Legal Requirements for Company Formation in Lebanon Explained

Lebanon’s strategic location, skilled workforce, and liberal economic system make it a compelling destination for entrepreneurs and investors. Whether you’re a local or a foreign national looking into opening a company in Lebanon, understanding the legal requirements for incorporation is a critical first step.

This guide breaks down the essential legal steps you must follow to register a company in Lebanon. From choosing a company structure to finalizing registration and ensuring legal compliance, here’s what you need to know.

1. Choose the Right Legal Structure

The first legal step in company registration in Lebanon is selecting the appropriate legal form. Common types of business entities include:

• Sole Proprietorship (Entreprise Individuelle)

• Limited Liability Company (Société à Responsabilité Limitée or SARL)

• Joint Stock Company (Société Anonyme Libanaise or SAL)

• Holding and Offshore Companies (used mainly for tax planning or regional operations)

Each entity has its own legal and tax implications. For instance, SARLs are suitable for small to medium-sized businesses and require a minimum of three partners. An SAL is better suited for larger businesses and allows foreign ownership and capital raising through shares.

2. Reserve a Unique Company Name

Once you have chosen your company type, you must reserve a company name through the Commercial Registry. The name must be unique, appropriate, and not previously registered by another business. Arabic names are typically required for registration, though you may also register the name in Latin characters for branding purposes.

The name reservation certificate is valid for a limited period and must be submitted with your application for incorporation.

3. Draft the Company’s Articles of Association

One of the core legal documents required to register a company in Lebanon is the Articles of Association. This document outlines key details of the company, such as:

• Company name and type

• Head office address

• Business activities

• Shareholder information

• Share capital allocation

• Profit distribution

• Management and board structure

The Articles must be signed before a notary public and may need to be translated into Arabic, depending on the language of the original draft.

4. Deposit Share Capital in a Bank Account

Before registering the company, the required capital must be deposited in a Lebanese bank. The minimum capital depends on the type of company:

• SARL: Minimum capital is 5,000,000 Lebanese Pounds (LBP)

• SAL: Minimum capital is 30,000,000 LBP

A certificate from the bank proving the deposit is required as part of your application to the Commercial Registry. This step is mandatory to ensure that your business has the financial foundation to operate.

5. Notarize Founding Documents

After drafting the Articles of Association and receiving the capital deposit certificate, the next step is to notarize the founding documents. The documents must be signed before a notary public in Lebanon.

You may also need to notarize other documents such as board resolutions, appointment letters for directors, or lease agreements for office space.

Also Read: Businesses for Offshore Company Registration in Barbados

6. Submit Documents to the Commercial Registry

Once your documents are ready, submit the following to the local Commercial Registry (Registre du Commerce):

• Articles of Association (notarized)

• Bank deposit certificate

• Name reservation certificate

• Copy of identification for shareholders and directors

• Proof of office address (rental contract or property deed)

• Legal stamps and registration fees

The Commercial Registry will review your application and, if approved, officially register your company. This process typically takes 7 to 10 business days, assuming no delays or additional requirements.

7. Obtain a Commercial Registration Number

After approval, your company will receive a Commercial Registration Number, allowing it to legally operate in Lebanon. This number is necessary for all future dealings with government bodies, banks, and legal institutions.

At this stage, your company becomes a legal entity recognized by Lebanese law.

8. Register for Taxation

The next step is registering with the Ministry of Finance for tax purposes. You’ll be issued a Tax Identification Number (TIN), and if your company’s turnover exceeds the threshold, you must also register for Value-Added Tax (VAT).

You will need to:

• File regular tax returns

• Keep proper accounting records

• Submit audited financial statements annually

Failing to register or comply with tax laws can result in penalties or suspension of business activities.

9. Enroll in the National Social Security Fund (NSSF)

If your company hires employees, you must register with the National Social Security Fund. This is required by law and covers social benefits such as health insurance, end-of-service indemnities, and family allowances.

Each employee must also be registered under your company with the NSSF. Contributions are calculated as a percentage of the employee’s salary, with both employer and employee making contributions.

10. Obtain Industry-Specific Licenses

Depending on your business activities, you may need additional licenses or approvals from relevant authorities. For example:

• Restaurants and food services require permits from the Ministry of Health and local municipality

• Financial services firms need licensing from the Banque du Liban

• Educational institutions must be approved by the Ministry of Education

Make sure to identify and obtain any sector-specific licenses before beginning operations to avoid fines or closures.

11. Maintain Legal Compliance

After successfully registering your company, ongoing legal compliance is essential to remain in good standing. This includes:

• Renewing business and municipal licenses annually

• Submitting financial statements

• Paying taxes and social security contributions on time

• Holding required board and shareholder meetings (especially for SAL entities)

Legal non-compliance can result in audits, fines, or even the cancellation of your business license.

Also Read: Procedure for Company Incorporation in Spain

FAQs

1. Can a foreigner register a company in Lebanon?
Yes, foreigners can register a company in Lebanon. However, certain sectors may require Lebanese partners or restrict full foreign ownership. For SAL companies, full foreign ownership is generally allowed.

2. What is the difference between SARL and SAL in Lebanon?
A SARL (Limited Liability Company) is typically used for small to medium businesses and cannot issue shares to the public. An SAL (Joint Stock Company) is better for large businesses and allows for share trading, appointing a board of directors, and issuing financial instruments.

3. How long does it take to register a company in Lebanon?
If all documents are prepared and submitted correctly, company registration in Lebanon usually takes between 7 and 10 working days. However, delays can occur if additional approvals or translations are needed.