Protecting Your Trade Mark Before Franchising in Lebanon

Your business name may be familiar to customers, but recognition alone is not enough to let others use it safely. Before turning an established business in Lebanon into a franchise, you need clear documentation proving ownership of the trade mark and defining what franchisees may do with it. This step protects the value of the business and lays the foundations for a clearer relationship across the franchise network.

1. Distinguish between the business name and ownership of the trade mark

Start with a simple question: who owns the trade mark you intend to license? The company may operate the outlets and collect revenue, while the trade mark is registered personally to the founder or one of the partners. An external designer may also have created the logo without a clear agreement covering the associated rights.

Do not assume that registering a company or business in the commercial register is equivalent to registering its trade mark. Equally, owning a domain name or social media account does not establish rights to the trade mark. Each asset serves a different purpose, and its ownership must align with the structure through which the franchise will be granted.

Create a table covering:

• The Arabic name and any versions used in other languages.
• The logo and key visual elements.
• The registered owner of each asset and the documents proving ownership.
• Trade mark application or registration numbers and their status.
• Domain names, digital accounts and the party controlling them.

If the franchisor does not own the trade mark, have the legal basis for its right to license it to others reviewed. A verbal understanding with the founder is not enough: that authority must be documented, including the right to grant licences to franchisees and keep them in force for the agreed term.

2. Check protection in Lebanon before making promises to investors

Trade mark matters are handled by the Intellectual Property Protection Department at the Ministry of Economy and Trade. Before filing a new application or relying on an existing registration, appoint a specialist to check for similar earlier marks, confirm which goods and services the protection covers, and ensure that the owner’s details reflect the actual position.

Do not limit the search to exact matches. A name that sounds or looks similar may warrant legal assessment, particularly where it relates to a similar business activity. If you use an Arabic name, a version in Latin script and a combined name-and-logo design, discuss suitable protection for each rather than assuming that registering one image covers every use.

Review your actual expansion plans too. A business that serves food on its premises and then starts selling packaged products needs to check that its trade mark protection covers those uses. Protection in Lebanon does not automatically provide protection in countries where you may expand later.

Record the outcome of the review in writing: what is now protected? What is still pending? Is there an obstacle that requires a name change or a delay in granting the right to use it? Do not present a pending application as a final registration certificate.

3. Place the licence within Lebanon’s legal framework

Lebanon has no standalone franchise law establishing a comprehensive framework for franchise agreements, nor a franchise-specific mandatory disclosure regime comparable to those in some other countries. However, the absence of dedicated legislation does not mean there are no legal obligations.

Depending on its subject matter, the relationship is governed by the Code of Obligations and Contracts, the Code of Commerce, provisions protecting commercial and industrial property — including Decision No. 2385 of 1924, as amended — and relevant consumer protection rules. The trade mark licence must therefore be considered part of an integrated contractual and commercial relationship, not simply permission to put up a sign.

Another legal issue requires specific review: whether Legislative Decree No. 34 of 1967 on commercial representation could apply to a particular relationship, depending on its legal characterisation and substance. It is not correct to assume that every franchise agreement automatically falls within its scope, or that the agreement’s title alone excludes it.

Ask a Lebanese lawyer to review ownership of the trade mark, the legal basis for licensing it and any formalities needed to give effect to dealings involving it. Do not simply import a foreign contract template that assumes Lebanon has a dedicated franchise register or is subject to a foreign disclosure period.

4. Turn the right to use the mark into enforceable terms

The agreement should identify the licensed trade marks precisely, ideally with images and particulars attached in a schedule. Specify the period of use, the locations and activities covered, and whether the right is exclusive within a defined scope. Contractual exclusivity does not transfer ownership of the trade mark.

Address day-to-day use through clear questions:

• May the franchisee create a local social media page or buy a domain name containing the trade mark?
• Who approves signage, packaging and advertising?
• May colours be changed or a local area name added to the logo?
• How are infringements reported, and who handles any legal follow-up?
• Is granting others the right to use the mark prohibited without written consent?

Establish a practical approval process and appoint a named person at the franchisor to oversee it, so that brand control does not hold up operations. In return, make use of the mark conditional on agreed quality standards and clear procedures for correcting breaches. Customers see the shared brand and may judge everyone in the franchise network by their experience at a single outlet.

5. Plan for removing the branding before the relationship begins

Specify from the outset what happens when the agreement expires or is terminated: removing signage, stopping advertising, dealing with branded packaging and stock, and handing over or changing accounts according to their ownership and the agreed terms. Do not assume that every account created by the franchisee automatically passes to the franchisor.

Assign responsibility for follow-up, set suitable contractual deadlines for each action and establish how compliance will be evidenced. Also review how outstanding orders will be handled and customers informed without creating the misleading impression that the business remains part of the network.

Practical takeaway: Before signing the first agreement, gather proof of ownership, review the scope of protection, confirm the authority to license the mark, and attach rules on use and exit to the agreement. If any part remains unclear, resolve it before an investor pays for a name you are not yet in a position to license safely.