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 a joint stock company in Lebanon. For more on different types of registration, see our complete list on How to Register a Company in Lebanon. 

---

Joint Stock Companies (Société Anonyme Libanaise or s.a.l.) are governed by Articles 77 to 225 of the Code of Commerce. Joint stock companies are characterized by their intuitus pecuniare nature, as it is an association of funds. The company cannot be identified by a style or name of any of its shareholders. 

In order to be considered as Lebanese companies, Joint-Stock Companies established in Lebanon should have their head offices in Lebanon.

Purpose of a Joint-Stock Company

There are no restrictions concerning the corporate purpose of a Joint Stock Company provided that such purpose is in compliance with Lebanese Public Order and the laws and regulations in force. For the undertaking of certain types of business such as insurance, capitalization, savings, regular air transport, banking and capital investment operations for the account of third parties, the law requires the incorporation of a Joint Stock Company.

Joint Stock Companies may issue shares, bonds, as well as bonds convertible into shares. However, they may not issue founder-shares granting the founders the right to share the profits without previous contribution to the capital of the Joint Stock Company.

Capital and shareholder's contribution

The Joint Stock Company is formed by a minimum of three (3) shareholders who subscribe to the shares and are held responsible for the Company's losses and liabilities only to the extent of their contributions to the capital.

The minimum capital required is thirty million Lebanese pounds (LBP 30.000.000). The shareholders' contribution can either be in cash, movable properties, or real estate.

It is also permissible, and on corporation to deposit only up to twenty five percent (25%) of the company's capital, while assigning to the Board of Directors the task to call on shareholders for completing the payment for all issued stocks. Shares cannot be transferred unless fully paid-up and made outstanding.

There are no restrictions in foreign ownership of equity participation in such companies.

Management

The Board of Directors is formed by a minimum of three (3) and a maximum of twelve (12) members among the shareholders. The majority of the Board Members must hold the Lebanese nationality. The Board must designate one of its members as Chairman, who could also be the general manager of the company. The members of the board of directors shall be elected during a general assembly of the shareholders; however, the first members of the board of directors may be appointed by virtue of the Articles of Incorporation.

Legal Obligations of Joint-Stock Companies

Joint-Stock Companies are subject to the following obligations:

1) They have to designate at least one resident Lebanese auditor and one Lebanese lawyer.

2) They need to keep their account records and prepare annual financial statements and submit declarations with payment of due tax to the tax authorities according to Lebanese Laws.

3) They must be registered at the Central Commercial Registrar in accordance to the Code of Commerce.

Taxation

Joint Stock Companies are taxed at a rate of 15% on generated net profits and 10% on distribution of dividends (Capital Gain Tax).

Prerequisites

1) The Articles of Incorporation must include the following statements:

• Corporate Name (in Arabic and English).
• Corporate purpose.
• Address of the Head Office (with the Lease contract or the Title deed)
• Capital amount of no less than thirty million Lebanese Pounds (LBP 30.000.000).
• Term of the Company.
• Required Quorum and Majority for the decisions of the Ordinary and Extraordinary Assemblies.
• Appointment of the Chairman.
• Signatory Powers.
• Type of shares (Nominative or to bearer shares).

2) Conditions related to the Capital:

• No less than the one-quarter of the value of the Company's shares must be paid up upon subscription, and the General Assembly shall be empowered to request the full payment of the remaining amount.
• The proceeds shall be in Lebanese Pounds and deposited at the bank so designated by the founders for that purpose.

3) Incorporation documents attached to the Articles of Incorporation:

• Minutes of Meeting of the Organizational general Assembly confirming the subscription process and electing the first Board of Directors, unless the members of the first Board of Directors are appointed in the Articles of Incorporation
• Minutes of meeting of the first Board of Directors appointing the Chairman and dividing the charges among the members.
• Request for incorporation comprising the names of the shareholders, the corporate purpose and the name of the authorized signatory.
• Commercial circular.
• Incorporation certificate.
• Appointment of a lawyer to act as the legal counsel of the Company.
• Appointment of one or more auditors.
• A list of the shareholders, the number and the value of the shares owned by each of them.

Required Documents

1) Copy of the bank deposit of the Capital.

2) Copies of the identity cards of the shareholders.

3) The Lease Agreement or the title deed.

4) If the shareholder 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 Company, and appointing one person to sign on behalf it and to represent it in the Board of Directors of the Company.

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

Fees

• Incorporation Fees (USD $2,200).
• Legal fees for processing incorporation (USD $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 bank account.

Signature of the Company's Documents

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