Chapter (33)
The incorporation of the company and its licensing to carry out its activities shall be done in accordance with those provisions of the Capital Market Law # 95 for 1992 applicable to companies dealing in securities as stipulated in article 2 of such law, to the extent they are not incompatible with the provisions if this Law.
Chapter (34)
The company shall be incorporated as a joint stock company having an issued and paid-up capital of not less than the amount prescribed by the Executive Regulations.
The capital shall be composed of shares in registered form of similar type and value.
Chapter (35)
Any company requiring a license to undertake the activity of the central depository and registry in Egypt shall submit an application to the Capital Market Authority accompanied by its rules and internal regulations, in addition to the documents and information that the Capital Market Authority may require.
The Capital Market Authority shall grant a license to such company when it deems appropriate to the needs and in the interest of the capital market.
The approval of the Authority may be limited to one type or more of the securities or a certain geographic location and may include any terms and conditions related to any of its activities.
Chapter (36)
The company shall establish an independent department with separate accounts and separate financial positions for each of the central depository service, the registry service, and the settlement guarantee fund.
Chapter (37)
The shares of the company shall be owned only by its Participants, in an amount proportional to the volume of their respective dealings with the company and in accordance with the fees and charges paid. However, no Participant or group of related Participants may own more than 5% of the company’s capital. The Egyptian Stock Exchange shall own 5% of the company’s capital and shall have one member of the board of directors as its representative.
The Executive Regulations shall set forth the rules of the allocation of shares in the capital of the company, upon its incorporation and subsequently upon accepting new Participants, and pertaining to the redistribution of the shares among Participants in application to the above paragraph. The transfer of such shares among Participants or from them to the company shall be at the par value of such shares.
Foreign central depositories that are entitled to become Participants are not required to become shareholders of the company pursuant to the Executive Regulations.
For purposes of this article, a group of related Participants is any group of Participants subject to the actual control of the same natural or judicial person or any person having an arrangement between them to co-ordinate the voting at a general assembly meeting or on the board of directors of the company.
Chapter (38)
The disposal by a Participant of any of its shares of the company, including upon the cessation of its participation, shall only be made in accordance with the shares reallocation regulation outlined in article 37 of this Law.
The transfer of its ownership of such shares to the company shall be completed only in any of the above mentioned events. The company shall re-allocate such shares to other Participants pursuant to the provisions of the Executive Regulations.
Any transaction effected in violation to the above paragraph shall be null and void.
Chapter (39)
A Participant shall cease to be a Participant upon:
- Being declared bankrupt or losing its legal capacity;
- The revocation of its license issued by the Capital Market Authority to carry out its business;
- The revocation of its participation by a resolution of the Capital Market Authority on grounds of a breach of a provision of this Law or of any Decree under this Law;
The revocation of its participation at a regular general assembly of the company adopted by at least three quarters of the attendees at such meeting.
Chapter (40)
The company may not charge any fees for the services it provides that would exceed the limits specified by a decree issued by the competent minister.
When the company realizes a profit, a portion thereof may be allocated as a contribution to the settlement guarantee fund stipulated in article (18) of this Law. The remaining amount should be distributed among the company’s shareholders and securities issuers pursuant to the rules specified by the regulation.
Chapter (41)
The board of directors of the Capital Market Authority may revoke the license of the company on the ground that it has violated the provisions of this Law or any of its decrees, if such violation causes harm to the capital market or threatens its stability, provided the company has been notified of the violations and has been given a reasonable opportunity to submit its opinion or remedy the violation prior to such revocation.
The decision to revoke the license of the company shall not be effective until acknowledged by the Minister. Any such decision shall provide for the procedures and arrangements required to be taken to minimize the consequences of such revocation.
The Executive Regulations shall specify the rules and procedures to be followed in this respect.