Syrian Business Law Glossary

Sharikat Dhat Mas'uliyya Mahduda

A company where partners' liability is limited to their capital contributions. Under Decree 29/2011, an LLC can have 1-10 partners. Minimum capital is SYP 50,000,000 (approximately USD 5,000), with 40% deposited at registration. Foreign entities cannot form single-shareholder LLCs and must have 2-10 partners.

An LLC owned by one individual or entity, introduced in Decree 29/2011. Minimum capital is SYP 10,000,000. Available only to Syrian nationals and entities. Foreign investors cannot utilize this structure.

Sharikat Musahama Mughfala 'Amma

A capital company whose shares can be offered for public subscription, requiring minimum 25% public participation. The majority of shareholders and Board of Directors members must be Syrian citizens. Required for banking and insurance activities.

Sharikat Musahama Mughfala Khassa

A closed joint stock company that cannot offer shares publicly. Share transfers to third parties require existing shareholders' approval. Reintroduced in Decree 29/2011 after being absent from Law 3/2008.

Sharikat Qabida

A JSC (public or private) whose sole purpose is owning shares in other companies, participating in their establishment, and managing companies where it holds shares.

Sharikat Tadamuniyya

A company where all partners bear joint and unlimited liability for company debts. No minimum capital requirement. The business name must include at least one general partner's name.

Sharikat Tawsiya

A partnership with general partners (unlimited liability) and limited partners (liability limited to contributions). Limited partners may not participate in management.

Sharikat Muhassa

A commercial arrangement without independent legal personality. Purely a contractual relationship between parties without public registration requirements.

Far' Sharikat Ajnabiyya

A legal presence of a foreign parent company in Syria, operating under the parent's name without independent legal personality. Requires registration with the Commercial Registry and Ministry of Economy.

Maktab Tamthili

An office established by foreign companies for marketing, public relations, or liaison purposes. Cannot engage in profit-generating commercial activities and is limited to promotional functions.

Aqd al-Ta'sis

The founding document establishing a company, containing formation details, founders, capital structure, and organizational terms. Must be notarized and registered with the Commercial Registry.

al-Nizam al-Asasi

Internal governance document regulating operations, management structure, shareholder rights, and decision-making procedures. Filed with the Companies Directorate at the Ministry of Internal Trade and Consumer Protection.

al-Sijill al-Tijari

The official register maintained by the Ministry of Internal Trade and Consumer Protection recording all traders, companies, and business establishments. Registration is mandatory for companies to assert legal personality against third parties.

Shahadat al-Sijill al-Tijari

Official certificate issued upon registration, authorizing legal business operations. Required for tax registration, bank account opening, and all official transactions.

al-Sijill al-Sina'i

Official registry for industrial establishments and manufacturing facilities. Registration is often required to access investment incentives.

Ra's al-Mal

Total authorized capital as stated in founding documents. Current minimum: SYP 50,000,000 for multi-member LLCs, SYP 10,000,000 for single-member LLCs. 40% must be deposited at registration; foreign shareholders must pay in hard currency.

Hissa

A partner's ownership interest in an LLC. Transfer requires compliance with company bylaws and may need other partners' approval.

Sahm

A unit of ownership in a joint stock company representing a portion of capital. Shares have equal nominal value and are transferable (subject to restrictions in private JSCs).

Musahim

An owner of shares in a JSC with liability limited to nominal share value. Rights include voting, receiving dividends, and attending general assembly meetings.

Sharik

An owner of a stake in an LLC or partnership. Syrian law uses "partner" (شريك) for LLC owners, reflecting LLCs' partnership-like nature.

al-Ihtiyati al-Qanuni

Mandatory reserve requiring allocation of at least 10% of net profits annually until the reserve equals 50% of share capital.

Ra's al-Mal al-Ajnabi

Capital brought into Syria from abroad by Syrians, Arabs, or foreigners. Receives special protections including repatriation rights in convertible currency and protection from seizure except by judicial ruling.

al-Jam'iyya al-'Umumiyya

The supreme authority of a JSC, composed of all shareholders. Exclusive powers include electing the board, approving financial statements, amending articles, and approving profit distribution.

Special shareholders' meeting for matters requiring qualified majority votes: amendments to articles, capital changes, mergers, or dissolution.

Majlis al-Idara

Governing body of a JSC elected by the General Assembly. Must consist of 3-11 members. For public JSCs, the majority must be Syrian citizens.

al-Mudir al-'Am

Executive officer responsible for day-to-day operations. For foreign company branches, the manager must reside in Syria and represent the branch legally.

Mudaqqiq al-Hisabat

Licensed professional auditing company financial statements. JSCs must have accounts audited by certified auditors; foreign branches must submit certified statements annually.

Qanun al-Istithmar

Primary legislation governing investment activities. Law No. 18 of 2021 replaced Decree No. 8 of 2007 and was amended by Decree No. 114 of 2025.

Hay'at al-Istithmar al-Suriyya

Government agency implementing investment law, issuing licenses, and providing one-stop investor services. Under Decree 114/2025, restructured with direct link to the Presidency and expanded independence.

Ijazat al-Istithmar

Official authorization from SIA to commence an investment project, specifying all rights, obligations, and benefits under Syrian law.

Highest investment policy authority, chaired by the President. Replaced the Supreme Investment Council; approves joint ventures and determines minimum capital requirements.

al-Mustathmir

Any natural or legal person investing in Syria pursuant to investment legislation. Includes establishing, expanding, developing, financing, or managing investment projects.

al-Mashru' al-Istithmari

Any economic project established individually or through public-sector partnership, falling within covered sectors and granted an investment license.

Manatiq al-Istithmar wal-Tanmiya

Designated geographic areas offering additional exemptions and incentives including enhanced tax benefits and greater financial transfer flexibility.

Marakiz Khadamat al-Mustathmireen

One-stop-shop facilities in Damascus and development zones providing unified licensing services and streamlined administrative procedures.

Haqq Tahweel Ra's al-Mal

Legal right of investors to transfer foreign capital out upon project liquidation and to repatriate profits in foreign currency, subject to Central Bank procedures.

Daribat al-Dakhl

Tax on profits from commercial, industrial, and professional activities. Under 2025 draft reforms: 10% for priority sectors (industry, healthcare, education, technology); 15% for other sectors.

Daribat al-Arbah

Tax on business net profits. JSCs with 50%+ public shares pay 20%; industrial companies pay 25% (pre-2026 rates).

I'fa' Daribi

Relief from tax obligations for qualified investment projects. May cover customs duties, import taxes, and income taxes for specified periods.

Government authority administering tax laws under the Ministry of Finance, responsible for collection and compliance enforcement.

Daribat al-Dakhl al-Maqtu'

Simplified tax assessment for small taxpayers unable to maintain formal accounting. Others pay actual profit tax (ضريبة الأرباح الحقيقية) based on documented income.

al-Rusum al-Jumrukiyya

Import taxes administered by the General Directorate of Customs. Licensed investment projects may receive exemptions on machinery, equipment, and production inputs.

al-Ta'rifa al-Jumrukiyya

Official schedule of customs duty rates by product category. Syria issued a unified tariff in January 2025 with plans to reduce rates up to 60% on certain goods.

al-Mantaqa al-Hurra

Area exempt from customs duties and most domestic taxes where goods may be imported, stored, manufactured, and re-exported with minimal restrictions. Operating zones include Damascus, Aleppo, and Homs (Hisya).

Masraf Suriya al-Markazi

State-owned central bank established 1953, responsible for issuing currency, managing monetary policy, supervising banks, and acting as government fiscal agent. Headquartered in Damascus with 11 provincial branches.

Majlis al-Naqd wal-Tasleef

High-level policy body overseeing the Central Bank, setting monetary and credit policies with discretionary banking system powers.

Hisab Masrafi

Financial account at a licensed Syrian bank, required for Investment Law operations. Foreign investors may open accounts for capital and profit transfers in foreign currency.

Maktab al-Qat'

Central Bank department managing foreign currency operations, exchange rates, and state foreign reserves. Sets daily intervention prices for the Syrian pound.

Masraf Tijari Khass

A JSC operating as a bank under Central Bank supervision per Law No. 28/2001. First private bank commenced operations in 2004.

al-'Alama al-Tijariyya

Any mark, sign, logo, or trade name distinguishing products or services. Trademarks on goods manufactured in Syria must include Arabic letters; foreign-letter marks permitted only for export products.

Office within the Ministry of Internal Trade handling trademark applications, registrations, renewals, and IP enforcement. The Syrian Trademark Office.

Bara'at al-Ikhtira'

Exclusive right for inventions that are new, involve an inventive step, and have industrial application. Protection lasts 20 years from filing and is non-renewable.

Bara'at Namuthaj al-Manfa'a

Protection for new, industrially applicable inventions lacking sufficient inventive activity for full patents. Protection lasts 10 years and is non-renewable.

al-Namuthaj al-Sina'i

Registered design protecting ornamental or aesthetic product aspects. Transferable by inheritance, sale, or license.

al-'Alama al-Tijariyya al-Mashhura

A trademark with significant reputation enabling its holder to prevent similar marks even if unregistered in Syria. Holders may petition courts to cancel confusingly similar marks.

al-'Alama al-Tijariyya al-Jama'iyya

Mark distinguishing products/services of persons belonging to a specific legal entity, registered by their representative.

al-Wikala al-Tijariyya

Contractual arrangement appointing an agent to distribute goods, offer products, or provide services for profit/commission. Must be registered in the Commercial Agencies Register.

Tajir

Any natural or legal person professionally engaging in commercial activities for profit. Must register in the Commercial Register.

al-Dafatir al-Tijariyya

Mandatory accounting records including journal (دفتر اليومية) and general ledger (دفتر الأستاذ). Small traders with minimal expenses may be exempt.

al-Tawkil / al-Wikala

Legal authorization allowing one person to act for another. For company registration, foreign founders typically issue power of attorney to a Syrian lawyer. Must be notarized and, if issued abroad, authenticated by Syrian embassy and Ministry of Foreign Affairs.

Rukhsat Muzawala

Authorization required for specific professional or commercial activities, confirming regulatory compliance.

Mudiriyyat al-Sharikat

Primary company registration authority within the Ministry of Internal Trade and Consumer Protection (وزارة التجارة الداخلية وحماية المستهلك).