How to set up a company in Lebanon

A limited liability company or SARL and an offshore company are both suitable entities for establishing a single-shareholder subsidiary company in Lebanon.

A Limited Liability Company offers the following advantages:

• It allows a sole individual to form the company.
• The shareholder’s losses are limited to the amount of their contributions.
• The liability towards the company is limited.
• Capital is minimal (around 60 USD).

Companies whose activities are exclusively conducted outside Lebanese territory, commonly referred to as Offshore Company, which is a type of a joint stock company, offer the following benefits:

• It may be established by a single individual.
• The Company maintains its principal office in Lebanon but conducts its operations outside Lebanese territory.
• It may keep its accounts in foreign currencies used in its transactions.
• The members of the board of directors or the sole shareholder may be non-Lebanese nationals. Furthermore, the chairman of the board, the sole shareholder, or the authorized signatory who are non-resident foreigners are not required to obtain a work permit.
• The shareholder’s losses are limited to the amount of their contributions.
• The liability towards the company is limited.
• Capital is around 350 USD.

Note that only these companies may be established by a sole individual.

SARL or Limited Liability Company: Minimum capital is LBP 5 million fully paid upon registration. Regardless of its amount, the capital is divided into equal shares. These shares may consist of either cash contributions or in-kind assets. The leasing of services or labor cannot be considered as part of the contributions to the company.

SAL and Holding Companies or Joint: Minimum capital is LBP 30 million with at least 25% paid upon incorporation. In-kind contributions must be fully delivered at registration.

Offshore Companies: Minimum capital is also LBP 30 million, with similar payment rules to SAL and Holding Companies. The company’s capital may be denominated in a foreign currency, provided that its accounts are maintained in the same foreign currency. Alternatively, the accounts may be held in Lebanese pounds. In the case of a sole shareholder, the company is not legally established until its capital is divided into equal shares represented by fully subscribed registered shares, and the paid-in amounts are deposited in an open account at a bank in the company’s name.

Financial obligations include stamp duties registration fees, and annual fees to the Beirut Bar Association for the appointed legal representative and depending on the type of the company auditor’s fees.

The management structure of a limited liability company closely resembles that of a joint-stock company. Responsibilities are distributed among three bodies: 1) The Manager or Managers in Limited Liability Companies and a Board of Directors in Joint Stock Companies, 2) The Partners' General Assembly, and 3) The Auditors.

The Manager: The management of the company is entrusted either to the sole partner, a manager, or multiple managers who may be partners or third parties. They are appointed in accordance with the company’s bylaws or by a subsequent deed, for a fixed or indefinite term, provided that they are natural persons. In the case of a sole partner, he may act as the manager or appoint another natural person to serve as manager.

The managers are vested with all necessary powers to conduct the company’s affairs in an orderly and regular manner. They exercise authority on behalf of the company, both internally and externally. Managers are individually or jointly liable, depending on the circumstances, towards the company and third parties for any violations of the law, breaches of the company’s regulations, or errors in management.

The Partners’ General Assembly: In a single-partner company, the sole partner exercises the powers granted to the partners’ assembly. In companies with multiple partners, the partners’ assembly convenes either in an ordinary or extraordinary session, depending on the nature of the business to be conducted and the decisions to be made. Regarding assembly decisions, if the company has only one partner, that partner signs the decisions individually. Decisions related to yearly financial statements approvals are documented in minutes, which are recorded in the commercial register.

The Auditors: When a company consists of a sole partner, the appointment of an auditor becomes mandatory if the company’s capital reaches thirty million Lebanese pounds. The auditor must be selected from individuals registered in the official experts’ registry.

The following individuals are ineligible to be appointed as auditors:

• Partners, the sole partner, managers, their spouses, ascendants, and descendants.
• Persons receiving regular salaries from the company or its managers, as well as their spouses, ascendants, and descendants.

Furthermore, for a period of five years following the end of their term as auditors, these individuals are prohibited from being appointed as managers of the company whose affairs they previously supervised.

• The Articles of Association of the foreign company
• ìPower of Attorney to the attorney
• Filling out the registration form with the Ministry of Economy and Trade
• A resolution from the parent company in the foreign country approving the opening of a branch in Lebanon
• A resolution from the parent company in the foreign country appointing a branch manager
• A clearance certificate from the Lebanese Ministry of Economy and Trade
• Approval from the Central Bank of Lebanon for financial institutions or banks only
• Approval from the Insurance Control Commission is required for foreign insurance companies who wish to establish subsidiary in Lebanon

• The Articles of Association of the foreign company, duly certified by the Lebanese embassy in the country where the company is registered, and subsequently authenticated by the Lebanese Ministry of Foreign Affairs.
• A certified Arabic translation of the Articles of Association by a sworn translator in Lebanon.
• Authentication of the translated Articles of Association by a notary public, followed by certification at the Lebanese Ministry of Justice.
• A resolution from the parent company in the foreign country approving the opening of a branch in Lebanon and appointing a branch manager, who should be Lebanese. This resolution must also be duly certified by the Lebanese embassy in the country where the parent company is based and authenticated by the Lebanese Ministry of Foreign Affairs.
• Obtaining a clearance certificate from the Lebanese Ministry of Economy and Trade.
• A copy of the Attorney’s Power of attorney if the registration application is signed by a lawyer (with a financial stamp fee of 50,000 Lebanese pounds).
• The registration application submitted to the Companies Registry at the Ministry of Economy and Trade is exempt from stamp duties.
• If the foreign company is a joint-stock company, a limited liability company, or an offshore company, it must be registered with the Ministry of Economy and Trade. For all other types of companies, registration shall be completed at the Commercial Registry in the governorate where the company’s headquarters are located.
• After completing procedures at the Ministry of Economy and Trade, the Commercial Registry must be approached if a branch is to be opened in Lebanon.
• If the company intends to open a representative office in Lebanon, there is no need to visit the Commercial Registry after completing the Ministry of Economy and Trade procedures.
• Financial institutions or banks wishing to open a branch in Lebanon must obtain preliminary approval from the Central Bank of Lebanon before applying to the Ministry of Economy and Trade - Companies Registry.
• Foreign insurance companies must secure prior approval from the Insurance Control Commission before proceeding to the Companies Registry at the Ministry of Economy and Trade.
• Upon completion, a registration certificate is issued by the Ministry of Economy and Trade.
• The registration must be published in the Official Gazette, with costs calculated based on the number of lines in the publication (200,000 Lebanese pounds per line).
• The initial and final estimated cost for establishing a company in Lebanon by a foreigner is approximately 1,200 USD.

• The project requires official clearance from the Ministry of Economy and Trade to comply with regulations
• Failure or delay in completing any procedure or submitting any document during the process of establishing a subsidiary company in Lebanon will result in delays in the company’s operational commencement.
• The use of Arabic language is mandatory in certain Lebanese sectors to ensure clear communication and compliance with local regulations.
• Ensuring clear and precise compliance with the country’s laws and regulations.
• Activities prohibited for a Limited Liability Company: According to Article 4 of Decree No. 35/67, a limited liability company is prohibited from engaging in insurance projects, savings and economy projects, regulated air transport, banking operations, and the investment of capital on behalf of third parties. Since these activities involve significant risks, it is advisable that a limited liability company refrains from engaging in them due to its limited liability status.
• Activities prohibited for Offshore Companies: Pursuant to Article 2 of the amended Decree No. 46/1983, offshore companies are prohibited from engaging in any type of insurance operations, as well as activities conducted by banks, financial institutions, and all entities subject to the supervision of the Central Bank of Lebanon. Additionally, it is forbidden to generate any profit, income, or revenue from movable or immovable assets located in Lebanon or from providing services to institutions resident in Lebanon, except for income derived from their bank accounts and revenues arising from subscribing to and trading Lebanese Treasury bonds.
• Foreign Companies cannot act as commercial representatives. This representation is only granted to Lebanese entities or individuals.
• Foreign entities and individuals cannot own real estate properties in Lebanon at the exception of specific areas/ surfaces depending on the administrative areas and based on administrative pre approvals and other conditions.