Corporate Law at Syria
Here’s an overview of Corporate Law in Syria:
Corporate Law in Syria
1. Legal Framework
Corporate law in Syria is mainly governed by:
The Syrian Companies Law No. 17 of 2010 (latest comprehensive legislation).
Other relevant laws include the Commercial Law and Investment Law.
The law regulates company formation, management, and dissolution.
The legal system is influenced by civil law traditions and some Sharia principles.
2. Types of Companies
The Syrian Companies Law recognizes several forms of companies:
a. Limited Liability Company (LLC)
The most common company form for small and medium enterprises.
Minimum 2 and maximum 50 shareholders.
Shareholders’ liability limited to their capital contributions.
Minimum capital requirement is set by law (varies; often low for SMEs).
b. Joint-Stock Company (JSC)
Suitable for larger businesses and companies seeking to raise capital publicly.
Minimum capital requirement is relatively high (SYR 30 million or more).
Capital divided into shares, which may be publicly traded if the company is listed.
Requires a board of directors and a general assembly.
More stringent governance and disclosure rules.
c. Partnerships
General Partnership (unlimited liability).
Limited Partnership (with general and limited partners).
These are less commonly used for commercial enterprises.
3. Company Formation Process
Draft and notarize articles of association.
Deposit minimum capital in a local bank.
Apply for registration with the Ministry of Commerce.
Register with tax authorities and social security.
Obtain necessary licenses depending on the business sector.
4. Corporate Governance
LLCs governed by the shareholders’ assembly and one or more managers.
JSCs governed by a board of directors and shareholders’ general assembly.
Directors have fiduciary duties and responsibilities defined by law.
Annual general meetings and financial reporting are mandatory.
5. Capital and Shares
Capital must be fully subscribed and paid upon incorporation.
Shares in JSC can be freely transferred unless restricted by the articles.
LLC shares are usually not transferable without shareholder approval.
6. Foreign Investment
Foreign investors are permitted but face some restrictions.
The Investment Law No. 13 of 2007 provides incentives and protections.
Foreign ownership restrictions may apply in certain sectors.
Foreign investors often must partner with local entities or individuals.
7. Taxation
Corporate tax rates range between 15% and 22%, depending on the activity.
Other taxes include VAT, withholding taxes, and social security contributions.
Tax incentives may be available under investment law.
8. Compliance and Reporting
Companies must maintain accounting records compliant with Syrian accounting standards.
Annual financial statements must be audited and filed with authorities.
Compliance with labor and social insurance laws is required.
Summary
| Feature | Details |
|---|---|
| Governing law | Syrian Companies Law No. 17 of 2010 |
| Popular company types | LLC, Joint-Stock Company (JSC) |
| Minimum capital (LLC) | Varies; often modest |
| Minimum capital (JSC) | Approximately SYR 30 million or higher |
| Foreign investment | Allowed with some restrictions |
| Corporate tax rate | 15-22% |
| Registration authority | Ministry of Commerce |
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