Foreign Companies may operate in Lebanon either as a Branch or as a Representative Office.
a. Branch of a Foreign Company:
A Branch may engage in any business activity listed in the Foreign Company’s Articles of Association provided that it does not contravene Lebanese Law.
The main characteristics of a Branch:
- The Branch shall have the same moral entity of the foreign company and shall be subject to its legal articles of association therefore it shall reserve its foreign nationality.
- Branch Offices are not subject to minimum capital regulations.
- The Branch of a Foreign Company should be register before the Ministry of Economy & Trade (MoET) and the Competent Commercial Register.
- If the head of the Branch Office is foreigner, he must obtain a residence and Work Permit.
- Net Income derived from a branch’s operations in Lebanon is subject to Lebanese Business Income Tax, levied at a rate of 15%.
1. Information and Documents Required:
The Application for the establishment of a Branch of a Foreign Company in Lebanon should be addressed to the Ministry of Economy & Trade (MoET) signed by the Branch Manager or an Attorney. It must include the name of the mother Company, the address of its registered Head Office and details of its capital and structure. The Application should be accompanied by the following documents:
- A copy of the Articles of Association of the Foreign Company certified by the Commercial Register in the Country of Origin and the Lebanese Consulate in the Country of Origin and the Lebanese Ministry of Foreign Affairs, translated into Arabic by a sworn Translator and certified by the Ministry of Justice.
- A copy of the Resolution of a Board of Directors or General Assembly Meeting setting up a Branch in Lebanon certified by the Lebanese Consulate in the Country of Origin and the Lebanese Ministry of Foreign Affairs, translated into Arabic by a sworn Translator and certified by the Ministry of Justice.
- A copy of the Resolution of a Board of Directors or General Assembly meeting appointing the Branch Manager certified by the Lebanese Consulate in the Country of Origin and the Lebanese Ministry of Foreign Affairs, translated into Arabic by a sworn Translator and certified by the Ministry of Justice.
- A Power of Attorney (POA) in favour of a representative in Lebanon authorizing him to act on behalf of the mother company in establishing the branch in Lebanon, notarized and legalized up to the Lebanese Consulate in the country of origin if it is effected abroad.
After the “Notice” is granted by the MoET, the branch should be incorporated at the competent Commercial Register in the district in which the Lebanese Branch is to be located. The representative should submit to the Commercial register the “Notice” received from the MoET and the same documents presented to the MoET (described above).
2. Cost:
- The flat fee for the registration before the MoET is LBP/1,800,000/ (Around USD/1200/).
- Publication Fees in the Official Gazette which depends on the space needed for the publication of the Notice (Around USD/1/ per word).
- The flat fee for the registration before the Commercial register is LBP/900.000/ (Around USD/600/).
b. Representative Office of a Foreign Company:
The representative office shall not have a separate entity from the one of the foreign company and shall be subject to its articles of associations. The activity of the representative office shall be restricted to the marketing of services and goods provided by the foreign company directly without any engagement in any commercial, industrial or financial activities in Lebanon.
A Representative Office is exempt from Income Tax.
The Cost and Documents and information required for the registration of a Representative Office in Lebanon are the same as described for the registration of a Branch.
