(English) SETTING UP A LEBANESE OFFSHORE COMPANY

04 oct. 17

(English) SETTING UP A LEBANESE OFFSHORE COMPANY

Désolé, cet article est seulement disponible en Anglais Américain et Arabe.

 

  1. Legal Structure and Tax Regime 

The Offshore is regulated by Decree Law no. 46 dated 24/06/1983 as amended by Law no. 19 dated 05/09/2008, Decree no. 7861 dated 24/03/2012, which offers the company a privileged taxation regime, and Law no. 75 dated 27/10/2016 related to the Cancellation of Bearer Shares. 

  • Corporate Form 

The Offshore is organized in the form of a limited liability joint stock company (SAL). 

  • Capital 

The minimum capital requirement is USD /20,000/ (Twenty Thousand US Dollars). 

The capital, the accounts and the balance sheets of the Offshore may be held in Lebanese Pounds or any foreign currency as the Offshore may determine. It is common market practice to hold the capital in US Dollars. 

  • Form of Shares 

The entire share capital of the company must be in the registered (nominative) form. The company is prohibited from issuing shares to the bearer. Interest in registered shares is evidenced by share certificates and/or the attendance sheet of the minutes of the company’s general assembly meetings duly registered at the Commercial Registry. 

  • Object 

The object of the Offshore is restricted to the following: 

–  To negotiate and enter into agreements and undertakings pertaining to operations and deals to be implemented outside the Lebanese territories and merchandise and products situated abroad or in the free zone.

–  To manage offshore companies and other entities and to provide professional, administrative and organizational services and all kinds of computer programs and services to and at the request of entities resident abroad.

–  To carry out triangular and multilateral commercial operations overseas and in such context to negotiate and conclude agreements, ship freight and re-issue invoices related to overseas operations or from and to the free zones in Lebanon including the usage of the free zones facilities in Lebanon as warehouse for merchandise imported for re-export.

–  To carry out maritime transport activities.

–  To acquire shares, parts, bonds and other participations in foreign non-resident companies and to grant loans to such non-resident companies in the capital of which its equity stake exceeds 20%.

–  To acquire and exploit rights related to agencies of products and goods, and to represent foreign entities outside Lebanon.

–  To open branches and representation offices outside Lebanon.

–  To build, invest in, manage and own all kinds of economic projects subject to the restrictions indicated below.

–  To open credits and request loans from resident or non-resident banks and financial institutions to finance the aforementioned activities.

–  To rent offices in Lebanon and to acquire real estates as may be necessary in the context of its activities subject to the Law related to the acquisition by foreigners of real estate rights in Lebanon.

The Offshore may not engage in any kind of insurance activities or any business carried out by banks or financial institutions or any other entities subject to the supervision of the Central Bank of Lebanon.

The Offshore may not draw any profit, income or revenue from chattels or real estates located in Lebanon, or from rendering services to entities resident in Lebanon, at the exception of proceeds generated by the Offshore’s bank accounts and those resulting from its ownership and trading of Lebanese Sovereign Bonds. 

  • Shareholding 

(i) Shareholders 

The minimum number of shareholders required is three (3). [Amended: The offshore company can now be formed with one (1) shareholder]

The liability of the shareholders is limited to their participation in the issued share capital of the Offshore. 

There is no limitation on foreign ownership of shares. 

(ii) Preferential Subscription Rights 

In the event of a capital increase, the existing holders of common shares shall have a preferential right to subscribe to newly issued common shares for cash on a prorata basis. 

(iii) Transfer of Shares 

The transfer of shares between shareholders or to third parties is unrestricted, subject only to the right of first refusal of the company and/or the other shareholders if it is expressly provided for in the company’s articles of association or in a separate shareholders’ agreement. Unless provided otherwise in the company’s articles of association or in a separate shareholders’ agreement, the share of a shareholder shall upon the latter’s death be transferred to his legal heirs. 

  • Management
    (i) Board of Directors 

The Board may be entirely composed of non-Lebanese nationals (Article 3 of Law no. 19 dated 05/09/2008). 

Board members may be individuals or corporations. A Board member may represent only one other board member. 

(ii) Chairman – General Manager 

The Board must appoint one of its members as chairman who shall also fulfill the duties of general manager. 

The Chairman may only be a physical person and the law authorizes a foreigner non resident to be appointed as chairman, in which case the latter is exempt from obtaining a Lebanese work permit. 

The Chairman may appoint another general manager to act on his behalf and under his responsibility. 

(iii) General Assembly of Shareholders 

There are three types of general assemblies of shareholders: 

–  The Constituent General Assembly (the Founders Meeting) that meets only once upon the call of the founders and decides on all matters related to the incorporation of the Company; 

–  The Ordinary General Assembly that meets at least once a year to approve the accounts and generally decides on all company matters such as the election and remuneration of directors and the declaration/distribution of dividends; 

–  The Extraordinary General Assembly that meets to decide on specific matters falling outside the scope of the ordinary general assembly’s competence, including without limitation, any amendment to the company’s by-laws, mergers, the modification of the company’s form and the increase of its capital. 

The annual meeting of the ordinary general assembly to approve the accounts must be held in Lebanon. All other meetings may convene abroad. The quorum required is 1/3 (one-third) of the share capital. Resolutions are adopted by the simple majority of shareholders voting in person or by proxy.
Other meetings of the ordinary or extraordinary general assemblies may be convened at any time during the year. Each shareholder shall have the right to vote at the meeting. Each share confers on the holder thereof the right to one vote; any share which has been registered in the name of the same shareholder for at least two consecutive years prior to any meeting shall carry two votes. A shareholder may appoint a proxy to vote on his behalf, such proxy must also be a shareholder.

  • Taxation 

The Offshore is exempt from: 

  • Corporate income tax;
  • Dividends distribution tax;
  • Capital gains tax on the sale of shares held by the Offshore;
  • Tax on interest paid to non-resident individuals or entities;
  • Non-resident tax on amounts paid to non-resident individuals or entities for services rendered abroad;
  • Payroll tax on salaries of employees working abroad;
  • Stamp duties on its contracts related to operations which shall be implemented outside the Lebanese territory; and
  • The lump sum tax on companies introduced by virtue of the Minister of Finance’s Decision no. 993/1 of 31/10/2016. 
  • Miscellaneous 

(i) Auditors 

It is a mandatory legal requirement to appoint one main auditor (Lebanese national) to the Offshore on a permanent basis. The appointment of an additional or supplementary auditor is optional. 

(ii) Legal Counsel 

The Offshore is only required to appoint a permanent legal advisor if (i) its capital exceeds LBP/50,000,000/ (Fifty Million Lebanese Pounds) (approximately $/33,333/) or (ii) its total assets exceed $/500,000/. 

(iii) Accounts 

Local standards are similar to international standards and GAAP (Generally Accepted Auditing Principles). 

Incorporation Procedure

1. Pre-Incorporation 

(i) Articles of Association (By-Laws) 

The Company’s articles of association must be executed before a notary public.

(ii) Evidence of Subscription 

A request issued by the founders and countersigned by the subscribers (future shareholders) shall be addressed to a local bank requiring the latter to issue and deliver a certificate of capital subscription for the account of the “Company under Formation”. 

  1. Incorporation Process and Allotment of Shares 

(i) Founders’ Meeting 

The Founders’ Meeting is the first meeting of the general assembly of shareholders held (i) to acknowledge the articles of association and the issuance of the share capital and (ii) to appoint the first board of directors, the legal advisor and the auditor and (iii) to ascertain the incorporation of the Offshore. 

(ii) First Board of Directors 

The role of the first board is to appoint the Chairman-General Manager. 

(iii) Subscription by a Foreign Entity 

If a foreign entity wishes to subscribe to shares in the capital of the Offshore, the following authenticated documents are required: 

–  The articles of association of the foreign entity; 

–  The certificate of registration of the foreign entity; and 

–  A resolution by the appropriate corporate authority of the foreign entity (general assembly or board of directors) authorizing the equity participation in the Offshore.

3. Incorporation Costs 

The incorporation costs of the Offshore with a minimum capital ($/20,000/) amount to approximately $/2,000/. LBP/1,000,000/ (One Million Lebanese Pounds) as a one-time lump sum incorporation tax (tax on the articles of association); 

4. Post-Incorporation 

The Offshore shall execute such agreements as may be necessary to incept its activities including lease, employment and other agreements. 

Should the shareholders of the Offshore wish to organize their relations (for matters presenting a sensitive or confidential character), such organization may be dealt with under a shareholders’ agreement. 

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