This series on registration and incorporation in Lebanon comes to Wamda courtesy of Michel Ghanem of Khalaf Law Firm and Lebanon Offshore, both of which offer preferred rates to WamdaCard members.

Below is a description of the criteria for registering an LLC in Lebanon. For more on different types of registration, see our complete list on How to Register a Company in Lebanon. 

Limited Liability Companies (Société à responsabilité limitée ou s.a.r.l) are governed by Decree-Law No. 35, dated 5 August 1967, as an annex to the Code of Commerce, Book II, and Section VII. Limited Liability Companies are a hybrid type of companies, as they enclose characteristics, intuitu persone and intuitu pecuniae, i.e., the personal and financial characteristics of each partner.

Purpose of the Company:

Limited Liability Companies can engage in any kind of business in Lebanon. However, certain types of business such as insurance, capitalization, savings, regular air transport, banking and capital investment operations for the account of third parties, require the incorporation of a joint stock company. Therefore, the above mentioned types of activities can not be conducted by a Limited Liability Company.

Name:

The name of the company is established either by designating its purpose or by adopting a common style that includes the name of one or several partners. Any deeds, advertisements, publications, or any instruments issued by a Limited Liability Company must clearly indicate, next to the name of the Company, the words “Limited Liability Company” together with the indication of its registered capital.

Any breach of the above mentioned provisions is sanctioned by a fine ranging between one hundred thousand (LBP 100,000) and three hundred thousand (LBP 300,000) Lebanese Pounds. If such violation resulted in misleading any third party as to the form of the Company, the provisions governing partnerships (sociétés en commandite) may be applied to determine the partners’ obligations.

Capital and partners' contribution:

Minimum of three (3) partners of any nationality is required for the formation of a Limited Liability Company provided however that the foreign partners obtain work and residency permits prior to engage in such Company.

The minimum capital required is five million Lebanese Pounds (LBP 5.000.000) that shall be divided into equal parts (quotas). The contribution of the partners to the Company’s capital can either be in cash, movable properties, or real estate. The Company is not duly incorporated before all parts or quotas are completely distributed among the partners and the amount of capital is entirely paid-up and deposited in an accredited bank.

Management:

The management of the Company may be entrusted to one or several managers. There is no obligation for managers to be partners, provided they are physical persons. The managers are designated by the Company's Articles of Incorporation or by subsequent deeds or assemblies' resolution for a limited or unlimited period of time.

Legal obligations of Limited Liability Companies:

Limited Liability Companies are subject to the following obligations:

• The company should designate a lawyer and name him to the Commercial Registry. The Company’s Articles of Incorporation must be notarized or signed before the clerk of the commercial registry where they are filed.

• The Company may designate one or several auditors. Such nomination shall be mandatory if:

  1. The number of partners exceeds twenty (20).

  2. The Company’s capital exceeds thirty million Lebanese Pounds (LBP 30.000.000).
      
  3. A request is made by one or more partners representing at least 20% of the capital.
      
• The Company should keep its books and accounts, and pay its taxes, in accordance with Lebanese Laws.

Taxation:

Limited Liability Companies are taxed at a flat rate of 15% on generated net profits.

PREREQUISITES:

2. Conditions related to the Capital:

• The capital must be deposited in Lebanese Pounds.

3. Incorporation documents attached to the Articles of Incorporation:

• Request for Incorporation comprising the names of the Partners, the corporate purpose, the name of the General Manager and the Signatory Powers.

• Commercial circular.

• Incorporation certificate.

• Appointment of a lawyer to act as the legal counsel of the Company.

  Required Documents:

  1. Copy of the bank deposit of the Capital.
  2. Copies of the identity cards of the Partners.
  3. The Lease Agreement or the title deed.

4. If one of the partners is a moral person (a company), the following documents shall be provided:

• Articles of Incorporation of such company.

• Certificate of Registration of such company.

• Certificate of Signatory Power of such company (i.e. a document empowering a person

  to sign on its behalf).

• Minutes of Meeting of the General Assembly of such company empowering it to participate and own equity in the Limited Liability Company, and appointing one person to sign on its behalf and duly represent it.

If such company is foreign, all the above mentioned documents should be certified at the Commercial Registry of its country of origin, by its Ministry of Foreign Affairs, and most importantly by the Lebanese Consulate.

Fees:

• Incorporation Fees: US$ 1,500.

• Legal fees for processing incorporation: US$ 2,000.

Required Period of Registration:

24 hours as of the signature of the required documents in front of a Notary Public and the deposit of the Capital in the abovementioned a bank account.

Signature of the Company's Documents:

24 hours as of the date of obtaining all aforementioned documents.