Ordinary and extraordinary general meetings of Egyptian companies

Executive summary

• The ordinary general meeting (OGM) must meet at least once a year, within the three months following the end of the financial year (article 61 — six months before the 2018 amendment). It approves the financial statements and the board's report, approves distributions, elects the board and appoints the auditor (article 63 of the law, and article 216 of the regulations).
• Its quorum is a quarter of capital at the first meeting, and any attendance is valid at the second; resolutions pass by an absolute majority of the shares represented (article 67).
• The extraordinary general meeting (EGM) amends the company's statute and decides on extending or shortening its term, early dissolution or a merger; its quorum is half of capital, then a quarter, and its majority is two-thirds of the shares represented, or three-quarters for an increase in authorised capital, a reduction of capital, early dissolution, a change of purpose, a merger or a division (articles 68 and 70).
• Companies whose shares are registered with the central depository system may offer remote electronic voting during the five working days before the meeting (article 73, and article 240 bis of the regulations).
• A copy of every meeting's minutes goes to the General Authority for Investment and Free Zones (GAFI) within a month of the meeting; GAFI certifies OGM minutes within 24 hours for EGP 405 a copy, according to its 2026 guide.
• In a limited liability company (LLC), the regulations give the partners' assembly six months from the financial year-end, while the law applies the joint-stock rules on financial statements, so meeting within three months satisfies both texts; its resolutions pass by a majority of votes, except a contract amendment or an increase or reduction of capital, which needs a majority in number of the partners holding three-quarters of capital.

The ordinary general meeting's powers

In a joint-stock company, the OGM elects and removes board members, oversees the board's work and considers discharging it from liability, approves the financial statements and the board's report on the company's activity, approves the distribution of profits, and decides anything the board, GAFI or shareholders holding 5% of capital put before it ("with due regard to this law, the ordinary general meeting has competence over the following" — article 63). The executive regulations add to its annual agenda the auditor's report, the auditor's appointment, the financial year covered and the fee, and board members' remuneration and allowances (article 216).

Timing and notice

The chairman calls the OGM within those three months, and the board must call it if the auditor or shareholders holding 5% of capital request it, having deposited their shares. If the board fails to make a required call and a month passes, the auditor or GAFI may call the meeting (articles 61 and 62). Notice is published twice in two daily papers, at least one in Arabic, at least five days apart, at least 21 days before the first meeting and seven days before the second if the quorum was not met (article 203 of the regulations); a company that has not offered its shares to the public may instead notify shareholders by registered post.

The extraordinary general meeting

The EGM amends the company's statute without increasing shareholders' obligations, and decides on extending or shortening the company's term, early dissolution or a merger; the original purpose may only change for reasons GAFI approves (article 68). If losses reach half of shareholders' equity on the last annual financial statements, the board must call the EGM to consider dissolving the company or continuing it (article 69). The board calls the EGM, and must do so if shareholders holding at least 10% of capital request it and deposit their shares; if it does not act within a month of the request, they may apply to GAFI, which then issues the call (article 70(a)).

Quorum and majority

(Articles 67 and 70 of the law; articles 225 and 229 of the regulations.) In both meetings, the second sitting is held within the thirty days following the first.

Voting, electronic voting and the minutes

The statute sets the method of voting, and it must be by secret ballot where the resolution concerns electing or removing board members or bringing a liability suit against them, or if the chairman or shareholders holding a tenth of the votes present ask for it; the statute may adopt cumulative voting for board elections, and board members may not vote on their own remuneration or discharge (articles 73 and 74). Electronic voting rests on a paragraph Law 4 of 2018 added to article 73: "companies whose shares are registered with the central depository system may use whatever electronic systems they see fit to present ordinary or extraordinary general meeting agenda items and put them to a remote vote by the shareholders entitled to participate and vote". The regulations set the conditions: voting during the five working days before the meeting, the shareholder remaining on the ownership list up to the meeting date, and no double voting; a shareholder who voted remotely may still attend and vote again, cancelling the earlier vote (article 240 bis).

Minutes of every meeting record a summary of the discussion, the attendance quorum and the resolutions, in a book with numbered pages stamped by the Real Estate Publicity and Notarisation Department, and a copy goes to GAFI within one month at most of the meeting date (article 75). GAFI certifies OGM minutes on an application with the signed minutes, a commercial registry extract no more than three months old, and proof that notice went out 21 days before the meeting, not counting the day of sending or the day of the meeting; its 2026 Investor Services Centre guide sets the fee at EGP 405 a copy and the service time at 24 hours.

The LLC partners' assembly

The managers prepare the inventory, the financial statements and an activity report, and the partners' assembly must meet within six months at most of the financial year-end to consider them, after notifying partners of them and of the auditor's report at least fifteen days beforehand (article 284 of the regulations). That is the regulations' period; article 128 of the law, as replaced by Law No. 4 of 2018, applies to the LLC the joint-stock company provisions on financial statements, and article 284 has not been amended to match, so meeting within three months satisfies both texts. Partners holding a quarter of capital may call the assembly, which is validly held only if partners representing half of capital attend, unless the contract sets a higher quorum; each quota carries one vote whatever the contract says, and an absent partner may vote in writing; resolutions pass by a majority of votes unless the law or the contract provides otherwise (article 126). The contract may be amended, and capital increased or reduced, only with a majority in number of the partners holding three-quarters of capital (article 127). The managers may be removed by a majority in number of the partners holding three-quarters of the capital represented at the extraordinary meeting that considers the removal, and the ordinary assembly, on reviewing the annual financial statements, may renew their term or not (article 120).

What this requires

• Put the meeting date in the compliance calendar: three months from the financial year-end for a joint-stock company, and three months for an LLC partners' assembly too, to be safe, although the regulations allow six.
• Publish or send the notice at least 21 days before the first meeting and seven before the second, and keep proof of it for the later application to certify the minutes.
• Confirm which meeting applies before checking quorum and majority: an EGM's second meeting still needs a quarter of capital, unlike an OGM's, and the resolutions listed in article 70(c) need three-quarters of the shares represented, not two-thirds.
• Assess offering remote electronic voting to shareholders of companies whose shares are registered with the central depository system, and build the five-working-day window into the timetable.
• Keep the attendance and minutes books properly numbered and stamped, and send GAFI a copy of the minutes within the month.

The firm's Corporate Legal Department prepares meeting notices and minutes, checks quorum and majority before a meeting is held, and follows up their certification with GAFI.

Mahmoud Nassef — Chartered Accountant (Egyptian Register), Founder Partner

Member, Egyptian Society of Accountants & Auditors
Member, Egyptian Tax Society
Member, Egyptian Society for Public Finance and Taxation

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Disclaimer: This bulletin is prepared for general information on the legislation in force at the date of its publication. It does not constitute a professional opinion or tax or legal advice on any particular matter, and it should not be relied upon in place of advice based on an examination of the circumstances of each case. Nassef & Partners International accepts no responsibility for any action taken, or refrained from, in reliance on its contents. The positions stated remain subject to subsequent legislation and decisions.