QUESTIONS & ANSWERS
What should the joint stock company's articles of association include?
A joint stock company’s articles of association should include the following:
• Company’s name
• Company’s purpose
• Company’s duration
• Company’s main office
• Company’s capital
• Number of shares
• Value and type of shares (nominal or bearer)
• Profits distribution and management
• Prerogatives of the board of directors
How is a joint stock company taxed?
Joint Stock companies are taxed at a rate of 15% on generated net profits and 10% on distribution of dividends (Capital Gain Tax).
I have multiple startup ideas
Work on the one that will cause the most immediate, concrete improvement in users' lives. Don't worry too much at first about competitors, or how users will find out about it, or how to make money. But don't work on something that's going to take ten years, either. (In technology, ten years rounds up to never.)
Can one trademark application cover more than one class of goods/services?
Yes, it can.
How do I determine if a joint stock company is Lebanese?
A joint stock company formed and duly registered in Lebanon is automatically considered Lebanese even if the majority of shareholders are not Lebanese.
Can the board of directors of a Lebanese holding company convene outside Lebanon?
Yes, it can.
What is common stock?
Common stock is the stock that does not have priority over any other equity security with respect to payments of dividends or the distribution of assets upon liquidation.
What is required in order to hire employees for my startup?
In order to hire employees, you should be registered with the NSSF (Social Security) within one (1) month from the start of operations. You should also enter into employment agreements with your employees and register them with the NSSF. Social Security contributions are calculated as a percentage of monthly salaries, including overtime, bonuses, and fringe benefits. Note that you should also register foreign employees working in Lebanon (holders of work permits) with the NSSF provided their countries of origin offer equal treatment to Lebanese workers (e.g: France, Italy, UK, Syria, and Belgium).
You should declare to the NSSF any termination of employment within 15 days from the date of termination.
What are preferential shares?
Preferential shares can be created by virtue of a decision of an extraordinary general meeting, giving their owners preferential rights over material benefits only.
Are laws, legislative decrees, decrees and decisions issued by public authorities protected by copyright law?
No, they are not.
Should the full capital of a partnership limited by shares be paid upon subscription?
The capital of a partnership limited by shares should be subscribed to in full, but a quarter of the value of the shares should be paid, and the paid amounts should be deposited at an accredited bank.
How can I transfer my shares in a Lebanese joint stock company?
In principle, the transfer of shares in a joint stock company to third parties is free from any restrictions, unless the company’s bylaws provide for restrictions such as preemptive rights to existing shareholders. Such transfer takes approximately two to three business days and is not subject to a tax on the capital gains, except when the seller of the shares is a company.
What are the key legal documents involved in a financing round for a startup?
With respect to the governance of a company, the two most important documents are the articles of association and the subscription and shareholders’ agreement (SSHA).
The purpose of the articles of association is to regulate the internal management of the company and how power and control is shared between the shareholders of the company and its directors.
The SSHA is a private and confidential document that records the commercial terms of the arrangement between the parties and will include specific details of any relevant proposed subscription for shares and any other key terms of the investment.
There is also the intellectual property (IP) and assignment agreement which transfers the ownership and rights of the IP specified in the assignment from one person to another and the non-disclosure agreement which protects the company information and IP by making it clear in writing that any information provided is confidential and should not be disclosed to any other person and by limiting the disclosure of such information to a need to know basis.
When should I sign a shareholder agreement?
Once your startup has negotiated and signed back a term sheet with an investor, the process of ensuring that you have all the proper legal documents will begin. Several key documents must be drafted, negotiated and finalized before an investor cuts a cheque for your business. One of these documents is the shareholders agreement.
How is a Lebanese holding company taxed?
• The holding company is exempted from:
- income tax
- tax on distributed dividends (capital gains tax)
- stamp duty
• The holding company is subject to an annual fixed tax based on its registered capital:
- 6% of the amount of its registered capital up to LBP 50,000,000
- 4% of the amount of its registered capital between LBP 50,000,000 and LBP 80,000,000
- 2% of the amount of its registered capital over LBP 80,000,000
This flat rate tax, in any circumstances, may not exceed a total sum of LBP 5,000,000 (i.e. USD 3,200).
How are preferential stock holder treated in case of liquidation?
The preferential stockholder will get paid before the other shareholder, in case of liquidation.