Best Investment & Business Structuring Lawyers in Lebanon

1. About Investment & Business Structuring Law in Lebanon

Lebanon uses a framework of investment, corporate, and regulatory laws to govern how businesses are formed, reorganized, financed and operated. Investment and business structuring laws aim to attract local and foreign capital while ensuring compliance with tax, labor, banking, and anti money-laundering rules. The Investment Development Authority of Lebanon (IDAL) is the leading public body coordinating incentives, licensing, and aftercare for investment projects.

Key elements of Lebanon's structuring landscape include corporate formation (types of entities, governance, and ownership), licensing for specific sectors, transfer of shares and assets, and compliance with foreign exchange and banking rules. In practice, structuring a business in Lebanon requires aligning corporate documents with civil and commercial codes, bank due diligence, and sector specific licensing. A lawyer helps ensure the structure remains flexible, tax efficient, and compliant as laws evolve.

For residents and international investors, the right corporate form and licensing approach can significantly affect incentives, repatriation of profits, and access to banking services. Practical considerations include choosing between a limited liability company (SARL) and a joint stock company (SA), evaluating licensing pathways for regulated sectors, and planning for cross border ownership or joint ventures. Working with a lawyer helps you navigate these decisions and avoid common missteps.

2. Why You May Need a Lawyer

• Setting up an investment project eligible for incentives - You plan to establish a manufacturing or IT project and want to apply for IDAL incentives; a lawyer can prepare the project file, eligibility documentation, and liaise with IDAL for approval timelines.
• Forming an appropriate legal entity - You need a Lebanese SARL or SA with the right share structure and governance provisions to suit ownership, funding, and exit planning; a lawyer drafts articles of association and ensures compliance with the Commercial Companies Law.
• Structuring a local joint venture - You intend a joint venture with a Lebanese partner and must allocate governance rights, transfer restrictions and dispute resolution mechanisms; a lawyer drafts a comprehensive shareholder agreement and aligns it with local law.
• Reorganizing a family business - You want to convert a sole proprietorship into a holding company for succession and risk management; a lawyer designs a holding structure, equity transfers, and governance rules to facilitate a smooth transition.
• Ensuring AML/CTF and banking compliance - You plan cross border financing or opening bank accounts; a lawyer ensures source of funds, KYC, and reporting obligations are met to avoid delays or penalties.
• Drafting key corporate documents and contracts - You need tailored shareholder agreements, employment contracts, licensing agreements, and non disclosure agreements that reflect Lebanese practice and foreign investor needs.

3. Local Laws Overview

The main pillars for investment and business structuring in Lebanon include the Investment Law framework, the Commercial Companies Law, and AML/CTF regulations implemented by the banking regulator. These regimes determine eligibility for incentives, how businesses are formed, and how financial crime risks are managed.

Investment Law No. 360/1994 governs incentives for investments and the licensing process for eligible projects. It provides the framework for qualifying sectors, tax exemptions, and repatriation of profits, with IDAL administering the incentive system and coordinating with line ministries. The law has been amended over the years to expand eligibility and simplify procedures for certain sectors and SMEs. For details on incentives and eligibility, see IDAL’s official materials.

Source: Investment Law framework and incentives overview. IDAL.

Commercial Companies Law No. 662/2007 regulates the formation, operation, and governance of business entities such as SARL and SA. It prescribes corporate forms, share structures, director responsibilities, and capital maintenance requirements. The law has undergone amendments to modernize filings, governance, and minority protections, aligning with current business needs in Lebanon.

Anti Money Laundering and Counter-Terrorist Financing (AML/CTF) framework governs customer due diligence, reporting obligations, and risk management for financial transactions. Banks and licensed financial institutions enforce these rules under banking supervision from Banque du Liban (BDL). Compliance is essential for cross border investments and for maintaining banking relationships.

Source: AML/CTF regime and banking supervision guidance. BDL.

4. Frequently Asked Questions

What is the first step to structure an investment in Lebanon?

Identify the investment objective and sector, then determine the optimal corporate form (SARL or SA) with local ownership considerations. A lawyer can map the structure to meet IDAL incentives and regulatory requirements.

What is the difference between a SARL and a SA in Lebanon?

A SARL (Limited Liability Company) typically suits small to mid sized ventures with a limited number of shareholders, while a SA (Joint Stock Company) suits larger capital structures and easier equity transfer. Governance, capital requirements, and shareholder rights differ between the forms.

How long does it take to set up a company in Lebanon?

Formation can take 2 to 6 weeks depending on the entity type, licensing needs, and registry processing times. A lawyer can streamline document preparation and coordinate with the competent registries to minimize delays.

Do I need a local partner to invest in Lebanon?

Foreigners may form Lebanese entities without a local partner in many cases, but certain sectors require domestic participation or specific licenses. A lawyer can confirm sector specific rules and structure shareholding accordingly.

What incentives can IDAL offer for manufacturing or tech projects?

Incentives may include tax holidays, exemptions on customs duties, and support services for eligible sectors. Eligibility depends on sector, project size, and compliance with local regulations; IDAL provides project scoring and approvals.

How much capital is typically required for a Lebanese SARL or SA?

There is no uniform minimum capital for SARLs, but banks often require a demonstrable capital base for credit and licensing purposes. For SA and specialized projects, capital thresholds may apply depending on sector and licensing needs.

What is required to protect minority shareholders in Lebanon?

The Commercial Companies Law sets governance rules and minority protections; a shareholder agreement can specify veto rights, tag along and drag along rights, and dispute resolution mechanisms.

Do I need to comply with AML/CTF when structuring cross border investments?

Yes. Lebanese AML/CTF rules require rigorous due diligence, clear source of funds, and timely reporting of suspicious activities. Failure to comply can restrict banking and trigger penalties.

What is the difference between an Italian style holding and a local holding in Lebanon?

In Lebanon a holding structure typically consolidates ownership through a parent company or SPV; the choice depends on tax, governance, and financing considerations. Local law governs corporate form and asset transfers inside the holding chain.

Can I use a Lebanese company for regional operations beyond Lebanon?

Yes, many investors use Lebanese SPVs to manage regional operations, subject to Lebanese corporate law and cross border compliance. A lawyer can structure the SPV to optimize tax, repatriation, and regulatory compliance.

Should I work with a local lawyer for investment structuring in Lebanon?

Yes. A local attorney provides guidance on registry requirements, licensing, and regulatory changes. They can coordinate with IDAL, banks, and regulatory bodies to avoid delays and ensure compliance.

5. Additional Resources

• - Official government agency that administers investment incentives, licenses projects, and provides aftercare services to investors. Function: coord with ministries, verify eligibility, and facilitate incentives. IDAL
• - Regulates monetary policy, banking supervision, anti money laundering controls, and financial sector stability. Function: issue circulars that guide due diligence and funding transfers. BDL
• - International development organization providing analysis on the business environment, investment climate, and reform efforts in Lebanon. Function: data and policy context for investment planning. World Bank Lebanon Overview