DOING BUSINESS IN LEBANON 2025

SETTING UP BUSINESS IN

LEBANON

2025

www.antea-int.com

General Aspects Lebanon is located on the eastern shore of the Mediterranean Sea and is known for its Lebanese person almost anywhere in the world since more than five times as many people natural beauty. It is bordered by two countries, and its capital is Beirut. The country’s of Lebanese origin live abroad. The national language is Arabic, although both French and monetary unit is the Lebanese Pound (LBP), and its surface area is 10,452 square ki- English are widely spoken and written. lometers. Approximately 4 million people live in Lebanon, yet you might encounter a

Legal Forms of Business Entities Topic

Feature

Remarks

Partnership

Partnerships are formed by two or more people.

A partnership in commendam is a limited partnership that includes two types of partners:

The primary characteristic of this form is the personal contribution of each partner, with all partners being personally liable for the company’s General Partners: General partners own and manage the business and are liable for all its debts and obligations. obligations. Each general partner holds the legal status of a merchant and No minimum capital is required by law. is subject to commercial and bankruptcy laws; consequently, the bankruptcy The partnership must be registered in the commercial register when of the company may lead to the personal bankruptcy of a general partner.

Creditors can sue one or all of the general partners personally and may seize engaging in commercial activities. their private assets if the company fails to satisfy its obligations. This liability is The company name typically includes the names of some or all of the joint and several, meaning that a creditor can pursue even a single partner for partners and is often followed by the words “and Co.” the full amount of the company’s debts. The company’s name should include the name of one general partner or the names of several partners, along with the word “partners.” Furthermore, a general partner is not permitted to sell his or her share in the company without the consent of the other partners.

Limited (or Silent) Partners: Limited partners are financial contributors who do not participate in the management of the business, and their liability is restricted to the amount of their contribution. This structure is typically created for individuals who wish to invest their capital in anticipation of profits. They prefer to bear the risks and share in the profits rather than act as lenders—especially in cases where the company is not inclined to borrow. Silent partners do not have their names publicly disclosed and are not allowed to take an active part in the management of the business; if they do, they risk being reclassified as acting or authorized partners.

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Co-Partnership

A co-partnership is a type of partnership formed secretly among the Despite their secrecy, the agreements inherent in co-partnership are parties involved to achieve a specific project. Due to its confidential enforceable at law in cases of dispute. nature, it cannot be registered publicly. Instead, the partners enter into an association agreement that outlines their rights, obligations, and share in profits and losses, while ensuring that each party remains responsible for their own liabilities.

Limited liability company– SARL

According to Law No. 126 of 29/03/2019, a limited liability company (SARL) is established by one or more persons who bear losses only up to the amount of their contributions. The company’s trade name is usually anonymous and typically begins with the initials “SARL”; the names of the partners may also be included.

Limited liability companies are prohibited from engaging in the following activities: •

Banking

•

Financial operations

• Insurance A capital of 5,000,000 LBP (Lebanese Pounds) must be fully paid up and The company must be formed with the mutual consent of its members, as deposited in a bank under the company’s name. The liability of each documented in the articles of incorporation (or memorandum of association), partner is strictly limited to the value of the shares held by that partner. which must be notarized or signed before the clerk of the Commercial Management may be assigned to one or more partners. However, a Register where it is filed. manager is not permitted to undertake any deal or transaction on behalf Furthermore, the legal incapacity or bankruptcy of a member does not entail of the company in which they have a personal interest unless prior the dissolution of the company. authorization has been granted.

Parts in a limited liability company are not negotiable and cannot be transferred to third parties, except with the prior approval of members representing at least 75 percent of the capital.

Joint Stock Company – SAL Continue on page 4...

A joint stock company is formed by three or more persons and must have Lebanese law generally does not restrict foreign investment in joint stock companies. However, a specific limitation applies to companies whose main a minimum authorized capital of 30 million LBP. object is the acquisition and trading of real estate in Lebanon. Apart from a few Shareholders hold negotiable, transferable shares that entitle them to exceptions—for instance, companies involved in real estate, insurance, media, membership, participation in management, and voting rights. and banking—there are no limits on the amount of capital that may be held Each shareholder’s liability is strictly limited to the value of the shares by foreigners. Nevertheless, the principle of unlimited foreign participation is mitigated by requirements that a portion of the board of directors be held.

Lebanese and that each board member holds only a limited number of shares.

Additionally, the Board of Directors is required to set aside 10 percent of the net profits to form a statutory reserve fund until that fund reaches Regarding the board of directors, Law No. 126 of 29/03/2019 stipulates that one-third of the board members must be Lebanese. This law also permits the one-third of the company’s capital.

Chairman-General Manager to be of foreign nationality (without the need A joint stock company must also appoint an auditor. for a work permit). The Chairman-General Manager may serve in up to six companies, while an individual’s total directorship mandates are capped at eight. Additionally, a General Manager may serve in only three other companies, and the mandate of the Principal Auditor cannot be renewed for more than five consecutive years.

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Joint Stock Company – SAL

The law mandates a separation between the roles of the Chairman of the Board and the General Manager, as well as a clear separation between shareholders and board members. The previous requirement for qualifying shares has been eliminated.

Continuation of page 3

In the event of a share transfer, the Commercial Registry requires either a copy of the share transfer document or the minutes of the meeting indicating the share transfer amount. A fee of 3 per million is charged on such transfers.

Finally, joint stock companies have the option to issue both shares and bonds convertible into shares. Every joint stock company incorporated in Lebanon must have its registered office within the country.

Branch Offices

Foreign companies wishing to do business in Lebanon have the option of A branch office can generally engage in any commercial activity, except for those activities that require a specific legal form or conditions by law, or those opening a local branch office or a representative office. exclusively reserved for Lebanese nationals and/or companies.

Branch Office: Due to its limited functions, a representative office is not subject to corporate To set up a branch office, the foreign company’s Board of Directors income tax. must issue a proxy or power of attorney in favor of a person residing in Lebanon. This document grants the authority to register the branch, represent the company, sign documents, and undertake all necessary measures on its behalf.

Representative Office: By law, a representative office cannot perform any commercial activities that generate business or profit. Consequently, all costs and expenses must be borne by the foreign head office.

Commercial Representation

Commercial representation is governed by a Legislative Decree of 1967, which stipulates that a commercial agent may negotiate the conclusion of sales or the provision of services on behalf of his principal. In this capacity, the agent acts in the name of and for the account of the principal.

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An agreement granting exclusive representation or distributorship to a person is considered as an agency agreement and may be granted only to Lebanese nationals, unless the foreign agent is a national of a country that assumes the same reciprocal treatment to Lebanese nationals.

4

Holding Companies

A holding company is a special type of joint stock company with activities The chairman of a holding company may be a non-Lebanese national, provided he is resident abroad and can operate without a work permit. strictly limited to the following: Similarly, board members and shareholders can also be non-Lebanese, and Investment: board and shareholders’ meetings may be held outside of Lebanon.

Owning shares and participations in Lebanese or foreign anonymous or limited liability companies, either through their establishment or by A holding company must be registered in both the Commercial Register and a special register dedicated to holding companies. participating in their formation.

Management: Administering companies in which it owns shares or participations.

Financial Services: Providing loans to the companies in which it holds shares or participations and guaranteeing these loans to third parties. For this purpose, the holding company may contract loans, borrow money from banks, or issue securities pursuant to the provisions of the Code of Commerce, provided that the total value of the issued bonds does not exceed, at any given time, five times the sum of the holding company’s capital plus the reserves as stated in the latest approved balance sheet.

Holding companies benefit from various tax exemptions and advantages.

According to the official budget dated 15/11/2022, they are exempt from profit tax and tax on dividend distributions, and instead, they are subject to a lump-sum tax capped at 50 million LBP per year.

Gains derived from the sale of an investment in a Lebanese subsidiary or associate are exempt from tax if the investment is held for more than two years, and no tax applies to gains from the disposal of an investment in a foreign subsidiary.

Intellectual Property: Owning patents, inventions, privileges, trademarks, and other registered rights, and leasing these assets to companies operating in Lebanon and abroad.

Asset Ownership: Owning movable and immovable assets, with the condition that their use is exclusively for the holding company’s activities and in conformity with the regulations governing the acquisition of real estate rights by foreigners in Lebanon.

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Offshore Companies

An offshore company is a variant of a joint stock company that eliminates the requirement of having two Lebanese nationals on the Executive Board. This change eases conditions for foreign investors and provides additional incentives to invest in offshore companies in Lebanon.

Formalities & Procedures Continue on page 7...

Law No. 126 of 29/03/2019 introduces several modifications, including the following

An offshore company cannot engage in banking operations, insurance, or any other commercial activities in Lebanon. It is also prohibited from generating profits or revenues through movable or immovable assets in Lebanon, or from providing services to companies located in Lebanon, except for earning Regarding the leadership, the chairman may be a non-Lebanese resident interest on its bank accounts. However, it may invest in Lebanese Treasury abroad and can operate without a work permit. Offshore companies are Bills. incorporated in Lebanon; however, they operate exclusively within the Offshore companies benefit from tax exemptions, as they are subject only to Lebanese Free Zone and/or outside Lebanese territory. an annual flat tax of LL 50,000,000 (per the Official Budget dated 15/11/2022).

Permissible Activities: • Negotiating and concluding agreements for goods and products located outside Lebanese territory or within the Lebanese Free Zone.

• Offering studies and consultations for the benefit of foreign institutions.

• Using free zone facilities to stock imported goods for re-export.

• Buying or renting real estate in Lebanon, but only to the extent necessary for the operation of the offshore company.

*gives the possibility to the members of the board of directors to use electronic means within the framework of the transactions of deposit and registration of the company before the Trade Register according to a mechanism to be determined by the Ministry of Justice. *allows the founders of the company to recover the amounts deposited in a bank account in case a company is not established within six months the date of signature of the articles of association of the company with the notary. *In the interest of total transparency, the law requires that members of the board of directors publish the mandatory declarations and periodic reports, following the general meeting that approves the annual financial accounts, before the Trade Register. *The law exempts companies from obtaining the discharge issued by the National Social Security Fund for completing various formalities, including: • Obtaining a certified true copy of any document in a company’s records • Updating company’s bylaws • Issuing of new commercial circular • Approving annual financial accounts • Transfers or changes in a board of directors • Request of an already existing document in the company’s record

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Formalities & Procedures

*The NSSF clearance is required for the renewal of a board of directors’ composition.

*The law broadens the scope of responsibility in the event of bankruptcy Continuation of page 6 to include not only shareholders but also members of the board of directors, the general manager, and any person responsible for management or control.

Employment Topic

Feature

Remarks

Work permit

To obtain a work permit in Lebanon, your employer must first submit your application to General Security after securing pre-approval from the Ministry of Labor.

The specific requirements vary depending on the type of work you intend to do. In general, as in many other countries, the employer must demonstrate that the job cannot be performed by a Lebanese national.

Once you have obtained a work permit, you can apply for temporary residency at General Security within three months of your arrival in Lebanon.

If you qualify for residency, you may also apply for the same type of residency for your spouse, children, and “servants and drivers” (as specified in the official General Security documents). However, note that your spouse is not entitled to work in Lebanon under your work permit.

Labor law

The Ministry of Labor has established guidelines to regulate hiring practices and working conditions for all employees.

Every company with more than 15 employees is required to submit a copy of its working regulations to the Ministry of Labor.

A standard working day is eight hours, though in certain cases it may extend up to 12 hours. Employees must receive nine consecutive hours of rest between working days. Working hours differ by sector: in the public sector, they run from 8:00 AM to 3:30 PM, while in the private sector, they run from 8:00 AM to 5:00 PM. Full-time employees are entitled to between 15 and 23 days of paid vacation, depending on their length of service. After an employee has worked for more than three months, they are entitled to a half-month (approximately 15 days) of sick leave at full pay, plus an additional half-month of sick leave at half pay during the first year of employment. For employees with more than 10 years of service, the sick leave entitlement increases to two and a half months at full pay and two and a half months at half pay.

Employers and employees may mutually agree to terminate a written work contract at any time without any obligation to pay damages or additional entitlements. However, if one party unilaterally terminates the contract, the injured party is entitled to seek compensation.

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Social System

The National Social Security Fund (NSSF) provides employees with insurance Recent Updates & Regulatory Changes coverage for sickness and maternity care. It also covers family allowances, end-ofMemorandum No. 740 (February 1, 2024): service pensions, and compensation for work-related accidents and diseases. Any employee, regardless of the sector, is eligible to enroll in the program.

The NSSF established that salaries paid in foreign currencies must be converted at the highest official exchange rate published by Employers are required to register all employees working for both local and the Central Bank, currently 89,500 LBP/USD. international firms with the NSSF. Foreign employees with a valid work permit and residence permit are also entitled to join the NSSF, provided that their home country Decree No. 12962 (March 2024): offers Lebanese residents an equivalent or better social security program.

The Council of Ministers increased the monthly ceiling amounts Contributions Borne by the Employer for the year 2024: for sickness and maternity social security contributions to five times the minimum monthly wage.

• 8% for the maternity and sickness benefit schemes, applied to a maximum salary base of 891 million LBP (equivalent to a maximum of 74,250,000 LBP per month). Decision No. 224 (July 12, 2017): •

6% for the family benefit schemes, applied to a maximum salary base of 144 The Ministry of Labor granted insured individuals whose million LBP (equivalent to a maximum of 12,000,000 LBP per month). mandatory NSSF membership is terminated due to retirement (ages 60–64) or permanent disability the right to continue • 8.5% of total annual earnings for the end-of-service indemnity fund, with no benefiting from the sickness and maternity scheme under the ceiling. same terms and conditions as insured workers.

Contributions Borne by the Employee: •

3% for the sickness benefit scheme, applied to a maximum salary base of 90 million LBP (equivalent to a maximum of 2,700,000 LBP per month).

Foreign employees’ salaries are subject to all contributions except for the end-ofservice indemnity fund. However, foreign employees do not receive family allowance benefits or medical reimbursements.

Employees are entitled to family and education allowances, which are typically attached to the husband’s salary rather than the wife’s. However, a female employee may receive these allowances if she is a widow or the sole provider for her family.

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Taxation Topic

Feature

Corporate Tax

Taxable profits include all commercial, industrial, and professional The following entities and activities are exempt from corporate income tax: revenues earned by an enterprise, after deducting all expenses necessary • Educational institutions for business operations.

• Hospitals, orphanages, and similar non-profit institutions Corporate Tax Rates • Consumers’ cooperatives, trade unions, and agricultural cooperatives (if Corporations and limited partnerships are subject to a flat corporate tax they are non-commercial in nature) rate of 17% on their business income.

• Agricultural investors (who do not engage in the trade of their produce) Non-residents are subject to different tax rates depending on the nature • Local air and sea transport companies, as well as foreign transport of their income: companies, if Lebanese transport companies receive reciprocal tax • 8.5% on services and royalties (calculated as 17% on 50% of taxable treatment in the foreign country income).

• Touristic establishments classified as artisanal • 3.4% on goods (calculated as 17% on 20% of taxable income).

• Profits that are reinvested Oil and gas companies are subject to a corporate tax rate of 20%.

• Profits resulting from the production of new products for which there was Individuals and partners in private companies are subject to a progressive no local industry before in Lebanon income tax based on their taxable profit: • Holding and offshore companies Up to LBP 540 million → 4% ________________________________________ LBP 540 million – 1,440 million → 7% New Regulation in 2024 LBP 1,440 million – 3,240 million → 12% As per the 2024 Budget Law, non-resident tax payments are now due on a LBP 3,240 million – 6,240 million → 16% quarterly basis, and payments must be made within 15 days after the end of each quarter.

LBP 6,240 million – 13,500 million → 21%

Remarks

Above LBP 13,500 million → 25% Temporary Tax Increase on Bank Interest A temporary increase in the tax on bank interest has been applied, raising the rate from 7% to 10%.

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Payroll Tax

Income Tax on Wages and Salaries

The following entities and individuals are exempt from paying payroll taxes:

The Income Tax Law imposes a tax on all wages, salaries, including • overtime, gratuities, and fringe benefits, after deducting family allowances. Employers are responsible for withholding the amounts due • from employees’ salaries and remitting them to the tax authorities.

• ________________________________________ • Payroll Tax Rates

Salaries and allowances of ambassadors of foreign states and their foreign staff, subject to reciprocity

Payroll tax rates on wages and salaries increase progressively as follows:

•

Wages of foreign employees working in the Union of Arab Capital and Financial Markets

•

Pensions of martyrs and wounded members of the army and security forces are exempt from taxation on retirement pensions

Taxable Income (In millions of LBP)

Tax Rate (%)

Up to 360

2%

360 - 900

4%

900 - 1,800

7%

1,800 - 3,600

11%

3,600 - 7,200

15%

7,200 - 13,500

20%

Over 13,500

25%

Disablement pensions Wages of agricultural laborers Wages of nurses and cleaners working in hospitals, orphanages, asylums, and other medical or first aid institutions

Note: These rates are reduced by half for retirement pensions and similar benefits.

Starting from the 1st January 2024, the family deductions for tax purposes applied on the deemed or actual profits of taxpayers are as follows: •

LBP 450,000,000 for an individual taxpayer

•

LBP 225,000,000 for a non-working spouse

•

LBP 45,000,000 for each legitimate dependent child (up to a maximum of five children)

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Building Tax

The Property Tax applies to all properties located in Lebanon, with tax According to Article 8 of the Property Tax Law, the following properties are rates ranging from 0% to 14%. Property owners may deduct expenses exempt: borne on behalf of tenants. Additionally, as of 2024, 360 million LBP of • Buildings owned by the government income is deducted per unit owned.

• Hospitals ________________________________________ Property Tax Rates (Effective 2024) Annual Rental Income

Tax Rate (%)

(In Millions of LBP) Less than 1,200

4%

1,200 – 2,400

6%

2,400 – 3,600

8%

3,600 – 6,000

11%

More than 6,000

14%

•

Religious authorities

•

Political parties

•

Foreign governments

Temporary Measures: Revaluation of Fixed Assets: The budget grants natural persons and legal entities required to maintain regular accounts the ability to conduct an exceptional revaluation of their fixed assets to mitigate the effects of inflation. This revaluation could only be performed once and had to be completed before March 31, 2020.

Temporary Reduction in Capital Gains Tax on Real Estate Sales:

Note: Each owner or partner is entitled to annual residency exemptions The capital gains tax on real estate disposals by individuals is temporarily for two residences only, based on their ownership share. reduced to 1% until December 31, 2026.

Declaration Requirement Any taxpayer who owns or exploits a built property (or a share in one) generating an annual rental income exceeding 1,200 million LBP must submit a built property tax declaration before April 1st of the following year. *The Budget grants natural persons or legal entities obliged to keep regular accounts, in accordance with the texts of the laws and regulations, the possibility of carrying out an exceptional revaluation of the elements of their fixed assets to mitigate the effects of inflation. This disposal can only be done once and before the deadline of 31/03/2020.

Exceptionally, the capital gain tax on the disposal of real estate properties made by individuals is reduced to 1% until 31/12/2026.

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Value Added Tax

VAT applies to imports and the supply of goods and services carried out Certain essential goods and services are exempt from VAT, including: by a taxable person. The current VAT rate is 11%, with several goods and • Agriculture services exempt from taxation.

• Real Estate A taxable person is any natural or juridical person who, in the course of an • Health services independent economic activity, performs taxable supplies of goods and Education services or exempted supplies with the right of deduction (zero-rated), as • defined by the VAT law.

•

Non-Governmental Organizations (NGOs)

A person must register for VAT if their total turnover over four successive • Collective transportation of persons quarters exceeds 5 billion LBP. • Financial services Additionally, optional VAT registration is allowed for businesses with a The 2024 Budget Law introduced the following amendments. turnover exceeding 1 billion LBP over four consecutive quarters.

• Any taxable person who achieves a total turnover in excess of LL 5 billion over a period of one to four consecutive quarters must register for VAT.

Stamp Duty

•

Taxable persons whose total turnover was between LL 100 million and LL 5 billion during any of the years 2020 to 2023, are no longer required to register for VAT, and may submit a request to deregister in case they have already registered for VAT.

•

Persons whose turnover didn’t reach the threshold for voluntary registration and who engaged in contracts with governmental institutions involving transactions subject to VAT or exempt with the right to deduct VAT, can apply for registration with the VAT department if their total turnover exceeds LL 5 billion over one to four consecutive quarters.

•

Importers and exporters should register for VAT irrespective of their turnover.

The 2022 Budget Law amended the Stamp Duty Law to state that the fixed A proportionate stamp duty of 0.4% is levied on all deeds and stamp duty due on invoices, receipts and debit and credit notes should be contracts (written or implied) that mention specific payments or settled through monthly declarations within 15 days after the end of the month starting 1 January 2023. other sums of money.

Two kinds of stamp duties are levied.

1.

2.

A fixed stamp duty ranging between a minimum of LL 20,000 and a maximum of LL 2 million is applicable on documents in accordance with schedules appended to the stamp duty law.

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Custom Duties

Custom duties are levied on most imported goods at varying rates, Exemptions from Customs Duties ranging from 0% to 70%.

The following items are exempt from customs duties: • Tariffs on all industrial goods, tobacco, and most agricultural goods • Raw materials range between 0% and 5%.

• Semi-manufactured goods (covering over 2,000 products) • A temporary tax of 3% is imposed on imported products subject to • Computer hardware and software VAT, excluding gasoline, raw materials, and equipment and materials • Textiles used by the industrial and agricultural sectors.

Customs Fees on Certain Imports •

Penalties

A customs fee of 10% is imposed for five years on imported goods that have locally manufactured substitutes in Lebanon.

Failure to submit a VAT return is subject to a penalty of 10% per month capped at 100% and late payment is subject to a penalty accruing at a rate of 2% (3% for withholding tax and VAT) per month. If the tax return is adjusted, a 20% penalty applies on the difference between the net tax owed and the net tax due.

In the case of gas and oil companies, a 300% penalty applies on that difference.

Miscellaneous

The 2022 Budget Law introduced several tax exemptions aimed at encouraging investment, industrial development, and economic growth in Lebanon.

1. Exemptions for Newly Incorporated Companies in Targeted Regions Industrial and commercial companies incorporated after the enactment of this law and before December 31, 2024, and operating in regions the government seeks to develop, are fully exempt from income tax for a period of 7 years, subject to specific conditions.

2. Export Incentives for Industrial Companies Industrial companies exporting Lebanese-manufactured products will benefit from a 75% reduction in taxable income related to export profits for a five-year period, starting from the year this law was published.

3. Tax Exemption for Startup Companies Startup companies established within five years from the law’s publication date will benefit from a full income tax exemption for five years, provided that at least 80% of their employees are Lebanese citizens.

4. Tax Relief for Merging Companies Companies undergoing a merger are eligible for a full income tax exemption for three years.

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This guide has been prepared by HATEM AUDIT FIRM, an independent member of Antea HATEM AUDIT FIRM Jal El Dib – Kettaneh Street St Georges Square Bloc A 3rd Floor P.O.Box 60-142 Jal El Dib, Lebanon Tel.: +961 4 713040 gm@hatemcpa.com www.hatemauditfirm.com

SETTING UP BUSINESS IN

LEBANON

2025

Antea members in Lebanon: BEIRUT Contact partner: Hatem Hatem Tel.: +961 4713040 Mail: gm@hatemcpa.com Web: www.hatemauditfirm.com

Mallorca, 260 àtic 08008 – Barcelona Tel.: + 34 93 215 59 89 Fax: + 34 93 487 28 76 Email: info@antea-int.com www.antea-int.com

BEIRUT (legal services) Contact Partner: Amine Georges Bachir Tel.: +961 1 488411 Mail: amine@bachirlawfirm.com Web: www.bachirlawfirm.com

This publication is intended as general guide only. Accordingly, we recommend that readers seek appropriate professional advice regarding any particular problems that they encounter. This information should not be relied on as a substitute for such an advice. While all reasonable attempts have been made to ensure that the information contained herein is accurate, not Antea Alliance of Independent Firms neither its members accepts no responsibility for any errors or omission it may contain whether caused by negligence or otherwise, or forany losses, however caused, sustained by any person that relies upon it. © 2025 ANTEA