QUESTIONS & ANSWERS
Is it mandatory to register a trademark in the Middle East and North Africa?
If you are seeking protection of your trademark in the Middle East and North Africa, you should register your trademark in each of said countries which actually provide protection on a first-to-file, rather than a first-to-use basis. Having a first-to-file system means trademark registration is absolutely necessary in order to obtain rights on a trademark. Unlike common law countries, the use of the trademark without registration does not necessarily establish protectable rights.
What are the advantages of incorporating an offshore company?
The advantages of incorporating an offshore company are:
• Tax saving and tax exemptions
• Effortless business administration
• Full ownership for non-Lebanese
• Limited liability of relevant shareholders
• Non-Lebanese chairman or general manager does not require a work permit if residing out-side Lebanon
• Non-Lebanese employees are exempt from work permits provided that the total balance sheet of the company exceeds USD 6,667,000
What happens I don't raise the targeted funds for my startup?
If the minimum funding is not met then there are options for how to proceed based on the situation:
• Adaption of original business plan to function with less funding
• Extending the financing round
• Closing of the finance round with no funds transferred
How can I register sales contracts of industrial machinery?
In order to register sales contracts of industrial machinery, you should adopt the following steps:
• Filling a request
• Enclosing the contract subject of registration
• Providing a clearance from the Social Security
• Filing the request with the Industrial Administration (whether in Beirut or in the Provinces)
The request is then signed by the director of the Industrial Administration.
Do I need a lawyer to incorporate a company in Lebanon?
Yes. In order to incorporate and get a certificate that you own the business you should contact a lawyer who will draft the corporate documents and register the company on your behalf.
How can I amend the joint stock company's articles of association?
Any amendment of the company’s articles of association requires a decision of the extraordinary general meeting which is taken by a majority of 2/3 of the present or represented shareholders.
The amendment is made public the same way as with the original articles of association. The amendment of the articles of association of a company should be executed before the notary public.
When should I sign a shareholder agreement?
Once your startup has negotiated and signed back a term sheet with an investor, the process of ensuring that you have all the proper legal documents will begin. Several key documents must be drafted, negotiated and finalized before an investor cuts a cheque for your business. One of these documents is the shareholders agreement.
How can I renew a factory license?
After the licensing committee receives the request to renew the factory license and the expired certificate, the committee studies the file and decides in a time frame of two months and a half to renew or decline the factory license.
What are the restrictions imposed on foreign investments?
Restrictions on foreign investments are very few: all economic sectors are open to foreign investments, except those related to weapons and media, and in some cases real estate ownership and some types of activities related to national security and commercial representation. Foreigners have also the right to participate in public tenders without the need for a local partner.
How should the capital of a joint stock company be paid?
The capital of a joint stock company should be paid as follows:
• At least a quarter of the value of each share should be paid upon subscription. The balance of shares should be settled on the dates set by the board of directors.
• Amounts paid by shareholders should be deposited at any recognized bank in a special ac-count opened in the name of the company followed by the expression “under establishment” with a list of the names of the subscribers and the amount paid by each
Where should I deposit my copyrighted work?
You should deposit works, sound recordings, performances, and radio or television programs with the Intellectual Property Protection Office at the Ministry of Economy and Trade.
As an investor, can I ask the startup for an annual report?
Yes, you can.
Is it a requirement to have a local company in Lebanon to register under com.lb?
Yes, to apply for a .COM.LB domain the requester should provide his Lebanese Commercial Registration documents (i.e. the company requesting the domain should have an officially recognized operation in Lebanon).
Can my trademark include national or foreign emblems?
No, it cannot.
Can non-profit-making, educational institutions, universities and public libraries, without the authorization of the author, reproduce a limited number of computer programs for the purpose of offering them free of charge to students and university people?
Yes, non-profit-making educational institutions, universities and public libraries may, without the authorization of the author and without obligation to pay him compensation, reproduce a limited number of computer programs for the purpose of lending them free of charge to students and university people, provided that they possess at least one original copy of the work and provided that the Ministry of Education, the Ministry of Culture and Higher Education and the Ministry of Technical and Vocational Education subsequently issue decrees determining the copying mechanism, the categories of computer programs that may be copied and the number of copies allowed. Students may make one copy for their personal use.
How can I protect my idea, in Lebanon?
In order to protect your idea, you can ask your investors to sign a non-disclosure agreement ("NDA") that commits them to confidentiality.
From an intellectual property (IP) perspective, you should know that IP doesn’t protect the mere idea per se but the expression of the idea. In other words, your idea should be tangible:
• Copyright: You need to fix the ideas onto a defined medium for copyright to apply
• Trademark: You should register your trademark for your logo to be protected (you can do it by yourself by accessing: www.economy.gov.lb)
• Patent: You should describe and register your invention or invented process for patent to apply
In practice, always remember that your idea may be stolen but the way you implement it is key and can never be copied.