Syrian commercial law recognizes all the usual corporate entities found in
the Western world. The principal forms are limited liability companies,
Partnerships and joint stock or shareholding companies. Joint ventures between
the government and the private sector may be incorporated under Syria’s
investment law. Many of the largest are however established by decree and thus
governed by rules and regulations outside the standard commercial law. In
principle, foreign firms or individuals are permitted to participate in all
types of corporate entities. Foreign ownership is, however restricted to
projects under Investment Law No 10. (See section 5.4.1 below).
Corporate Entities: The legal basis for shareholding companies is the Syrian
Commercial Law as contained in Legislative Decree No 149 of 1949. Shareholding
companies have become more common in recent years. Since the late 1980’s a
number of joint ventures between the government and private sector have been
established as shareholding companies. It has been particularly common form of
incorporation for entities established under Investment Law No 10.
Registration should occur within one month of the establishment of the business
and a license to operate must be obtained from the Ministry of Industry.
Companies should have five founders and a minimum capital of 50.000 Syrian
pounds. Applications should be made to the Ministry of Supply and Interior
Trade. A memorandum of association must be submitted: On receiving approval to
incorporate from the Ministry of Supply and Interior Trade, the company’s
articles of association are published the Official Gazette. Companies founded by
foreigners, or with foreign participation, require permission from the Ministry
of the Economy and Foreign Trade. Public share offers must be announced in at
least two national newspapers.
Subscriptions are carried out through local and foreign banks authorized by the
Commercial Bank of Syria. Founders are given 60 days to raise 75% of the total
capital offered. If subscriptions do not reach this target then an additional 60
days may be given by ministerial decree. Subscribers must pay a minimum of 5% of
the total value of the shares in advance. The balance is paid according to the
memorandum of association.
Reserves of 10% of annual profits must be set aside. They may cease when the
reserves reach 50% of the company’s total share capital. Additional reserves of
no more than 25% of annual profits up to a 100% of the value of the share
capital may also be set aside.
The management or board of directors of a shareholding company is elected by
the annual general meeting. The number of directors (no more than seven, no less
than three), their tenure and procedures for elections and dismissal, are to be
specified in the articles of association. Within a week of election the board
must elect a chairman and deputy. Any limits to the board’s authority are to be
laid down in the articles of association. The board must meet on a monthly
basis. Public shareholding companies must have at least two company employees on
the board. In companies with state participation, public sector representative
obtain seats on the board in proportion to the state’s holding of share capital.
Limited Liability Companies: These are similar in structure to their Western
counterparts. Management may be separate from the partners, although they are
usually chosen from among them. Minimum capital is 25.000 Syrian pounds. The
liability of individual partners is restricted to their share of total capital.
Companies are required to submit their constitution to the Court of First
Instance within a month of their formation. The constitution should contain the
company’s name and address a description of its purpose, information regarding
its directors and partners, their shares and responsibilities.
Applications for official registration are made to the Ministry of Supply and
Interior Trade. Applications should be signed and authorized by the partners and
include a copy of the constitution, lease agreements and industrial licenses as
applicable. Once approval is obtained from the ministry, the company is added to
the commercial register.
Partnerships: Partnerships may be general or limited. Foreign companies and
individuals may participate in Syrian partnerships. There is no upper limit on
the number of partners, but there must be a minimum of two. Registration
procedures are similar to that of limited liability companies. An application
must be submitted to the Ministry of Supply and Interior Trade and is to include
general information about the partnership. On receipt of the Ministry’s
approval, the partnership is added to the commercial register. Agreements are
deposited with a Court of First Instance.
Investor support and Promotion Organizations: The EU has recently set up an
organization to promote European Syrian Trade, it is known as the SEBC (Syrian
European Business Center) and is based in Damascus.
Double Taxation Treaties: Syria’s tax system is territorial. If a foreign
company is taxed both in Syria and in its home country then tax relief should be
sought in the home country. Syria has double tax treaties with Cyprus, Romania,
the Czech Republic and India. As an exception to the territorial principle. A
regional agreement for the prevention of double taxation exists between Syria,
Jordan, Sudan, the United Arab Emirates, Egypt, Iraq and Yemen.
Land and Property Taxes: Income tax on the rental of real property is levied on
a sliding scale form 17 to 60%, and payable by the owners, be they individuals
or legal entities. If the rental contract is with non-Syrians the base used is
the value of the lease contract and maximum rate payable is 40%. The payment of
all tax is the responsibility of the owner. Non-Arab foreigners are not
permitted to own real estate.
Taxation of Foreign Firms: Resident foreign firms are taxed as has been outlined
above. Non-resident firms are charged a withholding tax. Foreign firms are
considered resident if they have concluded more than one supply or service
contract in the course of one year, of if they have concluded a contract which
has taken one year or more to execute. Income tax is also chargeable if foreign
firms.
1. Maintain a local branch office
2. Have registered with the Ministry of Economy and Foreign Trade
3. Are party to a civil works contract
4. Have assigned part of their activities under a sub-contract to another firm
5. Carry out their business at the office of another company
6. Undertake certain administrative steps such as the hiring of employees,
rental of premises and registration of a PO Box.
This tax also applies to the royalty income of foreign trade-mark holders form
production under license in Syria.
Taxation consists of:
7. A non-resident income tax levied at 17% off 75% of the contract value or
profits realized
8. Local administrative tax (5-10%)
9. War Effort Tax surcharge at 30% of the income tax For the purpose of tax
assessments, the value of the income in foreign currency is converted into
Syrian products at the NCR rate.