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Predominant characteristics of Lebanese offshore companies

Finance

The following brief covers only the major characteristics of the Lebanese offshore companies and might not address all legal and other aspects of the Lebanese offshore companies (LOC). For a comprehensive text of the law, please refer to the Lebanese Code of Commerce and its amendments.

 

 

1. Setting up offshore company in Lebanon

 

1.1.    Capital: 30 million Lebanese pounds (LL.) at least or the equivalent in foreign currency.

 

1.2.    Number of shareholders: Three shareholders at least.

 

1.3.    Registration of the Articles of Incorporation in the Special Offshore Companies Register

 

1.4.    Shares: A nominal value of LL.1,000 per share at least or the equivalent in foreign currency.

 

1.5.    Board of Directors

-     3 to 12 members maximum

-     All board members may be foreign persons or companies except for the chairman of the board who should be a physical person but may be a non Lebanese.

-     The chairman does not need a work permit if he is a foreigner not residing in Lebanon.

 

 

2. Object of the Lebanese offshore

 

2.1    Negotiation and signature of contracts and agreements concerning operations and transactions taking place outside Lebanese territories and relating to funds [commodities] located abroad or in custom free zones.

 

2.2    Management, from Lebanon, of companies and establishments having activities limited to operations outside Lebanon, export of professional, management and organization services as well as all kinds of software, to establishments located outside Lebanon at the request of such establishments.

 

2.3.   External Trade operations, triangular or multiple, carried out outside Lebanon. To this effect, offshore companies can undertake negotiations and signature of contracts, dispatch of goods and reissue of invoices for activities and operations outside Lebanon or from or to custom free zones. This includes the use of facilities available at custom free zones in Lebanon to store imported goods in view of their re-exportation.

 

2.4.   Operations and activities of maritime transport.

 

2.5.   Acquire stocks, shares, securities and partnerships in non-resident foreign establishments and companies and provide loans to non-resident establishments in which the offshore company owns more than 20% of the capital.

 

2.6.   Acquire and/or enjoy rights to products and goods agencies as well as to representation of foreign companies in markets abroad.

 

2.7.   Open branches and representation offices abroad.

 

2.8.   Create, exploit, manage and acquire all commercial enterprises except for those prohibited in Article no.2 of Law no.19 (see paragraph 3 above).

 

2.9.   Open credits and contract loans to finance the above-mentioned operations and activities from banks and financial establishments residing in Lebanon or abroad.

 

2.10. Rent offices in Lebanon and acquire properties required for their activities, taking into consideration the law governing the acquisition by foreigners of real estate in Lebanon.

 

3.  Prohibited operations for the Lebanese offshore companies

 

3.1. Lebanese offshore companies are prohibited from engaging in insurance activities of any kind whatsoever as well as in operations and activities performed by banks, financial institutions and all establishments that are subject to the control of the Central Bank of Lebanon (Banque du Liban).

They are also prohibited from carrying out in Lebanon other business than that mentioned in paragraph 2 here above.

They are also forbidden to earn any profit, income or revenue from movable or immovable properties located in Lebanon or from services provided for establishments located in Lebanon, except for the revenues from their bank accounts and the yields resulting from subscribing to Lebanese Treasury bills and the transactions relative thereto.

 

 

4. Taxes and duties

 

4.1.   Income tax: No taxes shall be deducted on profits earned by Lebanese offshore companies. Instead a lump sum tax of L.L.1,000,000 shall be directly paid at the end of every fiscal year.

 

4.2.   Tax on dividends: Dividends distributed by the companies are exempt from tax on movable capitals.

 

 

4.3.   The company is exempt from tax on movable capitals due on the receipts and revenues resulting from investment of its funds outside Lebanon.

 

4.4.   The company is exempt from tax due on amounts paid by it to physical or legal persons outside Lebanon in compensation for services rendered outside Lebanon.

 

4.5.   Value Added Tax (VAT): The Company is exempt from VAT. However the VAT Department requires the registration at its offices, of offshore companies using the facilities of the Lebanese Free Zone.

 

4.6.   Fiscal Stamp: Contracts and all documents signed by the company outside Lebanon are exempt from stamp duty.

 

4.7.   The company is exempt from taxes on wages and salaries of employees working abroad.

 

4.8.   The shares of the company and its shareholders are also exempt from all transfer and inheritance taxes as well as taxes [charges] related thereto.

 

4.9.   Wages and salaries of employees working at the company are subject to taxation under Title II of the Income Tax Law. 30% of the basic salary of non-Lebanese employees is considered as representations allowances not subject to tax on wages and salaries.

 

 

5. Various provisions

 

5.1.   The company may limit itself to the publication of the balance sheet of the financial year in the special register of offshore companies.

 

5.2.   The company shall appoint at least one principal auditor (Commissaire de surveillance). The company shall be exempted from the obligation of appointing a subsidiary auditor.

 

5.3.   Foreign employees working in Lebanon are exempted from the obligation to obtain a work permit if the value of the annual balance sheet of the company is equal or exceeds one billion Lebanese pounds.

 

5.4.   These companies are subject to law provisions applicable to joint stock companies for all that is not inconsistent with the provisions of Law no.46 dated 24/06/83 and its amendments

 

 

5.5.   The company shall be subject to the obligation of keeping accounting books, to draw annual financial statements, to file tax returns and to pay taxes due.

 

5.6.   The company’s capital may be set up in foreign currency provided the company keeps its books in the same currency.

 

5.7.            The members of the board of directors may be foreigners.

 

5.8.      The non-Lebanese chairman of the board of directors or the person entitled to sign on behalf of the company shall not be required to hold a work permit if he does not reside in Lebanon.

 

General remark:

This overview does not constitute an exhaustive study of all aspects of Lebanese Offshore Companies operating in Lebanon, but only describes briefly the main characteristics of the Lebanese Offshores at date of this briefing.

 

For more details, please do not hesitate to contact our offices:

 
AGN-Serhal Nassar & Co.

St. Nicholas Tower - A2

Sursock Square

Achrafieh - Beirut

Lebanon

Tel: ++ (961) 1-338448

GSM: ++ (961) 3-278650

E-mail: info@serhalco.com


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