On August 8, 2023, the General Authority for Investment and Free Zones (“GAFI”) issued Decree No. 270/2023 reducing the number of mandatory documents which investors/companies are required to file with GAFI in connection with certain post-establishment procedures/actions (namely, General Assembly and Board of Directors meetings). The decree aims at accelerating the ratification process of the minutes of general assembly and board meetings and it shall come into force as of August 20, 2023.
To the extent previously required by GAFI, the following documents have now been omitted from the list of required documentation for ratifying general assembly/board/partners’ resolutions:
- Ratification request and the associated information accuracy declaration;
- Nomination letters of new Board members/managers;
- Acceptance of appointment declarations of Board members/managers;
- Resignations of Board members/managers;
- Deed of appointment of the statutory auditors;
- Acceptance of appointment declarations of statutory auditors;
- Proxies/delegation letters for attending the meetings;
- Deed of possession of the premises of the company’s head office and branches (where applicable);
- Resignation/apology letter of the auditor or his/her death certificate;
- Board Resolutions related to the calling of Extraordinary General Assembly meetings to convene (for joint stock companies);
- Partners’ resolutions in the event of amendment of the articles of association of a Partnership; and
- Death certificate, inheritance deed, EGX certificate or auditor’s certificate for assigning the shares/quotas of the deceased shareholder/partner to the heirs.
Noteworthy is that GAFI’s decree does not release companies from the obligation to procure and maintain the aforementioned list of documents to the extent the latter is required under the provisions of the Companies Law and its Executive Regulations and other implementing regulations. For this purpose, the decree requires the inclusion of a declaration by the chairman of the respective general assembly/board meeting that all documents of relevance to the meeting shall be maintained at the Company’s headquarters and are in line with the provisions of the Companies Law and the Company’s articles of association.
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