How to Set Up a Company in Lebanon
Setting up a company in Lebanon is a structured process: choose the right corporate form, draft and notarize the company’s articles, deposit the capital with a Lebanese bank, and register with the Commercial Register at the competent Court of Commerce. This guide walks through each step in practical order — and, crucially for clients living abroad, explains how the whole thing can be completed without travelling to Lebanon, by appointing a lawyer under a power of attorney.
It is written for founders and investors — including the Lebanese diaspora and foreign nationals — who want to understand what forming a company actually involves before engaging counsel. For the detailed law behind each form, this guide links out to our dedicated commercial-law cluster.
Choosing the right company structure
The first decision is the legal form. Four forms cover the vast majority of cases, and the choice turns on the nature of the activity, the amount of capital, the number of participants, and the desired tax treatment.
- SARL (limited liability company) — Lebanon’s default vehicle for small and medium businesses and family enterprises. Lower minimum capital, simpler governance (a single manager suffices), and a single partner is now allowed. See The Limited Liability Company in Lebanese Law.
- SAL (joint-stock company) — the flexible capital company for larger ventures, multiple investors, and businesses that intend to raise capital through shares. See The Joint Stock Company — Formation, Documents, and Securities.
- Holding company — an SAL under a special regime, restricted to managing investments and equity participations, with a favourable tax regime. See Holding Companies in Lebanon.
- Offshore company — an SAL under a special regime whose activity must be conducted outside Lebanon, built for non-resident owners running international operations. See Offshore Companies in Lebanon.
A foreign company that wants a presence in Lebanon without incorporating a separate entity can instead register a branch — see How to Establish a Branch of a Foreign Company in Lebanon.
For a full side-by-side of capital, governance, audit, and tax across the four forms, see our Comparative Table: SAL, Holding, Offshore, and SARL. As a quick orientation, the minimum share capital is LBP 5 million for a SARL and LBP 30 million for an SAL (and, by extension, for holding and offshore companies, which may denominate their capital in a foreign currency). These nominal pound figures have been substantially eroded by the depreciation of the currency and are low in real terms today.
The considerations that guide a diaspora founder’s choice of form are the same as for a resident — the decision is driven by the business, not by where the founder happens to live.
Can a foreigner own a company in Lebanon?
In general, yes — foreign nationals can own Lebanese companies, in most cases up to 100%.
- SARL — there is no nationality requirement at all: a foreigner can hold 100% of the capital parts and serve as the sole manager.
- SAL — foreigners may hold up to 100% of the shares of an ordinary joint-stock company, and a company incorporated in Lebanon is itself Lebanese regardless of who owns it. This is worth stating clearly because it is newer than many assume: full foreign ownership became practical only with the Law 126/2019 reform. Previously, the board had to be majority Lebanese and every director had to be a shareholder — so some shareholders necessarily had to be Lebanese, and a SAL could not in practice be wholly foreign-owned. The 2019 amendment reduced the board requirement to at least one-third Lebanese (Code of Commerce, Article 144) and allowed directors to be non-shareholders (Article 147). The two were decoupled: the Lebanese board seats can now be filled by non-shareholder directors while foreigners hold all the shares. Two limits remain — SALs whose object is operating a public utility or public service (مرفق عام أو مصلحة عامة) must keep one-third of capital as nominative shares held by Lebanese natural persons (Article 78); and certain regulated sectors, such as banking and insurance, carry their own Lebanese-participation requirements under their special statutes.
- Holding and offshore companies — these are designed with foreign owners in mind and are expressly exempt from the requirement to have Lebanese directors.
Outside a few exceptions, there is no limit on the proportion of a Lebanese company’s capital that foreign investors may hold. The main exceptions to keep in mind are real-estate companies and regulated financial sectors. A company that will acquire or hold real property in Lebanon falls under the separate regime governing the acquisition of immovable property by non-Lebanese persons — which restricts such acquisition and requires prior authorization above set thresholds — so where the company’s purpose involves Lebanese real estate, the ownership structure should be planned around that from the outset. Banks and insurers, in turn, are subject to the sector rules noted above. These aside, a foreign founder can generally own a Lebanese company outright.
Setting up from abroad — by power of attorney
You do not need to be in Lebanon to incorporate a company here. A non-resident founder can appoint a Lebanese lawyer under a power of attorney (POA) to sign the articles of association, deposit the capital, and complete the registration on the founder’s behalf. Even opening the bank account and depositing the capital can be handled by the attorney-in-fact — no founder needs to appear in person.
The one formality that requires care is the POA itself. It can be executed in either of two ways:
- At the nearest Lebanese embassy or consulate, which issues it directly; or
- Before a local notary public in your country of residence, and then authenticated (legalized) by the Lebanese embassy or consulate there.
Either route is acceptable, but Lebanese consular authentication is mandatory — a foreign notarization alone is not sufficient. Once the authenticated POA reaches Lebanon, it is authenticated again at the Ministry of Foreign Affairs before it can be used.
In practice, this means a diaspora client’s only active task is signing and legalizing the POA locally; the firm handles everything inside Lebanon.
The formation process, step by step
The sequence below describes a joint-stock company (SAL), which is the most document-intensive form. A SARL follows the same logic but is simpler — lower capital, a manager rather than a board, and no constitutive general assembly — so several of the SAL-specific steps fall away.
- Preliminary legal tasks (before a notary). Draft the articles of association and have the founders — or their attorney-in-fact — sign them before a public notary in the district where the company’s head office will sit. For an SAL, hold the constitutive general assembly to elect the board, then a first board meeting to appoint the chairman, the principal auditor, and the legal advisor, and prepare the commercial circular (the registered signature specimen).
- Deposit the share capital (at a Lebanese bank). Open a bank account in the name of the company “under constitution” and deposit the capital, which is blocked until incorporation is complete. The bank issues a certificate confirming the subscription.
- Register with the Commercial Register (at the Court of Commerce). File the articles, the meeting minutes, the commercial circular, the bank certificate, the founders’ identification, and proof of the company’s premises (a registered property/lease deed or occupancy permit) with the Trade Register at the Court of Commerce in the relevant muhafaza. The court appoints the complementary auditor.
- Register the legal advisor (at the Bar Association). A joint-stock company must retain a lawyer; the appointment is registered with the Bar Association (Article 62 of the Law Regulating the Legal Profession).
- Pay duties at the Ministry of Finance. Settle the stamp duty and registration fees; the company is issued its Tax Identification Number.
- Release the capital. Present the certified incorporation documents to the bank to unblock the deposited capital.
After registration, the company must declare the commencement (or non-commencement) of activity to the Ministry of Finance within two months, and register for VAT and with the National Social Security Fund where its activity and staffing require it.
How long does it take, and what does it cost?
Once the bank issues the capital-subscription document, registration typically takes about 7 to 10 business days. Preparing and legalizing the documents beforehand — particularly a power of attorney from abroad — adds lead time, so a realistic overall estimate depends on how quickly the POA and supporting papers are ready.
On cost, incorporation involves several distinct charges rather than a single fee: notary fees, the capital deposit, stamp duty, the Magistrate Mutual Fund contribution, the Bar Association fee, and the registration and Ministry of Finance duties, followed by recurring annual costs such as the auditor and tax filings. The nominal amounts are tied to fiscal legislation and the value of the currency and change over time, so rather than quote figures that quickly go stale, we provide a current, itemized estimate for your specific structure on request.
How we can help
Our firm handles company formation end to end — selecting the right structure, drafting and notarizing the articles, managing the bank deposit, and completing registration with the Commercial Register and the Ministry of Finance — including entirely on behalf of clients abroad, by power of attorney. For our broader corporate offering, see Corporate Services, and contact us for a tailored assessment and a current cost estimate.
Related posts
Part of the Practical Guide to Lebanese Commercial Law — corporate forms series:
- Comparative Table: SAL, Holding, Offshore, and SARL Companies
- The Joint Stock Company — Formation, Documents, and Securities
- The Limited Liability Company (SARL)
- Holding Companies in Lebanon
- Offshore Companies in Lebanon
- How to Establish a Branch of a Foreign Company in Lebanon
- 35 Questions to Ask the Founders Before Drafting the Articles of Association for an SAL
French version: Comment créer une société au Liban