This content is from: Local Insights

New Syrian company law

Syria's relatively new Company Law 3 of 2008 was replaced in February 2011 with Legislative Decree 29/2011. When the previous text was passed in 2008, it replaced a 59-year old bill, the Commerce Law of 1949. The new Legislative decree 29/2011 introduces new forms of companies and provides for more simplified procedures.

Under the old Company Law, limited liability companies had to be established by at least two shareholders, but the new law has introduced the form of the "one-person limited liability company". Although regulations governing this types of company are yet to be issued by the Minister of Economy, it is expected to ease the introduction of foreign investors.

Another important change is related to shareholding companies. Previously, all shareholding companies had to be public where at least 45% of the share capital had to be raised through an IPO. Under the new company law, if the founders choose to fully subscribe to the company capital without a public offering, then the company shall have the form of a "private shareholding company".

In the event the founders wish to offers shares to the public through an IPO process, the company is deemed a "public shareholding company" in which case the founders shall subscribe to at least 10% but no more than 75% of the company's declared capital.

There is no ceiling on ownership of shares by non-Syrians in companies; non-Syrians must, however, pay their contribution to the capital in hard currency. Syrian regulations still impose a minimum capital requirement on all forms of companies, where such minimum requirement is not stipulated in the law, but is rather determined by Ministerial Decisions that are subject to change according to market requirements.

Ghada Armali

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