Practice guide
The offshore SAL in practice
The Lebanese offshore company is a joint stock company (SAL). Its activities are strictly limited to operations outside Lebanon or in the Lebanese customs-free zone. Legislative Decree No. 46 of 1983 primarily governs it. The Code of Commerce rules on the SAL apply where the decree is silent. It requires a minimum capital of LBP 30 million. A single shareholder can form the company. It pays a flat annual tax of LBP 50 million instead of ordinary income tax.
At a glance
| Feature | Rule |
|---|---|
| Arabic and French names | شركة أوف شور (شركة محصور نشاطها خارج لبنان), société offshore. |
| Governing texts | Legislative Decree 46/1983, Law 19/2008, Law 85/2018, Law 10/2022, and the Code of Commerce. |
| Legal personality | Yes, from formation, when the constitutive assembly accepts the first board and auditors (Com. Code, arts. 45 and 93). |
| Liability of members | Shareholders are liable only up to the amount of their contributions (Com. Code, art. 77). |
| Number of members | One minimum, if the articles state a single person may found the company (Law 85/2018, arts. 1 and 3). |
| Minimum capital and paid-up portion | LBP 30 million, fully subscribed (Com. Code, art. 83). Multiple shareholders must pay at least one-quarter upon subscription (Com. Code, art. 84). In the single-shareholder case, the capital must be divided into equal registered shares and fully subscribed (Law 85/2018, art. 2). The amounts paid must be deposited in a bank account opened in the company's name (Law 85/2018, art. 2). The company is not legally formed until this is done (Law 85/2018, art. 2). |
| Management | A board of three to twelve members, or a single shareholder managing alone (Com. Code, art. 144; Law 85/2018, art. 3). At least one-third of the board must hold Lebanese nationality (Com. Code, art. 144). |
| Supervision (auditor) | One principal Lebanese resident auditor (DL 46/1983, art. 3). |
| Register and where it is kept | The General Commercial Register and a special register at the Beirut Court of First Instance (DL 46/1983, art. 3). |
| Formation deed | An official deed deposited and registered with a notary (Com. Code, art. 80). |
| Lawyer requirement | Mandatory if the capital exceeds LBP 50 million or the annual balance sheet exceeds USD 500,000 (DL 46/1983, art. 3). |
| Who files and deadline | The board members or the single shareholder file within one month of formation (Com. Code, art. 98). |
Legal basis
Legislative Decree No. 46 of 24 June 1983 governs the offshore company. Law No. 19/2008 expanded the permitted activities. Law No. 85/2018 introduced the single-shareholder offshore company. Law No. 10/2022 updated the tax regime. The Code of Commerce rules on the joint stock company (SAL) apply to everything that does not contradict the offshore decree (DL 46/1983, art. 3). The Tax Procedures Law 44/2008 governs tax registrations and filings.
Before you draft
Permitted activities
The company can only negotiate and sign contracts for operations executed outside Lebanon concerning funds abroad or in the customs-free zone (DL 46/1983, art. 1). It can manage non-resident companies from Lebanon and export professional and IT services to them (DL 46/1983, art. 1). It can conduct triangular trade, maritime transport, and acquire shares in foreign non-resident companies (DL 46/1983, art. 1). It can open foreign branches, build economic projects abroad, and rent offices in Lebanon (DL 46/1983, art. 1). It can own or benefit from agency and representation rights for foreign companies in external markets (DL 46/1983, art. 1). The exported services must be produced by the company's own human resources (Decree 2083/2009, art. 4).
Prohibited activities
The company cannot engage in insurance, banking, or any operations subject to the central bank's control (DL 46/1983, art. 2). It cannot conduct any commercial activity inside Lebanon outside its permitted scope (DL 46/1983, art. 2). This prohibition covers activities both inside and outside Lebanon (Decree 5148/2019, arts. 2 and 3). It cannot earn profit from movable or immovable property in Lebanon, except for bank account interest and Lebanese treasury bonds (DL 46/1983, art. 2). If the company breaches these limits, it loses its tax exemption for that year. It pays ordinary income tax on all profits. It also pays a 50 percent penalty on the tax due (DL 46/1983, art. 10). This penalty cannot be less than LBP 750,000 (Decree 2083/2009, art. 11).
Founders' disqualifications
A person cannot found a company if they were declared bankrupt and not rehabilitated for at least ten years (Com. Code, art. 79). A person is also disqualified if convicted in Lebanon or abroad within the last ten years of committing or attempting fraud (Com. Code, art. 79). The same applies to embezzlement of funds or securities, and issuing bad cheques in bad faith (Com. Code, art. 79). Convictions for harming the state's financial standing under articles 319 and 320 of the Penal Code also disqualify a founder (Com. Code, art. 79). Concealing property obtained through these crimes carries the same disqualification (Com. Code, art. 79). These rules apply equally to the representatives of legal entities acting as founders (Com. Code, art. 79).
Nationality rules
The board members and the single shareholder can be non-Lebanese (Law 85/2018, art. 2). However, at least one-third of the board must hold Lebanese nationality (Com. Code, art. 144). The offshore decree does not lift this one-third floor (DL 46/1983, art. 3). A non-resident foreign chairman, single shareholder, or person authorized to sign for the company does not need a Lebanese work permit (Law 85/2018, art. 2). Foreign employees working in Lebanon are exempt from work permits if the company's annual balance sheet is at least LBP 1 billion (Law 85/2018, art. 2). This employee exemption only starts the year after the balance sheet first reaches LBP 1 billion (Decree 7861/2012, art. 4). It continues only while the company keeps that balance sheet each year, and lapses the year it drops below the threshold (Decree 7861/2012, art. 4). The company must apply to the Ministry of Finance for a certificate to claim this employee exemption (Decree 7861/2012, art. 5).
Number of members
A single natural or legal person can form the company if the articles state this (Law 85/2018, arts. 1 and 3). Without that clause, the ordinary three founder rule applies (Com. Code, art. 79). If there are multiple shareholders, the company must have at least three (Com. Code, art. 77). If the number of shareholders falls below three in a multi-member company, the remaining shareholders have three months to correct the situation. After this period, any interested party can demand dissolution (Com. Code, art. 42).
Name rules
The company must operate under a commercial name (Com. Code, art. 77). The name must appear on all printed and electronic documents. It must appear alongside the words indicating it is a joint stock company. The documents must also state its capital and the paid-up portion (Com. Code, art. 100). The company must also state its registration place and number on all correspondence and invoices (Com. Code, art. 36).
Registered office evidence
The company must have a registered office in Lebanon (Com. Code, art. 43). It can rent offices in Lebanon and acquire the real estate its activity needs. This is subject to the law on foreign ownership of real property in Lebanon (DL 46/1983, art. 1). The registration application must include a lease agreement, a title deed, or a legal document justifying the occupation of the premises (Com. Code, art. 26). In practice, the registry accepts a certificate of tolerance from the property owner.
Beneficial owner disclosure
The company must identify its beneficial owner (صاحب الحق الاقتصادي) when registering with the commercial registry (Com. Code, art. 26). The company must also declare the beneficial owner to the tax administration within two months of starting work (TPL, art. 32). Any change in the beneficial owner must be reported in the annual tax declaration (TPL, art. 32).
Tax exemptions
Contracts and documents the company signs in Lebanon for its work outside Lebanon are exempt from stamp duty (DL 46/1983, art. 5). Dividends the company distributes are exempt from the tax on income from movable capital. Its income from investing funds abroad is also exempt (DL 46/1983, art. 6). Interest it pays to persons resident abroad and salaries of employees working abroad are exempt (DL 46/1983, art. 6). The company's shares and its shareholders are exempt from all transfer and inheritance taxes on those shares (DL 46/1983, art. 6). The improvement profit on any Lebanese fixed asset the company disposes of is taxed under article 45 of the Income Tax Law (DL 46/1983, art. 7). Employee salaries are taxed under Title II of the Income Tax Law. However, 30 percent of a foreign employee's basic salary counts as a tax-free representation allowance (DL 46/1983, art. 8).
Formation, step by step
- Deposit the capital. The founders deposit the funds in a bank account in the company's name and obtain a certificate (Com. Code, art. 85). The minimum capital is LBP 30 million (Com. Code, art. 83). Multiple shareholders must pay at least one-quarter of the nominal value of each share (Com. Code, art. 84). In the single-shareholder case, the capital must be divided into equal registered shares and fully subscribed (Law 85/2018, art. 2). The amounts paid must be deposited in a bank account opened in the company's name (Law 85/2018, art. 2). The company is not legally formed until this is done (Law 85/2018, art. 2).
- Appraise in-kind contributions. If founders provide in-kind contributions, they petition the court to appoint experts for an appraisal (Com. Code, art. 86). The expert report goes to the subscribers. They can withdraw if the founders' valuation exceeds the expert valuation by twenty percent (Com. Code, art. 87). In-kind shares must be fully paid upon formation (Com. Code, art. 88).
- Draft and notarise the articles. For a single-shareholder company, the articles must state a single person may found the company (Law 85/2018, art. 3). The articles must state the company cannot engage in activities outside its permitted offshore scope (DL 46/1983, art. 3). The founders deposit and register the articles with a notary in Lebanon (Com. Code, art. 80). In practice, foreign powers of attorney require full consular legalisation because Lebanon does not apply the Apostille convention.
- Hold the constitutive assembly. The founders call a constitutive assembly within one month of the expert report, giving ten days' notice (Com. Code, art. 90). The assembly verifies the formation procedures. It appoints the first board if not named in the articles, and appoints the auditors (Com. Code, arts. 92 and 93). A single shareholder signs these decisions alone (Law 85/2018, art. 3).
- Settle the stamp duty position. Joint stock companies pay proportional stamp duty of four per thousand on the shares they issue. They must pay this within three months of the constituent assembly's minutes (DL 67/1967, arts. 11, 18 and 49). The offshore exemption covers contracts and documents the company signs for its business outside Lebanon (DL 46/1983, art. 5). The text does not say whether it reaches the duty on the founding shares. Confirm the position with the Ministry of Finance before filing in practice.
- Register the company. The board files the formation documents at the commercial registry within one month of formation (Com. Code, art. 98). The general register follows the company's own registered seat (Com. Code, art. 26). Only the special offshore register sits in Beirut (DL 46/1983, art. 3). In practice, confirm the general registry's location with that court.
Formation documents
| Document | Who provides or signs | Form and certification | Basis |
|---|---|---|---|
| Articles of association (النظام الأساسي) | Founders | Official deed before a notary | Com. Code, art. 80 |
| Bank certificate | Bank | Original | Com. Code, art. 85 |
| Commercial circular (إذاعة تجارية) | Authorised signatories | Original, signed | Practice |
| Minutes of the constitutive assembly | Founders | Original, signed | Com. Code, art. 90 |
| IDs or passports | Founders and board members | Copies | Practice |
| Proof of registered office | Founders | Lease, deed, or tolerance certificate | Com. Code, art. 26 |
| Power of attorney | Founders (if absent) | Consular legalisation if foreign | Practice |
After registration
The company must register with the Ministry of Finance within two months of starting work to obtain a tax identification number (TPL, art. 32). The company must declare its beneficial owner during this registration (TPL, art. 32). The company must use this tax number on all its documents and invoices (TPL, art. 34).
The company must register for VAT if its taxable turnover meets the mandatory threshold. The company must apply for VAT registration within two months of the end of the quarter in which the conditions are met (TPL, art. 32). In practice, the current threshold is LBP 5 billion over one to four consecutive quarters.
The company must register its employees with the tax administration within three months of them starting work (TPL, art. 32). The company must declare the salaries of all employees, including those working abroad, regardless of their nationality or social security status (Decree 7861/2012, art. 6). In practice, the company must also register with the National Social Security Fund (NSSF).
The company must retain, on an annual fee, a permanent lawyer who already practises and is enrolled on the bar roll (Bar Law, art. 62). The lawyer, not the company, must notify the Bar of the retainer, on pain of disciplinary action (Bar Law, art. 62). The registry will not register the company without proof of the retainer (Bar Law, art. 62). One lawyer may hold this annual retainer for no more than five companies (Bar Law, art. 63). The company is exempt from this retainer unless its capital exceeds LBP 50 million or its annual balance sheet exceeds USD 500,000 (DL 46/1983, art. 3). In practice, the registry often requires all companies to retain a lawyer regardless of capital.
The name must appear on all printed and electronic documents. It must appear alongside the words indicating it is a joint stock company. The documents must also state its capital and the paid-up portion (Com. Code, art. 100). The company must also print its registration place and number on all correspondence and invoices (Com. Code, art. 36). Failure to do so incurs a fine (Com. Code, art. 37).
The company can open bank accounts in foreign currencies and keep its accounts in the same currency (DL 46/1983, art. 3). The company can open credits and borrow from local or foreign banks to finance its operations (DL 46/1983, art. 1). The bank will require the commercial circular and the registration certificate to activate the account.
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, 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
Board of directors
A board of three to twelve members manages the company (Com. Code, art. 144). At least one-third of the board must hold Lebanese nationality (Com. Code, art. 144). The offshore decree lets board members be non-Lebanese, but it does not lift this one-third floor (DL 46/1983, art. 3). The ordinary assembly elects the members for a maximum of three years, though the articles can appoint the first board for up to five years (Com. Code, art. 149). The assembly can remove board members at any time without cause (Com. Code, art. 150). A person cannot sit on more than eight boards in Lebanon (Com. Code, art. 154). However, the offshore company exempts every board member from this cap (DL 46/1983, art. 3). A person may join any number of offshore company boards without it counting toward the cap. Board members are liable to the company and third parties for fraud and statutory breaches (Com. Code, art. 166).
Single shareholder
A single shareholder can manage the company alone (Law 85/2018, art. 3). The single shareholder exercises all the powers of the board of directors and the general assemblies (Law 85/2018, art. 3). The single shareholder signs all decisions alone and must register and publish them (Law 85/2018, art. 3). The single shareholder can appoint one or more managers to run the company (Law 85/2018, art. 3).
Chairman and general manager
The board elects a chairman from among its natural person members (Com. Code, art. 153). The chairman is also the general manager unless the articles allow separating the roles (Com. Code, art. 153). A person cannot chair more than six companies in Lebanon or be a general manager in more than three (Com. Code, art. 154). The offshore company exempts the board chairman from this cap (DL 46/1983, art. 3). A person may chair any number of offshore company boards without it counting toward the cap. The exemption does not cover the general manager cap of three companies (Com. Code, art. 154). The chairman has full powers to represent the company and run daily operations under board supervision (Com. Code, art. 157).
Auditor
The company must appoint at least one principal auditor who resides in Lebanon and holds Lebanese nationality (DL 46/1983, art. 3). The company is exempt from appointing an additional auditor (DL 46/1983, art. 3). The offshore company may appoint its principal auditor directly for a three-year term (DL 46/1983, art. 3). The Code of Commerce sets a one-year term for other joint stock companies (Com. Code, art. 172). The auditor reviews the financial statements and reports to the assembly (Com. Code, art. 174).
Meetings and notice
The Code of Commerce leaves the choice of who may call a board meeting to the articles. Check the company's articles for this rule. Half the members must be present or represented to form a quorum (Com. Code, art. 156). The board calls the general assemblies (Com. Code, art. 164).
Electronic meetings
Board members can attend meetings via video link if the articles permit it. This does not apply to meetings approving annual accounts (Com. Code, art. 156). Shareholders can also attend assemblies via video link if the articles permit it (Com. Code, art. 181). The company must record the electronic communications and keep the recordings with the minutes (Com. Code, arts. 156 and 181).
Quorums and majorities
| Decision | Organ | Quorum | Majority | Basis |
|---|---|---|---|---|
| Approve annual accounts | Ordinary assembly | One-third of capital (first call), no minimum (second call) | Absolute majority of votes present | Com. Code, arts. 198 and 199 |
| Amend articles | Extraordinary assembly | Two-thirds of capital (first call), half (second call), one-third (third call) | Two-thirds of votes present | Com. Code, arts. 203 and 204 |
| Change object or form | Extraordinary assembly | Three-quarters of capital | Two-thirds of votes present | Com. Code, arts. 202 and 204 |
| Board decisions | Board of directors | Half of the members | Majority of members present | Com. Code, art. 156 |
Minutes and registration
The assembly bureau drafts and signs the minutes (Com. Code, art. 191). The board must register any change in its composition at the commercial registry (Com. Code, art. 152). The company must deposit the annual assembly minutes and financial reports at the registry within two months of approval (Com. Code, art. 101). The offshore company only needs to publish its balance sheet, board members, and auditors in the special register (DL 46/1983, art. 3).
Besides its accounting books, the company keeps a register of registered shares and a register of the shareholders present at each general assembly (TPL, art. 29).
Capital structure and securities
The company can issue preference shares up to 30 percent of its capital (Com. Code, art. 121 bis 3). These shares grant financial privileges but no voting rights (Com. Code, art. 121 bis 1). Preferred shareholders regain full voting rights in three cases (Com. Code, art. 121 bis 5). The first is an unpaid preferred dividend for a year in which the company had profits (Com. Code, art. 121 bis 5). If the company had no profits that year, this trigger does not apply. The second is the company's failure to secure their stated privileges. The third covers votes on the object, the form, or an in kind increase. It also covers early dissolution or a merger or division. The ban on owning preference shares covers board members, general managers, and deputy general managers (Com. Code, art. 121 bis 7). It covers their spouses and minor children too. The company can issue bonds if its capital is fully paid (Com. Code, art. 122). The total bond value cannot exceed twice the capital based on the latest audited balance sheet (Com. Code, art. 124).
Shareholder rights and usufruct
A newly formed offshore company gets no double voting rights, so each share carries one vote under the default rule (Com. Code, art. 186). Double voting rights only apply to a company formed before 29 March 2019 (Com. Code, art. 117). If a share has a usufructuary and a bare owner, the usufructuary attends ordinary assemblies (Com. Code, art. 116). The bare owner attends extraordinary assemblies (Com. Code, art. 116). Co-owners of a share must choose one person to represent them at assemblies (Com. Code, art. 116).
Related party transactions
Board members, the deputy general manager, and shareholders holding five percent of the voting rights need prior board authorization for any contract with the company (Com. Code, art. 158). The interested party cannot vote on the authorization (Com. Code, art. 158). The board must notify the auditors within fifteen days of the authorization (Com. Code, art. 158). The auditors present a special report to the general assembly for final approval (Com. Code, art. 158). The company cannot grant loans or guarantees to board members, managers, auditors, or five-percent shareholders (Com. Code, art. 158).
Annual cycle
| Obligation | Deadline | Basis |
|---|---|---|
| Hold ordinary assembly | Every year after the financial year ends | Com. Code, art. 196 |
| Deposit annual accounts at registry | Within two months of assembly approval, before December 31 | Com. Code, art. 101 |
| Pay annual lump-sum tax | When declaring operations within the legal deadline | DL 46/1983, art. 9 |
| Report changes to tax administration | Annually within the tax declaration deadline | TPL, art. 32 |
| Submit electronic invoice data | Quarterly, within 15 days of the quarter's end | TPL, art. 30 |
| Beneficial owner register kept up to date | Whenever a change occurs | TPL, art. 29 |
The annual lump-sum tax is LBP 50 million starting from the first financial year (Law 10/2022, art. 43). Late payment of the lump sum tax draws Tax Procedures Law penalties instead (DL 46/1983, art. 9). A separate fine of LBP 50,000 per month covers late filing of the company's general tax declaration (DL 46/1983, art. 3). The company pays a fine of LBP 100,000 per year for each document missing from the commercial registry deposit (Com. Code, art. 102). The company must allocate ten percent of net profits to a legal reserve until it reaches one-third of the capital (Com. Code, art. 165).
Changes during the company's life
Transfer of shares
Shares are freely transferable, and the buyer assumes the seller's rights and duties (Com. Code, art. 118). The articles can grant a right of first refusal to shareholders or the company (Com. Code, art. 118). The company may only exercise that right from free reserves (Com. Code, art. 118). The separate buyback right in this article applies only to listed companies. This offshore company cannot use that separate right, because its shares do not trade on a market. The previous owner remains jointly liable for unpaid share calls for two years after the transfer (Com. Code, art. 119). The transfer does not require a registry filing unless it changes the beneficial owner, which must be reported to the tax administration (TPL, art. 32).
- Share transfer agreement
- Updated share register extract
- Tax declaration of beneficial owner change
Capital increase
The extraordinary assembly decides the capital increase (Com. Code, art. 200). The old capital must be fully paid before any increase (Com. Code, art. 205). Old shareholders have a pre-emptive right to subscribe to new cash shares (Com. Code, art. 112). The assembly can remove this right. The new allocation then requires an expert appraisal (Com. Code, art. 113). The board must register the increase at the commercial registry (Com. Code, art. 26). The company must pay a proportional stamp duty within one week of the assembly verifying the subscription (DL 67/1967, art. 49).
- Minutes of the extraordinary assembly
- Bank certificate for new funds
- Expert report (if pre-emptive rights removed)
- Updated articles of association
Capital reduction
The extraordinary assembly decides the capital reduction (Com. Code, art. 208). The board publishes the decision in the Official Gazette, and creditors have three months to object (Com. Code, art. 208). If creditors object, the reduction is suspended until the court rules (Com. Code, art. 208). The board is liable for any illegal reduction made by buying back shares with capital or legal reserves (Com. Code, art. 209). The board registers the reduction at the commercial registry after the objection period ends.
- Minutes of the extraordinary assembly
- Proof of publication in the Official Gazette
- Updated articles of association
Change of managers or directors
The ordinary assembly elects and removes board members (Com. Code, arts. 146 and 150). The board elects the chairman (Com. Code, art. 153). A single shareholder appoints managers to run the company (Law 85/2018, art. 3). The board must register any change in its composition at the commercial registry (Com. Code, art. 152). The registry records the change without requiring any other official document (Com. Code, art. 152).
- Minutes of the ordinary assembly or board meeting
- IDs or passports of new members
- Commercial circular for new signatories
Amendment of the articles
The extraordinary assembly handles all amendments to the articles, including changes to the name, object, seat, or duration (Com. Code, art. 200). The assembly cannot change the company's nationality or increase shareholder obligations (Com. Code, art. 201). Changing the object requires a three-quarters quorum (Com. Code, art. 202). The board must register the amendment at the commercial registry (Com. Code, art. 80).
- Minutes of the extraordinary assembly
- Updated articles of association
Change of signatories
The board grants signature powers to the chairman or a general manager (Com. Code, art. 157). The board can delegate specific powers for a short, defined period (Com. Code, art. 157). The board must publish this delegation in the commercial registry (Com. Code, art. 157). The new signatories must sign a new commercial circular.
- Minutes of the board meeting
- New commercial circular
- IDs or passports of new signatories
Conversion to another form
The extraordinary assembly decides the conversion with a three-quarters quorum (Com. Code, art. 202). The conversion does not create a new legal personality (Com. Code, art. 45). The conversion only binds third parties after registration and a one-month publication period in the Official Gazette and a local newspaper (Com. Code, art. 45). The company must update its tax and social security registrations.
- Minutes of the extraordinary assembly
- Updated articles of association
- Proof of publication
Merger or division
Companies can merge by transferring their assets to an existing or new company (Com. Code, art. 210). The board drafts a merger project and files it after the assembly approves it. The company has one month from that approval to deposit and publish the project (Com. Code, art. 213 bis 2). The auditors write a joint report on the exchange ratio. The court appoints a special auditor to review this report (Com. Code, art. 213 bis 4). The joint and special reports must reach shareholders one month before the assembly meets (Com. Code, art. 213 bis 4). The extraordinary assembly approves the merger (Com. Code, art. 213 bis 3). Creditors can object within one month of publication (Com. Code, art. 213 bis 9). Mergers are exempt from stamp duties and social security clearances (Com. Code, arts. 213 bis 21 and 22).
- Merger project
- Auditors' joint report
- Minutes of the extraordinary assemblies
- Proof of publication
Dissolution and liquidation
The company dissolves upon reaching its term, completing its object, or by a shareholder vote. This vote requires the quorum and majority needed to change the company's object. That is three-quarters of the capital and two-thirds of the votes present (Com. Code, arts. 216, 202 and 204). If the company loses three-quarters of its capital, the board must call an extraordinary assembly to decide whether to dissolve it. The assembly may also reduce the capital or take another suitable measure (Com. Code, art. 216). If the board fails to call the assembly, any shareholder can petition the court. A shareholder can also petition the court if the assembly fails to reach a quorum or refuses to dissolve the company. The court may dissolve the company or order a suitable measure instead (Com. Code, art. 217).
- Vote to dissolve. The extraordinary assembly votes to dissolve the company and appoints one or more liquidators (Com. Code, art. 220). The board publishes the dissolution decision (Com. Code, art. 218).
- Transfer management. The liquidators take over management and receive the accounts from the board covering the period since the last balance sheet (Com. Code, art. 222). The auditors remain in office to supervise the liquidation (Com. Code, art. 221).
- Publish annual accounts. If the liquidation lasts over a year, the liquidators must publish annual balance sheets (Com. Code, art. 223).
- Draft final accounts. The liquidators draw up a final balance sheet showing each shareholder's share of the remaining assets (Com. Code, art. 224).
- Close the liquidation. The ordinary assembly approves the final accounts and discharges the liquidators (Com. Code, art. 225). If the assembly objects, the dispute goes to court (Com. Code, art. 225).
The liquidators have broad powers to settle debts and distribute assets according to the rules for general partnerships (Com. Code, art. 219). 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. It must owe nothing to third parties and 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. In practice, a voluntary strike-off requires the company to obtain clearance certificates. These come from the Ministry of Finance and the social security fund. They prove that all liabilities are settled.
Pitfalls
- Breaching the permitted offshore activities triggers ordinary income tax on all profits. It also triggers a 50 percent penalty (DL 46/1983, art. 10). This penalty cannot be less than LBP 750,000 (Decree 2083/2009, art. 11).
- Issuing bonds before the capital is fully paid voids the bonds and incurs a fine for the board (Com. Code, art. 122).
- Distributing fictitious dividends creates civil and criminal liability for the board and the auditors (Com. Code, art. 107). The auditors escape this liability if they prove no fault. They must show they made no error in their supervision (Com. Code, art. 107).
- Failing to deposit the annual accounts at the registry incurs a fine of LBP 100,000 per missing document (Com. Code, art. 102).
- Failing to print the company's name, capital, and registration number on stationery incurs a fine (Com. Code, art. 37).
- In practice, submitting foreign powers of attorney with only an Apostille leads to rejection, because Lebanon requires full consular legalisation.
Questions lawyers ask
Yes, a single natural or legal person can form the company if the articles state this, and exercise all board powers (Law 85/2018, arts. 1 and 3).
No, a non-resident foreign chairman, single shareholder, or person authorized to sign for the company does not need a work permit (Law 85/2018, art. 2).
The company pays a flat annual tax of LBP 50 million starting from its first financial year (Law 10/2022, art. 43).
Yes, it can rent offices in Lebanon and acquire the real estate its activity needs. This is subject to the law on foreign ownership of real property in Lebanon (DL 46/1983, art. 1).
No, it only needs one principal Lebanese resident auditor and is exempt from appointing an additional auditor (DL 46/1983, art. 3).
The company is exempt from the retainer unless its capital exceeds LBP 50 million or its total annual balance sheets exceed the equivalent of US$500,000 (DL 46/1983, art. 3). In that case, it must retain a lawyer already on the bar roll (Bar Law, art. 62). One lawyer may hold this retainer for up to five companies (Bar Law, art. 63). The registry will not register the company without proof (Bar Law, art. 62).
Sources
- Code of Commerce, Legislative Decree No. 304 of 24 December 1942, as amended, notably by Law No. 126 of 29 March 2019
- Legislative Decree No. 46 of 24 June 1983 on offshore companies, as amended
- Law No. 85 of 10 October 2018 amending Legislative Decree No. 46/1983 (single-shareholder offshore companies)
- Decree No. 2083 of 29 May 2009 implementing Legislative Decree No. 46/1983
- Decree No. 7861 of 24 March 2012 implementing articles 3 and 6 of Law No. 19/2008
- Decree No. 5148 of 5 July 2019 on the activities prohibited to offshore companies
- 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
- Legislative Decree No. 67 of 5 August 1967 on fiscal stamp duty, 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.
Other practice guides
- SARL: Limited liability company
- SAL: Joint stock company
- Holding SAL: Company holding participations
- General partnership: Société en nom collectif
- Limited partnership: Société en commandite simple
- Partnership limited by shares: Société en commandite par actions
- Joint venture: Société en participation
- Foreign branch: Branch or representative office
- Civil company: Société civile
- Sole trader: Individual establishment
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