LAWYERS' DIRECTORY
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QUESTIONS & ANSWERS

How can I increase the capital of my joint stock company?
Once the entire capital of the company is paid, shareholders may increase the capital of the company in an extraordinary general meeting by issuing new shares having the same nominal value per share as the existing shares.
What events lead to the dissolution of my joint stock company?
The following events lead to the dissolution of your joint stock company:
• The end of the company’s duration in the article of association
• The execution of the anticipated project for which the company was established or if it becomes impossible to achieve such project
• A decision of the shareholders at an extraordinary general meeting, whereby at least 1/3 of the capital of the company is represented and the decision is made by the majority of the votes of the shareholders present or represented
• The loss of 3/4 of the company capital (provided that the capital is fully paid) and an extraordinary general meeting decision to dissolve the company
What is a right of first refusal?
A right of first refusal is a contractual right of an entity to be given the opportunity to enter into a business transaction with a person or company before anyone else can.
In Lebanon, can I withdraw the amount paid for the share capital of the joint stock company after its incorporation?
Yes, the capital amount paid by the shareholders can be withdrawn after the company is formed and registered in the commercial register to be used as working capital.
What are the requirements to file a joint trademark application?
In order to file a joint trademark application, you just need a power of attorney signed by the number of applicant companies.
Can a joint stock company issue bearer shares?
The commercial code provides for the issuance of bearer shares by a joint stock company and for the transfer of share from nominal to bearer shares and vice versa. However, the Central Bank of Lebanon issued a directive prohibiting issuance of bearer shares by any company.
What is the procedure to register a domain name in Lebanon?
To register a domain name in the Lebanese Domain Registry LB-DOM, it is mandatory to trademark the exact domain name that the applicant is requesting at the Lebanese IP Protection Office under class 35. The trademark certificate should reflect the exact domain name in Latin characters, covering the Internet advertising and use in class 35. For (XYZ.com.lb), the trademark "XYZ" should be registered.
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.
When does the appointment of auditors for my limited liability company become mandatory?

The appointment of one or several auditors by the limited liability company becomes mandatory if:
• The number of partners exceeds 20
• The company’s capital exceeds LBP 30,000,000
• A request is made by one or more partners representing at least 20% of the capital
Is the limited liability company required to have a registered office in Lebanon?
Yes, it is.
What are preferential shares?
Preferential shares can be created by virtue of a decision of an extraordinary general meeting, giving their owners preferential rights over material benefits only.
What events lead to the dissolution of a partnership limited by shares?
The following events may lead to the dissolution of a partnership limited by shares:
• The end of its specified term
• The execution of the anticipated project for which the company was established or if it be-comes impossible to achieve such project
• The elimination of the object of the company
• The disappearance of its capital or the disappearance of one of the two categories of partners
• The partners’ decision to dissolve the company with the approval of the accredited partners
• The loss of capacity or bankruptcy of an accredited partner
• The death of the sole accredited partner. If there is more than one accredited partner and one of them dies, the company is not dissolved but rather remains standing with the other partners
What is an undeclared partnership?
An undeclared partnership is a type of partnership limited to the contracting parties and which is not intended to be known by third parties. The contract signed freely by partners sets their mutual rights and duties and sharing of profits and losses.
What is the Patent Cooperation Treaty (PCT)?
The PCT is a multilateral treaty that was concluded in Washington in 1970 and entered into force in 1978. It is administered by the International Bureau of the World Intellectual Property Organization (WIPO), whose headquarters are in Geneva (Switzerland). Until July 2014, 145 countries are member of PCT.
What are the funding alternatives in Lebanon?
Financial institutions in Lebanon offer a range of financial incentives and facilities to help companies set up and expand their businesses through various government agencies, publicly run institutions or private institutions. In particular, startup companies can receive funds through Circular 331, subject to terms and conditions.
What can be the minimum value of the trademark assignment?
One dollar is enough to assign a trademark.