A practical roadmap for acquiring an Egyptian private company, from structuring and due diligence to regulatory approvals, the share purchase agreement and completion.
Acquiring a private company in Egypt follows a familiar international pattern, but local approvals, corporate formalities and regulatory rules shape the timetable and the documents. This roadmap sets out the main stages.
1. Structure the deal
- Share deal or asset deal. Most acquisitions are share deals, which transfer the company with its licences, contracts and liabilities. An asset deal lets the buyer pick assets and leave liabilities behind, but each asset, contract and licence must be transferred separately.
- Type of target. The steps for transferring ownership differ between a limited liability company and a joint stock company, so confirm the target's legal form early.
- Acquiring entity. Decide whether to buy directly or through a holding company, taking tax and future exit plans into account.
2. Due diligence
A focused due diligence exercise should cover:
- Corporate: title to the shares, the articles of association, commercial register extracts, general assembly and board records, and any shareholder agreements.
- Regulatory: licences and permits, and compliance with filings such as quarterly FDI reporting.
- Contracts: key customers and suppliers, change of control clauses, exclusivity and financing documents.
- Employment: contracts, social insurance and compliance with the new Labour Law.
- Real estate, IP, disputes, tax and data protection.
Findings feed into the price, specific indemnities and conditions to completion.
3. Regulatory approvals
- Merger control. Transactions that meet the thresholds must be approved by the Egyptian Competition Authority before completion.
- Sector regulators. Acquisitions of banks, non-banking financial companies, insurers and telecoms businesses, among others, require regulatory approval. For non-banking financial companies, the Financial Regulatory Authority must be notified before signing.
- Sector restrictions. Check any restrictions on foreign ownership of the target's activity or land.
4. The transaction documents
The share purchase agreement usually covers:
- the price and price adjustment mechanism (completion accounts or a locked box);
- conditions to completion, including regulatory approvals;
- conduct of business between signing and completion;
- warranties, specific indemnities, limitations on claims and any escrow or retention;
- restrictive covenants on the seller;
- governing law and dispute resolution, often arbitration.
Where the seller remains a shareholder, a shareholders' agreement will also be needed.
5. Completion
Completion involves transferring the shares in the manner required for the company's legal form, registering the change with the relevant authorities and the commercial register, appointing the buyer's board or managers, paying the price and handling any regulatory notifications.
6. After completion
Update bank mandates and signatories, notify counterparties where required, integrate compliance processes and, where the buyer is foreign, start quarterly FDI reporting.
How we can help
We advise buyers, sellers and investors on acquisitions in Egypt, from structuring and due diligence to regulatory approvals, negotiation and completion. Contact us to discuss your transaction.
This briefing reflects the position as at November 2026. This briefing is not tax advice.
This briefing is for general information only and is not legal advice. For advice on your situation, contact us.