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Drafting the Articles of Association is a crucial step in incorporating a joint stock company (SAL) in Lebanon. These questions will help ensure that all critical aspects are thoroughly considered and addressed, in compliance with the Lebanese Commercial Code.

Founders

1. Shareholders’ Details: What are the names, nationalities, dates, and places of birth of all shareholders?
2. Beneficial Owners: Who are the beneficial owners of the company?
3. Authorized Persons: Who are the individuals authorized to manage the company or sign on its behalf?

General Information

4. Company Name: What will be the name of the company?
5. Company Purpose: What are the primary activities and objectives of the company?
6. Company Term: What is the intended duration of the company (e.g., 99 years)?
7. Head Office:
   a. Where will the company’s head office be located?
   b. What is the lease agreement for the premises where the company will operate, or the ownership document for the premises, or any legal document justifying the occupation of the company’s headquarters?
8. Branches and Agencies: Where will the company have branches or agencies, both in Lebanon and abroad?

Capital and Shares

9. Capital: What is the initial capital of the company (e.g., LBP 30,000,000)?
10. Contributions: what amounts or securities will be contributed by the shareholders or limited partners? What is the value of these contributions, whether in cash or other assets?
11. Share Division: How will the capital be divided into shares (e.g., 1,000 shares at LBP 30,000 each)?
12. Subscription and Payment: How will the shares be subscribed to and paid for (e.g., at least one-quarter of the shares’ value must be paid at the time of subscription)?
13. Share Certificates: What are the procedures for issuing interim and final share certificates?

Share Transfer and Ownership

14. Transfer of Shares: What are the conditions and procedures for transferring ownership of shares?
15. Preemptive Rights: How will preemptive rights be exercised in case of share transfer?

Shareholder Rights and Obligations

16. Rights: What rights do shareholders have regarding dividends, voting, and transfer of shares?
17. Obligations: What are the obligations of shareholders in terms of additional capital contributions or other commitments?
    Management and Governance

Board of Directors:

18. Who will be the initial members of the Board of Directors?
19. How many members will the Board have (minimum three, maximum twelve)?
20. Who will be the Chairman of the Board?
21. Scope of authorities of the Chairman of the Board.
22. Duration of mandate for the Chairman of the Board.
    Meetings:
23. How often will the Board of Directors meet?
24. What are the procedures for calling and conducting board meetings?
    Quorum and Voting:
25. What constitutes a quorum for board meetings?
26. What are the voting procedures for board resolutions?

Financial Management

27. Financial Year: What will the financial year of the company be (e.g., January 1 to December 31)?
28. Financial Statements: How will the company’s financial records be maintained and audited?
29. Dividends: What are the procedures for distributing profits and handling losses?
    Legal Compliance
30. Auditors: Who will be appointed as auditors?
    General Assembly Meetings:
31. How often will general meetings be held?
32. What are the procedures for calling and conducting general assembly meetings?
33. What are the voting rights and procedures for shareholders?
    Dissolution and Liquidation
34. Under what circumstances can the company be dissolved?
35. What are the procedures for liquidation and distribution of assets?

These questions will help ensure that all critical aspects of incorporating a joint stock company are thoroughly considered and addressed in the Articles of Association, in compliance with the Lebanese Commercial Code.

If you need further clarification on any specific article or provision, feel free to ask! Contact us at mk@klfi.net