Definitions and General Provisions

التاريخ

2004-06-28

The Companies Law No. 22 of 1997

And its amendments

As of the Official Gazette No. 57 dated 1/11/2006

Definitions and General Provisions

Article (1)	This Law shall be cited as the “Companies Law of 1997” and shall come into effect after the lapse of thirty days from the date of its publication in the Official Gazette.

Article (2)	Definitions
	A-	The following words and expressions, wherever used in this Law, shall have the meanings hereunder assigned to them, unless the context otherwise provides:
		The Ministry	:	Ministry of Industry and Trade.
		The Minister	:	Minister of Industry and Trade.
		The Controller	:	The Companies General Controller.
		The Directorate	:	The Companies Supervision Directorate associated with the Ministry.
		The Bank	:	The financial company licensed to carry out banking activities in pursuance to the provisions of the Banking legislation in force.
		The Court	:	Court of First Instance in whose jurisdiction the headquarters of the Jordanian company or the main branch of the foreign company is located.

	B-	The words and expressions, “Commission”, “Stock Market”, “Market”, “Depository Center”, “Coverage Promissory”, “Issue Manager” and “Issue Trustee”, wherever stated in this Law, shall have the definitions ascribed to it pursuant to the Securities Law in force.

Article (3)	Application of the Law
	The provisions of this Law shall apply to companies practicing commercial activities and to matters dealt with in its provisions. If this Law does not include a provision applicable to any matter, then reference shall be made to the Commercial Code. If a provision is not included therein, then reference shall be made to the Civil Code; otherwise provisions of commercial practice, and guidance by judicial, jurisprudent interpretations, and equity principles shall be applied.

Article (4)	Formation and Registration of the Company
	The formation and registration of companies in the Kingdom shall be realized in accordance with this Law. And every company formed and registered under this Law shall be considered a Jordanian corporate entity, with its Headquarters situated in the Kingdom.

Article (5)

Registration Arresters and Objection to Registration

	A-	No company shall be registered with a name chosen for a fraudulent or an illegal objective. And no company shall be registered with the name of another company already registered in the Kingdom, or with a name so similar thereto that may lead to confusion or deception. The Controller may reject the registration of a company with such name in any such cases.
	B-	Any company may submit a written objection to the Minister, within sixty days from the date of the publication of the decision to register another company in the Official Gazette, for cancellation of the registration of such other company, if the name under which it is registered is similar to its name or resembles it to the point that would lead to confusion or deception. The Minister after giving the company, whose registration is contested, time to submit its defense within the period specified by him, will issue his decision to cancel the registration of the other company if he is convinced by the reasons for the objection to its registration, and the company does not amend its name and remove the reasons for the objection. Any party aggrieved by this decision may appeal to the High Court of Justice within thirty days from the date of the publication thereof in one of the local daily newspapers.

Article (6)	Company Forms
	A-	Subject to the provisions of Articles (7) and (8) of this Law, companies registered under this Law shall be divided into the following forms:
		1.	General Partnership.
		2.	Limited Partnership.
		3.	Limited Liability Company.
		4.	Limited Partnership in Shares.
		5.	Private Shareholding Company.
		6.	Public Shareholding Company.

	B-	It is not stipulated that a prior approval be received from any other entity to register any company, provided that no legislation in force requires otherwise.
	C-	The Department may declare, in pursuance to instructions issued by the Minister, any evidence or information not related to the company accounts or financial statements.
	D-	The Department may retain an electronic or minimized copy of the documents and evidence originals archived or deposited with it. It is also permitted to retain by electronic means the evidence, information, registers and transactions related to its activities. These copies and the evidence, information and registers produced after being stamped with the Department’s stamp and signed by the authorized official will have the same legal effects of the original written documents including their legal title in evidence.

Article (7)

Companies Registered Pursuant to Agreements Concluded by the Government with other States

	A-	Companies registered in the Kingdom pursuant to agreements concluded by the Government with any other state and the joint Arab companies emanating from the Arab league or the institutions or organizations affiliated thereto shall be registered with the Controller in a special register prepared for this purpose. These companies shall be subject to the provisions and conditions stated in this Law in the circumstances and on the issues not stipulated in the agreements and contracts under which they were established and their Memorandums of Association.
	B-	Companies operating in the free zones shall be registered with the Free Zones Corporation in the registers prepared by it for that purpose in coordination with the Controller. The laws and regulations implemented in this Corporation shall be applied thereto provided that the Corporation send a copy of the registration of these companies to the Controller in order for him to document the registration of investors in the free zones with the Ministry.
	C-	Civil Companies

		1.	Civil companies shall be registered with the Controller in a special register named “Register of Civil Companies.” Such companies are the companies established among specialized and professional partners and shall be subject to the provisions of the Civil Code, the provisions of the laws pertaining thereto and to their internal Articles and Memorandum of Association.
		2.	New partners of the same profession may be admitted to such companies or partners may withdraw there from. These companies shall not be subject to the provisions of bankruptcy and preventive bankruptcy.
		3.	The provisions set forth herein shall apply to the registration of these companies and the amendments effected thereon to the extent that they do not contradict with the provisions of the laws and regulations related thereto.
		4.	If all the partners in a company belong to the same profession, and the company objectives are limited to practicing the work and activities related to that profession, the partners may agree in the company articles of association or its memorandum of association on any special provisions to manage the company or to distribute its profits or to organize the transfer of the shares’ ownership therein and to place the necessary restrictions for that purpose or to place special provisions for any other issues related to the company in accordance with what the partners agree upon.

	D-	Non-profit companies may be registered in accordance with one of the types of companies provided for in this Law and in accordance with the provisions set forth in this Law. These companies shall be registered in a special register named “Register of Non-Profit Companies.” The company's provisions, conditions, objectives, work that it is permitted to practice, supervision, the method and manner of receiving assistance and grants, finance resources, spending method, liquidation and accrual of its money upon liquidation and death, and documents that should be submitted to the Controller and remaining related issues will be specified in pursuance to a special regulation issued for this purpose.
	E-	A joint investment company will be registered as a Public Shareholding Company with the Controller in a special register. The provisions of this Law shall be applied to its registration, management and amendments that may occur thereto; otherwise it shall be subject to the Securities Law.
	F-	The company registration application, articles and memorandum of association or any other document or any amendment that may occur to any of same shall be signed in the presence of the Controller or the person authorized by him in writing. Any document which the Law requires its submittal to the Controller or the Department for any type of the companies listed in this Law shall also be signed in the presence of the Controller or person authorized by him in writing or the Notary Public or a practicing lawyer.

Article (8)	The Conversion of Public Entities into Public Shareholding Companies
	Notwithstanding anything stipulated in this Law:

	A-	Any institute, authority, public official body or public utility or any part of it may be converted by virtue of a decision of the Council of Ministers, upon the recommendation of the Minister, the Minister of Finance and the appropriate Minister, into a Public or Private Shareholding Company or a Limited Liability Company operating in pursuance to commercial basis where the government owns all of its shares, with the exception of the institute, authority or public body established by virtue of a special law, in which case the special law pertaining thereto should be amended before converting it to any of the abovementioned companies in accordance with the provisions of this Article.
	B-	The capital of such company shall be determined by re-evaluating the moveable and immovable assets of the corporation, authority or body in accordance with the provisions of the Law, provided that the members of the re-evaluation committee shall include at least one licensed auditor. The value of such assets shall be considered cash shares in the company capital.
	C-	The Council of Ministers shall appoint a special committee that shall prepare the company's articles and memorandum of association including the method of selling and trading its shares and completing the procedures for converting the corporation, authority or public official body into a Public Shareholding Company and the registration thereof in such capacity in accordance with the provisions of this Law.

	D-	Upon the conversion of the corporation or authority or public official body into a company and the registration thereof in such capacity, the Council of Ministers shall appoint its Board of Directors to conduct the affairs thereof and to carry out all powers entrusted thereto under this Law.
	E-	The company established in the aforesaid manner shall be subject to the provisions and conditions stipulated in this Law in the circumstances and issues not provided for in its articles and memorandum of association and shall appoint its independent auditor.
	F-	The company established in the aforesaid manner shall be considered a general successor for the corporation, authority or public official body which has been converted and shall supersede it legally and practically in all its rights and obligations.

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