Dawoud & Dawoud
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DAWOUD & DAWOUD LAW FIRM · CAIRO

Due diligence sits at the core of our practice. For more than fifty years, Dawoud & Dawoud Law Firm has given investors, acquirers, lenders and boards a clear, decision-ready picture of the companies, assets and projects they are about to commit to. We combine legal and financial review in one team, so every risk we find is explained, valued and allocated before signing, in the purchase price, the warranties, the indemnities or the conditions precedent.

For international investors and the global law firms who advise them, we act as the Egyptian team that knows where the approvals, the tax exposures and the deal-breakers lie.

Reviewed against Egyptian laws and regulations in force as of October 2026.

Our general approach

Every mandate starts with the same disciplined core: confirming what the target owns, what it owes, what it is allowed to do, and what could stop the deal. We then add the sector-specific review that each industry demands.

Legal due diligence

We verify that the target is properly incorporated, validly owns its shares and assets, holds every licence it needs, and is not exposed to hidden disputes or regulatory breaches.

  • Corporate structure, share title, pledges and shareholder agreements under the Companies Law No. 159 of 1981 and the Investment Law No. 72 of 2017
  • Licences, permits and change-of-control restrictions
  • Material contracts, financing and security documents
  • Employment compliance under the new Labour Law No. 14 of 2025
  • Data protection under the PDPL No. 151 of 2020 and its 2025 Executive Regulations
  • Intellectual property, litigation, arbitration and enforcement risk, assessed with our dispute resolution team
  • Merger control under the amended Competition Law No. 3 of 2005

Financial due diligence

We test whether the numbers support the price, and we turn financial findings into contractual protection.

  • Quality of earnings and normalised EBITDA
  • Net debt, debt-like items and working capital
  • Corporate tax, VAT, withholding and real estate tax exposure
  • Social insurance and payroll liabilities
  • Related-party transactions and off-balance-sheet commitments
  • Foreign-currency exposure and profit repatriation
  • Valuation inputs for locked-box or completion-accounts pricing
  1. ScopingMateriality thresholds, red-flag priorities and timetable agreed with you.
  2. Data room reviewDocument requests, management interviews and public-registry searches.
  3. Findings reportA red-flag summary followed by a full report, ranked by risk and value.
  4. Deal protectionFindings carried into the SPA, disclosure letter and closing checklist.

Specialised due diligence

Some transactions carry risks that a general review will miss. These are the sectors where our team brings dedicated experience, and where the regulator's approval is often the deal's critical path.

Real estate acquisitions & mega projects

Land, developments, hospitality, logistics and large-scale projects

In Egyptian real estate, value depends on an unbroken chain of title and on the terms under which the state allocated the land. We trace ownership back through registered and unregistered contracts, check allocation conditions with the New Urban Communities Authority, the governorate or the relevant economic zone, and review developer obligations, construction timelines and buyer commitments. For mega projects we also examine project finance, offtake and EPC arrangements, so lenders and investors know exactly what they are funding.

Key procedures

  1. Title and encumbrance searches at the Real Estate Registration and Notarisation offices
  2. Verification of the National Real Estate ID and digital map coordinates
  3. Review of allocation contracts, payment schedules and construction deadlines
  4. Zoning, building permits and planning approvals
  5. Approval of the allocating authority to the transfer or change of control
  6. Real estate disposal tax and capital gains analysis

Technology M&A

Software, platforms, SaaS, e-commerce and deep tech

A technology company's value lives in its code, its data and its people, not in its buildings. We confirm that the target truly owns its software and source code, that founders and developers have assigned their rights, and that open-source use does not undermine exclusivity. We review data flows against Egypt's new data protection regime, test cybersecurity practices, and map the founder, ESOP and investor arrangements that decide who gets paid at exit.

Key procedures

  1. IP chain-of-title review and source-code registration status with ITIDA
  2. Open-source licence audit
  3. PDPC licence or permit check, processing records and cross-border transfers
  4. Cybersecurity and incident history review
  5. Cap table, convertible instruments, ESOP and investor rights
  6. Key-employee retention and non-compete arrangements

FinTech acquisitions

Payments, digital lending, BNPL, InsurTech and digital onboarding

FinTech targets sit under two regulators: the Central Bank of Egypt for banking and payments, and the Financial Regulatory Authority for non-banking financial activities. An acquisition can fail if the target's licence does not cover what it actually does, or if the buyer cannot satisfy the regulator's fit-and-proper and ownership rules. We check the licence scope against the product, review digital onboarding, e-KYC and AML compliance, and plan the approvals needed for the change of control.

Key procedures

  1. Licence-scope review against actual products and services
  2. Prior approval of the CBE or the FRA to the change in ownership
  3. Fit-and-proper assessment of the buyer and nominated directors
  4. AML, KYC and e-KYC compliance review
  5. Capital adequacy and solvency requirements
  6. Outsourcing, cloud and data-localisation arrangements

Telecommunications acquisitions

Operators, towers, data centres, ISPs and value-added services

Telecommunications licences in Egypt are personal to the licensee and usually cannot be transferred, or their holder's control changed, without the regulator's consent. We review each licence, frequency allocation and infrastructure permit, the interconnection and wholesale agreements that keep the business running, and the national security conditions that often apply to equipment and ownership. For tower and data-centre deals we also examine site leases and power supply.

Key procedures

  1. Review of NTRA licences, frequency rights and permits
  2. NTRA approval to the transfer or change of control
  3. Security clearances and equipment type-approval
  4. Interconnection, roaming and infrastructure-sharing agreements
  5. Site leases, rights of way and municipal permits
  6. Customer data and lawful-interception obligations

Media acquisitions

Broadcasters, digital publishers, streaming, content and advertising

Media businesses are licensed and supervised by the Supreme Council for Media Regulation, which also oversees ownership and content standards. We confirm that each channel, platform or publication is properly licensed, review content and music rights, distribution and advertising contracts, and identify any restrictions on foreign or concentrated ownership that could affect the buyer.

Key procedures

  1. Review of Supreme Council licences and registrations
  2. Ownership and change-of-control approvals
  3. Content, music and format rights chain-of-title
  4. Distribution, carriage and platform agreements
  5. Advertising, influencer and sponsorship compliance
  6. Audience data and cookie practices under the PDPL

Energy & energy assets acquisitions

Oil and gas interests, farm-outs, power plants, renewables and green hydrogen

Energy assets are created by concessions, licences and long-term offtake contracts, and each of them can restrict who may hold an interest. For upstream oil and gas, we review the concession agreement issued by special law, joint operating and farm-out agreements, pre-emption rights and the approvals of EGPC, EGAS or the Minister. For power and renewables, we examine generation licences, power purchase agreements, land usufruct and grid connection, and the incentives available to green hydrogen projects.

Key procedures

  1. Review of concession agreements, JOAs and farm-out terms
  2. Pre-emption and consent rights of partners and the state
  3. Ministerial, EGPC or EGAS approval to the assignment
  4. EgyptERA or GasReg licence review and transfer approvals
  5. PPAs, land usufruct and grid-connection agreements
  6. Environmental permits, decommissioning and cost-recovery position

Factory & industrial acquisitions

Manufacturing plants, industrial land, warehousing and production lines

When you buy a factory, you buy its land, its operating licence, its environmental record and its workforce. We check that the industrial licence covers the actual production activity, that industrial land was allocated and paid for on terms that allow the transfer, and that environmental, civil-defence and health-and-safety approvals are valid. We also review the employment position under the new Labour Law, which changed several rules on contracts, wages and termination from September 2025.

Key procedures

  1. Industrial Development Authority licence and registration review
  2. Industrial land allocation contract and IDA approval to transfer
  3. Environmental impact assessment and compliance record
  4. Civil defence, health and safety certificates
  5. Equipment ownership, leases and customs status of imported machinery
  6. Workforce, social insurance and Labour Law No. 14 of 2025 compliance

Acquisitions of regulated & limited-licence entities

Companies whose value depends on a scarce or restricted licence

Where only a limited number of licences exist, the licence is often the real asset being bought. Examples include healthcare, education, insurance, logistics, tourism and import activities. We confirm that the licence is valid and in good standing, whether it survives a change of control, and what the regulator will require of the new owner. We then build those approvals into the transaction timetable and conditions precedent.

Key procedures

  1. Licence validity, scope, conditions and renewal history
  2. Change-of-control and foreign-ownership restrictions
  3. Regulator's prior approval and notification requirements
  4. Inspection reports, violations and pending sanctions
  5. Fit-and-proper requirements for the new owner and management
  6. ECA merger control filing where thresholds are met

Recent legal developments that affect due diligence

Egypt's legal landscape for transactions has changed significantly since 2024. These are the changes we now test in every review.

Merger control
Since 1 June 2024, transactions that meet the thresholds must be cleared by the Egyptian Competition Authority before closing. The domestic threshold is a combined Egyptian turnover or asset value above EGP 900 million, with at least two parties each above EGP 200 million in Egypt. The international threshold is a combined worldwide figure above EGP 7.5 billion, with at least one party above EGP 200 million in Egypt. The ECA's June 2025 Q&A guidance clarifies how these rules apply. In April 2026 Parliament approved a major reform of the Competition Law that would raise these thresholds to EGP 2.5 billion and EGP 500 million domestically and EGP 15 billion worldwide, and increase fines. The reform takes effect three months after publication in the Official Gazette, so we confirm the applicable thresholds on every transaction.
Data protection
The Executive Regulations of the Personal Data Protection Law were issued by Ministerial Decree No. 816 of 2025 in November 2025. Companies have one year to regularise their processing, so targets that have not obtained the required licences or permits from the Personal Data Protection Centre carry a growing exposure.
Employment
Labour Law No. 14 of 2025 replaced Law No. 12 of 2003 on 1 September 2025, with specialised labour courts operating from 1 October 2025. Contracts, leave, wages and termination practices must now be checked against the new rules.
Real estate
The National Real Estate Identification Law No. 88 of 2025 created a unique ID for every property, and real estate brokers must now be registered under Ministerial Decision No. 578 of 2025. A draft law on real estate developers, including escrow accounts and buyer-protection funds, is under discussion.

Mergers in Egypt

A statutory merger combines two or more companies into one, so diligence must run in both directions: each party needs to understand precisely what it is absorbing. We conduct reciprocal legal review of all merging entities, structure the transaction to achieve tax neutrality where available, secure competition clearance, and take the merger through to registration of the surviving company.

Tax structuring

The tax outcome often determines whether a merger is viable. We advise on the legal conditions for a tax-neutral merger and on the exposures that remain.

  • Tax-neutral treatment at book value under the Income Tax Law No. 91 of 2005, and the conditions for preserving it
  • Treatment of revaluation surpluses arising from the merger
  • Survival and use of carried-forward tax losses in the surviving entity
  • VAT, stamp duty and real estate disposal tax on transferred assets
  • Capital gains exposure for resident and non-resident shareholders
  • Tax clearance and settlement of outstanding assessments before registration

Competition clearance

A merger is, by definition, an economic concentration. Under Egypt's suspensory regime, completing before clearance exposes the parties to significant fines and to the remedies available to the Authority.

  • Threshold analysis against the domestic and international legs
  • Pre-notification engagement and filing with the Egyptian Competition Authority
  • Eligibility for the simplified procedure
  • Standstill obligations and gun-jumping risk in pre-closing conduct
  • Review of non-compete, exclusivity and other ancillary restraints
  • Parallel filings, for example COMESA or Gulf authorities, in multi-jurisdiction deals
  1. Merger planBoard approval of the merger plan and preliminary merger agreement.
  2. ValuationValuation of the merging companies' net assets by the competent GAFI committee or FRA-approved adviser.
  3. ApprovalsExtraordinary general assembly resolutions, ECA clearance and sector regulators' consents.
  4. CompletionCreditor notice, registration of the merger and dissolution of the absorbed company.

Corporate and group restructuring

Whether an international group is reorganising its Egyptian operations, preparing a business for sale or responding to financial pressure, restructuring begins with a clear legal map of what each entity owns, owes and is licensed to do. We design and implement structures that are tax-efficient, defensible before the Egyptian Tax Authority and compliant with competition rules.

Tax and transfer pricing

We advise from a legal perspective, working alongside the client's tax advisers and auditors, to ensure that intra-group arrangements are properly documented and can be defended.

  • Legal framework for transfer pricing under Article 30 of the Income Tax Law and the Unified Tax Procedures Law No. 206 of 2020, as amended by Law No. 211 of 2020, including master file, local file and country-by-country reporting obligations
  • Arm's-length intercompany agreements: services, cost-sharing, licensing, distribution and intra-group financing
  • Legal review of cost centre studies and cost-allocation methodologies
  • Tax-neutral divisions, spin-offs and share swaps
  • Withholding tax on cross-border royalties, service fees and interest
  • Representation in tax disputes and appeals arising from the restructuring

Competition and corporate aspects

Purely internal reorganisations within the same group generally do not involve a change of control and are therefore not notifiable. Restructurings that bring in new shareholders or change control may be.

  • Assessment of whether the restructuring constitutes a notifiable economic concentration
  • Divisions, demergers and hive-downs of business lines
  • Change of legal form, capital increases and reductions, and debt-to-equity conversions
  • Pre-sale reorganisation and holding structures
  • Financial restructuring and preventive composition under Law No. 11 of 2018
  • Transfer of employees under Labour Law No. 14 of 2025

Post-acquisition integration

Signing is not the end of the transaction. Many of the risks identified in due diligence are only resolved after closing, when licences, registrations and governance must be brought into line with the new ownership. We stay with the client through this phase so that the findings in our report turn into completed actions.

  1. Closing and registrationShare transfer registration, Commercial Register and GAFI updates, and amended articles of association.
  2. Licences and approvalsPost-closing notifications to the ECA, NTRA, CBE, FRA, Supreme Council for Media Regulation, IDA or energy regulators, and transfer or reissue of licences in the new owner's name.
  3. Governance and peopleBoard and management changes, new signatories and powers of attorney, and harmonising employment contracts and internal regulations under Labour Law No. 14 of 2025.
  4. Compliance remediationClosing the gaps found in due diligence, including PDPL licensing and records, tax and social insurance regularisation, and claims under warranties and indemnities.

Cross-border transactions

Many of our due diligence mandates involve a buyer, seller or financier outside Egypt. Our lawyers are admitted at the Egyptian, England and Wales, Paris and New York bars, work in Arabic, English and French, and coordinate through affiliated offices in Saudi Arabia, the United Arab Emirates, the United States, the United Kingdom and Poland.

Foreign investors entering Egypt

We explain Egyptian requirements in the terms international investors and their counsel expect, and we prepare reports in English that align with the format and risk ratings used under English or New York law share purchase agreements.

  • Foreign-ownership limits and sector restrictions
  • Merger control where the international threshold is met
  • Profit repatriation and foreign-currency considerations
  • Cross-border data transfers under the PDPL
  • Arbitration and enforcement of foreign judgments and awards

Regional and multi-jurisdiction deals

For targets with operations in several countries, we lead the Egyptian workstream and coordinate local review in the Gulf and Europe, delivering one consolidated report with one point of contact.

  • Coordinated review across Egypt, KSA and the UAE
  • Parallel merger control filings, for example ECA, GAC and COMESA
  • Holding structures, free zones and offshore entities
  • Consistent risk ratings across jurisdictions
  • Bilingual Arabic and English deliverables

Frequently asked questions

Does an acquisition in Egypt need Egyptian Competition Authority approval?

If the transaction is an economic concentration and meets the financial thresholds, yes. Since 1 June 2024 the regime is mandatory and suspensory, which means the deal cannot close before clearance. The ECA can also review transactions below the thresholds where competition concerns arise.

How does the new data protection regime affect a target company?

Targets that process personal data must hold the relevant licence or permit from the Personal Data Protection Centre, keep records of processing, appoint a data protection officer where required, and obtain approval for transfers outside Egypt. Gaps become the buyer's liability after closing.

How long does a due diligence exercise take?

A focused red-flag review can be delivered within two to three weeks. A full legal and financial review of a regulated or multi-asset target typically takes four to eight weeks, depending on data room quality and regulator searches.

How can a foreign investor acquire a company in Egypt?

Foreign investors usually acquire shares in an existing Egyptian company or establish a new vehicle under the Investment Law No. 72 of 2017. The path runs through legal and financial due diligence, sector regulator approvals, Egyptian Competition Authority clearance where thresholds are met, and registration with GAFI.

Can a merger in Egypt be tax-neutral?

Yes, provided the statutory conditions of the Income Tax Law No. 91 of 2005 are met, a merger or division can be carried out at book value without immediate tax on revaluation gains. VAT, stamp duty, real estate disposal tax and the treatment of carried-forward losses still need to be assessed.

What transfer pricing documentation is required in Egypt?

Related-party dealings must be at arm's length. Qualifying groups must maintain master file, local file and country-by-country reports under the Unified Tax Procedures Law No. 206 of 2020. Well-drafted intercompany agreements are the legal foundation of that position.

Can you advise on cross-border acquisitions?

Yes. Our team works across the Egyptian, English and Welsh, Paris and New York bars, in Arabic, English and French, with affiliated offices in Saudi Arabia, the UAE, the USA, the UK and Poland.

This page provides general information on Egyptian law as of October 2026 and is not legal advice. Laws and regulations change, and specific advice should be obtained for each transaction.

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