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Merging through Absorption

​Merging through Absorption

​​Merging through Absorption

1. A request addressed to the Head of the Investment Services Sector signed by the BoD chairperson or whomever delegated by the BoD chairperson to carry out the merger proceedings.
2. GAFI Committee valuation report in respect of the net equity of both the merging and the merged companies.
3. The minutes of the extraordinary general meeting (or the minutes of meeting of all partners) of both the merging and the merged companies consenting to the valuation outcome reached by GAFI. The minutes of the extraordinary general meeting of the merging company must include an approval on the amendment of the articles of association related to the merger process (the required documentation in the application of ratification of the minutes of the extraordinary general meetings must be submitted as well).
4. A recent (maximum 3 months old) official copy of the commercial registry of the merging company and the merged companies.
5. In respect of partnerships, a copy of the powers of attorney.
6. A copy of all amendments and decrees issued in respect of both the merging and merged companies.
7. A merger agreement comprising a background on the development of both the merging and the merged companies since the incorporation date until the merger date.
8. The draft amended articles of the merging company comprising the articles to be amended in their original and amended forms.
9. The approval of the Central Bank of Egypt (CBE); this is a mandatory requirement for banks and exchanges.
10. A copy of the applicant's personal ID.
Additional required documents to be submitted in particular cases: (All the aforementioned documents must be submitted together with the following):
11. Change of name: 
A certificate of non-confusion of the company's name to be obtained from the Commercial Register.
12. Change of object: 
If necessary, appropriate bodies approval based on the type of activity of the company (the Approval of the CBE – the Civil Aviation Authority – the Ministry of Tourism…etc).
13. Change of location: The deed of possession of project site subject to the following:
Companies founded in North and South Sinai and Al-Qantara Sharq must fill in and submit the service application form + the documents required to be furnished to Sinai Development Authority.
14. Cash Increase:
In respect of joint stock companies, the following must be submitted: A bank certificate indicating that at least 10% has been paid in the event there is any outstanding cash.
15. A background check on the foreign partners (if any).
16. In the event that any of the company's added objects requires that (prior) special approvals be obtained under the applicable laws, the approvals of the appropriate bodies must be submitted.

Ratification of the minutes of the extraordinary general meetings (in respect of corporations) EGP 800 per each copy
The merger contract and amended articles of association EGP 800 
A certificate of the issuance of capital shares, addressed to the Financial Regulatory Authority ("FRA") EGP 400

2 business days from the day subsequent to the date on which the completed application, for the obtainment of a certificate addressed to FRA to issue merger shares, has been duly received.

2 business days after the receipt of the CEO decision licensing the merger.
E-Portal , ISC

 Via the E-portal

1. Register and create your account and workspace and get the authority to deal with the company on the portal www.gafi.gov.eg, then choose the service and provide the required documents, and we will review them.
2. Pay fees using credit cards, and sign documents electronically.
3. We will send all the modification documents to your workspace on the portal.

Via ISC

1. Select the service, take a number from the queue machine , and the documents will be reviewed.
2. Go to the relevant window at the General Department for Legal Affairs of Companies (Amendments Department) to have the relevant application technically reviewed, and then pay the service fees in cash at the cash desk.
3. Visit GAFI (after the receipt of the approval of FRA on the issuance of the merger shares) to receive the two minutes of the extraordinary general meeting, the merger contract, the amended articles, and the decision of the CEO licensing the merger, approved by GAFI. Then head to the Egyptian Bar Association to have the contract and the articles endorsed; then to the Real Estate Registration and Notarization Department to have them notarized, and then to the Commercial Register to have them entered into the commercial registry of the company.

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