REGISTRATION OF COMPANY IN LEBANON

Lebanon is a country in Western Asia. It is bordered by Syria to the north and east and Israel to the south, while Cyprus lies to its west across the Mediterranean Sea; its location at the crossroads of the Mediterranean Basin and the Arabian hinterland has contributed to its rich history and shaped a cultural identity of religious diversity. Lebanon is home to roughly six million people and covers an area of 10,452 square kilometers, making it one of the smallest countries in the world. The official language of the state is Arabic, while French is also formally recognized; the Lebanese dialect of Arabic is used alongside Modern Standard Arabic throughout the country.

Despite the country's small size, Lebanese culture is renowned both in the Arab world and globally, primarily powered by its large and influential diaspora. Prior to the Lebanese Civil War, the country enjoyed a diversified economy that included tourism, agriculture, commerce, and banking. Its financial power and stability through the 1950s and 1960s earned Lebanon the nickname of "Switzerland of the East", while its capital city of Beirut attracted so many tourists that it was known as the "East". Since the end of the war, there have been extensive efforts to revive the economy and rebuild national infrastructure. While still recovering from the political and economic effects of the conflict, Lebanon remains a cosmopolitan and developing country, with among the highest levels of Human Development Index and GDP per capita in the Arab world outside of the oil-rich economies of the Persian Gulf.

Lebanon is a founding member of the United Nations and is a member of the Arab League, the Non-Aligned Movement, the Organization of Islamic Cooperation, and the Organization international de la Francophonie.

Types of company

1. LIMITED LIABILITY COMPANY

A Limited Liability Company, also known as LLC, is governed by Decree-Law No. 35 of August 5, 1967, and is commonly referred to in Lebanon as S.A.R.L (this is the French equivalent of L.L.C).

A S.A.R.L is founded by at least three partners and this number of partners can go from 1 up to 20.
An LLC minimum capital is set at five million Lebanese Pounds (approximately USD 3,333), noting that contributions may be in-kind or in-cash.

Since the company is of limited liability, the partners are only liable to the amount of their contribution or parts to the company.
Partners in an LLC are not considered to be merchants and hence are not subject to the provisions applicable to merchants including the provisions of the Lebanese Code of Commerce.

Management of an LLC is given to one or many managers.
The manager can be a partner. The company’s denomination is always followed by the abbreviation “LLC”.

Limited Liability Companies are subject to the following taxes:
o 17% tax on corporate profit.
It be noted that there are no restrictions on foreign participation in limited liability companies except for certain sectors and activities. The company must necessarily appoint a lawyer with yearly retainer fees.

2. JOINT STOCK COMPANY

A Lebanese Joint Stock Company known as JSC has to be constituted by a minimum of 3 shareholders.

The Liability of the shareholders is limited to their shares in the company.
The minimum capital for the JSC is LBP 30,000,000 (approximately USD 20,000), which can be in cash and/or in-kind contributions.

The company may call for a public subscription and is allowed to issue financial instruments and bonds. and may issue financial negotiable instruments or bonds.

The Company management is entrusted to the board of directors which elects amongst its members a president. Board directors are elected by the general assembly of shareholders.
The number of board members is fixed between a minimum of 3 and a maximum of 12 and the majority of board members should be of Lebanese nationality.

There are no restrictions on foreign participation in joint-stock companies except for specific sectors and activities (mainly the public sector, commercial representation, real estate under certain conditions, etc…

An auditor must be appointed by the company and the company’s name should be always followed by the abbreviation S.A.L.
A lawyer has to be appointed with yearly fees as per Lebanese laws. JSCs are taxed 17% tax on corporate profit.

3. OFFSHORE COMPANY INCORPORATION IN LEBANON

Offshore companies are one diversion of Joint Stock Companies. All shareholders and board of directors can be foreigners.

The minimum partner numbers and capital requirement is the same as for joint-stock companies but it can be denominated in foreign currency. The Offshore enjoys tax advantages and is subject to a flat yearly tax of one million Lebanese Pounds (667 USD) regardless of its turnover or profits.
The law 85/2018 allowed the incorporation of an offshore company by a single shareholder.

According to Article 7 of Law 19/2008, salaries and benefits paid to employees of offshore companies working abroad are exempted from the payroll tax. In this regard, the concerned companies are required to declare the salaries of all their employees, including those working abroad.

As for the chairman, he may be a non-Lebanese resident abroad and may operate without a permit. The company formation and registration take place in both, the Commercial Register and in a special register for offshore companies.

Offshore company's formation and registration occur in Lebanon, however, they operate only in the Lebanese free zone and/or outside the Lebanese territory. However, they can have their headquarters in Lebanon and hold bank accounts in the Lebanese banks.

Their object is the following:

• Negotiation and conclusion of agreements concerning goods and products located outside the Lebanese territory or in the Lebanese Free Zone
• Offering studies and consultations for the benefit of foreign institutions,
• Using free zone facilities in order to stock imported goods for re-exportation,
• Buying or renting real estate in Lebanon to the extent they are necessary for the operation of the offshore company.

According to the last amendment The added activities permitted to the offshore companies are:

• The administration of companies and institutions outside Lebanon including the export of services, software of any kind to these institutions.
• Operations of three-sided trade or multi-sided trade and therefore negotiating and drafting a contract, shipping goods, and reissuing bills for transactions out of Lebanon or in the Lebanese free zone including the facility to store the goods in the free zone in order to export it.
• Doing activities related to maritime shipping.
• Acquiring shares of stocks in foreign corporations, companies, or institutions and borrowing to these institutions in which the offshore company holds more than 20% of its capital
• Acquiring or benefiting from rights related to agencies or commercial representation to foreign or non-residing companies or institutions.
• Opening of branches and representative offices abroad.
• The construction, investments, and administration in economic projects except those prohibited by law.
• The creation of accounts and use of financial services to finance its activities whether from local institutions or non-resident.
• The lease or acquisition of offices or real estate in Lebanon in relation to the activities of the offshore company.
  Contact us today to register your Offshore company in Lebanon.

4. HOLDING COMPANY

Benefit from our Holding Company registration efficient services. The Holding Company is another diversion of the Lebanese Joint Stock Company and benefits from a very special tax treatment.

The minimum partner's number and capital requirement is the same as for joint-stock companies.
The capital can be held in foreign currency.

The holding company can be fully owned and directed by foreigners and the non-Lebanese Chairman of a holding company is exempted from work permit requirements.

However, the object of the holding company is strictly limited to the following:

• Buying and subscribing to shares in Lebanese or foreign joint-stock or limited liability companies,
• Managing the said companies.
• Lending money to companies in which it holds a minimum of 20% shares and or guaranteeing such companies towards third parties. The holding company may for such purpose borrow from banks and issue bonds, provided that the total value of issued bonds does not exceed five times its capital and reserves.
• Holding and leasing patents, concessions, and trademarks,
• Acquiring movable or real estate assets that are necessary for the holding’s operations.

The Lebanese Holding company enjoys various important tax advantages: it is exempted from income tax on its profits and on the distribution of dividends.

An auditor needs to be appointed and as for all Lebanese companies a lawyer has to be retained with yearly fees.

5. BRANCH OF A FOREIGN COMPANY / REPRESENTATIVE OFFICE

A Foreign company wanting to do business in Lebanon can establish a branch that should have the same object as the mother company. The branch must first be registered with the Ministry of Economy and Trade followed by a second registration at the Trade Registry. A director for the local branch needs to be appointed and as well a lawyer with yearly fees.

The foreign company may opt to establish a Representative Office in Lebanon.
However, the representative office’s activity is restricted and limited to the promotion of the head office’s services and products. Hence, a representative office may not engage in trade activities of any kind in Lebanon.

To set up a branch office / representative office, the foreign company’s Board of Directors must issue a proxy/power of attorney in favor of a Lebanese lawyer granting him the authority to register the company in Lebanon, to represent it, and to sign documents and do all the necessary measures on its behalf.

The documents needed are:

• The foreign Company’s By-laws and articles of incorporation (if applicable).
• The foreign company’s Certificate of Incorporation.
• The Corporate resolution of the foreign company, resolving to (i) set up the Branch in Lebanon, (ii) appoint a specific person as manager of the Branch and determine his powers, and (iii) appoint a Lebanese legal Counsel / Attorney to the Branch.
• A copy of the manager’s identification papers or passport as well as a copy of the lawyer’s “bar association” card (where applicable).
• Once the above original and legalized documents are sent to Beirut, they must be certified at the Ministry of Foreign Affairs and submitted for translation into Arabic by a competent translator.

What is the difference between a representative office and a local branch?

A representative office is an office that offers technical assistance in the market and handles public relations.
By law, This kind of office cannot perform any commercial activity which could generate any business or profit. Therefore, costs and expenses are to be borne by the outside foreign head office. Because of its nature, the representative office is not subject to corporate income tax.

A branch office can undertake in general any commercial activity, except that which by law requires a certain legal form or conditions and/or that which is exclusively reserved for Lebanese nationals and/or companies.
For these reasons, a branch office is subject to corporate tax.

Breaking Down the Lebanon Commercial Register

A company’s corporate record includes numerous sections covering a wide variety of information. This article will highlight some of the sections considered by Sayari analysts to be the most useful for investigations:

• Registration number and date
• Names
• Address
• Capital and operating status
• Corporate structure
• Activities
• Shareholders and affiliated individuals
• Branches
• Actions

As of February 1, 2007, the Companies` Department at the Ministry of Economy and Trade shall exclusively undertake the tasks of estimating the cost of publication in the Official Gazette and issuing the payment order for the company's registration without the need for applicants to go to the Official Gazette Registry.