GENERAL PARTNERSHIP

• The partner may not transfer his shares in the company’s capital to third parties without the unanimous consent of all partners.

• The causes of dissolution (for all kinds of companies) are:

• End of term of the company,
• Achievement of the project,
• Disappearance of the purpose for which the partnership was organized

• The Court may always be called upon to declare the dissolution of the partnership:
• At the request of one partner, if the partnership is for an indefinite duration,
• Bankruptcy of one of the partners. However, the rest of the partners may unanimously decide to continue the partnership
among them without the bankrupted partner
• Incapacity of a partner

• The death of a partner shall not entail the automatic dissolution of the general partnership that continues with the surviving
partners. The deceased partner’s heirs shall act as sleeping partners.
LIMITED LIABILITY COMPANY
Limited Liability company is a commercial company composed of partners who are held for the company’s liability only to
the extent of their contributions.

•Partners: A minimum of 3 and a maximum of 20, except in the case of the transfer of shares by inheritance (max 30 partners, or
the company should be converted in a joint-stock company).

•Contributions: In cash or in kind. Contributions in industry are prohibited.

Capital: A minimum of 5,000,000LP divided in equal parts, distributed to the partners in proportion of their respective
subscription.

•Name of the company: innovative name OR the name of one or several partners, followed by Limited Liability Company.

•Management: is entrusted to one or several managers chosen among the partners or elsewhere. At the end of each year, the
manager(s) shall draw up a report on the company’s activity during the year, a profit and loss account, etc. Such documents shall
be notified to the partners before their meeting to ratify the management activities.

•Dissolution of the company: In case ¾ of the capital was lost (unless partners decide to reduce the amount of the capital), in case
the capital falls down the minimum legal amount required. The company is not dissolved by the bankruptcy or disqualification
of one of the partners. The said partner will be substituted by his legal representative.
 LIMITED LIABILITY COMPANY
 The partners’ shares can be freely transferred among partners

 The partners’ shares may be transferred by inheritance to their heirs. However,

TRANFER OF SHARES

the Bylaws of the company may stipulate that the company may be given the
option to admit heirs as partners or to indemnify the heirs for their rights.

 The partners’ shares may not be transferred to a third party without the consent
of partners representing at least three-quarters of the capital.
* The company has the priority right to purchase the transferred shares within a
delay of 15 days from its notification.
*In case the company did not exercise such right, one or several partners may
exercise it within 30 days from their notification.
LIMITED LIABILITY COMPANY
The meeting of partners (General Assembly)
is held at least once a year and is called by the manager(s).

Each partner has a voting power equal to number of owned shares.

Ordinary General Assembly:

• Decisions are passed by a majority of shares representing at least half of the company’s capital.
• If such majority is not secured, the partners are convoked a second time, decisions are then passed
at the majority of votes, irrespectively of the presented part of the capital.

Extraordinary General Assembly (modification of company’s bylaws):

• Decisions are taken by a majority of votes representing ¾ of the capital.
• Unanimous decision is required for the conversion of the company into a general partnership and
the modification of the nationality of the company.
Joint-Stock Corporation
A joint-stock corporation is a company incorporated by a group of individuals who subscribe to negotiable shares, and are
liable for the company’s debts to the extent of their contributions.

•Shareholders: a minimum of 3 founders, no maximum limitations.

•Capital: A minimum of 30,000,000 LP

•Shares are freely transferrable.

•Auditors: Joint-Stock corporations should have 2 auditors; one designated by the ordinary general meeting of shareholders
and an other appointed by the President of the Commercial Court.

•Management: A board of directors is in charge of the management of the corporation. It is fully empowered to enforce the
resolutions of the general assembly and to carry out all activities required for the usual functioning of the company. The
Board of Directors should prepare a yearly statement of a loss and profits, an inventory, etc.

•Dissolution of the company: In case ¾ of the capital was lost (unless partners decide to reduce the amount of the capital).

•Board of directors:
• A minimum of 3 members and a maximum of 12.
• Elected by the general assembly of shareholders,
• They must be/ should remain shareholders (with a minimum number of shares) until the end of their mandate.
• Majority of members should be Lebanese.
The Board of directors must appoint one of its members as a Chairman.