Articles of Association of a Syrian Limited Liability Company

Chapter One: Establishment, Purpose, Name, Registered Office and Term of the Company

Article (1): Establishment and Purpose

A Syrian limited liability company is hereby established between the quota holders signing these Articles of Association and those who may subsequently join them. The Company shall be subject to the provisions of the Companies Law promulgated by Legislative Decree No. /29/ of 2011, commercial custom, these Articles of Association, and the current and future mandatory rules of Syrian law. It shall also be subject to the optional provisions set out in the said Law in all matters not inconsistent with these Articles of Association.
The purposes of the Company are: [Company purposes], excluding the construction and trading of housing units.
The Company may amend its purpose in whole or in part by a resolution of the General Assembly. Such amendment shall not constitute the creation of a new legal person.

Article (2): Company Name

The name of the Company shall be: [Company name] Limited Liability Company.

Article (3): Registered Office and Branches

The principal office of the Company shall be in the Governorate of [Governorate name]. The Company may establish branches in all governorates of the Syrian Arab Republic and abroad by resolution of the General Assembly of the partners.

Article (4): Term of the Company

The term of the Company shall be [Company term] years, commencing on the date of issuance of the decision establishing it. It may be extended for further periods by resolution of the General Assembly of the partners, subject to ratification by the Ministry.

Chapter Two: Establishment of the Company

Article (5): Founders

The Company was established by the following persons:

Partner name	Nationality	Date of birth	Residence and domicile
[Partner name]	[Nationality]	[Date of birth]	[Residence and domicile]

The founders have studied this project, sought to implement it, and undertaken to bring it into existence and to incur all expenses required for it and all undertakings arising from it. They have also undertaken to cover the entire cash capital of the Company, each in the amount recorded next to their name, in accordance with paragraph /3/ of Article /56/ of the Companies Law promulgated by Legislative Decree No. /29/ of 2011.

Article (6): Rights and Obligations of the Founders

The founders shall have the rights and bear the obligations prescribed in the Companies Law promulgated by Legislative Decree No. /29/ of 2011 and specified in these Articles of Association.

Chapter Three: Company Capital and Quotas

Article (7): Company Capital

The capital of the Company is fixed at [Capital amount] Syrian pounds only, divided into [Number of quotas] quotas, with a value of [Quota value] Syrian pounds only per quota, to be paid by the founding partners as follows:

Founder name	Number of quotas	Value of quotas	Percentage
[Founder name]	[Number of quotas]	[Value of quotas] SYP	[Percentage]
Total	[Total number of quotas]	[Total value of quotas] SYP	100%

The capital may be increased with the approval of the General Assembly of the partners by a majority of the quotas. The partners shall have pre-emptive subscription rights in such increase in proportion to their quotas, unless the resolution of the General Assembly specifies another method, subject to the provisions of Article /77/ of the Companies Law promulgated by Legislative Decree No. /29/ of 2011.

Article (8): Payment of the Value of the Quotas

The founders shall pay in cash the amount corresponding to their quotas in the cash capital, at a rate of 40% (forty percent), into one of the approved public or private banks in the Syrian Arab Republic immediately upon ratification of these Articles of Association. The certificate evidencing payment shall be deposited with the Commercial Registry Secretariat before the publication procedures. The founders must pay the entire capital of the Company within one year from the date of issuance of the decision ratifying the Company’s Articles of Association.
These amounts may be withdrawn only by the manager appointed in accordance with the Companies Law promulgated by Legislative Decree No. /29/ of 2011 and these Articles of Association, and after the Company’s publication procedures have been duly completed.

Article (9): Holding Certificates for Quotas

After the Company has been finally established, the Company shall issue each partner a registered certificate for the quota owned by that partner.

Article (10): Quota Register

Under the supervision of the general manager, the Company shall maintain a partners’ register in which their names, nationalities, respective domiciles, and the quotas owned by each of them shall be recorded.
Transfers and assignments of quotas shall be entered in the said register, and such acts shall be recorded under the supervision of the general manager or the manager authorized by the managers if there is more than one manager.
The partners and the Company’s creditors shall have the right to inspect the said register.

Article (11): Transfer of Ownership of Quotas

Quotas may be sold under the conditions set out in Article /66/ of the Companies Law promulgated by Legislative Decree No. /29/ of 2011.
The sale and transfer of ownership of quotas between the partners shall be free and subject to no restriction.
The Company shall have a preferential right to purchase quotas whose ownership is to be transferred to a third party. If more than one partner exercises this preferential right, the sold quota shall be divided among them in proportion to each partner’s quota in the Company.
When exercising the preferential right, the partners holding that right may purchase the quotas offered for sale, at their option, either at the price offered by the purchaser or at the fair price determined by experts.
The sale shall not be effective against the Company unless it is recorded in a special register maintained by the Company, in the presence of the contracting parties or their representatives.

Article (12): Pledging of Quotas

Quotas may be pledged.

Article (13): Limitation of the Liability of Quota Holders

Quota holders shall not be liable for the Company’s debts except to the extent of the amount to which they have committed themselves in the Company’s capital.

Chapter Four: Management of the Company’s Affairs

Article (14): Management

The affairs of the Company shall be managed by a general manager, who may be a partner or a third party, elected by the General Assembly. The general manager shall exercise his or her duties in accordance with the powers prescribed by the Companies Law promulgated by Legislative Decree No. /29/ of 2011 and these Articles of Association.

The Company shall be managed during the first term by: Mr./Ms. [General manager name].

Article (15): Term of Management

The term of management shall be [Management term] years and may be renewed by resolution of the General Assembly of the partners.

Article (16): Conditions Required for Management

The manager must satisfy the conditions prescribed in paragraph /2/ of Article /67/ of the Companies Law promulgated by Legislative Decree No. /29/ of 2011 and must comply with the conditions set out in Article /70/ of the same Law.

Article (17): Duties of Management

The manager may not delegate to a third party any of the powers delegated to him or her by the General Assembly except with the approval of the General Assembly.
The manager shall have all powers necessary to manage the Company. The restrictions recorded in the Commercial Register shall be effective against third parties if the register number of the Company is indicated in the contract or transaction issued by the Company.

Article (18): Signing on Behalf of the Company

The general manager shall represent the Company before third parties and shall sign on its behalf all documents relating to it and in all administrative, legal, financial, and procedural matters. The general manager’s signature shall bind the Company vis-à-vis third parties in respect of the rights and obligations arising against it, including operating bank accounts and making withdrawals and deposits; signing instruments creating an obligation on the Company; signing instruments of delegation, power of attorney, and arbitration; appointing arbitrators and requesting their removal; and attending arbitration tribunals.

Article (19): Company Liability for Management Acts

The Company shall be bound by the signatures of the persons authorized to sign on its behalf without restriction.

Article (20): Liability of Management

The managers shall be jointly and severally liable toward the Company, the partners, and third parties for violating the provisions of the laws, the Company’s Articles of Association, or the resolutions of the General Assemblies. The managers shall also be jointly and severally liable toward the Company and the partners for their errors in managing the Company. Any manager may recourse against the other responsible managers when that manager proves that he or she recorded a written objection in the minutes of the meeting against the resolution involving the violation or error.

Article (21): Publication of the Company

The founders, their authorized representative, or the managers shall publish the Company or any amendments made to its Articles of Association in accordance with paragraph /3/ of Article /62/ of the Companies Law promulgated by Legislative Decree No. /29/ of 2011.

Chapter Five: General Assembly

Article (22): Notice and Agenda

The General Assembly shall be called to meet by the manager through a notice sent to the partners at their elected addresses fourteen days before the meeting date. The notice shall specify the meeting date, the agenda, and the date of the second session if the quorum is not completed at the first session, provided that the period between the first and second meetings does not exceed fourteen days.
The General Assembly must hold its meetings in Syria. Such meetings shall be held at the Company’s office or at any place agreed upon by the partners.
During the first six months of each financial year, the manager shall call the General Assembly of the partners to convene. The agenda shall include the matters prescribed in paragraph /3/ of Article /71/ of the Companies Law promulgated by Legislative Decree No. /29/ of 2011, as well as any other matters falling within the competence of the General Assembly and submitted to it by the Company’s manager or proposed by any partner in accordance with these Articles of Association or the said Companies Law.
If the manager fails to call the General Assembly to meet, any partner or the auditors may request the Ministry to issue the notice.
Partners holding at least 10% of the Company’s quotas may require the manager to issue a notice calling a General Assembly of the Company to discuss the matters specified in their request. If the manager fails to issue the notice within fourteen days from receiving the request, the Ministry must issue the notice at the request of those partners. In all cases, the meeting date must not be more than thirty days from the date on which the partners’ request was submitted, and the costs of the notice shall be borne by the Company.
If a partner requests that a particular matter be included on the agenda, the manager must respond to the request, provided that it reaches the Company at least seven days before the date set for the General Assembly. The manager shall notify the partners of the amended agenda at least twenty-four hours before the session.
The attendance of a partner at the meeting cures any defect in the procedures for notifying that partner.
The manager may be removed by a majority of the votes of the Company’s General Assembly or by a judicial decision where grounds justifying removal exist.
If the manager resigns, dies, or is removed, the remaining managers, or, if there is no other manager, any partner, shall have the right to request the Ministry to call a General Assembly to elect a new manager.
Resolutions issued by the Company’s General Assembly at any meeting held with a legal quorum shall be binding upon the Company and all partners, whether or not they attended the meeting, provided that such resolutions were issued in accordance with the Companies Law promulgated by Legislative Decree No. /29/ of 2011 and the Company’s Articles of Association.
The general manager may not borrow or incur debt, sell, pledge, or otherwise dispose of the Company’s assets, assign its projects or the licenses and concessions granted to it, or provide guarantees, except with the approval of the General Assembly of the partners.

Article (23): Composition, Powers, and Meeting Procedures of the General Assembly

The General Assembly of the Company shall consist of the owners of its quotas.
Every partner shall have the right to attend the session and participate in the discussions of the General Assembly, notwithstanding any contrary provision, and shall have one vote for each quota owned. A partner may authorize another partner to act on his or her behalf by an ordinary written authorization, or authorize any other person by a writing issued by that partner, or under an official power of attorney for this purpose. The chair of the session shall certify the authorizations or powers of attorney.
The General Assembly may not deliberate on matters other than those included on the agenda unless all partners are present at the meeting and agree to do so.
An attendance sheet shall be maintained for meetings of the General Assemblies, recording the names of the partners attending and the number of votes they hold personally and by proxy. The attendees shall sign it, and the sheet shall be kept by the Company.
The manager shall chair the meetings of the General Assembly and shall appoint a secretary to record the proceedings.
Minutes summarizing the discussions of the General Assembly shall be prepared. The minutes and resolutions of the General Assembly shall be entered in a special register signed by the manager, the secretary, and the Ministry representative if present, and shall be kept by the Company. Any partner shall have the right to inspect these minutes and resolutions, including the balance sheet, profit and loss accounts, and annual report, and to obtain a true copy thereof.
The presence of a Ministry representative at meetings of the General Assemblies shall be mandatory if their agenda includes an increase or reduction of capital, or the dissolution and liquidation of the Company, in order to monitor the availability of the quorum and the legality of the voting.
A Ministry representative may also be invited to attend the annual or other meetings of the General Assemblies at the request of the Company, the partners, or the general manager.
The minutes of the General Assembly meetings shall be deemed valid until the contrary is established by a final judicial decision.
The Ministry must be provided with the minutes of the General Assembly meeting within seven days from the date of the meeting, failing which the Ministry shall not ratify the minutes or implement their resolutions.
The signatories of the minutes shall be punished for the crime of forgery if facts or information contrary to the facts of the session are recorded, or if a material fact is omitted from the minutes of the session.

Article (24): Quorum of the General Assembly and Required Majority

The legal quorum of the General Assembly shall be constituted by the attendance of partners representing at least 50% of the capital quotas.
If the majority prescribed in this Article for completion of the session’s quorum is not available within one hour of the scheduled meeting time, the session shall be adjourned to the second date specified in the notice. The period between the first and second meetings must be at least twenty-four hours. The quorum of the second session shall be deemed complete regardless of who attends.
Resolutions of the General Assembly shall be adopted with the approval of partners holding a majority exceeding 50% of the capital represented at the session. Resolutions concerning amendment of the Articles of Association, dissolution or merger of the Company, or conversion of its legal form shall be excepted and shall require a majority of 75% of the quotas represented at the meeting, provided that such majority is not less than half of the Company’s capital.
Ratification of and challenges to the resolutions of the General Assembly shall be subject to Articles /75/ and /76/ of the Companies Law promulgated by Legislative Decree No. /29/ of 2011.
The Company must publish any amendment to its Articles of Association within sixty days from the date on which the Ministry ratifies the Company’s Articles of Association or any amendment thereto. The resolution shall be deemed void by operation of law after that period has elapsed if it has not been duly published.

Article (25): Company Losses and Procedures for Reduction of Capital

If the Company’s losses exceed half of its capital, the managers must call the General Assembly of the Company to meet and decide either to cover the loss, reduce the Company’s capital to an amount not less than the statutory minimum, or dissolve and liquidate the Company. If none of the above procedures is adopted, any partner or the Ministry may submit an application to the courts for a decision ordering the dissolution and liquidation of the Company.
The following procedures shall be followed for reducing capital:

A. The Company’s management must attach to its application to the Ministry for ratification of the amendment to the Company’s Articles of Association providing for the reduction of its capital a list issued by the auditor containing the names of the Company’s creditors, the amount of each creditor’s debt, and their addresses, together with a certificate issued by the auditor confirming that the reduction of capital does not prejudice the rights of the creditors.
B. The Company must publish the reduction resolution, together with the list of creditors, in the Official Gazette and in two daily newspapers, at least twice.
C. Creditors whose aggregate debts amount to at least 10% of the Company’s debts, according to the auditor’s report, may bring an action before the competent court at the Company’s registered office or elected domicile within thirty days from the date of the last newspaper announcement of the reduction, seeking annulment of the reduction resolution insofar as it prejudices their interests. The one-month period shall not apply against creditors whose names do not appear in the announcement.
D. The court may order suspension of implementation of the reduction resolution until the action is decided, by a decision issued in chambers and enforceable on an expedited basis.
E. The court shall hear the action expeditiously and shall hold its sessions at intervals of no more than 72 hours. The decision of the Court of Appeal issued in the action shall be final.

Chapter Six: Auditors

Article (26): Appointment and Conditions of Auditors

The General Assembly shall select, from the register of certified public accountants approved by the Ministry, one or more auditors to perform their duties in accordance with Article /79/ of the Companies Law promulgated by Legislative Decree No. /29/ of 2011, for one financial year, renewable.
In addition to the provisions of Article /185/ of the Companies Law promulgated by Legislative Decree No. /29/ of 2011, the auditor may not be one of the partners, or a relative or in-law of a partner or of the manager up to and including the fourth degree.

Chapter Seven: Company Accounts and Finances

Article (27): Company Financial Year

The Company’s financial year shall follow the Gregorian calendar year.
The Company’s financial year shall begin on the first day of January and end on the last day of December of each year.
The first financial year shall be excepted from this rule and shall begin on the date of the Company’s final establishment and end on the last day of the month designated as the end of the following financial year.

Article (28): Reserves

The Company must appropriate the following reserves:

Mandatory reserve;
Optional reserve;
Depreciation reserve.

The said reserves shall be subject to Articles /82/, /83/, and /84/ of the Companies Law promulgated by Legislative Decree No. /29/ of 2011.

Article (29): Competent Court and Settlement of Disputes

The Civil Chamber of the Court of First Instance shall have jurisdiction to hear all commercial disputes and cases relating to the Company or its branches.
The Civil Chamber of the Court of Appeal shall have jurisdiction to hear appeals against decisions issued by the court referred to in paragraph /1/ of this Article.
The Civil Court of First Instance within whose territorial jurisdiction the Company’s registered office is located shall be the competent court to decide all disputes arising between the partners, or between them and those responsible for managing the Company, disputes arising from the relationship of third parties with the Company, and any other dispute relating to the Company’s affairs and activities.
The Civil Court of First Instance within whose territorial jurisdiction a branch of the Company is located shall be the competent court to decide all matters connected with that branch.
The parties shall retain the right to resort to domestic or international arbitration with respect to the private commercial or civil disputes provided for in the Companies Law promulgated by Legislative Decree No. /29/ of 2011.

Chapter Eight: Dissolution and Liquidation of the Company

Article (30): Liquidation and Its Effects

The liquidation of the Company, appointment of the liquidator, publication of the Company’s liquidation, management of the Company during liquidation, invalidity of transactions during liquidation, and the duties, liability, and removal of the liquidator, as well as completion of the liquidation proceedings, shall be subject to Articles /19/, /20/, /21/, /22/, /23/, /24/, /25/, /26/, /27/, and /28/ of the Companies Law promulgated by Legislative Decree No. /29/ of 2011.
Upon its dissolution, the Company shall enter the liquidation stage, and its legal personality shall remain in existence throughout the period necessary for liquidation and solely for the purposes of the liquidation.
The Company shall cease conducting new business as of the date on which the resolution dissolving it is published in the Companies Register, and the registrar shall place an entry indicating that the Company is under liquidation in the Company’s register.
The auditor shall continue in office throughout the liquidation period.
An accounting expert appointed by the court shall join the auditor to monitor the liquidation proceedings if the liquidator was appointed by a judicial decision.
The Company’s funds, assets, and rights shall be used to settle its outstanding obligations.
Any remaining Company funds and assets shall be distributed among the partners, each in proportion to that partner’s quota in the capital.

Chapter Nine: General Provisions

Article (31): Nationality and Company Particulars

This Company shall be deemed Syrian by nationality and shall enjoy legal personality upon its publication.
The Company shall enjoy the rights granted to Syrians, except those inherently attached to a natural person, and shall have the right to own real property rights regardless of the nationality of its partners.
The Company must state its name, legal form, and registration number in the Companies Register on all papers issued by it and in its advertisements, in addition to the other information that the Companies Law promulgated by Legislative Decree No. /29/ of 2011 requires to be included. If the Company is under liquidation, this fact must also be stated, in addition to the Company’s particulars, on all papers issued by it and in its advertisements. If the fact of liquidation is not stated, the liquidators shall be punished by a fine of fifty thousand Syrian pounds.

Article (32): Ministry Supervision

The Ministry of Economy and Trade shall have the right to supervise limited liability companies in all matters relating to the implementation of the Companies Law promulgated by Legislative Decree No. /29/ of 2011 and these companies’ Articles of Association.
The Ministry shall have the right to notify the Public Prosecution of any violation constituting a crime, for the purpose of judicial prosecution of those responsible.
The Ministry shall have the right, at any time, to appoint a Syrian accounting body or an accounting firm approved by the Ministry, possessing experience and a high level of competence, to inspect the Company’s accounts, audit its entries and books and all its other activities, and submit a report thereon to the Ministry.

Article (33): Applicable Legislation

The Company shall be subject to all current and future Syrian legislative provisions.

Signature of the founders or their authorized representative: [Signatures of the founders or their authorized representative]

Signed in my presence Director of the Companies Directorate