How to Establish Companies in Syria and What Are the kinds

Legislative Decree No. 151

The Law of Companies and trading stores established outside the Syrian Arab Republic which have branches of agency in Syria

CHPTER ONE

THE COMPANIES ESTABLISHED OUTSIDE THE SYRIAN ARAB REPUBLIC

Section One

About the companies established outside the Syrian Arab Republic

Article 1 –

The companies included in this Law are the companies established outside the Syrian Arab Republic, of various kinds, whether they are associations of capitals, or companies of individuals, or cooperative or alike, which have a branch or an agency in Syria.

Chapter Two

The branches of the Companies that are established outside the Syrian Arab Republic

Article 2 –

The companies stated in Article one are not permitted to establish a branch in Syria to be operated under its own commercial name and accounts, nor to commence the works of such a branch unless it is registered in special register kept by Ministry of Economy and Foreign Trade ( Companies Dept. ).

As for the foreign governmental projects or the companies in which foreign government is partner or shareholder in that company, which desires to establish a branch in Syria or to commence its works in that branch, then it shall be registered at the Department stated above before it practices business. After presenting the documents stipulated for in this Law, it shall be granted a special license to be issued by the President of the Republic under a proposal by minister of economy and foreign trade. If the request for license is rejected, the company shall not take any further method of review.

Article 3 –

1- The company or its manager shall present the registration request to the Ministry of Economy, stating the name of the company, place of establishment, its headquarters, kind, purpose of company, its capital, the location of its branch in Syria and the sub-branches related thereto if any, and kind of practices.

2- Ministry of Economy shall have the right to request additional data in the registration request.

3- The request shall be attached to the following :

a. Copy of the company establishment contract, its bylaw signed by the its chairman of the board or by whom he may delegate, if the company is one of the associations of capital, or copy of the company contract signed by the managers of the company delegating them if it is a company of individuals, provided that the documents shall be attested by the competent authorities.

If the documents is issued by the Commercial Registrar or equivalent and shall be attested duly.

b. A document certifying that the company"s capital paid with its reserve exceeds fifty thousand Syrian Pounds, to be signed by the signatory and attested by duly, if it is of association of capital. The amount can be adjusted by means of a normal decree. Ministry of Economy may disregard this condition if it makes sure, through its special means, that the net assets of the company exceeds the stated amount.

c. Copy of the balance sheet of the company for the year prior to the date of the registration request signed buy its chairman of the board or his delegate, if it is one of the banks companies.

d. A power of attorney prepared by the notary public or the clerk responsible for power of attorney attestation in the headquarter of company, and attested by the competent authorities, or prepared before the notary public in Syria. Upon verifying the capacity of the company signatory empowered, the company shall assign a general manager in Syria who shall resides actually in the area of the center of the company and connected directly to the headquarter

The general manger of the company is provided to be either natural person of Syrian Nationality, or a commercial firm established in the Syrian Arab Republic and has a headquarter or a registered branch in the area of the center of the company in Syria, provided that all partners or shareholders are of Syrian Nationality.

Ministry of Economy shall have the right to accept, by virtue of the approval of the President of the Republic, that the general manager be natural person having the nationality of the State in which it was established, or a branch of a company established in the same state.

When the general manager is a company, then attached to the request, shall be copy of the establishment contract, the bylaw and legalized documents appointing the signatory.

4- every document presented by the company shall be translated into Arabic by a sworn translator authorized by Ministry of Economy.

Article 4 –

The general manager, as soon as he is assigned , shall definitely have the authority of concluding contracts, signing on any company works related document under its system, and representation before the governmental institutions and courts of various levels, either in the capacity of complainant of defendant, or any other capacity, receiving all calls notifications and notices addressed to the selected headquarter of the company in Syria. He shall, also, have the right to collect, spend, issue vouchers, keep company"s accounts records special for the transactions it carries out in the Syrian Arab Republic.

Article 5 –

1- The Companies Department Head shall give the applicant company or its general manager, within two months from date of request and documents stipulated for in the previous Article No. 3, a registration certificate against payment of a fee of SP. 25.001.