Articles of Association of a One-Person Limited Liability Company

Company name: [Company name], owned by [Capital owner’s name]

Article (1): Incorporation

Pursuant to these Articles of Association, [Company name], owned by [Capital owner’s name], is hereby incorporated as a one-person limited liability company. It may subsequently be established as a company of Syrian nationality. The company shall be subject to the Companies Law promulgated by Legislative Decree No. (29) of 2011, the implementing instructions issued thereunder, 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 that do not conflict with these Articles of Association.
Founder of the company: The company is incorporated by its owner according to the following particulars:

Founder’s name	Nationality	Personal identity card, passport, or commercial register number	Elected domicile
[Founder’s name]	[Nationality]	[Number]	[Address]

Article (2): Purpose of the Company

The purpose of the company is [Company purpose], and everything related or ancillary thereto.

Article (3): Company Name

The name of the company is: [Company name] One-Person Limited Liability Company.

Article (4): Head Office and Branches

The company’s head office shall be located in [Governorate name]. It may establish branches or open offices in all governorates of the country and abroad, and such establishment or opening shall be published in the company’s commercial register.

Article (5): Term of the Company

The term of the company shall be [Number of years] calendar years, commencing on the date of its incorporation. It may be extended for further periods, and the extension of the term shall be subject to the publication procedures prescribed by law.

Article (6): Publication of the Company

These Articles of Association shall be published by registration with the Commercial Register Office. The company shall not acquire legal personality until it has been published.

Article (7): Capital of the Company

The company’s capital is fixed at [Capital amount] Syrian pounds only, consisting of cash contribution(s) in the amount of [Cash contribution amount] Syrian pounds and an in-kind contribution in the amount of [In-kind contribution amount] Syrian pounds.
The capital owner declares that he owns the entire capital of the company, that the cash contribution has been deposited in full with an authorized bank in the Syrian Arab Republic pursuant to a bank notice, and that ownership of the in-kind contribution shall be transferred into the name of the company within sixty days from the date of issuance of the ratification decision. The concerned person shall submit a declaration undertaking to transfer ownership of the in-kind contribution within the specified period, and its value shall be assessed in accordance with the provisions of the Companies Law.
The capital owner shall be jointly and severally liable, together with the accounting entity that assessed the in-kind contribution, for the accuracy of that value vis-à-vis the Ministry and third parties.
The company’s capital may be increased pursuant to an amendment application signed by the company’s founder or his legal representative, submitted to the Companies Department at the Ministry or to the Companies Departments in the governorates. The increase shall be paid in one installment within a period not exceeding thirty days from the date of issuance of the increase decision.

Article (8): Management

The capital owner shall manage the affairs of the company. He may appoint one or more third-party managers who shall be responsible for its management before the owner and shall perform their duties in accordance with the powers assigned to them by the law and these Articles of Association. Their particulars are as follows:

Manager’s name	Nationality	Personal identity card or passport number	Address and elected domicile for service
[Manager’s name]	[Nationality]	[Number]	[Address]

The company manager shall have full powers to manage it unless the Articles of Association or his appointment instrument specify his powers. The manager’s acts shall be binding on the company, provided that they are undertaken together with the capacity in which he acted. A decision by the capital owner to change the manager or restrict his powers shall not be effective against third parties until it has been published in the Commercial Register. The capital owner may authorize the manager to represent the company before third parties and before the courts. The manager must satisfy the conditions set out in Article (67/2) and Article (70) of the Companies Law.
The powers of the company manager must be specified where he is not the capital owner, so that he is not permitted to dispose of its funds except with the capital owner’s approval, as a safeguard for third parties’ funds. If the manager violates this requirement without the capital owner’s approval, he shall be liable with his own funds vis-à-vis third parties for the consequences of his act.

Article (9): Liability of the Company’s Capital Owner

The company’s capital owner shall not be liable for its obligations except to the extent of its capital.
The company’s capital owner shall be liable for all of its obligations from his own funds if, in bad faith, he liquidates it or suspends its activity before the expiry of its term or before achievement of the purpose for which it was incorporated.
The capital owner shall be liable from his own funds if he fails to separate his personal interest from the company’s interest.
Neither the capital owner nor the company manager may borrow from the company or incur debts from it. Nor may the company’s funds be disposed of except for the achievement of its purposes, under the liability of the owner, the manager, and the auditor.

Article (10): Auditor

The company’s capital owner must appoint an auditor from the roster of certified public accountants approved by the Ministry of Finance. The auditor shall perform his duties in accordance with Article (79) of the Law for one financial year, renewable.
In addition to the provisions of Article (185) of the Law, the auditor may not be the company’s capital owner or manager, nor a relative or in-law of either of them up to the fourth degree.
The auditor shall have the rights and bear the duties and liabilities specified in the Law, these Articles of Association, and Law No. (33) of 2009 Regulating the Profession of Auditors. The auditor shall be liable for the accuracy of the information contained in his report, and liability shall be joint and several where there is more than one auditor.

Article (11): Submission of the Financial Statements

At the end of each financial year, the capital owner or the company manager must prepare and submit the company’s balance sheet, profit and loss account, and a report on the company’s activity during the completed financial year and its financial position to the auditor. The capital owner must sign all such documents.
The capital owner or the company manager shall submit the accounts, closing balance sheet, annual report, and auditor’s report, approved by him, during the first months of each financial year to the Companies Directorate or the Directorates of Economy and Trade in the governorates.

Article (12): Company Accounts and Finances

The company’s financial year shall follow the calendar year, commencing on the first day of January and ending on the last day of December of each year.
The first financial year shall be excluded from this rule; it shall commence on the date of the company’s final incorporation and end on the last day of the month specified as the end of the following financial year.
The company’s accounts shall be prepared in accordance with International Financial Reporting Standards, and its accounts shall be audited in accordance with International Standards on Auditing.

Article (13): Right to Inspect the Company’s Books

The auditor shall have the right, at any time, to inspect the company’s books, registers, and documents and to request any information he considers necessary. He may verify the company’s assets and liabilities. If he is unable to exercise these rights, he must record this in writing in a report submitted to the Ministry, with a copy sent to the capital owner.

Article (14): Auditor’s Opinion

The auditor must meet with the capital owner, explain his opinion to him on all matters relating to his work, particularly the company’s balance sheet, and read his report to him. The report must include all information required under the Companies Law concerning a one-person limited liability company. The capital owner may request explanations from the auditor regarding the facts stated in his report.

Article (15): Depreciation

A percentage determined annually by the capital owner shall be deducted from net profits for the depreciation of the company’s assets or compensation for any reduction in their value. These funds shall be used to repair or purchase the materials, machinery, and installations required by the company, according to the percentages approved by the Ministry of Finance.

Article (16): Net Profits

Net profits shall be distributed as follows:

At least (10%) of the net profits shall be deducted annually and allocated to the mandatory reserve until it reaches (25%) of the company’s capital. If the mandatory reserve falls below the stated percentage, the deduction must be resumed until that percentage is reached.
The remainder of the annual net profits shall accrue to the capital owner, who shall be entitled to deduct part thereof for the optional reserve for use in the purposes he determines.

Article (17): Dissolution of the Company

The company shall be dissolved in any of the following cases:

Expiry of the company’s specified term.
Completion of the project constituting the company’s subject.
Publication of the company’s bankruptcy.
Dissolution of the company by judicial ruling.
Merger of the company into another company.
In the event of the death of the capital owner, ownership of the company shall devolve upon the heirs, unless its Articles of Association provide otherwise or the heirs agree to continue it among themselves as a limited liability company. In this case, the company shall lose its status as a one-person limited liability company, and the procedures shall be completed in accordance with the Companies Law.
If the capital owner is a legal person and it is dissolved and liquidated, the one-person company affiliated with the dissolved company may continue by agreement of the partners, unless the Articles of Association provide otherwise, provided that its status is regularized within one year from the date of issuance of the decision to dissolve the company.

Article (18): Liquidation of the Company

The liquidation of the company, appointment of the liquidator, publication of the company’s liquidation, management of the company during liquidation, invalidity of dispositions during liquidation, and the liquidator’s duties, liability, dismissal, and completion of the liquidation shall be governed by the Law.
Any funds and assets remaining after full payment of the company’s obligations and debts shall devolve upon the capital owner.

Article (19): General Provisions

The company shall, by operation of law, have Syrian nationality and shall enjoy legal personality upon its publication.
The company shall enjoy the rights granted to Syrians, except for those inherently attached to a natural person.
The company must state its name, capital, head office, legal form, and registration number in the Companies Register on all papers issued by it and in its advertisements, in addition to any other information required by law 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 twenty-five thousand Syrian pounds.
Its owner may assign the entire one-person limited liability company to one or more other persons in accordance with the Companies Law.
The one-person limited liability company may change its legal form into a limited liability company consisting of several partners or into a private or public joint-stock company, in accordance with the Companies Law. It may also merge with any other similar or dissimilar company in accordance with the Law.

Article (20): Applicable Law

In all matters not addressed by these instructions or the company’s Articles of Association, the company shall be subject to the provisions of the Companies Law promulgated by Legislative Decree No. (29) of 2011 relating to limited liability companies.
The company shall be subject to all current and future Syrian legislative provisions.

Signature of the founder or his authorized representative: [Signature]

Signed in my presence.