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:
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 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:
o 15% tax on corporate profit
o 5% tax on profits received from the development or sale of real estate.
A withholding tax at a rate of 10% is levied on all proceeds derived from movable capital assets generated inLebanon. This tax essentially concerns:
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.
A Lebanese Joint Stock Company know 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 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. JSC are taxed 15% tax on corporate profit.
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.
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:
According to the last amendment The added activities permitted to the offshore companies are:
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:
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.
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 :
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 can not 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.
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