling; using treatment stations to reuse water; using new and renewable energy; safe disposal of waste; reducing greenhouse gas emissions and any projects for adapting to the effects of climate change.
  2. Providing services or programs in the fields of healthcare, social welfare, culture, or any other areas of development, through any of the following: (a) providing employment opportunities for persons with disabilities; (b) sponsoring youth and sports activities; (c) sponsoring talented and innovative individuals (scientifically, artistically, and athletically); (d) participating in programs for the care of poor families and improvement of citizens’ living standards; (e) funding awareness campaigns promoting safe migration or reducing illegal migration, and rehabilitation and training programs providing positive alternatives to illegal migration such as entrepreneurship programs or vocational training for employment in various industrial and service sectors inside or outside Egypt, especially in target governorates where this phenomenon is prevalent, in cooperation with the Ministries of Youth and Sports, Manpower, and the Ministry of State for Migration and Egyptian Expatriates’ Affairs.
  3. Supporting technical education or funding research, studies, and awareness campaigns aimed at developing and improving production, in agreement with a university or scientific research institution, domestically or abroad.
  4. Training and scientific research, ensuring the modernization of technology used in production, and preparing studies aimed at improving the environment and avoiding harmful environmental impacts.

 

Amounts spent by the investor in any of the fields referred to in the preceding paragraph, not exceeding 10% of net annual profits, shall be treated as deductible costs and expenses pursuant to Article (23), item (8), of the Income Tax Law.

 

Article 3

An investor who allocates part of the profits for establishing a corporate social responsibility system shall be required to submit to the Authority an annual report supported by the relevant substantiating documents as determined by the Authority.

 

 

PART TWO: FACILITATIONS AND INCENTIVES RELATING TO THE INVESTOR

 

Chapter One: Regulating the Residence of Non-Egyptian Investors and the Employment of Foreign Workers

 

Article 4

Subject to the provisions of the laws regulating residence in the Arab Republic of Egypt, the following conditions shall be required for granting residence to non-Egyptian investors:

  1. The investor must be a founder, shareholder, or partner in a company, or the owner of an establishment.
  2. The residence period shall not be less than one year and shall not exceed the duration of the project.

 

The Authority’s Board of Directors may add further conditions with the approval of the Ministry of Interior.

Residence shall be revoked upon the investor’s withdrawal from the company, or upon the dissolution of the company pursuant to liquidation, or upon the deregistration of the establishment from the Commercial Register.

 

Article 5

The residence application shall be submitted on the form prepared by the Authority for this purpose. Residence shall be granted in accordance with the rules and controls issued by a decision of the Authority’s Board of Directors following the approval of the Ministry of Interior, in light of the categories and relative weights of the company’s purpose, capital, number of employees, and location of activity.

The residence period at the time of initial incorporation shall be one year, renewable for a further similar period upon demonstration of serious intent to commence project implementation, then renewable for further periods not exceeding five years each. In all cases, the residence period must not exceed the duration of the project.

 

Article 6

An investment project may employ foreign workers up to a limit of 10% of the total number of workers in the project. This percentage may be increased by up to 20% of the total number of workers in the project in the event that it is not possible to employ national labour possessing the required qualifications.

A committee shall be formed by a decision of the Authority’s Chief Executive Officer, comprising technical and legal elements and representatives of the competent authorities, with competence to decide on requests for increasing the prescribed foreign labour employment percentage. Its decisions shall be approved by the Chief Executive Officer. The committee shall observe the following rules when examining submitted requests:

  1. Studying the qualifications and scientific experience of the foreign worker and their compatibility with the professions for which the worker is licensed to work.
  2. The opinion of the authority responsible for supervising the economic activity carried out by the company or establishment, as well as the opinion of the security authorities, having regard to national security requirements.
  3. Observing the principle of reciprocity in the state of which the foreigner is a national, if applicable.
  4. The country’s economic need and interest in the foreign expertise.
  5. The company’s or establishment’s need for specialists or consultants and its working conditions, and the effect of approval or rejection on production or investment.
  6. The extent to which the company or establishment can provide employment opportunities for Egyptian labour.
  7. The seriousness of the company or establishment in fulfilling its previous undertakings and its compliance with the provisions of the law.
  8. Preference shall be given to the foreigner born in and permanently residing in the country, in the event of more than one foreign worker in the same specialization.
  9. The company or establishment authorized to employ foreign experts or technicians shall be required to assign Egyptian employees whose qualifications are compatible with those of the foreign experts and technicians to work as their assistants, with the foreigner being required to train them and prepare periodic reports on their progress.

 

Foreign workers in the investment project may transfer all or part of their financial entitlements abroad in accordance with the rules applicable at the Central Bank of Egypt.

 

 

Chapter Two: Guarantees

 

Article 7

Decisions relating to investment project affairs issued by the Authority or other authorities must be reasoned, and interested parties shall be notified thereof immediately upon issuance by registered letter with acknowledgement of receipt, or through other means agreed upon with the investor when submitting the application for the service, such as email or fax, on the form prepared for this purpose.

 

Article 8

Competent administrative authorities may not cancel the licenses issued for an investment project, suspend them, or withdraw real property allocated to the project, except after notifying the investor by registered letter with acknowledgement of receipt of the violations attributed to the investor, hearing the investor’s point of view, and granting a period not exceeding sixty days from the date of notification to remedy them. If this period expires without the investor remedying the violations, the competent administrative authorities shall, before issuing their decision in this regard, obtain the opinion of the Authority by means of a letter containing all the legal procedures taken against the investor. The Authority shall be required to express its opinion within seven days from the date of receipt.

The investor may submit a grievance against the decision to cancel, suspend, or withdraw the real property before the Grievance Committee referred to in Article (83) of the Investment Law.

 

Article 9

Within the scope of applying the provisions of Article (6) of the Investment Law referred to herein, monetary transfer operations connected to foreign investment shall include:

(a) Free foreign currency transferred through a bank registered with the Central Bank, used for the establishment, creation, or expansion of any projects conducting activities set forth in the Investment Law or these Regulations.

(b) Free foreign currency transferred through a bank registered with the Central Bank, used for subscribing to or purchasing Egyptian securities in the securities markets in Egypt, in accordance with the rules determined by the Authority’s Board of Directors.

(c) Egyptian currency paid with the approval of the relevant authorities in exchange for the settlement of obligations due in free foreign currency, provided it is used in the establishment or expansion of projects.

(d) Machinery, equipment, raw materials, commodity requirements, and transport means imported from abroad for the establishment or creation of projects or their expansion.

(e) Intellectual property rights and moral rights owned by non-residents abroad that are used in the establishment or creation of projects or their expansion, such as patents, trademarks, and trade names registered in a state that is a member of the World Intellectual Property Organization or in accordance with international registration rules contained in international agreements in force in this regard.

(f) Transferable profits achieved by the project if used to complete or increase its capital or invested in another project.

 

The invested assets referred to in items (d) and (e) shall be valued in accordance with the rules, procedures, and Egyptian accounting standards.

 

 

Chapter Three: Special and Additional Incentives

 

Article 10

[Final text as amended by Article 2 of Prime Minister’s Decree No. 2562 of 2024, issued 11 August 2024, published 12 August 2024, effective as of 12 August 2024]

 

The geographic scope of Zones (A) and (B) for the purposes of applying Article (11) of the Investment Law shall be determined in accordance with the Investment Map, as follows:

 

First — Zone (A): comprising the Suez Canal Economic Zone, the Golden Triangle Economic Zone, the New Administrative Capital area, the Ras El-Hikma area, and other areas most in need of development to be determined by a Council of Ministers decision, characterized by: (1) low levels of economic development and domestic product, and an enlarged informal sector; (2) low levels of employment, available job opportunities, and high unemployment rates; (3) the following social indicators: marked increase in population density, low quality of education and high illiteracy rates, low level of healthcare services, and high poverty rates.

Zone (A) also includes Greater Cairo governorates exclusively with respect to the tourism sector in sub-investment activities to be determined by a Prime Ministerial decree, upon a joint proposal of the Competent Minister, the Minister of Finance, and the relevant Minister, pursuant to Article (11) of the Law.

 

Second — Zone (B): comprising the rest of the Republic in areas possessing development prerequisites and contributing to attracting investment to exploit available developmental opportunities therein for the development of such areas and adjacent areas, for the following investment projects: labour-intensive projects in accordance with the controls set out in these Regulations; medium and small projects; projects relying on or producing new and renewable energy; national and strategic projects as determined by a decision of the Supreme Council; tourist projects as determined by a decision of the Supreme Council; electricity production and distribution projects as determined by a Prime Ministerial decree upon a joint proposal of the Competent Minister, the Minister responsible for electricity affairs, and the Minister of Finance; projects exporting not less than 50% of their production to outside the geographic territory of the Arab Republic of Egypt; automotive industry and its feeder industries; wood, furniture, printing, packaging, and chemical industries; antibiotics, oncology drugs, and cosmetics manufacturing; food industries, agricultural crops, and agricultural waste recycling; engineering, metallic, textile, and leather industries; industries related to information technology and telecommunications.

 

Article 11

An investment project shall be considered labour-intensive for the purposes of applying the provisions of the Investment Law when both of the following conditions are met:

  1. The number of workers therein is not less than five hundred Egyptian workers as evidenced in the employer’s social insurance form.
  2. The direct labour cost therein exceeds 30% of its total operating cost.

 

The investment cost of the project shall mean the costs required for establishing the investment project, represented by equity plus long-term liabilities, invested in the establishment or construction of tangible (material) fixed assets, or intangible (immaterial) assets — provided their value is paid in cash — and working capital.

 

Article 12

For companies and establishments to be granted any of the additional incentives referred to in Article (13) of the Investment Law, they must have commenced production or engaged in activity, as applicable, in accordance with the report approved by the Authority, as well as satisfying one of the following conditions:

  1. The Arab Republic of Egypt is one of the primary origins of the products in which it specializes, or the products in which the company specializes have their primary origin in the Arab Republic of Egypt.
  2. The company finances its projects from its foreign currency resources transferred from abroad in accordance with the controls determined by the Board of Directors of the Central Bank through an Egyptian bank.
  3. Export of part of its products not less than 50% abroad.
  4. The activities of companies operating in one of the fields of advanced modern technology include the transfer of advanced technology to Egypt and working to support its feeder industries.
  5. Deepening the local component in the project’s products, with the local component of raw materials and production requirements in its products not less than 50%, in accordance with the controls applied by the General Authority for Industrial Development.
  6. The company’s activity is based on one of the research outputs arising from research projects carried out within the Arab Republic of Egypt.

 

Article 13

Companies and establishments subject to the provisions of the Investment Law shall be required to notify the Authority of the date of commencement of production or engagement in activity within ninety days from the commencement date. The notification shall be accompanied by a statement of the investment costs certified by an accountant registered in the Accountants and Auditors Register.

Companies engaging in integrated tourist development activities shall be required to submit this notification for each project they establish.

The Authority alone shall carry out the procedures for determining the date of commencement of production or activity through one or more committees formed by a decision of the Authority’s Chief Executive Officer or the person delegated thereby, with the participation of the authorities concerned with the project’s activity. The committee may conduct necessary field inspections to determine the commencement date of production or activity and carry out necessary documentary examination. It shall prepare a report on the results of its work based on its inspections and the documents, data, and records it reviewed, within fifteen working days from the date of receipt of the complete notification. This report must include the bases the committee relied upon in determining the date of commencement of production or activity and the investment costs. The committee’s report shall be approved by the Authority’s Chief Executive Officer or the person delegated thereby and shall be deemed final. The company or establishment and the competent authorities shall be notified of the report’s results following its approval.

Companies and establishments may submit a grievance against this report and the grounds on which it was based before the Grievance Committee referred to in Article (83) of the Investment Law.

 

 

PART THREE: THE INVESTOR SERVICES CENTRE

 

Chapter One: Organization of the Investor Services Centre and Investment Guidelines and Procedures

 

Article 14

The Authority’s Chief Executive Officer shall, in coordination with governmental authorities and public utility companies, determine the required number of primary and backup employees for their representation in the Investor Services Centre, with the minimum functional level of at least one primary representative being not below the senior level, unless necessity requires otherwise. A decision of the Authority’s Chief Executive Officer shall be issued for their secondment to the Centre, with secondment being for one year renewable with the Authority’s approval. The Authority may terminate their secondment if it deems this necessary, in coordination with the authorities they represent.

 

Article 15

Representatives of governmental authorities and public utility companies seconded to the Investor Services Centre shall be required to meet the following conditions:

  1. The person shall not have previously been disciplinarily penalized, unless such penalty has been expunged.
  2. The person shall not have previously been sentenced to a felony penalty or a custodial penalty in an offence involving dishonour or breach of trust, unless the person’s legal good standing has been restored.
  3. The person shall possess the necessary experience for the role to which seconded.
  4. The person shall have received an excellent rating in efficiency reports for the last two years.

 

Article 16

Relevant authorities shall, following the approval of the Ministry of Defence in accordance with the conditions and rules required by state defence affairs, provide the Authority with the conditions, procedures, timetables, and all data, documents, and forms required for allocating real property and issuing approvals, permits, and licenses related to investment activities subject to the provisions of the Investment Law, within sixty days from the date of entry into force of these Regulations.

A decision of the Authority’s Chief Executive Officer shall issue a guide containing the following information and data:

  1. The name of the authority competent to issue the approval, permit, or license, and its administrative affiliation.
  2. Documents required from the investor.
  3. Procedures required for obtaining investment services.
  4. Fees and service charges for issuing the approval, permit, or license in accordance with applicable laws.
  5. Technical requirements and controls for obtaining the approval, permit, or license in accordance with applicable laws and regulations.
  6. The timing of providing investment services in the manner organized by the Investment Law.
  7. The legislative basis related to investment services.
  8. Documents required to commence insurance subscription, in coordination with the National Social Insurance Authority.

 

This guide shall be made available through the Authority’s website, its various publications, and other authorities.

The Authority shall be required to review and periodically update this guide whenever necessary, in light of amendments to the legislation in force in the State.

 

 

Chapter Two: Accreditation Offices and Certificates

 

Article 17

The following conditions shall be required for the licensing of accreditation offices:

  1. The license applicant shall be a joint-stock company whose activity is limited to the work of accreditation offices.
  2. Submission of an application to the Permanent Committee for Accreditation Offices on the form approved by the Authority, which must be signed by the legal representative of the company or its attorney and stamped with the company’s seal, with all documents indicated in the approved form attached.
  3. The office shall include specialized technical personnel whose qualifications are compatible with the specialization(s) for which the office issues accreditation certificates, with experience of not less than ten years in the relevant specialization(s).
  4. The office shall possess the material prerequisites enabling it to carry out its activity of issuing accreditation certificates.
  5. A notarized copy of a valid insurance policy for one year, renewable for similar period(s), to cover the risks and damages arising from the activities of these offices.
  6. Payment of the licensing or renewal fee in accordance with the following categories:

 

Licensing an accreditation office to issue one accreditation certificate confirming the project’s compliance with the criteria for obtaining one approval, permit, or license for its establishment, construction, operation, or expansion: EGP 10,000.

Licensing an accreditation office to issue two accreditation certificates confirming the project’s compliance with the criteria for obtaining two types of approvals, permits, or licenses for its establishment, construction, operation, or expansion: EGP 15,000.

More than the above: EGP 20,000.

 

Article 18

The license for accreditation offices shall be issued for one year by a decision of the Authority’s Chief Executive Officer or the person delegated thereby, and may be renewed for similar period(s) upon an application submitted on the form prepared for this purpose no later than one month before the expiry of its term. The evaluation results of these offices by the Permanent Committee for Accreditation Offices shall be taken into account upon renewal, as well as the office’s fulfilment of the requirements necessary for licensing from the outset.

 

Article 19

Accreditation offices shall be required to conclude an annual insurance policy in the amount estimated by the Authority, not less than one million Egyptian Pounds. The policy shall be issued by one of the companies licensed to operate in Egypt and subject to the supervision of the Financial Regulatory Authority, provided the policy is issued in the name of the Authority.

The policy shall cover the risks and damages arising from the accreditation office’s practice of the profession, affecting the interested party who authorized the office or third parties, whether as a result of an error, negligence, or default by the office or any of its employees during the performance of work throughout the period of the policy’s validity.

 

Article 20

A committee shall be established at the Authority under the name ‘Permanent Committee for Accreditation Offices’, chaired by a Deputy Chief Executive Officer of the Authority, with the following as members:

The Head of the Investment Services Sector.

The Head of the Central Licensing Administration.

The Head of the Central Administration for Engineering Affairs.

The Head of the Investor Services Centre.

Three members with expertise in the fields of law, accounting, consulting, and other technical specializations.

The representative of the authority concerned with the Investor Services Centre.

 

The committee may seek the assistance of whomever it deems appropriate from the required specializations for carrying out its work.

The committee shall be formed, its technical secretariat established, and its members named by a decision of the Minister responsible for investment affairs, upon the proposal of the Authority’s Chief Executive Officer.

 

Article 21

The Permanent Committee for Accreditation Offices shall have the following competences:

  1. Examining license applications for accreditation offices to verify the satisfaction of the conditions and controls prescribed for issuing or renewing the license, and making recommendations to the Authority’s Chief Executive Officer.
  2. Establishing the bases for determining the consideration for services provided by accreditation offices, and presenting them to the Chief Executive Officer for approval by the Authority’s Board of Directors.
  3. Continuously monitoring accreditation offices to verify that they continue to satisfy the legally prescribed conditions and controls.
  4. Preparing a semi-annual report evaluating the performance of accreditation offices, to be presented to the Authority’s Chief Executive Officer for decision thereon in the event of a decline in the evaluation level.
  5. Providing competent administrative authorities with a statement of accreditation offices registered in the Authority’s register.
  6. Examining violations attributed to accreditation offices or their employees and taking any of the measures and procedures set out in the Investment Law or these Regulations; the Authority’s Chief Executive Officer shall present the results of the examination of such violations to the Authority’s Board of Directors for the imposition of any of the penalties set out in Article (22) of the Investment Law if warranted.
  7. Receiving, examining, and studying proposals and complaints submitted by accreditation offices, and presenting them to the Chief Executive Officer for the taking of the necessary measures.
  8. Developing policies to raise the performance level of accreditation offices.

 

Article 22

Licensed accreditation offices may not transfer the license to a third party in any form whatsoever. In the event of such a violation, the Permanent Committee for Accreditation Offices shall present the matter to the Authority’s Chief Executive Officer in preparation for presentation to the Authority’s Board of Directors for revocation of the license.

 

Article 23

In addition to the rules of professional liability set out in the Investment Law, accreditation offices shall be bound in carrying out their work by the following rules:

  1. Completing the examination necessary for issuing the approval, permit, or license within the appropriate period for the nature of the procedure.
  2. Training the human resources performing the examination.
  3. Following the required technical methods for examining documents to verify their compliance with the prescribed technical conditions and controls.
  4. Establishing a database of all applications submitted to the office, their examination and study results, and duration.
  5. Fair treatment of applications submitted to the accreditation office.
  6. Compliance with the established bases for determining the service consideration.
  7. Insuring their employees.
  8. Liability for the actions and conducts of employees within the office.
  9. Prohibition of accreditation offices or their employees from concluding, in any form whatsoever, an employment contract with the Authority, any of the competent administrative authorities, or accreditation applicants related to activities conducted by those offices.

 

The Authority shall establish a system for evaluating the performance of accreditation offices, to be issued by a decision of the Authority’s Board of Directors upon the proposal of the Authority’s Chief Executive Officer, containing criteria for service performance and its timelines, fees collected by the accreditation office, and the extent of the office’s compliance with the rules of professional liability.

 

Article 24

The investor shall submit to the specialized accreditation office licensed by the Authority for this purpose an application accompanied by two copies of all required documents in accordance with the guide of conditions and procedures for investment activities referred to in Article (19) of the Investment Law, for examination to verify their compliance with the conditions and procedures required for issuing the requested accreditation certificate in accordance with the type and nature of each license.

The accreditation office shall have the right to conduct all field inspections and carry out the necessary studies, examinations, and tests required for issuing such certificate.

 

Article 25

Licensed accreditation offices shall issue to the investor, on their own responsibility, an accreditation certificate in three copies, one of which is delivered to the investor, or the investor’s agent or representative. The certificate shall be valid for one year and shall confirm that the investment project meets all or some of its conditions in accordance with the laws and regulations governing the issuance of approvals, permits, and licenses. The office shall send a copy to the Authority’s Investor Services Centre or its branches and the competent authority, accompanied by a copy of all documents on the basis of which the certificate was issued, by means of a registered letter with acknowledgement of receipt or delivered by hand at the competent authority’s headquarters against a receipt evidencing such delivery.

 

Article 26

Without prejudice to criminal or civil liability arising from violations committed by accreditation offices registered with the Authority, the Chief Executive Officer may, upon the proposal of the Permanent Committee for Accreditation Offices, in the event of an accreditation office’s violation of any of the conditions of its license, warn the office by registered letter with acknowledgement of receipt to remedy the causes of the violation within a period not exceeding fifteen days from the date of notification.

If this period expires without the office remedying the causes of the violation, the Authority’s Board of Directors may, upon the proposal of the Authority’s Chief Executive Officer, strike the office from its register for a period not exceeding one year.

If the office issues an accreditation certificate contrary to fact or in violation of the rules set out in the Investment Law or these Regulations, this shall result in the entitlement of the insurance value and its disbursement to the beneficiaries as set out in Article (19) of these Regulations, and the striking of the office from the Authority’s registration register for a period not exceeding three years, by a decision of the Authority’s Board of Directors upon the proposal of the Authority’s Chief Executive Officer.

In the event of a repeated violation, a decision shall be issued by the Authority’s Board of Directors permanently striking the office from the Authority’s registration register.

In all cases, the Authority shall notify accreditation offices of the decision issued in this regard by registered letter with acknowledgement of receipt.

 

Article 27

An accreditation office shall be struck from the register maintained at the Authority in any of the following cases:

  1. Dissolution, termination, or liquidation of the accreditation office’s joint-stock company.
  2. Revocation of the license issued to it by the Authority to engage in the activity.
  3. Failure by the licensee to renew the license within two months from its expiry date.
  4. Suspension of the accreditation office’s activity or liquidation of its operations, or expression of a desire to temporarily or permanently cease activity, at least three months before the date set therefor.

 

The striking decision shall be issued by the Authority’s Board of Directors upon the recommendation of the Permanent Committee for Accreditation Offices. In all cases, the accreditation office shall be required to complete the examination of all accreditation applications submitted to it at least before its de-registration.

 

Article 28

The Authority shall publish, in the Investment Gazette or by other publication means, data of the registered office or any amendment thereto in the relevant register, and the temporary or permanent striking of its registration, or the suspension or revocation of its license. Publication in all cases shall be at the accreditation office’s expense.

 

Article 29

The accreditation certificate submitted with the investor’s application shall be acceptable to the competent authority and its representative at the Investor Services Centre and other competent authorities. This shall not preclude the competent authority or its representative from raising a reasoned objection to this certificate within ten working days from the date of its submission.

Competent authorities shall examine investment applications submitted to them through the Investor Services Centre and verify whether the conditions required for their acceptance are met as set out in the Investment Law, and shall be required to decide thereon within a period not exceeding sixty days from the date of submission of the complete application with all documents.

In all cases, the investor and the Authority must be notified of the decision issued on the application — whether approval or rejection — by registered letter with acknowledgement of receipt within seven days from the expiry of the two periods referred to in the preceding paragraphs. Interested parties may submit a grievance against the rejection decision before the committee referred to in Article (83) of the Investment Law.

If the competent authority fails to respond with approval or rejection within the prescribed periods, this shall be deemed acceptance of the investor’s application, and approval shall be issued by the Authority’s Chief Executive Officer on the form prepared for this purpose. The competent authority shall be officially notified of this approval, which shall be self-executing and binding on all authorities within the limits of the data it contains. The competent authority may not interfere with the investor or suspend the establishment of the project or its activity except in circumstances regulated by the Investment Law and after referring to the Authority.

 

 

Chapter Three: Company Incorporation — Automation — Liquidation

 

Article 30

Subject to the provisions of the Capital Market Law and the Special Economic Zones Law, the Authority shall be the exclusive competent administrative authority for providing all incorporation and post-incorporation services for companies and establishments engaging in any of the activities set out in the Investment Law or subject to the Joint-Stock Companies, Partnerships Limited by Shares, and Limited Liability Companies Law of any legal form, through the Authority’s Investor Services Centre or one of its branches.

The Authority shall not be bound in this regard by any procedures set out in other laws. All related authorities shall align their operations to activate these services.

 

Article 31

Each type of company shall have a contract and articles of association issued by a decision of the Competent Minister. Each company shall have an incorporation certificate with its data determined by a decision of the Authority’s Chief Executive Officer. Establishments shall have an incorporation form with its data determined by a decision of the Authority’s Chief Executive Officer, and shall be registered in the Commercial Register.

All competent authorities, banks, and related entities shall recognize this certificate or this form, as applicable, as an official document in their dealings, immediately upon issuance by the Authority.

 

Article 32

Interested persons wishing to incorporate shall follow these steps:

  1. Creating an account on the Authority’s electronic portal through which electronic incorporation services are accessed.
  2. Completing the incorporation form through which the legal form and applicable legal system, and all data and documents required for the service, are determined.
  3. Submitting the incorporation application electronically or completing all amendments (if any).
  4. Paying incorporation fees electronically in a single payment to the account of the entities connected to the provision of incorporation and post-incorporation services.
  5. Electronic signature on all forms.

 

The Authority shall express its opinion on approving the company’s name when the incorporation application is submitted.

 

Article 33

Except for incorporation cases requiring the applicant to obtain prior approval of the project, the incorporation applicant shall attach to the application all documents necessary for considering the request according to each type of company, in particular:

 

First — For capital companies:

  1. Submission of a certificate evidencing the deposit of the legally prescribed percentage from an accredited and licensed bank.
  2. Copy of personal identification of founders, board members, managers, or partners.
  3. Copy of incorporation powers of attorney.
  4. Permission from the competent authority if the founder or board member is a civil servant or an employee of a public sector or public business sector company, with respect to joint-stock companies.

 

Second — For partnerships and sole proprietorships:

  1. Copy of personal identification of partners or the sole proprietor, as applicable.
  2. Copy of incorporation powers of attorney, as applicable.
  3. Declaration from the general partner, their attorney, the non-partner manager, or the sole proprietor that the person is not employed as a civil servant or an employee of a public sector or public business sector company.

 

Article 34

Company incorporation contracts and their articles of association, and amendments thereto, shall be published at the expense of the interested parties in the Authority’s Investment Gazette, or by any other electronic means.

Publication may be in a foreign language in the event that interested parties request this, at their own responsibility.

The Authority’s Board of Directors may establish the conditions and procedural rules for amending contracts and articles of association.

 

Article 35

A certificate for the investment project, or any amendments thereto, shall be issued by a decision of the Authority’s Chief Executive Officer, containing the following data:

  1. The unified national number of the establishment or company of any legal form, in accordance with international standards in this regard, and the code of the licensed activity, with due regard for integration with census data and the establishment of a unified number system for companies and establishments.
  2. The name of the project and its investment activity and geographic scope.
  3. The investment costs of the project and activity practice licenses.
  4. The name of the manager responsible for management or the delegated member for actual management, and their data.
  5. The incentive system applicable to the investment project, the advantages granted to it, and their duration.
  6. The legal form of the project.
  7. The authorized, issued, and paid-up capital of the project.
  8. The principal headquarters and the activity practice location.

 

Article 36

[Final text as amended by Article 1 of Prime Minister’s Decree No. 910 of 2021, issued 4 May 2021, published 5 May 2021, effective as of 6 May 2021]

 

The capital of companies may be determined at the time of incorporation in any freely convertible currency, subject to the following two conditions:

  1. The legally prescribed percentage of the capital in joint-stock companies or partnerships limited by shares shall be deposited in any of the banks licensed by the Central Bank of Egypt in foreign currency accounts.
  2. The full capital of the remaining legal forms of companies shall be deposited in any of the banks licensed by the Central Bank of Egypt in foreign currency accounts.

 

In all cases, the deposit shall be in the same currency as specified by the investor or their agent in the investment application. Companies referred to shall also be required to prepare financial statements in accordance with Egyptian accounting standards in the same currency in which incorporation was made, without prejudice to the obligation of capital companies to publish their financial statements.

Existing companies may request the conversion of their capital denomination from Egyptian Pounds to any freely convertible currency, in accordance with the following controls:

  1. A decision from the extraordinary general assembly (or the body of partners) by the majority set out in the company’s articles of association or its incorporation contract approving the conversion of the company’s capital denomination to the foreign currency.
  2. The company’s issued capital before conversion shall not be less than EGP 250 million, fully paid.
  3. The capital denomination shall be converted at the exchange rates announced by the Central Bank on the date the extraordinary general assembly approves the conversion, provided the remaining conversion procedures are completed within a maximum of 120 days from that date.
  4. Submission of evidence that the founders, shareholders, or partners deposited at the time of the company’s incorporation 100% of the company’s paid-up capital in the freely convertible currency to be converted to, transferred from abroad. Submission of evidence that the shareholders paid 100% of the remaining issued capital of the company through transfers of foreign currencies transferred from abroad or from profits achieved by the company before conversion.
  5. The company’s financial statements for the year preceding the conversion shall be restated to be in the foreign currency to which conversion was made, in accordance with Egyptian accounting standards.
  6. The company’s financial statements shall be prepared and published in the same currency to which conversion was made.

 

These controls shall apply in the event of a change of the company’s legal form, or in the event of a merger, split, or conversion from operating under the free zones system to the domestic investment system or vice versa, if as a result of any of these cases the new company’s capital becomes in one of the freely convertible currencies.

 

Article 37

The Authority shall be required to establish an automated and unified system containing the data, forms, and documents necessary for providing incorporation and post-incorporation services for companies and establishments of any legal form and applicable legal system, through electronic connectivity networks and other necessary technological means, and making this system available securely via the Internet.

The Authority may make this system available via mobile phones or tablet devices as soon as they are activated.

This system shall be the authoritative reference before all other authorities.

 

Article 38

Competent authorities shall be required to establish and develop the technological infrastructure, information systems, and existing electronic databases to achieve safe information exchange and integration with the electronic systems for providing incorporation and post-incorporation services in all their stages at the Authority.

The Competent Minister, in coordination with the relevant Ministers, each in their respective domain, shall take the necessary measures to activate the electronic services system and link the systems and databases of competent authorities to the Authority’s electronic services system and database, and follow up on these authorities’ fulfilment of their obligations.

Competent authorities shall also be required to provide the Authority with all documents, forms, and data related to providing services.

Pending the alignment of their operations, authorities may have their representatives perform the services assigned to them through the electronic systems provided by the Authority at its premises.

Without prejudice to the provisions of Article (50) of the Investment Law, competent authorities shall be required to accept electronic payment for all fees and amounts imposed by laws.

 

Article 39

The following procedures shall be followed for the voluntary liquidation of companies subject to the provisions of the Investment Law and the Joint-Stock Companies, Partnerships Limited by Shares, and Limited Liability Companies Law:

 

First — Appointment of the liquidator and annotation of the liquidator’s name in the Commercial Register:

The liquidator shall be appointed by a decision of the body of partners or the company’s general assembly, as applicable. The liquidator’s name shall be annotated and the scope and duration of the liquidator’s mission determined in the Commercial Register, and the phrase ‘under liquidation’ added to the company’s name.

The Authority shall publish in the Investment Gazette, and in a widely circulated daily newspaper, within one week from the date of annotating the company’s status as under liquidation in the Commercial Register, or by any other electronic means at the expense of the company under liquidation. The publication must contain: (a) the liquidator’s name and a summary of the mission and duration of liquidation; (b) the company’s name followed by the phrase ‘under liquidation’; (c) commencement of the period for the liquidator to receive debt verification requests accompanied by supporting documents, with this period being at least one month after the date of publication.

All competent administrative authorities shall also be notified that the company is under liquidation. Those authorities shall be required to provide the Authority and the liquidator with all final or payable financial obligations on the company under liquidation within a maximum of 120 days from the date of notification from the Authority or the submission of a request by the liquidator. The expiry of this period without disclosing such obligations shall be deemed an acquittal of the company under liquidation, without prejudice to the criminal and disciplinary liability of the person responsible for issuing a statement contrary to fact, or who caused the failure to meet the deadline without responding to the request.

 

Second — Completion of the liquidation process:

The liquidator shall submit to the Authority the minutes of the partners’ meeting or ordinary general assembly containing the approval of the partners or shareholders by the majority set out in the company’s contract or articles of association of the report prepared on the results of the liquidation works, accompanied by: (1) the final liquidation account certified by the liquidator in accordance with Egyptian accounting rules and standards; (2) a declaration from the liquidator that the liquidation works have been completed, that all obligations of the company have been fulfilled, and that the remaining liquidation proceeds — if any — have been distributed to the partners or shareholders; (3) evidence of publication; (4) a declaration from the liquidator and the partners or shareholders of their responsibility for the liquidation works.

The Authority shall deliver to the liquidator, on the liquidator’s responsibility, a letter approving the company’s liquidation addressed to the competent Commercial Register for the deregistration of the company from the register upon the request of the liquidator and the approval of the body of partners or the ordinary general assembly.

The competent Commercial Register shall proceed with the deregistration of the company upon receiving the Authority’s letter approving the liquidation.

 

 

Chapter Four: Prior Approval and Single Approval

 

Article 40

Within the framework of the State’s economic development plan, the Authority may obtain the approvals, permits, or licenses necessary for establishing investment activities on lands designated for investment prior to their allocation to investors.

Relevant authorities shall be required to provide the Authority with such approvals, permits, or licenses within a period not exceeding sixty days from the date of the Authority’s request to obtain them.

The Authority shall announce those lands that have fulfilled all approvals, permits, or licenses, and receive applications from investors. The value of fees and other financial charges due to the competent authorities for these approvals, permits, or licenses shall be collected from investors upon completion of land allocation procedures.

In all cases, the investor shall be required to obtain the approvals, permits, or licenses necessary for commencing production or engaging in activity as applicable, and shall also be required to implement the timetable submitted to the Authority for carrying out its activity within the specified time periods.

 

Article 41

[Final text as amended by Article 1 of Prime Minister’s Decree No. 1203 of 2024, issued 17 April 2024, published 17 April 2024, effective as of 17 April 2024]

 

The Council of Ministers may, by a decision, grant the companies referred to in Article (20) of the Investment Law a single approval for the establishment, operation, and management of the project, including building permits and the allocation of the necessary real property, this approval being self-executing without the need for any further procedure. A Council of Ministers decision shall be issued determining the fields and criteria of strategic and national projects, upon a joint proposal of the Competent Minister and the relevant Minister, with periodic revision and updating of these fields and criteria in light of the State’s economic development plan.

 

Article 42

[Final text as amended by Article 1 of Prime Minister’s Decree No. 1203 of 2024]

 

The application for obtaining a single approval shall be submitted on the form prepared by the Authority for this purpose, accompanied by the following documents and declarations:

  1. Evidence that the company possesses the financial solvency necessary for implementing the project in accordance with the criteria established by the Authority’s Board of Directors.
  2. A preliminary feasibility study for the project prepared by a licensed national or international expert firm.
  3. A timetable for implementing the project.
  4. A declaration from the company committing to provide all utilities relating to the project’s infrastructure (roads, water, sanitation, electricity, telecommunications, waste treatment).
  5. A declaration from the company committing to comply with all requirements and controls relating to its activity in accordance with the governing laws and regulations.
  6. A declaration from the company to pay to the Authority all fees and other amounts imposed by laws for the account of the competent authorities within thirty days from the date of notification of such fees and amounts.

 

The Authority shall examine the application and its attachments to verify the completeness of the documents and declarations referred to. The Authority’s Chief Executive Officer shall present the company’s application to the Competent Minister, who shall, in coordination with the relevant Minister, present it to the Council of Ministers for decision.

 

Article 43

[Final text as amended by Article 1 of Prime Minister’s Decree No. 1203 of 2024]

 

One or more committees shall be established at the Authority, chaired by an Authority representative and with representatives from competent authorities as members, to follow up on the compliance of companies that have obtained a single approval with the conditions and controls for establishing, operating, and managing the project in accordance with applicable laws and regulations, and their compliance with the declarations submitted by them and the completion of project implementation in accordance with the prescribed timetable.

Each committee shall be formed by a decision of the Authority’s Chief Executive Officer, approved by the Competent Minister. The formation decision shall determine the committee’s operating system and the remuneration for its members.

The committee may, in the performance of its work, conduct necessary field inspections and documentary examinations, and coordinate with related administrative authorities.

If the committee finds that the company has violated the conditions and controls relating to the project’s activity, it shall be required to notify the company by registered letter with acknowledgement of receipt of the violations attributed to it, hear its defences, and grant it a period not exceeding sixty days from the date of notification, renewable for a similar period, to remove or rectify the causes of the violation. If this period expires without the company removing or rectifying them, the committee may recommend suspending the project’s works or activity, or suspending the enjoyment of one or more of its prescribed incentives, according to the gravity of the violation, for a specified period not exceeding one year.

In all cases, the committee shall prepare a report on the results of its work containing the bases and reasons relied upon in issuing its recommendations. The report shall be presented to the Authority’s Chief Executive Officer for decision, and the company and competent authorities shall be notified of this decision. The company may submit a grievance against it before the Grievance Committee referred to in Article (83) of the Law.

 

 

Chapter Five: Allocation of Real Property Required for Investment

 

Article 44

Administrative authorities with jurisdiction (Walaya), after coordinating with all competent authorities and the National Centre for Planning State Land Uses, shall be required to provide the Authority with detailed maps specifying all real property subject to their jurisdiction that is available for investment, to be included in the Investment Map, in addition to a complete database containing the location, area, prescribed building conditions, estimated price, status of utilities, and appropriate investment activities for their nature and method of disposal.

The Authority may request any other necessary data from the jurisdictional authorities or others for the preparation of the Investment Map. Those authorities shall also be required to periodically update this data every six months or whenever the Authority requests this.

The Authority shall work with all jurisdictional authorities to establish the basic infrastructure for electronic connectivity with the Authority to enable swift exchange of data and information relating to real property available for investment.

The President of the Republic, following the approval of the Council of Ministers, upon a proposal of the Competent Minister in coordination with the jurisdictional authority, shall issue a decision transferring ownership, changing the jurisdictional authority, or changing the supervisory authority over certain real property privately owned by the State or other public juridical persons, from the administrative jurisdictional authority to the Authority, whenever implementation of the investment plan so requires following its approval by the Supreme Investment Council, with the Authority handling the disposal thereof in accordance with the provisions of the Investment Law and these Regulations.

 

Article 45

The Investment Map shall specify the type, system, and conditions of investment and its geographic areas and sectors, as well as the real property owned by the State or other public juridical persons designated for investment, the system and method of disposal thereof according to the type of investment system.

The Authority shall prepare the draft Investment Map in full coordination and cooperation with all concerned State agencies, providing an electronic link for the exchange of these maps and data between the jurisdictional administrative authorities and the Authority.

The Investment Map shall be reviewed at least once every three years, and whenever necessary, upon the proposal of the Authority.

 

Article 46

Disposal to investors of real property privately owned by the State or other public juridical persons for investment purposes shall be in accordance with the provisions, controls, and procedures set out in the Investment Law and these Regulations, after verifying the absence of any serious dispute regarding them, having regard to the State’s investment plan and the size, nature of activity, and value of invested funds of the investment project. This shall be done through the Authority in coordination with the competent administrative authorities.

The provisions of the Tenders and Auctions Organization Law referred to herein shall not apply to such disposal, except where no specific provision exists in the Investment Law, and to the extent they do not conflict with its provisions.

Both the administrative authority with jurisdiction over the real property and the Authority shall be required to notify each other of any serious dealings concerning real property included in the Investment Map within a maximum of three working days. A dealing shall be considered serious once a formal application has been submitted with all required documents.

The investor shall be required to comply with the timetable submitted for implementing the investment project, approved by the competent authority, so long as that authority fulfils its obligations towards the investor. The investor may not introduce any modifications to the investment project by changing its purpose, expanding, increasing its size, or other modifications except after the competent authority’s written approval, whether directly or through its representative at the Investor Services Centre.

 

Article 47

Subject to the provisions of Article (37) of the Investment Law, real property necessary for establishing or expanding investment projects may be disposed of in one of the following forms: sale, lease, lease-to-own, or usufruct authorization.

Disposal of such real property shall be based on an application by the investor submitted on the form prepared for this purpose to the Authority or one of its branches or offices, specifying the purpose, area, and location on which the investor wishes to establish the project, or based on an invitation issued by the Authority in coordination with the competent administrative authority containing an offer of available investment opportunities for investment through various means such as conferences.

Disposal of such real property shall also be after coordination with the competent administrative authority, based on an announcement through appropriate publication means including announcement on the Authority’s website. In all cases, the announcement must specify the area of the real property, their locations, forms of disposal, landmarks, prices, and other conditions required of the investor, the last date for submitting applications, and other necessary matters. In all cases, the applications submission period must not be less than fifteen days from the date of the announcement.

 

Article 48

Administrative authorities with jurisdiction may participate in investment projects with real property as an in-kind contribution within the project company’s capital, in accordance with the following conditions and controls:

  1. The project company must take the form of an Egyptian joint-stock company.
  2. The value of the in-kind contribution shall be estimated through one of the pricing authorities referred to in Article (64) of the Investment Law, with the valuation report approved by the competent authority in those entities.

 

Administrative authorities with jurisdiction may also participate with real property in the project through one of the following forms: Public-Private Partnership (PPP); Long-term usufruct partnership; Build, Operate, Transfer (BOT); Build, Own, Operate, Transfer (BOOT); Revenue-sharing partnership.

In all cases, the Council of Ministers’ approval is required for any of the participation cases referred to in the investment project.

The announcement about the participation must specify its type, the nature of the real property, and the nature of the activity intended to be established on the real property.

Participation with real property shall be based on an invitation or announcement from the Authority in coordination with the administrative jurisdictional authorities.

 

Article 49

Real property owned by the State or other public juridical persons may be disposed of gratuitously for development purposes only, and in accordance with the Investment Map in areas to be determined by a Presidential decree following the approval of the Council of Ministers, upon a joint proposal of the Competent Minister and the relevant Minister, to investors satisfying the technical and financial conditions determined by a Prime Ministerial decision. The investor shall be required to submit a cash guarantee letter or equivalent to the jurisdictional authority not exceeding 5% of the project’s investment costs within fifteen working days starting from the date of notification by registered letter with acknowledgement of receipt of the satisfaction of the technical and financial conditions, in accordance with the following controls:

For productive activity: submission of a guarantee letter or equivalent at 1% of the project’s investment costs.

For service activity: submission of a guarantee letter or equivalent at 3% of the project’s investment costs.

For storage activity: submission of a guarantee letter or equivalent at 5% of the project’s investment costs.

 

The guarantee shall be deposited with the jurisdictional authority in a manner consistent with the nature of the guarantee, against an official receipt specifying the application number and date. No interest shall accrue on this amount. Certified cheques drawn on the banks against which they are drawn shall be accepted, as well as those drawn on banks abroad provided they are endorsed with acceptance by an accredited domestic bank.

The guarantee shall be recovered after three years from the commencement of actual production for productive-nature projects, or from the commencement of activity for others, provided the investor complies with the disposal conditions.

In the event that this contract is not concluded for a reason attributable to the investor, the guarantee referred to shall be returned after deducting any administrative expenses incurred by the Authority or the relevant administrative authority, without the need for any judicial procedures.

 

Article 50

Competition among investors pursuant to Article (63) of the Investment Law shall occur in any of the following cases:

The number of allocation requests exceeds the land plots available at the time of the request, having regard to the uniformity of the sector activity.

The number of allocation requests exceeds the number of announced projects or licenses.

Similar projects in the nature and volume of investment exceed the available areas in the target investment area.

 

Article 51

When investor requests for dealings with real property necessary for investment projects compete — whether by sale, lease, lease-to-own, or usufruct authorization — preference shall be made among those satisfying the technical and financial conditions necessary for investment using a points system in accordance with the bases to be agreed with the jurisdictional authorities, including the following bases:

  1. Technical specifications of the project, particularly the technology used and its modernity.
  2. Prior experience or global reputation.
  3. The project’s ability to generate foreign currency through exporting products abroad or providing a local substitute for an imported product.
  4. Expected investment costs of the project.
  5. The value of the financial offer submitted and the method of its payment.

 

If it is not possible to differentiate among competing parties using the points system, preference may be made on the basis of the highest price offered.

In all cases, the announcement must include a statement of the bases on which competing parties are differentiated.

 

Article 52

The application for estimating the sale price, rental value, or usufruct consideration, submitted to any of the administrative authorities referred to in Article (64) of the Investment Law, must contain all information enabling the estimating authority to complete its work, in accordance with the following criteria:

  1. Prices of adjacent real property.
  2. Costs of preparing and equipping the real property and the necessary basic infrastructure, and the availability of main utilities.
  3. Investment activities that can be established on the lands and real property.
  4. Other technical elements deemed necessary by the competent administrative authority for the estimation.

 

Article 53

The validity of the sale price, rental value, or usufruct consideration estimate shall continue for one year from the date of its delivery to the Authority and the jurisdictional administrative authority, unless economic changes arise affecting this valuation. The pricing authority shall be entitled to fees for the pricing process not less than half per thousand of the value of the priced land, with a maximum of one hundred thousand Egyptian Pounds, to be paid by the jurisdictional administrative authority upon completion of the allocation procedures.

 

Article 54

The relevant jurisdictional authority shall be required to examine disposal applications for real property submitted by investors and provide the Authority with its technical opinion on those applications, stating the reasons relied upon for rejection or acceptance, within one week from the date of receipt of the application submitted by the investor, or from the date of expiry of the period specified in the announcement for receiving investor applications, as applicable.

 

Article 55

The committees formed pursuant to Article (65) of the Investment Law shall examine investor applications completed in accordance with the form prepared for this purpose, to verify the satisfaction of the technical and financial conditions established in advance by the Authority in coordination with the jurisdictional administrative authority, and decide thereon within a maximum of thirty days from the date of receipt of the technical opinion from the relevant jurisdictional authority. The recommendations of those committees shall be approved by the Authority’s Chief Executive Officer, and the relevant administrative authority and the investor shall be notified of this decision by registered letter with acknowledgement of receipt, or through other means agreed upon with the investor when submitting the application, such as the email specified by the investor in the real property allocation request on the form prepared for this purpose. The notification must include the procedures required for completing the contracting process.

The names of investors for whom allocation has been made shall be announced on the Authority’s official website, in addition to the aforementioned communication means.

The Authority shall collect the price, rental value, or usufruct consideration, as applicable, for the account of the relevant administrative authority in accordance with the payment methods and procedures applicable thereto. The Authority’s Board of Directors shall determine the consideration due for its services relating to the disposal of real property within thirty days from the date of entry into force of these Regulations.

 

Article 56

A committee shall be formed by a decision of the Authority’s Chief Executive Officer, chaired by one of the Authority’s specialists and with representatives of the relevant administrative authorities as members, to prepare and draft model project contracts for the disposal of real property in their various forms.

The Authority’s Chief Executive Officer shall present those models or any amendments thereto for approval by the Authority’s Board of Directors following their review by the State Council. These models shall be the basis for contracting between the investor and the jurisdictional authority over the real property.

 

Article 57

In applying the provisions of the Investment Law, the investor shall be bound by the purpose for which the real property was disposed of. The investor may not change the purpose set out in the contract except after written approval from the administrative jurisdictional authority, in circumstances where the nature and location of the real property permit such change, and provided one year has elapsed from the date of commencement of production or activity, and all relevant authorities have approved this change. The investor shall pay not less than 50% of the difference between the value at which the real property was obtained and its market value at the date of submitting the application.

The relevant administrative authority shall be required to respond to the investor’s application with approval or rejection, stating the reasons, within thirty days from the date of submission. Failure to respond within the specified period shall be deemed a rejection of the application by the competent administrative authority.

The investor may submit a grievance against this decision before the committee referred to in Article (83) of the Investment Law.

 

Article 58

Relevant administrative authorities may not rescind the contract with the investor without the approval of the Authority’s Board of Directors. The Authority’s Chief Executive Officer shall present the follow-up reports referred to in Article (67) of the Investment Law to the Authority’s Board of Directors, specifying in detail the obligations breached by the investor, and stating whether such breach constitutes one of the cases referred to in that article. Supporting documents shall be attached to the report.

The Authority’s Board of Directors may in this case either approve the relevant administrative authority’s rescission of the contract, or respond that the grounds for rescission are not established, within thirty days from the date of the Authority’s receipt of the follow-up report. If the relevant administrative authority insists on rescission, it may resort to the Ministerial Committee for the Settlement of Investment Contract Disputes referred to in Article (88) of the Investment Law within fifteen days, otherwise this shall be deemed a waiver on its part of the rescission grounds in the follow-up report. The Ministerial Committee shall examine the matter within a maximum of sixty days.

 

Article 59

For the purposes of applying Article (67) of the Investment Law, the substantive violations resulting in rescission of the contract shall consist of the investor’s unjustified refusal to:

  1. Pay the due instalments or usufruct consideration on the dates set out in the contract, despite being notified of the necessity of payment.
  2. Remove buildings constructed in violation of the approved controls and implementation drawings for the investment project as set out in the contract’s provisions.
  3. Commence actual production for a productive-nature project, or commence activity within the period set out in the contract’s provisions, or comply with the timetable.

 

Recovery of the real property shall be by a reasoned decision of the Authority’s Chief Executive Officer, and the investor shall be notified thereof by registered letter with acknowledgement of receipt. The investor may submit a grievance against this decision in accordance with the procedures prescribed by the Investment Law and these Regulations.

 

 

PART FOUR: INVESTMENT, TECHNOLOGY, AND FREE ZONES

 

Chapter One: Investment Zones

 

Article 60

Investment zones shall be established in various fields of investment by a decision of the Prime Minister, upon a joint proposal of the Competent Minister and the relevant Minister, based on a proposal of the Authority’s Board of Directors in light of the application submitted by the entity wishing to establish the investment zone. The decision shall include the location, coordinates, area, nature of the authorized activity or activities, the timetable for construction and operation, and any other general conditions related to the practice of those activities. Additional activities may be added to the authorized activity or activities by a Prime Ministerial decision upon the proposal of the Competent Minister.

Each investment zone shall have a developer who undertakes construction, management, development, and promotion works in accordance with the timetable specified in the establishment decision, otherwise the decision shall be deemed as if it had not been issued. The timetable for the construction and operation of the zone may be extended by a Prime Ministerial decision or whoever is delegated thereby, following the approval of the Authority’s Board of Directors, in light of the justifications submitted by the developer.

 

Article 61

Applications for the establishment of investment zones shall be submitted by the relevant Minister or the entity wishing to establish the investment zone, accompanied by the following:

  1. Description of the intended location for the investment zone, including its area, location, coordinates, a recent survey map of the location, and the legal nature of land possession.
  2. Statement of the utilities and basic infrastructure elements in place, those to be introduced, and an estimated statement of the quantities of water and energy required for the zone in its various activity stages.
  3. Strategy for developing and marketing the zone, including a general description of the type of projects intended to be attracted and promoted in the zone, their estimated number, capital required, and expected employment in the various activity stages.
  4. The proposed general plan for the zone, including services to be provided to investors.
  5. Data of the company to be entrusted with establishing, developing, managing, and promoting the zone, including its previous experience, a statement of its shareholders, distribution of its capital, and the basic data of the other licensing-applicant entities.
  6. The proposed timetable for establishing and exploiting the zone.
  7. A declaration of compliance with all environmental and health standards, civil defence requirements, and occupational safety and health standards in force in the Arab Republic of Egypt, and compliance with the conditions of the zone establishment decision.
  8. A model of the contract intended to be concluded with those wishing to invest in the zone, including commitments to the standards and conditions referred to in the preceding paragraph, and commitments to the decisions, rules, and regulations set by the Authority’s Board of Directors for organizing and managing investment zones, and commitments to the land recovery conditions in the event of non-utilization within a specified period.

 

Article 62

A committee shall be formed at the Authority to examine applications for the approval of establishing investment zones, by a decision of the Authority’s Chief Executive Officer, including representatives of the public authorities concerned with the main activities intended to be conducted in the zone, as well as a representative each of the Ministry of Finance, and the jurisdictional authority over the land on which the investment zone is located. The committee shall examine the application and obtain approvals from the authorities concerned with the main activity or activities in the zone, in addition to the approvals of the Ministry of Defence, the National Centre for Planning State Land Uses, the Supreme Council of Antiquities, the Environmental Affairs Agency, and the Civil Aviation Authority. The committee shall issue its recommendations in light of the controls and criteria established by the Authority’s Board of Directors, and shall present them to the Board stating the reasons for acceptance or rejection. The Board shall consider the committee’s recommendation, issue its decision, and the Competent Minister shall, together with the relevant Minister, present it to the Prime Minister for the issuance of the decision authorizing the establishment of the investment zone.

 

Article 63

[Final text as amended by Article 1 of Prime Minister’s Decree No. 2562 of 2024]

 

Each investment zone shall have a Board of Directors formed for a period of three years by a decision of the Competent Minister in agreement with the Minister relevant to the zone’s activity.

The Board shall include representatives of the authorities concerned with the main activity or activities authorized for practice in the zone, the jurisdictional authority over the land, the Ministry of Finance, and representatives of entities licensed for development in the zone and investors therein.

The formation may include one or more members with expertise, or representatives of entities supporting and financing projects in the zone, or any other entities deemed appropriate for inclusion in the Board by the Competent Minister and the relevant Minister.

The Board’s formation decision shall specify the system for holding meetings and the allowances and remuneration of members, with the Board meeting at least once a month or whenever work requires.

 

Article 64

The Investment Zone’s Board of Directors shall be competent to draw up a work plan and the necessary conditions and criteria for conducting activity and organizing work in the zone, to be approved by the Authority’s Board of Directors. It shall in particular have the following:

  1. Establishing the conditions, criteria, and rules for general and specific planning and construction in the zone, ensuring international-level standards and specifications and supporting the competitiveness of investment zones, without prejudice to the provisions of the Building Law.
  2. Establishing the conditions and criteria required for issuing licenses for establishing industrial, service, or commercial projects or any other activities in the zone, or for suspending or revoking them, all without prejudice to the substantive conditions prescribed for granting licenses under any other laws.
  3. Establishing the conditions and criteria required for granting environmental, occupational safety and health, and civil defence approvals, not less than the requirements set out in the governing laws, in coordination with the relevant authorities.
  4. Approving projects in light of the conditions and criteria approved by the Authority’s Board of Directors.
  5. Granting licenses for the construction and management of public utilities, basic infrastructure, and all other licenses for investment zone projects through the executive offices attached to it.
  6. Removing obstacles facing investment zone developers and investors therein, whether internal or external, with relevant authorities.
  7. Following up on the implementation status of the investment zone and the projects operating therein.

 

The Investment Zone’s Board may grant licenses to private sector companies to carry out development, management, and promotion works for the zone, without prejudice to the developer’s obligations specified in the investment zone establishment decision.

The Board may form committees from among the member representatives and Authority employees, or with the participation of external authorities, to undertake specific tasks for the benefit of work in the investment zone.

 

Article 65

The Investment Zone’s Board of Directors shall be required to submit quarterly reports to the Authority’s Chief Executive Officer, who shall present them to the Authority’s Board of Directors and the relevant Minister. The reports shall include the implementation status of the zone, the developer’s compliance with the timetable specified in the establishment decision, obstacles facing the zone or projects operating therein and the measures taken, and the Board’s compliance with the controls and criteria approved by the Authority’s Board of Directors for conducting activity within the zone.

 

Article 66

The Chairman of the Investment Zone’s Board shall be competent to license projects to conduct their activities, with the license specifying the purposes for which it was granted and the period of its validity not exceeding five years. A temporary license for one year may be granted pending the project’s fulfilment of the approvals of the relevant activity authorities. This may be renewed once only for six months at the project’s responsibility. The license may not be transferred in whole or in part except with the approval of the Investment Zone’s Board, and any decision refusing to grant or approve transfer of the license shall be reasoned. Interested parties may submit a grievance against this decision to the Grievance Committee referred to in Article (83) of the Investment Law.

This license alone shall suffice when dealing with various State agencies to obtain services, facilitations, and advantages for the project, without the need for registration in the Industrial Register.

No other administrative authority may take any measures within investment zones whose establishment has been authorized by a Prime Ministerial decision, or in projects operating therein, without referring to the Authority.

 

Article 67

Each investment zone shall have an executive office from among Authority employees, formed by a decision of the Authority’s Chief Executive Officer, approved by the Competent Minister.

The office shall undertake the following tasks:

  1. Implementing the decisions of the Investment Zone’s Board regarding the issuance of all licenses necessary for projects approved for establishment within the investment zone in accordance with the controls and criteria approved by the Authority’s Board of Directors, within a period not exceeding one month from submission of the complete license application. In the event of refusal of a project establishment or licensing application, the refusal must be reasoned.
  2. Following up on the implementation of the Investment Zone’s Board decisions and dealing with all authorities related to projects established within the investment zone.
  3. Undertaking follow-up and oversight of projects within the investment zone to ascertain their compliance with the conditions, controls, and procedures for conducting activity.

 

The office shall receive a consideration for the actual services it provides to investors in accordance with the type of services determined by the Authority’s Board of Directors, in particular: approval for project construction; issuance of building permits; issuance of activity practice license decisions; any other services provided by the executive office as approved by the Authority’s Board of Directors. All of this shall not exceed one per thousand of the project’s investment costs for all services provided.

Projects operating within the investment zone shall be required to submit evidence of the determination of investment costs annually to the zone’s executive office, certified by the project’s legal accountant, within the first month of the financial year for settlement of the service consideration paid. Failure to submit evidence of the determination of these costs during this period shall be deemed the project’s agreement that the service consideration paid does not exceed one per thousand of the prescribed investment costs.

 

Article 68

The Authority’s Chief Executive Officer may form a committee from the executive offices management and the relevant activity authorities to undertake an advisory, follow-up, and support role for investment zone projects, and to issue the approvals of those authorities or renew them in light of applicable controls and procedures of each authority.

 

Article 69

The license issued for the establishment of an investment zone may be revoked by a Prime Ministerial decision, upon a joint proposal of the Competent Minister and the relevant Minister, based on an application submitted by the developer stating the revocation justifications. The proposal must include: the Investment Zone’s Board approval of the revocation; the developer’s commitment to paying all Authority dues on projects operating in the zone up to the date of revocation.

After the investment zone revocation decision is issued, all relevant authorities shall be notified of the decision.

Exempted from these controls are investment zones that the Authority deems lacking in seriousness, or violating the authorized activities, or lacking viability. The Authority may take a decision to revoke those zones by a Prime Ministerial decision following the Authority’s Board of Directors’ approval, upon a joint proposal of the Competent Minister and the relevant Minister.

 

 

Chapter Two: Technology Zones

 

Article 70

Technology zones shall be established by a Prime Ministerial decision, based on the proposal of the Authority’s Board of Directors in light of the application submitted by the Minister responsible for telecommunications and information technology affairs.

The decision shall include the locations, coordinates, area, nature of the authorized activity or activities, the timetable for construction and operation, and any other conditions the Authority’s Board of Directors deems appropriate regarding the activities authorized for practice within the zone, including industrial activities, design and development of electronics, data centres, outsourcing activities, software development, and technological education, and other related or complementary activities. Additional activities may be added by a Prime Ministerial decision upon a joint proposal of the Competent Minister and the Minister responsible for telecommunications and information technology.

Each technology zone shall have a developer who undertakes construction, management, development, and promotion works in accordance with the timetable specified in the establishment decision, otherwise the decision shall be deemed as if it had not been issued. The timetable may be extended by a Prime Ministerial decision following the Authority’s Board of Directors’ approval, in light of the justifications submitted by the developer.

 

Article 71

The provisions of Articles (66) and (67) of these Regulations shall apply to technology zones.

Machinery, equipment, tools, and supplies necessary for conducting the licensed activity for projects within technology zones shall not be subject to customs duties and taxes. Release of such machinery, equipment, tools, and supplies shall be in accordance with customs procedures determined by the Minister of Finance.

Machinery, equipment, tools, and supplies shall be defined as complete production lines with all their contents, even if they arrive in parts, until the completion of the project establishment.

Projects pursuant to the provisions of this Article shall be fully responsible for the machinery, equipment, tools, and supplies referred to. The project shall submit an all-risks insurance policy for such machinery and equipment prior to proceeding with the activity practice licensing procedures.

Projects shall be required to take an annual inventory of the machinery and equipment referred to. Import invoices for machinery and equipment shall be approved by the zone’s executive office in light of the controls established by the Authority’s Board of Directors.

 

Article 72

Each technology zone shall have a Board of Directors formed for a period of three years by a decision of the Minister responsible for telecommunications and information technology in agreement with the Competent Minister. The Board shall include representatives of the authorities concerned with the licensed activities, the jurisdictional authority over the land, the Ministry of Finance, representatives of entities licensed for development in the zone and investors therein, one or more members with expertise, and entities supporting and financing projects, plus representation of any other entities deemed appropriate by the relevant Ministers.

 

Article 73

The Technology Zone’s Board may take all decisions and procedures necessary for managing the zone, organizing work therein, and approving projects. It shall in particular have the following:

  1. Establishing conditions, criteria, and rules for general and specific planning and construction in the zone ensuring international standards and supporting competitiveness, without prejudice to the Building Law.
  2. Establishing conditions and criteria for issuing project licenses or suspending or revoking them.
  3. Establishing conditions and criteria for granting environmental, occupational safety and health, and civil defence approvals, not less than applicable legal requirements.
  4. Approving projects in accordance with the Authority’s approved controls and criteria.
  5. Granting licenses for public utilities, basic infrastructure, and all other licenses for technology zone projects.
  6. Removing obstacles facing technology zone developers and investors.
  7. Following up on the implementation status of the technology zone and operating projects.

 

The Technology Zone’s Board shall be required to submit quarterly reports to the Authority’s Board of Directors containing the implementation status of the zone, the developer’s compliance with the timetable, obstacles facing the zone or operating projects and measures taken, and the Board’s compliance with the Authority’s approved controls.

 

 

Chapter Three: Free Zones

 

Article 74

A permanent technical committee for free zone affairs shall be established at the General Authority for Investment and Free Zones, formed and with its competences determined by a decision of the Authority’s Chief Executive Officer. The committee shall consider matters referred to it and shall in particular have the following:

  1. Proposing the policies governing free zones, in preparation for presenting them to the Authority’s Board of Directors.
  2. Studying applications for establishing projects in public free zones.
  3. Approving amendments to company systems, their legal forms, the extension of their term and the term of their activity practice license decisions, and others, prior to presentation to the relevant zone’s Board.
  4. Proposing solutions to problems facing free zone projects and removing difficulties before them, ensuring the implementation of the Authority’s policy on encouraging and attracting investment.

 

The committee shall meet weekly, and its decisions shall be communicated to the investor by the competent zone management within three days from the date of approval.

 

Article 75

The Council of Ministers, upon the proposal of the Competent Minister, shall issue a decision approving the establishment of private free zones.

A decision of the Authority’s Board of Directors shall specify the procedures for obtaining activity practice licenses for projects, their renewal, and amendments thereto.

The Chairman of the competent Free Zone’s Board shall issue a decision licensing the project to practice its activity and approve its location. The license must specify the project’s purposes and duration, its boundaries, and the value of the guarantee submitted to cover obligations due to the Authority from the project.

 

Article 76

[Final text as amended by Article 1 of Prime Minister’s Decree No. 2140 of 2023, issued 4 June 2023, published 4 June 2023, effective as of 5 June 2023]

 

The Council of Ministers may approve the establishment of private free zone projects, upon the proposal of the Competent Minister, and following study and evaluation by the Authority, in accordance with the following conditions and controls:

  1. The project must take the form of a joint-stock company or limited liability company.
  2. The local component shall not be less than 30% within a maximum of three years from commencement of operation.
  3. The export ratio to outside the country shall not be less than 80%. Exemption from this ratio is permissible for strategic projects of special importance.
  4. Private free zone projects shall comply with industrial security, civil defence, and fire conditions in accordance with the applicable Egyptian code, or decrees issued by the Minister responsible for industry affairs regarding industrial installations. They shall also be required to secure their premises and boundaries with guard towers, surveillance cameras, and the presence of Authority security and port security personnel at the project’s expense.
  5. The Authority shall be required to monitor the activities of private free zone projects to ensure their proper operations and verify the soundness of procedures for conducting activity, in accordance with the mechanisms established by the Authority’s Board of Directors and approved by the Council of Ministers. The competent zone management shall submit periodic reports to its Board for consideration of the viability of the project’s continued operation under the private free zones system. All free zone projects shall make all records and books available to the Authority during examination and monitoring operations. Final approval of the project shall lapse if the investor fails to take serious implementation steps — including commencement of incorporation procedures, submission of engineering drawings, obtaining required approvals from relevant authorities, and the timetable for commencing activity — within six months from the date of notification of the project approval decision. This period may be extended for further period(s) in light of the justifications submitted by the interested parties as assessed by the Free Zone’s Board.

 

The Council of Ministers may, based on considerations it assesses on a case-by-case basis, upon the proposal of the Competent Minister and following the Authority’s Board of Directors’ approval, exempt one or more projects from one or more of those conditions.

 

Article 76 (bis)

[Final text as amended by Article 2 of Prime Minister’s Decree No. 1203 of 2024]

 

By way of exception from the conditions and controls set out in Article (76) of these Regulations — except for item (5) thereof — the Council of Ministers may, upon the proposal of the Competent Minister, and following study and evaluation by the Authority, approve the establishment of a private service free zone comprising a principal service project for the construction, development, management, and provision of space for certain subsidiary service projects conducting similar activities falling under any of the sectors set out in Article (1) of these Regulations, under the private free zones system, in accordance with the following conditions and controls:

  1. The principal project at the private service free zone must take the form of a joint-stock company or limited liability company.
  2. The principal project at the private service free zone shall comply with civil defence and fire conditions in accordance with the applicable Egyptian code.
  3. The Authority’s Board of Directors shall issue a decision on the procedures and requirements for establishing subsidiary service projects within the private free zone, approved by the Council of Ministers upon the proposal of the Competent Minister.
  4. The Board of the public free zone within whose geographic scope the private service free zone falls shall be competent to approve the establishment of projects therein and their revocation. The Chairman of the public free zone’s Board referred to shall be competent to license those projects to conduct their activities and to consider license renewal and amendments. The license must specify the project’s purposes, duration, boundaries, and the value of the financial guarantee submitted to cover obligations due to the Authority from the project.

 

In private service free zone projects established pursuant to partnership or investment contracts concluded by a State entity with the investor following the Council of Ministers’ approval, for the purpose of establishing major development projects, the private service free zone may include one or more subsidiary projects conducting industrial activities in the field of light industries only. The minimum area of the private service free zone for the principal project shall not be less than one million square metres. This shall be in accordance with the conditions set out in the contracts referred to and the controls and procedures established by the Authority’s Board of Directors in coordination with the Ministry of Finance for those projects according to their nature and purposes.

 

Article 77

Activities shall be conducted under the free zones system as authorized by the competent public free zone’s Board, and following the study of the project establishment application and the expression of opinion thereon by the Permanent Technical Committee for Free Zone Affairs.

 

Article 78

The public free zone’s Board of Directors shall be competent to give final approval for the establishment of projects and to revoke them. The Chairman of the Board shall issue the licensing decision for conducting activity in accordance with the rules determined by the Authority’s Board of Directors. The license must specify the purposes of the approved project, its duration, the location’s boundaries, and the amount and type of financial guarantee submitted to cover obligations due to the Authority from the project, not exceeding 2% of investment costs, as follows:

(a) For industrial and assembly projects: 1% of the project’s investment costs, with a maximum of USD 75,000 or equivalent in freely convertible currencies.

(b) For storage projects and projects whose principal activity does not require the entry or exit of goods: 2% of the project’s investment costs, with a maximum of USD 125,000 or equivalent in freely convertible currencies.

 

The guarantee value shall be recalculated every three years in accordance with the project’s investment costs based on the latest financial statements and final accounts submitted to the competent free zone, or in the event the project submits an application affecting the investment costs.

 

Article 79

The Authority shall undertake the valuation of assets, liabilities, and in-kind contributions presented as capital or capital increases for free zone projects, or upon mergers, changes of legal form into capital companies. The Free Zones Operating System Regulations shall specify all procedures and documents to be submitted for the valuation, the method of objection thereto, and the fees for the valuation committee.

 

Article 80

The zone management shall announce the available spaces and investment opportunities therein and present them to investors. The investor shall submit the application to the zone management specifying the purpose and area on which the project is to be established on the form prepared for this purpose. Allocation of this real property shall be in accordance with the following rules:

  1. The project’s purpose (nature of the project’s activity).
  2. The project’s capital and investment costs.
  3. Target employment size.
  4. Proportionality of the area for which a license is requested with the type of activity intended for practice.

 

Article 81

The zone management shall present to its Board the investment project application, following receipt of preliminary approval, for decision thereon after payment of 10% of the usufruct consideration, with a minimum of USD 1,000, as a down payment evidencing seriousness of implementation. This amount shall be deducted from the usufruct consideration upon receipt of the land. This amount shall not be refunded in the event of non-implementation for reasons attributable to the project. The zone’s Board decisions shall be approved by the Authority’s Chief Executive Officer.

 

Article 82

The investor shall present to the zone management within thirty days from the date of notification of the approval for establishing the project, for receipt of the allocated land and signature of the allocation reports and usufruct contracts, after payment of the prescribed usufruct consideration rates. The date of signing the allocation and receipt reports shall be deemed the notification of receipt.

If the interested party fails to present to the zone management within the specified period for receiving the land, the approval issued to that party shall be deemed as if it had not been issued, unless the party submits justifications accepted by the Zone’s Board.

The licensee shall be required to take the legal procedures for establishing the project and commence the construction implementation phases in accordance with the timetable submitted within ninety days from the date of signing the receipt reports, otherwise the approval for establishing the project shall lapse. This period may be extended once in light of the justifications submitted by the investor or their representative and assessed by the Zone’s Board.

The Authority’s Board of Directors shall determine the annual usufruct consideration rates per square metre for lands allocated to projects in public free zones, according to the nature of the activity and in light of the economic requirements of each zone. The Authority’s Board may revise these rates when necessary.

 

Article 83

The Authority’s Chief Executive Officer may, when necessary and following the Authority’s Board of Directors’ approval, approve the completion or development of basic infrastructure prerequisites for public free zones not owned by the Authority, with the value of expenditure reverting to the Authority by deduction from the usufruct consideration collected from projects established in those zones for the benefit of the land-owning authority, in accordance with the following controls:

  1. The Authority shall prepare the necessary estimates for infrastructure completion or development works and determine the value of expenditure and its method and period of recovery in accordance with the study prepared for development works for each zone separately.
  2. The Board of the public free zone not owned by the Authority shall approve the Authority’s execution of the required work items in accordance with the value and payment methods determined.

 

Article 84

Licensed projects shall be bound by the areas allocated to them and may not store goods or waste or erect buildings or structures outside those areas, and shall comply with the urban appearance of the public free zone. In the event of a violation, the violator shall be required to remedy it within the period determined by the zone management, otherwise it shall be remedied at the violator’s expense, with a doubled occupancy consideration at the storage rate for spaces occupied without a license. The Zone’s Board may exempt the violator from the doubled occupancy consideration based on the justifications submitted.

The Zone’s Board may double the occupancy consideration in the event of a repeated violation, and the violator shall be required to pay the doubled consideration, without prejudice to the right to claim compensation.

 

Article 85

The project shall be required to hand over the allocated location empty to the zone management upon the lapse of the approval or cancellation of the project. If there are buildings, installations, or assets at the location, the project shall be required to vacate them at its own expense within the period determined by the Zone’s Board, not exceeding six months from the date of notification by registered letter. The project may, during this period, transfer the location with its buildings and installations to another existing or new project with the Authority’s approval, entitling the Authority to a transfer consideration of 1% of the value of such buildings and installations, which shall be valued by the Authority.

 

Article 86

Goods arriving under the free zones system must be included in the shipping manifests with an explicit statement in those manifests, bills of lading, and invoices that they are destined for the free zone.

The zone management may waive this condition if the goods arrive in the project’s name for its account or for the account of a third party, provided neither the project nor the third party engages in activity inside the country.

 

Article 87

The following procedures shall be followed for the transfer and securing of transit goods and goods arriving for public free zones established within customs districts:

  1. The project shall submit to the competent zone management a declaration on the form prepared for this purpose stating that the goods are arriving for the free zone, in original and copy, accompanied by the maritime delivery order.
  2. The zone management shall endorse the original declaration confirming that the project operates under the free zones system and that the goods stated in the declaration are of the types necessary for the licensed activity, then the declaration shall be referred to the competent customs for review against shipping documents and authorization of the transfer of goods to the free zone by the shipping agent under full responsibility of the shipping agent, in accordance with the direct transit system.
  3. The zone management shall conduct a random sample inspection or detailed examination upon arrival of the goods at the zone, as applicable. A copy of the inspection results shall be provided to the competent customs, and the goods shall be delivered to the project manager and shall be in the project manager’s custody and full responsibility.

 

Article 88

The following procedures shall be followed for the transfer and securing of goods arriving for free zones with private ports:

  1. Ship and aircraft masters or their representatives shall submit, within twenty-four hours of the vessel’s or aircraft’s arrival, the cargo manifest for free zone goods to the competent customs.
  2. The competent zone management shall notify the interested parties specified in the cargo manifest of the arrival of their consignment and require them to collect it within forty-eight hours from the date of notification. Otherwise the zone management may transfer it to locations it determines at the interested parties’ expense.
  3. The project shall submit the import declaration, endorsed by the zone management and accompanied by the maritime delivery order, to the competent customs for registration and taking transit procedures.
  4. After registration, the declaration shall be referred to the zone management, accompanied by the consignment’s documents, for inspection or detailed examination, and the goods shall be delivered to the project and become its custody and full responsibility. Customs shall be notified of a copy of the inspection results.

 

Article 89

The following procedures shall be followed for the transfer and securing of consignments arriving for free zones established within the country:

  1. The interested party shall submit to the competent zone management: (a) a declaration of goods arriving for free zones on the form prepared by the Authority, in original and two copies; (b) invoices and packing lists for the consignments.
  2. The zone management shall endorse the original declaration confirming that the project operates under the free zones system and that the goods in the declaration are of the types necessary for the licensed activity, and deliver the original and copy to the interested party.
  3. The original declaration and copy shall be submitted to the competent customs for taking customs procedures by means of a customs transit certificate, and the goods shall be transferred to the free zone.
  4. The goods shall be delivered to the interested party, along with the customs dispatch request and a copy of the import declaration endorsed by the competent customs confirming completion of transit procedures for goods sent to the free zone, for transfer to the zone management for completion of inspection and preparation of inspection data in original and two copies in the presence of the interested party.
  5. The dispatch request stub, after endorsement, shall be returned to the competent customs accompanied by a copy of the inspection data.

 

In all cases, the interested party shall be liable for any shortage, loss, or damage to goods during their transfer from customs to the free zone.

 

Article 90

The Authority shall, upon the request of the interested party, provide the Customs Authority with a guarantee for the value of customs duties and taxes due on goods in accordance with what the Customs Authority determines, during their transfer from customs districts to free zones, or vice versa, or between free zones.

The Authority shall issue this guarantee in exchange for collecting one per thousand of its value, after the project submits an insurance policy against theft, damage, and fire risks for the full guarantee value.

 

Article 91

The Competent Minister — with the investor’s approval — may, in cases of necessity requiring the provision of basic needs for the country, and following the Prime Minister’s approval, decide to permit the entry of goods, materials, equipment, and apparatus arriving for free zones from customs districts directly into the country and their release, after fulfilling all customs and import procedures and collecting due customs duties and taxes, and paying the Authority’s dues.

 

Article 92

Entry into the country of tobacco products, tombac, moassel, nasal snuff, cigarettes, and cigars of all types manufactured in free zones is prohibited.

 

Article 93

The following procedures shall be followed for consignments exported outside the country from projects licensed to operate in free zones with private ports, or established within customs districts or inside the country:

  1. The interested party shall submit the export declaration on the form prepared by the Authority, in original and two copies, accompanied by evidence of payment of the guarantee consideration submitted by the Authority at the interested party’s request, and the consignment’s invoice, to the competent Free Zone management for review and endorsement.
  2. A joint committee from customs and the zone management shall inspect the consignment and verify it against documents submitted by the project in the presence of the project’s representative, with the inspection result recorded on the original declaration. This shall be submitted to the competent customs for taking prescribed customs procedures and issuing an export release order.
  3. Packages shall be sealed and lead-stamped and sent under customs supervision to the export port.
  4. The export customs shall endorse a copy of the export declaration accompanying the goods confirming completion of the export process, and deliver the declaration to the interested party, who shall be required to return it to the free zone within fifteen days.

 

Article 94

Goods may be exchanged between projects within the free zone, or from one free zone to another, whenever this is required to achieve the authorized purposes of the projects.

Exchange between projects within the same public free zone or between different free zones shall be with the endorsement of the concerned free zone managements.

 

Article 95

The project or establishment licensed in free zones shall be fully liable for any shortage, loss, or change in goods and products — whether in type, number, or weight as established at storage — unless the shortage, loss, or change is due to the nature of the type, or caused by force majeure or sudden accident. The competent zone management may request the collection of customs duties and taxes, as well as fines, for shortages or surpluses not accepted in those goods and products, in accordance with the rules and within the limits set by a decision of the Authority’s Board of Directors.

The preceding provisions shall not apply to losses resulting from industrial processes in accordance with the applicable technical rates.

 

Article 96

Goods and products shall not be subject to any time restriction regarding their period of stay in the zone, except for prohibited plants and agricultural products and those infected with harmful pests.

By way of exception, the public free zone management may order the removal of certain goods, commodities, or products and their sale for the account of their owners with deduction of customs duties and taxes, or order their destruction, in the following cases: (1) the unsuitability of the types for remaining or their danger to public health, as determined by the competent public authorities; (2) the stay of the mentioned types in the zone being likely to harm the consignments therein; (3) suspension of the project’s or establishment’s activity, for any reason, for a period justifying the non-retention of these types or goods in the zone.

 

Article 97

The public free zone management may authorize the destruction of stored goods and products upon the request of the project or establishment. The destruction request shall be submitted to the zone management specifying the justifying reason and the type, description, quantity, weight, value, and arrival date of the goods and products to be destroyed.

The Chairman of the Zone’s Board shall decide on the request after studying it and verifying the accuracy of the reasons and data it contains, and after a committee — formed by the Chairman’s decision — inspects the items to be destroyed and prepares a report specifying what it deems appropriate to authorize for destruction, and the time, place, and method of carrying it out, ensuring safety, security, and no threat to public health.

 

Article 98

The destruction of the goods and products specified in the authorization shall be carried out at the time, place, and by the method specified, in the presence of representatives of the competent authorities and the project’s or establishment’s representative. The quantities destroyed shall be deducted from the project’s or establishment’s balances recorded in its books, and a record shall be drawn up of the procedures.

 

Article 99

The Authority may, upon a written request from the interested party, authorize the temporary introduction of domestic and foreign goods, materials, parts, and raw materials owned by the project or third parties from inside the country into the free zone for repair or industrial processing and their return inside the country without being subject to applicable import rules. Goods and raw materials that have undergone transformative processing shall be subject to these rules upon their return inside the country.

The application shall be accompanied by a declaration containing a statement of the types, their quantities, the nature of the works intended, whether for repair or industrial processing, the estimated value, a statement of anticipated waste and loss rates in the case of industrial processing, a statement of the type and value of foreign materials used in industrial processing, and the scheduled date for withdrawal of those types after completion. The original of this declaration shall be endorsed by the competent free zone management, which shall retain a copy.

 

Article 100

The application for removal from the free zone and return inside the country shall be submitted by the interested party to the Authority, after completion of repair or industrial works, specifying the works performed, their value, the value of foreign materials used, the period, and the shape of the types after manufacturing. A copy of the entry application and a declaration that those types are the same ones authorized for entry into the zone, as well as an invoice for the value of repair or industrial processing shall be attached. The original of this declaration shall be endorsed by the zone management, which shall retain a copy.

 

Article 101

The types referred to in the preceding article shall be inspected by a joint committee from the zone management and customs in the presence of the interested party to verify the accuracy of the data and their conformity with the submitted documents. The release decision shall be issued after payment of due customs duties and taxes. The project shall submit the endorsed original declaration to the competent customs for taking the necessary customs procedures and shall retain a copy for submission with documents upon returning the types inside the country. The types shall be delivered to the project’s representative and become the project’s custody and full responsibility until return.

 

Article 102

Projects licensed in public free zones for repair and industrial processing shall be required to allocate separate storage areas within the project’s warehouses for goods, materials, parts, and raw materials that are being repaired or processed, and a special account for this activity separate from the account of the principal activity licensed for the project, in a manner ensuring the display of work results for each activity separately.

 

Article 103

The removal of ordinary packaging and empty containers, as well as products unfit for export and left over from manufacturing processes, from free zones to inside the country shall be with the approval of the free zone management. The project shall submit a statement of these types to the competent customs, endorsed by the competent free zone management, to complete customs procedures, inspection, verification, collection of due customs duties and taxes, and permission for exit.

As for materials, waste, and residues resulting from the activities of projects operating in free zones, their entry inside the country shall be permitted when for disposal or recycling, using the safe methods and means prescribed in accordance with the Environment Law, at the interested party’s expense.

 

Article 104

The Authority’s dues from free zone projects may be collected in foreign currency accepted by Egyptian banks.

 

Article 105

Subject to the provisions of Articles (41) and (44) of the Investment Law, the duty referred to shall be collected as follows:

 

First — Projects in public free zones shall be subject to:

A duty of 2% upon entry of goods arriving for the free zone for the project’s account on the basis of their CIF value at the port of arrival, or customs valuation, whichever is higher — for storage projects — as well as 2% of the value of purchases in direct supply cases involving a purchase and sale transaction.

A duty of 1% of the value of goods upon exit on FOB basis — for manufacturing and assembly projects — as well as 1% of the processing value for industrial or complementary processing operations carried out on goods and materials processed in free zones for the account of third parties.

A duty of 1% of the total revenues achieved without deduction of any charges in exchange for obtaining these revenues — for projects whose principal activity does not require the entry or exit of goods — as well as 1% of the commission value in direct supply cases limited only to collecting a brokerage commission. This duty shall be collected on a semi-annual basis based on the revenue statement submitted by the project for this period.

 

Second — Projects in private free zones shall be subject to:

A duty of 1% of the total revenues achieved by manufacturing and assembly projects upon export of goods outside the country from the customs document indicating this, as well as 1% of the processing value for industrial or complementary processing operations.

A duty of 2% of the total revenues of these projects upon entry of goods into the country from the sale invoice.

A duty of 2% of the total revenues achieved by storage projects upon export of goods from the sale invoice.

A duty of 2% of the total revenues achieved without deduction of charges for projects whose principal activity does not require the entry or exit of goods, as well as 2% of revenues in direct supply cases. This duty shall be collected on a semi-annual basis.

 

The duties collected under item Second of this Article shall be distributed equally between the Authority and the Ministry of Finance on a semi-annual basis.

Direct transit goods arriving for zones with private ports are exempt from this duty, provided the consignment’s documents explicitly state the final destination and the goods are re-exported to another country.

In all cases, the final settlement of due duty shall be made according to the nature of the project’s activity based on the financial statements and their notes, certified by a legal accountant, after deducting what has been previously assessed.

 

Article 106

Projects operating under the free zones system shall be required to provide each of the competent free zone management and the Ministries of Finance and Investment with a copy of the financial statements and their certified notes within ninety days following the end of the project’s financial year.

The competent free zone management shall have the right to examine and review the items of the financial statements and their notes and require the project to submit analytical data necessary for review purposes.

 

Article 107

Free zone projects shall pay the Authority a consideration for the services it provides, at the rate of half per thousand of the issued capital of industrial and assembly projects, and one per thousand of the issued capital of storage, service, and multi-licensed projects, with a maximum of one hundred thousand Egyptian Pounds. Service consideration shall be paid in freely convertible currency.

Service consideration shall be calculated for a calendar year, except for the first year which shall be proportional to the remaining period from the date of the activity practice license until the end of the calendar year.

 

Article 108

The competent free zone management shall collect the Authority’s dues from the project by deduction from the financial guarantee submitted by the project, if the project fails to pay within fifteen days from the date of notification by registered letter. In this case, the project shall be required to restore the guarantee value within fifteen days from the date of notification. If the guarantee is not restored, the matter shall be presented to the Zone’s Board for appropriate action.

 

Article 109

The investor shall be required to obtain comprehensive insurance on buildings, machinery, and equipment against all accidents and risks arising from the practice of the licensed activity, with the insurance policy issued by one of the companies licensed to operate in the Arab Republic of Egypt.

In the event of an accident or insured risk where the insured buildings and installations pose a danger to property, lives, or surrounding projects, the Zone’s Board may issue a reasoned decision requiring the project to remove such buildings and installations, and the investor or their representative shall be notified within one week from the date of its issuance. The investor shall be required to implement the removal decision at the investor’s own expense within the period determined by the zone management. The Zone’s Board may, in the event of the investor’s refusal to implement, suspend the project’s activity or revoke it according to the gravity of the risk of retaining these buildings and installations without removal.

 

Article 110

Projects shall be required to take an annual inventory of their assets in the presence of representatives of the competent free zone and other relevant authorities the zone management deems appropriate. The zone management may conduct an inventory whenever circumstances require, whether by a surprise comprehensive inventory or a partial inventory of a specific type. In the event a shortage or surplus is discovered, a record shall be drawn up specifying the type, quantity, weight, and inventory date in detail, signed by the project’s representative, the zone’s representative, and the representative of any authority the zone management sought assistance from.

The project shall make records and books available to the zone management for examination and verification, and the zone management shall notify customs to collect due customs duties, taxes, and fines in the event of unjustified shortages or surpluses.

 

Article 111

In the event of a project’s violation of the provisions of the Investment Law, these Regulations, the Free Zone Operating System Regulations, license conditions, or decisions issued by the Authority, the Authority may suspend the project’s activity for a specified period or revoke the license issued to the project, according to the gravity of the violation, circumstances of commission, and extent of damages to the national economy, if the project fails to remedy the violation within the period determined by the Authority.

 

Article 112

The investor shall, in the event of revocation of the approval issued for the project, take the procedures for liquidating the activity and terminating its physical presence, in accordance with the rules specified by the Free Zone Operating System Regulations.

 

Article 113

The licensee shall, upon assigning any person to work for the licensee in the zone, draw up an employment contract in four copies — one to each party — with one copy deposited with the free zone management and another with the zone’s labour office. If the contract is drawn up in a foreign language, an Arabic translation shall accompany each of these two copies.

The licensee shall retain a criminal record and a copy of personal identification (national ID card or passport) and present to the zone management for issuing the worker a permit to enter the zone.

The licensee shall also be required to enrol workers in social insurance and notify the competent social insurance office of the insurance enrolment request accompanied by a copy of the employment contract. An annual statement containing the names of workers in the zone’s projects, their wages, and dates of commencement and termination of service shall be provided to the National Social Insurance Authority.

 

Article 114

The provisions of the Labour Law regarding the necessary social and medical services for the protection of workers during work shall apply to workers in free zone licensed establishments, without prejudice to better benefits provided by the special systems of those establishments. The Free Zone Operating System Regulations shall specify the regulations governing the affairs of workers in those projects, which shall in particular include:

(a) The percentage of workers with Egyptian nationality, not less than 80% of the project’s workers.

(b) Determination of the minimum wages at not less than the minimum wage level applicable outside the free zone within Egypt.

(c) Daily working hours and weekly rest, provided working hours do not exceed 48 hours per week.

(d) Overtime hours and remuneration due therefor.

(e) Social and medical services provided by projects to their workers and necessary precautions for their protection during work.

 

Article 115

The Authority shall establish security and monitoring systems to achieve the security and safety of individuals, projects, establishments, goods, and merchandise within public free zones to preserve them and prevent crimes, while providing fire-fighting equipment and maintaining it.

 

Article 116

The Authority or the Chairman of the competent public free zone, as applicable, shall issue entry permits for free zones to each of:

  1. Employers or their representatives upon acceptance of applications submitted by them; issued for a period similar to that specified in the activity practice license.
  2. Workers in projects and establishments licensed to practice activity in the zone, based on applications submitted by employers; issued for one year, renewable.
  3. Authority employees whose job duties require entry into the free zone.
  4. Persons whose entry is required temporarily and irregularly into the free zone, in accordance with the rules issued by a decision of the Authority.

 

Article 117

Entry or residence permits shall be revoked in any of the following cases:

  1. Conviction of the permit holder in a felony or a smuggling, theft, or attempt offence.
  2. Termination of service or work of the permit holder with the project or establishment in which the holder works.
  3. Termination or suspension of the activity practiced by the permit holder in the free zone.

 

Article 118

A permit may be revoked in either of the following two cases:

  1. Assault by the permit holder on a public authority officer or judicial police officer, or resistance to them, or obstruction of Authority employees in the performance of their duties.
  2. The permit holder’s violation of the provisions of the Law, these Regulations, or any of the regulations, decisions, or instructions issued by the Authority.

 

Article 119

Any person wishing to practice a profession or trade in the public free zone permanently on their own account shall submit an application to the Chairman of the Zone’s Board for authorization.

The permit shall be issued in exchange for a fee of five thousand Egyptian Pounds per year.

The licensee shall be required within sixty days following the issuance of the license to present to the Authority the Commercial Register number or the professional practice license as applicable, and a copy of the tax card for the new activity in the zone. The license shall lapse if the aforementioned documents are not submitted within the specified period.

 

Article 120

The Authority’s Chief Executive Officer may license the conversion of existing projects operating under the public free zones system to the domestic investment system in accordance with the conditions and procedures established by the Authority’s Board of Directors, in particular:

  1. The project must have conducted activity under the free zones system for at least one year.
  2. Activity shall be conducted after conversion outside the geographic boundaries of the free zone, for projects established in public free zones.
  3. Payment of all dues of the Authority and other governmental authorities for conducting activity under the free zones system.

 

Projects operating in private free zones shall be converted to the domestic investment system in accordance with conditions (1) and (3), as well as the other conditions and procedures established by the Authority’s Board of Directors, which shall be issued by a Council of Ministers decision upon the proposal of the Competent Minister.

 

 

PART FIVE: ORGANIZING THE INVESTMENT ENVIRONMENT

 

Chapter One: Investment Affairs Authorities

 

Article 121

The Board of Directors of the General Authority for Investment and Free Zones shall meet at least once per month upon the invitation of its Chairman, and shall be quorate only with the attendance of at least two-thirds of the members. The Board may meet partially or fully via modern technological means (Conference Call / Video Conference Call). In such case, the member shall be required to send their opinion on the decisions taken via email, using electronic signature technology or any other means, within 48 hours from the date of the meeting. Failure to send an opinion within the stated period shall be deemed the member’s agreement with what appears in the meeting minutes.

The Board may form one or more committees from among its members, to which it assigns a specific task.

The Board’s Chairman may invite such experts as deemed appropriate to attend its sessions whenever necessary, without their having a counted vote on Board decisions.

Board decisions shall be issued by a majority of the votes of attending members. In the event of a tie, the side on which the Chairman stands shall prevail. The Authority’s Chief Executive Officer shall implement the Board’s decisions.

 

Article 122

The Authority’s Board of Directors shall have a technical secretariat formed from a chairman and a sufficient number of Authority employees, with their selection and financial treatment determined by a decision of the Board Chairman upon the proposal of the Chief Executive Officer.

The technical secretariat shall prepare matters, draw up the agenda for the Chairman’s approval, and send invitations to members and guests as applicable. It shall also maintain organized registers recording the Board’s minutes and decisions.

 

Article 123

The Chairman of the Authority’s Board of Directors shall present the meeting’s agenda for discussion and adoption of such decisions as the Board deems appropriate.

The Board Chairman may present to the Board any emerging matters deemed appropriate.

Without prejudice to the public nature of Board decisions, members’ discussions shall be confidential and may not be disclosed except by special permission from the Board Chairman or investigative and adjudicative authorities. The technical secretariat shall record a comprehensive summary of these discussions, the volume of voting, and the decision issued thereon in meeting minutes approved by the Competent Minister.

In cases of necessity, the technical secretariat may, following the Board Chairman’s approval, send a memorandum on the matter requiring a decision, containing justifications and grounds, to all Board members using one of the following means (hand delivery, fax, or email). Board members shall express their opinion using any of the means referred to. The Board’s decision shall in this case be issued with the approval of all members, provided the Board is briefed on what transpired at the next subsequent meeting.

 

Article 124

The Authority’s Chief Executive Officer or whoever is delegated thereby may notify companies or establishments in the event of their violation of the provisions of the Investment Law to remedy the causes of the violation within a period not exceeding fifteen working days from the date of notification.

If the company or establishment fails to remedy the violation within the specified period, the Authority’s Chief Executive Officer may, following the Authority’s Board’s approval, suspend its activity for a period not exceeding ninety days. The suspension decision must refer to the procedures taken. If the company or establishment continues to commit the same or other violations within one year from the date of its first violation notification, the Chief Executive Officer may, following the Board’s approval, take any of the following measures according to the gravity and repetition of violations:

(a) Suspension of enjoyment of prescribed incentives and exemptions.

(b) Shortening the period of enjoyment of prescribed incentives and exemptions.

(c) Termination of enjoyment of prescribed incentives and exemptions, with consequent effects on decisions and licenses issued to the company or establishment.

(d) Revocation of the activity practice license.

 

For violations threatening public health, citizen security, or national security, the Authority’s Chief Executive Officer may, after notifying the Authority’s Board, issue a decision suspending activity for ninety days. If the company or establishment continues to commit the violation or commits another within one year from the first violation, the Chief Executive Officer may revoke the license.

 

Article 125

The Authority may entrust the implementation of its plan for the promotion of available investment opportunities domestically and abroad to a specialized company to carry out this task, provided the companies wishing to engage in this activity take the form of a joint-stock company, and that the company’s activity is limited to marketing and promotion for zone development and attracting investors.

A register shall be maintained at the Authority for the registration of specialized companies in this field that satisfy the financial and technical conditions and controls necessary for contracting with them, to be determined by a decision of the Authority’s Board of Directors.

 

Article 126

Companies shall be required to submit an annual statement as of the financial year following the date of commencement of production/activity, containing the following information:

Volume of the company’s investments.

Financial statements.

Number of employees, their positions, nationalities, and total wages.

Capital at its value in the latest balance sheet, and investment cost.

The company’s principal headquarters and activity practice location.

Nature of incentives obtained by the company.

Names of partners, shareholders, or company owners.

Commercial and tax registration numbers.

Statement of the system followed by the company in the field of corporate social responsibility outside the investment project.

Approved purpose and purpose benefiting from incentives.

 

Article 126 (bis)

For the purposes of applying Article (74) of the Investment Law, ‘public and private authorities’ shall mean:

Public authorities: ministries, public authorities, governorates, and other public juridical persons competent to grant companies and establishments the licenses necessary for their incorporation and activity practice, or exercising supervisory and regulatory authority over them pursuant to special laws, decisions, contracts, or international agreements. These include the Ministry of Petroleum and Mineral Resources, the Ministry of Electricity and Renewable Energy, the Central Bank of Egypt, the Financial Regulatory Authority, the Egyptian Exchange, the General Authority for Industrial Development, and the Special Economic Zone Authorities. Misr for Central Clearing, Depository, and Registry shall be deemed in the category of public authorities.

Private authorities: all companies incorporated or to be incorporated in the Arab Republic of Egypt of any applicable legal system, as well as investment projects subject to the Investment Law referred to, which include foreign participation of any size.

 

Article 126 (bis A)

Without prejudice to the provisions of the Central Bank, Banking Sector, and Monetary System Law, the public and private authorities referred to in Article (126 bis) of these Regulations shall be required to provide the General Authority for Investment and Free Zones with the information and data required for calculating direct and indirect foreign investment assets, on the forms and questionnaires to be determined by a Prime Ministerial decision, through the electronic system activated by the General Authority for Investment and Free Zones for calculating foreign investment assets, or by any other means, within the following periods:

 

First — For public authorities:

Quarterly reports within a maximum of thirty days from the end of the months of March, June, September, and December, containing information and data available on companies that include foreign investment, whether in the form of incorporation, amendment of capital, purpose, or the structure of shareholders or the company’s Board.

Quarterly reports within a maximum of forty-five days from the end of the months of March, June, September, and December, containing information and data on international agreements and contracts concluded with foreign investors.

 

Second — For private authorities:

Reports within a maximum of thirty days from the date of incorporation and each amendment to capital or change of purpose, structure of shareholders, or Board of Directors.

Quarterly reports within a maximum of forty-five days from the end of each quarter.

Annual periodic reports within the four months following the end of the financial year.

 

 

Chapter Two: Subsequent Monitoring, Inspection, and Governance Procedures

 

Article 127

The Authority shall follow up on the implementation of the provisions of the Investment Law and these Regulations. Within its competence, it may examine any complaint from shareholders, partners, or other interested parties regarding the implementation of the provisions of the Investment Law and the Joint-Stock Companies, Partnerships Limited by Shares, and Limited Liability Companies Law.

The Authority may take such measures as it deems appropriate regarding violations it discovers, in accordance with the rules and procedures legally prescribed.

The Authority’s Chief Executive Officer shall issue decisions relating to facilitating and simplifying procedures for investors and substituting electronic means for books and documents consistent with technological progress, ensuring swift service delivery in all matters within the Authority’s competence, in particular:

  1. Establishing controls and conditions facilitating all procedures relating to general assemblies and company boards of directors, and the certification of their minutes, regarding the service delivery time, required documents, and method of electronic delivery as soon as activated at the Authority.
  2. Developing, unifying, and simplifying procedures for capital increases or decreases and financial valuation systems, and procedures for verifying whether the values determined have been correctly estimated, without prejudice to the legally prescribed competence of the Financial Regulatory Authority.
  3. Establishing controls ensuring the separation of regulating investment procedures from subsequent monitoring of companies.

 

The Authority’s Board of Directors shall establish the controls and conditions relating to inspection and subsequent monitoring procedures for companies of all legal forms, without being bound by any procedures set out in other laws.

 

Article 128

The Authority shall establish the rules ensuring the application of governance principles and rules, and the obligations, guarantees, and rights the law guarantees to companies, in addition to the Authority’s supervisory role.

A decision of the Authority’s Board of Directors shall be issued on the rules, controls, and systems ensuring the application of these principles.

 

 

Chapter Three: Grievances

 

Article 129

One or more committees shall be established to examine grievances against administrative decisions issued pursuant to the provisions of the Investment Law and these Regulations by the Authority or the competent administrative authorities responsible for granting approvals, permits, and licenses.

The committee shall be chaired by a counsellor from one of the judicial bodies, to be designated by the relevant body’s own councils, and with a representative of the Authority and a member with expertise as members.

A register shall be maintained at the Authority for the registration of experts in various fields, from whom a member with expertise shall be appointed to the Grievance Committee, with attention to specialization in the field subject to the grievance. A decision of the Authority’s Board of Directors shall determine the controls and conditions required for registering those experts. A decision of the Competent Minister shall establish the committee’s composition and operating system.

 

Article 130

The grievance shall be submitted before the committee within fifteen days from the date of notification or knowledge of the challenged decision.

The committee shall hold its sessions at the Authority’s headquarters at least every fifteen days. In the event of a member with expertise excusing themselves, a decision of the Authority’s Chief Executive Officer shall appoint another expert from the relevant register.

The committee may contact interested parties and relevant administrative authorities, and request the submission of clarifications, inquiries, and documents it deems necessary for deciding on the grievance. It may seek assistance from various specializations and expertise within the Authority and other administrative authorities.

The committee shall decide on the grievance within thirty days from the date of completion of hearing the parties and submission of their views. The committee’s decision shall include the reasons relied upon in issuing it. Its decision shall be final and binding on the Authority and competent administrative authorities. The committee’s technical secretariat shall be required to notify interested parties of the committee’s decision by registered letter with acknowledgement of receipt. The passage of the specified period without deciding on the grievance shall be deemed a rejection thereof.

 

Article 131

The committee shall have a technical secretariat formed by a decision of the Competent Minister from a sufficient number of specialized and full-time employees. Secondment to the technical secretariat is permissible.

The technical secretariat shall receive grievances on the form prepared for this purpose, register them in the register designated for this purpose on the date of receipt, and grant the grievant a receipt specifying the registration number and date. It shall in particular have the following:

  1. Preparing the grievance file and presenting it to the committee chairman upon receipt to schedule a session for its examination.
  2. Notifying the grievant of the session for examining the grievance by any of the notification methods set out in Article (7) of these Regulations, sufficiently before the session, to appear before the committee in person or through their legal representative.
  3. Performing the functions of the committee’s secretariat and preparing the minutes of its sessions.
  4. Carrying out all administrative works related to the committee’s work and establishing a database of all grievances submitted before it and the decisions issued thereon.
  5. Notifying the interested party of a certified copy of the committee’s decision on the grievance and the reasons on which it is based.
  6. Any other tasks assigned by the committee.

 

Article 132

The grievance must in particular contain the following data:

  1. The grievant’s name, capacity, and address.
  2. Identification of the challenged decision and the date of its issuance and the date of notification or knowledge thereof.
  3. An explanatory memorandum on the subject of the grievance, setting out the reasons on which it is based.
  4. Supporting documents for the grievance.
  5. The receipt evidencing payment of the committee’s service consideration as determined by the Authority’s Board of Directors.

 

Article 133

The Authority shall be required to provide an electronic register for recording grievances, containing a statement of the date of the grievance, its subject, the challenged decision, the grievant’s name and capacity, the date of the session for examining the grievance and its adjournments. This register shall be linked to the Authority’s official website.

 

— End of Prime Minister’s Decree No. 2310 of 2017 —

Executive Regulations of the Investment Law promulgated by Law No. 72 of 2017

Official Gazette, Issue No. 43 (Bis A), 28 October 2017 | As amended by Decrees No. 910 of 2021, No. 2140 of 2023, No. 1203 of 2024, and No. 2562 of 2024