Chapter Three Subscription and Underwriting of Shares in the Public Shareholding Company
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| Article (99) | Underwriting the Value of the Founders’ Shares | ||
| A- | Upon signing the Articles and Memorandum of Association of a Public Shareholding Company, the founders thereof should underwrite the entire value of the shares subscribed for them, and shall provide the Controller with evidence to that effect provided that the percentage of shares subscribed for by the founders in banks and financial institutions shall not exceed 50% of the authorized capital and that the number of founders therein shall not be less than fifty (50) persons. | ||
| B- | The shareholding of the founder(s) of the Public Shareholding Company upon its founding shall not exceed 75% of the authorized capital. The founder or founders’ committee should offer the remaining shares for subscription as permitted by the Securities Law in force. However, the partners in the companies transformed from Limited Liability or Limited Partnership in Shares or Private Shareholding Company to a Public Shareholding Company may underwrite the complete difference in the authorized capital of the Company or may offer the remaining shares for public or private subscription in accordance with the procedures provided for in the Securities Law. | ||
| C- |
The founders of the Public Shareholding Company are prohibited from subscribing in the shares offered for subscription at the founding stage. However, they may underwrite the remaining shares after the lapse of three days from closing the subscription.
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| D- | In all events, if all shares offered for subscription are not underwritten, the Company may be registered with the number of shares subscribed for provided that the subscribed capital shall not be less than the minimum limit stipulated in Article (95) of this Law and that the number of subscribers is not less then two. | ||
| Article (100) |
The Period during which a Founding Share may not be Disposed of and Exception to this Prohibition
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| A- |
The founding share in the Public Shareholding Company may not be disposed of prior to the lapse of at least two years from the founding of the Company. Any action in violation of the provisions of this Article shall be null and void.
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| B- |
There shall be excluded from the restriction imposed in paragraph (a) of this Article the transfer of founders’ shares to the heirs and between spouses, ancestors and descendants, as well as transfers among the founders themselves, and the transfer of the founders’ share to third parties under a judicial decision, or as a result of selling same at public auction in accordance with the provisions of the Law.
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| Article (101) | Underwriting the Value of shares by an Underwriter | ||
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Subject to the provisions stipulated in any other law, founders of the Public Shareholding Company or its Board of Directors may entrust the underwriting of the Company's shares to one or more Underwriter.
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| Article (102) | Principals of Subscription in Shares | ||
| A- | It is not permitted for more than one person to participate in one subscription application in the offered shares. Fictitious subscriptions or subscription in fictitious names are prohibited and will be considered invalid in any of the cases provided for in this paragraph. | ||
| B- |
Subscription in the shares of the Public Shareholding Company shall take place in a manner that conforms with the provisions of this Law and other applicable laws.
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| Article (103) | Providing the Controller with Subscribers’ Names | ||
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The Company shall provide the Controller, within a period not exceeding thirty days from the closing date of any subscription in the shares of the Public Shareholding Company, with a statement containing the names of subscribers and the value of the shares subscribed for by each one of them.
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| Article (104) | Allocation of Shares | ||
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If subscription in the shares of the Public Shareholding Company is in excess of the number of shares offered for subscription, the Company should allocate the shares offered for subscribers in accordance with the laws and regulations in force.
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| Article (105) | Refunding Excess Amounts upon the Allocation of Shares | ||
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The Company shall be held responsible for refunding the amount in excess of the value of the Public Shareholding Company's shares offered for public subscription to the subscribers within a maximum period of thirty days from the closing date of the said subscription or the determination of the allocation of shares, whichever is earlier. Should the Company fail to do so for any reason whatsoever, then those entitled to such amounts shall receive interest thereon to be computed as of the beginning of the month immediately following the thirty day period stipulated in this paragraph. This interest shall be equal to the highest interest rate prevailing between Jordanian Banks on time deposits during that month.
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| Article (106) | The Agenda of the General Assembly’s First Meeting | ||
| A- |
The first meeting of the General Assembly of the Public Shareholding Company, referred to in Article (92) of this Law, shall be presided over by a member of the founders’ committee of the Company who are entrusted with management of the Company in accordance with the provisions of Article (92) of this Law. At such meeting, the General Assembly shall carry out the following:
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1. |
To review the report of the Company's founders’ committee who are entrusted with management of the Company, which should include sufficient information and data related to the founding activities and procedures along with supporting documents. The General Assembly shall also ascertain the information and data’s authenticity and to what extent they conform to the Law and to the Company's Memorandum of Association. | ||
| 2. | To review and discuss the audited founding expenses that are authenticated by the Company's auditor and to take the appropriate decisions in their respect | ||
| 3. | To elect the first Board of Directors of the Company. | ||
| 4. | To appoint an auditor or auditors for the Company and to fix their remuneration or to authorize the Board of Directors to fix same. | ||
| B- | The first meeting of the General Assembly shall be subject to the procedures, invitation requirements, legal quorum and the adoption of the decisions applied to the ordinary meetings of the Company's General Assembly. | ||
| C- |
The powers and functions of the founders’ committee of the Public Shareholding Committee shall cease upon the election of the first Board of Directors of the Company and same shall hand over to this Board all documents and instruments related to the Company.
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| Article (107) | Objection by Shareholders to Founding Expenses | ||
| Should shareholders in the Public Shareholding Company, holding at least 20% of the shares represented in the first meeting of the Company's General Assembly, object to any of the items of the Company's founding expenses, the Controller shall ascertain the authenticity of the objection and settle same. If he fails to do so for any reason whatsoever, the objectors may file a case before the Court. This case will not affect the proceeding of the Company in its operations unless the Court decides otherwise. | |||
| Article (108) |
Providing the Controller with a Copy of the Minutes of the General Assembly’s First Meeting
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| A- |
The chairman of the first Board of Directors of the Company shall provide the Controller with a copy of the minutes of the first meeting of the Company's General Assembly together with the documents and statements submitted by the Company's founders’ committee to the General Assembly within fifteen days from the date of the first meeting of the General Assembly.
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| B- |
Should it become evident to the Controller that the Public Shareholding Company has neglected during its founding stage to comply with any legal text or provision or has violated that text or provision then he shall send a written notice to the Company to correct its position within three months from the date of the notice. If the Company does not abide by the notice, the Controller shall then refer it to the Court.
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| C- |
Should it become evident to the Controller after examining the documents submitted to him in accordance with the provisions of paragraph (a) of this Article that the procedures followed for the founding of the Public Shareholding Company are legally proper, he shall then notify the Company in writing of its right to commence its operations.
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Last update Thursday on 23-11-2023 at 15:26:57
