Incorporating a Holding Company in Lebanon [Legal Advice]

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This series on registration and incorporation in Lebanon comes to Wamda courtesy of Michel Ghanem of Khalaf Law Firm and Lebanon Offshore, both of which offer preferred rates to WamdaCard members.

Below is a description of the criteria for registering a Holding company in Lebanon. For more on different types of registration, see our complete list on How to Register a Company in Lebanon


Holding companies are governed by Decree-Law No. 45, dated 24 June 1983 and its amendments. Lebanese Holding companies are joint stock companies subject to the same rules applicable to normal Lebanese joint stock companies, however, with some exceptions concerning their purpose (which is limited by the Law), and the tax treatment provided thereto.

Purpose of Holding Companies

The purpose of Holding companies is limited, by operation of the Law, to the following specific activities:

  1. Acquisition of shares in existing joint stock or limited liability companies, whether Lebanese of foreign, or participate in their incorporation.
  2. Management of companies in which it own shares.
  3. Acquisition of intellectual rights such as patents, trademarks and licenses.
  4. Acquisition of movable and real estate properties required by their activities.
  5. Granting of loans to its affiliates, and grant them guarantees towards third parties, with the exception of such Lebanese companies where the Holding keeps less than twenty per cent (20%) of the total shares.

A Holding company is not allowed to directly own more than forty per cent (40%) of the capital in more than two (2) companies operating within the same field of activity in Lebanon, if such contribution is likely to evade the laws on trusts and monopolies. Such restriction does not apply to investments outside Lebanon.

This type of companies can have their capital, as well as their accounts and balance sheets expressed in foreign currency.

Management

The Chairman of the Board can be a foreigner and does not need to have a work permit, in case he does not reside in Lebanon.

The company must have its head office registered in Lebanon. The annual general assembly has to convene in Lebanon, within a maximum delay of five (5) months as of the end of the company’s financial year. However, the meetings of the Board of Directors and other general assembly’s may be held abroad if this is stipulated in the Articles of Incorporation of the company.

Legal Obligations of Holding Companies

Holding companies are subject to the following obligations:

  1. They have to designate at least one resident Lebanese auditor and one Lebanese lawyer.
  2. They need to keep their books and accounts, and pay their taxes, in accordance with Lebanese laws.
  3. They must be registered in the Central Commercial Registrar.

In case of infringement to the rules concerning the purpose of Holding companies, the company will have to pay the regular tax as applicable to joint stock companies working in Lebanon (concerning income tax, this will be 15%), and a fine of 20% of the basic tax or 3% of its basic capital, whatever amount is greater

Taxation

The holding company is exempted from Income Tax. Instead, it will be subject to an annual flat rate tax based on its registered capital:

  • 6% of the amount of their registered capital up to Fifty million Lebanese Pounds (LBP 50.000.000).
  • 4% of capital between Fifty (LBP 50.000.000) and eighty (LBP 80.000.000) million Lebanese Pounds.
  • 2% on capital over eighty million Lebanese Pounds (LBP 80.000.000).

This flat rate tax, in any circumstances, may not exceed a total sum of five million Lebanese Pounds (LBP 5.000.000), (approximately US$ 3,200).

Dividends distributed by the company are exempted from Capital Gains Tax (invested capital).

In addition, all contracts signed by the company in Lebanon will be exempted from stamp duty.

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