الاستثمار في سوريا: دليل قانوني عملي للمستثمرين الأجانب

Executive Note

Syria is again open to foreign capital in a way that would have been difficult to contemplate only a short time ago. The important qualification is that legal permission and transactional readiness are not the same thing. A project may be lawful under Syrian investment law and still encounter difficulty because the selected vehicle is unsuitable, the land cannot support the proposed transaction or financing, a counterparty presents a sanctions or compliance problem, imported equipment requires an export authorisation, or the contemplated payment route proves unworkable.

For that reason, incorporation should not ordinarily be the starting point. The proposed activity, ownership chain, site, movement of funds and intended exit should first be understood, with the legal structure then developed around those facts.

This handbook is intended as a concise practical guide and not as a substitute for advice on a particular transaction. Syrian legislation and administrative practice continue to develop, as do the foreign sanctions, export-control and banking considerations relevant to Syria. Material assumptions should therefore be checked before an investment commitment is made and again before funds, goods or technology are transferred.

1. The Legal Landscape Has Changed — but It Is Not “Risk-Free”

The central investment statute remains Investment Law No. 18 of 2021, materially amended by Law No. 2 of 2023 and Presidential Decree No. 114 of 2025. Decree 114 did considerably more than adjust the available incentives. It recast the institutional framework around the Syrian Investment Authority, strengthened a number of investment guarantees, reinforced the role of the Investor Services Centre, introduced procedural time limits for investment licensing, broadened certain customs and tax incentives, and confirmed arbitration among the available means of resolving investment disputes.

For foreign investors, one of the most significant reforms is the acceptance of full foreign ownership for many projects. It should not, however, be treated as a rule applicable without qualification. Sector-specific legislation continues to govern regulated activities. Banking, insurance, communications, energy, security-related activities, real-estate development and other strategic sectors may involve separate licensing, capital, ownership, nationality or approval requirements.

There is also a broader institutional consideration. Syria remains in a period of substantial legal and administrative transition. Ministries, public bodies and state-owned enterprises have been reorganised at considerable speed. The energy sector, for example, was consolidated under a Ministry of Energy during 2025–2026 and new state holding structures were established for petroleum and electricity. Company-registration procedures have likewise been simplified and increasingly moved online.

For an investor, the practical consequence is that it is unsafe to rely on an old organisational chart, an earlier practice note or even an approval pathway used successfully in a previous transaction. The law in force, the identity and competence of the responsible authority and the applicable implementing arrangements should be confirmed when the relevant filing or approval is required. This assumes particular importance where governmental responsibilities have recently been transferred or reorganised.

2. Start With the Transaction, Not the Company

A common starting question is whether a foreign investor can own 100% of the proposed business. That question is important, but it comes too early if the activity itself has not first been analysed.

The appropriate legal route depends principally on what the investor proposes to do, the expected duration of its presence, whether it needs to contract and invoice locally, whether the activity is regulated, and how capital, operating revenues and eventual profits are expected to move.

A Syrian limited liability company will often be a practical choice for an operating business requiring local employees, premises, invoicing, banking and a continuing commercial presence. A private or public joint-stock company may be more appropriate for a larger or capital-intensive project or where sector regulation makes that form preferable. Joint ventures may be contractual or incorporated, although a contractual arrangement is not necessarily a simpler legal proposition once governance, funding, deadlock, tax, sanctions and exit arrangements are taken into account.

A foreign company may also establish a branch, representative office or another permitted form of non-incorporated presence under the applicable foreign-establishment framework. A branch can be useful where the foreign parent wishes to contract directly while maintaining its own commercial identity. A representative office is more limited and should not be used as a substitute for an operating vehicle where revenue-generating activities are intended.

In practice, the sequence is normally to confirm that the proposed activity is legally open, identify the competent sector authority, determine whether treatment under the Investment Law is advantageous, establish or register the appropriate vehicle, complete the necessary commercial, tax, labour and social-security registrations and put the operating banking arrangements in place. Where the activity is separately licensed, incorporation does not by itself confer authority to commence business.

3. The Investment-Licence Route: What It Gives — and What It Does Not

The Syrian Investment Authority is the principal facilitation body for projects seeking treatment under the Investment Law. Decree 114 of 2025 strengthened both its position and the role of the Investor Services Centre. Under the amended framework, the competent authorities are required to operate within the prescribed procedural timetable and, once the required file is complete and the applicable fees have been paid, the decision on an investment licence is not to exceed thirty working days.

For priority and capital-intensive projects, an investment licence may be valuable because it brings the project within an established package of guarantees, incentives and administrative coordination. The amended legislation provides, among other matters, judicial safeguards concerning attachment and expropriation, protection against certain new administrative burdens during the establishment phase, a cure period before cancellation of a licence, and recognition of arbitration, mediation and the competent courts as means of dispute resolution.

The incentives themselves remain project-specific. Decree 114 expanded customs relief in relation to categories including industrial machinery and production lines, real-estate development equipment and certain medical equipment, while providing or preserving significant income-tax reductions for qualifying projects. Those benefits need to be tested against the classification of the particular project and the implementing instructions issued in November 2025. They should not be assumed merely because the investment is foreign.

It is equally important not to mistake an investment licence for a comprehensive operating licence. The Syrian Investment Authority facilitates and coordinates the investment process, but sector regulation remains applicable. An energy project continues to require the relevant energy approvals, a telecommunications project the necessary communications authorisations, a real-estate development the relevant land and planning approvals, and a banking project the approvals required under the financial-sector regime.

4. Ownership, Land and Sector Controls

For ordinary non-financial activities, it is now reasonable to begin from the proposition that full foreign corporate ownership may be available unless the legislation governing the particular activity provides otherwise. The exact activity should nevertheless be tested against the relevant sector rules before the shareholding structure is settled.

Land requires a separate analysis. The fact that a Syrian company may lawfully be wholly foreign owned does not mean that the acquisition or use of a particular parcel of land is necessarily unrestricted. Title, cadastral history, zoning and planning status, easements, occupation, expropriation exposure and any relevant security approvals should be investigated before the investor becomes unconditionally committed under a land acquisition, long lease, development agreement or financing arrangement.

This is particularly important in reconstruction and real-estate development. The available sector material identifies title clarity, land status, zoning and approval sequencing as material execution issues, and in July 2026 the Syrian Investment Authority publicly reaffirmed its role in the regulation of real-estate development projects under the investment framework. In transactions where the site is fundamental to the project, satisfactory land due diligence should ordinarily be dealt with as a condition to commitment rather than an administrative exercise left until closing.

Sector regulation also affects the form in which foreign capital can most sensibly enter the market. Electricity and energy projects may be structured through service, EPC, consortium, PPP, BOO or BOT arrangements, depending upon the project and counterparty. In oil and gas, technical services, equipment supply and specifically negotiated project structures may presently provide more realistic entry routes than assumptions derived from legacy production-sharing arrangements. Telecommunications and digital services can offer less capital-intensive opportunities, but licensing, data governance, cybersecurity and infrastructure constraints remain relevant. Banking continues to operate under a distinct financial-sector regime, including its own ownership, capital and licensing requirements.

5. Banking and Foreign Exchange: The Legal Right Is Only Half the Analysis

A foreign investor may have a legal entitlement to inject capital, maintain foreign-currency accounts and transfer lawful profits and nevertheless encounter difficulty in executing the corresponding payments. There is no inconsistency in this. Investment and company law establish legal rights; the banks involved in the payment chain, their correspondent institutions and the regulators to which they are subject determine whether a particular transfer can in practice be processed.

Syrian banks will ordinarily require corporate KYC documentation, beneficial-ownership information, authorised-signatory details, an explanation of the commercial purpose of the transaction and satisfactory evidence concerning source of funds. Sanctions and broader risk screening will also form part of that process. A transfer that is permissible as a matter of Syrian law may therefore be delayed or declined because the originating bank, receiving bank or an intermediary correspondent applies a more restrictive risk policy.

Profit repatriation should consequently be considered when the investment is structured, rather than when the first dividend becomes payable. Capital-injection records, shareholder resolutions, audited accounts, tax clearances, underlying contracts and payment descriptions should be capable of presenting a coherent transaction history. The same consideration applies to liquidation proceeds, intercompany payments, management or service fees and remuneration of foreign personnel. Decree 114 expressly permits non-Syrian workers to transfer their wages, allowances and end-of-service compensation abroad, but the banking and documentary requirements applicable to the transfer remain relevant.

Before the principal investment documents become unconditional, the investor should therefore have identified a credible route for the expected capital inflow and the principal categories of outflow. Where the circumstances permit, the contemplated route should be discussed with the banks expected to participate in it. Correspondent-bank feasibility is a poor issue to discover for the first time immediately before closing.

6. Sanctions and Export Controls: “Syria Sanctions Lifted” Is Too Broad a Statement

The sanctions environment is substantially more favourable to legitimate investment than it was before mid-2025, but the position is not uniform between jurisdictions.

The United States terminated its broad Syria sanctions programme with effect from 1 July 2025 and removed the former Syrian Sanctions Regulations from the Code of Federal Regulations in August 2025. The Caesar Syria Civilian Protection Act was repealed on 18 December 2025. On 24 August 2026, the United States rescinded Syria's designation as a State Sponsor of Terrorism. Hay'at Tahrir al-Sham was also removed from the SDN List as a Specially Designated Global Terrorist, and General Licence 25 was revoked as no longer necessary. Targeted U.S. sanctions nevertheless remain applicable to designated persons and other actors under separate authorities.

Export controls require a separate analysis. BIS continues to regulate exports and reexports to Syria under the Export Administration Regulations. Since September 2025, most EAR99 items may qualify for the Syria Peace and Prosperity licence exception, while items on the Commerce Control List remain subject to applicable licensing requirements unless another exception is available. End-use and end-user controls also continue to apply. Projects involving technology, telecommunications, energy, aviation or industrial equipment should therefore address U.S.-origin content and classification before procurement commitments are made.

The European Union lifted its economic sanctions on Syria in May 2025 while retaining targeted restrictive measures against persons and entities associated with the former Assad regime and on security grounds. In May 2026, the Council renewed the relevant targeted measures until 1 June 2027 while delisting additional entities. EU-linked transactions therefore continue to require list screening and ownership and control analysis notwithstanding the wider economic opening.

The United Kingdom has taken a different course. Its Syria sanctions regime remains in force, although it has been substantially amended. Further trade restrictions were removed in April 2026, but targeted asset freezes and specified trade restrictions remain, including controls relating to chemical and biological weapons-related goods, internal-repression items and interception and monitoring equipment. A transaction acceptable from a U.S. or EU perspective should therefore not be assumed to produce the same conclusion under UK rules.

The practical exercise is to determine which sanctions and export-control regimes have jurisdiction over the proposed transaction and then screen the persons, ownership chain, banks, material intermediaries, goods, software and technology accordingly. Ownership and control tests are as important as name matching. The analysis should also be recorded in a form capable of being reviewed later by a bank, auditor, compliance officer or regulator.

This is not necessarily a one-time exercise. A clearance undertaken when negotiations begin may cease to be reliable if the ownership structure, counterparties, applicable lists, export classification or regulatory position changes before closing or shipment. Material sanctions and export-control conclusions should therefore be checked again at the point at which the relevant transaction is to occur.

7. AML, Source of Funds and Reputational Due Diligence

Syria remained among the jurisdictions under FATF increased monitoring in the statement issued on 19 June 2026. Its position is somewhat unusual in that FATF had previously concluded that Syria had substantially addressed its technical action plan, while the required on-site verification had not been possible because of the security situation. During 2026, the Syrian authorities also began updating the national AML/CFT and counter-proliferation framework with the stated objective of improving international compliance readiness.

For a foreign investor, enhanced due diligence should therefore be expected. The complete ownership chain, political exposure, source of wealth and source of funds should be established. Litigation, insolvency, sanctions and material adverse-media history should be considered, as should the manner in which a local counterparty acquired important assets and whether property, concessions or business interests may be affected by earlier confiscation, corruption allegations or unresolved third-party claims.

The relevant question is wider than whether a person's name appears on a sanctions list. A counterparty may present a level of banking or reputational risk that is unacceptable to the investor or its financial institutions without being formally designated. This is especially relevant in acquisitions of existing businesses, brownfield investments, distressed property and transactions involving assets with an opaque historical ownership chain.

FATF increased-monitoring status also has a practical banking consequence. Correspondent and receiving banks may apply enhanced controls or a more conservative risk appetite independently of whether the particular transaction is lawful and sanctions-compliant. AML due diligence and the proposed banking route should therefore be considered together.

8. Tax, Labour, Customs and Operational Compliance

A Syrian company or registered branch will require tax registration and continuing accounting compliance. The actual tax treatment depends on the activity, legal form, source of income and the incentives, if any, applicable to the investment. Before a headline exemption or tax rate is incorporated into the financial model, the project's classification, taxable base, withholding exposure, payroll obligations and the documentation required for eventual repatriation should be confirmed.

Foreign personnel require the appropriate work and residence authorisations. The Labour Law and its implementing rules also operate alongside the investment framework's local-employment requirements. Decree 114 provides, as a general rule, for investment projects to employ Syrian labour for at least 60% of their workforce, while allowing a reasoned exception where the required skills are unavailable locally. The staffing model should therefore be considered during the licensing process rather than after recruitment has begun.

Customs law is an area in which the speed of reform is particularly visible. The April 2026 Investor's Handbook reviewed in preparing this publication referred to Customs Law No. 38 of 2006. That reference has since been overtaken by Presidential Decree No. 109 of 2026, which introduced a new General Customs Law and replaced Laws Nos. 37 and 38 of 2006, as amended.

Current advice on importation, classification, valuation, warehousing and customs enforcement should consequently be based on the 2026 legislation and its applicable implementation. More generally, procedural guidance in a reforming market can become outdated quickly. Relevant legislation and administrative requirements should be checked again when goods are shipped, licences are sought and payments are made, rather than only when the original investment memorandum is prepared.

9. Contracting, Dispute Resolution and Enforcement

Contract drafting assumes greater importance, rather than less, in a transitional market. Governing law, currency, payment security, tax allocation, change in law, sanctions, force majeure, access to land, licences, step-in rights, termination compensation and dispute resolution should be negotiated as substantive commercial provisions rather than left to standard boilerplate.

The amended Investment Law recognises amicable settlement, mediation, arbitration under applicable laws and international conventions, and recourse to the competent courts. Syria is also a party to the New York Convention, which remains relevant to the recognition and enforcement of foreign arbitral awards, subject to the Convention itself and the applicable domestic procedure.

The choice of arbitral seat should not be understood as a judgment on Syrian arbitration or Syrian practitioners. It is one part of the risk allocation for the particular transaction. In a substantial cross-border project, the appropriate seat, institution, governing law and enforcement arrangements should be considered by reference to the identity of the counterparty, location of assets, financing structure and jurisdictions in which an eventual award may have to be enforced. A Syrian seat may be entirely suitable for one transaction, while an offshore seat may better serve the enforcement architecture of another.

Where the counterparty is a public body or state-owned enterprise, additional questions arise concerning authority to contract, procurement requirements, public-law or sovereign constraints, security over assets and limitations on enforcement. An otherwise well-drafted arbitration agreement cannot remedy a defective authority chain or an underlying payment obligation that is incapable of practical enforcement.

10. A Practical Pre-Entry Checklist

Before capital is committed, the investor should ordinarily be in a position to answer the following questions:

• What precisely is the proposed activity, and which authority regulates it?
• Is the intended ownership structure permitted under the legislation governing that activity?
• Should the investment be made through a Syrian company, branch, contractual joint venture or another structure?
• Would an investment licence from the Syrian Investment Authority materially benefit the project, and which incentives actually apply?
• Have title, zoning, planning status and any security-sensitive issues affecting the project site been independently checked?
• Have the shareholders, beneficial owners, counterparties and material intermediaries been subjected to appropriate sanctions, AML and reputational due diligence?
• Which U.S., EU, UK or other export-control rules may apply to the goods, software, technology and services involved?
• Is there a workable banking route for the injection of capital, operating payments and eventual repatriation?
• Are the tax, customs, payroll, foreign-labour and social-security assumptions reflected accurately in the financial model?
• Does the principal contract deal adequately with changes in law, sanctions, payment risk, permits and force majeure?
• Does the dispute-resolution arrangement correspond with a realistic enforcement strategy and an understanding of where recoverable assets are likely to be located?
• What is the legal and commercial exit route if the project does not proceed as contemplated?

Closing Perspective

Syria's investment environment in September 2026 is materially more open than the legal and sanctions environment that existed before mid-2025. That opening presents genuine opportunities, but it does not remove the need for careful transaction planning.

The projects most likely to withstand legal, regulatory and financing scrutiny will be those in which ownership is transparent, rights to the relevant land have been verified, the activity is properly licensed, the movement of funds has been considered in advance, counterparties have been adequately screened, supply arrangements comply with applicable export controls and the principal contracts provide a workable route to enforcement.

The question for a foreign investor is therefore no longer simply whether Syria is open or closed as a jurisdiction. The more useful inquiry is whether the particular project can be structured so that it is legally permissible, operationally and financially workable, and capable of enforcement on terms acceptable to the investor, its lenders and the financial institutions through which the transaction must ultimately pass.

For a growing number of projects, that can now be achieved. The quality of the result will depend less on the general proposition that Syria has reopened to investment than on the legal and commercial work undertaken before the capital is committed.

Key Legal and Regulatory References

The following identifies the principal legal and regulatory materials relevant to this handbook. It is not intended to be exhaustive. Given the continuing development of Syrian legislation, institutional arrangements and foreign sanctions and export-control regimes, the current text and application of the relevant materials should be checked when advice is given on a particular transaction.

Syrian legislation and regulatory framework

• Investment Law No. 18 of 2021, as amended by Law No. 2 of 2023 and Presidential Decree No. 114 of 2025, together with the implementing instructions issued in November 2025.
• Legislative Decree No. 29 of 2011 (Companies Law).
• Law No. 34 of 2008 concerning foreign establishments, branches and representative offices.
• Presidential Decree No. 109 of 2026 (General Customs Law).
• Labour Law No. 17 of 2010 and applicable implementing provisions concerning foreign labour.
• Social Insurance Law No. 92 of 1959, as amended.
• Applicable sector legislation and regulations governing, among other matters, banking and financial services, energy, petroleum, electricity, telecommunications and real-estate development.

United States

• Executive Order 14312 of 30 June 2025 and the measures implementing the termination of the broad Syria sanctions programme with effect from 1 July 2025.
• U.S. Department of the Treasury, Office of Foreign Assets Control, current PAARSS guidance and applicable restricted-party measures.
• Repeal of the Caesar Syria Civilian Protection Act through the National Defense Authorization Act for Fiscal Year 2026.
• U.S. Department of Commerce, Bureau of Industry and Security, Export Administration Regulations, including the provisions applicable to Syria and relevant end-use and end-user controls.
• Applicable U.S. measures and guidance following the rescission of Syria's State Sponsor of Terrorism designation on 24 August 2026.

European Union

• Applicable Council and EU legal measures concerning Syria, including the May 2025 lifting of economic sanctions and the targeted restrictive measures retained thereafter.
• Council measures adopted in May 2026 renewing relevant targeted restrictions until 1 June 2027, together with subsequent amendments to the applicable lists.
• Relevant EU ownership and control requirements and applicable Official Journal measures.

United Kingdom

• The Syria (Sanctions) (EU Exit) Regulations 2019, as amended through 2026.
• Applicable UK statutory sanctions guidance and the UK Sanctions List.

AML/CFT

• Financial Action Task Force, Jurisdictions under Increased Monitoring, 19 June 2026.

Arbitration and enforcement

• Convention on the Recognition and Enforcement of Foreign Arbitral Awards 1958 (New York Convention).

This handbook provides general legal and regulatory information and is not intended as advice on a particular investment or transaction. The applicable Syrian and foreign legal, regulatory, sanctions, export-control, banking and compliance position should be considered on the facts of the particular matter and checked at the time the relevant commitment or transaction is made.