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Choose your Business Structure

The next step is to choose the legal structure for your business. You will need to look at the advantages of each type of legal structure and we will help you choose the structure that best suits your needs.

  

The following table sums up the different types of legal structures commonly used:

 

CHOOSE YOUR BUSINESS STRUCTURE

 

Do you need help to choose the right legal structure? Do not hesitate to contact us to set a meeting with our legal consultant for free.

 

The most common types of company structures for local and foreign investors alike are:

JOINT-STOCK COMPANY (JSC/S.A.L)

A Lebanese Joint Stock Company is governed by Decree-Law No 304 of January 24, 1942 and its amendments and is commonly referred to in Lebanon as S.A.L. An SAL is constituted amongst shareholders who are only liable to the extent of their contribution in the capital of the company and who subscribe to negotiable instruments referred to as ‘shares’. Lebanese joint stock companies must necessarily have the Lebanese nationality, and must by all means establish their registered office in Lebanon.

 

IN BRIEF

  • Minimum initial capital is LBP 30,000,000.
  • Only 1/4 of the capital should be paid at registration.
  • Minimum number of shareholders is 3.
  • No restrictions on foreign ownership of shares except for the restricted sectors mentioned above.
  • Majority of board members must be Lebanese nationals. If the object of the company includes commercial representation, two third of the board members as well as the Chairman-General Manager of the board must be Lebanese nationals.
  • Transfer of shares is not subject to stamp duties and to taxation except in certain cases.
  • The company must appoint a lawyer with a yearly retainer fees.
  • At least one auditor must be appointed by the company for a one-year term.
  • An additional auditor is also appointed by the judge presiding over the Trade Registry within two months from the company’s incorporation.


For more information, click here.

LIMITED LIABILITY COMPANY (S.A.R.L)

A Limited Liability Company is governed by Decree-Law No 35 of August 5, 1967 and its amendments and is commonly referred to in Lebanon as S.A.R.L (this is the French equivalent of L.L.C). An S.A.R.L is founded by at least three partners with a maximum of twenty. The partners have a limited liability to the amount of their contribution in the capital of the company.

 

IN BRIEF

  • Minimum initial capital of LBP 5,000,000.
  • May not operate in the fields of insurance, banking, finance and organized freight.
  • No restrictions on foreign ownership of parts except for certain restricted sectors.
  • Is managed by a manager or managers.
  • May not issue ‘negotiable instruments’.
  • Transfer of parts is subject to stamp duties and taxation.
  • The company must appoint a lawyer with yearly retainer fees.
  • A limited liability company is required to appoint an auditor only if the number of partners exceeds 20, the capital amount equals 30 million LBP, or a partner or partners representing 1/5 of the capital at least ask for the appointment of an auditor.

 

For more information, click here.

HOLDING COMPANY

A Holding Company is a special type of Joint Stock Company (enacted by Decree Law No 45 of June 24, 1983, and its amendments) that has a limited object and benefits from special tax treatment and other provisions.

 

IN BRIEF

  • Minimum initial capital is LBP 30,000,000 or its equivalent in US Dollars.
  • The capital and the financial statements can be held in a recognized foreign currency.
  • Minimum number of shareholders is 3.
  • Board of Directors can be entirely constituted of non-Lebanese.
  • The Chairman - General Manager is exempted from work permits if he does not reside in Lebanon.
  • Exempted from taxes on profits and distribution of dividends.
  • Transfer of shares is not subject to stamp duties and taxation  except in certain cases.The company must appoint a lawyer with yearly retainer fees.
  • The Holding must appoint one auditor.

For more information, click here.

OFFSHORE COMPANY

An Offshore Company is a special type of Joint Stock Company (enacted by Decree Law No 46 of June 24, 1983, and its amendments) designed to be constituted in Lebanon but which operates only in the Lebanese free zone and/or outside the Lebanese territory.

 

IN BRIEF

  • Minimum initial capital is LBP 30,000,000 or its equivalent in US Dollars.
  • The capital and the financial statements can be held in a recognized foreign currency.
  • Minimum number of shareholders is 3.
  • Operates in the Lebanese free zones or abroad, but is constituted in Lebanon.
  • No restriction on foreign ownership of shares.
  • No restriction on foreign board membership.
  • The Chairman -General Manager is exempted from work permits if he does not reside in Lebanon. Foreign employees are exempted from work permits provided the total annual balance sheet of the company is not less than one billion Lebanese pounds.
  • Exempted from taxes on profits and distribution of dividends.
  • Transfer of shares is not subject to stamp duties and taxation.
  • The appointment of a lawyer is compulsory if the capital exceeds LBP 50 million.
  • The Offshore must appoint one auditor. 

 For more information, click here.

BRANCH/REPRESENTATIVE OFFICE OF A FOREIGN COMPANY

Foreign company can operate in Lebanon through a branch office and do promotion activities through a representative office. 

 

IN BRIEF

  • The Branch must have the same object as the mother company, and can engage in regular trade activities.
  • The Branch must appoint a lawyer on a yearly retainer basis.
  • The Representative Office is restricted and limited to the promotion of the head office’s services and products.

For more information, click here.

Get in Touch
Lazarieh Tower, 4th Floor, Emir Bechir Street, Riad El-Solh Beirut, Lebanon,P.O.Box 113-7251
Phone
+961 1 983306/7/8 Ext:286
Fax
+961 1 981302
Choose your business structure