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Company Registration

All individuals and companies engaging in civil or commercial acts must register with the Court of First Instance in the area where they are conducting their activities.

CIVIL AND COMMERCIAL COMPANIES

Companies are classified as commercial simply by the fact of opting for one of the Commercial Code forms (SNC, SC, SARL, and SAL).

Civil companies do not by definition have profit as an objective but they do share the administrative structure of a commercial company and must register at the Civil Companies Register at the Court of First Instance.

Commercial companies must register at the Commercial Register of the Court of First Instance. However, some civil companies are commercial in type and therefore are registered at the commercial register even if their objective is civil. This applies to lawyers, for example, who don’t have the right to set up a company to make profits as such from legal practice but may have their administrative side established as a company. If so, this must be registered at the Commercial Register.

Registration must be done no later than two months after business begins otherwise, a fine is levied by the Ministry of Finance.

Before engaging in any business activity, foreigners must obtain a residency permit from the Sûreté Générale and a work permit from the Ministry of Labor. Foreign companies & branches need a license from the Ministry of Economy and Trade to operate in Lebanon.

COMMERCIAL REGISTER

When registering either a company or an individual business the applicant presents a declaration with supporting documentation. The Commercial Register clerk returns a certified copy of the declaration to the applicant. The clerk retains all the documentation, giving it a numbered file. By law, all documents presented to the Register must be kept up to date.

The Register maintains records for:

  • Individuals
  • Companies
  • Holding companies
  • Offshore companies
  • Proprietorships.

The Central Bank maintains parallel records on banks, while the Ministry of Economy and Trade keeps files on insurance companies. The Register classifies both types of entity within the company category.

DECLARATION FORM

The applicant must, on registration, also submit to the clerk two copies of a signed declaration form combining abstracts of his/her status. There is no pre-printed form for this declaration, which should be addressed to the President of the Register and include:

  1. Traders:
  1. Surname and given name.
  2. Trade name.
  3. Date and place of birth, nationality.
  4. Business objectives.
  5. Location of main office and branches or agencies.
  6. Address and commercial name of trade.
  7. Surnames, given names, nationality, and dates and places of birth of all signatories. back to top
  1. Companies:
  1. Surnames, given names, nationality, and dates and places of birth of partners, other than shareholders and silent partners.
  2. Company's name.
  3. Object and type of company.
  4. Location of the main office and any branch or agencies in Lebanon or abroad.
  5. Names of any third party authorized to administer, manage, or sign for the company.
  6. Starting date of the company and life span.
  7. Contract of Association (or Articles of Incorporation).
  8. Company capital.

After registration, the applicant must submit to the Commercial Register a release from the National Social Security Fund (NSSF) that all contributions for employees have been paid. On liquidation or any change in the nature of the venture, the registered company must provide two releases: one from the NSSF and the other from the Ministry of Finance that all tax liabilities have been met. back to top

COST OF REGISTRATION

In theory, a Lebanese citizen could register a company on his own without legal help. A lawyer is legally required only for capitalized companies (SARL, SAL, Holding and Offshore (in some cases)) since the law requires every such company to hire an attorney on an annual retainer.

SNC • SCS • SARL

SCA • SAL • Holding • Offshore

Stamp Duty

$500 - If capital less than $166,667

0 0.3% of capital - If capital more than $166,667

0.3% of capital

Public Notary

0.1% of capital + flat fee $5.65/page + flat fee $60

Bar Association

0.1% of capital + $34

Magistrate Mutual Fund

50% of stamp duty

50% of stamp duty + $334

Commercial Registry

Flat Fee: $667

Various Fiscal Stamps

$100

$167

Certificate of Deposit

Usually free for customers, otherwise up to $17

Legal Fees

 

 

Bank Guarantee

Average 1.5-2% of amount guaranteed

Miscellaneous

$1,000


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Last Update: 03 April 2012

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