Lebanon

From a commercial point of view, Lebanon represents a highly attractive country because of the policies adopted with the European Union. In fact, since 2006 the EU and the Lebanese Republic have been linked by a Euro-Mediterranean Association Agreement, inspired by a spirit of economic and social cooperation as well as a logic of progressive liberalization of trade in goods, services and capital. This agreement è was progressively implemented between 2006 and 2014. In November 2010, the EU and Lebanon also signed a protocol establishing a dispute settlement mechanism under the association agreement.

For what concerns imports and exports between the European community and the Lebanese Republic of industrial products, the agreement provides for an exemption from the’application of customs duties as well as equivalent charges including those of a fiscal nature, an exemption that can be waived in case of particular situations of economic instability. In fact, by way of example, in the three-year period 2019-2022 Lebanon has reinstated – as an exception to international agreements, including the association agreement with the EU – a 3% duty applied to products subject to VAT. This agreement also includes a mutual commitment not to introduce any kind of quantitative or equivalent restrictions on traded goods. For what concerns agribusiness trade – also involved in the progressive process of trade liberalization - the European Union exports to Lebanon mainly live animals, cereals and cheese while Lebanese exports mostly concern fruit and vegetables, tobacco and animal offal.

The total trade in goods between the EU and Lebanon in 2022 è was 6.26 billion euros.

The contract of commercial representation in Lebanon finds express regulation in Decree-Law No. 34 of 1967 and è inspired by a markedly guaranteeist logic.

From a subjective point of view, Lebanese law identifies the commercial agent in two different categories, one general and the other particular. From a general point of view, the agent è one who professionally, regularly and independently conducts commercial negotiations aimed at the conclusion of contracts of sale, purchase, lease and provision of services and, where appropriate, carry out such transactions in the name and on behalf of the principal. The second category of regulated agent, on the other hand, concerns so-called exclusive representatives, who are engaged in carrying out negotiations aimed at selling, in their own name, goods purchased under a specific contract appointing them as exclusive agents or distributors.

The’commercial agent, in order to be able to carry on business in the country, must necessarily have his or her business office in Lebanon. In addition, if è a natural person, he/she must possess Lebanese citizenship. In the case of a partnership or limited liability company, Lebanese nationality must belong to: (i) the majority of the partners (ii) the person authorized to enter into agreements on behalf of the company. In addition, the majority of the assets/capital stock must be held by Lebanese nationals.

In the case of joint stock companies, Lebanese law provides that: (i) the shares acting as commercial representatives must necessarily be nominal (ii) the majority of the share capital must be held by Lebanese nationals (iii) 2/3 of the members of the Board of Directors, the General Manager and the persons authorized to represent the company; must be Lebanese nationals.

According to Lebanese law, the agency contract must necessarily be in writing. However, there è is no penalty resulting from the lack of this requirement, so it is inferred that the written form has only advertising effects.

Finally, with regard to what law is applicable in the event of disputes, è it is held to be undisputed that the provisions contained in Decree-Law 34/67 are public policy and that they apply whenever the agency contract is to be executed in Lebanon.

The franchise contract – like the agency contract – represents one of the most widely used contractual forms in business. In the last fifteen years, this contractual case è has been involved progressive evolutionary process a significant development in the last fifteen years.

Although Lebanese law does not provide for any specific regulation of the franchise contract – which of course remains subject to the Lebanese codictic discipline of contracts in general - è it is possible to find a soft law discipline contained in the code of ethics launched by the’Lebanese Association on Franchising, established in 2006.

Franchising is framed by the aforementioned code as an instrument of commercialization of goods and/or services and/or technologies, rooted on of close and continuous cooperation between independent businesses, on the basis of which the Franchisor grants its franchisees the right – and the obligation – to carry out business activities in accordance with the instructions and modalities given to them. For direct or indirect financial consideration, the franchisee may use the franchisor's trade name, know-how and trademark, as well as all business and technical methods and other intellectual property rights.

Given the close correlation between the franchise contract and the protection of intellectual property, it is necessary to reconcile this case with the national legislation on copyright, governed by Law No. 95 of 1999, and industrial property enshrined in Resolution No. 2385, issued on January 17, 1924, and amended by the law of January 31, 1946.