How to Establish Companies in Syria and What Are the kinds (página 2)

2- If the period defined has passed without giving that certificate for reasons considered by Ministry of Economy, then the company shall have the right to present the issue before the President of the Republic, who may order he registration of the company of reject the request, where his decision shall be final and shall not be subject to review.

3- The certificate shall be published in the gazette.

4- This certificate shall certify, Upon producing, that the company has completed the procedures stipulated for in the previous Article No. 3.

5- The certificate, or legalized copy thereto, shall be affixed in apparent place in the headquarter of the company in Syria and in each of its branches.

Article 6 –

The companies registered under the provisions of this law shall be considered as legal entities in Syria as of the date of registration.

Article 7 –

The companies established outside the Syrian Arab Republic, and registered at the

Companies Dept., shall not be allowed to represent other companies established abroad.

Article 8 –

1- if the post of the general manger becomes vacant due to death or any other reason, the company shall:

a. advise Ministry of Economy ( Companies Dept ) within one month as of the date when the post becomes vacant.

b. Assign replacement within two months maximum as of the date when the post becomes vacant.

2- If the company committed a breach in one of these conditions, it shall be prohibited from practicing its activities under resolution to be issued by the minister till a replacement is assigned under the Provisions of paragraph 2/d of Article 3 of this Law.

Article 9 –

1- The company shall send to Ministry of Economy (Companies Dept.) a statement including all amendments on its bylaw, and every increase or decrease on the capital and every time the general manager is changed.

2- Legalized Copy of the resolution of amendment issued by the General

Assembly of the company, or the resolution related to the assignment of the new manager, shall be Attached to the statement provided that all these document shall be endorsed by the chairman of the board or the person he may delegate ( or attested by the competent authorities ) if issued by the commercial registrar.

3- The accompany, when starting any new branch reporting to the company's headquarter in Syria, shall assign branch manager reporting directly to the general manager in Syria. It is provided for this manager to be either a natural entity or of Syrian nationality residing actually in the area where the branch is located, or a commercial company established in the Syrian Arab Republic and it has a headquarter or a branch registered in the area where the location is locate, provided that all partners or shareholders are Syrians.

The company shall notify Ministry of Economy whenever it starts a new branch and provide it with a copy of the proxy including the assignment of a manager. The company shall be given within a month after submitting the required documents, a statement accordingly and under the Provisions of Article No. 12 of this Law to be placed in an apparent place in the branch.

Also when the branch is closed, the company shall notify Ministry of Economy within a week from date of closing, and shall be given legal statement under the Provisions of article No. 12 of this Law.

Article 10 –

1- The registered company shall submit a written statement to the Companies Dept. including the address of the company in Syria and the addresses of the branches, and about any changes on addresses. This statement shall not be subject to fees nor to publishing.

2- The company shall put an apparent signboard outside the building in which the headquarter and the branch are located.

3- In Syria, the company shall keeps all accounts related to the business and activities it carries out within the Syrian Arab Republic including profits and losses account.

4- It shall not be allowed to float shares or special loan bonds for general underwriting in Syria unless a resolution by the President of the Republic is issued.

5- All underwritings done in Syria previously in accordance with the provisions of Paragraph 4 shall be cancelled including all moneys collected in underwriting. The moneys entry of these underwritings shall be transferred from the name of the company to the names of the underwriters. These moneys shall be returned to the principal underwriters or their legal successors in accordance with the conditions and procedures issued under a resolution by the Minister of Economy.

Article 11 –

If the company suspended its works in the Syrian Arab Republic, or became bankrupt, or affiliated with another company, then it shall notify Ministry of Economy ( Companies Dept. ) under the conditions stipulated in Articles 8 & 9.

Article 12 –

The Companies Dept. Head issues a receipt for the statements given under the articles 8,9&11 against a fee1, this receipt shall be published in the official gazette

Article 13 –

The amendments made by the company on its bylaw or the other changes either for the persons contracting with the company or the other shall not be valid unless the statements stipulated for under the previous articles are printed in the gazette.

Article 14 –

Each company shall state in its correspondences and invoices and all printed matters it issues, its headquarter in Syria the branches with the addresses and the registration references at the Companies Dept.

Article 15 –

Every applicant shall have the right to check at the Companies Dept., the records included in the companies register, and the documents kept in the files of these companies at the companies dept., or he may get attested copies or data about these records or documents against a fee to be defined by the Minister of Economy.1

Article 16 –

The headquarter and the branches from where the company practices its activities are considered selected domicile, where all notifications can be sent to these centers concerning any dispute that may arise, while the company headquarter is considered its domicile for all customers related activities.

Article 17 –

Banks corporations shall submit to the Ministry of Economy ( Companies Dept. ) within six months as of the date when the accounting session is completed, an Arabic copy of the balance sheets for the previous financial year endorsed by its general manager in Syria.

CHAPTER THREE

THE AGENCIES OF THE COMPANIES ESTABLISHED OUTSIDE THE SYRIAN ARAB REPUBLIC

Article 18 –

The agencies of companies established outside of the Syrian Arab Republic includes the following:

a- commission agent

b- the distributing agent at his own expense

c- the distributing agent at the company's expense. d- The agents of aviation companies

e- The agent of the cinema companies

f- The agent of the navigation companies g- All other similar agencies.

Article 19 –

He who acts as an agent of the types stipulated for in Article 18 above, shall present to the Ministry of economy a request to register his agency within a month after agency opening date and prepare registration statement according to the special form in duplicates signed by him, and stamped legally, and in which the following information shall be stated:

a- the name of the principal company and its commercial address. b- The head quarter of the principal company

c- The country in which the company was established.

d- Name of the agent and his nationality, commercial address, domicile and commercial register No.

e- Place of residence of the agent.

f- Any additional data that may be requested by Ministry.

To The statement the following shall be attached:

1- copy of the agency or the contract provided that the principal himself shall endorse it stating that it is an identical copy of the original before one of the sworn employees of the ministry.

2- Translated copy into Arabic language by a sworn translator accepted to the Ministry of Economy. The ministry may request legalization of the proxy officially from the official authorities.

Article 20 –

It is provided for the agent seeking registration to be directly linked to the company, but it is permitted for the Ministry to accept registration of an agent linked to a general agent of the company covering many countries.

Article 21 –

The agent shall be either a natural person of Syrian nationality actually residing in the headquarter of the agency in Syria, and registered in the at the Commercial Registrar. As for companies established in the Syrian Arab Republic with a headquarter or branch registered at the headquarter of the agency in Syria, provided that all partners or shareholders are of Syrian nationality.

Article 22 –

1- The competent department head shall give the agent a registration certificate within one month as of the date of request submission with the documents stipulated for in this Law against payment of the registration fee to be defined by the Minister of Economy according to the agencies categories1.

2- If this certificate has not been given within the period defined for reasons that may be assessed by the Ministry of Economy, the agent shall have the right to present the issue before the President of the Republic, who may order the registration or reject it, his decision shall not be subject to any kind of appeal or review.

Article 23 – The agent shall submit a registration request for every change or amendment to the statement and the agency ( or contract ) or the relation stipulated for in articles 19,20 and 21 within two months as of the date of the change or amendment, where the competent dept. shall give a notification for that without collecting any fee.

Article 24 –

It is not legal for any person or company to allege that he is an agent of any company that is established outside Syria, nor to utilize this capacity in his transactions, contacts with the official department, courts and the commercial establishments unless he completes the registration procedures in accordance with the Provisions of this Law, and shall state the registration number and his agency in all his correspondences and invoices issued by his in this capacity.

CHAPTER TWO

THE MERCHANTS WHO GET HEADQUARTER OUTSIDE THE SYRIAN ARAB REPUBLIC

SECTION ONE

ABOUT THE MERCHANTS WHO GET HEADQUARTER OUTSIDE THE SYRIAN ARAB REPUBLIC

Article 25 –

The merchants meant in this law are those who get a headquarter abroad or a branch or agency in Syria.

Article 26 –

The merchant stated in this section of this chapter shall not have the right to establish a branch in Syria to work under his commercial name and his account, nor to start the activity of this branch unless registered in a special record to be kept in the Ministry of Economy ( Companies Dept. ).

Article 27 –

The merchant who desire to open a branch of his company in Syria or his general manager shall present to the Ministry of Economy the following documents:

1- a registration request : in which he states the name of the merchant, his commercial address, nationality, headquarter, subject of the trade, and what activities he practices in Syria, his special center ( branch ) and the subsidiary sections.

The ministry shall have the right to request additional information.

2- Copy of his C/R issued by the country in which he get a headquarter, attested duly.

3- A proxy through which the merchant assigns a resident general manager in Syria under the meaning of the Articles 2 & 4 of this law and under the same conditions.

4- Every document presented by the merchant or his general manager shall be translated into Arabic by a sworn translator accepted to Ministry of Economy.

Article 28 –

The merchant meant in this section shall be subject to the provisions of Articles ,8,9,10,11,12,13,14,15,16 and 1 of this Law.

SECTION THREE

THE MERCHANT WHO GETS A HEADQUARTER ABROAD AND AN AGENCY IN SYRIA Article 29 –

He who practices in Syrian the works of agency of a merchant who gets a headquarter abroad, shall be subject to the Provisions of section three of Chapter one of this law.

CHAPTER THREE SECTION ONE

GENERAL PROVISIONS

Article 30 –

1- every importer shall state in all transactions he submits to the various state departments, or the general manager of the company or the location from which he imports and the number of the agency or the branch in the special register.

2- Ministry of Economy shall have the right to disregard this conditions in exceptional cases under a written consent of the Minister.

Article 31 –

1- If a dispute arises in relation to the description of the activities, the court of First Instance shall have the jurisdiction to decide whether the activities that the company, established outside Syria or the merchant who gets a headquarter abroad, starts in Syria are considered as if a branch is established in Syria, and works under the name of the company or the merchant and their commercial address, and shall be subject to the Provisions of section two of this chapter or section two of chapter two, or it might be considered as an agency opening and shall be subject to the Provisions of section three of chapter one or section three of chapter two.

2- The court shall have the right to regard the following actions or some of them based on establishment of the branch in Syria, but not limited to:

a. Assign laborers who get their salaries from the company or the merchant subject of this Law.

b. Purchase real estates or rent them in the name of the company or the merchant.

c. Open account in the name of the company in one of the bank in Syria.

d. Register the company or the merchant in the telephone directory.

e. Select a mailing address or cable address in the name of the company of the merchant.

Section two

Penalties

Article 32 –

1- A penalty of SP. 250 – 10000 shall be imposed on he who practices any commercial business in the name of a company or establishment or a merchant, who shall be registered under this law, before getting the registration certificate issued by the Companies Dept. in Ministry of Economy.

2- The same penalty, stated in 1 above, shall be imposed on every person who practices any activity in the capacity of an agent of a company, establishment or a merchant, whose agency shall be registered, before he submits a registration request to Ministry of Economy within the time limit specified in this law.

Article 33 –

1- A penalty of SP. 100 thousand shall be imposed on every company or merchant subject matter of this law, who commits a breach of the articles 7,8,9,10,11,14,17,28 and 29 thereof.

2- A fine of SP. – one hundred Syrian Pound shall be imposed on every company's agent or merchant subject of this law, who commits a breach of the Provisions of Article No. 23.

Article 34 –

A penalty of SP. 100 to one thousand Syrian Pounds shall be imposed on every general manager of a company or a merchant, who do not advise Ministry of Economy about the company's stoppage of its activities or who announces it bankruptcy.

Article 35 –

A punishment of imprisonment for a period from 8 – 60 days and a penalty of Sp. 250 – 10 thousand Syrian Pounds or either penalties shall be imposed on every general manager of a company or a merchant, who is notified with an order to stop the activities of the company or the merchant in Syria under the Provisions of this Law and he continues with these activities.

Article 36 –

A penalty of Sp. 100 to 1000 Syrian pounds and a punishment of imprisonment for a period from one month to six months or either punishments shall be imposed on every person who provides a statement stipulated for in this Law, which is false in bad faith.

Article 37 –

The personnel of the Companies Dept. and the staff of the Departments of Economy in the governorate shall have the capacity of judicial police, and shall be sworn and commissioned by Ministry of Economy to execute the Provisions of this Law, where the minutes they prepare shall be valid unless they are proved invalid.

Article 38 –

1- The Economical Affairs Manager at the Ministry of Economy, and the directors of economy in governorates may request, within their jurisdictions, the public prosecution to raise a case against the merchant or the agent of a company or the agent of a merchant subject of this law, when they commit breaches to the provisions of this law. The court may judge to stop the business of the company or the merchant in Syria, or to stop the business of the agent of the company or the merchant – concerning his proxy – till they apply the provisions of this law and after paying the imposed penalty.

2- Ministry of Economy shall have the right to stop granting import and export licenses to those who commit breaches to the Provisions of this law, and till they apply its provisions.

Article 39 –

In addition to the penalties stipulated for in this law, minister of Economy may order to hatch the record of the companies or the establishments or merchants who have branches or agencies in Syria or to stop their activities by means of a resolution in one of the following cases:

a- if they commit breaches to the valid Syrian laws and regulations or if the company or its general manager commits a breach to its bylaw.

b- If they refrain from executing the sentence rendered by the Syrian courts.

c- If it is required for public security or the national interest of the country.

And in the cases stated in Paragraph G, the company registration may be rejected or hatched its record under the approval of the President of the Republic.

Article 40 –

Every hidden agreement or contract that aim at evading from applying the provisions of this law totally or partially, shall be considered null and void and shall not have any impact towards the contracting parties or any third party.

SECTION THREE

PROVISIONAL REGULATIONS

Article 41 –

1- The company and merchants subject matters of section two of Chapter

One, and section two of Chapter two, that are not registered in accordance with the Legislative Decree No. 103 dated 30.05.1949, at Ministry of Economy (Companies Dept.), shall proceed towards registering at the mentioned dept. in accordance with the Provisions of this Law within six months after its issuance date. As for the companies registered under the stated Legislative Decree, their registration shall be valid, and they shall observe the Provisions of Paragraph 3 / D of Article 3, and the provisions of Paragraph 3 of Article 9 of this Law.

2- The merchants subject of Section two of Chapter two of this Law, who are registered before the issuance of this Law at the Commerce Register, shall adjust their conditions in accordance with the provisions of this Law and have to present the required documents within six months as of its issuance date.

Article 42 –

The agents in Syria, who have agencies or contracts with companies established outside the Syria or with merchants who have headquarters abroad and who are discussed in section three of chapter one and section three of chapter two of this law, and these contracts are concluded before this law is issued, shall register their agencies in accordance with the provisions of this law within six months as of the date of its issuance.

Article 43 –

In case the merchants or companies or their agents neglect the contents of the two previous articles 41 & 42, they shall be prohibited from practicing business under a resolution by the court of first instance, till they execute the provisions of this Law, and they shall be subject to the penalties stipulated for in Article 32 thereof.

Article 44 –

( added by virtue of Article 7 of Legislative Decree No. 67 dated 28.08.1952.)

In implementation of the provisions of the legislative Decree, Prime Ministry shall have the final word concerning the requests submitted to it by the non Syrian representatives, who are not of the nationality of the country in which the company is established, and the requests of the non Syrian agents and managers within two months as of the date on which the legislative decree becomes valid. While non responding by the Prime Ministry to these requests shall be deemed refused. The decisions made by the Prime Ministry in this context, shall be considered final and not subject to review.

Article 45 –

(added by virtue of Article 8 of Legislative Decree No. 67 dated 28.08.1952.)

1- After the two months stipulated for in Article 44 annexed to the Legislative Decree No, 151 dated 03.03.1952 under this legislative decree, passed all agencies and business of the representatives and managers of the branches who had not submitted a request to Prime Ministry of whose requests had bee rejected, shall be transferred to natural persons or legal entities in accordance with the conditions stipulated in the Legislative Decree No. 151 above mentioned.

2- (Added by virtue of Article 7 of Legislative Decree No.67 dated 28.08.1952, and amended under Article No. 2 of Law No. 351 dated 11.03.1957.

As of the beginning of the year 1963 all agencies registered under the name of non Syrian persons shall be transferred to natural persons or legal entities who fulfill the conditions stipulated in the mentioned

Legislative Decree.

Provisional Regulations of Law No. 6 dated 1.1.1959 stipulate the following:

Article 7 –

Companies and stores established n Egypt and have branches in Syria shall be registered at the Commercial Register of the governorate in which the company's headquarter in Syria is located, and the previous record shall be transferred, in accordance with the Provisions of the Legislative Decree No. 151 dated 03.0301952, to the Commercial Registrar indicated upon a notification presented by the previously registered representative within one month as of the date when this Law becomes effective.

Article 8 –

1- Minister of Economy shall set, by means of a resolution he issues, the period required for the execution of Article No. 5 of this Law concerning the establishments practicing the business of agencies, and which are currently registered in accordance with the Provisions of Article 21 of the L. D. No. 151 dated 03.03.1952, provided that the permit period to continue its activity shall not exceed five years as of the date on which this Law becomes valid.

2- As for the companies and commercial stores established outside Syria and Egypt, and which have branches in Syria, they shall adjust their conditions in accordance with this Law within two months as of the date on which this Law becomes valid.

1- From administrative point of view:

To direct the decisions taken in affiliated companies to agree with their targets and interests, through the majority of votes they have in the general assembly of the shareholders of the affiliated companies.

2- As for the capitals invested in the affiliated companies:

It is generally known that the general assembly of the shareholders shall be attended by the normal shareholders only (where the capital includes normal shares and privileged stocks and bonds), by possessing more than 50% of the normal shares it can steer the whole capital to meet its interests.

3- As for profits: it is known that the normal shares are those which deserves all surplus profits after paying all bond interests and the profits of the privileged stocks ( not sharing the profits ). Thus they have the advantage of the abnormal profits that the company achieved, while bonds and privileged stocks have the advantage of simple average of the profits to be agreed on in advance.

And in accordance with the economical agreement dated 07.06.1959 concluded between the Government of the Syrian Arab Republic and the Republic of Lebanon, through which the competent authority in the Syrian territory had utilized its right under the Provisions of Law No. 6 for the year 1959 which is an amendment to Legislative Decree No. 151 for the year 1952, and it gave the Lebanese agents a period of five years maximum to continue their activities in Syria.

And under the Legislative Decree No. 33 dated 01.03.1964, the maximum period, which was till 09.02.1964 given to the companies practicing the business of foreign agencies, was extended to adjust their conditions in accordance with Law No. 6 for the year 1959 for additional two years that end on 09.02.1966.

THE CONDITIONS FOR PRACTICING BUSINESS IN SYRIA FOR THE FOREIGNERS

Resolution No. 124-

Minister of Labor and Social Affairs:

Upon examining Article 36 of the Labor Law No. 91 for the year 1959 nd amendments, and reviewing the Legislative Decree No.29 for the year 1970 and resolution No. 535 for the year 1960 and amendments,

Resolves the following :

Article 1 –

a- Every foreigner that wishes to practice any business of any kind in the Syrian Arab Republic, must get a license to practice this right.

b- " Labor " as a word shall mean, in the implementation of this resolution, shall mean any business industrial, agricultural, commercial or financial or others, and any profession including housekeeping. While the word " foreigner " shall mean any person who does not have the nationality of the Syrian Arab Republic nor the nationality of any other Arab Country.

Article 2 –

The Arab persons are given work permits after verifying their residence permit and they shall benefit from all the provisions of the two laws of Labors and Insurance, and shall be subject to these provisions without observing reciprocity principle.

Article 3 –

Work Permit is issued by the Directorate of Labor And Social Affairs in the governorates, based on a request submitted by the applicant attached to residence permit issued by the competent department. In this request he shall state his name, surname, date of birth, his nationality, his domicile in his mother country, his personal status and his specialization and the qualifications he gets, kind of his previous business and the business he shall start in Syria or the name of his employer with whom he is contracted with copy of the concluded contract, name of the person for which he works without contract, or with whom he will work, with a declaration by the employer and number and date of residence permit.

Article 4 –

The following shall be observed when granting work permit:

a- Work permits are granted to the foreigners who arrive in the country in order to represent their commercial or industrial interests and supervise them or to manage and follow up the commercial, industrial or agricultural business or others at the various economical establishments, after consultation with the ministries concerned according to the nature of business of that foreigner.

b- Work permits are granted to the foreign laborers of daily, monthly and yearly contracts after studying their conditions by the competent directorate in the governorate, taking into account the reciprocity principle, stipulated in Article No. 35 of Law No. 91 for the year 1959 and amendments, provided that they do not compete with the national laborers in the Syrian Arab Republic.

Article 5 –

Foreign experts and specialized technicians are allowed to get work permit without observing the principle of reciprocity in the following cases:

1- when there are no alternative or equivalent specialists in same profession in the country or the Arab countries.

2- The expatriates returning to the Syrian Arab Republic to work in.

3- The foreign persons born in the Syrian Arab Republic, who have been residing in Syria, on the date of application submission, for three continuous years or five years discontinuous years within the previous ten years before the date of request submission.

4- The foreign laborers who fulfill the conditions stipulated for in the Law of Nationality, who submit a request to get the Syrian nationality, unless their request is rejected.

5- Foreign women that are married from the citizens of the Syrian Arab Republic, if they submitted a request seeking the nationality, and marital life continued after request submission till a resolution is rendered by the competent minister accordingly.

Article 6 –

Work permits can be given without collecting the fees stipulated in Article No. 17 of this Resolution for the following categories:

1- the foreign persons employed by the embassies and consulates.

2- The Arab citizens other than the Syrians who fulfill the following conditions:

a. Who resided in the Syrian Arab Republic legally for five years.

b. Who was born in Syria and resides for one year or more on the date of application ( request ) submission.

c. He who gets a relatives of the second degree or marital relation with Syrian citizens.

Article 7 –

The following foreigners are exempted from getting the work permits, provided that the owner of the business shall notify the directorate of Labor and Social Affairs within forty eight hours as of the date the foreigner starts his activities:

a- the technical foreigners and professional specialized person delegated by their establishment in foreign countries for the purpose of installation of the equipment of factories imported from abroad, or for the supervision on the preparation and production of medicines and medical, pharmaceutical and chemical compounds or for another similar purposes.

b- The technical experts and specialized persons with whom the ministries, governmental bodies or the general establishment conclude contracts with.

c- The nuns and monks holding the nationalities of one of the Arab States, and the workers in religious missions licensed duly.

Article 8 –

The work permit shall be given for a period not exceeding the period of the foreigner residence permit, provided that it shall not exceed one year maximum, and the work permit may be renewed or replaced as the case may be.

Article 9 –

The work permit shall include all data related to the applicant, where he shall state his name , surname, date of birth, sex, domicile in his homeland, profession, date of entry into the Syrian Arab Republic, number and date of his residence permit.

Article 10 –

The licensee shall present the license whenever requested by the inspectors and work controllers.

Article 11 –

a- without prejudice to the provisions of Article 7 of this resolution, every employer shall not be allowed to employ any foreigner if he odes not have work permit.

b- The foreigner is not allowed to be employed in a profession other than his, or in a governorate other than the specified in the work permit, and when the foreigner moves from a governorate to another shall check in with the competent directorate in that governorate to sign the license in order to get benefit from till it is expired. In case of change of profession the concerned person shall present a new request in accordance with the Provisions of Article 3 of this resolution.

Article 12 –

Every party or employer employs a foreigner shall register his name within 48 hours as of the time of his employment in the special register of foreigners he keeps, where in this register he shall state the name of the laborer, surname, date of birth, sex, profession, kind of work he assumes at the time being, his salary, number and date of work permit, number and date of his residence permit, and shall present this register before the work inspectors and controllers upon request.

Article 13 –

Every party or employer employing a foreigner, shall present a declaration to the directorate in the governorate within a week maximum from the date of employment of that foreigner.

Article 14 –

Every party or employer wishes to conclude a contract with a foreigner to let him work for him, shall submit a request for approval of the directorate before employing such person.

Article 15 –

All parties and employers shall submit to the directorate in the governorate a semiannual statement ( at the end of July and January ) including number of foreigners employed during the previous six months, their professions and their salaries.

Article 16 –

The parties that are licensed to employ foreign experts, technicians or musicians shall undertake to assign assistant to them of the nationals to practice the works they carry so they can be able to replace them when the duration of the license granted expires.

Article 17 –

The work permit fees and permit renewal fees are as follows:

Article 18 –

The penalties stipulated in Article 219 of the Labor Law No. 91 for the year 1959 and amendments shall be applied on every person who breaches the

Provisions of this Resolution.

Article 19 –

The Directorate of Labor And Social Affairs shall send to the Central

directorate of Labor, at the end of every month, a statistical statement with the work permits given to foreigners, and renewing them, according to the nationalities of the foreigners, and at the end of every year a general statement including the information stated above shall be sent to it.

Article 20 –

Resolution No. 535 dated 29.09.1960 and amendments shall be null and void.

Article 21 –

This Resolution shall be published and notified to the concerned for implementation.

Damascus on 31.01.1981

Minister of Labor and Social Affairs.

Types of Commercial Companies in Syria

Features – Importance

1- companies of individuals, includes a. Partnership

b. Limited partnership

c. Particular partnership

2- association of Capitals:

a. joint stock company

b. limited partnership in shares

3- Limited liability companies:

4- Foreign companies

1- Companies of Individuals:

Are the companies that are established based on the personal consideration and mutual trust between partners, where a partner may not assign his portion without the consent of the other partners either the assignment is to another partner or to the others.

Because of the personal nature of this kind of companies, the causes of their dissolution might be death of one of the partners or his bankruptcy, or placing one of the partners under guardianship, since the trust he was give may not be given to his successors or his legal representative.

The companies of individuals include the following kinds:

1- partnership companies

2- limited partnership

3- particular partnership

1- Partnership Companies:

Every company that runs its business under a specific address, and is established between two persons or more and they are liable personally of the company's obligations under the partnership

The features of the Partnership companies:

a- not transferability of the portion of the partners:

In general the partners are not allowed to transfer their portion without the consent of the other partners. But law permits the company's contract to stipulate the transfer of portions or shares within the following limits:

1- consent of the majority of partners.

2- Consider the inheritors of the deceased partner as silent partners.

3- The necessity of registering this waiver.

4- The waiving partner, in the opinion of the company, shall remain partner and receive dividends and liable for losses personally under the partnership, while the assignee partner receives these dividends from the assignor partner without having direct right to company.

b- Partners having the capacity of merchant:

The partners acquire the capacity of merchant as soon as the company is established, either they enjoyed this capacity previously or not, where the following resulted from that:

– the partner shall enjoy total commercial competency.

– Company bankruptcy declaration shall lead to all partners bankruptcy declaration.

– Although partner bankruptcy may not lead to company bankruptcy, it might lead to company dissolution.

c- Personal and partnership liability of partners of the debts of the company:

The personal liability of the partner means that if the company's money's do not suffice to pay off the debts of the company, then the partners shall be liable for these debts to pay them from their own money.

The partnership liability shall mean two things:

– The partner is obliged to pay the debts of the company toward the others.

– The creditors shall have the right to return to any of the partners seeking total payment of debts.

The significance of partnership companies:

The partnership companies are the most famous types of companies of individuals, and this kind of companies fits small and medium projects which do not require large amount of capital.

Due to the personal partnership nature of this kind of companies, it is most convenient to economical projects established between the individuals of a family or friends, as it relies on mutual trust basically.

2- The limited partnership :

Every company that assumes business under the name which includes names of partners only, shall be considered a limited partnership company. It is of two kinds :

– acting partners: who have the right to manage the company, and are liable personally and under the partnership to fulfill the obligations of the company.

– Silent or limited partners: who present portions of the capital, and neither of them shall be liable to the portion he presented.

The features of the limited partnership companies

a- the legal position of each partner varies since there are two kinds of partners:

i. acting partners: acquire the capacity of merchants soon as they enter the company, and they are liable personally and under partnership of the debts of the company.

ii. Silent or limited partners: they do not have any right to manage the company, and they shall liable of the losses equal to their portion in the capital, and they are not considered as merchants.

iii. There is no legal limitation to the number of the acting or silent partners in limited partnership companies.

b- The personal consideration of partners: it is not legal for any partner either acting or silent partner, to waive of his portion to the others unless he gets the consent of all partners.

c- The company's address: law stipulates that the silent partner's name shall not be stated in the company's address, where only the acting partners shall be sated, stating the name of the silent partner in the heading ( address) there will be two cases:

i. If that is done with his knowledge : then he becomes acting partner, he shall then be liable of the debts of the company under the partnership.

ii. If that is done without his knowledge them he remains silent partner but he shall prove his negligence of the case and requests the delete his name, or advise the others of his real capacity.

d- The silent partners are not allowed to interfere in management of the company: especially the business which requires company representation before the others, so he is not entitled to be a general manager, nor to assume transactions either sale or purchase under the name of the company.

– As for the internal business of the company which is limited among the partners themselves, the silent partner may assume same.

– The silent partner is entitled to get a job in the such as technical manager or accountant ( without the right to take decisions ).

– He can also conclude contract with the company in his personal capacity ( to sell goods or purchase from the company),

The significance of the limited partnership:

The significance of this type of companies is due to the wish of the money owners to get profits of successful project without any risk on their money.

There are two kinds of partners that is convenient to this type of companies:

– first one, partners with experience and technical and operational competency, and he enters to the company in the capacity of acting partner.

– And another type owns capital, and enter in the capacity of silent partner or financer, so he does not interfere in the management, and get profits and charged with losses according to his contribution in the capital.

3 – Particular Partnership companies:

they are limited within the contracting persons to do a specific job or a definite project, and shall not be subject to the procedures of registration applied on the other commercial companies.

The features of the particular partnership companies :

a- The personal consideration of partners: they are the companies that are established based on mutual trust between partners, as the partnership and limited partnership companies. It is not legal for any partner to waive of his portion to the others unless he gets the consent of all partners.

b- The veiled capacity of the company: it is a company that prepared to be acknowledged by the others.

si not

c- Not considered as a legal entity: the particular partnership company is not considered as a legal entity because of it is being veiled as it is not registered, and as registration is one of the important features of the legal entity.

Consequently the following are originated:

– the particular partnership company does not have nationality other then the partners nationality.

– Does not have an independent domicile

– No judicial case can be brought by it or against it

– The bankruptcy of this kind of companies cannot be declared, but rather the bankruptcy of the partner.

– Does not have independent financial liability.

The significance of particular partnership companies:

They are popular companies as they are characterized with their being simple and free of formalities ( as the case s with other individual companies ).

Also they fit for all occasions and conditions and specially for the persons who do not wish to start commercial business publicly. This kind of companies is clearly common in the contracting agreements, where many contractors agree to participate in the accomplishments of a definite project through contracting with one of them.

b- Associations of Capital:

This kind of companies is characterized with the capitals being most important than the individuals providing the money, so the first consideration is to money and not to individuals as the case is with the individuals company.

– Therefore the shares of the partners may be transferred to the others without the consent of the other partners.

– They also are not dissolved if one of the partner becomes bankrupt or died or he is placed under guardianship, and the are of two kinds:

i. Joint stock company ii. Joint liability company

1- Joint Stock Company:

They are companies without heading and is established between individuals who underwritten for shares that can be circulated, they are liable for the debts of the company in proportion to the amount of money they underwrote. The companies shall have definite name indicating its purpose.

The characteristics of a joint stock company

a- It does not have a heading derived from the name of the

partners, since the entity of the partner is not taken into account in the establishment of the company, where the name shall be derived from the activity of the company followed by the phrase ( joint stock company ).

b- Its capital is divided into equal shares confirmed by instruments that can be circulated by commercial routes.

c- The liability of the partner shall be defined for the debts of the company and its obligations by the number of shares.

d- The partners in such kind if companies shall not be considered merchants ( if they are not originally merchants.)

e- Company bankruptcy shall not lead to the bankruptcy of the partners.

f- Bankruptcy or death of a partner shall not lead to the company dissolution. Definitely.

g- The joint stock companies are considered commercial companies and shall be subject to the Law of Trade, even though the project assumed by the company is agricultural or else.

h- The joint stock companies established in Syria shall have its headquarter in the Syrian lands and shall be Syrian company.

The significance of the joint stock companies:

This kind of companies is considered one of the most significant of the association of capital, and the most famous. These companies can collect the savings or reserves of the individuals through the general underwriting on the shares of the joint stock companies, this shall give it the characteristic of big capitals collecting that may not be available to the establisher. This kind is also meets the needs of the investors in distributing their money on various investments without being obliged to assume the management of the company as the case is with the companies of individuals, where their liability shall be limited to taking over the profits and losses as much as the number of shares they underwrote.

Since this kind of companies requires extended establishment procedures than the other companies, and requires administrative and financial system, therefore it fits the big volume investment projects, and the capital of this kind of companies gives it a feature of getting loans and financial facilities better than other companies.

EL PRESENTE TEXTO ES SOLO UNA SELECCION DEL TRABAJO ORIGINAL. PARA CONSULTAR LA MONOGRAFIA COMPLETA SELECCIONAR LA OPCION DESCARGAR DEL MENU SUPERIOR.