Fast and easy company registration and formation services in Lebanon with the minimum costs. Lebanon offers tempting opportunities when it comes to companies registration and formation. There are no limits to the foreign ownership in Lebanese companies except where stipulated otherwise by law.
Today, company registration in Lebanon has become very easy and fast. Whether you are Lebanese or a foreigner you can benefit from Lebanese companies various advantages and have your business incorporated in no time with a bank account and banking services.
Depending on your project, your business can acquire the suitable form among the categories below:
Limited Liability
Joint Stock
Offshore
Holding
Branch of a Foreign Company / Representative Office
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).
An 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 a 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:
17% tax on corporate profit.
To 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.
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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.
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 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
Company registration 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 companies 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 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 to borrow 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 with 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 partners 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 which 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.
Go ahead and kick-start your new company today with the minimum costs. Company registration in Lebanon with the help of our specialized lawyers is fast and easy. Contact us today.