Law No. (18) for the Year 2017

Law No. (18) for the Year 2017 The Securities Law


Article (1)	This Law shall be known as (The Securities Law for the Year 2017), and shall come into effect as of the date of its publication in the Official Gazette.

Definitions

Article (2)	The following words and phrases wherever mentioned in this Law shall have the meanings ascribed thereto hereunder unless the context indicates otherwise:
	The Commission	:	The Securities Commission.
	The Board	:	The Board of Commissioners of the Commission.
	The Chairman	:	The Chairman of the Board.
	The Trading Market in Securities	:	Any organized market or periodic or continuous use of media of public communication to enable trading of securities and financial assets.
	The Financial Market	:	Any Trading Market in Securities licensed by the Commission in accordance with the provisions of this Law.
	Center	:	The Securities Depository Center
	Person	:	A natural or legal person
	Financial Broker	:	Any person engaged in the business of buying and selling securities for the account of others.
	Dealer	:	Any person engaged in the business of buying and selling securities directly for his own account through the Financial Market.
	Investment Trustee	:	Any legal person engaged in the business of administering and monitoring the management of a client’s investments so as to ensure their conformity with the client’s investment principles and objectives specified in the investment agreement concluded between the client and the Investment Manager.
	Investment Manager	:	Any person engaged in the business of managing securities portfolios for the account of others, including the management of Mutual Funds.
	Financial Advisor	:	Any person engaged in the business of providing advice with respect to securities investment to others for a fee, charge or commission.
	Underwriter	:	Any legal person engaged in the business of administering the issuance and marketing of securities on behalf of the Issuer.
	Financial Services Company	:	Any Legal Person licensed to engage in one or more of the businesses of Financial Broker, Dealer, Investment Trustee, Investment Manager, Financial Advisor, Underwriter, or any other activity determined by the Jordan Securities Commission pursuant to the Securities Law and the regulations, instructions and decisions issued pursuant thereto.
	Custodian	:	Any legal person engaged in the business of providing safe custody of securities.
	Licensed Person	:	Any person licensed by the Commission in accordance with the provisions of this Law.
	Registered Person	:	Any natural person who is a member of the Board of Directors or the board of executives, or director, manager or employee of a Financial Services Company, or any person occupying a similar status or performing similar functions with a Financial Broker, Dealer, Investment Trustee, Investment Manager, Financial Advisor, Underwriter or Financial Services Company. The term excludes any person whose functions are solely clerical, supporting services unrelated to the activities related to securities.
	Issuer	:	Any legal person issuing or announcing the intention to issue securities.
	Public Issuer	:	Any Issuer who has filed a prospectus that has become effective with the Commission.
	Public Offer	:	An offer for the sale of any security to more than thirty persons of the public, including public issuance and public subscription.
	Public Takeover Offer	:	Any offer for the purchase or exchange of 40% or more of the securities of one Issuer
	Mutual Fund	:	A fund established under, and operating in accordance with the provisions of this Law and the regulations, instructions and decisions issued pursuant thereto.
	Mutual Investment Company	:	The Public Shareholding Company which purposes shall be limited to investing its moneys 4 and the moneys of others in all different types of securities. The term excludes banks and insurance companies performing banking and insurance business as such
	Shared Investment Account	:	An account that combines the investments of more than one person for the purposes of the account administration.
	Material Fact	:	Any event or datum that, to a reasonable person, would have an effect in making a decision to buy, hold, sell or dispose of a security.
	Prohibited Act	:	Any action, practice, scheme, course of conduct, or device forbidden in this Law or the regulations, instructions or decisions issued pursuant thereto.
	Misrepresentation	:	Any untrue statement of a material fact, or any omission or concealment of a material fact or any other datum required to ensure that a statement made is true and accurate.
	Deception	:	An act, scheme, device, practice or course of conduct likely to have the effect of misleading others or intended to mislead them.
	Inside Information	:	Information relating to one or several Issuers or to one or several securities which has not been made public and which, if it were made public, would likely affect the price of any such security. This does not include inferences drawn on the basis of economic and financial studies, research and analysis.
	Insider	:	A person who possesses Inside Information by virtue of his position or job.
	.Trading Contract	:	A contract on the basis of which securities are purchased and sold.
	Dealing	:	The registration, issuance, subscription, promotion, marketing, custody, listing, depositing, trading, settlement, purchase from Issuer, public offer or public takeover offer of securities or the financing of dealing therein, or the lending, borrowing, short sale or hypothecation thereof or any other activity approved by the Board.
	Clearance	:	The process of computing the net rights and obligations of trading counter-parties arising from a trading contract, in order to deliver the securities or settle their price payments on the specified settlement date
	Settlement	:	The process by which a trading contract is completed with the final, unconditional transfer of securities from the seller to the buyer and the final settlement of price payments in their respect.
	Delivery Versus Payment	:	A method of settlement according to which the securities are delivered in exchange for price payment.
	The Competent Court	:	The Amman Court of First Instance.
	Relatives	:	Husband, wife and underage children.


Article (3)	A-	The term “Securities” shall mean any ownership rights or any established indications or evidences whether local or foreign which are commonly recognized as securities and considered as such by the Board.
	B-	In particular, the term “Securities” shall include the following:
		1.	Transferable and tradable companies’ shares.
		2.	Bonds issued by companies.
		3.	Securities issued by the Government, official public institutions, public institutions, or municipalities.
		4.	Securities depository receipts.
		5.	Shares and investment units of Mutual Funds.
		6.	Equity option bonds.
		7.	Spot contracts and forward contracts.
		8.	Put option contracts and call option contracts.
		9.	Any right to acquire any of the aforementioned in Subparagraphs (1-8) of this Paragraph, subject to Board approval.

Article (4)	The following shall not be deemed as securities:
	A-	Commercial papers including checks and bills of exchange.
	B-	Documentary credits, transfers and instruments exclusively traded among banks.
	C-	Insurance policies and entitlements in pension funds for beneficiaries which are financed by other than their contributions.

Article (5)	Every Issuer in the Kingdom shall submit to the Commission an application for registering securities therewith in accordance with the instructions issued by the Board.

Article (6)	The provisions stipulated in this Law and the regulations, instructions and decisions issued pursuant thereto shall apply to companies’ shares and other traded securities on the Financial Market with respect to the following matters:
	A-	The rights of the parties arising out of the sale, purchase or transfer of securities.
	B-	The method and specific form of registration of ownership rights and the legal effects thereof.
	C-	The transfer of ownership rights and the rights arising from such transfer.
	D-	The rights of the parties involved in the clearing, settlement and transfer.
	E-	The rights of the creditors of the trading contract counter-parties arising during the process of the sale, purchase or transfer of securities including the rights related to the securities and its equivalent cash thereto.
	F-	The conclusion and documentation of trading contracts and means of their proof and cancellation.
	G-	The dealing in securities.

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