Liquidation
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Hilal& Partners Vision Consulting Group Liquidation & Insolvency in Egypt – At a glance January 2015 Egypt CPAAI Hilal & Partners 2 Liquidation & Insolvency in Egypt – At a glance Preamble This document is intended to give a brief summary on the Liquidation/Insolvency reasons and processes in Egypt. This document contains broad information on Liquidation/Insolvency Regulations of Egypt. The information contained herein is of general nature and does not intend for particular case(s). This document was accurately written for your organization on a need-to-know basis to reflect a brief snapshots on Liquidation/Insolvency in Egypt at the date it was written on, but this is not a guarantee that it will remain the same until it is received or that it would be accurate in the future. We, therefore, strongly advise not to act upon the information within this document prior to getting an advice throughout a precise examination of each particular case or investment opportunity. Contact Information For further information or assistance, please contact the CPA member firm: Hilal & Partners Chartered Accountants and Advisors Vision Consulting Group Email Tel: Fax: Mobile: Web: wh@vision-consulting-group.net +202 2616 5383 +202 2616 5382 +2 010 1525 421 www.vision-consulting-group.net Offices: No 179, ¾ Zone – Fourth Area - Next to New Cairo Academy – Fifth Settlement – New Cairo, Cairo, Egypt Building #7, Al Sharief Street, off Ramsis Road, Cairo, Egypt © Hilal & Partners Chartered Accountants & Advisors January 2015 CPAAI Hilal & Partners 3 Liquidation & Insolvency in Egypt – At a glance Contents Introduction (Liquidation / Insolvency features) ........................................................... 4 Reasons for liquidation ................................................................................................. 4 Liquidation process ...................................................................................................... 4 What to liquidate?......................................................................................................... 5 Owners / Shareholders obligations .............................................................................. 5 Creditors / Stakeholders rights ..................................................................................... 5 Liquidator responsibilities ............................................................................................. 6 Liquidation - Tax effects ............................................................................................... 6 Hilal & Partners (Vision Consulting Group) .................................................................. 7 Strategic Partners ..................................................................................................... 7 CPA Associates International Inc. (CPAAI) .......................................................... 7 © Hilal & Partners Chartered Accountants & Advisors January 2015 CPAAI Hilal & Partners 4 Liquidation & Insolvency in Egypt – At a glance 1) Introduction (Liquidation / Insolvency) features Liquidation Insolvency Owners/ shareholders are able to pay off debts. Owners/ shareholders are able to run corporate responsibilities. Creditors could raise court cases against the company and the shareholders although the announcement of the liquidation. Could be decided by either of the shareholders/owners or the court. All debts shall keep it’s due date without being fall due upon decision of liquidation. Company cannot restart or reestablish its activities in the future. Owners/ shareholders are unable to pay off debts. Owners/ shareholders unable to run corporate responsibilities. Creditors cannot raise court cases and claims starting from the date in which court had decided the insolvency. Only decided by the court. All debts must fall due once the court decides the insolvency. Company can restart or re-establish it’s activities in case of a successful settlement for all debts. 2) Reasons for liquidation The company’s business become illegal or violating the current laws (e.g. unenvironmental industry). Accumulation of losses that exceed 50% of the company’s capital, where the shareholders don’t have alternative future plan for recovery. Inability of the company to pay off debts or operate as a going concern company. Shareholders mutual agreement to liquidate the company with a minimum of 66% of voting rights in normal cases or 75% of voting rights in case of merger into another company. The company’s products became unable to compete in the market. Inability of using or controlling the company's economic resources. An easy to implement Exit plan. Cessation for the company’s establishment reasons. Any other reason that the owners/shareholders or the governing laws would deem it to be a cause of liquidation. 3) Liquidation Process Once decision is made: The company shall remain existing as if a going concern status unless it is liquidated by court decision. Company’s managers shall cease control over managing the company. A liquidator or more based on the shareholders or the court decision should be appointed. © Hilal & Partners Chartered Accountants & Advisors January 2015 CPAAI Hilal & Partners 5 Liquidation & Insolvency in Egypt – At a glance The liquidator will take control over managing the company. The liquidator could be one of the shareholders (agreed by shareholders) or an outsider appointed by the court. In case of the liquidator appointment delay, the court gives the right to the company’s managers to run the operations on their capacity as temporary liquidators. Decisions of liquidation: By the company’s contract (Article of association). Rules of the general law (in case of absence of liquidation rules at the article of association). Who has the liquidation rights? Company owners or shareholders, or The court. 4) What to liquidate All company's assets (tangibles and intangibles) will be evaluated. Financial concerns All company’s assets have to be sold off and cashed. Determination of the capital gains or losses from the liquidation (Capital gains are realised when sales proceeds of the assets exceed the Net Book Value of the assets and vice versa). All Creditors will be listed in priority from top tier to low tier creditors (e.g. Governmental debts & other debts) 5) Owners / Shareholders Obligations Owners and shareholders obligations upon the liquidation do differ depending on the company’s type as follows: Individuals’ companies: In this type of companies, the partners and owners have unlimited financial obligations towards the creditors, i.e. creditors’ rights shall be recovered from their own personal assets and wealth during the liquidation process. Corporations: In this type of companies, the owners’ financial obligations towards the liquidation are limited to their participation in the company’s capital. By the date of liquidation, shareholders are required to pay all unpaid share capital in order to cover all the remaining obligations. 6) Creditors / shareholders right After the liquidation of all assets and deduction of all liquidation costs and expenses, the sale proceeds shall be distributed in the following order: © Hilal & Partners Chartered Accountants & Advisors January 2015 CPAAI Hilal & Partners 6 Liquidation & Insolvency in Egypt – At a glance Creditors: Those whom have the priority rights over the Liquidation proceeds since they are considered first preferred tier (e.g. Tax dues, Governmental Fees and Levies etc…), then Other Stakeholders: Those are to be considered a second tier in terms of priority (e.g. suppliers), whom will be equally treated in terms of eligibility to the liquidation proceeds, finally; Shareholders: Who will be eligible to the rest of the liquidation proceeds (if any) prorated to their participation in the company’s capital. 7) Liquidator’s Responsibilities Those responsibilities are include, but not limited to the following: Operate and manage the day-to-day companies’ affairs. Sell off the companies assets (either by an auction or any other way as prescribed by Law) Communicate on a daily basis with the stakeholders (e.g. Government, Creditors, etc…) all what they need to know about the business under liquidation. Represent the company under liquidation before all Governmental Bodies, Banks, Courts, etc... Sign and approve all financial reports and statements related to the company under liquidation. For carrying out the above responsibility, the Liquidator shall be eligible for a Liquidation Fees that have to be agreed and determined either by the Shareholders or the Court. 8) Liquidation - Tax effects According to the Egyptian Income Tax Law, 91 for 2005, the Liquidated/ solved company shall: Be reported to the Tax Authority within a limited period started from the date specified for the liquidation / insolvency. File a preliminary tax return according to a financial position as at the liquidation / insolvency date. An annual tax return should be filed until the company is finally liquidated / solved. Any Capital Gain / Loss on the sale of the assets shall be taxed. © Hilal & Partners Chartered Accountants & Advisors January 2015 CPAAI Hilal & Partners 7 Liquidation & Insolvency in Egypt – At a glance Hilal & Partners (Vision Consulting Group) We are fast growing group of professional Accountants, Tax & Legal Consultants operating in the Egyptian market for years. During the past two decades we have acquired wide range of experience through serving significant number of multi-national and national companies. Our partners are licensed qualified professionals, members of reputable national and international professional bodies. Strategic Partners We are proud to be member firm of the following: CPA Associates International Inc. (CPAAI) As one of the top 10 worldwide independent associations of accounting firms, CPA Associates International, was established as a global group of high-quality independent CPA and chartered accounting firms; it is market exclusive, with members in major cities throughout the world. For over 50 years, CPAAI has provided quality services and resources to members now in over 65 countries. The world-wide member firms provide financial, business and tax advice to clients in Asia Pacific, Europe, Middle East, Africa, Latin America, and North America. Through this international organization, the professionals are available to provide information, resources, fresh ideas, consulting, and planning assistance to other members. For more information about the Association, please contact: Nicki Lynn Regional Manager nlynn@cpaai.com +44 (0)7769 145451 Professional Bodies Memberships Our partners and directors are members of prestigious professional bodies such as The Association of Chartered Certified Accountants (ACCA) in the UK, IFA (the International Fiscal Association) in Netherlands, EST (the Egyptian Society of Taxation), the Chartered Institute of Marketing, Chartered Institute of Banking, the Arabian Lawyers Federation and the Egyptian Bar. © Hilal & Partners Chartered Accountants & Advisors November 2011
