How to Establish Companies in Syria and What Are the kinds (página 2)

2- If the period defined has passed without giving that
certificate for reasons considered by Ministry of Economy, then
the company shall have the right to present the issue before the
President of the Republic, who may order he registration of the
company of reject the request, where his decision shall be final
and shall not be subject to review.

3- The certificate shall be published in
the gazette.

4- This certificate shall certify, Upon
producing, that the company has completed the
procedures stipulated for in the previous Article No.
3.

5- The certificate, or legalized copy thereto, shall be
affixed in apparent place in the headquarter of the company in
Syria and in each of its branches.

Article 6 –

The companies registered under the
provisions of this law shall be considered as legal entities in
Syria as of the date of registration.

Article 7 –

The companies established outside the
Syrian Arab Republic, and registered at the

Companies Dept., shall not be allowed to
represent other companies established abroad.

Article 8 –

1- if the post of the general manger
becomes vacant due to death or any other reason, the
company shall:

a. advise Ministry of Economy ( Companies Dept ) within
one month as of the date when the post becomes vacant.

b. Assign replacement within two months
maximum as of the date when the post becomes vacant.

2- If the company committed a breach in one of these
conditions, it shall be prohibited from practicing its activities
under resolution to be issued by the minister till a replacement
is assigned under the Provisions of paragraph 2/d of Article 3 of
this Law.

Article 9 –

1- The company shall send to Ministry of Economy
(Companies Dept.) a statement including all amendments on its
bylaw, and every increase or decrease on the capital
and every time the general manager is changed.

2- Legalized Copy of the resolution of
amendment issued by the General

Assembly of the company, or the resolution related to
the assignment of the new manager, shall be Attached to the
statement provided that all these document shall be endorsed by
the chairman of the board or the person he may delegate ( or
attested by the competent authorities ) if issued by the
commercial registrar.

3- The accompany, when starting any new branch reporting
to the company's headquarter in Syria, shall assign branch
manager reporting directly to the general manager in Syria. It is
provided for this manager to be either a natural entity or of
Syrian nationality residing actually in the area where the branch
is located, or a commercial company established in
the Syrian Arab Republic and it has a headquarter or a branch
registered in the area where the location is locate, provided
that all partners or shareholders are Syrians.

The company shall notify Ministry of Economy whenever it
starts a new branch and provide it with a copy of
the proxy including the assignment of a manager. The company
shall be given within a month after submitting the required
documents, a statement accordingly and under the Provisions of
Article No. 12 of this Law to be placed in an apparent place in
the branch.

Also when the branch is closed, the company shall notify
Ministry of Economy within a week from date of
closing, and shall be given legal statement under the Provisions
of article No. 12 of this Law.

Article 10 –

1- The registered company shall submit a written
statement to the Companies Dept. including the
address of the company in Syria and the addresses of the
branches, and about any changes on addresses. This statement
shall not be subject to fees nor to publishing.

2- The company shall put an apparent signboard outside
the building in which the headquarter and the branch are
located.

3- In Syria, the company shall keeps all accounts
related to the business and activities it carries out within the
Syrian Arab Republic including profits and losses
account.

4- It shall not be allowed to float shares or special
loan bonds for general underwriting in Syria unless a resolution
by the President of the Republic is issued.

5- All underwritings done in Syria previously in
accordance with the provisions of Paragraph 4 shall be cancelled
including all moneys collected in underwriting. The
moneys entry of these underwritings shall be transferred from the
name of the company to the names of the underwriters. These
moneys shall be returned to the principal underwriters or their
legal successors in accordance with the conditions and procedures
issued under a resolution by the Minister of Economy.

Article 11 –

If the company suspended its works in the Syrian Arab
Republic, or became bankrupt, or affiliated with another company,
then it shall notify Ministry of Economy ( Companies Dept. )
under the conditions stipulated in Articles 8 & 9.

Article 12 –

The Companies Dept. Head issues a receipt for the
statements given under the articles 8,9&11
against a fee1, this receipt shall be published in the official
gazette

Article 13 –

The amendments made by the company on its bylaw or the
other changes either for the persons contracting
with the company or the other shall not be valid unless the
statements stipulated for under the previous articles are printed
in the gazette.

Article 14 –

Each company shall state in its correspondences and
invoices and all printed matters it issues, its
headquarter in Syria the branches with the addresses and the
registration references at the Companies Dept.

Article 15 –

Every applicant shall have the right to check at the
Companies Dept., the records included in the
companies register, and the documents kept in the files of these
companies at the companies dept., or he may get attested copies
or data about these records or documents against a fee to be
defined by the Minister of Economy.1

Article 16 –

The headquarter and the branches from where the company
practices its activities are considered selected domicile, where
all notifications can be sent to these centers concerning any
dispute that may arise, while the company headquarter is
considered its domicile for all customers related
activities.

Article 17 –

Banks corporations shall submit to the Ministry of
Economy ( Companies Dept. ) within six months as of
the date when the accounting session is completed, an Arabic copy
of the balance sheets for the previous financial year endorsed by
its general manager in Syria.

CHAPTER THREE

THE AGENCIES OF THE COMPANIES ESTABLISHED
OUTSIDE THE SYRIAN ARAB REPUBLIC

Article 18 –

The agencies of companies established outside of the
Syrian Arab Republic includes the
following:

a- commission agent

b- the distributing agent at his own
expense

c- the distributing agent at the company's
expense. d- The agents of aviation companies

e- The agent of the cinema
companies

f- The agent of the navigation companies g-
All other similar agencies.

Article 19 –

He who acts as an agent of the types stipulated for in
Article 18 above, shall present to the Ministry of economy a
request to register his agency within a month after agency
opening date and prepare registration statement according to the
special form in duplicates signed by him, and stamped legally,
and in which the following information shall be
stated:

a- the name of the principal company and
its commercial address. b- The head quarter of the principal
company

c- The country in which the company was
established.

d- Name of the agent and his nationality, commercial
address, domicile and commercial register No.

e- Place of residence of the
agent.

f- Any additional data that may be
requested by Ministry.

To The statement the following shall be
attached:

1- copy of the agency or the contract
provided that the principal himself shall endorse it
stating that it is an identical copy of the original before one
of the sworn employees of the ministry.

2- Translated copy into Arabic language by a sworn
translator accepted to the Ministry of Economy. The ministry may
request legalization of the proxy officially from the official
authorities.

Article 20 –

It is provided for the agent seeking registration to be
directly linked to the company, but it is permitted for the
Ministry to accept registration of an agent linked to a general
agent of the company covering many countries.

Article 21 –

The agent shall be either a natural person of Syrian
nationality actually residing in the headquarter of the agency in
Syria, and registered in the at the Commercial Registrar. As for
companies established in the Syrian Arab Republic with a
headquarter or branch registered at the headquarter of the agency
in Syria, provided that all partners or shareholders are of
Syrian nationality.

Article 22 –

1- The competent department head shall give
the agent a registration certificate within one
month as of the date of request submission with the documents
stipulated for in this Law against payment of the registration
fee to be defined by the Minister of Economy according to the
agencies categories1.

2- If this certificate has not been given
within the period defined for reasons that may be
assessed by the Ministry of Economy, the agent shall have the
right to present the issue before the President of the Republic,
who may order the registration or reject it, his decision shall
not be subject to any kind of appeal or review.

Article 23 – The agent shall submit a registration
request for every change or amendment to the statement and the
agency ( or contract ) or the relation stipulated for in articles
19,20 and 21 within two months as of the date of the change or
amendment, where the competent dept. shall give a notification
for that without collecting any fee.

Article 24 –

It is not legal for any person or company to allege that
he is an agent of any company that is established outside Syria,
nor to utilize this capacity in his transactions, contacts with
the official department, courts and the commercial
establishments unless he completes the registration
procedures in accordance with the Provisions of this Law, and
shall state the registration number and his agency in all his
correspondences and invoices issued by his in this
capacity.

CHAPTER TWO

THE MERCHANTS WHO
GET HEADQUARTER OUTSIDE THE SYRIAN ARAB
REPUBLIC

SECTION ONE

ABOUT THE MERCHANTS WHO GET HEADQUARTER
OUTSIDE THE SYRIAN ARAB REPUBLIC

Article 25 –

The merchants meant in this law are those
who get a headquarter abroad or a branch or agency in
Syria.

Article 26 –

The merchant stated in this section of this chapter
shall not have the right to establish a branch in
Syria to work under his commercial name and his account, nor to
start the activity of this branch unless registered in a special
record to be kept in the Ministry of Economy ( Companies Dept.
).

Article 27 –

The merchant who desire to open a branch of his company
in Syria or his general manager shall present to the Ministry of
Economy the following documents:

1- a registration request : in which he states the name
of the merchant, his commercial address, nationality,
headquarter, subject of the trade, and what activities he
practices in Syria, his special center ( branch ) and the
subsidiary sections.

The ministry shall have the right to
request additional information.

2- Copy of his C/R issued by the country in which he get
a headquarter, attested duly.

3- A proxy through which the merchant assigns a resident
general manager in Syria under the meaning of the Articles 2
& 4 of this law and under the same conditions.

4- Every document presented by the merchant or his
general manager shall be translated into Arabic by a sworn
translator accepted to Ministry of Economy.

Article 28 –

The merchant meant in this section shall be subject to
the provisions of Articles ,8,9,10,11,12,13,14,15,16
and 1 of this Law.

SECTION THREE

THE MERCHANT WHO GETS A HEADQUARTER ABROAD AND AN
AGENCY IN SYRIA Article 29 –

He who practices in Syrian the works of agency of a
merchant who gets a headquarter abroad, shall be subject to the
Provisions of section three of Chapter one of this
law.

CHAPTER THREE SECTION ONE

GENERAL
PROVISIONS

Article 30 –

1- every importer shall state in all transactions he
submits to the various state departments, or the general manager
of the company or the location from which he imports and the
number of the agency or the branch in the special
register.

2- Ministry of Economy shall have the right
to disregard this conditions in exceptional cases
under a written consent of the Minister.

Article 31 –

1- If a dispute arises in relation to the description of
the activities, the court of First Instance shall have the
jurisdiction to decide whether the activities that the company,
established outside Syria or the merchant who gets a headquarter
abroad, starts in Syria are considered as if a branch is
established in Syria, and works under the name of the company or
the merchant and their commercial address, and shall be subject
to the Provisions of section two of this chapter or section two
of chapter two, or it might be considered as an agency opening
and shall be subject to the Provisions of section three of
chapter one or section three of chapter two.

2- The court shall have the right to regard the
following actions or some of them based on establishment of the
branch in Syria, but not limited to:

a. Assign laborers who get their salaries
from the company or the merchant subject of this Law.

b. Purchase real estates or rent them in
the name of the company or the merchant.

c. Open account in the name of the company
in one of the bank in Syria.

d. Register the company or the merchant in
the telephone directory.

e. Select a mailing address or cable
address in the name of the company of the
merchant.

Section two

Penalties

Article 32 –

1- A penalty of SP. 250 – 10000 shall
be imposed on he who practices any commercial
business in the name of a company or establishment or a merchant,
who shall be registered under this law, before getting the
registration certificate issued by the Companies Dept. in
Ministry of Economy.

2- The same penalty, stated in 1 above, shall be imposed
on every person who practices any activity in the capacity of an
agent of a company, establishment or a merchant, whose agency
shall be registered, before he submits a registration request to
Ministry of Economy within the time limit specified in this
law.

Article 33 –

1- A penalty of SP. 100 thousand shall be imposed on
every company or merchant subject matter of this law, who commits
a breach of the articles 7,8,9,10,11,14,17,28 and 29
thereof.

2- A fine of SP. – one hundred Syrian Pound shall
be imposed on every company's agent or merchant subject of this
law, who commits a breach of the Provisions of Article No.
23.

Article 34 –

A penalty of SP. 100 to one thousand Syrian Pounds shall
be imposed on every general manager of a company or a merchant,
who do not advise Ministry of Economy about the company's
stoppage of its activities or who announces it
bankruptcy.

Article 35 –

A punishment of imprisonment for a period from 8 –
60 days and a penalty of Sp. 250 – 10 thousand
Syrian Pounds or either penalties shall be imposed on every
general manager of a company or a merchant, who is notified with
an order to stop the activities of the company or the merchant in
Syria under the Provisions of this Law and he continues with
these activities.

Article 36 –

A penalty of Sp. 100 to 1000 Syrian pounds and a
punishment of imprisonment for a period from one month to six
months or either punishments shall be imposed on
every person who provides a statement stipulated for in this Law,
which is false in bad faith.

Article 37 –

The personnel of the Companies Dept. and the staff of
the Departments of Economy in the governorate shall
have the capacity of judicial police, and shall be sworn and
commissioned by Ministry of Economy to execute the Provisions of
this Law, where the minutes they prepare shall be valid unless
they are proved invalid.

Article 38 –

1- The Economical Affairs Manager at the
Ministry of Economy, and the directors of economy in
governorates may request, within their jurisdictions, the public
prosecution to raise a case against the merchant or the agent of
a company or the agent of a merchant subject of this law, when
they commit breaches to the provisions of this law. The court may
judge to stop the business of the company or the merchant in
Syria, or to stop the business of the agent of the company
or the merchant – concerning his proxy – till
they apply the provisions of this law and after paying the
imposed penalty.

2- Ministry of Economy shall have the right to stop
granting import and export licenses to those who commit breaches
to the Provisions of this law, and till they apply its
provisions.

Article 39 –

In addition to the penalties stipulated for in this law,
minister of Economy may order to hatch the record of the
companies or the establishments or merchants who have branches or
agencies in Syria or to stop their activities by means of a
resolution in one of the following cases:

a- if they commit breaches to the valid Syrian laws and
regulations or if the company or its general manager commits a
breach to its bylaw.

b- If they refrain from executing the sentence rendered
by the Syrian courts.

c- If it is required for public security or
the national interest of the country.

And in the cases stated in Paragraph G, the company
registration may be rejected or hatched its record under the
approval of the President of the Republic.

Article 40 –

Every hidden agreement or contract that aim at evading
from applying the provisions of this law totally or partially,
shall be considered null and void and shall not have any impact
towards the contracting parties or any third party.

SECTION THREE

PROVISIONAL
REGULATIONS

Article 41 –

1- The company and merchants subject
matters of section two of Chapter

One, and section two of Chapter two, that are not
registered in accordance with the Legislative Decree No. 103
dated 30.05.1949, at Ministry of Economy (Companies Dept.), shall
proceed towards registering at the mentioned dept. in accordance
with the Provisions of this Law within six months after its
issuance date. As for the companies registered under the stated
Legislative Decree, their registration shall be valid, and they
shall observe the Provisions of Paragraph 3 / D of Article 3, and
the provisions of Paragraph 3 of Article 9 of this
Law.

2- The merchants subject of Section two of
Chapter two of this Law, who are registered before
the issuance of this Law at the Commerce Register, shall adjust
their conditions in accordance with the provisions of this Law
and have to present the required documents within six months as
of its issuance date.

Article 42 –

The agents in Syria, who have agencies or contracts with
companies established outside the Syria or with
merchants who have headquarters abroad and who are discussed in
section three of chapter one and section three of chapter two of
this law, and these contracts are concluded before this law is
issued, shall register their agencies in accordance with the
provisions of this law within six months as of the date of its
issuance.

Article 43 –

In case the merchants or companies or their agents
neglect the contents of the two previous articles 41 & 42,
they shall be prohibited from practicing business under a
resolution by the court of first instance, till they execute the
provisions of this Law, and they shall be subject to the
penalties stipulated for in Article 32 thereof.

Article 44 –

( added by virtue of Article 7 of Legislative Decree No.
67 dated 28.08.1952.)

In implementation of the provisions of the legislative
Decree, Prime Ministry shall have the final word concerning the
requests submitted to it by the non Syrian representatives, who
are not of the nationality of the country in which the company is
established, and the requests of the non Syrian agents and
managers within two months as of the date on which the
legislative decree becomes valid. While non responding by the
Prime Ministry to these requests shall be deemed refused. The
decisions made by the Prime Ministry in this context, shall be
considered final and not subject to review.

Article 45 –

(added by virtue of Article 8 of Legislative Decree No.
67 dated 28.08.1952.)

1- After the two months stipulated for in Article 44
annexed to the Legislative Decree No, 151 dated 03.03.1952 under
this legislative decree, passed all agencies and business of the
representatives and managers of the branches who had not
submitted a request to Prime Ministry of whose requests had bee
rejected, shall be transferred to natural persons or legal
entities in accordance with the conditions stipulated in the
Legislative Decree No. 151 above mentioned.

2- (Added by virtue of Article 7 of
Legislative Decree No.67 dated 28.08.1952, and
amended under Article No. 2 of Law No. 351 dated
11.03.1957.

As of the beginning of the year 1963 all
agencies registered under the name of non Syrian persons shall be
transferred to natural persons or legal entities who
fulfill the conditions stipulated in the mentioned

Legislative Decree.

Provisional Regulations of Law No. 6 dated 1.1.1959
stipulate the following:

Article 7 –

Companies and stores established n Egypt and have
branches in Syria shall be registered at the Commercial Register
of the governorate in which the company's headquarter in Syria is
located, and the previous record shall be transferred, in
accordance with the Provisions of the Legislative Decree No. 151
dated 03.0301952, to the Commercial Registrar indicated upon a
notification presented by the previously registered
representative within one month as of the date when this Law
becomes effective.

Article 8 –

1- Minister of Economy shall set, by means of a
resolution he issues, the period required for the
execution of Article No. 5 of this Law concerning the
establishments practicing the business of agencies, and which are
currently registered in accordance with the Provisions of Article
21 of the L. D. No. 151 dated 03.03.1952, provided that the
permit period to continue its activity shall not exceed five
years as of the date on which this Law becomes valid.

2- As for the companies and commercial stores
established outside Syria and Egypt, and which have branches in
Syria, they shall adjust their conditions in
accordance with this Law within two months as of the date on
which this Law becomes valid.

1- From administrative point of view:

To direct the decisions taken in affiliated companies to
agree with their targets and interests, through the majority of
votes they have in the general assembly of the shareholders of
the affiliated companies.

2- As for the capitals invested in the affiliated
companies:

It is generally known that the general assembly of the
shareholders shall be attended by the normal shareholders only
(where the capital includes normal shares and privileged stocks
and bonds), by possessing more than 50% of the normal shares it
can steer the whole capital to meet its interests.

3- As for profits: it is known that the normal shares
are those which deserves all surplus profits after paying all
bond interests and the profits of the privileged stocks ( not
sharing the profits ). Thus they have the advantage of the
abnormal profits that the company achieved, while bonds and
privileged stocks have the advantage of simple average of the
profits to be agreed on in advance.

And in accordance with the economical agreement dated
07.06.1959 concluded between the Government of the Syrian Arab
Republic and the Republic of Lebanon, through which the competent
authority in the Syrian territory had utilized its right under
the Provisions of Law No. 6 for the year 1959 which is an
amendment to Legislative Decree No. 151 for the year
1952, and it gave the Lebanese agents a period of five years
maximum to continue their activities in Syria.

And under the Legislative Decree No. 33 dated
01.03.1964, the maximum period, which was till 09.02.1964 given
to the companies practicing the business of foreign agencies, was
extended to adjust their conditions in accordance with Law No. 6
for the year 1959 for additional two years that end on
09.02.1966.

THE CONDITIONS
FOR PRACTICING BUSINESS IN SYRIA FOR THE
FOREIGNERS

Resolution No. 124-

Minister of Labor and Social Affairs:

Upon examining Article 36 of the Labor Law No. 91 for
the year 1959 nd amendments, and reviewing the Legislative Decree
No.29 for the year 1970 and resolution No. 535 for the year 1960
and amendments,

Resolves the following :

Article 1 –

a- Every foreigner that wishes to practice any business
of any kind in the Syrian Arab Republic, must get a license to
practice this right.

b- " Labor " as a word shall mean, in the
implementation of this resolution, shall mean any
business industrial, agricultural, commercial or financial or
others, and any profession including housekeeping. While the word
" foreigner " shall mean any person who does not have the
nationality of the Syrian Arab Republic nor the nationality of
any other Arab Country.

Article 2 –

The Arab persons are given work permits after verifying
their residence permit and they shall benefit from all the
provisions of the two laws of Labors and Insurance, and shall be
subject to these provisions without observing reciprocity
principle.

Article 3 –

Work Permit is issued by the Directorate of Labor And
Social Affairs in the governorates, based on a request submitted
by the applicant attached to residence permit issued
by the competent department. In this request he shall state his
name, surname, date of birth, his nationality, his domicile in
his mother country, his personal status and his specialization
and the qualifications he gets, kind of his previous business and
the business he shall start in Syria or the name of his employer
with whom he is contracted with copy of the concluded contract,
name of the person for which he works without contract, or with
whom he will work, with a declaration by the employer and number
and date of residence permit.

Article 4 –

The following shall be observed when granting work
permit:

a- Work permits are granted to the
foreigners who arrive in the country in order to
represent their commercial or industrial interests and supervise
them or to manage and follow up the commercial, industrial or
agricultural business or others at the various economical
establishments, after consultation with the ministries concerned
according to the nature of business of that foreigner.

b- Work permits are granted to the foreign laborers of
daily, monthly and yearly contracts after studying their
conditions by the competent directorate in the governorate,
taking into account the reciprocity principle, stipulated in
Article No. 35 of Law No. 91 for the year 1959 and amendments,
provided that they do not compete with the national laborers in
the Syrian Arab Republic.

Article 5 –

Foreign experts and specialized technicians
are allowed to get work permit without observing the principle of
reciprocity in the following cases:

1- when there are no alternative or
equivalent specialists in same profession in the
country or the Arab countries.

2- The expatriates returning to the Syrian
Arab Republic to work in.

3- The foreign persons born in the Syrian Arab Republic,
who have been residing in Syria, on the date of application
submission, for three continuous years or five years
discontinuous years within the previous ten years before the date
of request submission.

4- The foreign laborers who fulfill the
conditions stipulated for in the Law of Nationality,
who submit a request to get the Syrian nationality, unless their
request is rejected.

5- Foreign women that are married from the
citizens of the Syrian Arab Republic, if they
submitted a request seeking the nationality, and marital life
continued after request submission till a resolution is rendered
by the competent minister accordingly.

Article 6 –

Work permits can be given without
collecting the fees stipulated in Article No. 17 of
this Resolution for the following categories:

1- the foreign persons employed by the
embassies and consulates.

2- The Arab citizens other than the Syrians
who fulfill the following conditions:

a. Who resided in the Syrian Arab Republic
legally for five years.

b. Who was born in Syria and resides for one year or
more on the date of application ( request )
submission.

c. He who gets a relatives of the second
degree or marital relation with Syrian
citizens.

Article 7 –

The following foreigners are exempted from
getting the work permits, provided that the owner of the business
shall notify the directorate of Labor and Social
Affairs within forty eight hours as of the date the foreigner
starts his activities:

a- the technical foreigners and professional specialized
person delegated by their establishment in foreign countries for
the purpose of installation of the equipment of factories
imported from abroad, or for the supervision on the preparation
and production of medicines and medical, pharmaceutical and
chemical compounds or for another similar purposes.

b- The technical experts and specialized persons with
whom the ministries, governmental bodies or the general
establishment conclude contracts with.

c- The nuns and monks holding the
nationalities of one of the Arab States, and the
workers in religious missions licensed duly.

Article 8 –

The work permit shall be given for a period not
exceeding the period of the foreigner residence permit, provided
that it shall not exceed one year maximum, and the work permit
may be renewed or replaced as the case may be.

Article 9 –

The work permit shall include all data related to the
applicant, where he shall state his name , surname,
date of birth, sex, domicile in his homeland, profession, date of
entry into the Syrian Arab Republic, number and date of his
residence permit.

Article 10 –

The licensee shall present the license whenever
requested by the inspectors and work controllers.

Article 11 –

a- without prejudice to the provisions of
Article 7 of this resolution, every employer shall
not be allowed to employ any foreigner if he odes not have work
permit.

b- The foreigner is not allowed to be
employed in a profession other than his, or in a
governorate other than the specified in the work permit, and when
the foreigner moves from a governorate to another shall check in
with the competent directorate in that governorate to sign the
license in order to get benefit from till it is expired. In case
of change of profession the concerned person shall present a new
request in accordance with the Provisions of Article 3 of this
resolution.

Article 12 –

Every party or employer employs a foreigner shall
register his name within 48 hours as of the time of
his employment in the special register of foreigners he keeps,
where in this register he shall state the name of the laborer,
surname, date of birth, sex, profession, kind of work he assumes
at the time being, his salary, number and date of work permit,
number and date of his residence permit, and shall present this
register before the work inspectors and controllers upon
request.

Article 13 –

Every party or employer employing a foreigner, shall
present a declaration to the directorate in the governorate
within a week maximum from the date of employment of
that foreigner.

Article 14 –

Every party or employer wishes to conclude a contract
with a foreigner to let him work for him, shall
submit a request for approval of the directorate before employing
such person.

Article 15 –

All parties and employers shall submit to the
directorate in the governorate a semiannual
statement ( at the end of July and January ) including number of
foreigners employed during the previous six months, their
professions and their salaries.

Article 16 –

The parties that are licensed to employ foreign experts,
technicians or musicians shall undertake to assign assistant to
them of the nationals to practice the works they carry so they
can be able to replace them when the duration of the license
granted expires.

Article 17 –

The work permit fees and permit renewal fees are as
follows:

Article 18 –

The penalties stipulated in Article 219 of the Labor Law
No. 91 for the year 1959 and amendments shall be
applied on every person who breaches the

Provisions of this Resolution.

Article 19 –

The Directorate of Labor And Social Affairs shall send
to the Central

directorate of Labor, at the end of every month, a
statistical statement with the work permits given to foreigners,
and renewing them, according to the nationalities of the
foreigners, and at the end of every year a general statement
including the information stated above shall be sent to
it.

Article 20 –

Resolution No. 535 dated 29.09.1960 and amendments shall
be null and void.

Article 21 –

This Resolution shall be published and notified to the
concerned for implementation.

Damascus on 31.01.1981

Minister of Labor and Social Affairs.

Types of Commercial Companies in
Syria

Features –
Importance

1- companies of individuals, includes a.
Partnership

b. Limited partnership

c. Particular partnership

2- association of Capitals:

a. joint stock company

b. limited partnership in shares

3- Limited liability companies:

4- Foreign companies

1- Companies of Individuals:

Are the companies that are established based on the
personal consideration and mutual trust between
partners, where a partner may not assign his portion without the
consent of the other partners either the assignment is to another
partner or to the others.

Because of the personal nature of this kind of
companies, the causes of their dissolution might be death of one
of the partners or his bankruptcy, or placing one of the partners
under guardianship, since the trust he was give may not be given
to his successors or his legal representative.

The companies of individuals include the following
kinds:

1- partnership companies

2- limited partnership

3- particular partnership

1- Partnership Companies:

Every company that runs its business under a specific
address, and is established between two persons or
more and they are liable personally of the company's obligations
under the partnership

The features of the Partnership
companies:

a- not transferability of the portion of
the partners:

In general the partners are not allowed to transfer
their portion without the consent of the other
partners. But law permits the company's contract to stipulate the
transfer of portions or shares within the following
limits:

1- consent of the majority of
partners.

2- Consider the inheritors of the deceased
partner as silent partners.

3- The necessity of registering this
waiver.

4- The waiving partner, in the opinion of
the company, shall remain partner and receive
dividends and liable for losses personally under the partnership,
while the assignee partner receives these dividends
from the assignor partner without having direct right to
company.

b- Partners having the capacity of
merchant:

The partners acquire the capacity of merchant as soon as
the company is established, either they enjoyed this capacity
previously or not, where the following resulted from
that:

– the partner shall enjoy total commercial
competency.

– Company bankruptcy declaration shall lead
to all partners bankruptcy declaration.

– Although partner bankruptcy may not lead
to company bankruptcy, it might lead to company
dissolution.

c- Personal and partnership liability of
partners of the debts of the company:

The personal liability of the partner means that if the
company's money's do not suffice to pay off the debts of the
company, then the partners shall be liable for these
debts to pay them from their own money.

The partnership liability shall mean two
things:

– The partner is obliged to pay the debts of the company
toward the others.

– The creditors shall have the right to return to any of
the partners seeking total payment of debts.

The significance of partnership
companies:

The partnership companies are the most famous types of
companies of individuals, and this kind of companies
fits small and medium projects which do not require large amount
of capital.

Due to the personal partnership nature of this kind of
companies, it is most convenient to economical projects
established between the individuals of a family or friends, as it
relies on mutual trust basically.

2- The limited partnership
:

Every company that assumes business under the name which
includes names of partners only, shall be considered a limited
partnership company. It is of two kinds :

– acting partners: who have the right to manage the
company, and are liable personally and under the partnership to
fulfill the obligations of the company.

– Silent or limited partners: who present portions of
the capital, and neither of them shall be liable to the portion
he presented.

The features of the limited partnership
companies

a- the legal position of each partner
varies since there are two kinds of partners:

i. acting partners: acquire the capacity of
merchants soon as they enter the company, and they are
liable personally and under partnership of the debts
of the company.

ii. Silent or limited partners: they do not have any
right to manage the company, and they shall liable of the losses
equal to their portion in the capital, and they are not
considered as merchants.

iii. There is no legal limitation to the
number of the acting or silent partners in limited
partnership companies.

b- The personal consideration of partners: it is not
legal for any partner either acting or silent partner, to waive
of his portion to the others unless he gets the consent of all
partners.

c- The company's address: law stipulates that the silent
partner's name shall not be stated in the company's address,
where only the acting partners shall be sated, stating the name
of the silent partner in the heading ( address) there will be two
cases:

i. If that is done with his knowledge :
then he becomes acting partner, he shall then be
liable of the debts of the company under the
partnership.

ii. If that is done without his knowledge them he
remains silent partner but he shall prove his negligence of the
case and requests the delete his name, or advise the others of
his real capacity.

d- The silent partners are not allowed to interfere in
management of the company: especially the business which requires
company representation before the others, so he is not entitled
to be a general manager, nor to assume transactions either sale
or purchase under the name of the company.

– As for the internal business of the company which is
limited among the partners themselves, the silent partner may
assume same.

– The silent partner is entitled to get a job in the
such as technical manager or accountant ( without the right to
take decisions ).

– He can also conclude contract with the company in his
personal capacity ( to sell goods or purchase from the
company),

The significance of the limited
partnership:

The significance of this type of companies
is due to the wish of the money owners to get profits of
successful project without any risk on their money.

There are two kinds of partners that is
convenient to this type of companies:

– first one, partners with experience and technical and
operational competency, and he enters to the company in the
capacity of acting partner.

– And another type owns capital, and enter in the
capacity of silent partner or financer, so he does not interfere
in the management, and get profits and charged with
losses according to his contribution in the capital.

3 – Particular Partnership
companies:

they are limited within the contracting persons to do a
specific job or a definite project, and shall not be subject to
the procedures of registration applied on the other commercial
companies.

The features of the particular partnership companies
:

a- The personal consideration of partners: they are the
companies that are established based on mutual trust between
partners, as the partnership and limited partnership companies.
It is not legal for any partner to waive of his portion to the
others unless he gets the consent of all partners.

b- The veiled capacity of the company: it
is a company that prepared to be acknowledged by the
others.

si not

c- Not considered as a legal entity: the
particular partnership company is not considered as
a legal entity because of it is being veiled as it is not
registered, and as registration is one of the important features
of the legal entity.

Consequently the following are originated:

– the particular partnership company does not have
nationality other then the partners nationality.

– Does not have an independent domicile

– No judicial case can be brought by it or against
it

– The bankruptcy of this kind of companies cannot
be declared, but rather the bankruptcy of the
partner.

– Does not have independent financial
liability.

The significance of particular partnership
companies:

They are popular companies as they are characterized
with their being simple and free of formalities ( as
the case s with other individual companies ).

Also they fit for all occasions and conditions and
specially for the persons who do not wish to start commercial
business publicly. This kind of companies is clearly common in
the contracting agreements, where many contractors agree to
participate in the accomplishments of a definite project through
contracting with one of them.

b- Associations of Capital:

This kind of companies is characterized with the
capitals being most important than the individuals
providing the money, so the first consideration is to money and
not to individuals as the case is with the individuals
company.

– Therefore the shares of the partners may be
transferred to the others without the consent of the other
partners.

– They also are not dissolved if one of the partner
becomes bankrupt or died or he is placed under guardianship, and
the are of two kinds:

i. Joint stock company ii. Joint liability
company

1- Joint Stock Company:

They are companies without heading and is
established between individuals who underwritten for shares that
can be circulated, they are liable for the debts of the company
in proportion to the amount of money they underwrote. The
companies shall have definite name indicating its
purpose.

The characteristics of a joint stock company

a- It does not have a heading derived from
the name of the

partners, since the entity of the partner
is not taken into account in the establishment of the company,
where the name shall be derived from the activity of the company
followed by the phrase ( joint stock company ).

b- Its capital is divided into equal shares
confirmed by instruments that can be circulated by
commercial routes.

c- The liability of the partner shall be
defined for the debts of the company and its
obligations by the number of shares.

d- The partners in such kind if companies
shall not be considered merchants ( if they are not originally
merchants.)

e- Company bankruptcy shall not lead to the
bankruptcy of the partners.

f- Bankruptcy or death of a partner shall
not lead to the company dissolution. Definitely.

g- The joint stock companies are considered
commercial companies and shall be subject to the Law
of Trade, even though the project assumed by the company is
agricultural or else.

h- The joint stock companies established in
Syria shall have its headquarter in the Syrian lands and shall be
Syrian company.

The significance of the joint stock
companies:

This kind of companies is considered one of the most
significant of the association of capital, and the most famous.
These companies can collect the savings or reserves of the
individuals through the general underwriting on the shares of the
joint stock companies, this shall give it the characteristic of
big capitals collecting that may not be available to the
establisher. This kind is also meets the needs of the investors
in distributing their money on various investments without being
obliged to assume the management of the company as the case is
with the companies of individuals, where their liability shall be
limited to taking over the profits and losses as much as the
number of shares they underwrote.

Since this kind of companies requires extended
establishment procedures than the other companies, and requires
administrative and financial system, therefore it fits the big
volume investment projects, and the capital of this kind of
companies gives it a feature of getting loans and financial
facilities better than other companies.

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