Deadlines under the Companies Law

Summaries of the 2011 statutory text. Later amendments, executive instructions and administrative practice may differ; tax, labour and social-insurance deadlines are not included here. Not legal advice.

LLC – formation

• LD 29/2011 Art. 3 – شهر الشركةVerified against the legal text

  Para. 1: Legal personality vis-à-vis third parties only upon publicity (registration). Para. 2: Publicity by registering the contract, the articles of association and the particulars under Art. 8 in the companies register of the province of the head office within 30 days after formation. Para. 3: Every amendment of the contract/articles of association/Art. 8 particulars must be registered in the commercial register (سجل التجارة) by the company, the managers or the members of the board of directors within 30 days from the amendment; effective vis-à-vis third parties only from publicity. Para. 4: Free-zone companies are registered with the companies register of the respective free zone. Para. 5: Silent partnership excepted. Para. 6: Only the registrar transmits copies of the contract, the registration certificate and amendments to the bodies concerned.

  E-003 · checked on 11 October 2026

• LD 29/2011 Art. 56 – رأسمال الشركةVerified against the legal text

  Para. 1: Capital in Syrian pounds, unless the Ministry permits another currency. Para. 2: Payment in full within 30 days from the ministerial decision on the approval of the articles of association, unless the articles of association or the formation application provide for another period; then at least 40 % of the value of the cash contributions upon issue of the approval decision and the remainder within one year, otherwise revocation of the approval. Para. 3: Cash contributions to be proved by bank receipts. Para. 4: Bank accounts available only after presentation of a certified copy of the registration certificate. Para. 5: Capital divided into shares of equal value that are indivisible; where a share has several holders, the holder of the largest part represents; in case of a tie the manager determines the representative. Para. 6: Contributions in kind permitted, including concession rights, invention rights, know-how and other intangible rights; not services or labour. Para. 7: No public subscription, no stock exchange listing, no tradable bonds. Para. 8: Insurance, banking and savings business prohibited. No minimum capital amount stated. (pp. 21–22.)

  E-056 · checked on 11 October 2026

• LD 29/2011 Art. 62 – تصديق النظام الاساسي للشركةVerified against the legal text

  Para. 1: The Minister or his delegate decides on approval of the articles of association/amendments within seven days from registration of the application in the Ministry; refusal possible if the founders do not remedy violations within the period set. Para. 2: Objection within 30 days from service; if rejected, action by any founder/partner before the administrative court, which decides within 30 days from the close of the exchange of pleadings, without possibility of challenge. Para. 3: Founders or the authorised person deposit with the registrar within 60 days from the approval decision: approved articles of association, appointment of the managers and auditors, bank receipts for the payment of capital, where applicable valuation of the contribution in kind and proof of delivery/transfer, declaration of the managers on the requirements for office, proof of publication of the approval decision in the Official Gazette; the registrar must register and issue the certificate and may not impose any further conditions. Para. 4: The Minister may revoke the approval if founders and managers do not effect publicity within 60 days from the relevant decision. (pp. 24–25.)

  E-062 · checked on 11 October 2026

LLC – ongoing operation

• LD 29/2011 Art. 68 – واجبات المديرVerified against the legal text

  Para. 1: Bound by instructions and resolutions of the general assembly. Para. 2: In the first five months of each financial year he prepares a) a report on the past year and the future work plan, b) annual balance sheet, final account, profit and loss account and cash flow statement, confirmed by the auditor. Para. 3: Consent of the general assembly for acts outside the powers under the articles of association. Para. 4: Duty of confidentiality regarding confidential information, in case of breach removal and damages; excepted is information already published or to be published by law.

  E-068 · checked on 11 October 2026

• LD 29/2011 Art. 71 – الدعوة الى اجتماعات الهيئة العامةVerified against the legal text

  Para. 1: Convening by the manager or the chairman of the managers' council with an invitation to the chosen domicile 14 days before the date; it states the date of the first and of the second meeting (in the absence of a quorum), interval at most 14 days; agenda and documents to all partners. Para. 2: Meetings in Syria, at the head office, unless otherwise agreed or provided in the articles of association. Para. 3: In the first six months of the financial year, ordinary meeting with agenda: a) report and work plan, b) balance sheet, P&L, cash flow, auditor's report, c) election of the auditor for one year and fee, d) election of the managers at end of office and remuneration, e) discharge, f) other business. Para. 4: If the manager fails to convene, any partner or the auditor may request it from the Ministry. Para. 5: The invitation contains the agenda. Para. 6: Partners with at least 10 % of the shares may demand convening; if the manager does not convene within 14 days from receipt, the Ministry must issue the invitation; date at the latest 30 days after the demand; the costs are borne by the company. Para. 7: A partner's agenda request must be taken into account if it is received at least seven days before the date; amended agenda to be communicated at least 24 hours before the meeting. Para. 8: Attendance of the partner cures defects in convening. (pp. 28–29; article ends on p. 29.)

  E-071 · checked on 11 October 2026

• LD 29/2011 Art. 72 – الهيئة العامة للشركةVerified against the legal text

  (1) The partners' meeting consists of the holders of shares. (2) Every partner may attend and take part in the deliberations, one vote per share; representation by another partner by simple letter, by third parties by letter or notarial power of attorney only if the articles of association permit it; the chair of the meeting confirms the powers of attorney. (3) Resolutions of a quorate meeting bind the company and all partners. (4) Only agenda items, unless all partners are present and consent. (5) Legal persons are represented by a person commissioned in writing, minors by the legal representative. (6) A representative of the Ministry must be present if the agenda contains an amendment of the articles of association. (7) Attendance list with names and number of votes, signed, kept at the company. (8) Chair: general director, chairman of the directors' council or oldest director; he appoints a minute-taker. (9) Minutes in a special register, signed by the chairman, the minute-taker and, where applicable, the Ministry's representative; right of every partner to inspect and obtain copies; minutes to the Ministry within 7 days, otherwise no ratification/execution by the Ministry. (10) Minutes are deemed correct until a final judgment to the contrary. (11) False statements or omission of material facts in the minutes: criminal liability for forgery.

  E-072 · checked on 11 October 2026

• LD 29/2011 Art. 75 – تصديق قرارات الهيئة العامةVerified against the legal text

  (1) Resolutions on amendment of the articles of association, dissolution, merger as well as the names and powers of the directors require ratification by the Ministry and registration/publication at the register office; they take effect vis-à-vis the company, the partners and third parties only after the publication. (2) The application for ratification of the new articles of association may be made by the director or any partner. (3) Every amendment of the articles of association must be published/registered within 60 days from ratification by the Ministry; otherwise the resolution is deemed revoked by operation of law after expiry of the period.

  E-075 · checked on 11 October 2026

• LD 29/2011 Art. 76 – الطعن بقرارات الهيئة العامةVerified against the legal text

  (1) Any partner may bring an action for nullity of a meeting resolution that violates this Legislative Decree or the articles of association; the action is no longer heard after the expiry of 90 days from the adoption of the resolution. (2) The execution of the resolutions may be suspended only after a final nullity judgment.

  E-076 · checked on 11 October 2026

• LD 29/2011 Art. 82 – الاحتياطي الاجباريVerified against the legal text

  (1) Each year 10 % of the net profit must be allocated to the compulsory reserve; the allocation may end when the reserve reaches one quarter of the capital; with the consent of the meeting it may be continued until the reserve reaches the amount of the capital. (2) The compulsory reserve serves to secure the minimum return determined in the articles of association in years in which the profit is not sufficient for this, or to cover extraordinary expenses following a resolution of the meeting.

  E-082 · checked on 11 October 2026

Joint-stock company

• LD 29/2011 Art. 99 – تصديق النظام الاساسي للشركة والموافقة على طرح اسهمهاVerified against the legal text

  (1) The Ministry decides on the ratification of the articles of association or their amendments within 30 days from receipt; it may refuse if the articles of association violate applicable law and the defect is not remedied within the period set; objection to the Minister within 30 days from service; in the event of rejection, action before the administrative court, which decides finally within 30 days after the close of the exchange of pleadings. (2) After publication of the ministerial decision the founders must obtain the consent of the securities commission to the public offering of the shares (pp. 40–41). (3) After coverage of the offered capital, declaration of the final formation by the constituent meeting, election of the first board of directors and designation of the persons authorised to represent, the board of directors or one of its members deposits with the commercial register office: ratified articles of association, consent of the securities commission, documents on the naming of the members of the board of directors, of the chairman, of his deputy, of the persons authorised to represent and of the auditor, proofs of payment of capital and of delivery/transfer of the contributions in kind, a declaration of the chairman and of the members that there is no impediment to the office, and the proof of publication in the Official Gazette – within 30 days from the formation resolution of the constituent meeting; the registrar registers the company and publishes the data of the registration certificate exclusively in the Official Gazette. (4) Any member of the board of directors may apply for the ratification of an amendment of the articles of association resolved by the extraordinary general meeting.

  E-099 · checked on 11 October 2026

• LD 29/2011 Art. 176 – دعوة الوزارة وهيئة الأوراق ومدققي الحسابات لحضور اجتماعات الهيئة العامةVerified against the legal text

  The board of directors must send the invitation together with the agenda at least 15 days before the meeting to the Ministry, to the Securities Authority (in the case of a public joint-stock company), to the supervisory bodies named in special laws and to the auditors of the company.

  E-176 · checked on 11 October 2026

• LD 29/2011 Art. 196 – نشر الميزانيةVerified against the legal text

  (1) The board of directors of the public joint-stock company must publish the annual financial statements in accordance with the law of the Securities Authority in two daily newspapers at least 15 days before the general assembly, otherwise the assembly is null and void. To be published are: balance sheet, profit and loss account, cash flow statement, statement of changes in equity, audit report and a summary of the notes. (2) In addition, the financial statements together with the notes are to be published on the company's website.

  E-196 · checked on 11 October 2026

• LD 29/2011 Art. 197 – الاحتياطي الاجباريVerified against the legal text

  (1) The company must allocate 10 % of net profit annually to the statutory reserve; it may cease doing so when the reserve reaches one quarter of the capital. With the consent of the general assembly, allocations may continue until the reserve reaches the entire capital. (2) The board of directors uses the statutory reserve to secure the minimum profit specified in the articles of association in years in which the profit does not permit this, or for extraordinary and unforeseen circumstances.

  E-197 · checked on 11 October 2026

• LD 29/2011 Art. 202 – الحق بتقاضي الارباحVerified against the legal text

  (1) The shareholder's claim to the annual profit arises with the distribution resolution of the general assembly. (2) The board of directors must take the necessary steps for payment within 30 days of the general assembly; this is to be announced twice in two daily newspapers.

  E-202 · checked on 11 October 2026

Liquidation

• LD 29/2011 Art. 21 – شهر تصفية الشركةVerified against the legal text

  Para. 1: Liquidators must have the liquidation resolution and their appointment registered with the companies register within three days at most. Para. 2: The registrar publishes, at the company's expense, in the Official Gazette and in two daily newspapers, twice, within seven days at most from registration. Para. 3: In the case of a public joint-stock company, notification to the securities commission within three days. Para. 4: All documents must bear the note 'in liquidation'.

  E-021 · checked on 11 October 2026

• LD 29/2011 Art. 24 – واجبات المصفيVerified against the legal text

  Para. 1: Taking over of books, documents and assets; keeping of liquidation books, right of inspection of every partner. Para. 2: If the liquidation lasts more than one year, annual balance sheet with publication in at least two daily newspapers. Para. 3: Within 90 days from registration of the appointment, call to creditors in two newspapers, at least twice; creditors notify claim and address within 90 days from the first announcement. Para. 4: Late creditors rank after those who notified in time. Para. 5: Collection of claims, repayment according to the statutory order of priority, winding up of current business, no new business. Para. 6: Experts. Para. 7: Representation in litigation, protective measures, power of attorney for lawyers. Para. 8: Settlement with creditors, waiver of securities and sale as a whole only with the consent of the capital majority or of the general assembly. Para. 9: Several liquidators decide unanimously, unless otherwise provided. Para. 10: Further call on the general partners of a general partnership/limited partnership if the assets are not sufficient. (pp. 9–10.)

  E-024 · checked on 11 October 2026