QUESTIONS & ANSWERS
Is there any tax imposed on a trademark assignment?
Yes, there is a tax of 3/1000.
How can I examine the status of a company in the commercial register?
In order to examine the status of a company in the commercial register, you should fill a request and submit it to the clerk at the commercial register, including:
• Registration number and type of the entity
• Additional information that may be required (i.e. number of partners, share capital (if any), incidences)
How can I exploit my copyrights?
You can enter into a contract of exploitation of your copyrights subject to the following rules:
• Any contract for the exploitation or assignment of economic rights should be drawn up in writing, otherwise it is void
• It should set out in detail the rights covered by the contract and indicate the time and location
• The contract also requires that the author gets a percentage of the exploitation revenues and assignment proceeds
• If the contract does not set a time limit, it should be valid for 10 years only from the date of signature of the contract
How can I amend a wrong filing of a trademark?
In order to amend a wrong filing of a trademark, you should ask for the substituting document to correct the wrong filed document plus all documents that have been received from the official register including the receipts and notices.
As an incubator, is it easy to establish a company in Lebanon?
Yes, it is. Due to the easy procedures and the absence of administrative obstacles (except in cases of established companies in banking, finance and insurance), it is easy to establish a company in Lebanon and it usually takes less than one week. Foreign companies can operate through local branches after obtaining permission from the Ministry of Economy.
Where is the local registry for domain names in Lebanon?
The Lebanese Domain Registry in the American University of Beirut (LB-DOM) is the local registry for domain names in Lebanon.
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).
How can I decrease the capital of my joint stock company?
Shareholders can decide to decrease the share capital of the company in an extraordinary general meeting, provided that this decision does not harm the rights of third parties. Such a decision should be published in the official gazette to enable third parties to eventually object within three months of the publication date.
Where should I file a patent application?
You should file a patent application with the Head of the Intellectual Property Protection Authority at the Ministry of Economy and Trade.
In a joint liability company, do I have the right to transfer my shares without the consent of other partners?
No, you cannot. Partners in a joint liability company are not allowed to give up their shares without prior consent of all partners. Partners are able though to give up their shares to other partners.
What is the minimum number of partners in a partnership limited by shares?
The law did not specify a minimum number of partners for a partnership limited by shares. However, according to the general regulations, the number of partners should not be less than 2.
Can a shareholder be appointed as manager of a partnership limited by shares?
No. Shareholders may not be appointed as managers in a partnership limited by shares, and their names may not appear in its trade name.
What is required in order to hire employees for my startup?
In order to hire employees, you should be registered with the NSSF (Social Security) within one (1) month from the start of operations. You should also enter into employment agreements with your employees and register them with the NSSF. Social Security contributions are calculated as a percentage of monthly salaries, including overtime, bonuses, and fringe benefits. Note that you should also register foreign employees working in Lebanon (holders of work permits) with the NSSF provided their countries of origin offer equal treatment to Lebanese workers (e.g: France, Italy, UK, Syria, and Belgium).
You should declare to the NSSF any termination of employment within 15 days from the date of termination.
Do I have the right for compensation if my copyright is infringed?
Yes, any person who infringes copyright or a related right should pay fair compensation to the copyright holder for the material or moral injury and damage incurred.
How can I transfer my shares in a joint stock company?
In principle, the transfer of shares in a joint stock company to third parties is free from any restrictions, unless the company's bylaws provide for restrictions such as preemptive rights to existing shareholders. Such transfer takes approximately two to three business days and is not subject to a tax on the capital gains, except when the seller of the shares is a company.
What are the main advantages of forming a joint stock company (SAL) instead of a limited liability company (SARL)?
The advantages of forming a SAL over a SARL reside in two main points:
• Transfer of shares: a SAL, unlike a SARL facilitates the transfer of shares among shareholders and third parties and therefore attracts investors; and
• Benefiting from Circular 331 as a tech startup: The Central Bank of Lebanon requires that startup companies be incorporated in the form of a Lebanese joint stock company (SAL).
There are many reasons why it is better to incorporate:
• To be trusted by counter-parties in all prospective transactions whether with suppliers or cli-ents
• To be protected in all the deals, because without a legal framework a person won’t be pro-tected if a supplier does not deliver the right product, or a client does not pay for products sold or services rendered
• To limit your liability because as a shareholder you are legally responsible for the debts of a company only to the extent of the nominal value of your shares
• To have a marketing framework: a brand name and an entity that can be marketed
• To pay less tax and benefit from tax exemptions given for corporations and merchants