Chapter Two Capital and Shares of the Public Shareholding Company
التاريخ
| Article (95) |
Fixing the Company's Capital and Duration of Paying the Unsubscribed Part
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| A- |
The authorized capital of the Public Shareholding Company and the subscribed part shall be fixed in Jordanian Dinars and shall be divided into nominal shares at a par-value of one Dinar each, provided that the authorized capital shall not be less than five hundred thousand (500,000) Dinars and the subscribed capital shall not be less than one hundred thousand (100,000) Dinars or twenty percent (20%) of the authorized capital, whichever is greater.
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| B- | Subject to the provisions of paragraph (d) of this Article, the un-subscribed capital shall be paid within three years of the date of the Company's founding or the increase of the capital, as the case may be. In the event of default in payment of the un-subscribed capital within the said period, the following should be observed | ||
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1.
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If the subscribed capital exceeds five hundred thousand (500,000) Dinars at the end of the period, the authorized capital of the Company shall be become its actual subscribed capital. | ||
| 2. | If the subscribed capital is less than five hundred thousand (500,000) Dinars at the end of the period, the Controller shall issue a warning to the Company to pay the necessary difference in the amount with the effect that the actual subscribed capital of the Company becomes five hundred thousand (500,000) Dinars within thirty days from the date the notice is served to the Company. Should the Company fail to do so, the Controller shall have the right to request the Court to liquidate the Company in accordance with the provisions of Article (266) of this Law. | ||
| C- | The Company's Board of Directors may re-issue the un-subscribed shares of the authorized capital of the Company as the Company's interests may warrant, and at the value which is deemed proper by the Board, whether such value is equivalent to the nominal value of the share, or higher or lower than it, provided that such shares shall be issued in accordance with the provisions of the applicable regulations and legislations in force. | ||
| D- | The Board of Directors of the Public Shareholding Company shall obtain the approval of the extraordinary General Assembly in the event that the un-subscribed shares are covered by any of the following methods: | ||
| 1. | Incorporating the voluntary reserve into the Company's capital; | ||
| 2. | Capitalization of the Company's debts or any part thereof provided that the creditors of these debts consent thereto in writing; | ||
| 3. | Conversion of convertible bonds into shares in accordance with the provisions of this Law. | ||
| E- | It shall be permissible by a decision of the General Assembly in accordance with rules set by same for this purpose to allocate a part of the Company's un-subscribed capital as an incentive to the Company's employees. In such a case, this part may continue to be offered to them for a period that does not exceed four years as of the date of the Company's registration or the increase in its capital, as the case may be. | ||
| F- |
The Board of Directors may issue shares as provided for by the provisions of the Securities Law in force.
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| Article (96) | Indivisibility of Shares | ||
| The share of a Public Shareholding Company shall be indivisible. However, the heirs may jointly own one share as the successors of their predecessor. This provision shall also apply to the heirs if they have jointly inherited more than one share of their predecessor’s estate, provided that they, in both cases, choose one of them to represent them in and before the Company. Should they fail to do so within the period determined by the Company's Board of Directors, the Board may appoint one of them to be their representative. | |||
| Article (97) | Company Shares and Payment of their Value | ||
| A- | Shares of the Public Shareholding Company are cash shares and the value of the subscribed shares shall be paid in one installment. The Company's shares may be in-kind given against in-kind payments evaluated in cash in accordance with the provisions of this Law. Concession rights, patent rights, technical know-how and other intangible rights, that the founders approved as in-kind assets provided that a report specifying their value is prepared by experienced and specialized people is presented and provided the following is observed: | ||
| 1. | If the in-kind payments holders fail in their delivery or the transfer of their title to the Company within a month from the date of their registration, they shall be obligated by operation of law to pay their value in cash in accordance with the price adopted by the founders in the founding application of the Company. The Controller may request a proof of the validity of the monetary evaluation of the in-kind payments. | ||
| 2.
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If the Controller is not convinced of the validity of the in-kind shares’ evaluation presented by the founders, then the Minister may form a committee, at the expense of the Company, of experienced and specialized persons to evaluate same in cash, provided that the committee’s members include a founder. The Committee shall submit its report to the Controller during a maximum period of thirty days from the date of its formation. The founders may object on the report to the Minister within ten days from the date it is approved by the Controller. | ||
| B- | The Minister shall resolve the objection within two weeks of its submittal. If the Minister accepts the objection then the Company's registration will be rejected unless the founders reconsidered and accepted the evaluation, whereupon the registration procedures will be completed. The founders or subsequent shareholders shall have no right to object to the value of the in-kind shares presented in the founding stage. | ||
| Article (98) |
The Shareholders Register and the Number of Shares Held by Each
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| A- |
The Public Shareholding Company shall keep one or more register wherein shall be recorded the names of shareholders, the numbers of shares held by each one of them, and any conversion procedures affecting same and other information relating thereto and to the shareholders.
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| B- | Subject to the provisions of paragraph (c) of this Article, the Company may file copies of the registers referred to in the abovementioned paragraph (a) with any other authority for the purpose of following up the affairs of shareholders, and it may authorize such authority to keep and organize these registers. | ||
| C- | The Public Shareholding Company shall list its shares in the Market and shall follow the rules and procedures provided for in the laws, regulations and instructions which regulate the negotiability of securities in the Kingdom and which are related to the delivery of the registers referred to in the abovementioned paragraph (a) to the authority determined by such laws, regulations and instructions. | ||
| D- |
Any shareholder in the Company may have access to the shareholders register in connection with his shareholding for whatever reason, and to the entire register for any reasonable cause. Any other person with interest, at the discretion of the Court, may request the Company to review the shareholders register. In all cases, the Company may charge a reasonable fee in case any person or shareholder wishes to reproduce the register or any part thereof.
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| E- | The Public Shareholding Company may purchase shares issued by it and sell same in accordance with the provisions of the Securities Law and the regulations and instructions issued in pursuance. | ||
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Last update Thursday on 23-11-2023 at 15:26:57
