[:en]Foreign companies are governed by the Lebanese Code of Commerce. For a foreign commercial company to operate in Lebanon, it must register as a ‘Branch’ or ‘Representative Office’. 

  1. Branch:

Branches of non-Lebanese companies (Foreign Companies) when duly registered may operate exactly as Lebanese companies. They can conduct business in the Middle East and establish a head office in Beirut to control the activities in other countries. 

A Lebanese branch of a Foreign Company (the Branch) must fulfill the following conditions:

  • It must have the same object as the mother company
  • It is authorized to engage in regular trade activities or to own local business entities
  • It must be registered with the Ministry of Economy and Trade if the head office is a joint stock company, a limited liability company, or a partnership by shares
  • A second registration is required at the Trade Registry
  • The Foreign Company must appoint at least one director to manage and run the Lebanese branch, as well as a lawyer on a yearly retainer basis
  1. Required Documents


The following corporate documents (the “Corporate Documents”) are required for purposes of registration of the Branch in Lebanon: 

  • The Bylaws of the Foreign Company; 
  • The Certificate of Incorporation of the Foreign Company; and 
  • The minutes of meeting of the competent governing corporate body of the Foreign Company (i.e. Board of Directors or General Assembly…) resolving the following: 
  • To open the Branch of the Foreign Company in Lebanon; 
  • To appoint a general manager for the Branch (the “General Manager”); and 
  • To determine the General Manager’s authorities, which authorities should include the power to appoint a local auditor and a local legal counsel of the Branch in Lebanon. 

All the Corporate Documents should be (i) provided in three (3) originals or true copies certified by the commercial registry of the Foreign Company’s country of origin, (ii) legalized before the Lebanese embassy (or consular services’ office) in the Foreign Company’s country of origin and (iii) translated to Arabic by a sworn translator (if applicable). 

  1. Registration Process 

The registration of the Branch in Lebanon routes through the following process: 

  • Legalization of the Corporate Documents: 

The Corporate Documents must be legalized by the Ministry of Justice and the Ministry of Foreign Affairs in Beirut. 

  • Registration of the Branch:
    (i) Acknowledgment by the Ministry of Economy and Trade 

All Foreign Companies must give notice to the Ministry of Economy and Trade of their intention to carry out business in Lebanon prior to applying for registration of a Branch at the Commercial Registrar. 

The Corporate Documents must be presented to the Ministry of Economy and Trade along with an application duly signed by the appointed General Manager. The Ministry of Economy and Trade will in return issue an “acknowledgment” (the “MET Acknowledgement”) and publish the same at the Official Gazette prior to delivering the original thereof to the Foreign Company. 

Timeframe: Approximately /2/ (two) weeks from the date of filing of the application 

Applicable Fees: The applicable fees are currently set at approximately USD/1,200/ (One Thousand Two Hundred United States Dollars), excluding the fees for publication at the Official Gazette. 

The Ministry of Economy and Trade estimates the cost of publication at the Official Gazette depending on the page space required. Such publication fees do not usually exceed USD /250/ (Two Hundred Fifty United States Dollars). 

(ii) Registration before the Commercial Registrar 

Following obtainment of the MET Acknowledgement, the Corporate Documents and the MET Acknowledgement must be presented to the commercial registrar having jurisdiction over the area where the Branch will be located (the “Commercial Registrar”) along with an application duly signed by the appointed General Manager. 

All amendments and/or changes affecting the above-mentioned information should be relayed to the Commercial Registrar as to allow for the update of its records in such respect. 

A Branch which is not duly registered before the Commercial Registrar may not recourse to the Lebanese courts.

Timeframe: /5/ (five) working days from the date of filing of the application Applicable Fees: Approximately USD/1,000/ (One Thousand United States Dollars)

  1. Specific Requirements
  • The Branch must abide by and remain compliant with all local labor law requirements. The Branch is required to register all its Lebanese and foreign employees with the National Social Security Fund. 
  • The General Manager may be a Lebanese national or a foreigner. In the event the General Manager is non-Lebanese, he/she must file for and obtain a valid work permit from the Ministry of Labor. 
  • The Branch must apply for a “start of business” authorization before the Ministry of Finance within /2/ (two) months as of the Branch’s registration at the Commercial Registrar. 
  1. Representative Office:

A foreign company may establish a representative office (Rep Office) in Lebanon. Such entity generally has the same characteristics and requirements as a Lebanese branch:

  • It must have the same object as the mother company
  • Its activity is restricted and limited to the promotion of the head office’s services and products. Hence, a representative office may not engage in trade activities of any kind in Lebanon
  • It must be registered with the Ministry of Economy and Trade if the head office is a joint stock company, a limited liability company, or a partnership by shares
  • A second registration is required at the Trade Registry
  • The parent company must appoint at least one director to manage and run the Lebanese branch, as well as a lawyer on a yearly retainer basis
  1. Regulatory Framework 

The establishment of a Rep Office is governed by: 

  1. Articles 28 and 29 of the Lebanese Code of Commerce, which sets out the obligations of a Company intending to open a Rep Office in Lebanon; 
  2. Circular no. 2603 issued by the Lebanese Ministry of Finance on 23/02/2002, which determines the scope of activities of the Rep Office; 
  3. Law no. 96 of 20/12/1926, which provides for the requirement to obtain an
    acknowledgement from the Lebanese Ministry of Economy and Trade (the “Ministry”) prior to the registration of the Rep Office at the commercial registrar; and 
  4. Internal regulations issued by the Ministry setting out the registration process of the Rep Office before the Ministry.
  1. Restrictions On Activities 

The Rep Office is not considered a legal entity with an independent legal personality, and is not entitled to carry out in Lebanon any commercial activities or any business that generates profit. The operations of the Rep Office are limited to certain activities, such as conducting administrative affairs and public relations and maintaining contacts with existing and prospective clients and governmental agencies for the promotion of the Foreign Company’s products and interests. The Rep Office’s revenues are limited to the funds transferred by the Foreign Company to cover the Rep Office’s expenses. 

  1. Required Documents

The following corporate documents (the “Corporate Documents”) are required to launch the process described in Section 4 below:

  • The Company’s articles of association authenticated by: 
  • The commercial registrar in the Company’s country of origin; 
  • The Lebanese embassy in the Company’s country of origin; and 
  • The Ministry of Foreign Affairs in Lebanon.
  • A resolution of the Company’s Board of Directors, General Assembly or other authorized governing body of the Company to establish a Rep Office in Lebanon and to appoint a director for the Rep Office (the “Manager”). This resolution must be authenticated by the Lebanese embassy in the Company’s country of origin, and the Ministry of Foreign Affairs in Lebanon. The authorities of the Manager typically include: 
  • To establish and register the Rep Office in Lebanon and take all measures and do all acts necessary in such respect; 
  • To represent the Company before all administrations and courts and receive notices addressed to the Company; 
  • To manage the Rep Office’s operations and sign on behalf of the Company, notably on all contracts, agreements, documents, statements, and receipts; 
  • To receive, pay, sign and cash all securities, checks, and bonds and operate the Rep Office’s banks accounts; 
  • To engage, dismiss and remunerate lawyers, accountants, arbitrators and employees; and 
  • To delegate to third parties all or part of his authorities.

The Corporate Documents must be translated to Arabic by a sworn translator and, if the translation takes place in Lebanon, said documents must also be notarized and legalized at the Ministry of Justice prior to their legalization at the Ministry of Foreign Affairs in Lebanon. 

The Foreign Company may elect to mandate a Lebanese attorney (the “Attorney”) to undertake the process described in Section 4 below leading to the registration of the Rep Office, by granting said attorney a special power of attorney to such effect (the “POA”). The POA must be legalized (a) by a Notary Public if it is issued in Lebanon, or if it is issued outside Lebanon, (b) by the Lebanese embassy in the Company’s country of origin, and the Ministry of Foreign Affairs in Lebanon. 

  1. Registration Process 

The incorporation of the Rep Office is a three-fold process, featuring (1) the obtainment of a certificate from the Israel Boycott Office, (2) the obtainment of an acknowledgement from the Ministry, and subsequently (3) the registration of the Rep Office at the commercial registrar. 

(i) Certificate from the Israel Boycott Office 

A request for a certificate from the Israel Boycott Office at the Ministry (application submitted online) required for all non-Arab countries except for Egypt and Jordan (the “Boycott Certificate”). 

(ii) Acknowledgement of the Ministry 

The Company must complete and submit and online application containing or enclosing notably the following information and documents (the “Application”): 

  • The name, date and place of birth, nationality and domicile of each of the Company’s shareholders; 
  • The commercial name of the Company; 
  • The object of the Company; 
  • The corporate form of the Company; 
  • The Company’s head office and the places where it operates branches or agencies, in Lebanon and/or abroad; 
  • The names of the persons authorized to sign on behalf of the Company; 
  • The amount of the Company’s capital and the contributions of each shareholder thereto; 
  • The duration of the Company;
  • If the Manager is a foreigner, evidence of a valid Lebanese work permit; and Evidence of the appointment of a Lebanese lawyer. 

Subsequently to filing the Application online, the Company must submit to the Ministry the hard copies of the Corporate Documents, the Boycott Certificate, and if applicable, the POA. 

The Ministry shall issue an “acknowledgment” (the “Acknowledgement”) and publish the same at the Official Gazette prior to delivering the original thereof to the Foreign Company. 

(iii) Registration before the Commercial Registrar 

Following the obtainment of the Acknowledgement, a copy of the Corporate Documents shall be submitted to the Commercial Registrar along with a circular, a certificate of incorporation, a domiciliation letter, a copy of the ID or passport of the Manager, the payment receipt of the fees referred to in Section 4 below, which documents reflect the following information: 

  • The name, date and place of birth, nationality and domicile of each of the Company’s shareholders; 
  • The commercial name of the Foreign Company; 
  • The object of the Foreign Company; 
  • The corporate form of the Foreign Company; 
  • The Foreign Company’s head office and the places where it operates branches or agencies, in Lebanon and/or abroad; 
  • The names of the persons authorized to sign on behalf of the Foreign Company; 
  • The amount of the Foreign Company’s capital and the contributions of each shareholder thereto; and 
  • The duration of the Foreign Company.

The timeframe for obtaining the Acknowledgement is approximately two (2) weeks from the date of filing of the Application. 

The timeframe of the registration process before the Commercial Registrar is two (2) working days from the date of submission of the documents set out in paragraph 3 above to the Commercial Registrar. 

  1. Applicable Fees 

The fees and expenses (excluding legal fees) for the registration of the Rep Office amount to approximately USD 1,200 (One Thousand Two Hundred United States Dollars), excluding the fees for the publication at the Official Gazette, which amount to approximately USD 250 (Two Hundred Fifty United States Dollars). 

  1. Applicable Taxes 

The Rep Office is exempt from income tax on the basis that it does not operate in Lebanon, i.e. it does not sell goods (or services) nor derive any income in Lebanon. The Rep Office is subject to tax on salaries and wages paid to its employees. The tax rate is ascending and calculated by reference to brackets of salary amounts. It is deducted at source. 

  1. Specific Requirements 
  • The Rep Office must abide by and remain compliant with all local labor law requirements. The Rep Office is required to register all its Lebanese and foreign employees at the National Social Security Fund. 
  • The Manager may be a Lebanese national or a foreigner. In the event the Manager is non- Lebanese, he must file for and obtain a valid work permit from the Lebanese Ministry of Labor. 
  • The Rep Office must apply for a “start of business” authorization before the Lebanese Ministry of Finance within two (2) months as of the Rep Office’s registration at the Commercial Registrar. 
  • The Rep Office must notify the Commercial Registrar of all amendments affecting the information submitted to the latter during the registration process in order to allow for the update of its records.

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