Chapter Two Non-operating Foreign Companies in the Kingdom (Companies Headquarters’ & Representative Offices)

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Article (245)
Definition of a Non-Operating Foreign Company, Operations Prohibited to it, and its Headquarters
  A- For the purposes of this Law, a Non-Operating Foreign Company in the Kingdom is a Company or an entity which has its regional or representative office in the Kingdom for operations that it conducts outside the Kingdom for the purpose of using such a regional or representative office for managing its operations and coordinating them with its headquarters
  B-
A Non-Operating Foreign Company is prohibited from carrying out any business or commercial activity inside the Kingdom, including the operations of commercial agents and middlemen. Otherwise, the Company shall be subject to canceling its registration, and will be responsible for compensation of any loss or damage it may have caused to others.
  C- The registration of a Non-Operating Foreign Company in the Kingdom may be made in accordance with the provisions of this Law for the purpose of establishing regional or representative offices, providing services, or technical or scientific offices, and the city of Amman shall be considered its domicile for the purposes of litigation.
     
Article (246) 
Request for Registering a Foreign Company and Documents that Should be presented to the Controller
   A-
The application for the registration of a Non-Operating Foreign Company shall be submitted to the Controller together with the following documents and statements translated into the Arabic language, and duly certified by a Notary Public in the Kingdom:
    1. The registration certificate of the Company at its headquarters
    2. The Company's Articles and Memorandum of Association, which indicate its objectives, capital and type.
    3. The power of attorney by which a resident in the Kingdom is authorized to carry out the Company's activities and register it for the purposes of this Law.
    4. Financial statement for the Company's last two fiscal years in its headquarters’ country certified by a licensed auditor. The Minister may, upon a justified recommendation by the Controller, exempt the Company from submitting these documents
  B-
The registration application shall be signed before the Controller or any other person authorized by him in writing, or before the Notary Public, provided that the application includes fundamental information about the Company, especially the following:
    1. Name of the Foreign Company, its headquarters, date of its registration and its objectives.
    2. Form of the Company, its nationality and address in the country of its registration.
    3. The capital of the Company, names of the founders or partners, the nationality of each, and their share value, along with information about its Board of Directors.
    4. Any other information whose submittal the Controller deems necessary
     
Article (247)
Controller’s Power to Accept or Reject Registration and His Notification of any Change that may Occur to it

 

A-

 The Controller may accept or reject the registration of the Non-Operation Foreign Company or entity. In the event registration is approved, the legal registration procedures of the Company or the entity in the Non-Operating Foreign Companies Register shall be concluded, and publicized in the Official Gazette, after evidence is submitted to the Controller proving the actual existence of its office in the Kingdom

 

B-

 The approval procedures and the registration and publication procedures shall be followed in the event of any changes occurring to the basic information of the Company and its representatives in the Kingdom. The Controller must be notified of the said changes within thirty days from the date of their occurrence.
     
Article (248)
Advantages of a Non-Operating Foreign Company
  A Non-Operating Foreign Company enjoys the following:
  A-
Exemption from registration and publication fees applicable to Operating Foreign Companies.
  B- Exemption of profits generated by the Foreign Company from businesses conducted outside the Kingdom from both income and social services taxes.
  C- Exemption from registration with the Chambers of Commerce and Industry, professional associations, and their registration fees and from any obligations towards same, including vocational trade license.
  D-
Exemption of salaries and wages payable by the Non-Operating Foreign Company to its non-Jordanian employees who are working at its office in the Kingdom from income and social service taxes.
  E-
Permission to import trade samples and models, free from customs and import taxes.
  F-
Exemption of imported furniture and equipment necessary to furnish its office from customs and other fees and charges.
  G- Permitting the Company to import one car under a temporary entry status to be used by its non-Jordanian employees
  H-
In justified cases and upon the Controller’s recommendation, the Minister may grant the Company a permit to import a second car under a temporary entry status.
  I- Conditions under which exemptions mentioned herein are granted shall be specified in a special regulation.
     
Article (249) 
Number of Jordanian Employees in Non-Operating Foreign Companies
 
The number of Jordanian employees in a Non-Operating Foreign Company in the Kingdom should not be less than half of the overall number of the Company's employees.
     
Article (250) 
Right of a Non-Operating Foreign Company to Open a Non-Resident Account in Commercial Banks
 
A Non-Operating Foreign Company shall be permitted to open with licensed commercial banks a non-resident account in Jordanian Dinars or in foreign currency, provided that these funds have been transferred to the Company from abroad through this bank.
   
Article (251) 
Situations justifying the Cancellation of the Registration of Foreign Non-Operating Companies
 
The Minister may, upon the recommendation of the Controller, cancel the registration of a Non-Operating Foreign Company in the Kingdom, shall it become evident that the Company conducts any commercial business in the Kingdom, or no longer has an actual location therein, or violates the provisions of this Law, any regulations or instructions issued pursuant thereto.
 
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Last update Thursday on 23-11-2023 at 15:26:57
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