Foreign-invested joint ventures and branches of foreign companies are subject to discriminatory minimum capital requirement: LYD 1,000,000 for a joint stock company, LYD 500,000 for a limited liability company and LYD 2,000,000 for a foreign branch; whereas the minimum capital for a joint stock company is LYD100,000, of which 30% must be paid in at incorporation (Article 101 No. 4, Commercial Code and Article 1, Ministerial Decree No. 186 of 2010); The minimum capital for a limited liability company is LYD3,000. A minimum amount of LYD3,000 must be paid in at incorporation (Article 275, Commercial Code). 

On October 13, 2022, Libya's Ministry of Economy and Commerce introduced Decree 944/2022 regarding the Participation of Foreigners, Branches, and Representative Offices of Foreign Companies in Libya. The decree maintained the policy of discriminatory minimum requirements for compaines with foreign participation. Under this decree, a joint venture company in the form of a joint stock company is required to have a minimum capital of LYD 1 million, with 30% of this capital to be paid upon incorporation. Additionally, the law allows the option to establish a joint venture company in the form of a limited liability company (LLC) rather than a joint stock company, provided that all shareholders are natural persons, and the company operates in specific sectors such as medical products, foodstuff, wood, recycling, clothing, and electronic systems. For LLCs with foreign participation, the minimum capital requirement is set at LYD 500,000 (in contrast to LYD 50,000 under Decree 207/2012), with 50% of this amount to be paid as a cash contribution upon incorporation.
"Article 1 -The following expressions mean the following: [...]
5. Branch:the branch of a foreign company in Libya.
6. The Parent Company:a foreign company whose headquartersis outside Libya and has the will to establish an entity in Libya. 
7. Joint venture: a national company jointly owned bya foreign person, whether a natural or legal entity, with a national person, whether legal or natural, according to the ownership ratios stipulated in these regulations.
[...]
Chapter Three - Joint Ventures [...]
Article 17 The Capital of the Joint Venture 
The minimum capital of the joint stock company is LYD 1,000,000 one million dinars, and the capital paid in cash must not be less than 30% of the subscribed capital in accordance with the legislation in force. And the capital of the limited liability company must be no less than LYD 500,000 five hundred thousand dinars, provided that the capital in cash is no less than LYD 250,000 two hundred and fifty thousand dinars to be paid fully upon establishment.
[...]
Chapter Four - Foreign Affiliates [...]
Article 22 Branch Capital 
The minimum capital of the branch, must be LYD 2,000,000 - two million dinars, provided that the capital is LYD 4,000,000 - four million Libyan dinars if the branch operates in two of the specialized fields in Article 21. [...]." (Decree No. 944 on the Foreigners' Participation and Foreign Companies' Branches and Representative Offices in Libya, 13 October 2022 [Translation provided by Libya's Ministry of Economy])
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"Section One - Joint-Venture Companies
Article 2
The joint-venture companies shall take the legal form and status of a joint-stock company under the provisions of commercial activity law No. (23) of the year 2010 provided that its paid up capital upon incorporation shall not be less than one million dinars or three tenths (3/10) of the cash capital subscribed, whichever is the greater.
Such forms of companies may carry on economic activities in all fields in Libya under the effective legislations except the fields specified under article (6) hereof.
The joint-venture company may also take the form of limited liability company formed by natural body persons (Libyans and foreigners) and the capital in such case shall not be less than fifty thousand Libyan dinars in the fields stated in the List appended with this decision.
[...]
Section Two - Branches of Foreign Companies [...]
Article (8)
Application for obtaining permission, provided for in the preceding article, should be appended with the following documents:
1) Decision of Company's Board of Directors, approving the opening a branch for the Company in Libya that includes the following:
a) Define the activity of the Branch provided it should be falling within the activities permitted for foreign company branches to carry on in Libya.
b) Amount allocated for opening and running the branch, should not be less than (LYD 250,000) two hundred and fifty thousand Libyan dinars. [...]" (Decision of the Minister of Economy No. 207 of the year 2012 in respect of foreigners participation in foreign companies, branches and representative offices of foreign companies in Libya)
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"Article 101 - Memorandum of the Company 
The Joint-Stock Company shall not be established unless by a formal memorandum of association. The memorandum of association should include the following data:  1- Name, surname and fathers name of the shareholder, his country, domicile, nationality, date of birth, identity Card No.  and the number of the subscribed shares.  2- Company name and head office.  3- Company purposes.  4- Amount of the subscribed capital shall not be less than the minimum which shall be fixed by a resolution of the General Peoples Committee, to be fully subscribed and indication of the paid amount thereof so as not to be less than (30%) of the subscribed cash capital.
[...]
Second: Limited Liability Company [...]
Article 275 Company Capital 
The capital of the company shall not be less than three thousand Libyan Dinars (LD 3,000) to be divided into equal shares so that the nominal value of the share shall not be less than (LD 10) Ten Dinars. [...]" (Law No. 23 for the Year 1378 PD 2010 Regarding Commercial Activities)
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"Article 1 
The minimum subscribed capital of a joint-stock company shall be one hundred thousand dinars (100,000), and the amount paid from it upon incorporation must not be less than thirty percent (30% of the subscribed capital), and every shareholder with a cash share must pay upon incorporation the percentage stipulated in the establishment document or incorporation contract. According to the circumstances and in the articles of association, provided that it is not less than thirty percent (30%) of his share, and that he completes the payment of the remaining cash capital within a period not exceeding five years5 from the date of registration of the company in the commercial registry.
[...]
Article 4 
Joint stock companies whose capital exceeds 5,000,000 five million dinars must offer their shares for public subscription through the stock market.
The provision contained in the previous paragraph does not apply to public companies and companies that are established by a decision of the board of directors of a holding company or by a contract concluded between two or more joint stock companies.[...]" (Resolution No. 186 of 2012 amending some provisions regarding joint stock companies [google translation])
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"Article 2 - Area covered by this Law This law applies to national, foreign, or joint venture capital jointly invested in the areas targeted by this Law.
[...]
Article 8 - Areas of Investment Investment shall be in all production and service areas. The Executive Regulation shall determine the areas of production and services, which are not covered by this Law, or which are restricted to Libyans only, or by way of partnership between Libyans and foreigners ; additionally , to determine the percentage of each side's contribution in the project, the legal form of the project and the minimum capital that conforms with the nature of the activity.
[...]
Article 27 - Exceptions within the scope of this Law The provision of this Law shall not apply on national and foreign capitals invested or will be invested in oil and gas projects.
Article 28 - Validity of legislation organizing the economic activity The provisions of legislation organizing the economic activity shall be applicable on those who are subject to the provisions of this Law, this is with regard to matters that are not covered herewith. [...]" (Law No. 9 of 2010 on Promoting Investment)
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"Article (4) - Investment fields
It is allowed to invest capital stated in article (2) of these rules in all productive and service fields with the exception of the fields for exploration, extraction and marketing of oil and gas.
The decision for specifying the fields which are limited for Libyans only or participation with foreigners and percentage of each side in the investment project will be issued by GPC on presentation of proposal from the concerned secretary.
Article (5) - Capital of the investment project
The minimum limit of foreign capital or in case of participation with national capital in the invest project is five million dinars.
The minimum limit of the national capital in the investment project will be two million dinars.
Any project which achieves one of the considerations stated in article (15) of the law by decision from the concerned secretary on presentation from the administration committee.
[...]
Article (8) - The legal forms which exercise the investment
The activity of an investment project is exercised according provisions of these rules and effective legislations through all legal forms stipulated in the commercial law; the investment project is registered in the investment register with the authority according the procedures and regulations stated in these rules with the exception of individual activity, tsharokiat and joint stock companies. [...]" (GPC decision No. 499 for 2010 for issuance of the executive rules of Law No. 9 for 2010 concerning encouragement of investment)
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[Not reproduced here: Ministry of Justice, Legal Opinion No. 11-4-2 on "The right of foreigners to own the entire investment project in the form of a company or branch of a foreign company", 23 January 2023.[google translation]]
Decree No. 944 on the Foreigners' Participation and Foreign Companies' Branches and Representative Offices in Libya, 13 October 2022
Decision of the Minister of Economy No. 207 of the year 2012 in respect of foreigners participation in foreign companies, branches and representative offices of foreign companies in Libya
Law No. 23 for the Year 1378 PD 2010 Regarding Commercial Activities
Resolution No. 186 of 2012 amending some provisions regarding joint stock companies [google translation]
Law No. 9 of 2010 on Promoting Investment
GPC decision No. 499 for 2010 for issuance of the executive rules of Law No. 9 for 2010 concerning encouragement of investment
Ministry of Justice, Legal Opinion No. 11-4-2 on "The right of foreigners to own the entire investment project in the form of a company or branch of a foreign company", 23 January 2023.
[<a href="https://euroly.org/wp-content/uploads/2022/11/Decree-No.-944-on-the-Foreigners-Participation-and-Foreign-Companies-Branches-and-Representative-Offices-in-Libya.pdf">Decree</a>],[<a href="https://www.chambre-de-commerce-franco-libyenne.org/uploads/D%C3%A9cision%20207%20(traduction%20anglaise).pdf">Decision</a>],[<a href="https://ejraat.gov.ly/media/27%20June%202010%20-%20Law%20No.%2023-2010%20Regarding%20Commercial%20Activities_1.pdf">Law</a>],[<a href="https://lawsociety.ly/legislation/%d9%82%d8%b1%d8%a7%d8%b1-%d8%b1%d9%82%d9%85-186-%d9%84%d8%b3%d9%86%d8%a9-2012-%d9%85-%d8%a8%d8%aa%d9%82%d8%b1%d9%8a%d8%b1-%d8%a8%d8%b9%d8%b6-%d8%a7%d9%84%d8%a3%d8%ad%d9%83%d8%a7%d9%85-%d9%81%d9%8a/">Resolution</a>],[<a href="https://euroly.org/wp-content/uploads/2022/06/Law-No.-9-2010-Euro-Libyan-Trade-Center.pdf">Law</a>],[<a href="https://libyaninvestment.com/gpc-decision-no-499-for-2010/">Decision</a>],[<a href="https://lawsociety.ly/fatwas/%d8%a3%d8%ad%d9%82%d9%8a%d8%a9-%d8%a7%d9%84%d8%a3%d8%ac%d8%a7%d9%86%d8%a8-%d8%aa%d9%85%d9%84%d9%83-%d8%a7%d9%84%d9%85%d8%b4%d8%b1%d9%88%d8%b9-%d8%a7%d9%84%d8%a7%d8%b3%d8%aa%d8%ab%d9%85%d8%a7%d8%b1/">Opinion</a>],[<a href="https://www.lexology.com/library/detail.aspx?g=20374709-5734-4d8e-a159-90af5a3394b2">Other</a>],[<a href="https://itkan.ly/the-provisions-of-law-no-9-of-2010-on-promoting-investment/#:~:text=9%20of%202010%20is%20a,stretched%20beyond%20what%20it%20bears.">Other</a>],[<a href="https://libyaherald.com/2023/02/recent-legal-opinion-on-foreign-investment-in-libya-does-not-impose-blanket-ban-in-oil-sector-tumi-law-firm/">Other</a>]