Transparency of the Regulatory System
Private firms should exercise caution when bidding on public projects. Lebanese government agencies often sole-source contracts, undertaking direct contracting processes that operate according to differing standards and without a formal competitive solicitation. Public institutions evade regulations that promote full and open competition by splitting contract requirements into smaller solicitations whose values do not exceed government agency procurement limits. There is no unified procurement law. A modern Procurement Law is currently under preparation and will require the Cabinet and Parliament’s ratification. The Public Procurement Management Administration (PPMA), known as the “Tenders Board” has the authority to review terms of reference and evaluate bids for GoL contracts. The Central Inspection Board (CIB), an oversight body within the Office of the Prime Minister, oversees government administrative processes, and the Court of Audit has oversight over public expenditures. The Social Security Fund and the Council for Development and Reconstruction, public entities that manage large funding flows, remain outside the CIB jurisdiction.
Excessive regulation hampers procedures for business entry, operation, and exit. However, the process does not discriminate against foreign investors. International companies face an unpredictable and opaque operating environment and often encounter unanticipated obstacles or costs late in the process. Despite this, the World Bank’s 2019 Doing Business report (http://www.doingbusiness.org ) notes that it takes entrepreneurs 15 days to start a business in Lebanon, compared to the average of 21 days in the Middle East and North Africa (MENA) region.
Trademark registration, economic and trade indicators, and market surveillance reports, are available online at: http://www.economy.gov.lb . However, some procedures, including those related to protecting intellectual property rights, still require the right-holder to visit the ministry in person to finalize and pay required dues.
All legislation, government decrees, decisions, and official announcements are published in the Official Gazette. The government does not publish proposed draft laws and regulations for public comment, but a parliamentary commission may invite private sector stakeholders to comment on legislation. Telecom Law No. 431 requires the Telecommunication Regulatory Authority (TRA) to issue regulations in draft for public consultation to promote transparency and enable the general public to shape future regulations. The TRA has not introduced new regulations since the term of its executive board expired in February 2012. Publicly listed companies adhere to international accounting standards. In general, legal, regulatory, and accounting systems for Lebanese businesses in the formal sector accord with international norms.
Lebanon passed the Access to Information Law in January 2017 to promote transparency in the public sector. The law permits anyone, including foreigners, to request information from government agencies. A Whistleblower Protection law also passed in October 2018. While the Whistleblower law is in force, the establishment of a National Anti-Corruption Commission to oversee the law’s implementation has yet to be approved by Parliament. In January 2017, Lebanon announced its intent to join the Extractive Industries Transparency Initiatives (EITI), a global standard to promote transparency of the extractive sector. In September 2018, Parliament adopted the Transparency in Oil and Gas Law to facilitate the EITI accession process. To complete Lebanon’s candidacy, the Minister of Energy and Water announced that Lebanon would form a Multi-Stakeholder Group (MSG), with representatives from government, private firms operating in Lebanon, and civil society. In March 2019, the Minister of Energy and Water invited civil society to choose independently its representative to the MSG, as per the EITI’s requirements. EITI membership will require annual data disclosures on licenses, contracts, beneficial ownership, payments, revenues, and production.
International Regulatory Considerations
Lebanon is not part of any regional economic block. It adopts a variety of standards based on the type of product and product destination. Lebanon is not a member of the World Trade Organization (WTO), but has held observer status since 1999. Lebanon does have a WTO/TBT (technical barriers to trade) Enquiry Point that handles enquiries from WTO Member States and other interested parties.
Legal System and Judicial Independence
Lebanon has a civil (Roman and Codified Law) legal system inspired by the French civil procedure code (three degrees of jurisdictions: First Instance, Appeal, and Supreme Court). Ownership of property is enforced by registering the deed in the Property Registry. Lebanon has a written commercial law and contractual law. Lebanon has commercial, civil, and penal courts, but no specialized courts to hear intellectual property (IP) claims. Civil and/or penal courts adjudicate IP claims. Lebanon has an administrative court, the State Council, which handles all disputes involving the state. Lebanon has a labor court in seven out of its nine governorates to hear claims of unfair labor practices. The current judicial process is generally viewed as competent and reliable on a procedural basis.
Local courts accept investment agreements subject to foreign jurisdictions, if they do not contravene Lebanese law. Judgments of foreign courts are enforced subject to the Exequatur obtained. Weak judicial capacity (i.e. shortage of judges, inadequate support structures, administrative delays) results in delays in the handling of cases. The Lebanese Constitution guarantees the judicial system’s independence. However, politicians and powerful lobbying groups sometimes interfere in the court system.
Laws and Regulations on Foreign Direct Investment
A foreigner may establish a business under the same conditions as a Lebanese national but must register the business in the Commercial Registry. Foreign investors who do not manage their business from Lebanon need not apply for a work permit. However, foreign investors who own and manage their businesses within Lebanon must apply for an employer work permit and a residency permit. Employer work permits stipulate that a foreign investor’s capital contribution cannot be less than USD 67,000. The investor must also hire three Lebanese employees and register them in the National Social Security Fund (NSSF) within the first six months of employment.
Companies established in Lebanon must abide by the Lebanese Commercial Code and are required to retain the services of a lawyer to serve as a corporate agent. Local courts are responsible for enforcing contracts. There are no sector-specific laws on acquisitions, mergers, or takeovers, with the exception of bank mergers.
Lebanese law does not differentiate between local and foreign investors, except in land acquisition (see Real Property section). Foreign investors can generally establish a Lebanese company, participate in a joint venture, or establish a local branch or subsidiary of their company without difficulty. Specific requirements apply for holding and offshore companies, real estate, insurance, media (television and newspapers), and banking.
Lebanese law allows the establishment of joint-stock corporations, limited liability, offshore, and holding companies. Offshore and holding companies, however, must be joint-stock corporations (Société Anonyme Libanaise – SAL). The Lebanese Commercial Code governs these entities.
IDAL’s website (http://investinlebanon.gov.lb/ ) provides investors information on investment legislation, regulations, and starting a business. IDAL’s proposed changes to investment-related laws and regulations, including amending requirements for IT companies to benefit from IDAL incentives, are pending government approval. IDAL is finalizing a detailed ICT plan aimed at expanding facilities, developing incentives, and facilitating investments in the ICT sector. IDAL intends to focus its investment promotion strategy on attracting high value-added innovative investments related to all of the sectors under its mandate.
Competition and Anti-Trust Laws
Lebanon has not enacted a law that governs competition. Local courts review transactions for competition-related claims.
Expropriation and Compensation
Land expropriation in Lebanon is relatively rare. The Law on Expropriation (Law No. 58, dated May 29, 1991, Article 1) and Article 15 of the Constitution specify that expropriation must be for a public purpose and calls for fair and adequate compensation. The government pays compensation at the time of expropriation, but the rate is often perceived as below fair market value. The government does not discriminate against foreign investors, companies, or their representatives on expropriations.
The government established three real estate companies in the mid-1990’s to encourage reconstruction and development in Greater Beirut following the Lebanese Civil War: 1) private corporation Solidere for the development and reconstruction of Beirut’s downtown commercial district, 2) private corporation Linord, for northern Beirut, 3) and public institution Elyssar for the southwest suburbs of Beirut. Linord has been dormant for years, and Elyssar’s projects have stalled since 2007. The government granted these three companies the authority to expropriate certain lands for development under the Law on Expropriation. Landowners and squatters have challenged the land seizures in court.
ICSID Convention and New York Convention
Lebanon is a member of the International Center for the Settlement of Investment Disputes (ICSID Convention). Lebanon ratified the 1958 Recognition and Enforcement of Foreign Arbitral Awards (New York Convention) in 2007. Lebanese law conforms to both conventions.
Investor-State Dispute Settlement
The government accepts international arbitration related to investment disputes. In cases involving concessions or public projects, the government does not accept binding international arbitration unless the contract includes an arbitration clause that was obtained through prior approval by Cabinet decree. However, there is an exception for investors from countries that have a signed and ratified investment protection agreement with Lebanon that provides for international arbitration in the case of disputes. In the past, the government has faced challenges related to previously-awarded contracts and resorted to international arbitration for resolution. To post’s knowledge, there are no known new cases. In 2010, the government settled a dispute with a Chinese contracting company working to expand the northern port of Tripoli.
International Commercial Arbitration and Foreign Courts
International arbitration is accepted as a means to settle investment disputes between private parties. The Lebanese Centre for Arbitration was created in 1995 by local economic organizations, including the Lebanese chambers of commerce, industry, and agriculture. The Centre resolves domestic and international conflicts related to trade and investment. Its statutes are similar to those of the International Chamber of Commerce (ICC) in Paris, and its conciliation and arbitration rules are modeled on those of the Paris ICC. Judgments of foreign courts are enforced subject to the exequatur obtained.
Lebanon does not have a bankruptcy law. However, the Commercial Code (Book No. 5, Articles 459-668) and the Penal Code govern insolvency and bankruptcy. By law, a secured creditor has the right to a share of the assets of a bankrupt party. Courts determine monetary values in contract cases according to the currency of the contract or its equivalent in Lebanese Pounds (LBP or Lebanese Lira) at the official conversion rate on the day of the payment. Workers may resort to the Labor Court and the National Social Security Fund to recover pay and benefits from local and foreign firms that go bankrupt. The law criminalizes fraudulent bankruptcy.