The Financial Regulatory Authority (FRA) has issued Board Resolution No. 99 of 2026, amending Resolution No. 94 of 2018 governing transactions in unlisted securities and the procedures for transferring their ownership. The amendment introduces a new Article (11), establishing a dedicated framework for enforcing court judgments, arbitral awards, and other enforceable instruments involving the transfer of ownership of centrally deposited unlisted securities.
The resolution represents an important regulatory development within Egypt’s capital markets framework, addressing a long-standing practical challenge concerning the enforcement of final decisions relating to ownership of unlisted shares and securities.
What Does the Resolution Introduce?
The new framework applies to final court judgments, final arbitral awards, and other enforceable instruments requiring the sale, purchase, or transfer of ownership of unlisted securities.
Under the new mechanism, the interested party must submit the enforceable judgment or instrument to Misr for Central Clearing, Depository and Registry (MCDR), together with evidence of proper service on the judgment debtor, any required regulatory approvals, and the supporting documents prescribed by the resolution.
Following verification of the required documentation, MCDR will notify the Egyptian Exchange, proceed with the transfer of ownership, and complete the relevant financial and technical settlement procedures in accordance with the enforceable instrument.
Legislative and Regulatory Impact
The resolution does not create new substantive rights for investors or shareholders. Rather, it establishes a clear procedural mechanism for enforcing rights already recognized through final judicial or arbitral determinations.
Its primary significance lies in bridging the gap between obtaining a final decision and implementing that decision within the central depository system, thereby ensuring that ownership transfers can be effectively completed.
The framework is also expected to enhance the effectiveness of arbitration in corporate and investment-related disputes involving unlisted shares and strengthen legal certainty in ownership-related transactions.
Key Sectors Affected
The resolution is expected to have a direct impact on:
- Shareholder disputes involving private and unlisted companies.
- Private share transfer transactions.
- Mergers and acquisitions disputes.
- Inheritance-related ownership transfers.
- Enforcement of arbitral awards involving ownership of shares and securities.
Analysis and Outlook
Board Resolution No. 99 of 2026 represents an important step toward strengthening post-judgment enforcement mechanisms within Egypt’s capital markets.
By establishing a clear process for transferring ownership of centrally deposited unlisted securities pursuant to enforceable decisions, the FRA has enhanced the practical effectiveness of dispute resolution mechanisms in the non-banking financial sector and addressed procedural obstacles that previously affected implementation.
The resolution further reflects an ongoing regulatory trend toward improving legal certainty, strengthening investor protection, and enhancing the efficiency of market infrastructure. Its full practical impact will become clearer following the issuance of the implementing procedures to be prepared by MCDR and approved by the FRA.
