---

name: draft-incorporation-package-lb
description: Use when preparing an incorporation package for a company in Lebanon. Covers the two principal structures (SAL: société anonyme libanaise, 3+ shareholders / SARL: société à responsabilité limitée, 1+ members), capital requirements (SAL LBP 30M+ / SARL LBP 5M+), Articles notarization, Commercial Registry filing, tax and NSSF registration, and the critical Decree 11614/1969 restriction on foreign majority ownership in certain sectors.
license: MIT
metadata:
id: draft.incorporation-package-LB
category: draft
practice_area: corporate
jurisdictions: [LB]
priority: P1
intent: [Lebanon incorporation, company formation Lebanon, SAL, SARL, Commercial Registry, MOET]
related: [draft-incorporation-package-difc, draft-employment-contract-lb, kb-corporate-lb, draft-shareholders-agreement]
source: Louis — HAQQ Legal AI (github.com/sboghossian/mini-claude-for-legal)
version: "1.0"

Incorporation Package — Lebanon (LB)

When to use this

Use this skill to prepare the document set and procedural checklist for incorporating a company in Lebanon. Despite the economic and political crisis since 2019, Lebanon remains a hub for professional services, legal and financial advisory, technology startups, and diaspora investment. Lebanese companies, particularly holding structures, continue to be used for:

• Lebanese entrepreneurs formalizing local operations.
• Regional or international investors entering the Lebanese market.
• Holding structures for Lebanese real estate or investment portfolios.
• Professional service firms (law firms, consultancies, accounting practices).
• Startups and technology companies targeting the Lebanese and Arab market.

Economic context note: Lebanon's banking and monetary crisis affects capital-deposit mechanics and currency specifications. Share capital denominated in LBP has collapsed in real value. New incorporations should address currency and capital in USD or specify an equivalent FX mechanism. Consult local counsel on the current practical procedures given ongoing central bank and banking-sector restrictions.

Principal legal structures

SAL — Société Anonyme Libanaise (S.A.L.) — Joint Stock Company

• Minimum shareholders: 3 (individuals or entities).
• Minimum share capital: LBP 30,000,000 (nominal; in practice, USD equivalents are used due to currency collapse).
• Governance: Board of Directors (3–12 members); General Assembly; statutory auditor (commissaire aux comptes) required.
• Shares: freely transferable (subject to SHA restrictions for private SALs).
• Used for: larger companies, regulated entities (banks, insurance — specific capital requirements), companies considering eventual public listing.
• Regulated companies (banks, financial institutions): minimum capital is substantially higher per specific regulatory requirements (Banque du Liban regulations).

SARL — Société à Responsabilité Limitée (S.A.R.L.) — LLC

• Minimum shareholders: 1 (single-member SARL allowed; often used as a wholly-owned subsidiary).
• Maximum shareholders: 20.
• Minimum share capital: LBP 5,000,000 (nominal; same USD-equivalent note applies).
• Governance: Manager(s) appointed by shareholders; no statutory auditor requirement unless capital or activity exceeds thresholds.
• Shares: not freely transferable without shareholder consent (pre-emption rights apply by law).
• Used for: most private businesses, startups, small-to-medium enterprises, subsidiaries, and professional firms.

Step-by-step incorporation process

Step 1: Name reservation at MOET

• Reserve the company name with the Ministry of Economy and Trade (MOET) / Commercial Registry.
• Name must not be identical to an existing registered company.
• Bilingual Arabic-French-English reservation common.

Step 2: Draft and notarize Articles of Association

• Draft the company's Memorandum and Articles of Association (Statuts) in Arabic (and French, as is common practice in Lebanese commercial practice).
• The Articles must include: company name, purpose, principal place of business, share capital, shareholder details, governance structure, and duration.
• Notarize before a licensed Lebanese notary public.
• For SAL: additional publication requirements in the Official Gazette (Journal Officiel).

Step 3: Capital deposit

• Open a bank account with a licensed Lebanese commercial bank.
• Deposit the stated share capital.
• Obtain a bank confirmation letter.
• Practical note (post-2019): Lebanese banks impose significant restrictions on new account openings and on capital deposits due to the ongoing banking and monetary crisis. Alternative arrangements (escrow with law firm; deposit at Banque du Liban) are used in practice. Consult current local banking practice.
• Capital currency: while the law states LBP minimums, the practical approach for new companies is to specify USD (or EUR) capital amounts, given LBP's collapse.

Step 4: Commercial Registry filing

• File the incorporation documents with the Commercial Registry (السجل التجاري) in the relevant region:
  • Beirut Commercial Registry for companies based in Beirut and some Mount Lebanon areas.
  • Regional Registries (Tripoli, Sidon, Zahlé, Baalbeck, etc.) for companies based outside Beirut.
• Required documents: notarized Articles; bank capital-deposit letter; director ID copies; lease agreement for registered address.
• Registry issues the company number and commercial registration extract.

Step 5: Tax registration (Ministry of Finance)

• Register the company with the Ministry of Finance (MOF) for:
  • Corporate income tax (15% on net profits; 10% for certain sectors).
  • VAT (11% on applicable supplies; registration threshold: annual turnover above LBP threshold).
  • Withholding tax (registration for payments subject to WHT: dividends, royalties, professional services).
• Tax number issued.

Step 6: NSSF registration (National Social Security Fund)

• Register the company as an employer with the National Social Security Fund (NSSF — الصندوق الوطني للضمان الاجتماعي).
• NSSF number issued; required before hiring any employee.
• Employer contributions: sickness/maternity (7% employer); family allowances (6% employer); end-of-service (8.5% employer).

Step 7: Additional registrations (sector-dependent)

• Ministry of Labor (MOL): certain businesses require MOL registration (employment placement agencies, hazardous activities).
• Industry-specific licenses: banking (Banque du Liban); insurance (Insurance Control Commission); investment advisory (Capital Markets Authority).
• Municipality license: for commercial premises in Beirut (municipality fee based on activity).

Foreign ownership restrictions — Decree 11614/1969

Presidential Decree 11614/1969 restricts foreign majority ownership in certain sectors and activities:

Sector	Restriction
Real estate	Foreign nationals may not own real estate in Lebanon without prior Council of Ministers authorization (subject to reciprocity treaties and specific conditions)
Import/export trading companies	Lebanese ownership majority required in some categories
Professions (law, accounting, engineering, medicine)	Lebanese national professionals required; foreign professionals must associate with Lebanese licensed professionals
Construction	Majority Lebanese ownership for certain public works

For most commercial sectors (technology, services, consulting, manufacturing), 100% foreign ownership is permitted.

Practical note: the Decree is inconsistently enforced; legal counsel should confirm current practice for the specific sector.

Governance of a SARL

Under Lebanese Companies Law (Legislative Decree 35/1967 as amended):

• Manager (gérant): SARL is managed by one or more managers; managers can be shareholders or third parties.
• Annual General Meeting: shareholders must meet annually to approve accounts.
• Decision-making thresholds: ordinary decisions by majority vote; extraordinary decisions (capital increase, change of purpose, dissolution) by higher threshold (typically 75%).
• Statutory audit: required for SARLs above certain size thresholds (capital + turnover).

Governance of a SAL

Under the Commercial Code and specific SAL legislation:

• Board of Directors: 3–12 members; at least one Lebanese resident director in some circumstances.
• Statutory Auditor (Commissaire aux comptes): mandatory for all SALs.
• Annual General Assembly: approve accounts; elect board.
• Publication: changes to Articles and annual accounts must be published in the Official Gazette.

Typical incorporation timeline

Step	Duration (best case)
Name reservation	3–5 business days
Articles drafting and notarization	5–10 business days
Capital deposit (pre-crisis typical)	1–2 weeks
Commercial Registry filing	5–15 business days
Tax registration	1–2 weeks
NSSF registration	1–2 weeks
Total	6–12 weeks (longer given current Lebanese bureaucratic and banking constraints)

Common mistakes

1. LBP capital without USD peg — specifying only LBP capital means the company's registered capital has collapsed in real value; specify USD equivalent or dual-currency.
2. Wrong structure — SAL for a two-person startup (which needs only a SARL); unnecessary complexity and cost.
3. Missing Articles publication — SALs must publish in the Official Gazette; omission may affect the validity of the SAL.
4. Foreign-ownership restriction not checked — Decree 11614/1969 applies to certain sectors; foreign investors should confirm their sector is unrestricted before filing.
5. NSSF enrollment delayed — NSSF must be registered before the first employee starts; late enrollment triggers back-contributions.
6. No statutory auditor for SAL — SALs are legally required to appoint a commissaire aux comptes; operating without one is non-compliant.

Related skills

• [[draft-employment-contract-lb]] — Lebanese employment contract for staff hired after incorporation
• [[draft-shareholders-agreement]] — SHA for multi-shareholder Lebanese companies
• [[draft-incorporation-package-difc]] — DIFC holding company alternative for Lebanese entrepreneurs with international ambitions
• [[kb-corporate-lb]] — Lebanese commercial law reference pack