The Single Partner LLC in Lebanon: What You Need to Know
Lebanon’s business landscape has evolved significantly in recent years, especially with reforms introduced by Law No. 126 of 2019, which modernized the framework for limited liability companies (LLCs). One of the most notable changes is the ability to establish a single‑partner LLC, a structure that combines flexibility with limited liability protection.
If you’re an entrepreneur or investor considering this option, here’s a clear breakdown of what it means and how it works.
Legal Foundation
The single‑partner LLC is governed by Legislative Decree No. 35 (1967), as amended by Law No. 126 (2019).
It allows one individual, the sole partner, to incorporate and fully control an LLC.
The sole partner assumes all powers normally reserved for a group of partners.
Liability is limited strictly to the partner’s contributions, protecting personal assets beyond that amount.
Key Features of a Single‑Partner LLC
Formation: Can be established by one person.
Company name: Must include “Limited Liability Company” along with the company’s capital and Commercial Register number.
Capital: Minimum of 5 million Lebanese pounds, divided into equal shares.
Management: The sole partner may manage the company directly or appoint one or more managers.
Decision‑making: The sole partner signs decisions individually, which are then recorded in the Commercial Register.
Restrictions & Limitations
Prohibited activities: LLCs cannot engage in banking, insurance, organized air transport, or managing capital for others.
Sole partner rule: A single‑partner LLC cannot be the sole partner in another LLC.
Transfer of shares: In multi‑partner LLCs, share transfers are subject to restrictions and partner approval. For sole‑partner LLCs, this limitation does not apply.
Ongoing Obligations
Reserve fund: Managers must allocate 10% of annual net profits to a reserve fund until it reaches 50% of the company’s capital.
Annual reporting: Financial statements and a management report must be prepared each year.
Auditor: Mandatory if the company’s capital reaches 30 million LBP, even for sole‑partner LLCs.
Why Choose a Single‑Partner LLC?
Simplicity: One person can establish and control the company.
Protection: Liability is limited to the partner’s contributions.
Flexibility: The structure is adaptable for entrepreneurs, consultants, and small businesses.
Credibility: Registration in the Commercial Register provides formal recognition and transparency.
Final Thoughts
The single‑partner LLC is a powerful tool for entrepreneurs in Lebanon. It offers the best of both worlds: the independence of sole ownership and the protection of limited liability.
Done right, it can be the ideal vehicle for launching and growing a business in Lebanon’s evolving market.