Commercial Register
Explanation
The law requires companies whose head office is located in Lebanon to register in the commercial register (registre du commerce) of the district of this office. This obligation (l'obligation) falls on the legal representative of the company (représentant légal), who must submit the registration application within one month from the date of the company's incorporation.
To complete the registration, a copy of the memorandum of association (acte constitutif) and a summary thereof must be submitted to the court registry. This summary must be written in duplicate, signed, and bear the necessary stamps. The summary includes basic data such as the name of the company, its object, its type, its capital (capital social), the names of the partners and shareholders, and the identity of the beneficial owner (ayant droit économique). It is also required to present a document proving the occupancy of the company's head office, such as a lease agreement or a title deed.
The role of the commercial register is not limited to incorporation, but any amendment to the basic data must be mentioned therein. This also includes registering the personal information of the company's managers and members of its board of directors (membres du conseil d'administration) appointed throughout its existence.
In addition, the intellectual property rights owned by the company, such as patents (brevets d'invention) and trademarks (marques de fabrique), are registered in the commercial register. Important judicial judgments and decisions are also recorded therein, such as decisions to dissolve the company, annul it, declare its bankruptcy (faillite), or ratify a preventive composition (concordat préventif).
Entries in the commercial register are subject to specific time limits. If the law does not provide for a special time limit, the entry must be requested within one month from the date of the instrument or act to be recorded. As for judicial judgments and decisions, the one-month time limit begins from the day of their issuance. All these entries are made based on a declaration submitted in accordance with the specified legal forms.
Official legal articles
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Think deeper
How does the one-month time limit specified for registering the company after its incorporation align with the general rule for the time limits of other entries in the commercial register, and why is this uniformity in time limits important?
Flashcards
When must the legal representative of the company request the registration of the company after its incorporation?
Within the month following its incorporation.
Where must a company that has a head office in Lebanon be registered?
In the commercial register competent for the district of its head office.
What is the time limit for recording judgments and decisions in the commercial register?
One month starting from the day of their issuance.
Must the company's branches located abroad be registered in the Lebanese commercial register?
Yes, the places where the company has branches or agencies, whether in Lebanon or abroad, must be mentioned.
What is the required document to prove the company's head office upon registration?
A lease agreement for the premises, a document of its ownership, a proof of residence with the legal representative, or any legal document justifying the occupancy of the head office.
How are registrations and entries made in the commercial register?
They are made after a declaration is submitted in accordance with the stipulated forms.
Practice questions
Who is the person tasked with requesting the registration of the company in the commercial register?
The legal representative of the company must request its registration in the commercial register (Article 26).
When does the one-month time limit specified for recording judgments and decisions ordering the dissolution of the company begin?
The time limit for recording judgments and decisions in the commercial register starts from the day of their issuance (Article 31).
Which of the following data is not explicitly required by law in the summary of the memorandum of association?
The law specifies mandatory data that excludes the auditor's name, but includes the company object and beneficial owner identity (Article 26).
How must the summary of the memorandum of association be submitted to the court registry?
A written summary must be submitted in duplicate, bearing stamps and the signature of the registration applicant (Article 26).
Must the trademarks used by the company be recorded in the commercial register?
The commercial register must mention the exploited patents and the trademarks used by the company (Article 27).
Case problems
A company with a head office in Beirut was incorporated on May 1. On June 15, the legal representative of the company submitted an application to register it in the commercial register in Beirut, and provided a single unsigned copy of the memorandum of association. Did the legal representative respect the legal procedures and time limits?
Model answer
The legal representative did not respect the time limits or the procedures specified in the law.
In terms of time limits, the law requires requesting registration within the month following the company's incorporation (Article 26).
Since the incorporation took place on May 1, the application should have been submitted before the end of May, and submitting it on June 15 is considered late.
In terms of procedures, a copy of the memorandum of association and a summary written in duplicate must be submitted.
The summary must bear stamps and the signature of the applicant (Article 26).
Submitting a single unsigned copy explicitly violates this provision.
Self-grading rubric
A judgment declaring the bankruptcy of a commercial company registered in Lebanon was issued on February 10. On March 20, the legal representative of the company requested the recording of this judgment in the commercial register. Was this entry made within the legal time limit?
Model answer
The entry was not made within the legal time limit.
The law requires that judgments or decisions declaring the company's bankruptcy be mentioned in the commercial register (Article 27).
The time limit for recording judgments and decisions is specified as one month starting from the day of their issuance (Article 31).
Since the judgment was issued on February 10, the one-month time limit ends on March 10.
Therefore, submitting the application on March 20 is considered outside the legal time limit.