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Egyptian Board Member Conflict of Interest Rules?

Last updated 7/6/20260 viewsProvisional

Egyptian law prohibits board members from conflicts of interest, loans, competing transactions, and exchange contracts without general assembly approval. Violations are void.

The law sets strict restrictions to protect the company from conflicts of interest:

Conflict-of-interest disclosure: any board member or manager with an interest conflicting with the company's in a matter put to the board must inform the board, have it recorded in the minutes, refrain from voting on that resolution, and the board must report it to the first general assembly (art. 97).

Loan ban: the company may not grant a cash loan of any kind to any of its board members, nor guarantee a loan one of them contracts with a third party; credit companies are exempted under conditions, and any contract made in violation is void (art. 96).

Competition and own-account dealing: without special authorization from the general assembly, a board member or manager may not trade for their own account or another's in a branch of the company's activity; otherwise the company may claim compensation or treat those transactions as conducted on its own behalf (art. 98).

Exchange contracts: a founder during the five years following establishment, and any member at any time, may not be a party to an exchange contract put to the board for approval except with the general assembly's prior authorization; any conflicting contract is void (art. 99).

Also, a member must not have been convicted of certain crimes such as theft, fraud, breach of trust, or forgery (art. 89).

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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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