The commercial register is a mean to gather the sufficient information related to merchants, the different elements constituting their activities and the commercial establishments that form the target of such activity.
It is also a way for publication and advertising, intending to make its provisions effective against third parties in the presence of a legal explicit text in this concern, and sometimes to introduce something in the commercial register, as a condition for the validity of the legal work.
Article 23 of the Lebanese Code of Commerce stated that “a register shall be organized before every first instance court with the care of the head clerk under the supervision of the president or a judge who will be specifically appointed by the judge every year”.
And it appears based on this text that the Lebanese legislator grants the judicial system the task to supervise the commercial register.
As to the head clerk of the court, his role will be restricted to the registration of information presented by the concerned party without any inspection or verification of its validity. He is not entitled to refuse the registration unless due to a lack of information of the application. If the information mentioned in the application is satisfactory, it should be registered even if it is not true.
From this point, it appeared that it is not possible to make sure of the validity of the information of the Lebanese commercial register in a certain way because of the absence of the control required to verify the validity of the information.
The commercial register is divided into two categories:
Registration of Merchants
- Public register for the registration of merchants and companies
- Special register for the registration of the commercial establishments and the relevant contracts that will be conducted (article 4 of the legislative decree number 67/11)
1.1.1 Formality: Registration of Merchants (Lebanese & Foreigners)
• Attached documents and places of accomplishment
- An application to be presented by the concerned party or his representative in two copies.
- A photocopy of the ID Card or the individual abstract of civil status of the applicant
- Filling of the sample of declaration for the administration of central census and the sample of the computer questionnaire.
- The lease act or property deed is required in case the object of the commerce contains the commercial representation (The non-Lebanese merchants are prevented from taking the commercial representation as object of their business)
• Mechanism of the File Procession
- The application shall be submitted to the secretary of the commercial register in Beirut or to the secretaries of the commercial register in the provinces according to the place of the commercial business.
- Then the concerned party goes ahead to the Ministry of Finance or to the financial departments of the provinces to pay the due fees.
- Having returned from the Ministry of Finance, the applicant will fill up a questionnaire (declaration for the administration of the central census and a sample of a computer questionnaire).
- The formality shall be organized before the department and shall be signed by the president (judge) supervising the commercial register and then by the secretary of the commercial register.
• Duration of Completion
• Due Fee
Sample of this formality
- Permit fee amounting to 750000 L.P.
- Fee of Judge Collaboration Fund amounting to 375000 L.P.
- Fiscal stamp of 2000 L.P.
- Judicial stamp of 1000 L.P.
- In addition to the fees of the true copies
Declaration according to article 24 C.C
Court of First Instance in Beirut
(Commercial register Section)
The applicant is soliciting the registration of his name with the commercial register according to article 24 of the Code of Commerce and he presents a declaration in two copies as the following:
- Full Name of the Merchant:
- Commercial Name through which he practices his trade – and where needed – his pseudonym.
- Date and place of birth and nationality
- Object of Trade
- Headquarter and places where there are branches of the commercial store or agencies in Lebanon or Syria:
- Address and Commercial Name of the Establishment
- Full Names, date and place of birth and nationality of the authorized signatories:
Sample 5 Commerce
The Code of Commerce imposed on the merchants to keep specific books in which they should register their rights and their debts, and in which they prove all the commercial operations they initiate.
There is no doubt that the bookkeeping of the commercial books in an accurate and regular manner, is an inevitable fact in the commercial life for interest it brings to the merchants and their creditors as well as the public treasury.
Article 16 of the Code of Commerce stipulated that “every person, being individual or legal entity, having the quality of merchant” shall keep the commercial books. And this commitment is imposed on every merchant with no discrimination between the Lebanese merchant and the foreign merchant or among the individual merchants and the commercial companies.
And before using the commercial books, their pages shall be numbered and shall be marked and signed by the president of the Court of First Instance (article 18 of the Code of Commerce). And the insight of this procedure is to prevent the concealing or replacement of pages or the destruction of the whole book and its replacement by another fake one.
Attached documents and places of completion
Certificate of commercial registration certifying that the company is registered with the secretariat of the commercial register in Lebanon.
Books and computerized documents required to be sealed
Mechanism of the File Procession
The books are presented to the department of sealing of the register of companies.
A financial receipt is to be taken payable before the Fund of the Palace of Justice.
Duration of Accomplishment
20 Lebanese Pounds for every paper of a book or computerized paper.
The article 1 of the legislative decree number 67/11 defines the commercial establishment as: “the means of the commercial project, originally constituted of non-material elements, and subordinately, from material elements which ,gathered and organized together, aim at practicing a commercial profession with no public aspect”.
And the law has dedicated chapter four of it to the most important contracts that the commercial establishment may receive such as: sale, mortgage, presentation of the establishment as share in a company and the contract of free administration.
The legislator imposes the creation of a special register of the commercial register in every court of the court of first instance. The creation of such commercial establishment shall be brought in public by its registration with the special register.
And it is necessary to publish all the contracts of the establishment or some of its elements as well as all matters related to the establishment that third parties may be interested in taking note of. And the third parties are not bound by the contracts or the conditions that are not recorded with the register, which means that the registration is the condition for the validity of the disposition against a third party who has great interest in the ineffectiveness against him.