How do you form a company in Syria? Types, documents, capital and timeline

A full legal answer under Syrian Companies Law No. 29 of 2011, Legislative Decree No. 21 of 2022, and their amendments.

The practical difference between company types

The limited liability company (LLC)

• Liability: the company is liable with its assets alone, and a partner is answerable only to the extent of their share in the capital.
• Number of partners: at least two (and it may consist of a single person under the recent amendments).
• Flexibility: its shares may not be offered for public subscription, and it may not issue tradable securities. Suited to small and medium projects and family businesses.

The joint-stock company

• Liability: its estate is entirely separate from that of the shareholders, and liability is limited to the nominal value of the shares.
• Number of partners: no fewer than 3 in a private joint-stock company, and 5 in a public one.
• Flexibility: its capital is divided into tradable shares, and it suits large projects, financial companies and real estate development.

The general partnership

It consists of two or more partners, who are personally and jointly liable with all of their assets for the company’s debts and obligations, and a partner in it acquires the status of a merchant.

The limited partnership

• General partners: they are subject to the general partnership regime (absolute and joint liability with their own assets).
• Limited partners: they contribute capital shares, are answerable for the company’s debts only up to their shares, and do not take part in external management.

The documents required for each type

For all company types (initial formation)

1. The company’s articles of association (or the memorandum of association for partnerships), signed and authenticated.
2. Copies of the personal identity documents of Syrian partners, or copies of passports for foreign investors.
3. A recent certificate of no criminal conviction from the commercial register for the Syrian founders and executive managers.
4. Premises documents: a notarised lease or a commercial title deed, or a flexible office, authenticated by the governorate or municipality.
5. A letter of approval from Social Affairs and Labour held with the commercial register (for foreign or non-Syrian partners, where there are any).
6. A letter naming the general manager or the person authorised to manage, and the financial auditor.

Additional items for limited liability and joint-stock companies

• A bank notice confirming that the required capital has been placed in a company-in-formation account at one of the approved banks in Syria.
• The subscription prospectus and the constituent assembly formalities (for public joint-stock companies) with the securities market.

The minimum capital for each legal form

• Limited liability company: a minimum of 50,000,000 old Syrian pounds (the minimums were amended by Decree No. 21 of 2022).
• Private joint-stock company: a minimum of 100,000,000 old Syrian pounds.
• Public joint-stock company: a minimum of 1,000,000,000 old Syrian pounds.
• Partnerships (general and limited): Syrian law imposes no minimum capital; it is set by the partners’ agreement and consent within the contract. Reasonable amounts are nonetheless advisable for commercial and banking dealings, while the executive instructions refer to 15,000,000 old Syrian pounds.

The realistic time for each step (actual working days)

• Reserving the trade name and reviewing the articles of association at the Ministry of Internal Trade: 10 to 15 working days.
• Opening the bank account and depositing the capital: one working day.
• Authentication of the articles of association at the finance authority: about 2 to 3 days.
• If the premises are a flexible office: 2 to 3 days.
• Registration in the commercial register and obtaining the register extract: 2 to 4 working days.
• Registration with the chamber of commerce: 2 to 3 days.

The realistic total: 15 to 25 actual working days, increasing where there are foreign partners requiring special approvals.

The authorities involved and their roles

• Ministry of Internal Trade and Consumer Protection (Companies Directorate): the central authority that reviews and authenticates articles of association and issues formation licence decisions for the various company types.
• The commercial register office (at the governorate trade directorate): publicising the company, granting it legal personality and its commercial register number.
• The chamber of commerce or industry: the company’s affiliation, obtaining its commercial or industrial classification grade and practising the activity officially.
• The finance administration (finance directorate): issuing the tax number and starting the tax assessment.