Your Guide to Business in Syria

1. Current laws applied in the field of Consumer Protection and Internal Trade:
Consumer Protection:
• Cheating and Fraud Combating Law, and its modifications.
• Rationing and Pricing Law and its amendments.

Internal Trade:
provisions of the Syrian Trade and company Law No. 149 of 1949 are currently being applied, including several provisions related to trade in general, merchants, trading companies, commercial contracts, commercial securities, preventive compromise and bankruptcy; moreover, provisions of Law No.151 of 1952, and its amendments, related to trading companies and shops established outside the Syrian lands, which have a branch or franchise in the country.

In the field of consumer cooperation, Consumer Cooperation Law. 
In the filed of commercial and industrial property protection:
Law of Commercial and Industrial Property Protection, marks of identification, industrial Figures and Samples, and patents on invention.

2. Laws being currently formulated within the Ministry of Economy and Trade:
a. Act of Competition and Prevention of Monopoly.
b. Consumer Protection Law.
c. Food Law.
d. Anti-dumping Law.
e. Property Protection Law.
f. Commercial Law.
g. Corporation Law.
h. Modify both the Ration and Pricing Law and the Act for Cheating and Fraud Control, and unify them in a single Act.
i. Act of National Product Protection against the Harmful Practices of International Trade.
j. Legal Auditors Syndicate Law.
k. Foreign Companies Branches and Franchise Law.
l. Industrial Labels and Models Law.
m. Patents Draft Law.

3. Documents and signatures required to start a business in Syria:
General Registration Procedures:
Those who apply for registration in the Commercial Register for the first time:
• Should be running a commercial business.
• Should submit a written application including the commercial activity to be actually practiced. • Should submit a title deed, leasing contract or any proof of occupation.
• A certificate proving that the applicant is not a governmental employee.
• A photocopy of the ID.
• A copy of the Industrial Licensing in case the applicant was an owner of an industrial or handicraft enterprise.
• A sight inspection conducted by at least two members of the Ration Department (Trade and Auditing Sections). 

Current procedures to register Associations of Capital:
1. Founders or their Legal Agent should submit a licensing application to the Internal Trade Directorate.
2. Founders should sign the Licensing Application and the Articles of Association.
3. The companies Articles of Association should be attached to the Application.
4. Articles of Association should be studied and amendments requested, then these Articles of Association should be registered according to the provisions of the currently adopted Commercial Law.
5. The company’s Licensing Application should be submitted to the Minister.
6. After the Licensing Decision is issued, it’s to be submitted attached to the Articles of Association to the persons concerned, in addition to a copy that goes to the Civil Court of First Instance to follow up the foundation ad kickoff process.
7. Lay down Articles of Association at the specialized Court of First Instance, which will transform it to the specialized Financial Department according to the place.
8. Pay the stamp duties on the company’s capital and tackle the company‘s headquarter situation with regard to (property, leasing). Once the financial procedures are concluded the Articles of Association should be sent to the Court of First Instance.
9. Either founders or their attorney-at-law should register at the head of the Court of First Instance Registry Office; the Articles of Association are then certified by the Head or Registry Office and transformed to the specialized Internal Trade Department (Commercial Register Secretariat).
10. The company’s capital should be deposited at a bank.
11. The Commercial Register Secretariat issues the Company’ Commercial Register after verifying the validity of documents submitted which are related to kickoff at the Court, payment of stamp duties, capital deposition, and the notification to publish in the Gazettes, without having a legal article concerning this issue.

Current procedures to register Partnership and Limited Partnership Companies:
1. The contract should be prepared by an attorney and transformed to the Commercial Register Secretariat to take notice and confirm its adherence to the law, without having a specific legal article concerning this issue. In case of approval, the Contract is transformed to the Court Registry Office. Upon the submission it is declared in the Commercial Register.
Required capital:
1. The minimum capital in urban centers: 500,000 SYL.
2. The minimum capital in districts: 300,000 SYL.
3. The minimum capital in villages: 100,000 SYL.

The current registration costs at the Civil Register:
a. 15,000 SYL should be paid at the specialized Court of First Instance as contract registration and photocopy duties.
b. The revenue stamp duty imposed on contracts, deeds and documents pursuant to the Legislative Decree No.44 of 2005. and according to the following percentages:
5 per thousand for joint-liability and limited partnership companies’ foundation contracts, and other Partnership Companies, and for increasing the capital of such companies, bearing in mind that the duty on foundation contract must not be below 25,000 SYL in all cases.
5 per thousand for the shares of Joint-Stock and Limited Companies and Holding Companies, and on bases of the nominal value of these companies and on the increased capital of such companies, the duty might be reduced to half in case the shares were put to underwriting with a percentage that is not less 5%.
Institutions and individual enterprises licensed by Investment Law No.10 of 1991 and its amendments are licensed: 5000 SYL should be paid by the owner.
Authorization granted to individuals, institutions and Partnership Companies to practice handicrafts, commercial or service professions according to the following:
 In villages and towns: 2000 SYL.
 In cities and district centers; 5000 SYL.
 In governorate Centers: 10,000 SY.L
 
Registration in the Commercial Register requires 10,000 SYL; any amendments conducted on the Commercial Register require 3000 SYL.
c. Commercial register stamp: 400 SYL.
d. Real estate maintenance duties vary according to the real estate’s situation.
e. Lawyers Syndicate Stamp: 6,500 SYL.
f. Costs required for publishing in the gazette.

Foreign Franchise and Branches of Foreign Companies:
The issue is tackled according to Legislative Decree No 151 of 1952, in addition to Decree No. 15 of 2001 and Decree 20 of 2002.
For the time being, no exclusive franchise is granted registration, because registration is only granted to companies that have tenders in the state.
Franchise duties at the Ministry of Economy and Trade:
1. Franchise Registration Duty: 500 SYL.
2. 50 SYL for each certified copy.
3. 40 SYL stamps: 10SYL Red Crescent Stamp; 10SYL financial stamp, 5SYL Popular Stamp; 5SYL Tuberculosis Stamp.
4. No information available about other bodies stamps.

Opening a Branch for a Foreign Company in Syria:
Registration duties at the Ministry of Economy and Trade include:
1. Registration duties: 150 SYL.
2. Payment for a copy of the company’s certificate: 150SYL.
3. Same as Foreign Franchise Stamps.
4. in relation to External Trade Provisions in Syria, and tariffs imposed on goods:
Syria is currently moving towards liberalizing its external trade within the framework of the Economic Reform Programme currently adopted by the government. Consequently many changes are continually being made on exports/imports Laws and regulations in Syria. (External Trade Provisions) pursuant to the liberalization requirements and local market needs.
Same for the tariffs imposed on goods and harmonized system tariffs H.S.