New decree regarding foreign ownership in Libyan companies released

A new decree has been issued by the Libyan Minister of Economy (No (103) 2012) setting out the purposes, conditions and percentages for foreign individuals or companies to set up business in Libya.

The decree is entitled ‘The participation of foreigners in partnership companies and opening of branches and representative offices for foreign companies in Libya’.

The decree allows for both foreign individuals and companies to partner with Libyan individuals and Libyan companies according to their activities registered and based in abroad. But not forming Holding Companies.

The partnership companies can either be:-

 Shareholding (musahama) companies according to degree (No (23) 2010)

Or

Limited (mahduda) companies.

For the shareholding companies, the capital must be a minimum of one million LYD of which 30% (300,000 LYD) must be deposited at a Libyan bank at the stage of establishment.

There are five compulsory requirements such registration documents, licences, evidence of depositing the agreed share etc.

The limited companies can be set by individuals and a minimum capital of 50,000 LYD is required.

There are six compulsory requirements such as proof of identity, he/she has no criminal past, no bankruptcy history, evidence of depositing the agreed share etc.

The main purposes of forming the partnerships are to achieve followings:-

       ·         Transfer and localise the know-how and technology.

       ·         Annual technical and vocational training programmes for Libyans.

       ·         Annual development programmes for local labour to replace non-Libyans.

       ·         The use of equipment, machinery, raw materials and production inputs available in the local market

The maximum shareholding allowed for non-Libyans is 65%, but in exceptional circumstances the Ministry of Economy can raise the limit to a maximum of 80%. Libyan partners will be represented according to their shares.

There are 12 areas of activity where foreign partnerships are prohibited from operating in Libya as follows:

1.      retail and wholesaling

2.      importation

3.      catering

4.      agencies/distributorships

5.      auditing and legal firms

6.      Land transporting

7.      Inspection activities on all good supplied or imported only with the permission from the Ministry.

8.      Marine handling, shipping and air cargo activities.

9.      Packaging activities.

10.   Stones and rockets crashing.

11.   Civil construction for contracts for less than 30 million LYD.

12.   Any other restricted activities only allowed for Libyans

This decree excludes companies which already have legally set up branches in Libya at the time of the passing of this decree and which are contracted to implement projects – until the expiry of their contracts .These companies must thereafter renew their documentation upon expiry.

Companies with no branches or partnership agreements can apply for branch offices for market research etc, without the right to sign contracts. Branch offices can be opened for 2 years and are renewable for another 2 years only once. Branch offices discovered to be transacting commercial activities would be closed.

Article 18 of the decree stipulates that applicants to form Libyan-foreign companies shall receive a reply regarding their application, either way, within 30 working days.

Companies wishing to renew their presence in Libya should do so 3 months before the expiry of their licence.

Finally the decree in its ultimate article No.(21), stipulates that this decree is in force as of its date of publication (13 May 2012), and that Libyan-foreign partnership companies must legalise their status within one year of the passing of this decree.

Please click here to download the decree (Arabic version) http://www.docstoc.com/docs/120962773/D103

NOTE: All documents in forming the partnerships must be translated into Arabic in LIBYA and must be stamped at Libyan embassies or counsels of the country-based individuals or companies.

by Sami Zaptia (Libya Herald) and improved by Tarek Alwan (SOC Libya Ltd).

For more information please get in touch at T: +44 208 9878450 or E: info@soclibya.com