Practice guide

The general partnership in practice

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

At a glance

Legal basis

The Code of Commerce governs the general partnership directly (Com. Code, arts. 46 to 76). The Code of Obligations and Contracts applies to the company contract and fills any gaps where the Code of Commerce is silent (Com. Code, art. 42). The Tax Procedures Law 44/2008 governs tax registration, accounting records, and beneficial owner declarations.

Before you draft

Founder capacity. You must verify the capacity of the founders. A partnership cannot be formed between a father and a son still under paternal authority (COC, art. 846). It cannot be formed between a tutor and a minor until the minor reaches majority and the tutor's final guardianship account is approved (COC, art. 846). A guardian of an incapacitated person cannot form a partnership with that person (COC, art. 846). An administrator of a religious institution cannot form one with the person whose property they manage (COC, art. 846). Every partner in a general partnership acquires the legal status of a merchant, and the company's bankruptcy causes the personal bankruptcy of every partner (Com. Code, art. 53).

Corporate object. You must draft a lawful corporate object. A company is void if its object is contrary to morals, public order or the law (COC, art. 847). It is also void if its object consists of things that are not treated as property among people (COC, art. 847). The partners can contribute cash, movable or immovable property, intangible rights, or their industry and commercial credit (COC, arts. 849 and 850).

Firm name. You must choose a compliant firm name. The firm name must consist of the names of all partners, or the names of some partners followed by the words "and partners" (وشركاؤهم) (Com. Code, art. 54). The firm name must always match the current composition of the partnership (Com. Code, art. 54). Any non-partner who knowingly allows their name in the firm name becomes liable for the company's debts to anyone deceived by it (Com. Code, art. 54). In practice, the registry rejects names that lack distinctiveness or confuse the public.

Registered office. You must secure evidence of the registered office. The company must have a principal center in Lebanon (Com. Code, art. 43). You must provide a lease agreement, a title deed, or another legal document justifying the occupation of the center (Com. Code, art. 26).

Beneficial owner. You must identify the ultimate beneficial owner. The law requires you to declare the identity of the economic right owner (صاحب الحق الاقتصادي) at registration (Com. Code, art. 26). In practice, this is any natural person owning or controlling 25 percent or more of the entity.

Formation, step by step

1. Draft and sign the articles. You must draft a written company contract (Com. Code, art. 43). You can use an official deed or a private deed (Com. Code, art. 47). If you use a private deed, you must draft as many original copies as there are partners (Com. Code, art. 47). In practice, a notary public certifies the signatures on the articles.
2. Deposit the capital. Each partner must deliver their contribution, whether cash, property or industry, on the date agreed, or immediately after signing if no date is set (COC, art. 857). If a partner is late, the other partners may ask the court to exclude them (COC, art. 857). They may instead ask the court to compel performance (COC, art. 857). They may claim damages either way (COC, art. 857). In practice, you deposit the funds in a bank account in the name of the company under incorporation, and the bank issues a certificate.
3. Deposit the deed at the court. You must deposit a copy of the formation deed at the registry of the Court of First Instance in the district of the company's center (Com. Code, art. 48). You must complete this within the month the company is formed (Com. Code, art. 48).
4. Register in the Commercial Registry. The legal representative must request registration in the Commercial Registry within the month following formation (Com. Code, art. 26). You must submit two copies of the summary, signed and stamped (Com. Code, art. 26). The summary must contain the partners' details, the capital, the managers, the beneficial owner, and proof of the registered office (Com. Code, art. 26).
5. You are liable for pre-registration acts. The founders remain personally and jointly liable for acts done in the name of the company before it acquires legal personality (Com. Code, art. 45). This liability ends if the company assumes these acts after formation (Com. Code, art. 45).

Formation documents

After registration

You must notify the tax administration within two months of starting business and submit a registration request (TPL, art. 32). You must also declare the beneficial owner to the tax administration (TPL, art. 32). The tax administration will issue a single tax identification number for all taxes and duties (TPL, art. 34).

You must register for value added tax if the company meets the mandatory threshold. You must submit the VAT registration request within two months of the end of the quarter in which the conditions are met (TPL, art. 32).

You must register every employee with the tax administration. You must submit a registration request for each employee within three months of them starting work (TPL, art. 32). You must also register the company and its employees with the National Social Security Fund (Practice).

Confirm whether a retained lawyer is needed. Article 62 of the Bar Law applies only to the SAL and to capital companies (Bar Law, art. 62). This includes the SARL if it has a paid-up capital of LBP 1,000,000 or more (Bar Law, art. 62). A general partnership is a partnership of persons, not a capital company, so article 62 does not cover it by its own terms (Bar Law, art. 62). In practice, registries have applied the retainer requirement to general partnerships too. They make it a condition for registration. You must confirm the current practice with the registry before filing.

You must update the company stationery. The company must state the place of its registration and its registry number on all correspondence, invoices, order notes, tariffs, and printed materials (Com. Code, art. 36).

Keep a register of beneficial owners and update it as changes occur (TPL, art. 29). For each owner it records the full name, nationality, date of birth, and home and correspondence addresses (TPL, art. 29). It also records the identity or passport number, tax residence, tax number, and share (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).

Governance

All partners have the right to manage the business unless the articles appoint one or more managers (Com. Code, art. 56). Managers can be partners or non-partners (Com. Code, art. 56). If the articles appoint a manager, that manager can be removed only for just cause and by unanimous vote (COC, art. 891). The articles may instead give this right to a majority, or say the manager can be removed like an ordinary agent (COC, art. 891). If a manager is not appointed in the articles, they can be removed by the same majority required for their appointment (COC, art. 892).

Managers can perform all acts necessary to run the business regularly, unless their power is limited by the articles (Com. Code, art. 58). The company is bound by the managers' acts when they act within their authority and sign under the firm name. This holds even if they act for personal interest, as long as the third party is in good faith (Com. Code, art. 62). Managers cannot contract with the company for their own account, or compete with it, without a special authorization from the partners renewed each year (Com. Code, arts. 59 and 60). This does not cover ordinary contracts for transactions the company carries out with its customers (Com. Code, art. 59).

If the articles state that decisions are taken by majority, this means a numerical majority of partners in case of doubt (COC, art. 882). If partners split evenly on an ordinary majority vote, the dissenting side prevails (COC, art. 882). However, unanimity is always required to amend the articles, dispose of common property without consideration, or perform acts outside the corporate object (COC, art. 887). No clause may let the managers or a majority take a decision requiring unanimity without consulting the other partners first. Any such clause is void, and every partner, even a non-managing one, can take part in that discussion (COC, art. 887). Non-managing partners have the right to request an account of the administration at any time and to inspect the company's books and papers (COC, art. 889). This right is personal, so it cannot be exercised through an agent except for an incapacitated partner's legal representative, and any contrary clause is void (COC, art. 889).

Annual cycle

If capital is impaired, the company must rebuild it from later profits (COC, art. 897). It cannot distribute any profit to partners until capital is fully restored (COC, art. 897). The partners can avoid this only if they agree to lower the capital to the amount actually on hand (COC, art. 897).

The general partnership's profits follow the progressive income tax schedule, not the 17 percent capital company rate (Law 10/2022, art. 28). In practice, the Ministry of Finance assesses the tax at partner level. The partnership files an annual return of its results. Each partner declares their share in their own return.

Changes during the company's life

Transfer of shares

Transferring a partner's share in the company's profits needs the unanimous consent of the other partners and the publication formalities, unless the articles allow it (Com. Code, art. 55). Separately, a partner may assign to a third party only the economic rights attached to their share, without needing consent or publication (Com. Code, art. 55). That assignment binds only the partner and the third party, and creates no legal bond with the company (Com. Code, art. 55). You must register the change of partners in the Commercial Registry (Com. Code, art. 27).

• Minutes of the partners' meeting approving the transfer.
• Transfer agreement signed by both parties.
• Amended articles of association.
• Updated beneficial owner declaration.

Change of managers

You must remove a manager according to the method used to appoint them (Com. Code, art. 57). A wrongful removal opens a claim for damages under the conditions in article 822 of the Code of Obligations and Contracts (Com. Code, art. 57). If you replace a statutory manager with a new manager, you must publish this replacement (Com. Code, art. 57). You must register the new manager's name, birth details, and nationality in the Commercial Registry (Com. Code, art. 27). The legal representative must file the request at the time registration becomes mandatory (Com. Code, art. 27).

• Minutes of the partners' meeting appointing the new manager.
• Identity card or passport copy of the new manager.
• Amended articles of association (if the manager was named in the articles).

Amendment of the articles

Any amendment to the articles of association requires the unanimous consent of the partners (COC, art. 887). You must deposit a new copy of the amended deed at the court registry (Com. Code, art. 50). You must also register the amendment in the Commercial Registry if it contains details that concern third parties (Com. Code, art. 50). Failing to publish a later amendment only makes that amendment unenforceable against third parties. It does not void the company (Com. Code, art. 51).

• Minutes of the partners' meeting approving the amendment.
• Amended articles of association.

Conversion to another form

Converting the company to another form amends the articles, so it needs the partners' unanimous consent (COC, art. 887). Amending the form of the company does not create a new legal personality (Com. Code, art. 45). The company continues with the same legal personality it had before the conversion (Com. Code, art. 45). This amendment binds third parties only once you register it in the Commercial Registry. It also needs one month to pass after publication in the Official Gazette and a local daily newspaper (Com. Code, art. 45). In practice, converting a general partnership into a company with limited liability, such as a SARL or SAL, ends the partners' unlimited personal liability (Practice). This applies to debts contracted after the conversion is registered (Practice).

• Minutes of the partners' meeting approving the conversion.
• New articles of association matching the new form.
• Updated beneficial owner declaration.

Dissolution and liquidation

The company dissolves upon the expiry of its term, the completion of its object, or the unanimous agreement of the partners (COC, art. 910). It also dissolves if the company's property, or a substantial part of it, is lost so that continuing useful operation becomes impossible (COC, art. 910). A general partnership also dissolves upon the incapacity or bankruptcy of a partner (Com. Code, art. 65). It dissolves upon the will of one partner to withdraw if the company has an unlimited duration (Com. Code, art. 65). This withdrawal must not harm the company's legitimate interests in the circumstances in which it occurs (Com. Code, art. 65). Unless the articles say otherwise, the death of a partner does not dissolve the company. It continues among the surviving partners. The deceased partner may leave a spouse or descendants who inherit their rights (Com. Code, art. 66). The company then continues with them instead (Com. Code, art. 66). They hold the status of limited partners (Com. Code, art. 66). The surviving partners can unanimously continue the company without the partner who withdrew, lost capacity, or went bankrupt (Com. Code, art. 65). They must still publish this decision (Com. Code, art. 65). If the partners drop below two, the remaining partner must declare the dissolution. This is due within three months, unless the situation is corrected (Com. Code, art. 42). After that period, the court can dissolve the company on request of any interested party (Com. Code, art. 42).

1. Appoint a liquidator. If the articles have not already named a liquidator, all partners may carry out the liquidation together, or appoint one liquidator unanimously (COC, art. 923). If the partners cannot agree on a liquidator, any partner may ask the court to appoint one (COC, art. 923). A partner may also ask the court if there is good reason not to use the person the articles name (COC, art. 923). You must publish the appointment of the liquidator (Com. Code, art. 71).
2. Add liquidation status. You must state that the company is "under liquidation" on all documents issued by the dissolved company (COC, art. 925).
3. Draw up the inventory. The liquidator and the managers must draw up an inventory and a balance sheet as soon as the liquidator takes office (COC, art. 927).
4. Realise assets and pay debts. The liquidator collects debts, pays creditors, and sells assets (Com. Code, art. 73). The liquidator cannot continue the business or sell the business as a whole without special authorization from the partners (Com. Code, art. 73). If company funds do not cover its debts, the liquidator must call on the partners for the funds needed (COC, art. 930). Partners in a general partnership are liable for its debts by the nature of the company (COC, art. 930).
5. Notify the tax authorities. You must notify the tax administration of the final cessation of business within two months (TPL, art. 33).
6. Strike off the company. After liquidation, the judge orders the company struck off the Commercial Registry (Com. Code, art. 30). In practice, you must obtain tax and social security clearances before the registry will complete the strike-off (Practice). The social security clearance is waived in cases of merger (Practice).

Creditors' claims against the partners or their heirs expire five years after the dissolution of the company or the withdrawal of a partner (Com. Code, art. 76). This limitation period starts from the day publication is completed (Com. Code, art. 76).

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. It also covers one that stopped with no assets and no employees (Decision 208/2020, art. 2). It must owe nothing to third parties and have paid all taxes and NSSF dues (Decision 208/2020, art. 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 deposit the founding deed at the court or to register the company in the Commercial Registry makes the company void (Com. Code, art. 51). This failure leaves the partners jointly liable to third parties for any resulting damage (Com. Code, art. 51).
• Failing to publish a later amendment only makes that amendment unenforceable against third parties. It does not void the company (Com. Code, art. 51).
• Suing a partner for a company debt without first sending the company formal demand for payment is procedurally defective (Com. Code, art. 63).
• If the company is declared bankrupt, every partner is personally declared bankrupt too (Com. Code, art. 53).
• Including a non-partner's name in the firm name with their knowledge makes them personally liable for the company's debts to anyone deceived by it (Com. Code, art. 54).
• Failing to properly legalize foreign powers of attorney through full consular legalization will get your file rejected, because Lebanon does not apply the Apostille convention (Practice).
• Proposing a company name that lacks distinctiveness or confuses the public with an existing entity will lead to rejection by the registry (Practice).
• Failing to declare the ultimate beneficial owner at registration or failing to update it annually will breach tax and registry rules (Com. Code, art. 26 and TPL, art. 32).

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
• Code of Obligations and Contracts of 9 March 1932, 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
• Budget Law No. 10 of 15 November 2022
• 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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