Do I need a lawyer to be able to register as a merchant in Lebanon?
No, you do not.
What are the most important types of clauses I should include in the shareholders' agreements?
While drafting a shareholders’ agreement, don’t forget to discuss clauses relating to:
• Quorum and majority conditions that should be met in the meetings of ordinary and extraordinary general assembly of shareholders
• Composition of the board of directors: first members of the board, the procedure to appoint them, voting requirements
• Appointment of a CEO and her role
• Transfer of shares (including whether preemption or consent rights apply)
• Events of default and consequences (including put/call options, default sale price and default exit price…)
• Exit strategy, drag-along and tag-along, dissolution of the company
• Liability and indemnification
What kind of taxes should I pay for my startup?
For individual enterprises tax rates apply as follows:
• Net income up to LBP 9M: 4% of profits
• Net income between LBP 9 M and LBP 24 M: 7% of profits
• Net income between LBP 24 M and LBP 54 M: 12% of profits
• Net income between LBP 54 M and LBP 104 M: 16% of profits
• Net income exceeding LBP 104M: 21% of profits
For companies tax rates apply as follows:
• 15% on profits
• 10% on distribution of dividends
Note that disposal of shares in SARL are subject to capital gains tax at 10% while sale of shares in SAL companies are exempted
Taxes on salaries and wages are divided as follows:
• Net income up to LBP 6M: 2% of net income
• Net income between LBP 6M and LBP 15M: 4% of net income
• Net income between LBP 15M and LBP 30M: 7% of net income
• Net income between LBP 30M and LBP 60M: 11% of net income
• Net income between LBP 60 and LBP 120M: 15% of net income
• Net income exceeding LBP120M: 20% of net income
Furthermore, you should pay the VAT at the rate of 10% on all goods and services inside Lebanon as long as your turnover over 4 consecutive quarters exceeds LBP 150M.
Can the annual general meeting of shareholders discuss subjects that are not mentioned in the meeting agenda?
No, it can't unless it is an unexpected and urgent matter which arises during the meeting.
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