Part Five Limited Partnership In Shares
| Article (77) |
Founding of a Limited Partnership in Shares
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General Partners:Their number shall not be less than two and they shall be liable for the Company's debts and obligations in their personal property. |
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Limited Partners:Their number shall not be less than three, and each partner shall be liable for the Company's debts and obligations in proportion to his shareholding. |
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| Article (78) |
Capital of the Limited Partnership in shares |
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The capital of the Limited Partnership in share shall not be less than one hundred thousand Jordanian Dinars divided into negotiable shares of equal value. The value of each indivisible share is one Jordanian Dinars, provided that the Partnership's capital offered for subscription shall not exceed double the shares subscribed for by the general partners in the Partnership. |
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B- |
Notwithstanding the provision of paragraph (a) of this Article, the general and limited partners may agree in the Limited Partnership's Articles and Memorandum of Association to the existence of types of shares that have a voting power and on the method of distributing profits and losses. They may also agree on the prohibition of assigning general partners' shares within a certain period from the date of founding. |
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C- |
If the partners agree on any of the matters stated in paragraph (b) of this Article, then it shall be reflected in the issuance prospectus when the shares are issued for subscription. |
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| Article (79) |
Address of the Limited Partnership in shares |
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The name of the Limited Partnership in Shares shall be formed from one name or more of the general partners, provided that the name is followed by the words "Limited Partnership in Shares", and what is indicative of its objectives. The name of the limited partner may not be indicated in the Partnership's name. If the name of the limited partner was stated with his knowledge, he shall then be considered a general partner before bona fide third parties. |
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| Article (80) |
Registration of the Limited Partnership in shares |
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The registration of the Limited Partnerships in Shares shall be subject to the approval of the Controller. |
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| Article (81) |
Management of the Limited Partnership
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The Limited Partnership in Shares shall be managed by one or more general partner(s), whose number, authorities and duties are indicated in the Partnership's Memorandum of Association. Their powers, responsibilities and dismissal shall be subject to the provisions applied to authorized partners in the General Partnership. |
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B- |
If the position of the manager of the Limited Partnership in Shares becomes vacant at any time and for any reason whatsoever, the general partners shall appoint a manager from amongst them. In the event they fail to do so, the Supervisory Council provided for in Article (84) of this Law shall appoint a temporary manager to undertake the management of the Company, provided that the Partnership's General Assembly shall be called upon to convene within thirty days from the date of the appointment of the temporary manager to elect a manager from amongst the general partners. |
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| Article (82) |
Application of General Partnership Provisions to General Partners in the Company |
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The provisions of the General Partnership stipulated in this Law shall apply to general partners in the Limited Partnership in Shares. A limited partner in this Partnership shall be subject to the provisions provided for in Article (43) related to the Limited Partnership. |
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| Article (83) |
The Partnership's General Assembly |
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A- |
The General Assembly of a Limited Partnership in Shares shall consist of all the general and the limited partners. Each one of the partners shall have the right to attend the Partnership's General Assembly meetings, whether ordinary or extraordinary meetings of the General Assembly, to discuss the issues presented before it and to vote on any decisions made. Each partner shall have a number of votes in the General Assembly equal to the number of his shares in the Partnership's capital. |
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B- |
The provisions for ordinary and extraordinary meetings of the General Assembly of Public Shareholding Companies which are stipulated in this Law shall apply to the meetings of General Assemblies of Limited Partnerships in Shares. |
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| Article (84) |
The Supervisory Council |
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Each Limited Partnership in Shares shall have a supervisory council composed of at least three members who shall be elected annually by the limited partners from amongst them for one year in accordance with the procedures stipulated in the Partnership's Memorandum of Association. |
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| Article (85) |
Duties and Responsibilities of the Supervisory Council |
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The supervisory council of the Limited Partnership in Shares shall assume the following duties and responsibilities: |
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To supervise the progress of the Partnership's operations, to verify the accuracy of the founding procedures thereof, and to request the Partnership's manager to furnish the council with a detailed report on the said operations and procedures. |
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B- |
To examine the Partnership's records, registers and contracts and to prepare an inventory of the Partnership's properties and assets. |
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To give advice on issues that the council deems important to the Partnership or on issues submitted thereto by the manager(s). |
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To approve any actions and business which the Memorandum of Association of the Partnership states that the execution thereof requires the approval of the council. |
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To invite the Partnership's General Assembly to an extraordinary meeting should it become evident to it that violations have been committed in the course of managing the Limited Partnership. The violations shall be presented to the General Assembly |
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| Article (86) |
Obligations of the Supervisory Council |
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The supervisory council of a Limited Partnership in Shares shall submit to the shareholders in the Partnership at the end of each fiscal year a report on the supervisory activities carried out thereby and the results thereof. This report shall be presented to the General Assembly of the Company at its annual ordinary meeting. A copy of same shall be sent to the Controller. |
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| Article (87) |
The Auditor |
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Each Limited Partnership in Shares shall have an auditor to be elected by its General Assembly. The provisions concerning auditors in Public Shareholding Companies stipulated in this Law shall apply to the said auditors. |
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| Article (88) |
Dissolving and Liquidation of a Limited Partnership |
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The Limited Partnership in Shares shall be dissolved and liquidated in the manner determined by the Partnership's Memorandum of Association. Otherwise, it shall be subject to the provisions for the liquidation of a Public Shareholding Company. |
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| Article (89) |
Application of the Public Shareholding Company Provisions to the Limited Partnership in Shares |
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The provisions for Public Shareholding Companies stipulated in this Law shall apply to Limited Partnership in Shares in all matters not provided for in this part. |
Last update Thursday on 23-11-2023 at 15:26:57
