One-Person Company Egypt 2025 | OPC Legal Setup Guide

The Egyptian legal system has undergone remarkable development in the field of company establishment with the issuance of the One-Person Companies Law No. 4 of 2018 and its Executive Regulations, and Decision No. 16 of 2018. This law was introduced as a measure to encourage investment and facilitate business practices, particularly for individual investors who wish to establish an independent legal entity with legal personality.

One-person companies (OPCs) feature ownership by a single natural or legal person, granting flexibility in managing the project, with a limited legal protection of liability. The Egyptian lawmakers also organized procedures for amending the data of such companies, whether in relation to capital, activity, or conversion to a different legal form. This ensures a balance between the interests of investors and the requirements of oversight and transparency.

In this article, we will review the legal framework for establishing OPCs in Egypt, the procedures required to amend them, and the most important regulations governing this type of form.

A one-person company (OPC) is a company whose capital is fully owned by one person, whether a natural or legal person, in conformity with the company’s purposes. The founder of the company shall not be liable for the company's obligations unless within its allocated share capital. 

If the founder of the company is a public law person, approval shall be obtained from the Prime Minister or the relevant minister. Single-person companies are prohibited from establishing other OPCs.

The legal characteristics of OPCs are as follows:

1. Independent legal personality: An OPC acquires legal personality upon its registration with the commercial register. The founder has the right to enter into contracts and conduct business on behalf of the company.

1. Founder’s Limited Liability: The company owner's liability is limited to the capital value of the company only, without extending to his personal funds.

However, the founder shall be liable for all his funds in the following cases:

- If they maliciously liquidate the company or suspend its activities before the end of its term or the achievement of the purpose for which it was established.

- If they fail to separate their financial liability from that of the company, in violation of the provisions of the law.

- If they act on behalf of the company under incorporation, while such contracts or actions are not necessary for the incorporation of the company.

3. Flexible Management: The company’s founder shall have sole authority to manage the company or appoint a third-party manager and make company decisions without the need to hold general meetings.

4. Simplified incorporation procedures: OPCs feature simplified incorporation procedures compared to other legal entities (such as JSCs), as they are established by an application submitted by the founder or their representative to the GAFI, and the company has an articles of association system with company information.

The basic requirements for establishing OPCs are as follows:

1. Company trade name: The company shall adopt a name derived from its purpose or the name of its founder. Its name shall reflect that it is a one-person limited liability company and shall not be similar to the name of another registered company.

A certificate of non-confusion with the company name is obtained from the Commercial Registry Administration.

2. Purpose: The company's activity, whether commercial, industrial, or service-related, is specified in the company's articles of association, provided that it is legal under Egyptian law, as there are activities that require licenses from the competent authorities, as well as preliminary and final approvals to carry them out.

3. Capital: The company’s minimum capital shall not be less than EGP 50,000, to be deposited in full at a bank licensed to receive subscriptions upon the establishment of the company. A bank certificate of the capital shall be issued and submitted with the incorporation documents. The company's capital shares may not be negotiable. The company may not issue securities, engage in banking, insurance, or savings activities, receive deposits, or invest funds on behalf of others.

4. Founder and owner: The founder may be a natural or legal person and shall be responsible for all matters relating to the company, including amending the company's articles of association, dissolving and liquidating the company, and approving increases in the company's capital. The founder shall also appoint one or more directors for the company and determine their powers.

5. Headquarters: The company shall have an administrative head office to conduct its activities. There shall be a lease or ownership agreement for the company's head office.

6. Registration with the Commercial Registry: the company is registered with the Commercial Registry after the documents are submitted to the GAFI, reviewed, and the incorporation decision is issued. The OPC acquires legal personality from the date of registration with the Commercial Registry.

7- Tax card and social security: After the articles of organization and commercial register have been issued, OPC shall register with the relevant tax office, obtain a tax card, and register for value-added tax if the activity requires it or if the mandatory registration threshold has been reached.

It also undertakes to register with social security and open an insurance file to register the company's employees.

OPCs’ Prohibited Activities:

OPCs are prohibited from:

1. Establishing an OPC.

2. Public subscription, whether upon incorporation or upon capital increase.

3. Dividing the company's capital into negotiable shares.

4. Borrowing by issuing negotiable securities.

5. Engaging in insurance, banking, savings, or deposit-taking activities, or investing funds on behalf of others.

Documents required for establishing OPCs in accordance with the provisions of Law 72 of 2017 and Law 159 of 1981:

1. A certificate of non-confusion of the company’s name, approved by the commercial register.

2. Power of attorney from all the founders and owners, stipulating the establishment of an OPC and the signing of the articles of organization before the notary public, with proof of identity of the founders (passports - national ID cards). In the case of foreigners, a security inquiry about them shall be submitted.

- If the founding owner is a legal entity, the company’s articles of organization and commercial register shall be submitted, and the legal entity may not be an OPC.

- If the founding owner is a public law entity, approval shall be obtained from the Prime Minister or the relevant minister, as applicable.

3. A bank certificate of the deposit of the capital in a bank authorized to receive subscriptions, provided that the capital is not less than EGP fifty thousand and that it is paid in full upon the establishment of the company.

4. Approval of the appointment of an auditor on JSCs and approval of the budgets of trust companies.

5. Registration card of the lawyer who obtains certification of the company’s articles of organization before the Bar Association with at least an appeal degree.

6. Approval of the relevant authorities, if any of the company's purposes require special approval under the law.

Process for an OPC’s articles of organization amendment:

The company's articles shall be amended when necessary, such as amending the company's name, purpose, address, selling the company to a third party, appointing a third-party director, or replacing the company's auditor.

The amendment shall be made pursuant to a resolution of the owner and founder, stating the amendments to be made. The amendment shall be drafted, stamped, and signed by the founder, and supporting documents for the amendment to the company's articles shall be submitted.

The founder's obligations in the event of capital disposition

- The founder of an OPC, in the event they dispose of the capital in whole to another natural or legal person, shall take the required measures to amend the company’s information and commercial registry, within 90 days from the date of disposition, in accordance with the following:

- Notification of the GAFI 15 days before the date of disposition.

- If the disposition is made to a legal person under the public law, and as the approval of the Prime Minister or the competent minister is required, as the case may be.

- The disposition shall not prejudice the company's obligations towards creditors or third parties;

- The commercial register is published within 90 days if the GAFI does not object to the disposal of the entire capital.

- Amendment of the company’s information, including the name of the new owner of the company’s capital, and that they will perform all the existing obligations of the company;

If part of the company's capital is transferred to one or more persons, the company shall take measures to comply with regulatory requirements, in accordance with the legal form chosen by the partners within ninety days from the date of the transfer. However, the GAFI shall be notified in advance, and a commitment is made to complete the regulatory compliance measures within the specified period. Otherwise, the company shall be deemed to be in liquidation.

In all cases, the transaction shall not be effective against third parties until the date of its entry in the commercial register.

In conclusion, it is evident that an OPC is a practical option for an investor who wishes to enter the Egyptian market in a structured and legal manner. It offers the advantage of separating the investor's personal financial liability from that of the company, as well as clear procedures and ease of management.

Furthermore, compliance with the conditions and controls stipulated by law guarantees investors full legal protection and enables them to develop their businesses without formal complications or obligations that exceed their capacity.

Accordingly, OPCs have become an effective legal tool for promoting individual investment, especially in an economic and legislative environment that encourages simplifying procedures and attracting more investment to Egypt.

At Sadany & Partners Law Firm, we are dedicated to providing the most effective legal services to our valued clients.

We are working hard on:

• Guiding our clients on the optimal path and legal means to establishing and managing OPCs, as well as applying sound legal principles.
• Providing full legal support at all stages of establishing and modifying the company, conducting business activities, and obtaining all necessary licenses to conduct your business.
• Providing professional legal services and advice, enabling our clients to make informed decisions.
• We always strive to provide comprehensive legal solutions that keep pace with regulatory and legislative changes, thereby serving the interests of our clients and protecting their rights.