SAL

SAL · Commercial Registry of Beirut

Joint stock, for companies with real shareholders.

Shares that can move, a board that governs, and the structure investors and regulators expect. Heavier than a SARL, deliberately.

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What an SAL needs
At incorporation
Minimum capital A quarter of each share paid at subscription, not a quarter of the total
LBP 30M ≈ $335
Shareholders Three at formation, and three for as long as it exists
3 minimum
Board and auditor A board of directors with a chairman, and an auditor appointed from the start
Both
Tax on profit Plus 10% withheld on dividends
17%

Capital is fixed at LBP 30,000,000 (about $335) by Article 83. It has not moved since 1992. The figure you register is a commercial decision rather than a legal one. Companies holding public-service concessions must keep at least a third of capital in Lebanese hands. General information, not tax advice.

Honest first

Most companies do not need this.

An SAL costs more to run and carries obligations a SARL does not. Choose it because you need what it does, not because it sounds more serious.

Not sure? Just ask

It works if

  • You are taking outside investment, now or soon Shares move without needing every other holder to agree.
  • Your activity requires it Banking, insurance, and several regulated sectors are closed to a SARL.
  • You want governance on the record A board, formal minutes, and an auditor from day one.
  • You expect more than twenty holders eventually

It does not work if

  • You are one or two people Three shareholders is a standing requirement, not a formality at signing.
  • All your income is from outside Lebanon An offshore SAL is also a joint stock company, and pays no tax on profit.
  • You would rather not run a board Meetings, minutes and an annual audit are the cost of the structure.

How it goes

Four steps. Usually six to ten weeks.

  1. Your email

    We confirm an SAL is the right structure, agree the name and object, and map the shareholding and the board before anything is drafted.

    Day 0

  2. Documents from every shareholder

    Passports or IDs and judicial record extracts for all three or more, proof of the registered address, and your auditor's name. We can introduce one.

    Weeks 1–2

  3. Statutes, board and notary

    We draft the statutes, the subscription documents, the first general assembly and the board's appointment of a chairman, then legalise before the notary.

    Weeks 2–5

  4. Bank, registry, Ministry of Finance

    Subscribed capital is deposited and certified. The file goes to the Commercial Registry for your number, then to the Ministry of Finance.

    Weeks 4–10

Questions

The ones people actually ask.

Yes, and not only on the day you sign. Article 77 requires no fewer than three throughout the company's life. If you are realistically one person, an offshore SAL takes a single shareholder and a SARL takes one partner.

A quarter of the nominal value of each share at subscription. Law 126/2019 made that a per-share test rather than an aggregate one. You cannot pay a quarter overall and leave some shares untouched. The balance is called later.

Generally yes. A chairman resident in Lebanon needs the right permit. Some regulated activities carry nationality and ownership conditions. Companies holding public-service concessions must keep at least a third of capital in Lebanese hands. We check your object against this before drafting.

An offshore company is a joint stock company too, registered under Decree 46/1983 rather than the ordinary rules. It pays no tax on profit and nothing on distributions. It takes a single shareholder. It may not serve clients inside Lebanon at all.

Start with an email.

Tell us what you are doing and what you need. You will get a straight answer on which structure fits and what it costs. If we are not the right people for it, you will hear that too.

Email Gracia

Replies within one business day. Arabic, English or French.