Law · 3 min read

The one-share rule

A Lebanese company with one foreign shareholder is not, for the purposes of buying land, a Lebanese company. Most people discover this at the Land Registry, after the deposit has been paid.

What the law permits

Foreign ownership of Lebanese property is governed by Legislative Decree No. 11614 of 4 January 1969, substantially amended by Law No. 296 of 3 April 2001.

A non-Lebanese person may acquire up to 3,000 square metres in aggregate across the whole of Lebanon — land and built property together — without any prior permit. Above that threshold, the acquisition requires a decree from the Council of Ministers.

Two further ceilings sit above the individual one. Cumulative foreign acquisition may not exceed 3% of the total area of any caza, with Beirut treated separately at 10%. Law 296 also ended the old distinction between Arab and non-Arab nationals: whatever passport you hold, if it is not Lebanese, the same framework applies.

Where it goes wrong

The decree does not only define foreign persons. It defines foreign entities, and far more broadly than buyers expect.

A Lebanese company is treated as foreign if any part of its shares is held by a non-Lebanese. Not a majority. Not a controlling stake. One share is enough.

A buyer who takes 10% of a Lebanese SARL, with Lebanese partners holding the remaining 90%, has not created a Lebanese buyer. He has created a foreign one, subject to the same 3,000 square metre ceiling he was trying to work around.

The second trap, which is worse

The share register is the obvious test. The less obvious one has caught people who were, on paper, entirely compliant.

A company is also deemed foreign where its articles of association permit — or merely fail to forbid — the transfer of shares to non-Lebanese persons or to companies that are not wholly Lebanese.

The operative words are fail to forbid. A company owned entirely by Lebanese nationals can still be classified as foreign if its constitutional documents are silent on the point, and standard incorporation templates frequently are. For a company to count as Lebanese here, two conditions must hold together: every share held by Lebanese individuals or wholly Lebanese companies, and articles that expressly prohibit transfer to anyone who is not.

Splitting the plot across the family does not work either

The decree anticipates this. A spouse and minor children are counted as a single individual against the 3,000 square metre allowance. A husband, wife and two young children do not have 12,000 square metres between them. They have 3,000.

Adult children are separate persons, which is why the structure sometimes appears to work — but it puts registered title in the name of someone whose future divorce, debts or death then sit between you and your land.

The one-year clock

Buyers who go through the licensing route, via the Ownership Clearance Department at the Directorate General of Land Registry and Cadastre in Beirut, should know the permission is not open-ended. Once granted, there is a one-year window in which to purchase and register. Miss it and the licence lapses.

Where the intention is to build, a separate obligation applies to complete the project within five years. Neither deadline is unreasonable; both are routinely missed by buyers who assume a permission, once obtained, simply sits there.

Five questions before you sign

  • Who holds every share of the acquiring company — traced to natural persons, not just the majority.
  • What the articles of association say about transfer to non-Lebanese. Silence is a failure, not a neutral.
  • How much Lebanese property the buyer already holds, including through other entities, a spouse and minor children.
  • Whether the parcel sits in a caza approaching its cumulative foreign ceiling.
  • Whether licence, purchase, registration and construction all fit inside the statutory windows.

This note describes the general framework as we understand it and is not legal advice. Lebanese property law turns on the specific facts of a transaction and has been amended before. Retain Lebanese counsel for anything you intend to act on.

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