Requirements to establish a company in Jordan

Procedure for New Company Registration:
1.    The Applicant(s) or his Representative registers as a user at the Ministry of Industry and Trade website.
2.    The applicant completes the following sections of the application:

• Nature of Company (type and class)
• Company Information
• Capital Information
• Founders and Partners Information

For help in completing the above sections the applicant may refer to the Guidelines. This contains information on the requirements for supporting documents, fees and other conditions specific to the type of company to be registered.
3.    Upon completion, the applicant may submit the application online. Once submitted it cannot be altered by the applicant. The application is recorded at the Ministry of Industry and Trade, Companies Control Directorate (CCD) Service Desk for processing on demand. A confirmation of application receipt will be sent to the applicant via email.
4.    The applicant prepares the required documents as detailed in the guidelines.
5.    The applicant visits the CCD Service Desk and presents his application number or company name.
6.    The Service Desk retrieves the application and reviews it for accuracy and completeness. The applicant will be required to submit the supporting documents which were identified in the guidelines. If the application and all the required supporting documents are in order, the applicant(s) or designated representative with a power of attorney will be required to sign the printout of the application in the presence of a CCD officer.
7.    The fees are entered on a payment order slip by the CCD officer and given to the applicant(s) or representative to pay the fees. The applicant pays the fees at the cashier’s booth located within the Service Desk hall and obtains a stamped receipt.
8.    If no additional approvals or processing is required by other departments within the Ministry or from other organizations, then the applicant can proceed to the Service Desk, sign the Articles of Association and Founding Contract and obtain the Certificate of Registration. At this point the company is registered.
9.    If further processing is required, as in the case of a company such as a nightclub, which requires approval from the Ministry of Interior, the applicant can obtain the required letters from the Service Desk. Another example of further processing would be the requirement for a limited liability company to obtain a deposit slip from the bank with 50% of the company’s registered capital. The applicant returns to CCD with the completed and processed documentation. For details on the requirements for further processing refer to Guidelines on Pre-approvals.
10.    The officer retrieves the application, accepts the new documents and issues the Articles of Association and Founding Contract. The applicant signs them and obtains the Certificate of Registration. At this point the company is registered.
Please note that registration of the company does not confer the right of a registered company to practice. The company will be required to obtain a license from the proper authority before starting its activities.

Operating Foreign Company

First: Definition of a n Operating Foreign Company:
An Operating foreign company means a company of body which is registered outside the Kingdom, and its head office in another country whose nationality is considered Non-Jordanian.
In terms of its nature it shall be divided into two types:
a- Companies operating for a limited period, which are awarded tenders for executing their works in the Kingdom for a limited period. The registration thereof shall cease upon the completion of such works unless the said company obtains new contracts in which case, the registration of same shall extend to cover execution of such works.
b- Companies operating permanently in the kingdom under license from the competent official authorities.
Second: Requirements of Registration:
The application for the registration of an Operating Foreign Company of body shall be submitted to the General Controller accompanied by the following data and documents, translated into Arabic. Provided that the Arabic translation be certified by a Notary public in the Kingdom.
These documents are as follows:
A copy of the Memorandum and Articles of Association of the Company or body or any other documents relating to its formation procedures.
The written official documents which certify that such Company has obtained the approval of the concerned authority in the Kingdom for carrying out the work and investing the foreign capital therein in accordance with the legislations in force.
A list of names of the Company’s board of directors, of the management committee, of shared holders as the case may be, along with the nationality of each one of them in addition to the names of the persons who are authorized to sign on behalf of the Company.
A copy of the power of attorney according to which the Company authorizes a person resident in the Kingdom to carry out its activities and receive notifications on its behalf.
The financial statements for the last fiscal year of the Company at its head office certified by a licensed auditor.
Any other data or information that the General Controller decides necessary to be submitted.
The application for registration must be signed by the person authorized to register the Company before the General Controller or the person authorized by him in writing or the Notary Public. The application must incorporate fundamental information about the Company, especially the following: -
The name of the Company, its type and capital.
The objectives of the Company in the Kingdom.
Detailed information about the promoters, shareholders or the Board of Directors and the share of each one of them.
Any other data or information the General Controller deems necessary to be submitted.
Third: Fees Determined of registering and Operating Foreign Companies:
(JD 1000) if the Company’s Capital equals (JD One million) or less. In addition to publication. Filing and certificate fees.
(JD 2000) if the Company’s Capital equals more than (JD One million). In addition to publication, piling and certificate fees.
The Foreign Company or body registered pursuant to the provisions of this Law shall undertake the following:
To submit to the General Controller within three months from the end of each fiscal year its balance sheet and the profit and loss account of its operations in the Kingdom duly certified by a Jordanian licensed auditor.
To publish the balance sheet and the profit and loss account regarding its operations in the Kingdom in at least two local daily newspapers within sixty days from the date of submitting these statements to the General Controller.
The Minister may exclude and Company from implementing the provisions of items (1) and (2) upon the recommendation of the General Controller.
Fourth: Requirements for Canceling the registration of an operating Foreign Company:
The Foreign Company or body shall notify the General Controller in writing of the date it expects its operations to end in the Kingdom or the date specified for the termination thereof, at least thirty days prior to such date, The Foreign Company shall prove to the General Controller that it has already settled all its obligations resulting form its operations in the Kingdom prior to obtaining the approval for concealing its registration.
The requirements are:
A covering letter of company’s name and address signed by an authorized person indicating completion of the company’s works and its wish to cancel its registration.
A properly certified and translated resolution from the parent company indicating closure of canceling of its registered office in Jordan and the person authorized to carry out such procedure.
A letter from the contracting party indicating completion of the company/x works in Jordan.
A quittance from:

• Social Security Corporation.
• Sales & Income Tax Department.
• ordan Telecommunication Company.
• Jordan Electricity Company.

Non-Operating Foreign Company
First: Definition of a Non-Operating Foreign Company & operations prohibited to it:
A Non-Operating Foreign Company in the Kingdom is a company which has a Regional Office 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.
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.
The registration of a Non-Operating Foreign Company in the Kingdom may be made pursuant to the previous of this Law for the purpose of establishing Regional Offices, Representative Offices, and the City of Amman shall be its venue for litigation.

Second: Requirements of registration:
The application for the registration of a Non-Operating Foreign Company shall be submitted to the General Controller together with the following documents and statements translated into Arabic language, and duly certified by a Notary public in the Kingdom.
The registration certificate of the Company in its head office.
The Company’s Memorandum and Articles of Association which indicate its type, capital and objectives
The power of attorney by which a resident person in the Kingdom is authorized to follow up the Company’s activities and register it in accordance with companies law.
Financial statement for the Company’s last two fiscal years in its head office which should be certified by a licensed auditor.
The registration application shall be signed before the General Controller of Companies or any other person authorized by him in writing, or before the Notary public, provided that the application incorporation fundamental information about the Company and especially the following:-
Name of the Foreign Company its head office, the date of its registration and its objectives.
Type of the Company, its nationality and its address in the country of its registration.
The capital of the Company, names of the promoters or shareholders, nationality of each of them and their shares along with information about its Board of Directors.
Any other information General Controller deems necessary to be submitted.
A Non-Operating Foreign Company enjoys the following:-
a) Exemption from registration and publication fees
b) Exemption of profits generated by the Foreign Company of 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, exemption from paying the registration fees therewith and from any obligations towards seam, including trade and vocational license.
d) Exemption of salaries and wages payable by the Non-Operating Foreign Company to its non-Jordanian employees who are working at its Regional Office in the Kingdom from income and social service taxes.
e) Granting of permission to import into the country trade samples and models, free from customs and import taxes.
f) Exemption of imported furniture and equipment necessary to furnish its Regional Office from customs and other fees and charges.
Requirements for articles (e) & (f):
A conveying letter signed by the company’s representative indicating company’s name and address specifying the required trade samples & models or specifications of squired furniture.
The office’s lease contract certified by Greater Amman Municipality or a valid profession license issued thereof.
g) Granting the company permission to import one car under the status of temporary entry to be used by its non-Jordanian employees.
Requirements are as follows:
-A covering letter signed by the Company’s representative indicating company’s name and address requiring a temporary car-entry and specifications of the car.
The office’s lease contract certified by Greater Amman Municipality or a valid profession license issued thereof.
A valid residency and work permit for the non-Jordanian car-user.
Actual inspection over the office’s location .
h) Upon the General Controller’s recommendation, in justified cases, the Minister may grant the company a permit to import a second car under the status of temporary entry. The requirements are as follows:-
A covering letter signed by the company’s representative indicating company’s name and address requiring a temporary second – car –entry and specifications of the car.
The office’s lease contract certified by Greater Amman Municipality or a valid profession license issued thereof.
A valid residency and work permit for the non-Jordanian second-car-user.
Employment list certified by the Ministry of labor indicating the number of Jordanian and non-Jordanian employees working in the office.
Actual inspection over the office’s location.
Third: Requirements for canceling the registration of a non-operating foreign company:
A properly certified and translated resolution from the parent company indicating closure or canceling of its registered office in Jordan and the person authorized to carry out such procedure.
A quittances from:
Social Security Corporation
Sales & Income Tax Department.
Water Authority.
Jordan Telecommunication Company.
Jordan Electricity Company.
Settlement of all customs exemptions the company benefited from.

Type of Companies
GENERAL PARTNERSHIP

A company founded by a maximum of 20 natural partners, all over 18 years of age.

LIMITED PARTNERSHIP

A company founded by natural, founders both over and under 18 years of age. Those over 18 are the General Partners who are responsible for the day to day management of the company.

Limited partners contribute only to the capital of the company but have no authority in or involvement with its management.

LIMITED LIABILITY

A company founded by two or more partners, with their liability determined in accordance with their capital shares.

PUBLIC SHAREHOLDING

A company founded by a number of promoters, with a minimum of two subscribers . The liability of shareholders is limited to their capital shares. A public shareholding company can consist of one person only upon the approval of the Minister and the Controller of MIT.

FOREIGN COMPANY – OPERATING

An Operating foreign company means a company of body which is registered outside the Kingdom, and its head office in another country whose nationality is considered Non-Jordanian. In terms of its nature it shall be divided into two types:
* Companies operating for a limited period, which are awarded tenders for executing their works in the Kingdom for a limited period. The registration thereof shall cease upon the completion of such works unless the said company obtains new contracts in which case, the registration of same shall extend to cover execution of such works.
* Companies operating permanently in the kingdom under license from the competent official authorities.

FOREIGN COMPANY – NON OPERATING

1. A Non-Operating Foreign Company in the Kingdom is a company which has a Regional Office 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.
2. 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.
3. The registration of a Non-Operating Foreign Company in the Kingdom may be made pursuant to the previous of this Law for the purpose of establishing Regional Offices, Representative Offices, and the City of Amman shall be its venue for litigation.

LIMITED LIABILITY – ONE PERSON COMPANY

A limited liability company that consists of one person. The registration of this company is permissible only upon the approval and the recommendation of the Minister of MIT.

LIMITED PARTNERSHIP IN SHARES

A limited liability company founded by a minimum of four partners: two general partners and two limited partners.

The general partners are jointly liable for the debts incurred by the partnership. The liability of the limited partners is limited to their capital shares.

HOLDING COMPANY

A public shareholding company established for the purpose of acquiring shares in other companies, managing them, and extending loans, guarantees and credit facilitations. Funds are invested in shares, bonds and securities.

A Holding Company owns more than half of the company’s capital and /or has authority over selecting the company’s board of directors.

MUTUAL FUND COMPANY

A public shareholding company founded for the purpose of investing funds in securities for third parties, as per the Securities Law.

EXEMPT COMPANIES (OFFSHORE COMPANIES)

Either a public or a private shareholding company with limited liability. This company is registered as a Jordanian company that may not carry out any operations in Jordan. The company’s name must include the word“ Exempt”.

TYPES OF PARTNERS

GENERAL PARTNER

Partners jointly responsible for the management of the company’s activities, with full liability over the company’s private properties, debts and liabilities.

LIMITED PARTNER

Partners who contribute to the company’s capital without having the right to manage the company or perform its activities. The liability of such partners is limited to their capital shares.

COMPANY CAPITAL

Registered Capital

The company’s capital declared within the Company Founding contract and its Memorandum of Association. It is the maximum capital that can be claimed during the company’s duration.

Authorized Capital

The company capital needed only for the registration of the company.
Shares in Cash

The partner capital share in return for his cash value contribution in constituting the company’s capital.

Shares in Kind

The partner capital share in return for the in -kind value contribution to the company’s capital.

Capital Value in Cash

The cash value of the total shares which constitute the company’s capital.
Capital Value in Kind

The total shares in kind paid to constitute the company’s capital

Number of Shares offered for Public Subscription

The registered capital designated for subscription. This is only applicable for public shareholding companies.

Company Duration

The company life cycle. This is assumed to be unlimited unless otherwise stated by the Founding Contract and the Memorandum of Association.

Nature of Company
The nature of the company to be registered must be defined. This is defined by specifying both the type and class of company.
Type of Company
Different types of companies offer different advantages and have different requirements and conditions for both registration and operation.

The following are the types of companies which may be registered:

• General Partnership
• Limited Partnership
• Limited Liability
• Limited Liability – One Person
• Limited Partnership in Shares
• Public Shareholding
• Public Shareholding – One Person
• Foreign Company

Class of Company

Within each company “type”, the “class” of company must also be specified. Each class of company has its own set of conditions.

The classes of company permissible by law are as follows:

• Regular
• Civil
• Offshore
• Non-Profit
• Holding
• Mutual Fund

Company Information

This section of the application contains required information on the company.

Company name in Arabic and in English These fields accept the name of the company to be registered in Arabic and in English. Names will not be translated by the registrar and need to be supplied in both languages. If the company is foreign, the name will be entered in English only

Legal Correspondence Address The legal correspondence address of the company is accepted in the form of a street address, i.e. Capitol Building, Capitol Street, Amman. The PO Box and postal code are also acceptable in order to designate the legal mailing address.

Objectives Company A company may have a number of declared objectives. Objectives can be specific or broad. Examples of company objectives include “import and export of production machinery”. An example of a broader objective would be “import and export”.

Right to Borrow This indicates the value the company is allowed to borrow as a percentage of its registered capital, e.g. 50%.

Start and End of Fiscal Year This sets the dates for the formal start and closing of the fiscal year of the company. Usually January 1st and 30th of December are set for the start and closing dates. The company will be required to close its financial transactions and issue its end-of-year financial statements on the chosen closing date each year.

Number of Shares for Eligibility for Election For public shareholding companies, indicate the minimum limit for the number of shares owned by any given shareholder which qualifies him for voting in the general assembly.

Method of Management A company may be managed by either an elected “Board of Directors” or by a “Manager”. If a Board of Directors is chosen, the number of board members must be stated.

Status Upon Mortality The fate of the company upon the mortality of any of the shareholders must be defined. A common entry for this item is “Ownership of shares is inherited”.

Method of Distribution of Profit and Loss The way the company’s profits are distributed must be declared. An example would be “According to percentage of ownership”. Another example would be “90% according to percentage of ownership and 10% to management”.

Duration The life of a company can be a specific duration in years, i.e. “20 years”. The company must be liquidated at the end of the specified duration. Alternatively, the company duration can be “Unlimited”.

Number of Partners to Approve Change To make changes to the company’s information, such as Objectives, approval must be obtained from the partners. This item specifies how many partners are required to give their approval in order to affect the change. An example would be “All Partners”.

Authorized Signatories The company must declare the names of the personnel authorized to represent the company and/or sign on its behalf in financial, legal, administrative and other affairs. The authorized representatives may or may not be from the owners. Usually a monetary limit is attached to the financial authorization and sometimes a special agreement is specified. An example of financial authorization would be “Mr. Salah alone for up to 1,000 JD and all partners for anything exceeding 1,000 JD”.

Special Articles The company may find it necessary to state special articles to govern its bylaws of operation over and above the articles required by the law and stated in the application. The Special Articles section can be used for this purpose.

Capital Information

Registered Capital or Authorized Capital These two fields refer to the total capital of the company. The term Authorized Capital applies only to public shareholding companies and the term Registered Capital applies to all other types of companies..

Paid-Up Capital This is used for public shareholding companies only, and refers to the capital paid up by the non-founding shareholders through underwriting.

Number of Shares Specifies the total number of shares, i.e. 1,000,000 shares.

Value per Share States the value per share, commonly set at 1 JD per share.

Value of Shares In-Kind and Value of Cash Shares The total value of the shares consists of cash payment by shareholders, “Value of Cash Shares” plus their shares, plus the in-kind contribution, “Value of Shares In-Kind”, if any . The in-kind contribution is assessed in monetary terms and is registered as capital paid up in the names of the contributors.

Founders and Partners Information

This table requires the entry of the full names of the partners, their addresses, their official identification types and numbers, their shares both cash and in-kind, their ages, nationalities and their type of partnership. The type of partnership applies only to limited partnership companies and can be one of three types: Limited Liability Partner, Limited Partner or General Partner.

Registration
Documents required for completing individual firms and Trade companies’ membership procedures within the Amman Chamber of commerce:

Amman Chamber of Commerce is responsible for registering individual firms and commercial companies which operate their commercial activities within the borders of the Greater Amman Municipality.

First: Individual firms:

The applicant should present the following documents at the time of filling out the Chamber’s membership form:

• Commercial registration certificate issued by the Ministry of Industry and Trade.
• Commercial name document issued by the Ministry of Industry and Trade (if any).
• Original lease contract or title deed.
• Personal Identity Card issued by Civil Affairs Department to authorized signatories for Jordanians, and personal identification evidence for non-Jordanians.

Second: General partnerships, limited partnerships, and limited partnership by shares:

The applicant should present the following documents at the time of filling out the Chamber’s membership form:

• Corporate Control registration document issued by the Ministry of Industry and Trade, or the Official Gazette issue in which the company registration is included.
• Commercial name document issued by the Ministry of Industry and Trade (if any).
• Original lease contract or title deed .
• Personal Identity Card issued by the Civil Affairs Department to authorized signatories for Jordanians, and personal identification evidence for non-Jordanians.

Third: General Joint Stock Companies, Limited Companies and Exempt companies:

The applicant should present the following documents at the time of filling out the Chamber’s membership form:

• Corporate Control registration document issued by the Ministry of Industry and Trade, or the Official Gazette issue in which the company registration is included.
• Commercial name document issued by the Ministry of Industry and Trade (if any).
• Original lease contract or title deed.
• Personal Identity Card issued by the Civil Affairs Department to authorized signatories for Jordanians, and personal identification evidence for non-Jordanians.
• Company capital document issued by the Ministry of Industry and Trade.
• Document of authorized signatories issued by the Ministry of Industry and Trade.
• Company’s bylaw and memorandum of association.

Fourth: Regional Offices:

The applicant should present the following documents at the time of completing the Chamber’s membership form:

• Corporate Control registration document issued by the Ministry of Industry and Trade to non-operating foreign companies.
• Original lease contract or title deed documents (if any).
• Personal Identity Card issued by the Civil Affairs Department to authorized signatories for Jordanians, and personal identification evidence for non-Jordanians.

Fifth: Operative foreign companies:

The applicant should present the following documents at the time of filling out the Chamber’s membership form:
a. Corporate Control registration document issued by the Ministry of Industry and Trade for operative foreign companies.
b. Original lease contract or title deed document (if any).
c. Personal Identity Card issued by the Civil Affairs Department to authorized signatories for Jordanians, and personal identification evidence for non-Jordanians.

Note:
The authorized signatory should attend in person insofar as administrative issues are concerned. In the event that an authorized signatory cannot appear in person, a membership form may be obtained from the Chamber, signed by the signatory whose signature should be validated by the Bank he is dealing with, or whose signature should be verified according to other Chamber records indicating that this person is authorized to sign on behalf of the relevant firm.