النظام القانوني لشركة الشخص الواحد في ضوء تعديل قانون الشركات رقم (٤)‎ لسنة ٢٠١٨ و الإشكاليات التي تثيرها

Abstract EN

Unlike several foreign and Arab countries, the Egyptian Legislator did not recognize, until recently, the idea of one-person company as one of the commercial companies.

Thus, the Egyptian Civil Law has defined a company’s contract as the contract whereby two persons or more contribute in a financial project through submitting a share in cash or through work to distribute the profits and loss.

Accordingly, the Egyptian legislative has excluded the entities established by one person.

However, the existence of these projects in reality as well as what the frequent requests by the Egyptian jurisprudence to legalize the status of the said projects, the Egyptian Legislator has finally responded by regulating one person companies in the Law No.

4 for the year 2018, as amended by the Companies Law No.

159 for the year 1981.

Though the Egyptian Legislator has tried to fill into any legal or practical gaps that might arise in connection with one person companies, the law regulating these companies is full of gaps and points of criticism raised by the regulating law.

In addition, some practical issues arise based on the enforcement of the law regulating the one person companies, including the definition of this type of companies, formation of the one person companies, management of the one person company, legal actions related to the one person company, and finally termination of these types of companies.

The importance of the subject-matter of this study includes the explanation and analysis of the companies’ law rules regulating one person companies, and the explanation of the relevant legal and practical problems arising from one person companies in different phases of establishment and operation.

The one-person company is an exception to the contracts’ theory based on which companies are established, which raises debate about the source of obligation in this type of transactions and whether this source of obligation is law or the will.

In the same context, some questions arise about the differences between the one-person company and the sole proprietorship with limited liability as adopted by some legal systems.

Moreover, the legal nature of the one person companies raises some questions concerning the legal characterization of these companies and accordingly the applicable rules.

For instance, the question of whether one person companies represent new set of companies or they represent an extension of the limited liability companies, particularly the Egyptian Legislator provides that the rules regulating limited liability companies apply to one person companies.

Another question is related to whether one person companies are money companies, persons companies, or mixed nature companies.

This latter question in particular, raises some issues such as the legal liability of the founder of the one-person company, transfer of its capital, its termination, and others.

Finally, one of the practical questions raised by the one person companies is related to the prohibition of establishing more than one company for the same founder unlike other countries that allow such a practice.

This research addresses all the above problems through studying the rules regulating one person companies in the Egyptian law without allotting independent chapters for each problem, to discuss each problem under the relevant regulating rules.

The goal of the study is to present a comprehensive analysis, particularly considering the novelty of the regulation of one person companies as well as the absence of the studies in this regard