Practice guide

The limited partnership in practice

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

At a glance

Legal basis

Code of Commerce Articles 226 to 231 govern the limited partnership directly. Article 231 applies the general partnership rules to the limited partnership for its formation and dissolution (Com. Code, art. 231). Code of Commerce Articles 46 to 76 provide these general partnership rules. Code of Obligations and Contracts Articles 844 to 930 fill the gaps for all companies where the commercial code is silent (Com. Code, art. 42). Tax Procedures Law 44/2008 governs tax registration and beneficial owner disclosures. Bar Law article 62 requires a retained lawyer for joint stock companies and capital companies. This includes the SARL (Bar Law, art. 62). It does not by its terms cover a limited partnership.

Before you draft

A partnership cannot be formed between a father and a son under his parental authority (COC, art. 846). Nor can one be formed between a guardian and a minor, until the minor reaches majority and the guardianship accounts are approved (COC, art. 846). The company must have a lawful object that is not contrary to public order or morals (COC, art. 847). A company whose object involves things outside commerce is void (COC, art. 847).

The firm name (العنوان التجاري) must contain only the names of the general partners (Com. Code, art. 228). You can add the words "and his partners" if there is only one general partner (Com. Code, art. 228). A limited partner who allows their name in the firm name becomes jointly liable to third parties in good faith (Com. Code, art. 228).

The company requires at least two persons (Com. Code, art. 46). The number of partners might fall below the legal minimum. If so, the remaining partners must declare the company dissolved within three months unless they correct the situation (Com. Code, art. 42). The court can declare the company dissolved upon the request of any interested party after this three-month period (Com. Code, art. 42).

The company must have its head office in Lebanon (Com. Code, art. 43). You need proof of the right to occupy the premises, such as a lease agreement or title deed, for the registration file (Com. Code, art. 26). In practice, the registry accepts a lease registered with the municipality.

You must identify the ultimate economic right holder (صاحب الحق الاقتصادي) before registration (Com. Code, art. 26). This person must be disclosed to the commercial registry and the tax administration (TPL, art. 32). In practice, this means any natural person controlling 25 percent or more of the entity.

Partners can contribute cash, movable or immovable property, intangible rights, or their industry (COC, art. 849). A partner can also contribute their commercial credit (COC, art. 850). If the contribution is property, the partner owes the same warranty against hidden defects and eviction as a seller (COC, art. 859). If the contribution is only the use of property, the partner owes the warranty of a lessor (COC, art. 859). You must specify and value non-cash contributions at their current value on the day they enter the company fund (COC, art. 852).

Formation, step by step

1. Draft the articles of association. You draft the formation deed (الصك التأسيسي) as an official document or a private deed (Com. Code, art. 47). If you use a private deed, you must print as many original copies as there are partners (Com. Code, art. 47). The deed must specify the capital, the partners, and the managers.
2. Certify the signatures. The partners sign the deed, and in practice, a notary public (كاتب العدل) certifies the signatures on the private deed. If a partner uses a proxy, foreign powers of attorney require full consular legalisation because Lebanon does not use the apostille system.
3. Deposit the capital. The partners must deliver their contributions immediately after concluding the contract unless agreed otherwise (COC, art. 857). In practice, you deposit cash contributions into a bank account in the name of the company under incorporation and obtain a bank certificate.
4. File at the court registry. Within one month of formation, submit a copy of the formation deed to the court clerk (Com. Code, arts. 48 and 49). You must also submit an extract of it in two copies, stamped and signed by the applicant (Com. Code, art. 26). The extract must give the company name, object, branches, capital, dates, and form (Com. Code, art. 26). It must also list each partner's identity, the managers and signatories, proof of the head office, and the beneficial owner's identity (Com. Code, art. 26). This filing also registers the company in the commercial register (Com. Code, art. 49).

Formation documents

After registration

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

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, 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).

You must register for value added tax within two months of the end of the quarter in which the mandatory VAT conditions are met (TPL, art. 32). The company must include its tax number on all invoices and documents (TPL, art. 34).

You must register every employee with the tax administration within three months of them starting work (TPL, art. 32). In practice, you must also register the company and the employees with the National Social Security Fund.

The company must print its commercial registry location and registration number on all correspondence, invoices, order notes, tariffs, and publications (Com. Code, art. 36). Failing to do so triggers a fine of fifty to one thousand LBP (Com. Code, art. 37).

In practice, you take the commercial circular and the registration certificate to the bank to release the deposited capital. The managers gain access to the operational bank account.

Governance

General partners manage the company (Com. Code, art. 226). Limited partners cannot interfere in management towards third parties, even with a proxy (Com. Code, art. 230). If a limited partner manages, they become jointly liable for the resulting debts, or all debts if the acts are frequent or grave (Com. Code, art. 230). Giving advice, supervising managers, or authorising acts beyond the managers' powers does not constitute management (Com. Code, art. 230).

All general partners have the right to manage unless the articles appoint one or more specific managers (Com. Code, art. 56). Managers can be non-partners (Com. Code, art. 56). Managers can perform all acts necessary for the regular operation of the business unless restricted by the articles (Com. Code, art. 58). The partners may grant each other a general mandate to act independently. The company is then a fiduciary partnership (شركة تفويض عام) and each partner can perform all administration acts (COC, arts. 878 and 879). If the articles require joint action, the company is a restricted partnership (شركة محدودة) and no partner can act alone without consent, unless urgent (COC, art. 881).

If there are several managers, each can oppose the planned acts of the others (Com. Code, art. 61). The decision is then taken by a majority vote of the managers (Com. Code, art. 61). If the opposition claims the act violates the articles, the court decides (Com. Code, art. 61). Managers are removed in the same way they were appointed (Com. Code, art. 57). Removing a statutory manager requires a unanimous decision and legitimate grounds, such as mismanagement or severe disagreement (COC, art. 891). The articles may instead give this power to a majority, or allow the manager to be removed like an ordinary agent (COC, art. 891). If removed without just cause, they can claim damages (Com. Code, art. 57).

Managers cannot conclude contracts for their own account with the company without special permission from the partners, renewed annually (Com. Code, art. 59). This ban excludes ordinary transactions with customers (Com. Code, art. 59). Managers cannot run a competing business without annual permission (Com. Code, art. 60). Non-managing partners can request an account of the administration at any time, inspect the books, and examine the company papers (COC, art. 889). Any clause denying this right is void (COC, art. 889).

If the articles require a majority, this means a majority by number of partners in case of doubt (COC, art. 882). In a tie, the opponents prevail (COC, art. 882). Unanimity is required to amend the articles, donate company assets, or perform acts outside the corporate object (COC, art. 887).

Annual cycle

You must deduct one-twentieth of the net profits to form a reserve fund until it reaches one-fifth of the capital (COC, art. 897). You must keep accounting records for ten years from the end of the relevant year (TPL, art. 30). The company profits are taxed progressively from 4 percent to 25 percent (Law 10/2022, art. 28). In practice, tax authorities assess this tax on each partner's share of the profits. They do not assess it on the company as a whole. The company files an annual informational return with the tax administration. Each partner then declares their share of the profits and pays the tax.

Changes during the company's life

Transfer of shares or interests

A partner cannot transfer their share in the company to a third party without the consent of all partners, unless the articles explicitly allow it (Com. Code, art. 55). You must publish the transfer (Com. Code, art. 55). A partner can assign the financial benefits of their share to a third party. This only binds the contracting parties and creates no legal link with the company (Com. Code, art. 55). The person replacing the exiting partner assumes all rights and obligations according to the nature of the company (COC, art. 872).

• Minutes of the partners' meeting or unanimous written resolution.
• Amended articles of association.
• Commercial registry declaration forms.
• Identity documents for the new partner.

Change of managers or directors

You remove and appoint managers according to the rules in the articles. If you replace a statutory manager with a new one, you must publish this change (Com. Code, art. 57). You must register the new manager's name, birth details, and nationality at the commercial registry (Com. Code, art. 27). You must request this registration within one month of the act triggering the change (Com. Code, art. 31).

• Minutes of the partners' meeting.
• Commercial registry declaration forms.
• Identity documents for the new manager.

Amendment of the articles

Amending the articles requires the unanimous consent of the partners (COC, art. 887). You must deposit a new copy of the amended articles at the court registry (Com. Code, art. 50). You must also register the amendment at the commercial registry if it contains details that concern third parties (Com. Code, art. 50). Failing to publish the amendments makes them unenforceable against third parties (Com. Code, art. 51).

• Minutes of the partners' meeting.
• Amended articles of association.
• Commercial registry declaration forms.

Change of registered office or name

You must notify the tax administration within the annual declaration deadline of any change to the company name, address, or main activity (TPL, art. 32). You must register these changes at the commercial registry within one month of the act triggering the change (Com. Code, art. 31).

• Minutes of the partners' meeting.
• Amended articles of association.
• Commercial registry declaration forms.
• Proof of the new head office.

Change of beneficial owner

You must notify the tax administration of any change to the beneficial owner or their ownership percentage within the annual declaration deadline (TPL, art. 32). You must also register this change at the commercial registry (Com. Code, art. 27).

• Beneficial owner declaration form.
• Commercial registry declaration forms.

Conversion to another form

Changing the company form does not create a new legal personality (Com. Code, art. 45). The company continues with its existing personality (Com. Code, art. 45). You must register the change at the commercial registry and publish it in the Official Gazette and a local daily newspaper. The change only binds third parties one month after this publication (Com. Code, art. 45). In practice, converting to a general partnership requires unanimous consent because it increases liability.

• Minutes of the partners' meeting.
• New articles of association.
• Commercial registry declaration forms.
• Proof of publication in the Official Gazette and local newspapers.

Merger

The partners approve a merger under the same conditions required to amend the articles. For a limited partnership, amending the articles needs unanimous consent (COC, art. 887). This means a merger also needs unanimous consent (Com. Code, art. 211). The law provides specific tax and fee exemptions for mergers. All procedures and transactions required for a merger between companies are exempt from stamp duty. They are also exempt from conveyance fees, transfer fees, notary fees, and registration fees at every official authority (Com. Code, art. 213 bis 21). The merging companies must pay any taxes assessed before the merger date (Com. Code, art. 213 bis 22). They do not need to present a National Social Security Fund clearance for the merger (Com. Code, art. 213 bis 22).

• Merger agreement.
• Minutes of the partners' meeting approving the merger.
• Commercial registry declaration forms.

Dissolution and liquidation

The company dissolves upon the expiry of its term or the completion of its object (Com. Code, art. 64). It also dissolves if the joint property is destroyed (COC, art. 910). It also dissolves if a large enough part of the property is destroyed that no useful operation remains (COC, art. 910). It also dissolves whenever the partners agree unanimously (COC, art. 910). A partner's withdrawal can also end the company (Com. Code, art. 65). This applies only if the company has an indefinite term (Com. Code, art. 65). It also applies only if the withdrawal does not harm the company's legitimate interests (Com. Code, art. 65). Loss of legal capacity or bankruptcy of a partner can also end the company (Com. Code, art. 65). The other partners may instead decide unanimously to continue the company without that partner, provided they publish the decision (Com. Code, art. 65). If a partner dies, the company continues among the survivors unless the articles say otherwise (Com. Code, art. 66). If the deceased leaves a spouse or a descendant, the company continues with them instead, and they take the position of limited partners (Com. Code, art. 66). The court can dissolve the company for just cause it assesses, such as severe partner disagreements (Com. Code, art. 64). Instead of dissolving the company, the court can exclude a partner who fails to meet their obligations (Com. Code, art. 64). The number of partners might fall below the legal minimum. If so, the court can declare it dissolved after a three-month grace period (Com. Code, art. 42).

1. Decide to dissolve. The articles may already name the liquidator. If not, the partners appoint one unanimously (Com. Code, art. 70). If the partners cannot agree, the court appoints one instead (Com. Code, art. 70).
2. Publish the dissolution. You must publish the dissolution decision in the same manner and timeframe as the formation deed (Com. Code, art. 68). The company retains its legal personality only for the needs of the liquidation (Com. Code, art. 69). You must add "under liquidation" to all company documents (COC, art. 925).
3. Inventory the assets. The liquidator and the managers must draw up an inventory and a balance sheet upon starting the liquidation (Com. Code, art. 72).
4. Realise assets and pay debts. The liquidator collects debts, sells assets, and pays the creditors (Com. Code, art. 73). The liquidator cannot continue the business or sell the business as a whole without special permission from the partners (Com. Code, art. 73). The liquidator can call on the general partners for any shortfall, since their liability for the company's debts has no limit (Com. Code, art. 226). The liquidator can call on a limited partner only for capital that partner still owes (COC, art. 930).
5. Distribute the remainder. After paying debts, the liquidator distributes the remaining assets among the partners according to the articles (Com. Code, art. 75).
6. Strike off the company. You must request the judge supervising the commercial registry to strike the company from the register (Com. Code, art. 30). You must notify the tax administration of the final cessation of business within two months (TPL, art. 33).

In practice, you must obtain tax and social security clearances before the registry will strike off the company. The tax administration has four months to audit the file after you notify them of the cessation (TPL, art. 33). 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 (Decision 208/2020, art. 2). It also covers one that stopped with no assets and no employees (Decision 208/2020, art. 2). It must owe nothing to third parties, having 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. Creditors' claims against the partners prescribe five years after the dissolution or a partner's exit, starting from the completion of publication (Com. Code, art. 76).

Pitfalls

• You must deposit the formation deed at the court and register it. Failing to do so makes the company void and leaves partners jointly liable for damages to third parties (Com. Code, art. 51).
• Allowing a limited partner's name in the firm name makes them jointly liable to third parties in good faith (Com. Code, art. 228).
• Allowing a limited partner to manage the company exposes them to joint liability for the resulting debts (Com. Code, art. 230).
• Failing to publish amendments to the articles makes those amendments unenforceable against third parties (Com. Code, art. 51).
• Submitting foreign powers of attorney with only an apostille leads to rejection, as Lebanon requires full consular legalisation in practice.
• Failing to print the commercial registry details on company invoices and correspondence triggers a fine (Com. Code, art. 37).
• Providing false information in bad faith for the commercial registry is punishable by a fine. The fine ranges from 250 to 5,000 Lebanese pounds (Com. Code, art. 38). The court can also impose imprisonment of one to six months instead of or with the fine (Com. Code, art. 38).

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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