Companies & Business Formation in Lebanon – Mattar Law Firm, Beirut
With over 60 years of experience, Mattar Law Firm is a leading provider of company registration services in Lebanon. We handle the full legal process for all company types — including LLC (SARL), Joint Stock (SAL), Holding, Offshore, and foreign branches — offering tailored legal advice, fast-track registration, and ongoing corporate support. Whether you’re a local entrepreneur or a foreign investor, our multilingual team ensures full compliance, confidentiality, and strategic structuring to set your business up for success.
Why You Should Register Your Company in Lebanon with Mattar Law Firm
The choice of the company’s form depends on numerous factors, such as its social object, number of partners, required capital, taxation, turnover, projects, and goals.
Find out in brief the reasons or advantages of forming a Company in Lebanon.(Click here)
In general, Lebanese companies can be fully owned by foreigners. A lawyer must be retained regardless of the capital investment for each company to be set up in Lebanon according to the deontology code of Lebanese attorneys. You can contact our law firm corporate department to determine the most suitable entity based on your vision and objectives.
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1. Partnership
The two categories of partnership:
- General Partnership (Société en Nom Collectif – SNC)
- Partnership in commendam (Société en Commandite Simple – SCS)
a) Partnership
Partnerships are formed by two or more people. The main characteristic is the personal contribution of each partner, since all partners are personally liable for the company’s debts and obligations. No minimum capital is required by law. It must be registered at the Commercial Register as it performs a commercial activity. The company name includes the names of some or all partners and is usually followed by “and Co.”
A partnership in commendam is a limited partnership with two types of partners:
- General partners own and manage the business and are liable for all obligations.
- Limited (silent) partners contribute capital, do not participate in management, and their liability is limited to their contribution.
b) Co-Partnership (Société en Participation)
A co-partnership is known only to the parties for a specific project and, being secret, cannot be registered. An association agreement sets the partners’ rights and obligations, as well as profit and loss participation. Each party is responsible for its own liabilities. Despite their secrecy, these agreements are enforceable in court in case of dispute.
2. Limited Liability Company (Société à Responsabilité Limitée) – SARL
An SARL is formed between one to twenty members. Law 126/2019 permits incorporation by a single partner, and the company can be fully owned by foreigners. Its trade name is usually anonymous, followed by the initials “SARL,” and partner names may be included.
- Capital: 5,000,000 LBP, fully paid up and deposited in a bank under the company’s name.
- Liability: Limited to the value of each partner’s shares.
- Management: One or more managers; a manager cannot conclude any deal in which they have an interest without prior authorization.
- Restrictions: SARLs may not engage in banking, financial operations, or insurance.
- Formation: Articles of incorporation/memorandum must be notarized or signed before the clerk of the Commercial Register.
- Shares: Not negotiable and not transferable to third parties except with prior approval of members representing at least 75% of the capital.
3. Joint Stock Company (Société Anonyme Libanaise) – SAL
3.1 Formation
- Founders: At least three persons.
- Capital: Minimum authorized capital of 30,000,000 LBP.
- Shares: Negotiable/transferable; each share confers membership, management participation, and voting rights.
- Reserves: 10% of net profits allocated annually until the statutory reserve reaches one-third of the capital.
- Audit: Appointment of an auditor is mandatory.
3.2 Activities
Lebanese law generally does not limit foreign ownership in SALs, with certain sectoral and indirect constraints. For example, the Board of Directors (maximum 12 members) must include Lebanese members. Activities involving the acquisition/trading of Lebanese real estate, insurance, media, and banking are subject to specific rules. Board members must each hold a limited number of shares.
3.3 Management
- Board: 3–12 members; the board elects a chairman to execute board resolutions.
- Work permit: A non-Lebanese chairman must hold a work permit.
- Meetings: Shareholders meet at least annually; votes correspond to the number of shares. Proxies are allowed.
- Ordinary meeting agenda: Approve accounts, grant discharge, distribute dividends, appoint administrators/auditors, and adopt other decisions in the company’s interest.
- Registered office: Each SAL incorporated in Lebanon must have its registered office in Lebanon.
Learn more about SAL / Joint Stock company registration in Lebanon
4. Branch Offices
Foreign companies wishing to do business in Lebanon may open a local branch or a representative office. To set up a branch office, the foreign company’s Board must issue a power of attorney in favor of a resident in Lebanon, authorizing them to register and represent the company and complete all necessary formalities.
Required Documents
- Company’s articles of association/incorporation.
- Board resolution to open a local branch or representative office, appointing a representative and granting necessary powers.
Representative Office vs. Branch
- Representative Office: Provides technical assistance and public relations only; cannot conduct profit-generating commercial activities. Costs are borne by the foreign head office. Not subject to corporate income tax.
- Branch Office: May undertake commercial activity (subject to legal form/conditions and activities reserved to Lebanese nationals/companies). Subject to corporate tax.
Learn more about foreign company branch registration in Lebanon
Learn more about representative office company registration in Lebanon
5. Commercial Representation
Commercial representation is governed by a Legislative Decree of 1967. A commercial agent may negotiate and conclude sales or service supply agreements on behalf of a principal, acting in the principal’s name and account.
An agreement granting exclusive representation or distributorship is considered an agency agreement and may be granted only to Lebanese nationals, unless the foreign agent is a national of a country that grants equivalent reciprocal treatment to Lebanese nationals.
Eligible Legal Forms
A – Limited Liability Partnerships
- Majority of partners must be Lebanese.
- Majority of the capital must be Lebanese-owned.
- The authorized signatory should be Lebanese.
B – Joint Stock Companies
- Shares must be nominative with the majority owned by Lebanese nationals.
- Two-thirds of the Board members and the general manager should be Lebanese.
Termination of the agency agreement entitles the agent to compensation, notwithstanding any agreement to the contrary. Exclusive jurisdiction over disputes lies with the local court where the agreement is carried out.
6. Holding Companies
A Holding is a special type of joint stock company governed by Law No. 45/83 and Law No. 772 (11-11-2006) and may be fully owned by foreigners.
Permitted Activities
- Own shares/participations in Lebanese or foreign companies; establish or participate in their establishment.
- Administer companies in which it owns shares or participations.
- Grant loans/guarantees to companies it owns; may borrow/issue securities (total bonds ≤ 5× capital + provisions per last approved balance). Cannot grant loans to Lebanese companies in which it holds >20% (does not apply to foreign investments).
- Own patents, inventions, privileges, trademarks, and other registered rights; lease them to companies in Lebanon and abroad.
- Own movable/immovable assets solely for the company’s business and in line with foreign real estate acquisition rules.
Key Points
- Minimum capital: LL 30,000,000 (can be held in foreign currency).
- Chairman: May be non-Lebanese, resident abroad, and practice without a work permit.
- Board/shareholders: May be non-Lebanese; meetings can be held outside Lebanon.
- Registration: Commercial Register + special register for holding companies.
- Tax: Beneficial exemptions and advantages apply.
7. Offshore Companies
The Offshore company is a variant of joint stock companies (Decree Law No. 46 of June 24, 1983). Law 85/2018 permits incorporation by a single shareholder and allows full foreign ownership. Law 19 (05/09/2008) eased conditions and expanded permitted activities to encourage foreign investment.
Key Points
- Minimum capital: LL 30,000,000 (can be held in foreign currency).
- Chairman: May be a non-Lebanese resident abroad, operating without a permit.
- Registration: Commercial Register + special register for offshore companies.
- Operating scope: Company is formed in Lebanon but operates only in the Free Zone and/or outside Lebanese territory.
Permitted Activities
- Negotiate and conclude agreements for goods and products located outside Lebanon or in the Free Zone.
- Provide studies and consultations to foreign institutions.
- Use Free Zone facilities to store imported goods for re-export.
- Buy or rent real estate in Lebanon as needed for operations.
- Administer companies/institutions outside Lebanon, including exporting services and software.
- Conduct three-sided/multi-sided trade (negotiate/draft contracts, ship goods, reissue bills) outside Lebanon or in the Free Zone, including storage for export.
- Undertake maritime shipping–related activities.
- Acquire shares in foreign entities and lend to institutions in which the offshore holds more than 20% of capital.
- Acquire or benefit from agency/commercial representation rights for foreign or non-resident entities.
- Open branches and representative offices abroad.
- Construct, invest in, and administer economic projects except those prohibited by law.
- Create accounts and use financial services (local or non-resident) to finance activities.
- Lease or acquire offices or real estate in Lebanon related to the company’s activities.
Restrictions & Taxation
- Cannot engage in banking, insurance, or commercial activity inside Lebanon.
- Cannot generate profits from movable/immovable assets in Lebanon or from services to Lebanese companies (except bank account interest).
- Benefits from tax exemptions and is subject only to an annual flat tax of around 600 USD.
Frequently Asked Questions
Can a Lebanese company be fully owned by foreigners?
Yes. In general, Lebanese companies (including SARL, SAL, Holding, and Offshore) can be fully owned by foreigners, subject to sector-specific rules noted above.
Is a lawyer required to set up a company in Lebanon?
Yes. A lawyer must be retained for each company setup in Lebanon in accordance with the deontology code of Lebanese attorneys.
What is the minimum capital for an SARL?
5,000,000 LBP, fully paid and deposited in a bank under the company’s name.
What is the minimum capital for an SAL?
30,000,000 LBP.
How long does incorporation usually take?
Timeframes vary by structure and documents, but standard SARL/SAL setups typically complete within days once papers are ready and approvals obtained.
Can we incorporate with a single shareholder or partner?
Yes. SARL (per Law 126/2019) and Offshore (per Law 85/2018) permit single-member/single-shareholder incorporation.
Do we need a physical office lease to register?
A registered address in Lebanon is typically required & we do offer domiciliation address. We advise on acceptable address/lease arrangements based on the company type and activity.
What documents are required for SARL/SAL?
Common items include partners’/shareholders’ IDs or passports, draft articles/memorandum, company name reservation, bank deposit certificate (capital), proof of address, and any sector-specific approvals. We provide a full checklist upon engagement.
Can we open a corporate bank account during formation?
Yes. The capital deposit and corporate banking are part of our end-to-end assistance, subject to bank KYC and compliance requirements.
What’s the difference between SARL and SAL?
SARL suits SMEs with simpler governance and non-negotiable shares; SAL is a joint stock structure with negotiable shares, board of directors, statutory reserves, and audit requirements — suitable for larger operations and capital raising.
Do Holding and Offshore companies have tax advantages?
Yes. Holding and Offshore companies benefit from specific tax exemptions and advantages described in their respective sections.
Can formation be done remotely with a Power of Attorney?
Often yes. Non-resident founders commonly appoint a local representative via notarized/apostilled POA to handle procedures. We guide you on formalities and legalization.