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Am I personally liable for contracts signed on behalf of my company before it is officially registered in Egypt?

Last updated 7/6/20260 viewsProvisional

Under Articles 15 and 16 of Law No. 159 of 1981, founders can be personally liable for pre-registration contracts unless they clearly act in the company's name, though Article 18 allows such contracts to transfer to the company upon registration.

This is a critically important issue for expats setting up a business in Egypt. Under Article 15 of Law No. 159 of 1981, any founder who assumes an obligation on behalf of another party is considered personally liable for that obligation — unless they explicitly name the person on whose behalf they are acting. In other words, if you sign contracts or incur debts during the pre-registration phase without clearly stating you are acting for the company-in-formation, you are personally on the hook.

Article 16 reinforces this by requiring founders to conduct themselves with the care of a responsible person in all dealings related to the company under formation. Founders are jointly liable for any damages caused to third parties or the company itself due to their negligence during this period.

However, there is some relief once the company is registered. Under Article 18, contracts and disposals made by founders in the name of the company-in-formation automatically transfer to the registered company after incorporation — provided they were made in the company's name and are ratified. The practical takeaway: always clearly label pre-registration contracts as being made on behalf of the company-in-formation, and seek legal advice before entering into any significant commitments before your company is officially registered.

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This is general legal information, not legal advice. For advice on your specific situation, consult a lawyer licensed in Egypt.

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