Code de commerce égyptien (Loi n° 17 de 1999)

المادة إصدار-1

The Commercial Law promulgated by Khedivial Decree dated 13 November 1883 shall be repealed, except for Chapter One of Book Two thereof relating to Partnerships, and shall be replaced by the attached Law. Article (337) of the Penal Code shall also be repealed as of 1 October 2005, and any provision contrary to the provisions of the attached Law shall likewise be repealed.

المادة إصدار-2

The competent ministers shall issue the ministerial decrees necessary for the implementation of this Law, each within the scope of his respective competence.

المادة إصدار-3

This Law shall be published in the Official Gazette and shall come into force as of 1 October 1999, except for the provisions relating to cheques, which shall come into force as of 1 October 2005. Cheques issued prior to this date shall remain subject to the legal provisions in force on the date of their issuance, provided that the cheque bears a fixed date or that its date has been established prior to 1 October 2006. Notwithstanding the foregoing, the provisions of Articles (535) and (536) of the aforementioned Commercial Law shall apply as of the effective date of this Law. The date of the cheque referred to above may be established, free of charge, at one of the notarization offices of the Real Estate Registration Authority, by recording it in special registers maintained by a bank, or by any other method provided for under Article (15) of the Law of Evidence in Civil and Commercial Matters. Commercial Law Part One: Commercial in General: General Provisions

المادة 1

The provisions of this Law shall apply to commercial acts and to every natural or juristic person who is established to have the status of a merchant.

المادة 2

Commercial matters shall be governed by the agreement of the contracting parties. In the absence of such agreement, the provisions of this Law or other laws relating to commercial matters shall apply, followed by the rules of commercial custom and usage. In the absence of any commercial custom or usage, the provisions of the Civil Code shall apply. Agreements between contracting parties, or rules of commercial custom or usage, may not be applied where they conflict with public order in Egypt.

المادة 3

Where a contract is commercial with respect to one of its parties, the provisions of commercial law shall apply only to the obligations of that party. The obligations of the other party shall be governed by the provisions of civil law, unless otherwise provided by law. Part One: Commerce in General Chapter One: Commercial Acts

المادة 4

The following shall be deemed commercial acts: • The purchase of movable property of any kind for the purpose of resale or lease, whether in its original form or after being transformed into another form, as well as the sale or lease of such movable property. • The leasing of movable property for the purpose of subleasing it, as well as the leasing of such movable property. • The incorporation of commercial companies.

المادة 5

The following activities shall be deemed commercial acts if carried out on a professional basis: • The supply of goods and services. • Manufacturing and industrial activities. • Land transport and inland water transport. • Commercial agency and brokerage, regardless of the nature of the transactions carried out by the broker. • Insurance operations of all kinds. • Banking and exchange operations. • Warehousing of goods, means of transport, agricultural crops, and the like. • The activities of houses and offices operating in the fields of publishing, printing, photography, typing, and similar activities, as well as translation, broadcasting, television, journalism, news transmission, postal services, telecommunications, and advertising. • The commercial exploitation of computer software and satellite broadcasting via artificial satellites. • Extractive operations relating to natural resources such as mines, quarries, oil and gas wells, and the like. • Poultry and livestock breeding projects and similar activities for the purpose of sale. • Contracting works for the construction, restoration, modification, demolition, or painting of buildings, as well as public works contracting. • The construction, purchase, or lease of real estate for the purpose of selling or leasing it, whether in whole or in part, as apartments, rooms, or administrative or commercial units, whether furnished or unfurnished. • The activities of tourism offices, export and import offices, customs clearance offices, employment offices, and public auction houses. • The activities of hotels, restaurants, cafés, theatrical performances, cinema, circuses, and other public entertainment establishments. • (‘Ayn) The distribution of water, gas, electricity, and other sources of energy.

المادة 6

Any act relating to commercial navigation, whether maritime or aerial, shall also be deemed a commercial act, in particular the following: • The construction, repair, and maintenance of ships or aircraft. • The purchase, sale, lease, or chartering of ships or aircraft. • The purchase of equipment or supplies for provisioning ships or aircraft. • Maritime transport and air transport. • Loading and unloading operations. • The employment of seamen, pilots, or other workers on ships or aircraft.

المادة 7

Any act that may be analogized to the acts mentioned in the preceding articles due to similarity in characteristics and objectives shall be deemed a commercial act.

المادة 8

Acts carried out by a trader for matters related to his trade shall be deemed commercial acts. Every act carried out by a trader shall be presumed to be related to his trade unless proven otherwise.

المادة 9

The sale by a farmer of the products of the land he cultivates shall not be deemed a commercial act, whether he owns the land or merely has the right to benefit from it. Part One: Commerce in General Chapter Two: The Trader

المادة 10

A trader shall be: Any person who professionally engages, in his own name and for his own account, in a commercial act. Any company that adopts one of the forms stipulated in the laws governing companies, regardless of the purpose for which the company was established.

المادة 11

Any Egyptian or foreign national shall be legally competent to engage in trade if: • He has reached the age of twenty-one full years, even if the law of the state of his nationality considers him a minor at that age. • He has reached the age of eighteen, in accordance with the conditions prescribed by the law of the state of his nationality, after obtaining authorization from the competent Egyptian court. Any person under the age of eighteen may not engage in trade in Egypt, even if the law of the state of his nationality considers him of full capacity at that age or permits him to engage in trade. A minor authorized to engage in trade shall have full legal capacity to carry out all legal acts required by his trade.

المادة 12

If a minor or an interdicted person has property invested in a commercial business, the court may order the withdrawal of such property from the business or the continuation thereof, in accordance with what best serves his interest. If the court orders the continuation of the business, it shall grant the legal representative of the minor or the interdicted person an authorization, whether absolute or restricted, to carry out the transactions required by the business. If serious reasons arise giving rise to fear of mismanagement by the authorized representative continuing the business of the minor or the interdicted person, the court may revoke or restrict the authorization, without prejudice to the rights acquired by third parties acting in good faith. Any order issued by the court concerning the continuation of the business of the minor or the interdicted person, the revocation or restriction of authorization, or the liquidation of the business shall be recorded in the Commercial Register and published in the Official Gazette of the Register.

المادة 13

If the court orders the continuation of the business of the minor or the interdicted person, liability shall be limited to the extent of the assets invested in that business. Bankruptcy may be declared, provided that such bankruptcy shall not extend to assets not invested in the business. In such case, bankruptcy shall have no effect on the person of the minor or the interdicted person.

المادة 14

The legal capacity of a married woman to engage in trade shall be governed by the law of the state of her nationality. A foreign married woman who professionally engages in trade shall be presumed to do so with the consent of her husband. If the applicable law permits the husband to object to his wife’s engagement in trade or to withdraw a previously granted consent, such objection or withdrawal shall be recorded in the Commercial Register and published in the Official Gazette of the Register, and shall have effect only from the date of completion of such publication. An objection or withdrawal of consent shall not affect rights acquired by third parties acting in good faith.

المادة 15

A foreign married woman trader shall be presumed to have married under a regime of separation of property, unless the matrimonial property agreement between the spouses provides otherwise. A matrimonial property agreement between spouses may not be invoked against third parties unless it is made public by registration in the Commercial Register and publication of a summary thereof in the Official Gazette of the Register. In the event of failure to publicize the matrimonial property agreement, third parties may prove that the marriage was concluded under a financial regime more favorable to their interests than the regime of separation of property. A judgment rendered outside Egypt providing for the separation of property between spouses may not be invoked against third parties except from the date of its registration in the Commercial Register and publication of a summary thereof in the Official Gazette of the Register.

المادة 16

The provisions of commercial law shall not apply to small craftsmen. A small craftsman is any person who engages in a craft requiring minimal expenses in order to obtain income sufficient to secure his daily livelihood.

المادة 17

If any person prohibited from engaging in trade under laws, regulations, or special rules engages in trade, he shall be deemed a trader and the provisions of commercial law shall apply to him.

المادة 18

The status of trader shall be established for any person who professionally engages in trade under an assumed name or by concealing himself behind another person, in addition to being established for the apparent person.

المادة 19

The status of trader shall be presumed for any person who assumes such status by announcing it through newspapers, publications, radio, television, or any other means. This presumption may be rebutted by proving that the person who assumed such status did not actually engage in trade.

المادة 20

The status of trader shall not be established for the State or other public legal persons. Nevertheless, the provisions of this Law shall apply to the commercial activities they undertake, except where expressly excluded by a special provision. Part One: Commerce in General Chapter Three: Commercial Books and Records

المادة 21

Every trader whose capital invested in trade exceeds twenty thousand pounds shall keep the accounting books required by the nature and importance of his business, in particular the daily journal and inventory book, in a manner that clearly shows his financial position, his rights, and his commercial liabilities.

المادة 22

All commercial transactions carried out by the trader, as well as his personal withdrawals, shall be recorded in the daily journal on a day-by-day basis in detail. Personal withdrawals may, however, be recorded in aggregate on a monthly basis. The trader may use subsidiary journals to record details of various types of commercial transactions. In such case, it shall suffice to record a summarized entry of these transactions in the daily journal at regular intervals. If this procedure is not followed, each subsidiary journal shall be deemed a principal book.

المادة 23

The inventory book shall record detailed particulars of the goods in the trader’s possession at the end of his financial year, or a summarized statement thereof if the details are contained in separate books or lists. In such case, those books or lists shall be considered an integral supplement to the principal inventory book. A copy of the annual balance sheet and the profit and loss account shall be recorded in the inventory book.

المادة 24

The trader shall retain copies of correspondence, telegrams, and other documents that he sends or receives in matters relating to his trade. Such records shall be kept in an orderly manner that facilitates review.

المادة 25

Commercial books shall be free from any blanks, erasures, deletions, alterations, or writings in the margins or between the lines. Prior to the use of the Journal and Inventory Books, their pages shall be numbered and each page shall be signed by the Commercial Registry Office and stamped with its official seal, indicating the total number of pages of the book. At the end of each financial year, the trader shall submit the Journal and Inventory Books to the Commercial Registry Office for certification of the number of pages used during the year. Upon exhaustion of the pages of a book, the trader shall submit it to the Commercial Registry Office to endorse that its pages have been completed. In the event of cessation of the commercial activity, the trader or his heirs shall submit the Journal and Inventory Books to the Commercial Registry Office for endorsement confirming their closure. By a decision of the competent Minister, special rules may be established for regulating the commercial books used by banks or companies designated by such decision.

المادة 26

The trader or his heirs shall retain the commercial books and supporting documents for the entries recorded therein for a period of five years, commencing from the date of endorsement indicating the completion or closure of the book. They shall also retain copies of correspondence, telegrams, and similar documents for a period of five years from the date of sending or receipt thereof. They may, for the same period, retain microfilm copies instead of the originals. Such copies shall have the same evidentiary value as the originals, provided that the rules and standards for their preparation, preservation, and retrieval, as issued by a decision of the Minister of Justice, are complied with.

المادة 27

Entries recorded in the commercial books by the trader’s authorized employees shall be deemed equivalent to those recorded by the trader himself and shall be presumed to have been made with his knowledge, unless evidence to the contrary is established.

المادة 28

The court may, upon the request of a litigant or on its own initiative, order the trader to submit his commercial books for the purpose of extracting matters relevant to the dispute before it. The court may examine the books itself or through an expert appointed for that purpose. The court may not order the trader to allow his opponent to inspect his commercial books except in disputes relating to estates, jointly owned property, or companies. In cases of bankruptcy or preventive composition, the commercial books shall be delivered to the court, the bankruptcy trustee, or the composition supervisor. If the trader, without an acceptable excuse, refuses to submit his commercial books for inspection, the court may consider such refusal as presumptive evidence of the validity of the facts sought to be proven by the books.

المادة 29

Any violation of the provisions set forth in this Chapter or of the decisions issued in implementation thereof shall be punishable by a fine of not less than one hundred pounds and not more than one thousand pounds. Part One: Commerce in General Chapter Four: The Commercial Register

المادة 30

A commercial register shall be established at the competent administrative authority, in which the names of traders, whether individuals or companies, shall be recorded. The laws and decisions governing the determination of persons subject to the obligation of registration in the commercial register, the registration deadlines, the data required to be registered, the deletion of registration, and the penalties prescribed for violating these provisions shall apply.

المادة 31

Every person registered in the commercial register shall indicate, on the façade of his place of business and on all correspondence and printed materials relating to his trade, his trade name, the Commercial Registry Office in which he is registered, and his registration number.

المادة 32

Any person may obtain from the Commercial Registry Office an official extract from the registration page. In the absence of registration, the office shall issue a negative certificate. The extract from the registration page shall not include: • Judgments declaring bankruptcy where rehabilitation has been granted. • Judgments imposing legal interdiction where such interdiction has been lifted.

المادة 33

The data recorded in the commercial register shall be binding upon third parties as from the date of their registration, unless the law provides otherwise. No data required to be registered in the commercial register may be invoked against third parties unless such data has been registered, except where it is proven that the third party had knowledge of its content. A trader may not invoke his failure to register in the commercial register in order to evade the obligations imposed upon him by law or those arising from his transactions with third parties in his capacity as a trader. Part One: Commerce in General Chapter Five: The Commercial Establishment

المادة 34

A commercial establishment is a collection of movable assets allocated for the conduct of a specific commercial activity and must include the element of customer connection and commercial goodwill. A commercial establishment may include other intangible elements such as the trade name, commercial reputation, trademarks, patents, industrial designs and models, leasehold rights, literary and artistic property rights, know-how, exploitation licenses, and industrial licenses. A commercial establishment may also include goods, furniture, machinery, equipment, tools, and other items necessary for the operation of the commercial premises.

المادة 35

If the contracting parties do not specify the elements comprising the commercial establishment that is the subject of the contract, the establishment shall be deemed to include— in addition to customer connection and commercial goodwill—every tangible or intangible element necessary for the operation of the establishment in the manner intended by the contracting parties.

المادة 36

Where the trader owns the real property in which the commercial activity is conducted, such property shall not constitute an element of his commercial establishment.

المادة 37

Any disposition whose subject is the transfer of ownership of a commercial establishment, the creation of a real right therein, or the lease of its exploitation shall be made in writing; otherwise, it shall be null and void. The disposition of the commercial establishment and the contract for leasing its exploitation shall be recorded in a special register regulated by a decision of the competent Minister and maintained at the Commercial Registry Office. The disposition of the commercial establishment and the lease of its exploitation shall be made public through registration in the commercial register. Such publication shall include the following particulars: • The names, addresses, and nationalities of the contracting parties; • The date and type of the contract; • The activity of the commercial establishment, its address, and the elements agreed to be included in the contract; • The price and the amount paid upon sale, or the agreed rental value, and the method of payment of the remaining price or rent; • Agreements relating to contracts and undertakings connected with the commercial establishment; • Agreements concerning the seller’s retention of the right of rescission or the right of privilege.

المادة 38

Ownership of the commercial establishment shall not pass between the contracting parties or vis-à-vis third parties except from the date of registration of the disposition in the special register and publication of its summary in the Commercial Registry Gazette. If the commercial establishment includes elements subject to a special system of publication or registration, the publication of the disposition of the establishment in the Commercial Registry Gazette shall not replace such special publication or registration unless the law provides otherwise.

المادة 39

The person to whom ownership of the commercial establishment is transferred shall not replace the transferor in the rights and obligations arising from contracts connected with the establishment unless otherwise agreed.

المادة 40

The transferor’s estate shall remain liable for debts connected with the commercial establishment that arose prior to the publication of the disposition, unless the creditors discharge him therefrom.

المادة 41

By way of exception to the provisions set forth in the Bankruptcy Chapter, a seller of a commercial establishment who has not received the full purchase price may assert against the body of creditors in the purchaser’s bankruptcy his right of rescission and recovery of the establishment, or his right of privilege, provided that he has reserved such right in the contract of sale and expressly stated it in the published summary. Rescission or privilege shall apply only to the elements included therein.

المادة 42

A person who disposes of a commercial establishment by transferring its ownership or leasing its exploitation may not engage in an activity similar to that of the establishment in a manner that causes harm to the transferee or lessee, unless otherwise agreed. This prohibition shall apply for a period of ten years from the date of publication of the disposition, unless a shorter period is agreed upon.

المادة 43

Subject to the provisions of this Chapter, the laws and decisions governing the sale, mortgage, and lease of exploitation of commercial establishments shall apply. The laws and decisions governing trade names, commercial indications, trademarks, industrial designs and models, patents, and other elements of industrial or literary property shall likewise apply. Part One: Commerce in General Chapter Six: The Securities Market (Stock Exchange)

المادة 44

The Securities Market shall be deemed a juridical person. Subject to the provisions of this Chapter, the laws and decisions regulating the establishment of the Market and its internal regulations shall apply.

المادة 45

Trading on the Securities Market in respect of securities listed in its official price schedules shall only be conducted through a broker authorized to operate therein; otherwise, the transaction shall be null and void. A broker may not carry out transactions on the Market for the account of his clients unless he is expressly authorized to do so by the client under a specific written power of attorney. If the broker carries out the transaction without such authorization, the client may either ratify or reject it.

المادة 46

Deferred transactions shall be valid even if the contracting parties intend them merely to result in an obligation to pay price differences, provided that the transaction is concluded on the Securities Market and relates to securities listed in its official price schedules. The regulation of such transactions shall be governed by a decision of the competent Minister. Part Two: Commercial Obligations and Contracts – General Provisions

المادة 47

Persons jointly bound by a commercial debt shall be jointly and severally liable therefor, unless otherwise provided by law or agreement. This rule shall also apply in the case of multiple guarantors of a commercial debt.