Practice guide

Foreign branches and representative offices

By Gracia Hobeich, lawyer, Beirut Bar Association Updated 29 September 2026

At a glance

Legal basis

A foreign joint stock company or partnership limited by shares must declare its branch. It submits this declaration to the Ministry of Economy and Trade before opening. It must also appoint an agent (Arrêté 96/1926, art. 1). Article 29 of the Code of Commerce excludes those two company types from its trade-register duty. It makes every other foreign commercial company register its branch before opening (Com. Code, art. 29). In practice, the Ministry registers branches and representative offices of foreign companies generally, followed by the commercial registry. Confirm with the Ministry how it treats a parent of another form. Arrêté 96/1926 does not use the term representative office, so present the representative office's limits as Ministry practice. The Tax Procedures Law governs the branch's tax registration, accounting records, and beneficial owner disclosures (TPL, arts. 29 and 32). A branch is legally distinct from a commercial agency. A commercial agency is an independent Lebanese agent negotiating sales for a foreign principal under a separate regime (DL 34/1967, art. 1).

Before you draft

You must determine whether the client needs a branch or a representative office. A branch can engage in any business activity listed in the parent company's articles. A representative office acts strictly as a cost centre. It cannot engage in trade or generate revenue in practice. It acts only as an administrative or marketing interface.

Do not confuse a branch with a commercial agency. A commercial agent is an independent professional who negotiates sales for foreign producers. The agent must be a Lebanese national or a majority-Lebanese company unless the agent's home country gives the same treatment to Lebanese agents (DL 34/1967, art. 1). The agent can claim compensation if the principal terminates the contract without a legitimate cause (DL 34/1967, art. 4).

Lebanon is not a party to the Hague Apostille Convention. You must route all foreign corporate documents through full consular legalisation in practice. This involves the home country's foreign ministry, the Lebanese embassy, and the Lebanese Ministry of Foreign Affairs.

You must have all legalised foreign documents translated into Arabic by a sworn translator. The Lebanese Ministry of Justice must then certify this translation in practice. The tax administration can also demand an Arabic translation of any foreign-language accounting records at the taxpayer's expense (TPL, art. 31).

Formation, step by step

1. Prepare the parent company documents. The foreign parent issues a resolution to open the branch and appoint the manager. You must obtain the parent's articles of association and certificate of incorporation. The board of directors must certify the articles as true copies (Arrêté 96/1926, art. 1).
2. Legalise and translate the documents. You route the documents through the home country authorities and the Lebanese embassy. You then authenticate them at the Lebanese Ministry of Foreign Affairs and obtain a certified Arabic translation in practice.
3. File at the Ministry of Economy and Trade. You submit the declaration and the parent company documents to the Ministry of Economy and Trade. You pay a fee of 1,200 USD cash (Arrêté 96/1926, art. 2). The Ministry issues an acknowledgment receipt within two months (Arrêté 96/1926, art. 2).
4. Retain a lawyer. If the parent company is a capital company with a paid-up capital of at least 1,000,000 LBP, you must permanently retain a lawyer (Bar Law, art. 62). One lawyer may not hold this yearly retainer for more than five companies at a time (Bar Law, art. 63). A branch in North Lebanon requires a lawyer registered with the Tripoli Bar (Bar Law, art. 62).
5. Register at the Commercial Registry. You file the Ministry acknowledgment, the translated documents, and the manager's declaration at the Commercial Registry where the branch is located. The registry will not register the branch unless you first prove that a lawyer has been retained (Bar Law, art. 62). You must file this declaration before the branch opens, since the client is a company (Com. Code, art. 29). Article 29 excludes a joint stock company and a partnership limited by shares from this Commercial Registry duty, because Arrêté 96/1926 governs them instead. In practice, these branches are still registered at the Commercial Registry after the Ministry step. Only an individual foreign trader gets one month after opening instead (Com. Code, art. 28). The declaration must include the parent's name, object, branch locations, and authorized signatories (Com. Code, art. 24).

Formation documents

After registration

You must submit a request to commence activity to the Ministry of Finance within two months of starting work (TPL, art. 32). You must also declare the beneficial owner of the activity (TPL, art. 32). Keep a register of beneficial owners and update it as changes occur (TPL, art. 29). The register records each owner's full name, nationality, date of birth, and share. It also lists their home and correspondence addresses, identity or passport number, and tax residence. It must include their tax number (TPL, art. 29). Keep the documents that show who owns and controls the business for ten years, even after someone stops being a beneficial owner (TPL, art. 29).

A branch pays corporate income tax at 17% on real profits in practice. A representative office is exempt from income tax and VAT but remains subject to payroll tax for its employees in practice. You must issue invoices for all operations. You must submit quarterly electronic lists of these invoices to the Ministry of Finance. Do this within 15 days of the quarter's end (TPL, art. 30).

You must register any employees with the tax authority within three months of them starting work (TPL, art. 32). In practice, you must also register the branch and its employees with the National Social Security Fund within one month.

Every capital company with a paid-up capital of at least 1,000,000 LBP operating in Lebanon must permanently retain a lawyer (Bar Law, art. 62). One lawyer may not hold this yearly retainer for more than five companies at a time (Bar Law, art. 63). You must inform the Bar Association of this appointment to avoid disciplinary action (Bar Law, art. 62).

The branch must state its registration place and number on all correspondence, invoices, order notes, and printed materials (Com. Code, art. 36). You must also use the tax registration number on all issued documents (TPL, art. 34).

You must open a bank account for the branch. The manager uses the legalised power of attorney to manage the account in practice.

Governance

The branch is managed by a representative or manager appointed by the parent company. This manager has the right to execute all acts related to the branch's activities and represent the company before the courts (Arrêté 96/1926, art. 1). The parent company defines the exact scope of the manager's powers in the power of attorney. There is no local board of directors or general assembly. A person who executes operations for an unregistered foreign company can face personal liability. This applies where the unregistered company is a joint stock company, a partnership limited by shares or a foreign insurance company. It applies once the company has already been fined under this article and still keeps its branch running without filing the required papers (Arrêté 96/1926, art. 16).

Annual cycle

This duty applies only where the foreign company's main business is financial, such as a bank or an insurer (Arrêté 96/1926, art. 7). A resident company must report capital changes and changes to its shareholders and beneficial owners. A foreign company does not have to report these changes in its annual notice (TPL, art. 32). You must keep journals, a ledger, a payroll register, and an inventory (TPL, art. 29). You must retain these accounting records for ten years (TPL, art. 30).

Changes during the company's life

Change of branch manager

The parent company must issue a new resolution replacing the manager and granting a new power of attorney. You must legalise and translate these documents following the same chain as incorporation. You must declare the new manager to the Ministry of Economy and Trade and register the change at the Commercial Registry (Com. Code, art. 29). The change has no effect against third parties until declared (Arrêté 96/1926, art. 3). You must request this registration within one month of the parent company's decision (Com. Code, art. 31).

• Parent company resolution appointing the new manager.
• New power of attorney.
• Manager's identification.

Amendment of parent company articles or capital

Any amendment to the parent company's articles of association or any increase or decrease in its capital requires a filing in Lebanon. You must declare these changes to the Ministry of Economy and Trade (Arrêté 96/1926, art. 3). You must also register the amendments at the Commercial Registry (Com. Code, art. 29). Article 28 covers an individual foreign trader with a head office abroad. Article 29 requires a company to register every change concerning matters that must be registered. The company cannot rely on these changes against third parties until the declaration is made (Arrêté 96/1926, art. 3). A merger of the parent company, or a declaration of its bankruptcy, must also be notified to the Ministry of Economy and Trade (Arrêté 96/1926, art. 3). The company cannot rely on the merger or the bankruptcy against third parties until it gives this notice (Arrêté 96/1926, art. 3).

• Parent company resolution approving the amendment.
• Updated articles of association.

Dissolution and liquidation

The parent company can voluntarily close the branch or representative office. The parent issues a resolution to dissolve the branch. Confirm with the registry whether it also requires a liquidator to be appointed for the branch itself. If the parent company itself is dissolved, you must strike the branch from the Commercial Registry (Com. Code, art. 30). You must notify the tax authority of the final cessation of work within two months (TPL, art. 33). Notifying the final cessation of work does not end the branch's liability for taxes owed for its period of operation. That liability continues even if the tax authority assesses those taxes after the cessation (TPL, art. 33).

1. Obtain parent resolution. The parent company resolves to close the branch and legalises the decision.
2. Translate the decision. You obtain a sworn Arabic translation certified by the Ministry of Justice.
3. File at the Ministry of Economy and Trade. You submit an amendment or strike-off request to the Companies Department in practice.
4. Obtain clearances. You secure a tax clearance and a social security clearance valid for dissolution in practice.
5. Strike off at the Commercial Registry. You file the clearances and the final liquidation report to strike the branch from the register. The judge orders the strike-off, and you publish it in the Official Gazette and two local papers in practice.

Dormant companies can also be struck off by the Ministry of Finance without a liquidation (Decision 208/2020, art. 2). This covers a company that never operated or one that stopped with no assets and no employees. The company must owe nothing to third parties. It must also have paid all taxes and NSSF dues (Decision 208/2020, arts. 2 and 3). The Ministry prepares and publishes the list within three months of the start of every year (Decision 208/2020, arts. 4 and 7). The company, public bodies and creditors may object to the Ministry within three months of the last publication (Decision 208/2020, art. 5). A company that does not object is struck from the tax rolls, the registers and the NSSF (Decision 208/2020, art. 6). Check the Ministry's list before filing anything for a dormant client company.

Pitfalls

• Failing to complete the full consular legalisation chain will cause the registry to reject your foreign documents in practice.
• Failing to state the Commercial Registry place and number on company correspondence and invoices carries a fine of 50 to 1,000 LBP (Com. Code, art. 37).
• A false statement made in bad faith to the registry carries a fine of 250 to 5,000 LBP. The penalty also includes imprisonment of one to six months. The judge may impose only one of these two penalties (Com. Code, art. 38).
• Delaying the initial declaration to the Ministry of Economy and Trade incurs a fine of 1 to 2 LBP per day. Delaying an amendment declaration or a financial company's yearly filing under article 7 incurs a fine of 0.5 to 1 LBP per day (Arrêté 96/1926, art. 16). These fines run only after the public prosecution serves a warning, and the court imposes them on the prosecution's request (Arrêté 96/1926, art. 16).
• A joint-stock company or a partnership limited by shares cannot sue before the Lebanese courts unless it has complied with articles 1 to 9 (Arrêté 96/1926, art. 16).
• A person who executes operations for an unregistered foreign company can face personal liability. This applies where the unregistered company is a joint stock company, a partnership limited by shares or a foreign insurance company. It applies once the company has already been fined under this article and still keeps its branch running without filing the required papers (Arrêté 96/1926, art. 16).

Questions lawyers ask

Sources

• Code of Commerce, Legislative Decree No. 304 of 24 December 1942, as amended, notably by Law No. 126 of 29 March 2019
• High Commissioner's Arrêté No. 96 of 1926 on foreign companies, as amended
• Legislative Decree No. 34 of 5 August 1967 on commercial representation, as amended
• Law No. 8 of 11 March 1970 on the organisation of the legal profession, as amended
• Tax Procedures Law No. 44 of 11 November 2008, as amended
• Decision No. 208 of 15 June 2020 of the Ministers of Finance and Justice on striking off dormant companies

Statutory text as published by the Lebanese University Centre for Research and Studies in Legal Informatics, read in Arabic. Citations give the article as amended to date. Registry and tax office practice changes without notice, so confirm the desk’s current requirements before filing.

General information, not legal advice. Current as at 29 September 2026.

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