Law No.(10) encouraging investment 1991
Investment Law No. (10), 25.4.1991
ORDER NO. 7 0.M.: Implementory Instructions for Law No.10/1991
Law No. 7 Promulgates Investment Law No. (10)
Chapter I: Fields of investment
Chapter II: The Higher Council of Investment
Chapter v Special rules on investment of external funds
Introduction Out of the desire to direct the surplus of funds towards development and production, and within the framework of making use of all potentials available to the private and joint sectors and encouraging them to build up the economic and development foundation of the country, and in harmony with the attitudes adopted by many countries in the world to create a convenient investment atmosphere that helps attract local and foreign capitals and invest them in channels of production that are bound to yield good and prosperity to the country, the unified law of investment was issued. It aims at encouraging Syrian Arab citizens, both residents and expatriates, and Arab and foreign nationals to invest their funds in development projects in the country, thus contributing to push ahead the economic development march of the country
Following is the full text of Law No. (10) of 4 May 1991, issued in this regard
Law No. (10)
President of the Republic, Recalling the rules of the Constitution and Approval by the People's Assembly in its session held on 25.4.1991, issues:
Article One This law bears effects on the money invested by Syrian Arab citizens, both residents and expatriates, and citizens of Arab and foreign countries, in investment projects within the framework of the state general socio-economic development plans and the general policy of the state.
Article Two The following terms used in the application of the rules of this law shall mean the following:
a- Council = Higher Council of Investment
b- Council Chairman = Chairman of the Higher Council Investment.
e- Bureau = Bureau of Investment
d- Project = Project undertaken by a natural person or a leg person with a local or foreign capital, or both, and governed by the rule of this law
e- investor Natural or legal person who obtains a license to set a project in accordance with the rules of this law
f- Authority in charge = Public authority concerned
g- Foreign fund = Fund primarily supplied from abroad by Syria, Arab or foreign citizens.
Article Three
Rules of this law shall be applied to economic and social development projects approved by the council in the following fields:
a- agricultural projects, both vegetation and livestock, including various agricultural products manufacturing projects
b- industrial projects allowed to both private and joint sectors
e- transport projects
d- projects approved by the council to be governed by the rules of this law
Article Four
When approving projects, the following points shall be taken into consideration:
a- to be in line with the aims of the state development plans
b- to use as much as possible the local resources available for the national economy
e- to contribute to increasing the gross national product and employment opportunities
d- to lead to increasing exports and rationalising imports
e- to use up-to-date machines and technologies which are suitable for the national economy needs
f- that the stable assets which would be invested in the project, including machines, tools, equipment, apparatus, means of transport (non-tourist) and all other production means definitively imported to be used exclusively in the project, shall not be less than ten million Syrian Pounds. This amount can be modified by a decision passed by the Council of Ministers.
Article Five
(a) A higher council of investment shall be founded, comprising:
- the Prime Minister as chairman
- The Deputy Prime Minister for Economic Affairs as vice-chairman
- The Deputy Prime Minister for Services Affairs
- The Minister of Agriculture and Agrarian Reform
- The Minister of Transport
- The Minister of Supply and Internal Trade
- The Minister of Economy and Foreign Trade
- The Minister of Industry
- The Minister of State for Planning Affairs,
- The Minister of Finance
as members.
- The Director of Investment Bureau as a deciding member
(b) The chairman of the council may invite to the council's meetings experts and other people concerned with the subjects under discussion by the council, provided that they have no right to vote.
Article Six
The council shall have the following powers:
a- approving for the natural and legal persons to initiate development projects governed by the rules of this law and the authority charge shall subsequently issue the relevant licenses.
b- specifying the state's contribution to the capitals of the joint-stock companies.
c- issuing licenses for setting up joint-stock, share-holding and limited liability companies governed by the rules of paragraph (a) of this article, as per a decision passed by the Prime Minister.
d- entrusting concerned authorities with preparing initial economic feasibility studies for the development projects failing within the fields specified by this law.
e- adopting the assessment of foreign funds, prepared by the authority in charge.
Article Seven
The council shall convene at a call by its chairman once every two months, at least, and whenever necessary.
Article Seven
Article Eight
By a decision by the Prime Minister, an investment bureau affiliated to the Deputy Prime N4iiiister for Economic Affairs shall be set up and assigned with preparing and referring to the council the projects submitted to it by the concerned authorities. It shall also be assigned with following up the implementation of decisions passed by the council, receiving the investor's complaints and working to settle them. It shall also discharge all tasks entrusted to it by the council.
Article Nine All statements and special data offered by the investors on their
projects shall not be for publication or circulation.
Chapte III: Franchises, privileges and facilities
Article Ten
According to rules of this law, all projects approved enjoy exemptions, privileges, facilities and guarantees.
Article 11
Projects approved to be set up according to the rules of this law may
Import:
a- all requirements of machines, vehicles, apparatus, equipment, means of transport, buses and mini-buses, that are needed to serve the projects, and other materials necessary for setting up, expanding and developing these projects.
b- cars.
c- all materials and requirements necessary for running these projects.
The concerned authority determines the quantity and sort of various means of transport mentioned in paragraphs (a) and (b) of this article and according to the rules determined by the council.
The import processes mentioned in the previous paragraphs are carried out irrespective of the rules prohibiting and restricting imports and irrespective of the rules of importing directly from the country of origin and the rules of hard currency regulations.
Article 12
(a) Imports quoted in paragraph (a) of Article (11) of this law are exempted from all taxes and fiscal stamp, local and customs duties and otherwise, provided that they are exclusively used to serve the goals of the project, and that they cannot be relinquished to a third party except by the council's consent and after paying the taxes and duties levied on them in their present condition.
(b) The project's imports specified in paragraphs (b) and (c) of Article (11) of this law cannot be relinquished or used in service of other purposes than the project, except by an approval by the council.
Article 13
(a) Joint-stock companies approved according to the-rules of this law, together with their shares, funds, profits and dividends, are exempted from all taxes levied on income and real estates owned by the companies to achieve their purposes and fulfill their tasks, for seven years right from the date of actual production or investment according to the nature of the project.
(b) Projects related to individuals or non-joint-stock companies licensed according to rules of this law, together with their profits and dividends, shall be exempted from all taxes imposed on income and from the real-estate taxes on the buildings owned for realizing the project's objectives and tasks, for five years right from the date of actual production or investment, according to the nature of the project.
Article 14
In case the time spent on establishing the project approved according to the rules of this law exceeds three years, then this period shall be deducted from the duration of tax exemption quoted in paragraphs (a) and (b) of Article (13) of this law.
Article 15
By a decision of the council, an additional period of two years may be added to the duration of exemption quoted in Article (13) of this law, should the total revenues in foreign currencies actually transferred into the Syrian Arab Republic through its banks and realized by the project's exports of merchandises and services exceed 50 % of the total production of the project during the original period of exemption.
Article 16
(a) In addition to the facilities given by the rules and regulations in force on foreign currencies, the investor may open in favor of his project, which is approved according to the rules of this law, an account in foreign currency at the Commercial Bank of Syria, recording on the credit side:
I- 100 % of payments made in foreign currencies of the project's capital and of the loans granted to the project in foreign currencies.
2- 75 % of the total foreign currencies realized from the revenues of exports and services of the project.
On the debit side of the afore-mentioned account, are recorded funds necessary for covering the project's liabilities, requirements and needs of foreign currencies, including the payments allowed to be transferred to the favor of Syrian expatriates, citizens of Arab and foreign countries and non-Syrian persons or the like, working in project, according to rules of this law.
(b) Regardless of any text in force, the investor may use his foreign currency funds in financing projects licensed to be set up according the rules of this law, or contribute to the capital or buy shares of these projects.
Article 17
(a) The Bank shall put the investor's funds deposited at it accord to the rules of paragraph (a) of Article (16) of this law at the disposal and at the request of the investor, and the Bank shall take necessary procedures to achieve this.
(b) The Bank shall calculate interest for the foreign currency fu deposited at it in favor of the project's account and in harmony the current interest rates. Article 18
Investor may borrow local currency from the state's banks in favor of his project and against guarantees of his own funds according to the rules in force at these banks.
Article 19
(a) Joint-stock companies licensed by the rules of this law, in which the public sector takes part at 25 % at least of the capital, take the form of a society anonym share-holding company or a limited liability company.
(b) Founders shall set a draft for the company's bylaws in conformity the nature of its being. This bylaws is issued by a decision by the Prime Minister after it is approved by the council.
Article 20
(a) The joint-stock company will have a board of directors in which Share-holders are represented according to the Percentage of their Subscription in the company's capital, The concerned authority shall name the public sector representatives at the board of directors at the same percentage of this sector's share in the capital.
(b) The board of directors shall appoint the company's director-general, who cannot hold his post together with the chairmanship or membership of the board of directors.
Article 21
(a) With exception from the rules of Law No. 134 of 1958 and the Legislative Decree No. 49 of 1962 and their amendments, the board of directors shall draw out the company's personnel bylaws taking into account the rules of the Labor Law No. 91 of 1959 and its amendments. This bylaws is issued by a decision by the Prime Minister.
(b) The board of directors shall issue the financial bylaws and the accounting system for the company, according to the relevant models prepared by the Minister of Finance.
(c) The company's other regulations shall be issued by a decision by the board of directors.
Article 22
The joint-stock companies coming to being according to the rules of this law shall be exempted from the stamp tax levied on the share issuance.
Article 23
External funds shall include:
b- foreign currency transferred from abroad by Syrian citizens, Arabs or foreigners through Syrian Bank or in a way approved by the Foreign Currency Bureau.
b- machines, vehicles, equipment, means of transport, buses, mini-buses, and materials necessary for setting up or expanding, renewing or developing these projects, as well as materials imported from abroad, necessary for operating these projects.
c- profits, revenues and reserves realized from the investment of the external funds in investment projects, if they were added to the capitals of these projects or were invested in other projects approved according to the rules of this law.
d- moral rights utilized in projects, as well as patent rights and trade marks registered in a member state of the International Federation for Industrial Property, or according to the international rules of registration included in international agreements concluded in this regard.
Article 24 (a) Investors of Syrian expatriates, or of Arab or foreign nationals, are allowed, after the elapse of five years from the investment of the project, to re-transfer abroad the net value of their share in the project in foreign currencies on the basis of the actual value of the project, provided that re-transfer of funds should not exceed the capital brought in by them in foreign currencies, and according to executive instructions issued by the council in this regard.
(b) External funds may be re-transferred abroad after six months from their entry and in the same way as they were brought in, should any difficulties or any circumstances beyond the control of the investor, and at the council discretion, stand hindrance against the investment of these funds. The council, in special cases, may approve the re-transfer abroad of external funds without consideration of the aforementioned period of time.
(c) Profits and revenues realized annually by the investment of the external funds may be transferred abroad according to the rules of this law.
Article 25
According to the rules of Article (23) of this law, the Central Bank of Syria shall allow the transfer abroad of the external funds invested in the project, together with the profits and revenues, in the same currencies brought in or in any other transferable currency.
Article 26
Investors of Arab or foreign nationals may insure their funds invested in the approved projects at the Inter-Arab Investment Guarantee Corporation or any other establishment with the approval of the concerned authority.
Article 27
(a) Investor shall apply to the concerned Ministry for approval of his project and that it is covered by the rules of this law. Application form shall be accompanied by papers and documents that indicate the prerequisites, elements, and aims of the project and its economic feasibility and the legal form it will take.
(b) The concerned Ministry shall study the project, give its opinion about it and refer it to the council within a period of 30 days from the date of application.
(c) The council may cancel the decision of approval, if the project propose fails to take serious procedures to initiate his project within one-year period from the date of issuance of decision of licensing, unless there are justified reasons accepted by the council to extend the given duration of implementation.
Article 28 The propose of the project approved shall:
1 - keep books as per the commercial law.
2- present an annual balance sheet and a statement of profits and losses ratified by an authorized auditor, within a four-month period from the end of the fiscal year of the project.
3- keep a special register in which all details relating to the project funds, which, as per the rules of this law, enjoy franchise, privileges or facilities, are taken down, together with the, movement of these funds and overhead expenditures.
4- at the request of the council and the concerned authority, the investor shall present all data and statements about the project.
Article 29 By a decision taken by itself, the council may suspend the validity of franchise, privileges and facilities given to the project, wholly or partially, in case the project proposed violates the rules of Article (28)of this law, and until these rules are implemented.
Article 30
(a) Customs fees and fines, according to customs rules and regulations in force, shall be incurred on the project in case the materials mentioned in Article (11) of this law are used to serve purposes other than the project itself or were abandoned to a third party without the council's consent.
(b) In case the offence quoted in the previous paragraph is repeated, the council may cease the project's enjoyment of the franchise, facilities and privileges specified in this law.
Article 31
By a decision by the council, franchise, privileges and facilities quoted in this law may be given, except the exemption from taxes and fees, to any of the standing projects.
All obligations quoted in it remain in force
Article 32 In case the ownership of Projects approved is transferred, wholly or partially, to a new owner, then the new proprietor replaces the old one in rights, obligations and duties he had to fulfill as per the roles of this law and the regulations and instructions issued in this regard. Capital profits ensued by the sale of the stable assets are subjected to profits income tax according to roles and regulations in force.
Article 33 Rules of the Legislative Decree No. 10 of 1986 regarding joint-stock agricultural companies shall continue to be in force.
Article 34 Tourist projects are governed by the rules and regulations in force and relating to them.
Article 35 Rules of the Legislative Law No. 348 of 1969 shall remain in force as regards the projects effected by it before this law is put in effect.
Article 36 Projects approved shall be subject to the roles of the Commercial Law No. 149 of 1949 and its amendments, provided that these rules are not in contradiction with the rules of this law.
Article 37 Experts and technicians of Arab and foreign nationals working in any of the approved projects are allowed to transfer abroad in foreign currencies 50% of their net wages, salaries, remunerations and 100% of their compensations at the end of their services.
Article 38 The Prime Minister, the chairman of the Higher Council of investment, shall issue the instructions necessary for the implementation of the rules of this law.
Article 39 This law shall be published in the official gazette.
Damascus, 4.5.1991
President of the Republic Hafez Al-Assad
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ORDER NO. 7 0.M.
Implementory Instructions for Law No.10/1991
SYRIAN ARAB REPUBLIC
PRESIDENCY OF THE COUNCIL OF MINISTERS
ORDER NO 7 0.M.
Implementory Instructions for Law No.10/1991 The President of Council of ministers,
In accordance with provisions of article 38 of Law No. 10 issued on 4.5.1991,
With resolution adopted by the Council of Ministers at its meeting on 28.5.1991,
And with resolution adopted by the Supreme investment Council at its meeting on 8.6.1991,
issues the following instructions,
Definitions
Article 1
The following terms shall have the meanings given to them hereunder:
Investment Law: Law No.10, issued on 4.5.1991
Council: Supreme Investment Council
Chairman: Chairman of the Supreme Investment Council
Office: Investment Office
Project: Project established by a natural or juristic person with local or foreign capital, or both, and approved under the provisions of investment law.
Investor: The natural or juristic person who obtains a permit to establish a project under the provisions of investment law.
Competent authority: Concerned Public Authority
Foreign capital: Capital lawfully brought from abroad by Syrian, Arab or foreign nationals in accordance with the provisions of article 23 of investment law.
Beneficiaries from the Law
Article 2
Shall benefit from the investment law economic and social development projects approved by the council and established with local or foreign capital, or both, by the following natural or juristic persons:
1) Syrian Arab nationals residing in the Syrian Arab Republic and those treated as such.
2) Syrian Arab nationals residing abroad, whether or not they have obtained the nationality of the host country.
3) Nationals of Arab and foreign states.
4) Juristic persons (corporations) which are authorized by the council to establish projects under the provisions of investment law.
Investment Fields
Article 3 Economic and social development projects mentioned in article 3 of investment law shall mean projects established under the provisions of the said law in the following fields:
1) Agricultural projects, in both plant and animal production fields, as well as all ancillary, connective or complementary activities, such as construction of greenhouses, refrigerated storage facilities, fruit and vegetable sorting, packing and wrapping facilities (whether or not the goods are produced by
the same project).
2) Agricultural products processing plants (whether plant or animal products). 3) Industrial projects which may be established by private sector and by joint (public and private) sector enterprises.
4) Transport projects.
5) Projects approved by the Council in other fields.
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Grounds and Criteria to be Applied by Council for Granting Approval
Article 4
The council shall grant approval to a specific project, in order to benefit from the provisions of investment law, on the basis of the following considerations:
- Being in line with the objectives of the State development plan.
- Extent of use of locally available resources and of sharing in growth of
national product and increase in employment opportunities.
- Capabilities of the project in the field of increasing export and import rationalization.
- Use of modern, up-to-date, machinery and techniques, suitable to the needs of the national economy.
- Value of fixed assets (plants, machinery, tools. equipment, instruments, installations, instruments, utility means of transport touristic' and other means of production definitely, not temporarily imported from abroad) invested for use exclusively in the project shall not be less than ten million Syrian pounds calculated on the basis of current exchange rate in neighboring countries, as published in the Foreign Currency Exchange Bulletin issued by the Commercial Bank of Syria. The Council of Ministers may amend this minimum and such amendment shall be promulgated by order of the President of the Council of Ministers.
Supreme Investment Council
Article 5 - Meeting of the Council
a- The council shall meet periodically, at least once every two months, at the invitation of its chairman.
b- Invitation to the meeting shall be addressed at least three days in advance and shall be accompanied by the meeting agenda and copies of papers and documents pertaining to the subjects which shall be discussed.
c- The council shall lawfully meet if the majority of its members are present. Resolutions shall be adopted by majority vote of those present and entitled to vote. In case of equal vote, the chairman's side shall prevail.
The council may form, among its members, specialized committees to study specific subjects and report thereon to the council. Such committee may seek the assistance of such experts and technicians as it may deem appropriate from the various ministries and public administrations from the public and joint sectors.
b- The chairman may invite such persons as being specialized in or concerned with the subject which shall be discussed to attend the council meeting but without right to vote.
Powers of the Council
Article 7 In its quality as supreme authority in the field of investment, the council shall have the following powers:
a - To study any request for establishing a project under the provisions of investment law, when such request is referred to it by the office in the form adopted by competent authorities, accompanied by all relevant documents
and exhibits.
The council shall issue its decision within dairy days as from reference of the request to the council by the competent authority. Such decision shall be duly notified to ministries and other concerned public administrations and to interested parties.
Said ministries and other concerned administrations shall be under obligation to implement the council decision by taking the following actions:
1)Issue all required permits and authorizations (e. g. administrative permit, industrial permit...)
2) Provide the project with all essential public utilities (electricity, water, fuel, telephone...) at the investor's expense. The investor shall also, if necessary, bear additional infrastructure expenses required to connect the project to such utilities.
In case of approval, the council decision shall generally contain the following information:
- Beneficiary's name
- Legal form of the project
- Project capital
- Objects, nature of Production and capacity of production
- Period necessary for Project establishment
- Investment costs
- Sources of financing from abroad
In case Of refusal, the decision shall state the grounds of such refusal and the council may review such decision should the interested party submit new data justifying the project or refuting the grounds for its refusal.
b- To determine the percentage participation of the state in the capital of
projects taking the form of joint sector companies (corporations or limited
partnerships) and the nature of such participation (in cash or in kind or
c- To approve draft by-laws of joint sector companies and such approved by laws shall be promulgated by order of the president of the Council of Ministers.
d - To ratify the value of foreign capital invested in the project as assessed by the competent authority..
c - To approve the number of transport means of various types, required by the project, as determined by the competent authority.
f - To approve requests for assignment, merger, or conveyance of projects.
g- To decide upon requests for disposal of some of the project imports through sale in the local market or through export to foreign markets, or upon requests for use of such imports for purposes other than the project needs, as required by article 12 of investment law.
h - To issue implementorv instructions about how permission shall be given to non-resident Syrian investors and to investors from Arab and foreign countries to retransfer abroad the net worth of their shares in approved projects, on the basis of the actual value of the project, provided that the retransferred amount shall not exceed the value of foreign capital brought by them from abroad in foreign currencies, such retransfer to take place at least five Years after the beginning of the project operation.
I- To approve retransfer abroad of foreign capital, in the same form in which it had been brought in, six months after its original transfer to Syria should its investment in Syria he prevented by circumstances beyond the investors control, to be appreciated at the council discretion, and in speech cases, to approve retransfer abroad of such foreign capital without abiding by the above-mentioned time-limit.
J- To cancel the approval decision if sic project owner does not take, within one year as from the date on which such decision has been notified to him, serious measures to implement the project, unless he justifies such delay on grounds acceptable to the council which shall thereupon grant an extension of time. In all cases, conclusion of binding contracts, according to the usual generally accepted and adopted forms, for the project implementation shall be deemed a serious measure towards such implementation.
k- To grant extension of the exemption period, in accordance with the provisions of article 15 of investment law, if the return from project exports of goods and services, duly transferred in foreign currency to Syria through its banking system, exceeds 50% of total project production during the initial exemption period.
For this purpose, the council shall rely upon official banking documents issued by the Central Bank of Syria or the Commercial Bank of Syria and upon the project balance sheets and profit and loss accounts.
m- To suspend exemptions and other advantages and facilities granted to the project, in whole or in part, in case the project owner does not fulfill, in whole or in part, its obligations under article 28 of investment law, concerning the keeping of records, books and accounts and the provision of information and data to the council or to the competent authority, such suspension to remain in force until the project owner shall have remedied his failure. The suspension period shall remain a part of the exemption period granted to the project.
n- To decide upon requests submitted by owners of enterprises and projects existing before the promulgation of investment law, seeking to benefit from some advantages and facilities provided for in the said law, except tax exemption, on the condition that the owners of such enterprises and projects undertake to comply with all obligations prescribed in the investment law.
The council decision in this matter must state in details advantages and facilities granted to the existing enterprise or project, the period during which such advantages and facilities shall remain in force And the conditions and obligations with which the project owner should comply.
0- To entrust to competent authorities the task of preparing economic and technical studies for a number of investment projects having special priority in order to propose such projects to would-be investors.
p- To direct the organization, of conferences and meetings and to invite to seminars held in the country or abroad for the purpose of promoting investment in the country and publicizing opportunities for such investment.
q- To study the development and modernization of investment legislation in
the country, and to adopt plans aiming at creating a suitable climate for investment.
r - To study and decide upon all matters and questions relating to investment.
Investment Office
Creation of the Office
Article 8
An office, known as "the investment office", is hereby created and
attached to the Vice-President of the Council of Ministers for Economic
Affairs. It shall be headed by a public servant having the rank of vice- minister.
Article 9 The office shall be staffed by a number of civil servants having the
required qualifications and practical experience, especially in the following fields:
- Administrative and legal affairs
- Financial affairs
- Economic affairs
- Technical affairs
- Public relations,
together with the necessary clerical personnel and assistants.
The office staffing shall be determined by order of the President of the Council of Ministers.
Duties of the office
Article 10 Within the scope of its Purposes, the office shall carry out and perform the
following duties:
a - To receive and register investment requests referred to the council by competent authorities, to complete information and data concerning each request in close co-operation and co-ordination with the competent authority, to prepare a file for each request and to distribute copies of such file to the chairman and members of the council at least three days before the day of the meeting on which such request shall be discussed.
b - To keep a special record of foreign capital, brought from abroad in foreign currency or in the form of tangible or intangible assets after approval of its valuation by the council. The office may issue certificates of foreign capital registration, in the form of transcripts from the said record, showing the share in foreign capital belonging to each investor, such certificates shall be issued under the signature of the office manager and on his responsibility.
c - To record minutes of meetings held by the council and resolutions adopted at such meetings, to follow up the implementation of the said resolutions by competent authorities, to submit to the council reports on the progress of each approved project, stating the stage it has reached, the difficulties and problems encountered in the course of its implementation and proposing suitable solutions for such difficulties and problems in co-operation with the said competent authorities.
d - To receive complaints from investors, investigate and remedy such complaints, to assist them to obtain from competent authorities the necessary permits and authorizations, to help such investors in the establishment of their projects and in overcoming any difficulties hindering the implementation of such projects, and to refer to the council any proposals or opinions submitted by the investors concerning any matters related to investment and project implementation.
c- To keep records and registers as necessary for the performance of the office duties in the field of applying the provisions of investment law, in such a manner as to ensure that the said provisions are duly and correctly applied and in addition, to collect, co-ordinate, sort out and study all reports and data concerning approved projects, balance sheets and profit and loss accounts, and to submit reports thereabout to the council.
f- To prepare studies about draft by-laws of joint sector companies, having the form of corporations or limited liability partnerships, created in accordance with the provisions of investment law, and also about draft amendments to such by-laws and to refer such drafts and studies to the council for discussion and approval.
g- To publish and issue leaflets, booklets and other publications containing information about investment in the Syrian Arab Republic, both in Arabic and in various foreign languages, according to the council directives.
h - To co-operate with organizations belonging to the private, public and joint sectors in organizing advertisement campaigns abroad, among Syrian immigrants and among nationals of Arab and foreign countries, for the purpose of informing them about investment opportunities in the Syrian Arab Republic within the framework of the investment law, according to the council directives.
I - To carry out all other tasks entrusted to it by the Council.
Article 11 All public authorities, administrations and establishments shall be under obligation to extend all possible help and assistance to investors in the field of accomplishing all required formalities and deciding upon all outstanding matters without any delay. They shall also be under obligation to reply to all questions and inquiries submitted to them by the office within one week, at the latest, as from the date of registration of such questions or inquiries.
Article 12 Al data and information submitted by investors to any official authorities, including banks, concerning the establishment and implementation of their projects shall be considered as confidential and will not be divulged.
Exemptions, Advantages and Facilities
Foreign Currency Account
Article 13
a- The investor may open, for the benefit of his project duly approved under die provisions of investment law, an account in foreign currency with the Commercial Bank of Syria. Such account shall be credited with:
1) 100% of project capital paid in foreign currency and of loans obtained in foreign currency.
2) 75% of project income in foreign currency resulting from export of goods and services. The remaining 25% shall be sold to the Commercial Bank of Syria at the exchange rate referred to in article 4 of these instructions.
The said account shall be debited with all amounts required to cover all foreign currency charges, needs and requirements of the project, including but not limited to:
-Value of plants, machinery, equipment, vehicles, materials and supplies necessary for the establishment, operation, exploitation, development and/or extension of the project.
- Raw materials, semi-processed materials and auxiliary materials required
for production process.
- Spare parts and replacement of fully depreciated machinery.
- Reimbursement installments and interests due on loans obtained by the project in foreign currency.
- Interests, profits and dividends permitted to be transferred abroad each year by non-resident Syrian investors and investors from Arab and foreign countries, as well as earnings permitted to be transferred abroad by non-Syrians or assimilated employees of approved projects. Such transfers shall be made through the Commercial Bank of Syria, after due confirmation by the office.
- Any amounts due by the project in foreign currency, as proved by authenticated papers and supporting documents, after checking by the office and approval by the Exchange Office.
- Expenses which must be paid in foreign currency in the Syrian Arab Republic.
- Insurance premiums which the project is under obligation to pay in foreign currency.
- Indemnities and bonuses of non-Syrian company directors.
b- The project shall bear complete responsibility for ensuring all its requirements in foreign currencies by lawful means.
No official authority in the Syrian Arab Republic shall bear any liability to ensure any amount in foreign currency for the benefit of the project or of the project owners.
Article 14 The investor may invest any amounts in foreign currency being in his possession inside the country or held by him abroad and brought to the country by lawful means through financing projects duly approved under the provisions of the investment law or through participating in the capital of or buying shares in such projects without being held criminally liable under the provisions of any existing penal law.
Article 15 a- The bank shall keep investors' monies, deposited with it in accordance with the provisions of article 16, para. "a", of investment law, at their disposal upon first request and shall take all necessary measures to ensure the same.
b- The bank shall pay interests on amounts deposited in the project account in foreign currency at a rate in line with current interest rates.
c- The investor may deposit some of its assets in foreign currency in a time account with the Commercial Bank of Syria.
d- A special type of cheque books shall be remitted to investors having deposits in foreign currency and such cheques shall be used only for the benefit of the project.
e- The Commercial Bank of Syria shall ensure the transfer abroad of all charges, needs and requirements of the project in foreign currency according to rules contained herein.
Article 16 The investor may obtain loans in local currency for the benefit of his project from state-owned banks, under the guarantee of his personal assets located in the Syrian Arab Republic, in accordance with rules applied by the said banks for granting such loans.
Other Exemptions, Advantages & Facilities
Article 17 Each project shall be considered as an independent economic enterprise, without regard to the persons of its owners, and shall benefit, as such, from all exemptions, advantages and facilities provided for in the investment law and detailed herein.
Article 18 a- Notwithstanding any legal provisions to the contrary, concerning prohibition, restriction or monopolization of imports or concerning direct import from the country of origin, and not withstanding any foreign exchange regulations to the contrary, the project may import the following:
1) All its requirements of plants, machinery, equipment, instruments, installations, tools, vehicles (including busses and micro-busses used for the service of the project) and other materials and supplies required for the establishment, development and/or extension of the project.
2) Tourist vehicles for the service of the project.
3) All materials and supplies required for the operation and exploitation of the project (raw and primary materials, semi-processed and processed materials and all other materials necessary for the production process and entering in the composition of the final product manufactured by the project).
The competent authority shall determine the number and types of all
transport means required by the project according to criteria adopted by the council.
b- Project imports specified in item 1 of the preceding paragraph shall be exempted from all fiscal and municipal taxes, custom duties and other taxes and duties provided they are used exclusively for the purposes of the project.
c- The project may not dispose of any imports specified in item 1 of paragraph "a" here above without obtaining the prior approval of the council and only after payment of all taxes and duties due and payable on them in their current state at the time of disposal, including capital gain tax mentioned in article 32 of investment law, according to laws and regulations being in force.
Similarly, the project may not dispose of any imports specified in items 2 & 3 of paragraph "a" here above or use them for purposes other than the project purposes without obtaining the prior approval of the council on the basis of grounds justifying such disposal acceptable to the council.
The above provisions do not apply to packing materials (pellets, drums, etc.) or to manufacturing wastes according to internationally acceptable proportions.
For the purpose of applying the provisions of article 12, para a", of investment law, imports shall mean all plants, machinery, equipment, instruments, tools, vehicles, service buses and micro-buses and other imported materials and supplies necessary for the establishment, extension or development of the project and which shall be disposed of, in whole or in part, to third parties on an individual basis, either before or after their use, with the prior approval of the council. As to disposal by assignment or transfer of property of the project, in whole or in part, after due approval by the council, it shall be governed by the provisions of article 32 of investment law.
Article 19 a- Projects belonging to individuals or to companies other than joint sector companies, their profits and dividends shall be exempted from all taxes on income as well as from taxes on real estates and fixed assets (including machinery) in respect of real estates and fixed assets owned by them and used exclusively for their own purposes. Such exemption shall be for a period of five years as from the beginning of actual production or actual exploitation according to the nature of the project.
b- Joint sector projects established under the provisions of investment law, in which the public sector participation is not less than 25% of their capital, shall take the form of corporations or limited liability partnerships. Such joint sector companies, their shares, funds, profits and dividends shall be exempted from all taxes on income as well as from taxes on real estates and fixed assets (including machinery in respect of real estates and fixed assets owned by them and used exclusively for the purposes of their projects, such exemption shall be for a period of seven years as from the beginning of production or of exploitation, according to the nature of the project, of each project duly licensed under the provisions of investment law.
c - For the purpose of applying the provisions of para. "a" and "b" of this article, beginning of actual production or exploitation shall mean the date on which commercial production or exploitation will start.
d - For the purpose of applying the provisions of article 14 of investment law, the establishment period shall begin on the day immediately following the date on which the order issued by the competent authority giving permission to establish the project shall have been published in the official gazette.
Article 20 By resolution of the council, the exemption period provided for in article 1 3 of the investment law shall be extended by two additional years if the return from the project exports of goods and service, actually transferred in foreign currency to the Syrian Arab Republic through its banking system, exceed 50% of the total project production during the exemption period, calculated at the end of the said period.
Article 21 Joint sector companies established under the provisions of the investment law in the form of corporations shall be exempted from stamp duties on the issue of their shares.
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General Provisions Concerning Establishment of Joint Sector Companies
Article 22
The founders shall prepare a draft of the joint sector company by-laws, taking into consideration its legal form, and such by-laws shall be promulgated by order of the President of the Council of Ministers after approval by the council.
Article 23 Joint sector, companies established under the provisions Of investment law shall be considered as private sector companies and provisions and restrictions contained in laws and regulations governing public sector companies shall not apply to them whatever high may be the participation of the state and public sector enterprises in them.
Article 24 a- Without regard to the provisions of law N" 134 for the year 1958 and of legislative decree N" 49 for the year 1962, the board 'of directors shall prepare a draft of personnel regulations for each joint sector companies, with due regard to the provisions of Labor Law N' 91 for the Year 1959. Such personnel regulations shall be promulgated by order of the President
of the Council of Ministers.
b- The board of directors of each joint sector company shall ratify and promulgate the financial regulations and the accounting regulations of the company with due reference to models prepared by the Ministry of Finance. Other internal regulations of such company shall he promulgated by resolution of the board of directors.
Article 25 a- The joint sector company shall be managed by a board of directors whose number shall be determined in the company by-laws. Directors representing the public sector shall be named by order of the President of the Council of Ministers upon proposal of the concerned minister.
b- The general manager shall be named by resolution of the board of directors. He may not be at the same time a director of the company.
Special Provisions Concerning the Establishment of Joint Sector Companies Taking the Form of Corporations Whose Shares are to be offered for subscription by the General Public
Submission of Request for the Establishment of the Corporation
Article 26 a- The founders shall submit to the concerned ministry a request to establish a joint sector corporation, accompanied by a preliminary economic feasibility study and stating its purposes, objectives, capital, projects to be undertaken, names of founders, percentage of capital to be subscribed by each founder and percentage of capital to be offered to public subscription.
The request may also contain an authorization given to one or more persons to sign the draft by-laws and the final text of the by-laws after their approval.
b- The concerned ministry shall give its opinion about the economic feasibility of such corporation and its conformity to the objectives of economic development in the country within 30 days at the latest as from the day of submission of the request, accompanied by all required documents, and shall refer the same to the council, through the office, proposing at the same time the public sector enterprise which will participate in the corporation..
The concerned ministry may ask the investors to submit such information and documents as it may deem necessary to help it study @the matter, provided that such demand will not delay reference of the request to the council beyond the said 30 days.
c- The council shall decide upon the request referred to it within thirty days as from the date of its registration at the office. In case of approval, the President of the Council of Ministers shall issue an order creating the
corporation according to the attached form.
d- In case the projects to be undertaken by the proposed corporation are varied and concern several ministries, the request shall be submitted directly to the council which will refer it to the various concerned ministries so that they may give their respective opinion about the projects which concern each of them on the basis of the economic feasibility study and compatibility with the state economic and social development plan of each project. Each ministry shall give its opinion to the council within 30 days as from the date of registration of the referred request with it. The council shall, thereafter, decide upon the request according to the same procedure prescribed in para. "c" of this article.
Procedure for Establishing a joint Sector Corporation
Article 27 a- The Private sector founders, in co-ordination with the public sector enterprise which will Participate in the corporation capital, shall organize and control public subscription operations in the corporation founders in accordance with the provisions of Syrian Commercial Law NO 149 for the Year 1949, as amended.
b- A notice inviting the Public to subscribe in the corporation shares, containing all information required by the Commercial Law, shall be prepared and published in the Official Gazette and in at least two daily newspapers appearing
in the town where the main office of the corporation is located as well as in one newspaper at least in each town in which a subscription center is located.
c- Shares may be subscribed during two months as from the date of publication of such notices.
d- If the shares are over-subscribed, the number of shares subscribed by each
person shall be proportionally reduced, with preference given to small subscribers.
c- If the subscribed shares, including the state participation, do not reach three quarters of the total capital shares, subscription may be extended for a similar period by order of the concerned minister. If, after the elapse Of the new period, the subscribed shares still do not cover at least three quarters of the total capital shares, Provisions of article 112 of Commercial Law shall be applied, unless the competent authority, with the council approval, accepts to cover the unsubscribe shares.
f- If the total capital shares are not subscribed in full, but the subscribed shares Cover three quarters or more of the capital, including the state participation, formalities for the establishment of the corporation shall be pursued as if all the shares have been covered in full.
g- Subscription shall be made at one or more Syrian banks inside the country
and at banks approved by the Commercial Bank of Syria outside the country.
h- 50% of the nominal value of each share shall be paid at subscription
and the balance shall be settled within the period or periods specified in the by-laws.
The value of shares subscribed by non-resident Syrians and by nationals of Arab and foreign countries shall be paid in foreign currency on the basis of current exchange rates in neighboring countries as published in the Exchange Rate Bulletin issued by the Commercial Bank of Syria.
I- In all matters not specifically dealt with in investment law, joint sector corporations shall be governed by the provisions of Commercial Law promulgated by legislative decree N' 149 for the year 1949, as amended by their own by laws and by the present instructions.
Special Provisions Concerning the Establishment of Joint Sector Corporations Whose Shares are not to be offered for Subscription by the General Public and of Joint Sector Limited Liability Partnerships.
Article 28 Establishment of joint sector corporations whose shares are not to be offered in public subscription and of joint sector limited liability partnerships shall be governed by the provisions of investment law, their own by-laws and articles 20, 21, 22, 23, and 24, of the present instructions. In matters not specifically dealt with in the above references, they shall be-governed by the provisions of Commercial Law promulgated by legislative decree N' 149 for the year 1949, as amended, in respect to establishment procedures, notices and management.
Special Provisions Concerning Establishment of Projects by Individuals and by Companies not belonging to the Joint Sector
Article 29 a- The investor, or his duly authorized representative, shall submit to the competent authority a request, according to the form elaborated by the said authority for this purpose, asking for permission to establish a project owned by an individual or by a company not belonging to the joint sector. Such request shall be accompanied by all required documents. It shall be registered, on the date of its submission in a special record kept for this Purpose and a receipt, showing the number and date of registration, shall be remitted to the concerned party.
b- The competent authority shall study the submitted request and refer it, together with its own opinion thereabout, to the council within thirty days as from the date of registration.
c- The council shall study the request at its first meeting after receipt thereof. It may ask the competent authority and/or the investor to submit further data, explanations or documents as it may deem necessary to decide upon the request.
d- The council shall issue its decision within one month as from registration at the council of the request. In case of approval, such decision shall prescribe grounds and rules for the project establishment, including its legal form, purposes, capital, investment costs, value of plants, equipment and materials to be imported from abroad, and sources of financing.
e- In case the request for establishment of the project is not approved, the concerned party may submit a petition directly to the office and the council shall review its decision on the light of new documents or explanations accompanying or contained in such petition.
Foreign Capital
Article 30
Foreign capital shall include the following
a- Foreign currencies transferred from abroad by Syrian nationals or nationals of Arab or foreign countries through one of the banks operating in the Syrian Arab Republic, or by any other means approved by the exchange office, and deposited in a special investment account opened in the name of the investor with the Commercial Bank of Syria. Funds thus transferred and deposited shall be registered in the special record kept by the office in accordance with the provisions of article 10. para. "b", hereof. on the basis of a certificate issued by the concerned bank.
b- Plant, machinery, equipment, installations, vehicles, buses, microbuses and other materials and supplies necessary for the establishment, extension or development of projects benefiting from the provisions of investment law,, as well as material and supplies needed for the operation of such projects if they are imported from abroad. Numbers, quantities and specifications of such imports shall be determined by the competent authority, which issued the permit to establish the project. Their value shall be registered in the special record kept by the office on the basis of official invoices and vouchers issued by the exporters and duly checked, under its own responsibility, by the competent authority.
c- Intangible assets used in the projects, such as patents and trade-marks duly registered in a country member of the International Union for the Protection of Industrial Property or in accordance with international registration rules specified in international conventions concluded for this purpose. The value of such intangible assets shall be assessed on the basis of international usages by a committee having as chairman the office manager and as members the Director of the Department of Protection of Industrial Property at the Ministry of Supply and Internal Trade, the Director of Industrial Testing and Research Center, a financial expert named by the Ministry of Finance, a member named by the Union of Chambers of Commerce and Industry and an expert named by the project owner.
d- Profits, returns and reserves resulting from the investment of foreign capital in development projects, whether they accrue in foreign currency or in local currency, provided they are used to increase the capital of the concerned project or, invested in other projects approved under the provisions of investment law.
Investor's Obligations
Article 31
The owner of an approved project shall:
1) Keep all accounting books and trade records required by the Commercial Law.
2) Submit, for each fiscal year, a balance sheet and a profit and loss account, duly approved by a certified auditor, within four months as from the end of the said fiscal Year, to the competent authority and to the council investment office.
The submission of such balance sheet and profit and loss account to the said authority and office shall not exempt the project owner from the legal obligation to submit end-of-the-year financial statements to the tax
authority in accordance with the provisions of income tax law issued by legislative decree 85 for the year l949.
3) Keep a special record in which shall be registered all details concerning the project funds which benefit from exemptions, advantages or facilities under the provisions of investment law as well as all operations and disposals carried out on such funds. The said record shall remain open for inspection by concerned authorities at all times.
4) Provide the council and the competent authority with all information, data and explanations requested by them about the project.
Article 32 Should the property of an approved project be transferred, in whole or in part, the new owner shall succeed the precedent owner in all his rights, obligations and duties under the investment law and the present instructions. Capital gain accrued from the sale of fixed assets shall be subject to capital gain tax in accordance with laws and regulations being in force.
No capital gain shall be deemed to have accrued in case of transfer of property through inheritance and such transfer shall not be subject to capital gain tax. The provisions of law No. 101 for the year 1952 shall, however, apply to transfer of property through inheritance.
General Provisions
Article 33
Investors having the nationality of Arab and foreign countries may insure their funds invested in projects approved under the provisions of investment law with the Arab Establishment for Investment Insurance or with any other insurance establishment against non-commercial risks with the approval of the Ministry of Economy and Foreign Trade.
Article 34 a- All Public administrations and agencies shall give top priority to formalities undertaken by investors in accordance with the provisions of investment law. Each concerned ministry shall entrust to a public servant of a rank not inferior to the rank of sub-director the task of following up investors' matters and affairs and of extending to them all possible help in bringing to completion the required formalities with his ministry and with other concerned authorities.
b- The investor may at any time submit a complaint to the office, explaining the difficulties and problems he is encountering. The office shall immediately investigate the complaint, take the necessary measures with the concerned authorities to find suitable solutions to such problems and difficulties and follow up the matter, within a period not exceeding two weeks as from the date of registration of the complaint at the office.
Article 35
Legislative Decree No. 10 for the year 1986 shall remain applicable to joint sector agricultural companies. Such companies, whether existing or to be formed in the future, shall not be governed by the provisions of the investment law.
Article 36 Provisions of existing laws and regulations concerning touristic projects shall continue to apply to such projects which shall not be governed by the provisions of the investment law, whether they are already existing or will be established in the future.
Article 37 Provisions of legislative decree No. 348 for the year 1969 shall continue to apply to projects established under them before coming into force of the investment law, They shall not be governed by the provisions of the investment law.
Article 38 Projects approved under the provisions of the investment law shall be governed, in ill matters not specifically dealt with in the said law, by the provisions of Commercial Low No. 149 for the year 1949, as amended.
Article 39 Experts, technicians and workmen being nationals of Arab or foreign countries, who are employed in projects approved under the provisions of investment law shall be permitted to transfer abroad, in foreign currencies resulting from the project activities, 50% of their net wages, salaries and allowances and 100% of their end-of-service indemnities.
Article 40 The council shall, by resolution, issue regulations governing the dealing in the shares of corporations formed under the provisions of investment law. Such regulations shall aim at encouraging individuals to invest their savings in the said shares, to facilitate the dealing in them and to make available basic information about the said corporations, their business and their activities. Such resolution shall be considered as an integral part of the present instructions.
Article 41 The present instructions shall be published and notified to whom it may concern for their implementation. They shall come into force as from the date here below.
Damascus, 10.6.1991
President of the Council of Ministers sign.
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Law No. (7): Promulgates Investment Law No. /10/
President of the Republic
Pursuant to the provisions of the Constitutions
And what was adopted in the People's Assembly
Promulgates the Following:
Article 1 - To amend the provisions of Articles (6,13,14, 15,16,19,22,24,26 and 31) of Investment Law No. /10/ issued on 4/5/1991 as follows:
I- The paragraph /F/ of the following texts shall be added to Article /6/ thereof:
F- To license for the Arab and foreign investor to own and lease the lands and real estates necessary for the establishment of the investment projects or expansion thereof within the limits of the area and period of lease estimated in light of the actual need of the project and excess of the ownership ceiling defined in the laws and regulations in force according to the proposal of the concerned authority contrary to any text in force.
- Upon the cancellation of the project or its final liquidation, the investor shall have to relinquish to others, according to the laws and regulations in force, his property in excess of the ceiling defused legally. In this case, the Arab and foreign investor shall have to relinquish to others his ownership of the lands of the project and the buildings constructed thereon provided that he obtains a prior approval from the Council if the relinquishment is for the interest of a non-Syrian person, period of two years shall be defined for this execution of said waiver process.
2-Paragraph C of the following text shall be added to Article /13/ of said law:
C- The investment project licensed according to the provisions of this law, after the elapse of the two exemption periods stipulated in paras A & B of this article, shall be subject to the taxation exemptions and other privileges stipulated in the laws and regulations relevant thereto which are applied to the non licensed similar projects according to the provisions of this law namely the following:
- Provisions of the Legislative Decree No. 174 of 16 Feb. 1952 that exempt the natural persons and jurisdictional persons who deal with the Marine Transportation from the tax imposed on income of profits.
- Para /3/ of Article /4/ of the Legislative Decree No. 85 for the year 1949 and its amendments applied to the establishments, companies and the agriculture projects.
3- Article 1141 of said Law shall he amended and become as follows:
A- Where the initiation period of the project licensed according to this law exceeds three years, the period in excess shall be deducted from the taxation relief period stipulated in para. A&B of Article/I3/of this law.
B - The Higher Investment Council - in exceptional cases up to its discretion - may grant the investment projects a period or additional consecutive periods so that the initiation period of the project licensed under this law provisions doesn't exceed five years. Not be deducted from the original tax exemption period stipulated in para. A & B of Article 1131 of this law.
4 - Article /15/of the Law shall be amended and become as follows:
By a decision from the Council, an additional exemption period shall be added to the two taxation exemption periods stipulated in para. A & B of Article /13/ of this law for the new project that will be licensed by the Council according to the provisions of this law as follows:
A- Two years if the total commodity or service project exports, the value of which actually transferred to SAR, whether in cash on in kind,, exceeds 50% according to the currency regulations in force, of the total production value during the original exemption period.
B- Two years if the project is one deemed by the Council that it is of basic importance to the national economy in light of its capital investments or the extent of its contribution to the development of the national product, export promotion, increasing work opportunities and its employment of a high standard of the scientific technology and technical one or its contribution in the maintenance of environment as maritime transport projects, heavy industries, fine instruments of high technology, fertilisers etc.
C- Two years if the industrial or agricultural investment project is established in one of the developing governorates: Raqqa, AI Hassakah, Deir Ez Zor.
5- The following paragraphs C,D and E shall be added to Article /16/ of the Law
C- It shall be permissible, by a decision from the Council, to exceed the percentage allowed for the exporter to retain from the outcome of foreign currencies generated from the export returns according to foreign currency regulations in force.
D- It shall be permissible, by a decision from the Council, according to the requirements of the project's nature of activity, to allow the companies and projects licensed under this law to open banking accounts abroad to secure their requirements, settle their obligations and collect their dues provided that the amounts deposited in these accounts do not exceed 50% of the capital paid in foreign currency.
E- It shall be permissible, by a decision from the Council, to allow the projects and companies licensed under this law provisions to transfer upon need part of their assets in foreign currencies deposited duly at the Syrian banks to the Syrian currency to cover their needs and local liabilities through these banks at the prevailing exchange rate in the neighboring markets.
6- Article /19/ of the Law shall he amended and become as follows:
A- The joint projects licensed under this law, in which the public sector contributes by a percentage not less than 25% of their capital, shall take the form of a closed shareholding company or a company of limited liability. It shall be permissible when needed, upon a decision from the Council, to have the public sector participation either in cash, or in kind in the form of real estates, accessories, and equipment, new or second hand machinery.
B- The funders shall set the charter of the joint company in a way consistent with the nature of its work and form of its structure. It shall he permissible to specify in this charter the nationality of the chairman, and board members, their number, ages, their bonuses, remuneration, method of their election or recruitment, ratio of the non-Syrian representation in the board of directors, mechanism of work in the board, defining the company's capital, value of the share in the Syrian currency and its equivalent in foreign currency without abidance by the laws and regulations in force namely the Trade Law no. 149 for the year 1949 - This charter shall be issued by a decision from the premier after the Council's approval thereof.
C- It shall be permissible to the Council, by a decision therefrom, to apply the provision of para. (B) of this article on the shareholding or limited liability companies which are non joint and created under this law to execute projects licensed according to its provisions, in light of their importance in terms of its various objectives, projects, volume of their capital or the nationality of the founders
7- Article /22/ of the Law shall he amended and become as follows:
A- The joint companies licensed under this law shall be exempted from the stamp fee due on the issue of the shares according to the provisions of Law No.15 for 1993.
B- The new non-joint closed shareholding companies that launch their shares for the public writing by a percentage of not less than 50% of their shares, which will be licensed under this law, shall be exempted from the stamp fee due on the issue of their shares according to Law No.15 for 1993.
C- The holding companies that launch stocks of their projects and companies for the public writing at the ratio of not less than 50% of their stocks and that will be licensed under this law, shall be exempted from the stamp fee due on the issue of their stocks according to the provisions of Law No. 15 for 1993.
8- Provisions of paragraph A Article /24/ shall he amended and become as follows:
Investors of Syrian expatriates and citizens of the Arab and foreign countries, after the elapse of five years of project investment, shall be permitted to retransfer the value of their net share in the project in foreign currency abroad, on basis of the actual project value on the date of relinquishment according to the executive instructions issued by the Council in this respect.
9- Article /26/ thereof shall he amended and become as follows:
A- Projects and investments licensed under the provisions of this law shall enjoy non-confiscation, expropriation or limitations in the disposal of the investment ownership or its returns unless it is for the purpose of the public interest for a fair indemnity. It shall also be impermissible to put them under seizure except by a jurisdictional decision. Disputes in all of these cases shall be settled by resorting to the competent Syrian jurisdiction.
B-Investment disputes between investors of Arab and foreign countries citizens whose projects are covered under the provisions of this law and the public Syrian bodies and institutions shall be settled according to the following:
-Through amicable solution
-Should both parties fail to reach an amicable solution within six months as of the date of submitting a written notice for the amicable settlement by either parties of the dispute, either of them shall have the right to resort to one of the following methods:
- Resort to Arbitration
- Resort to the Syrian jurisdiction
- Resort to Arab Investment Court formed under the Corporate Agreement For The Investment of Arab Capitals in the Arab Countries in 1980.
- Or that the dispute is settled according to the provisions of Investment Protection and Guarantee Agreement concluded between S.A.R. and country of the investor.
C- Investors of the Arab or foreign countries citizen may insure their money invested in the approved projects with The Arab Establishment For Guarantee of Investment or with any other establishment through the approval of the competent authority.
10- Article /3I/ thereof shall he amended and become as follows:
It shall be permissible, by a decision from the Council, to grant the privileges and facilities stipulated in this law in the exemptions from the taxes and fees relieving to any of the projects existing prior to its date of effectiveness or those that are established after date of effectiveness and which are not licensed under it. All commitments stipulated therein shall be applicable to it including the tourist projects and Article /34/ of this law shall be considered amended ipso facto, in line with the provisions of this article.
Article 2-A- The holding companies shall be added to the companies stipulated in the Trade Law. They shall be subject to the provisions applicable to the closed shareholding companies stipulated in said law, provisions of the amended article /19/ according to this law and provisions of article /21/ of law no.10 for 1991.
B-Projects created by the holding companies stated in para. A of this article or in which they share in their capital by not less than 51 % may be covered by law no.10 for 1991 and according to its provisions, They shall also be subject to the provisions of para. B- of article 19, article 21 of law no. 1 0 for 1991.
C-The license establishing these companies shall be issued through a decision from the Premier.
D-Net profits registered to the accounts of the holding companies from their newly created projects or from the companies they are contributing therein according to the provisions of this article shall not be subject to the tax of industrial profits, commercial and non-commercial profits.
Article 3-A- provisions of items (1,2,3,5,8,9,10) of first article of this law shall be applicable to the agricultural, industrial and marine transport investment projects licensed or shall be licensed under Law No. 10 for 1991.
B- Provisions of the two items (4&7) of article one of this law shall be applicable to the new projects that will be licensed by the Council as of the enforcement date of this law.
Article 4-A- Ratio of income tax on net profit realized by the shareholding companies that announce their shares for general writings in the private and joint sector that have their headquarters in Syria for all activities shall be determined for 25% inclusive contribution in the military effort. This tax shall be excluded from the addition to the interest of local administration.
Provisions of Article 3 of Law No. 20 of 6 July 1991 concerning the definition of the income tax ratio on profit of said companies shall be definitely amended according to the provisions of this article.
Provisions of para. A of this Article shall be applicable as of tax impositions of 2000 cycle.
Article 2 - This law shall be published in the Official Gazette.
Republic President
Hafez Assad
13May 2000
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