EGYPT Law and Practice Contributed by: Sherif El Hosseny, Malak El Amiry and Farida Degheidy, Matouk Bassiouny & Hennawy
1. Aircraft and Engine Purchase and Sale 1.1 Sales Agreements 1.1.1 Taxes/Duties Payable Upon Execution of the Sales Agreement The mere execution of an aircraft/sale agreement in Egypt does not entail the payment of taxes. 1.1.2 Enforceability Against Domestic Parties Whether a sale agreement needs to be certified, notarised or legalised to be enforceable depends on the asset subject to sale. Such an agreement is also subject to the governing law and dispute resolution mechanism. Under an aircraft sale agreement regard - ing an Egyptian registered aircraft, the bill of sale is required to be: • filed with the Egyptian Civil Aviation Authority (ECAA); or • deposited with the ECAA after having been notarised and legalised up to the level of the Egyp - tian Embassy/Consulate in the country of issuance, to reflect the new owner. As to engines, such requirement does not exist unless the agreement will be presented to an Egyptian court. It is advisable, however, for the bill of sale pertaining to an engine that is installed on an Egyptian registered aircraft/aircraft maintained or operated in Egypt to be notarised and legalised up to the level of the Egyptian Embassy/Consulate in the country of issuance and kept on file (i) until the Cape Town Convention is fully implemented to allow for engine registration and (ii) in the event there is a dispute adjudicated in Egypt that involves said engine. Moreover, if the agreement is subject to a foreign law and adjudicated outside of Egypt then it is not required to be translated. Please see 1.2.1 Transferring Title and 2.1.1 Non-Permissi- ble Leases . Egyptian law allows documents in the English lan - guage to be filed as is, without translation into Ara - bic. This aviation industry-specific law is considered unique. In courts, English documents will need to be translated.
1.2 Transfer of Ownership 1.2.1 Transferring Title
The transfer of title to an aircraft registered in Egypt must be done through (i) the filing of the sale agree - ment or the bill of sale with the ECAA, or (ii) depositing the sale agreement or the bill of sale with the ECAA after having it notarised and legalised up to the level of the Egyptian Embassy/Consulate in the country of issuance. As to an engine, in the absence of a regime specifi - cally governing engines as opposed to aircraft, the transfer of title of an engine would follow the con - ventional procedures prescribed under Egyptian law. There are no perfection procedures prescribed for the sale of an engine. Please see 2.1.1 Non-Permissible Leases . The same applies to auxiliary power units and other installed parts. The sale of the ownership interest in an entity owning an aircraft or engine does not have an impact on that aircraft or engine. However, if the owner of an aircraft is changed, that transfer of title must be reflected in the ECAA relevant registries. As to engines, please see 2.1.1 Non-Permissible Leases . 1.2.2 Sales Governed by English or New York Law The transfer of title to an aircraft or engine physically delivered in Egypt would be recognised if the bill of sale is governed by English or New York law assum - ing it is valid under the governing law so long as the foreign legal provision being relied upon does not con - travene Egyptian public order or public morality. Minimum substantive requirements for a sale to take place in Egypt include the transfer of title to the buyer for a consideration and that the description of the sold item is clearly identified. The above applies to aircraft bills of sale that are reg - istered in Egypt in addition to either the said bill of sale needing to be filed for a filing fee or a notarised and legalised certified true copy needing to be deposited with the ECAA. 1.2.3 Enforceability Against Domestic Parties Please see response to section 1.2.2 Sales Governed by English or New York Law , 2.3.4 Registration of
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