Lebanon Company Formation & Entity Choice

Common entity types

• Overview of entity types — The Lebanese Code of Commerce provides for several company forms; the joint-stock company (SAL) and limited-liability company (SARL) are the most common vehicles for business, alongside partnerships and the holding/offshore regimes. (Lebanese Code of Commerce)
• Limited liability company (SARL) — Société à Responsabilité Limitée — members' liability limited to capital contributions (Lebanese Code of Commerce)
• Joint-stock company (SAL) — Société Anonyme Libanaise — shareholding company, minimum 3 shareholders (Lebanese Code of Commerce)
• Holding and Offshore companies — Special SAL regimes governed by Decree-Law No. 45 and No. 46 of 1983 with preferential tax treatment (Decree-Law No. 45 of 1983 (Holding) and No. 46 of 1983 (Offshore))
• Sole proprietorship / partnership — Individual trader or general partnership taxed under personal business-income rules (4%–25%) (Lebanese Code of Commerce)

Minimum capital, formation and compliance

Companies are registered with the Commercial Registry at the relevant court; capital requirements and a Lebanese-lawyer retainer apply to SAL/SARL. Figures should be confirmed against current Commercial Registry fee schedules.

• Minimum share capital — SARL — LL 5,000,000 LBP ((approx — nominal statutory figure; confirm current requirement)) (Lebanese Code of Commerce)
• Minimum share capital — SAL — LL 30,000,000 LBP ((approx — nominal statutory figure; confirm current requirement)) (Lebanese Code of Commerce)
• Minimum shareholders — SAL — 3 shareholders (Lebanese Code of Commerce)
• Registration authority — Commercial Registry at the competent first-instance court (Lebanese Code of Commerce)
• Mandatory lawyer retainer — SAL/SARL must retain a Lebanese lawyer (annual retainer) as a registration condition ((approx — confirm thresholds requiring a retainer)) (Law Regulating the Legal Profession)
• Typical incorporation timeline — Approximately 2 to 4 weeks ((approx — confirm current timeline)) (IDAL — Doing Business in Lebanon)
• Core annual compliance — Audited financial statements, annual income tax return, payroll declarations, quarterly VAT returns (if registered), and NSSF declarations (Income Tax Law (Decree-Law No. 144 of 1959))
• Statutory auditor — SAL must appoint a statutory auditor; SARL above thresholds also require one ((approx — confirm SARL audit thresholds)) (Lebanese Code of Commerce)