Reference
Registering a company in Lebanon
Registration has five stages. Reserve the name. Draft and notarise the articles. Deposit the capital and get the bank's certificate. File at the Commercial Registry of Beirut for a registration number. Register with the Ministry of Finance for a tax number. Expect Four to ten weeks depending on the company type. Signatures must be wet ink. The registry rejects digital signatures.
Requirements
A virtual office is not enough. You must register at a specific Lebanese property. The registry needs proof of property ownership. The owner must also consent.
| Document | From | Note |
|---|---|---|
| Passport or ID copy | Each owner | Valid and legible. |
| Judicial record extract | Each owner | The sijill adli. Short validity. Obtain this late. |
| Company name | You | Check availability at the registry. |
| Land registry certificate | Property owner | The ifada aqariyya for the registered address. |
| Head office undertaking | Property owner | Signed. Include a copy of their ID. |
| Auditor's name | You or introduced | Required for an SAL or an offshore company. |
| Power of attorney | Owner abroad | Legalised at a Lebanese consulate. |
The Process
- Name and activity check. Check the proposed name against the register. Test your intended activity against the company form. Some activities are closed to a SARL. An offshore company cannot serve clients in Lebanon at all.
- Drafting. Prepare the articles of association. Draft the manager or board appointment. Prepare the head office undertaking. An SAL also needs subscription documents and the first general assembly.
- Signature. Sign in wet ink. Use a blue pen. Prepare three originals. Initial every page. Electronic signatures are rejected.
- Notarisation. Legalise the articles before a notary public. This is the katib al-adl. They are a separate profession from lawyers in Lebanon.
- Capital deposit. Deposit capital at a Lebanese bank. The bank issues a certificate. A SARL pays its capital in full. An SAL pays a quarter of each share.
- Commercial Registry. File the documents at the Commercial Registry of Beirut. The company receives a registration number. It legally exists from this moment.
- Ministry of Finance. Register for tax. Obtain a tax number. Register for VAT where the turnover threshold applies.
Timelines
Legal drafting takes days. The notary, registry and bank take the most time. Signed originals must return quickly. Signatures in black pen will be rejected. Redoing them can cost a month.
| Company | Typical | What sets the pace |
|---|---|---|
| SARL | 4 to 8 weeks | Fewer owners. No board. No mandatory auditor below LBP 30,000,000 of capital, about US$335. |
| SAL | 6 to 10 weeks | Three shareholders to collect documents from. A board to appoint. An auditor to engage. |
| Offshore SAL | 6 to 10 weeks | Same as an SAL. Banks also treat offshore clients as higher risk. |
After Registration
Keep the registry file current. Changing a manager, object, capital or owner requires a filing. Late filings attract penalties.
File annually with the Ministry of Finance. Submit accounts certified by an auditor where required.
Expect your bank to request new documents periodically. They will ask for current extracts and resolutions.
Which company type to choose ยท What it will pay in tax
Sources
- Lebanese Code of Commerce, Legislative Decree No. 304 of 24 December 1942, as amended by Law No. 126 of 29 March 2019.
- Decree-Law No. 46 of 24 June 1983 on offshore companies, as amended.
- Commercial Registry of Beirut filing practice.
General information, not legal advice. Registry practice varies and changes.
Need this applied to your situation?
The page above is general. What you must do depends on your work. That requires a conversation.