Reference
Lebanese offshore companies
A Lebanese offshore company is a joint stock company. It is registered in Lebanon under Decree-Law No. 46 of 24 June 1983. Its business must be directed entirely outside Lebanese territory. It pays no corporate income tax on profit. It pays no withholding tax on dividends. It pays a flat annual lump-sum tax of LBP 50,000,000, about US$560 instead. This applies whatever it earns. One shareholder can own it. You can manage it from inside Lebanon.
Legal basis
Decree-Law No. 46 of 24 June 1983 governs Lebanese offshore companies.
Law No. 19 of 5 September 2008 amended this decree. It widened permitted activities. You can now administer companies abroad. You can export services and software to non-residents.
Law No. 85 of 2018 introduced another amendment. A single shareholder can now form an offshore company.
An offshore company must be a joint stock company. This is an SAL (societe anonyme libanaise). It follows the Lebanese Code of Commerce rules for joint stock companies. Decree-Law 46/1983 provides the exceptions. You register the company in a dedicated section of the Commercial Register.
Permitted activities
The law defines permitted activities. You cannot choose them freely. They include:
- Negotiating and concluding contracts concerning goods and products located outside Lebanon. This includes goods in a Lebanese free zone.
- Managing and administering companies and institutions located outside Lebanon. This includes exporting professional, administrative, organisational and IT services and software to non-residents.
- Three-sided and multi-sided trade operations conducted outside Lebanon. This includes re-invoicing.
- Maritime freight operations.
- Holding shares and participations in companies outside Lebanon.
- Opening branches and representative offices abroad.
- Acquiring or leasing real property in Lebanon required for its own activity. This remains subject to the rules on foreign ownership of Lebanese real estate.
- Borrowing from Lebanese banks and opening credit facilities to finance permitted operations.
The second item matters most for modern users. Software development fits here. Consulting and design fall squarely within it. This covers other professional services delivered from Lebanon to clients abroad.
Prohibited activities
An offshore company faces strict limits. It may not:
- Serve clients resident in Lebanon. This is the defining restriction. All commercial activity must target parties outside Lebanese territory.
- Carry on banking or financial institution activity.
- Carry on insurance operations.
- Receive or invest funds belonging to third parties.
Notice what is missing from this list. You can employ people resident in Lebanon. These local staff pay ordinary Lebanese payroll tax. They pay National Social Security Fund contributions. Article 7 of Law 19/2008 exempts payroll tax for employees working abroad. That is a different rule entirely.
Tax treatment
This is the core of the regime. An offshore company pays no corporate income tax on profit. It pays no withholding tax on dividends. It pays a single fixed amount instead.
| Charge | Ordinary Lebanese company | Offshore company |
|---|---|---|
| Corporate income tax on profit | 17% | Exempt |
| Withholding tax on distributed dividends | 10% | Exempt |
| Annual lump-sum tax | None | LBP 50,000,000 about US$560 |
| Payroll tax on staff working abroad | Applies | Exempt (Law 19/2008, art. 7) |
| Payroll tax and NSSF on staff in Lebanon | Applies | Applies |
| Annual audited accounts | Required | Required |
The lump-sum tax has been LBP 50,000,000, about US$560, since fiscal year 2022. It was raised from LBP 1,000,000, about US$11. Sources published before 2022 still quote the old figure. They are wrong. The amount does not vary with revenue or profit. This is the entire point of the structure. A company invoicing US$30,000 owes the state the same as one invoicing US$300,000.
Tax exemption does not mean exemption from filing. The company must keep proper accounts. An auditor must certify them. The company must file annually with the Ministry of Finance.
Capital and ownership
| Feature | Details |
|---|---|
| Minimum capital | LBP 30,000,000, about US$335. May be denominated in a foreign currency if the accounts are kept in that currency. |
| Shareholders | One is sufficient since Law 85/2018. May be a natural person or a legal entity, Lebanese or foreign. |
| Foreign ownership | Permitted in full. No Lebanese participation requirement. |
| Bank guarantee | A bank guarantee is lodged in favour of the Treasury, renewable. |
The capital figure was set in Lebanese pounds. It has not moved. The statutory floor is now nominal in real terms. You deposit capital into the company's own account. It remains the company's money. It is not a fee.
Governance and audit
An offshore company is an SAL. It has a board of directors and a chairman. The chairman can be a non-Lebanese national resident abroad. They do not need a Lebanese work permit in that case. You can hold board meetings outside Lebanon. You can hold general assemblies outside Lebanon.
You must appoint an auditor. This is typically a Lebanese chartered accountant. They certify the annual accounts. They are named in the incorporation file. You must agree on this appointment before registering the company.
Registered address
An offshore company must register at a physical address in Lebanon. A virtual office is not enough. A mail-forwarding address fails the registry requirements.
The address file normally comprises:
- A real estate certificate for the property. You obtain this from the land registry.
- An undertaking signed by the owner. This permits the company to use the address as its head office.
- A copy of the owner's identity document.
The property can belong to a family member. They simply provide a signature and an ID copy. The company can also lease or purchase property in Lebanon for its own use.
Documents required
| Document | From | Notes |
|---|---|---|
| Passport or identity card copy | Each shareholder | Valid, legible |
| Judicial record extract | Each shareholder | Recent. Known locally as a sijill adli. |
| Proposed company name | Client | Checked for availability at the registry |
| Real estate certificate | Property owner | Land registry extract for the registered address |
| Head office undertaking | Property owner | Signed, with an ID copy |
| Auditor's name and acceptance | Client or introduced | Named in the incorporation file |
| Articles of association | Lawyer | Drafted, then notarised |
| Capital deposit certificate | Bank | Issued once capital is deposited |
| Power of attorney | Shareholder abroad | Legalised at a Lebanese consulate if signing from outside Lebanon |
Registration process
- Name check and structure confirmation. The proposed name is checked at the registry. The activity is tested against the permitted list.
- Drafting. Articles of association are prepared. The head office undertaking and bank letter are drafted.
- Signature. Documents are signed in wet ink. You must use blue pen. You need three originals. Each page is initialled. Lebanese commercial registration does not accept digital or electronic signatures.
- Notarisation. The articles are legalised before a notary public.
- Capital deposit. Capital is placed with a Lebanese bank. The bank issues a certificate.
- Commercial Registry. The file is submitted to the Commercial Registry of Beirut. The registry issues the company's registration number.
- Ministry of Finance. The company is registered for tax. It receives its tax number.
Typical duration is six to ten weeks. This assumes you return documents promptly. The legal work itself takes days. The calendar depends on the notary, the registry, and the bank. It relies heavily on how fast signed originals come back.
Common misconceptions
Offshore means the company is registered abroad
It does not. A Lebanese offshore company is a Lebanese company. It is registered in Beirut. It is taxed in Lebanon. It follows Lebanese law. The word offshore describes where it can do business. It does not describe where it exists.
You cannot run it from Lebanon
You can. You can manage foreign entities from Lebanon. You can export services to non-residents. The law expressly permits these activities. The restriction applies only to the location of the clients.
You cannot hire anyone in Lebanon
You can. Lebanon-resident employees pay ordinary payroll tax. They pay NSSF contributions. People often claim offshore companies cannot employ locally. This is wrong. They confuse the payroll tax exemption for staff abroad with a ban. That ban does not exist.
The annual tax is LBP 1,000,000, about US$11
That figure, about US$11, changed for fiscal year 2022 onward. It is now LBP 50,000,000, about US$560. Much of the material online is out of date.
Three shareholders are required
That was true before Law 85/2018. A single shareholder is now enough.
Sources
- Decree-Law No. 46 of 24 June 1983 on offshore companies.
- Law No. 19 of 5 September 2008 amending Decree-Law No. 46/1983.
- Law No. 85 of 2018, sole shareholder companies.
- Lebanese Code of Commerce, Legislative Decree No. 304 of 24 December 1942, as amended by Law No. 126 of 29 March 2019.
- Lebanese Income Tax Law and successive budget laws setting the offshore lump-sum tax at LBP 50,000,000, about US$560, from fiscal year 2022.
General information, not legal or tax advice. Lebanese law and the figures set under it change. Confirm the position for your own circumstances before relying on it.
Need this applied to your situation?
This page is general. What you should actually do depends on what you do. That requires a conversation.