Decree No. (189) of 2025
President of the Republic
Based on the provisions of the Constitutional Declaration.
And Law No. (3) of 2024.
And Legislative Decree No. (29) of 2011 and its amendments.
And Law No. (18) of 2021 and its amendments.
And Decree No. (114) of 2025.
And in accordance with the requirements of the supreme national interest.
The following is decreed:
Chapter One
Definitions
Article (1): For the purposes of this Decree, the following words and phrases shall have the meanings assigned to them below:
Ministry: The Ministry of Energy.
Minister: The Minister of Energy.
Company: The Syrian Petroleum Company (SPC).
Board: The Board of Directors of the Company.
Chief Executive Officer: The Chief Executive Officer of the Company.
Sector: The oil and gas sector in all its production, service, and support activities.
Chapter Two
Establishment, Objectives, and Tasks
Article (2): A public holding company of an economic nature, wholly owned by the state, called the “Syrian Petroleum Company (SPC),” is hereby established in the Syrian Arab Republic. It shall have legal personality and financial and administrative independence, and its headquarters shall be in Damascus.
Article (3):
A- The company established by this decree shall replace the General Petroleum Corporation and its subsidiaries, and the General Refining Corporation and its subsidiaries, in all their rights and obligations, wherever mentioned in texts, provisions, contracts, or agreements ratified by legislative texts. This includes all contracts, agreements, and financial, administrative, and technical rights and obligations.
B- The name of the Syrian Petroleum Company (SPC) shall replace the names of the General Petroleum Corporation and the General Refining Corporation wherever mentioned in decisions or legislative instruments.
C- The management of technical institutes and vocational schools, including their movable and immovable assets and facilities, shall remain under the supervision and administration of the Ministry.
Article (4): This decree aims to achieve the following:
A- Developing a professional investment environment based on efficiency, quality, and integration at all stages of investment between the company and its subsidiaries, making it the leading national arm in the sector.
B- Enabling good governance, transparency, and accountability in managing the sector in accordance with best international practices.
C- Entering global oil and gas markets and enhancing competitiveness at the regional and international levels.
Article (5): The company shall undertake the following tasks:
A- Proposing strategies and plans related to exploration, development, and investment in oil and gas resources, and submitting them to the Ministry for approval.
B- Coordinating with the Ministry in establishing the basic principles and provisions, updating agreements, and announcing areas designated for oil and gas investment and development activities, with the aim of attracting local and international investors.
C- Preparing and signing contracts related to exploration, development, marketing, and improving the sector's profitability, and taking the necessary measures for their issuance and monitoring their implementation.
D- Managing and operating the oil and gas assets and facilities owned by or belonging to the company, including equipment, facilities, and infrastructure, while submitting periodic reports to the Ministry on performance and efficiency.
e) Building national capacities and developing human resources within the company and its subsidiaries, in coordination with local and international training institutions and the Ministry.
f) Adhering to the sustainability and green transformation policy, and conducting environmental impact assessments for all projects and activities related to oil and gas resources, in coordination with the relevant authorities.
g) Managing, monitoring, reviewing, developing, and updating agreements concluded with countries and international organizations.
Chapter Three
Company Management
Article (6): The company is managed by:
a) The Board of Directors.
b) The Chief Executive Officer.
Article (7):
A. The Board of Directors of the Company shall consist of nine members, including the Chairman, as follows:
Minister of Energy (Chairman)
Chief Executive Officer (Member)
Representative of the Supreme Council for Economic Development (Member)
Representative of the Ministry of Finance (Member)
Representative of the Ministry of Economy and Industry (Member)
Representative of the Syrian Investment Authority (Member)
Two experts specializing in the oil, gas, and investment sectors (Members)
A legal expert (Member)
B. The Board of Directors shall be appointed by decree.
C. The Board of Directors shall meet at the invitation of its Chairman at least once every two months, or whenever necessary, upon the request of the Chairman or at least one-third of the members.
D. A meeting of the Board shall only be valid if at least two-thirds of the members are present, including the Chairman or his deputy.
E. Decisions of the Board shall be taken by a majority vote of those present, with the Chairman having the casting vote in the event of a tie. Article (8): The Board of Directors shall undertake the following tasks and responsibilities:
a- Approving the executive plans and programs related to production development and the management of subsidiary companies, in accordance with the proposals of the Chief Executive Officer and in compliance with the national policies determined by the Ministry.
b- Approving the annual budgets, financial statements, and investment plans.
c- Developing risk management strategies and procedures and improving internal control systems to ensure compliance with approved legal and accounting standards.
d- Approving the acquisition of shares, loan bonds, and movable and immovable assets necessary for its operations, and investing its funds in subsidiary companies.
e- Approving partnership and service contracts with local and international companies, including import, export, and marketing contracts, in accordance with legal, commercial, and international standards, and in a manner that does not conflict with the general policies determined by the Ministry.
f- Appointing the annual auditor, determining their fees and compensation, and overseeing the audit and financial review processes.
g- Forming the necessary oversight and regulatory committees to ensure sound governance, including the Audit Committee, the Governance Committee, the Investment Committee, and the Executive Committee, and overseeing their work.
Article (9):
A- The Chief Executive Officer of the company shall be appointed by decree.
B- The Chief Executive Officer shall be the authorizing officer for expenditures, the ordering officer for liquidation and disbursements, and shall be accountable to the Board of Directors, and subject to its approval.