PUBLIC SHAREHOLDING COMPANY

A Public Shareholding Company shall consist of a number of founders not less than two who subscribe for shares that can be listed on the Stock Exchange and may be negotiated and transferred in accordance with the provisions of the Companies Law and any other legislation in force. However, Minister may, upon a justifiable recommendation by the Controller, approve that the Limited Public Shareholding Company be established by one person, or that the Company ownership devolves to one person in the event he purchases all its shares.

• The financial liability of the Public Shareholding Company is deemed independent from the financial liability of each Shareholder therein.
• The Company shall, with its assets and properties, be liable for its debts and obligations and the Shareholder shall not be liable before the Company for such debts and obligations except in proportion of the shares he owns in the Company.
• The name of the Public Shareholding Company is derived from its objectives provided that wherever the name appears it shall be followed by the words “Limited Public Shareholding Company”. The Company shall not be registered in the name of a natural person unless the objective thereof is the exploitation of a patent duly registered in the name of the said person.
• A Limited Liability Company may not offer its shares for public subscription or increase its capital or borrow by subscription.
• The Company shall be managed by a Manager or Management Committee whose members shall not be less than two and not more than seven, whether they are shareholders or others, in accordance with the Company Memorandum of Association for a period of four years. The Memorandum may provide for a shorter period. The Management Committee shall elect a chairman, a deputy chairman and those authorized to sign on behalf of the Company.
• Capital shall not be less than 1 JD unless its objectives require more capital according to the related regulation; AND SHALL BE IN Jordanian Dinars divided into indivisible shares of equal value of not less than one Dinar each

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

• Personal identification card for Jordanian.
• Passport for non-Jordanians.
• An Application for Registration (prepared by our office).
• Articles and Memorandum of Association (prepared by our office).
• The minutes of the Founders’ meeting that includes the election of the founders’ committee which will supervise the Foundation procedures and determine the authorized signatures on the company’s behalf for the incorporation period
• The name of the auditor chosen by the founders for the incorporation period.
• Bank Statements includes the shareholding deposition of full value of their shareholding (subscribed capital).
• Issue the shares for public subscription after registration in favor of Jordan Securities Commission
• 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 Public 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 Public

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 Public 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 Public 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 Public 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 Public 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 Public 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 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 to 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 Public 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 Public 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 Public 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 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 Public 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 is given to 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)

Ridha M. Nasair LLB, LLM
Dima Taan LLB