Registering and Striking Off a Foreign Representative Office in Egypt

Executive summary

• A representative office may be established only once it is entered in a special register kept by the General Authority for Investment and Free Zones (GAFI) (Companies Law 159 of 1981, article 173, and article 5 of its promulgating law; executive regulations, article 316).
• GAFI's guide requires the parent company's documents legalised and translated, a lease with a registered date, and a bank certificate showing a balance of at least the equivalent of EGP 5,000 in foreign currency transferred from abroad.
• The registration fee is EGP 1,000, refunded if the office is not approved, plus EGP 2,000 for each registration certificate.
• The parent company undertakes to decide within three years of registration to incorporate a company in Egypt, open a branch or have the office struck off (GAFI's guide).
• The office may carry on no activity other than one relating to market and production research that it is licensed for, and must notify the General Department of Companies each year of its staff and the work it has done (regulations, articles 319 and 321).
• Offices of foreign companies in insurance, reinsurance or related activities are licensed by the Financial Regulatory Authority (FRA) under its Decree 321 of 2025.

The difference between a representative office and a branch is covered in Branch or Representative Office in Egypt; this guide deals with setting up and registering the office.

The register and the applicant

Article 173 of the Companies Law allows foreign companies to establish "representative, liaison or service offices, or technical or scientific offices and the like", and provides that "a special register for entering these offices shall be established at the competent administrative authority". That authority is GAFI (article 5 of the promulgating law, as replaced by Law 4 of 2018). No such office may be established "until it is entered in the register prepared for that purpose at the General Department of Companies" (regulations, article 316).

The applicant is the foreign company itself, acting on a resolution of its board to open the office and appoint its manager, and the application is filed by an agent holding a legalised power of attorney. It must state the company's name, nationality, objects, capital and head office, whether it has a branch in Egypt, the type of office and its purpose specifically, and the office's permanent or temporary address (regulations, article 317). It is addressed to the head of GAFI's Investment Services Sector (GAFI Investor Services Centre guide, 2026).

Documents, bank certificate and fees

Article 317 requires the company's memorandum and articles, certified; a translation of their summary; the decision to open the office; the name of the office manager or temporary agent; and the registration fee. GAFI's guide adds:

• legalisation of the memorandum, articles and board resolution by the Egyptian embassy or consulate abroad and by the authentication office of the Egyptian Ministry of Foreign Affairs, with an Arabic translation of the summary of the memorandum and articles and of the resolution;
• the manager's details, with a copy of the passport for a foreign manager or of the identity document for an Egyptian one;
• proof that the security inquiry forms on the foreign company and the office manager have been submitted, or that the bodies concerned have approved;
• the lease of the premises, with its date registered at the Real Estate Publicity Office;
• a bank certificate addressed to the Investment Services Sector showing a minimum balance equivalent to EGP 5,000 in foreign currency transferred from abroad.

Article 173 caps registration fees at EGP 1,000, which is the amount in article 317 as GAFI publishes it. The registration certificate is handed to the office's agent once the security approval and the bank certificate have been received.

The parent company's undertakings

The guide requires:

"an undertaking and declaration by the parent company to take a decision to incorporate a company in Egypt, open a branch, or strike off the office within three years of the date of the office's registration".

The undertaking is legalised by the Egyptian embassy or consulate abroad and by the Egyptian Ministry of Foreign Affairs. The guide returns to the same period for later certificates: the office undertakes to submit proof that the parent company has decided to incorporate a company in Egypt or open a branch within three years of the office's registration.

The guide's registration service carries two further undertakings: the office is struck off GAFI's records if the security inquiry on the foreign company comes back unfavourable, with all dues to the government bodies concerned settled, and the manager is replaced if the inquiry on the manager comes back unfavourable.

After registration: annual notice, certificates and amendments

Offices must notify the General Department of Companies each year of "the names of their staff, their positions, nationalities and salaries, their total wages, the Egyptians' share of wages and the work the offices have carried out" (regulations, article 321).

For every later request for a certificate, the guide asks for information of the same kind: a recent statement of staff, their wages and the Egyptians' share of wages, certified by the manager; a summary of the work the office has done, with a certified translation, and proof that it was sent to the parent company; a timetable of the studies completed and those outstanding; the parent company's decisions on its office's work during the year; and a copy of the latest registration certificate.

A change of the office's address or manager, or of the parent company's name, is a separate service. It requires the document recording the change, legalised and translated where it comes from the parent company; a registered-date title to the new premises for a change of address; and a security inquiry on the new manager or the new name. The staff statement, the work sent to the parent company and the timetable of studies are filed as well.

What the office may do

Under article 173 the office's purpose is "limited to studying markets and production possibilities, without carrying on any commercial activity, including the activity of commercial agents". The regulations add a second condition:

"The said offices may not carry on any activity other than that relating to the study of markets and production possibilities and which they are licensed to carry on" (regulations, article 319).

A permitted activity therefore has to relate to market and production research and fall within what the office is licensed for, which is why the purpose in the application should be drafted with care. An office that carries on an activity contrary to its purpose is struck off the register, and it may also be struck off for breaching the laws of the country or submitting incorrect information (article 319). The General Department of Companies may inspect offices and examine their books and documents to confirm that they comply with the law and the regulations "and do not go beyond what they are authorised to do" (article 320).

The office should therefore keep a file on each study and proof that it was sent to the parent company: these are asked for with certificate requests, and the office's documents are open to inspection. Any sale, or any act of a commercial agent, falls outside article 173; its tax consequence is covered in Permanent establishment in Egypt. GAFI also issues a recommendation for a work permit for a foreign office manager or market-research expert, at EGP 1,500 per worker; the permit itself is covered in Foreign work permits in Egypt.

Offices of foreign insurance and reinsurance companies

Foreign companies in insurance, reinsurance or related activities and services have a licensing regime of their own, set by FRA Board Decree 321 of 2025, published in Al-Waqa'i Al-Misriya No. 29 on 5 February 2026 and in force from the day after publication:

• Conditions: the company is supervised by a counterpart of the FRA and that body approves the office; the company undertakes that the office will be limited to studying the insurance market, public relations and communications, acting as a link with the head office, and helping to resolve problems and providing facilities for local market companies, and that it will not carry on any insurance, reinsurance or related activity. The company may not entrust this role to anyone other than the office (article 2).
• Application on the FRA's form, attaching among other things the last two years' financial statements with the auditor's report, evidence of at least five years' experience in the field for the office manager, a business plan and a registration fee of USD 5,000 or its equivalent (article 3); the FRA decides within thirty days at most of a complete application (article 4).
• Annual renewal, applied for two months before the registration expires, with an annual report on the office's activity, for a fee of USD 1,000 (article 6).
• Notice to the FRA within ten days of changes in the company or the office, and two months before activity stops (article 7).

Striking off and moving to a branch or company

An office that carries on an activity contrary to its purpose is struck off the register, and it may be struck off for breaching the laws of the country or submitting incorrect information (regulations, article 319). Striking off at the parent company's request is a service in GAFI's guide, which requires:

• a request to the head of the Investment Services Sector, signed by an authorised signatory and stamped with the office's seal, and the applicant's power of attorney to complete all strike-off procedures;
• a copy of the latest registration certificate, and a strike-off declaration signed by an authorised signatory;
• the parent company's board resolution or declaration to strike off the office or end its activity in Egypt, legalised by the Egyptian embassy in the parent company's country and by the Ministry of Foreign Affairs, and translated by an approved office;
• proof that the state's dues for salary tax and social insurance have been paid;
• the receipt for the strike-off certificate fee: EGP 2,000 per certificate, with a service time of two working days.

Registering a branch and incorporating a company each follow their own procedure, covered in Branch or Representative Office in Egypt and Company incorporation through GAFI. An insurance or reinsurance company's office notifies the FRA two months before it stops activity, and is struck off by decision of the FRA Board at the company's request, for a violation not remedied after a thirty-day warning, or for failure to renew its registration (Decree 321, articles 7 and 9).

What this requires

• Passing the parent company's board resolution to open the office and appoint its manager, the three-year undertaking and the power of attorney, then having them legalised and translated.
• Drafting the office's purpose precisely, since it defines the licensed activity.
• Registering the date of the lease and transferring at least the equivalent of EGP 5,000 in foreign currency from abroad for the bank certificate.
• Submitting the security inquiry forms and the application to the Investment Services Sector, and paying EGP 1,000 for registration and EGP 2,000 for each certificate.
• Keeping a file of the studies, what was sent to the parent company and its decisions, and a current staff and wages statement, for the annual notice and for certificate requests.
• Tracking the end of the three-year period and having the parent company decide before it.
• For insurance and reinsurance companies: approval from their supervisor, an application to the FRA, and renewal two months before the registration expires.
• Before applying to strike off: paying salary tax and social insurance for the office's staff and obtaining proof of payment.
• The parent company's resolution to strike off or end activity, legalised and translated, then the strike-off application and certificate at the Investment Services Sector.

The firm's Corporate Legal Department prepares the registration file for a representative office and follows it through GAFI to the registration certificate, then handles later certificate requests, changes to the office's details and striking off.

Mahmoud Nassef, Founder Partner
Chartered Accountant, Ministry of Finance, Egypt

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.