How to Appoint and Remove Officers in a Lebanese Subsidiary

国家指南

When appointing and removing a corporate officer of a company in a foreign jurisdiction, it is essential to keep in mind that there are specific regulations that apply to such procedures. In many cases, corporate officers do not have an employment status like the rest of the staff of the foreign company.

Depending on each country, special provisions will apply and will be set out either by the local law or the Bylaws / Articles of Association (or other contractual documentation) of each company. In particular, the compliance with the applicable rules linked to the removal of an officer will allow you to avoid as much as possible any sanctions or any damages due to said officer if wrongfully terminated.

Subsidiarily, we have pointed out whether an officer can freely resign and what happens in case of a wrongful resignation.

This online guide thus aims to highlight the main provisions applicable to appointing and removing a corporate officer in various jurisdictions around the world, as well as the conditions of their resignation, covering the most common forms of companies in each country.

黎巴嫩Last update: 2026年11月9日

Which corporate officers are mandatory in Lebanese companies?

In Lebanon, the structure of company management depends on the type of company, as defined by the Lebanese Code of Commerce.

S.A.L. (Société Anonyme Libanaise) (Joint stock/ SAL): the law requires a board of directors (minimum 3, maximum 12 by-law), and the board must elect its chairman; the board in its first meeting normally appoints the general manager (CEO) and determines his/her powers. Appointment of an auditor and a resident attorney/representative is mandatory; annual accounts must be audited.
S.A.R.L. (Société à Responsabilité Limitée/ Limited Liability Company) (LLC / SARL): management is entrusted to one or more managers (administrators) who are appointed in the articles of association or by the partners; an auditor is required in many SARL depending on size and by-laws requirements. Furthermore, the appointment of a lawyer is mandatory.

Karim Noueihed

How are corporate officers appointed in Lebanese companies?

Directors (S.A.L.): elected by the general assembly of shareholders according to the articles of association and the Code of Commerce; terms and re-appointment rules are set by the company by-laws. The board then elects the chairman and may appoint the general manager.
Managers (S.A.R.L.): appointed either in the articles of association or by a partners’ resolution at the general assembly; managers are usually chosen from partners but may be third parties if the by-laws allow.

Auditor / Attorney: appointed by the company/ shareholders.

Formalities: Appointments must be recorded in the board/shareholders’ minutes, filed/registered with the local Commercial Register and (where required) published — failure to register/publicize can affect publicity and third-party opposability.

Karim Noueihed

How can a corporate officer of a Lebanese company resign?

Lebanese law recognizes the right of corporate officers to resign, provided that the proper procedures are followed.

A director or manager may resign at any time by submitting a written notice to the competent corporate body, usually the board of directors or the general assembly, as stipulated in the company’s by-laws. The resignation becomes effective upon its acceptance or after the notice period provided in the contract or by company internal regulations if available.
The resignation should be recorded in the company’s official minutes, registered with the local Commercial Register, and publicized if required by law. This ensures that third parties are aware of the change in management and that the officer’s liability ends accordingly.
If the officer is bound by a service or employment contract, they must also comply with the contractual notice period or other conditions to avoid liability for wrongful termination.

Karim Noueihed

How to remove a corporate officer in a Lebanese company?

The removal of corporate officers in Lebanon is subject to statutory and procedural safeguards designed to protect both the company and the officer.

In most cases, shareholders hold the power to remove directors or managers by adopting a resolution at the general assembly, according to the majority requirements set out in the articles of association and the Code of Commerce.
The board of directors may also remove officers whom it has appointed (such as a general manager) if such authority is granted by the company’s by-laws.
Removal decisions must be documented, registered, and published to be legally effective. In exceptional cases, a court may order the removal of an officer, such as fraud, breach of law, or mismanagement, upon the request of shareholders or interested parties.

Karim Noueihed

Can damages be granted to the removed corporate officer in Lebanon?

While corporate officers can generally be removed at any time, Lebanese law allows for compensation if the removal is unlawful or abusive.

If the removal violates a contractual agreement, such as a fixed-term management contract, the dismissed officer may claim damages for breach of contract before the competent courts.
If the removal occurs in bad faith or contrary to the company’s by-laws, the officer may seek tort-based compensation for the material harm suffered.
For officers who also serve as employees, additional remedies may be available under Lebanese labor law, including indemnities for wrongful dismissal and unpaid entitlements.

Karim Noueihed