Syria

No foreign legal entity may conduct business - for profit or non-profit - in Syria, as well as establish a branch or office, unless it is registered. Under these terms, foreign companies can apply for registration of their own branch, temporary office, representative office or a regional office in the territory.

The application for registration must be submitted to the Ministry of’Economy and Trade, indicating the following information:

• The name and registered office.
• The nationality and place of establishment.
• The legal form.
• The type of registration to be acquired.
• The definition of the objectives you intend to achieve in Syria.
• The registered capital if it is a commercial company or entity, excluding nonprofit organizations and corporations.
• The location of the branch or office or temporary office chosen.
• The generalities of partners of partnerships or members of the board of directors of corporations.
• The generalities; of the Director General, his nationality; and elected domicile in Syria.
• The generalitiesà of the person in charge of following the registration procedures at the Ministry Directorate.
• The electronic address of the foreign legal person.
• The generalities of the auditor of the foreign legal person.
• The generalities of the inspector of accounts in Syria.

The application for registration must necessarily be signed before the official responsible for registration or before a notary.

The application for registration must also be accompanied by alucni documents issued by the authorities of the country where è the foreign legal entity is registered, among which are: The articles of incorporation and bylaws; The decision to carry out the registration by the competent body; The act of appointment of the Director General; The document proving that the paid-up capital is not less than fifty million Syrian Pounds or its equivalent in other currencies, with the exclusion of this requirement for non-profit organizations; The financial statements for the last financial year certified by a statutory auditor.

These documents must also be notarized by the Syrian Embassy and the Ministry of Foreign Affairs in Syria, as well as translated into Arabic by a translator by asseveration.

According to section number three of the Commercial Code (Law No. 34 of 2008), the definition of Commercial Agency resides in a contract entered into between a principal company and a natural/legal person duly registered in Syria, by which, the former authorizes the latter to act as its agent: to distribute - for a fee - its products, or to sell products imported by the principal, either on behalf of the latter or on its own behalf. The agency contract is deemed to be concluded for the mutual benefit of the contracting parties. The application for registration of the agency contract must be submitted to the registry office within sixty days from the date of the contract using the form approved by the Ministry, under penalty of a fine and nullity of the contract, according to section four of the Code.

It is not allowed to engage in the business of agency or brokerage if the agent is not previously registered in the register of agents and brokers of the Ministry of Economy and Trade. The agent or broker must be a Syrian Arab natural person, resident in the territory of the Arab Republic of Syria, or a company established and represented by a natural person in Syria.

The law does not define the different types of commercial agency contracts that can be externalized in Syria, but provides for certain types of related commercial agreements, such as the commercial brokerage agreement and mediation, also outlining a draft of the distribution contract through the same agency contract.

Agents who cease to engage in agency activities, or whose agency contract terminates, are required to notify the Registrar within a period not exceeding thirty days from the date of termination of agency activities or from the date of expiration of the agency contract, requesting the deletion of the registration from the agency registers, subject to payment of the deletion fee.