How many partners can an Egyptian LLC have?

Article 4 of Companies Law No. 159 of 1981 caps a limited liability company at fifty partners, each liable only to the extent of his quota. Article 8 sets the floor at two founding partners for companies other than joint stock companies, and provides that if the number falls below that the company is dissolved by operation of law unless the quorum is restored within six months at the latest.

Can partners in an Egyptian LLC agree different voting rights?

Only within limits. Article 126 of Companies Law No. 159 of 1981 gives each quota one vote even where the constitutive contract provides otherwise, and requires a quorum of partners representing at least half the capital unless the contract sets a higher figure. Article 127, as amended by Law No. 4 of 2018, requires the numerical majority of partners holding three quarters of the capital to amend the company contract or to increase or reduce the capital, and the words permitting the contract to say otherwise were removed.

Can a partner in an Egyptian LLC sell his stake freely?

Article 118 of Companies Law No. 159 of 1981 requires the selling partner to notify all the other partners, through the managers, of the offer he has received, and gives the other partners the right to take the quota on the same terms. Only after a month has elapsed from that notification without any partner exercising the right is the partner free to dispose of his quota, and where more than one partner exercises it the quota is split between them in proportion to their holdings.

LLC Operating Agreement in Egypt

Egypt has no operating agreement. The constitutive instrument of an Egyptian limited liability company is the company contract filed with the authorities, and several of the terms a US-style operating agreement would negotiate are fixed by statute. Partners are capped at fifty, the company cannot raise capital or borrow by public subscription and cannot issue tradable shares or bonds, each quota carries one vote even if the contract says otherwise, and amending the company contract or changing the capital requires the numerical majority of partners holding three quarters of the capital.

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Governing law

Limited liability companies are governed by Companies Law No. 159 of 1981 on joint stock companies, partnerships limited by shares, limited liability companies and one-person companies, as amended.

Companies Law No. 159 of 1981, Art. 4 (consolidated Arabic text published by the Financial Regulatory Authority)

What a llc operating agreement has to contain in Egypt

A limited liability company is one in which the number of partners does not exceed fifty, each liable only to the extent of his quota. It may not be established, increase its capital or borrow by public subscription, and it may not issue tradable shares or bonds.
Companies Law No. 159 of 1981, Art. 4
The number of founding partners may not fall below two, and if it does the company is dissolved by operation of law unless the quorum is restored within six months at the latest.
Companies Law No. 159 of 1981, Art. 8
The capital is fixed by the partners in the company's constitutive contract and divided into equal quotas, which share profits and any liquidation surplus equally between them unless the company contract provides otherwise, and which are indivisible.
Companies Law No. 159 of 1981, Art. 116
The company is managed by one or more managers chosen from among the partners or from outside, appointed for the first time by the founders and thereafter appointed and replaced by resolution of the general assembly, and a manager may be removed with the approval of the numerical majority of partners holding three quarters of the capital represented at the extraordinary general assembly considering the removal.
Companies Law No. 159 of 1981, Art. 120
A general assembly is validly held only if partners representing at least half of the capital attend, unless the constitutive contract sets a higher quorum, each quota carries one vote even if the contract provides otherwise, and resolutions pass by a majority of votes unless the law or the contract requires more.
Companies Law No. 159 of 1981, Art. 126
Where the number of partners exceeds ten, supervision must be entrusted to a board of at least three partners appointed in the constitutive contract, which may require reports from the managers at any time and inspect the company's books.
Companies Law No. 159 of 1981, Art. 123

Form, notarisation and registration

The company is registered in the commercial register on the certificate issued by the competent administrative authority, and it is published and acquires legal personality fifteen days after that registration unless the authority decides it acquires legal personality earlier.
Companies Law No. 159 of 1981, Art. 17
A register of partners must be kept at the company's head office, open to each partner and to any interested non-partner during working hours, and a list of its contents and of any change must be sent to the competent administrative authority in January each year, with the managers personally and jointly liable for damage caused by keeping it incorrectly.
Companies Law No. 159 of 1981, Art. 117

What catches drafters out

A quota sale is made by an official instrument or one with authenticated signatures unless the constitutive contract provides otherwise, and the remaining partners then have a right to take the quota on the same terms. The seller must notify all partners through the managers of the offer received, and only after a month has passed without any partner exercising that right is he free to dispose of his quota.
Companies Law No. 159 of 1981, Art. 118
The company contract may not be amended, and the capital may not be increased or reduced, except with the approval of the numerical majority of partners holding three quarters of the capital. The words allowing the company contract to provide otherwise were deleted by Law No. 4 of 2018, so this threshold cannot be lowered by drafting.
Companies Law No. 159 of 1981, Art. 127 as amended by Law No. 4 of 2018
Managers have full authority to represent the company unless the constitutive contract provides otherwise, and any resolution restricting their powers or replacing them is effective against third parties only five days after it is entered in the commercial register.
Companies Law No. 159 of 1981, Art. 121