- A Private Shareholding Company is comprised of two or more persons. However, The Minister may, upon a justified recommendation of the Controller, agree to the registration of a Private Shareholding Company formed of one person, or that the number of its shareholders may become one.
- The financial liability of a Private Shareholding Company is considered independent of that of its shareholders.
- The Company with its property and assets shall be exclusively liable for its debts and obligations. A shareholder shall be liable to the Company for such debts and obligations only in the value of his shares in its capital.
- The Company name shall not conflict with its objectives provided that it shall be followed by the term (Private Shareholding Company LTD), wherever it may be mentioned. The Company name may be that of a natural person if its objective is to invest a patent duly registered in the name of such person.
- The duration of a Private Shareholding Company is unlimited unless its Articles and Memorandum of Association specify otherwise. Then, its period shall end by the conclusion of the period or business specified thereto.
- The capital of a Private Shareholding Company shall be the total nominal values of the Company shares provided that the subscribed capital shall not be less than JD50, 000, and shall be specified in Jordanian Dinars.
- Subject to the Securities Law, a Private Shareholding Company may issue shares, corporate bonds, and other securities.
- The Company may decide to list its securities at the Stock Market and to negotiate same in accordance with the regulations and instructions issued by the Securities Commission.
- The management of a Private Shareholding Company shall be carried out by a Board of Directors. The Company Memorandum of Association will determine the number of the Board of Directors’ members, its membership qualifications, means of filling vacancies, its powers and remunerations, the method of its appointment or election, the means of convening its meetings and decision taking, and its term which should not exceed four years.
- The Board of Directors shall elect a chairman and a vice-chairman from amongst its members. It shall also appoint a secretary from amongst its members or others. The chairman shall have a casting vote in the case of a tie in votes, unless the Memorandum of Association provides otherwise.
- The Board of Directors shall designate the Company authorized signatories in conformity with the Company Articles and Memorandum of Association at the first meeting it holds after it is elected, provided that this is completed in a period that does not exceed a week from the date of the Board’s election.
Ps. Kindly note that The Non-Jordanians Investment Regulation states that:
The non-Jordanian investment shall not be less than (JD50,000) fifty thousand Jordanian Dinars or the equivalence thereof, with the exception of participating in public shareholding companies.
Power of Attorney Form
| Service | Official Fees | Profession Fees | Total |
|---|---|---|---|
| Filing Private Shareholding Company , (provided that Article and Memorandum of Association to be prepared by our office) | .002 of the value of the Company’s Capital taking into consideration that the minimum fees should not be less than 1420 US$ | 200.00 | Depending on the Companies Capital |
| Capital increase fees | 0.002 Of the value of any increase that may occur | 500.00 | Depending on the value of the capital increase |
| Stamp duty | 0.003 | ——– | Depending on the Companies Capital |
| Foreign Name Registration Fees | 710.00 | 1000.00 | 1710.00 |
| POA deposition fees | 15.00 | ——– | 15.00 |
| Article and Memorandum of Association Deposition Fees | 15.00 | ——– | 15.00 |
| Fees for the issuance of the Company Registration Certificate | 15.00 | 100 | 115 |
| Reviewing Company’s File At CCD (Companies Control Department) | 30 | 150 | 180 |
| Filling any documents at CCD | 15 | 100 | 115 |
| Any amendments after registration | 30 | 150 | 180 |
| Mortgage / release mortgage | 30 | 150 | 180 |
| Photocopying any document of the company file at the CCD | 8 | 52 | 60 |
| Authentication of any document of the company file from CCD | 8 | 52 | 60 |
| Publication fees in the official Gazette | 20 | 50 | 70 |
| Company Name & Trade name Search | 10 | 80 | 90 |
| Publication in daily newspaper | Upon Actual Cost | ——– | Upon Actual Cost |
| Liquidation of Public Shareholding Company and appointing a liquidator | 185.00 | 2500.00 | 2685.00 |
Kindly note that the above quoted charges are all inclusive, of both (official and professional fees), however, our charges may be subject to increases due to changes in the official fees or exchange rates.
Registration requirements:
§ Personal identification card for Jordanian.
§ Passport for non-Jordanians.
§ An Application for Registration (prepared by our office).
§ Articles and Memorandum of Association signed by the Founders (prepared by our office).
§ Bank Statements includes the shareholding deposition of full value of their shareholding (subscribed capital).
§ The shareholding of foreign partner shall not be less than JD.(50000)
§ Power of attorney notarized and legalized up to the Jordanian Consulate of the applicant country (Suitable form will be provided).
Shares Transfer requirements:
§ The application of transferring shares, (prepared by our office).
§ The deed of transferring shares, (prepared by our office).
§ A list of partners’ shares before and after the transfer.
§ Non-objection letter from the partners if the shares are sold to a non-partner.
§ The Article and memorandum of association after being amended due to the transaction, (prepared by our office).
§ Personal identification document if the buyer is not from the company’s partners.
§ Power of attorney notarized and legalized up to the Jordanian Consulate of the applicant country (Suitable form will be provided).
Requirements of any Amendments of Private Shareholding Company:
§ The amendments request application
§ The minutes of extraordinary general assembly meeting
§ A list of the meeting’s attendants
§ An invitation addressed to the partners of the meeting + its agenda
§ The Article and memorandum of association after being amended
§ An authorization letter from the company or from official bodies for its representatives – if any.
§ Power of attorney notarized and legalized up to the Jordanian Consulate of the applicant country (Suitable form will be provided).
Requirements for Authenticating copies and documents for Private Shareholding Companies (Any filed document and approved, for example:
– A certified Article and memorandum of association,
– the company’s balance sheet,
– the registration certificate, and other
– “To Whom It May Concern” certificate,
– The minutes of meetings
– Power of attorney notarized and legalized up to the Jordanian Consulate of the applicant country (Suitable form will be provided).
Requirements for Looking at/ reading the file of Private Shareholding Company
– Power of attorney notarized and legalized up to the Jordanian Consulate of the applicant country (Suitable form will be provided).
Requirements for Depositing the balance sheet for Private Shareholding Company
§ The Balance Sheet
§ The minutes of the annual general assembly meeting
§ The report of the General Manger / the Board of Directors
§ An invitation addressed to the partners of the meeting + its agenda
§ A list of the annual general assembly meeting’s attendants showing partners, their shares and their signatures.
§ Power of attorney notarized and legalized up to the Jordanian Consulate of the applicant country (Suitable form will be provided).
Requirements for Transferring inheritance shares for Private Shareholding Company
§ Transferring inheritance shares request application
§ Inheritance shares deed, general cession or private cession deed.
§ List of partners before and after transferring inheritance shares
§ Power of attorney notarized and legalized up to the Jordanian Consulate of the applicant country (Suitable form will be provided).
Requirements To name or amend the borrowing percentage and to issue certificates for Private Shareholding Company
§ An application or a formal request
§ The minutes of extraordinary general assembly meeting
§ A list of the meeting’s attendants and their signatures
§ An invitation addressed to the partners of the meeting + its agenda
§ The Article and memorandum of association after being amended
§ Power of attorney notarized and legalized up to the Jordanian Consulate of the applicant country (Suitable form will be provided)
Requirements for increase or decrease the capital of Private Shareholding Company
§ An application or a formal request
§ The minutes of extraordinary general assembly meeting
§ A list of the meeting’s attendants and their signatures
§ An invitation addressed to the partners of the meeting + its agenda
§ A banking book states that the partners have deposited 50% or the total increase (if the capital is increased)
§ A list of the partners’ shares before and after the increase/ decrease
§ A book from an auditor stating the payment of the previous capital
§ Upon entering new partners, include a copy of their documentations and address the Interior Ministry if necessary.
§ If the capital is to be decreased, a newspaper advertisement should be published in the daily newspaper
§ The Article and memorandum of association after being amended
§ Power of attorney notarized and legalized up to the Jordanian Consulate of the applicant country (Suitable form will be provided).
Requirements for merging two companies or more for Private Shareholding Company
§ The minutes of extraordinary general assembly meeting for each company desires to merge
§ A list of the meetings’ attendants and their signatures
§ An invitation addressed to the partners of the meeting + its agenda
§ The balance sheet for the last two years for each company
§ The Article and memorandum of association after being merged
§ The Contract of Merge.
§ A committee will be formed to assess the assets and liabilities of the two companies to get the net of the partners’ rights for each company and thus gain access to the final value that represents the paid capital of the new company resulting from the merger or the merging company.
§ Power of attorney notarized and legalized up to the Jordanian Consulate of the applicant country (Suitable form will be provided).
Requirements for amortize losses for Private Shareholding Company
§ The minutes of extraordinary general assembly meeting
§ A list of the meeting’s attendants and their signatures
§ An invitation addressed to the partners of the meeting + its agenda
§ A book from the auditor of the company stating the partners’ current accounts before and after amortizing the losses and how they are formed or depositing cash in the company’s account if there is no current accounts
§ Power of attorney notarized and legalized up to the Jordanian Consulate of the applicant country (Suitable form will be provided).
Requirements of canceling the registration of Private Shareholding Company
§ An application for canceling the company according to article 277 signed by the partners stating the reasons
§ Letter from the Company’s auditor that the Company has not engaged in any work, up to date.
§ A Declaration states that the company did not deal in international stock markets.
§ If more than two years have passed, clearance letters are required from the related authorities(social security, sales and income tax, customs, the central registry, great Amman Municipality), and the company’s balance sheets must be deposited.
§ A Book from the partners undertaking to pay any obligations arises in the future
§ Power of attorney notarized and legalized up to the Jordanian Consulate of the applicant country (Suitable form will be provided).
Requirements for liquidate Private Shareholding Company
§ An application or a formal request
§ The minutes of extraordinary general assembly meeting that includes the decision of liquidation and the appointment of the company’s liquidator
§ A list of the meeting’s attendants and their signatures
§ An invitation addressed to the partners of the meeting + its agenda
§ A Declaration states that the company did not deal in international stock markets
§ The company’s balance sheets must be deposited
§ Advertisement to be published in two papers then another advertisement to be published in two papers for two times between them 15 days.
§ Clearance letters from the following bodies: social security, sales and income tax, customs, the central registry, great Amman Municipality.
§ Clearance letters from the partners that they have received their rights.
§ A commitment from the liquidator to pay the company’s liabilities.
§ A final report from the company’s liquidator.
§ Power of attorney notarized and legalized up to the Jordanian Consulate of the applicant country (Suitable form will be provided).
Requirements To transform the Type of the company
§ An application or a formal request
§ In the case of the transform from a Limited liability company to a Public Shareholding Company, the minutes of extraordinary general assembly meeting and a list of the meetings’ attendants must be deposited
§ Depositing the balance sheet for the last two years audited by an auditor
§ An advertisement must be published in the newspaper.
§ Power of attorney notarized and legalized up to the Jordanian Consulate of the applicant country (Suitable form will be provided).
