Commerce law amended,
sole-shareholder companies OK

Chairperson, general manager

positions can now be separate

Parliament has approved a number of long-awaited amendments to the Code of Commerce which was issued almost 80 years ago.

The new amendments include reducing the minimum number of shareholders in a limited liability company (Société Anonyme à Responsabilité Limité – sarl) to one instead of three shareholders, separating the positions of chairperson and of general manager, and permitting digital correspondence in notification of general assembly meetings.

The liability of the sole shareholder will be limited to the company’s capital only.

The general manager will have to report to the chairman who represents the interest of shareholders.

A natural or legal person can hold accounting records, such as journals, ledgers, or yearly inventories, by using a secured digital application.

Andre Chidiac, Chairman of the Beirut Bar Association, said that the amendments are necessary to modernize the Code of Commerce and to keep it in line with progress in the business world. He said that more amendments are still needed and that the Bar Association shares in this effort by providing legal advice to parliamentary committees.

The proposal to modernize the Code of Commerce, which is part of the reforms pledged at the CEDRE conference, had lingered in Parliament for nearly six years.

Amending the Code of Commerce is one of 11 critical legislations that need to be accelerated in order to create an environment conducive to business, according to McKinsey’s ‘Lebanon Economic Vision’ report.