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The Companies Law No. 22 of 1997
And its amendments
Published in the Official Gazette No. 4204 dated 15/5/1997

We, Al Hassan Bin Talal, the Regent
In accordance with Article (31) of the Constitution and pursuant to what has been decided
by the House of Senates and the House of Deputies, we hereby ratify the following Law and
order that it be promulgated and incorporated in the laws of the State :

Article (1): Citation of the Law and Coming into Force
This Law shall be cite d as the “Companies Law of 1997” and s hall come into effect after the
lapse of thirty days from the date of its publication in the Official Gazette .

Article (2): Definitions ▪
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 Firs t Instance in whose juris diction 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 Mana ger” 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 activ ities 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 Cod e; 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 King dom 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 t o 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 Minis ter 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 da ily
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 *:

General Partnership
Limited Partnership
Limited Liability Company
Limited Partnership in Shares
Private Shareholding Company
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 fo rce 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 minimiz ed 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 an d 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 Purs uant 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 sti pulated in the agreements and contracts under which they were established and their
Memorandums of Association .

Companies Operating in Free Zones

b) Companies operating in the free zones shall be registered with the Free Zones
Corporation in the regis ters 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 i n order for him to document the registration of investors in the free zones
with the Ministry .

Civil Companies

c) Civil Companies

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 .
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 .
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 .
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
accordan ce with what the partners agree upon ■.
-Non -profit Companies

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 companie s shall be registered in a special register named “Register of Non -Profit
Companies.” The company provisions, conditions, objectives, work that it is permitted to
practice, supervision, the method and manner of receiving assistance and grants, finance
reso urces, 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 s hall 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 a uthorized 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 writin g 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 an y 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 o perating 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
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, authority or public official body into a company
and the registration thereof in su ch 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 gener al 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 .
Article (9): Founding of the General Partnership
a) A General Partnership shall c onsist of a number of natural persons, not less than two and
not more than twenty, unless the increase is due to inheritance, provided that such an
increase is subject to the provisions of Articles (10) and (30) of this Law .

b) No person may be a partner in a General Partnership unless he is at least eighteen years
of age .

c) A partner in the General Partnership will acquire the capacity of a merchant and shall be
considered as practicing commercial business in the name of the Partnership .

Article (10): Address of the Company
a) The title of the General Partnership shall consist of the names of all the partners, or of
the title or surname of each of them or of the name of one or more of the partners or his
title, provided that, in this case, the phrase “and his partners” or “and partners” is added to
his name or their names, as the case may be, or what would lead to the meaning of this
phrase. The title of the Partnership shall always comply with its existing status .

b) The General Partners hip may have its own trade name provided that the said name is
associated with the title under which the Partnership is registered and that it appear on all
the documents and papers issued by the Partnership or dealt with and on its
correspondence .

c) If all or some of the partners in the General Partnership die and the title of the Company
was registered in their names, their heirs and the surviving partners may – with the
approval of the Controller – keep the Company title and use same if he finds that the
Company title has acquired commercial fame .

Article (11): Registration Procedures
a) An application for registration shall be submitted to the Controller together with the
original Company agreement signed by all the partners and with a statement sig ned by each
of them in accordance with paragraph (f) of Article (7) of this Law. The Company agreement
and its statement must include the following *:

Title of the Company and its trade name, if any .
Names of the partners and the nationality, age and address of each of them .
Headquarters of the Company .
The Company capital and each partner‟s share therein .
Objectives of the Company .
Duration of the Company, if it is limited .
Name of the partner or names of the partners authorized to manage and sign on behalf of
the Company and their powers .
The status of the Company in the event of the death, bankruptcy, or the declaration of
incompetence of any or all of its partners .

b) The Controller shall i ssue his decision approving the registration of the Company within
fifteen days from the date of the submission of the registration application. The Controller
may reject the said application if there is evidence in the Company agreement or its
memorandum of a violation of this Law, public order or the provisions of all legislations in
force and if the partners do not take action to rectify the said violation within the period
determined by the Controller. The partners may submit an objection to the Ministe r against
the rejection decision of the Controller within thirty days from the date of notifying them of
the said rejection .

Should the Minister decide to reject the objection, the objectors shall have the right to
contest his decision before the High Co urt of Justice within thirty days from the date of their
notification of the decision .

c) If the Controller approves the registration of the Partnership Company or if the approval
was obtained by a decision of the Minister, pursuant to the provisions of paragraph (b) of
this Article, it shall be registered after collection of the registration fees and the Controller
will issue the Company a registration certificate which will be considered as official evidence
in all legal procedures. The Company must mai ntain it in a visible place in its headquarters
and the Controller shall also publish an announcement of the Partnership‟s registration in
the Official Gazette *.

d) The General Partnership is not allowed to commence its operations or to exercise any of
them except after its registration and payment of the fees due thereon in accordance with
the provisions of this Article, and subject to all the provisions of this Law and the regulations
issued in accordance .

Article (12): The General Partnerships Register
The Controller shall keep a special register in which all General Partnerships are registered
in serial numbers and in chronological order according to their registration dates. The
alterations or amendments that may occur to any of them shall be recorded therein. Any

individual may, upon payment of the required fees, review the said register after obtaining
the prior approval of the Controller if the latter is convinced that such individual has a
special inte rest in the register .
Article (17): Management of the Company
a) Each partner shall have the right to take part in the management of the General
Partnership and the Partnership Agreement shall specify the names of partners authorized
to manage and sign on its behalf and their powers. The authorized person shall realize the
operations of the Company in accordance with the provisions of this Law and the regulations
issued in line therewith and within the authorities delegated to him and the rights given to
him under the Partnership Agreement. The authorized person shall not have the right to
receive any remuneration or wages in return for his work in the management of the
Company except with the approval of the remaining partners .

b) Any partner authorized t o manage the affairs of the General Partnership and to sign on
its behalf shall be considered its legal representative and the Company shall be committed
to the actions he undertakes on its behalf and to the results arising from the said actions.
However, if the partner is not authorized and realized any work in the name of the
Company, then it shall be responsible for his actions towards a bona fide third party and
shall claim compensation from him for all the losses and damages that may have been
incurred thereby as a result of his action .

Article (18): Responsibilities of Persons Authorized to Manage the Company
a) Any person authorized to manage the affairs of the General Partnership, whether a
partner or not, must work for its benefit honestly and fai thfully, safeguard its rights and
protect its interests. Same shall also present the partners on a periodic basis or upon the
request of all or any one of them with correct accounts of the Company operations in
addition to detailed information and data the reon .

b) The person authorized to manage the General Partnership shall be responsible for any
harm he may cause the Company or for any damage incurred thereby due to his negligence
or failure in realizing his duties. Such responsibility shall prescribe a fter the lapse of five
years from the date his work in the Company management is terminated for any reason
whatsoever .

Article (19): Responsibilities of the Person Authorized to Manage a Partnership upon the End
of his Authorization
a) The person authori zed to manage the General Partnership must present the partners
therein the following documents whether or not he has been requested to do so by the
partners and within three months from the date his duty in the Company management
ends :

An account showin g every benefit he gained whether in cash or in -kind or any rights he
obtained or owned as a result of any work relating to the Company which he conducted or
exercised in the course of his management of the Company and which he kept for himself
including a ny similar benefits which he gained through the exploitation of the Company title,
trademark or fame. The said person shall be obliged to refund the full value or amounts of
profits he earned and compensate the Company for all the harm sustained thereby in cluding
interest, expenses and costs incurred by the Company .
An account of any properties or assets belonging to the Company which he has placed
under his control or disposal and used or exploited or for the purpose of exploiting same for
his personal be nefit. The said person shall be obliged to return such properties and assets to
the Company and shall be liable for any loss or damage incurred thereby. He must also

compensate the Company for any harm or damage incurred thereby and for the loss of
profit incurred by the Company as a result of the aforementioned .

b) The provisions provided for in paragraph (b) of Article (18) of this Law regarding the
discharge of responsibility shall not be applicable to the acts stipulated in this Article. Such
provisions also do not include anything that prevents the person who commits the
abovementioned acts from assuming penal liability pursuant to any other law .

Article (20): The Discharge of the Person Authorize d to Manage the Partnership ■
a) If the person authorized to manage the Partnership and sign on its behalf was a partner
therein and was appointed in that capacity in pursuance of the Company agreement or a
special contract agreed upon between the partners, then he may not be discharged from
managing it or signing on its behalf and another may not be appointed in his stead except
with the approval of all partners or by virtue of a decision issued with the majority of more
than one -half of all partners who ow n more than 50% of the Partnership‟s capital if the
Partnership Agreement permits that and if it contains a provision stating the method of
appointing a person authorized to manage it and sign on its behalf from among the partners
instead of the discharged person. Otherwise the authorized partner may not be discharged .

b) The partner authorized in managing the Company and signing on its behalf may be
dismissed with a decision issued by the competent Court upon the request of one partner or
more if the Cou rt finds a legitimate cause justifying that dismissal, after which the
competent Court shall take a decision to appoint a substitute authorized person .

Article (21): Actions that a Partner is Prohibited to Undertake
A partner in a General Partnership or the authorized person in managing it, whether a
partner or other, shall not be permitted to undertake any of the following actions without
obtaining the prior written approval of the remaining partners or all of them, as the case
may be ■:

a) To enter int o any undertaking with the Company to realize any business, whatever its
nature, on its behalf .

b) To enter into any undertaking or agreement with any person if the subject -matter of the
undertaking or the agreement falls within the objectives and activities of the Company .

c) To engage in any business or activity which competes with the Company, whether he
carried out the said business or activity for his own benefit or for the benefit of others .

d) To participate in any other co mpany which carries out businesses similar or analogous to
those of the Partnership or to assume the responsibility of managing such companies. This
Article does not apply to mere ownership of shares in Public Shareholding Companies .

Article (22): Expens es of the Person Authorized to Manage the Partnership
The General Partnership shall be liable for all the expenses and costs incurred by the person
authorized to manage the Company in the course of conducting its operations or for any
loss or damage sustai ned by him due to undertaking any business for the benefit of the
Company or for the protection of its assets and rights, even if the said person did not obtain
the prior approval of the partners for that .

Article (23): Expelling a Partner from the Partn ership

The partners in a General Partnership shall not have the right to expel any of them from the
Company except by a Court decision upon the request of any of the partners .

Article (24): Partnership‟s Account Books, Records, and Registers
a) The Partn ership shall undertake to keep its account books, records and registers at its
headquarters or at any place where it carries out its activities. If the capital of the
Partnership is ten thousand Dinars or more, it shall undertake to keep duly organized
acc ount books and records. Each partner shall have the right to examine such account
books, records and registers either personally or by delegating, in writing, any other
experienced and specialized person to do so and to obtain copies or extracts therefrom. Any
agreement to the contrary shall be null and void .

b) The General Partnership, whose capital is one hundred thousand Dinars or more, shall
undertake to appoint a licensed auditor to be elected by the majority of the partners .

Article (25): Partners hip‟s Responsibility towards Actions of Authorized Manager
a) The General Partnership shall be bound by any action undertaken by any person
authorized to manage it or to realize such action and by any documents signed by him in
the name of the Company whet her such person is a partner in the Company or not .

b) The person authorized to manage the Company shall be considered authorized to file
lawsuits in the name of the Company unless the Partnership‟s Agreement provides
otherwise ■.

Article (26): Partners ‟ Responsibility towards Partnership Debts
a) Subject to the provisions of Article (27) of this Law, the partner in the General
Partnership shall be jointly and severally liable with the rest of the partners for all the
Partnership‟s debts and obligations which became due on the Company during the period he
is a partner therein. He shall guarantee the Company debts and obligations by his own
private property. This liability and guarantee shall be transferred to his heirs after his death
within the limits of the amount inherited .

b) Anyone who assumes, either verbally or in writing or by his acts, the identity of a partner
in the General Partnership or deliberately allows others to believe as such shall be
responsible to any party who becomes a creditor to the Company as a result of his belief in
that pretence .

Article (27): Partnership Prosecution
A creditor of the General Partnership may sue the Company and partners therein. However,
he may not levy execution on property of partners for collecting his debt except after having
levied execution on the property of the Company. Should such property prove to be
insufficient for settlement of his debt, then the creditor may file lawsuit against the
partners‟ own property to settle the amount re maining of that debt. Each partner shall have
the right to compensation from other partners in proportion to the percentage paid by him
for each one of them out of the Company debt .

Article (28): Withdrawal from a Partnership
a) Any partner in the Genera l Partnership may of his own will withdraw therefrom if the
duration of the Company is not limited, in such case he must abide by following :

Inform the Controller and the remaining partners in the Partnership of his intention to
withdraw therefrom by ser ving them with a written notice through registered mail. The

withdrawal shall be considered effective as from the day following the publication of same
by the Controller in at least two local daily newspapers at the expense of the withdrawing
partner. With drawals will only be effective against others from this date .
The withdrawing partner shall continue to be, together with the remaining partners, jointly
and severally liable for all the Company debts and obligations incurred by it prior to his
withdrawal therefrom. The withdrawing partner shall be considered as guarantor of the said
debts and obligations from his private properties, together with the remaining partners, in
accordance with the provisions of this Law .
The withdrawing partner shall be respo nsible towards the Company and the remaining
partners for any harm or damage sustained by them as a result of his withdrawal from the
Partnership, and he shall also be responsible to compensate for such harm or damage .

b) If the General Partnership is o f limited duration, then none of the partners are allowed to
withdraw therefrom during that period except with a Court decision .

c) Should the provisions of paragraphs (a) and (b) of this Article apply, then the remaining
partners shall realize the neces sary amendments to the Partnership Agreement and make
the necessary changes to its status in accordance with the provisions of this Law .

d) In case a partner withdrawal in accordance with the provisions of paragraph (a) of this
Article and the Company wa s comprised of two persons then this will not lead to dissolution
of the Company and the remaining partner should admit one or more new partners to the
Company to replace the withdrawing partner within three months from the date of
withdrawal. Failing to d o so within such period will result in the dissolution of the Company
by operation of Law .

Article (29): Admittance of a Partner to the Partnership
a) One or more new partners may be admitted to the Partnership with the approval of all
the partners unles s it is stated otherwise in the Partnership Agreement. The new partner,
with the remaining partners, shall become liable for all debts and obligations that become
due on the Company after his admittance thereto, and shall also be considered as guarantor
of the said debts and obligations with his personal properties ■.

b) The provisions of paragraph (a) of this Article shall apply to any new partner admitted to
the Company as a result of the relinquishing by one of the other partners to him of his share
or a part thereof in the Company. In this case, the provisions of clauses (2) and (3) of
paragraph (a) of Article (28) of this Law shall apply to the withdrawing partner .

Article (30): Death of a Partner
a) Unless the Partnership Agreement or any other agre ement signed by all partners prior to
the death of a partner provides otherwise :

The Partnership shall remain in existence and shall continue to exist in the event of the
death of one partner therein .
Any of the heirs of the deceased partner wishing to join the Company may do so, each in
proportion to the percentage of shares devolved upon him from the share of his devisor, in
the capacity of a general partner if same meets the conditions required in the general
partner in accordance with the provisions of this Law. Heirs not wishing to join the Company
must notify the Controller with a written notice within two months of the occurrence of the
death. In all cases the heirs joining the Company and the partners must bring about the
necessary changes in the Partnership‟s Agreement and its statement in accordance with the
Law‟s provisions within a period set by the Controller ■.

If one of the heirs of the deceased partner is a minor or is legally incompetent he shall be
admitted to the Company as a limited par tner and the Partnership shall, by operation of the
Law, be converted to a Limited Partnership .

b) If the General Partnership continues to operate following the death of any of its partners
without there being in its Agreement or any other agreement sig ned by all partners prior to
the death of the partner any express provision that prohibits the Company to continue in
existence and it continues to exist, then the inheritance of the deceased partner shall not be
liable for any of the debts and obligations that become due on the Company following his
death .

Article (31): Bankruptcy of One of the Partners
If one of the partners in the General Partnership becomes bankrupt, then the creditors of
the Company shall have the priority over his private debts in his bankruptcy. If the
Company, however, becomes bankrupt, then its creditors shall have priority over the private
creditors of the partners .
Article (32): Cases of Company Termination
A General Partnership shall be terminated in any of the following circumstances :

a) When all partners agree on the dissolution of the Company or on its merger with another
company .

b) Expiry of the Company term, whether its original term or the extende d term as per the
agreement of all partners .

c) Completion of the objective for which it was formed .

d) When only one partner remains in the Company subject to the provisions of paragraph
(d) of Article (28) of this Law .

e) Declaring the Company bank rupt, in which case this will result in the consequent
bankruptcy of the partners .

f) Declaring one of the partners bankrupt or legally incompetent unless all remaining
partners decide on the continuance of the Company between them in accordance with the
Partnership agreement .

g) Dissolution of the Company by a Court decision .

h) Canceling the registration of the Company upon the Controller‟s decision in accordance
with the provisions of this Law .

Article (33): Dissolution of a Company
a) The Court shall consider the dissolution of a General Partnership pursuant to a case filed
by one of the partners in any of the following circumstances :

If any of the partners commits a imperative continuous breach of the Partnership
Agreement or causes substantia l damage to the Company as a result of committing a
wrong, default, or negligence while managing the Company affairs or while looking after its
interests or safeguarding its rights .
If the activities of the Company can only be realized at a loss for any r eason whatsoever .

If the Company loses all of its properties or a big portion so that the continuity of its
activities becomes unfeasible .
If a disagreement occurs between partners rendering the continuity of the Company among
them impossible .
If any of the partners becomes permanently incapable of performing his duties towards the
Partnership or fulfilling his obligations thereto .
b) The Court may, in any one of the events mentioned in paragraph (a) of this Article,
either decide to dissolve the Company or decide that it continue to realize its business after
the expulsion of one or more partners therefrom if such an expulsion, at the discretion of
the Court, will lead to the continuity of the operations of the Company in a normal manner
that meets the interests of both the Company and the remaining partners and safeguards
the rights of others .

Article (34): Ceasing of Company Operations ■
Should the Company cease to carry out its operations, the authori zed partner or any partner
therein shall notify the Controller of that within a period that does not exceed thirty days
from the date of the Partnership ceasing its operations, or if the Controller became aware
that the Company has ceased to carry out its operations, and after ascertaining this, he may
in both cases grant the Company a specified period to resume its operations. If the
Company fails to respond, the Controller may request its compulsory liquidation .

Article (35): Company Liquidation
a) Any Partnership that has been dissolved for any of the reasons stipulated in this Law
shall be considered in a state of liquidation and the properties thereof shall be liquidated
and distributed among the partners as agreed upon in the Partnership Agreement or any
other document signed by all partners. Should there be no such agreement between the
partners, then the liquidation of the Company and the distribution of its properties among
the partners shall be governed by the provisions of this Law .

b) A General Partnership which is under liquidation shall retain its corporate identity, to the
extent necessary for the liquidation and its procedures and until its liquidation is realized.
The authority of the person authorized to manage the Company shall, in this case, be
terminated whether he is one of the partners or others .

Article (36): Appointment of a Liquidator
If the liquidation of the Partnership is voluntary with the agreement of all partners, then a
liquidator shall be appointed by the partners , and they shall determine his remuneration.
Should a dispute arise between them regarding this issue, then the liquidator shall be
appointed and his remuneration will be determined by the Court upon the request of any or
all of the partners. However, if t he Company has been dissolved by law or by a Court
decision, then a liquidator shall be appointed by the Court which shall also determine his
remuneration .

Article (37): Liquidator‟s Activities
a) The liquidator of a General Partnership must commence his work by announcing the
Company liquidation in one daily newspaper at least and by preparing a list which includes
all the properties and assets of the Company, and must also specify all its rights due from
others and obligations due to others. The liquida tor is neither authorized to relinquish any of
the Company properties, rights or assets nor to dispose of any of them except with the prior
approval of all partners or permission from the Court ■.

b) The liquidator is not authorized to carry out any new b usiness for the Company or in its
name except what is needed and necessary for the completion of any undertaking which has
been previously commenced by the Company .

c) The liquidator shall be personally liable for any violation of the provisions of this Article .

Article (38): Liquidator‟s Duties
The liquidator must comply with all the legal and practical procedures needed for the
liquidation of the General Partnership in accordance with the provisions of this Law and any
other legislation which he deems appropriate to apply, including the collection of debts due
to the Company and repayment of debts due by the Company, according to priority as
determined by law .

Article (39): Settlement of Partners‟ Rights after Dissolution of Partnership
a) The follow ing rules and provisions shall be observed in settling the rights among the
partners after the dissolution of a General Partnership and placing it under liquidation, and
the properties and assets of the Company including the properties offered by the partn ers
for the purpose of such settlement and as a part thereof, shall be utilized for the settlement
of such rights and obligations due, according to the following order :

Liquidation costs and the remuneration of the liquidator .
Amounts due by the Company to its employees .
Amounts due by the Company to the public treasury .
The Company debts to creditors other than the partners provided that priority rights are
observed when repaying same .
Loans advanced by partners to the Company which were not part of their shares in its
capital .
b) Each partner shall receive profits and incur losses including the profits or losses of the
liquidation in the same proportion agreed upon and determined in th e Partnership
Agreement. If the Agreement does not indicate such a proportion, then distribution of
profits and losses shall be made in proportion to their shareholding in the capital. The
remaining amount of the Company properties and assets shall then be distributed among
the partners each in proportion to his shareholding in its capital .

Article (40): Liquidator‟s Duties upon End of Liquidation ■
a) The liquidator must submit to each partner at the end of the General Partnership
liquidation a final acco unt of the operations and procedures undertaken by him during the
liquidation process. He must also submit the said account to the Court should he have be
appointed therefrom. In all events, the Controller shall be notified of the causes of
liquidation and shall be provided with a copy of that account in a period that does not
exceed a year from the date of the liquidation decision. Contrary to this, the Controller may
refer the Company under liquidation to Court in order for it to complete the liquidation
procedures under its supervision, or he may grant the liquidator an appropriate grace period
to complete these procedures. In all cases the Controller must publish an announcement of
the Company liquidation in the Official Gazette and in a local daily news paper at the
Company expense. The date of appeal comes into force as of the announcement‟s
publication in the local daily newspaper if the liquidation decision is not issued in the
presence of the parties .

b) Shall it become apparent after the completion of the liquidation procedures and the
cancellation of the Company registration that movable and immovable property registered
in the Company name were not included in the liquidation exist, the Controller shall refer

the matter to Court in order for it to issue a decision in pursuance to a summary request to
determine the method of liquidating this property whether through the appointment of a
new liquidator, or the continuance of the previous liquidator in carrying out his duties .

Article (41): Founding of a Limited Partnership
A Limited Partnership is formed of the two following categories of partners whose names
should be listed in the Partnership Agreement .

a) General Partners :

They shall manage the Partnership and realize its operations. They are also jointly and
severally liable for all the Partnership‟s debts and liabilities with their private properties .

b) Limited Partners :

They shall contribute to the capital of the Partners hip without having the right to manage
the Company or to realize its operations, and the liability of each one of them towards the
Company debts and liabilities is limited to his share in the capital of the Company .

Article (42): Partnership‟s Address
Th e title of a Limited Partnership shall only consist of the names of the general partners. If
there is only one general partner in the Partnership, then the phrase “and partners” must be
added to his name. The name of any limited partner must not appear in the limited
Partnership‟s title. Should the name of a limited partner be mentioned upon his request or
with his knowledge, then he shall be responsible as a general partner for the Company
debts and liabilities towards other parties, who may have depended, in good faith, in their
dealing with the Company, on that name .

Article (43): Partnership‟s Management
a) A limited partner shall not have the right to participate in the management of the Limited
Partnership and shall have no power to bind it, but he m ay have access to its books,
accounts and registers related to the decisions adopted in the course of its management.
Same may also inquire about its state and affairs and deliberate with other partners in
connection therewith .

b) If the limited partner participates in the management of its affairs, he shall then be liable
as a general partner for all debts and obligations incurred by the Partnership during his
participation in its management .

Article (44): Relinquishment by a Limited Partner of his Sha re ■
A limited partner in a Limited Partnership may at his own discretion and without acquiring
the approval of the general partners relinquish his share to another person, who shall
become a limited partner in the Company unless all general partners agree that he be
admitted as a general partner in the Company .

Article (45): Admittance of a Limited Partner to the Company
A new general partner may be admitted to the Limited Partnership with the consent of all
the g eneral partners, or with the consent of the majority of them should the Partnership
Agreement allow such an admission. The approval of the limited partners is not required in
such a case .

Article (46): Amendments to the Company Objectives ▪
Any disagreeme nt arising of the management of the Limited Partnership shall be resolved
by the general partners in the Company with unanimity or agreement of their majority
provided that same own more than 50% of the Company capital (if permitted to do so by
the Partner ship Agreement). However, any change or amendment in the Agreement and
statement shall not be made without the consent of all general partners .

Article (47): Instances where the Company shall not be Dissolved
A Limited Partnership shall not be dissolved due to the bankruptcy of the limited partner, his
insolvency, his death, his incompetence or his permanent disability .

Article (48): Application of General Partnership Provisions to Limited Partnership
A Limited Partnerships shall be subject to the provi sions governing the General Partnership,
which are stipulated in this Law in all matters and events not provide for in this part .

■As amended by the Temporary Law No. (40) for the year 2002 .

Article (49): Founding of an Implied Trust
a) An Implied Trust is a commercial understanding organized between two persons or more.
The operations of the Implied Trust shall be carried out by an apparent partner who shall
deal with third parties. The Implied Trust as such is limited to the special rel ationship
between the partners. The existence of such a company between the partners may be
proven by all means of proof .

b) An Implied Trust Company does not enjoy a corporate identity and is not subject to the
provisions and procedures of registration and licensing .

Article (50): A Partner Acquiring the Capacity of a Merchant
The silent partner in an Implied Trust Company shall not be considered a merchant unless
he personally carries out commercial transactions .

Article (51): Partners‟ Responsibili ty
Third parties shall not have the right of any course of action against any partner except over
the one dealt with in the Implied Trust. Should a partner therein confess to the existence of
such a Company or should he notify others of its existence, the Company may then be
considered as an existing Company and the partners therein shall become jointly
responsible towards third parties .

Article (52): Partners‟ Rights and Obligations
The Implied Trust Agreement shall sp ecify the rights and obligations of all partners therein
towards each other and towards the Company and the manner in which profits and losses
are to be distributed among them
Article (53): Founding of a Limited Liability Company
a) The Limited Liability C ompany is composed of two persons or more. The Company
liability shall be considered independent from the liability of every shareholder in it. The
Company assets and property shall be liable for its debts and obligations. The liability of any

shareholder therein for these debts, obligations and losses is limited to its shares in the
Company *.

b) The Controller may agree to the registration of a Limited Liability Company composed of
one person only or which may become owned by one person .

c) Upon the de ath of a shareholder in the Limited Liability Company, his share will be
transferred to his heirs. This rule shall apply to the legatee of any share or shares in the
Company .

Article (54): Company Capital
a) The capital of the Limited Liability Company s hall be fixed in Jordanian Dinars provided
that the capital is not less than thirty thousand Dinars divided into indivisible shares of
equal value of not less than one Dinar each. However, should more than one shareholder
jointly own such shares, for whate ver reason, the shareholders must select one person from
amongst them to represent them before the Company. However, if the shareholders
disagree or do not make that election within thirty days from the date they become holders
of such share, then they sha ll be represented by the person elected from amongst them by
the Company manager or its Management Committee .

b) A Limited Liability Company may not offer its shares for public subscription or increase its
capital or borrow by subscription *.

Article (5 5): Title of a Limited Liability Company
The name of the Limited Liability Company shall be derived from its objectives provided that
it is followed by the words: “with limited liability”, which can be abbreviated by the letters
“W.L.L.” The Company name, capital amount and registration number shall be stated on all
of the stationery and print material used in its operations and contracts concluded thereof .

Article (56): Maintenance of the Commercial Name

A General Partnership Company or Limited Partner ship Company may keep its original name
if it wishes to convert to a Limited Liability Company .

Article (57): Registration Procedures
a) The application to establish the Limited Liability Company shall be submitted to the
Controller accompanied by the Co mpany Articles and Memorandum of Association on the
approved forms for this purpose, and shall be signed before the Controller or before any
person delegated by him in writing, before a Notary Public or before a licensed lawyer .

b) The Limited Liability Company Articles of Association shall incorporate the following
particulars :
• Name of the Company, its objectives and its headquarters .
• Names of the shareholders, their nationalities and the selected notification address
of each of them ■.
• Amount of capital and the shares of each shareholder therein .
• Statement of the in -kind share(s) in the capital, name of the shareholder who
presented such shares and their estimated values .
• Any other additional data which the shareholders may submit or which the
Controller may request in implementati on of the provisions of the Law .

c) The Memorandum of Association of the Limited Liability Company must include the
information provided for in paragraph (b) of this Article in addition to the following
information :
• The manner of managing the Company, the number of members in the
Management Committee, the Committee‟s powers including the limit and ceiling of
borrowing, mortgaging the company assets and guaranteeing others in a manner that
realizes the interest of the company and its objecti ves ▪.
• Conditions for transferring the shares in the Company and the procedures to be
followed in that respect and the form of writing the transfer .
• The manner of distributing the profits and losses to the shareholders .
• Meetings of the Company General Assembly and Management Committee, their
legal quorum, and the quorum needed for taking decisions thereby, the procedures
regarding the manner of holding the said meetings and the invitation procedures for
atte nding same ▪.
• Rules and procedures pertaining to the liquidation of the Company .
• Any other additional information furnished by the shareholders or requested by the
Controller .

Article (58): In -kind Shares in the Capital
a) If the Company capital or a part thereof is in -kind shares, then the holders of such shares
shall keep same and refrain from disposing of them until they are delivered to the
Company, registered in its name and the title thereto is transferred to it .

b) If the holders of in -kind shares do not comply with delivering and transferring the title of
these shares, as the case may be, to the Company within thirty days of the Company
registration, subject to renewal upon the Controller‟s approval, they shall b e bound by
operation of law to pay the value thereof in cash, according to the price approved by the
founders in the Company Memorandum of Association. The Controller has the right to
request proof of the accuracy of the evaluation of the value of the in -kind shares *.

c/1) If the Controller is not convinced of the accuracy of the evaluation of the in -kind shares
presented by the shareholders, the Minister based on the Controller‟s recommendation shall
form a committee from specialized and experienced pers ons at the Company expense to
evaluate the concerned shares‟ monetary value, provided that one of the shareholders is a
member of the committee. The committee shall present its report to the Controller within a
period that does not exceed thirty days from the date of its formation ▪.

c/2) The shareholders may object to the Minister on this report within ten days of its
presentation to the Controller. The Minister shall arrive at a decision concerning the
objection within two weeks of its presentation to th e Controller. If he accepts the objection
the Company registration will be rejected unless the shareholders accept the evaluation, in
which case the registration procedures shall be completed in accordance with the provisions
of this Law .

d) Concession r ights, patents, technical know -how and other intangible rights are
considered as in -kind assets .

Article (59): Registration of the Company
a) The Controller shall issue his decision approving the registration of the Company within
fifteen days from the d ate the application‟s submittal and signed by the shareholders. He
may refuse the application if he finds that the Company Articles or Memorandum of
Association contains a provision that contradicts the provisions stipulated in this Law and

the regulations promulgated in accordance therewith and contrary to any other legislation in
force in the Kingdom, and the shareholders have not removed the violation within the
period specified by the Controller. The shareholders may object to the rejection decision
bef ore the Minister within thirty days of the date they are notified of same. If the Minister
rejects the objection, the objectors may challenge his decision before the High Court of
Justice within thirty days of the date of notifying them of the decision .

b/1) If the Controller approves the registration of the Company or such approval was
secured by the Minister‟s decision in accordance with the provisions of paragraph (a) of this
Article, and after the shareholders submit documents which prove that not les s than 50% of
the Company capital has been deposited at a Bank in the Kingdom, the Controller shall
collect the registration fees and issue a registration certificate to be published in the Official
Gazette. In all cases, the remainder of the Company capit al shall be paid within the two
years following its registration. The deposited amount can not be disposed of for purposes
that are not related to the Company *.

b/2) The provision of clause (1) of this paragraph shall be applied to any increase that may
occur to the Company capital .

c) The bank with which any amounts of the Company capital have been deposited, the
Company being in the founding stage, may not return it unless a certificate from the
Controller attesting to desisting from establishing the Company has been presented it. This
provision shall be applied upon any increase to the Company capital ▪.

Article (60): Company Management
a) The Company shall be managed by a manager or Management Committee whose
members shall not be le ss than two and not more than seven, whether they are
shareholders or others, in accordance with the Company Memorandum of Association for a
period of four years. The Memorandum may provide for a shorter period. The Management
Committee shall elect a chair man, a deputy chairman and those authorized to sign on behalf
of the Company *.

b) The manager of the Limited Liability Company or its Management Committee shall have
full power to manage the Company within the limits specified by its Memorandum of
Associ ation. Transactions and actions realized or exercised by the manager or Management
Committee in the name of the Company shall be binding on the Company before others
dealing with the company in good faith, irrespective of any restriction stipulated in the
Company Articles or Memorandum of Association .

c) Others dealing with the Company shall be considered bona fide unless the contrary is
proven. However, others shall not be obligated to ascertain that there is any restriction on
the powers of the managers or the Management Committee in their power to bind the
Company under its Articles or Memorandum of Association .

Article (61): Responsibility of the Manager of the Company
The manager of a Limited Liability Company, whether the sole manager thereof or an y one
of the members of its Management Committee, shall be responsible to the Company, the
shareholders and others for any violation of the provisions of this Law, the regulations
issued in pursuance, the Company Articles and Memorandum of Association, and decisions
issued by its General Assembly or Management Committee .

Article (62): Duties of the Manager of the Company *

The manager of a Limited Liability Company or its Management Committee shall prepare the
Company annual balance sheet and final account s including the profit and loss account,
necessary clarifications and cash flow statement, fully audited by a licensed auditor in
accordance with recognized and accredited international auditing principles, in addition to
the annual report on the Company a ctivities. The manager shall then submit them to the
Company General Assembly, during its annual ordinary meeting and shall present the
Controller with a copy thereof accompanied with the appropriate recommendations. This
should be done within the first th ree months of the Company‟s new fiscal year .

Article (63): Actions Prohibited to the Company Manager
a) The manager of a Limited Liability Company – whether a sole manager or a manager
appointed by the Management Committee – and any member of the Managem ent
Committee shall be prohibited from assuming any position in any other company with
objectives similar to or competitive with the Company business and from realizing any work
similar to the Company business, whether for his own account or for the accoun t of others,
with or without payment, or to participate in managing another company having objectives
similar to or competitive with those of the Company except with approval of the General
Assembly by a majority vote of not less than 75% of the shares for ming the Company
capital .

b) If any of the persons mentioned in paragraph (a) of this Article fails to obtain the
approval of the General Assembly, and the Controller is notified of the offence by a written
notice from one of the shareholders, the Contro ller shall request the offending shareholder
to rectify his status and remove the offence within thirty days of the date of his notification
thereof. Otherwise the person shall be considered as having lost his membership in the
Management Committee or his position in the Company by the operation of Law. He shall
also be punished with a fine of not less than one thousand Dinars and not more than ten
thousand Dinars and shall be obligated with the damage sustained by the Company or the
shareholders *.

Articl e (64): The Company General Assembly
a) The General Assembly of a Limited Liability Company is composed of all the shareholders
therein, and shall hold one annual meeting during the first four months of the Company
fiscal year upon the invitation of either its manager or the chairman of the Management
Committee and in the place and on the date specified thereof .

b/1) The General Assembly of a Limited Liability Company may hold one or more
extraordinary meeting upon the request of its manager or Management Committee to
discuss any of the issues falling within its jurisdiction in accordance with the provisions of
this Law, in any of the following two situations *:
• Upon the request of a number of shareholders holding at least one quarter of the
Company capital provided that a copy of the request is sent to the Controller .
• Upon the request of the Controller should he receive a request from shareholders
holding at least 15% of the Company capital, and is satisfied with the reasons indicated
therein .
2 ) Should there be no response to the request from the Management Committee‟s manager
within a week of the date of its submittal; the Controller shall call for a meeting at the
Company expense *.

c) Any shareholder in a Limited Liabil ity Company shall have the right to attend the ordinary
and extraordinary meetings of the General Assembly to discuss issues presented therein,
and to vote on the decisions thereof. The said shareholder may delegate another

shareholder to attend the meetin g on his behalf in pursuance to an empowerment form
prepared by the Company management or in pursuance to a power of attorney.
Empowerment or delegation to others in the same manner is permissible if the Company
Agreement permits same *.

d) Each shareholder in a Limited Liability Company shall be notified to attend the meetings
of the General Assembly whether these meetings are ordinary or extraordinary. Invitations
shall be delivered by hand against a signature of receipt, or sent via regist ered mail at least
fifteen days prior to the date set for the meeting, provided that the invitation includes the
annual work schedule and is accompanied by the documents referred to in Article (62) of
this Law. The shareholder shall be considered notified of the invitation within a period that
does not exceed six days of the date of its deposit in the registered mail on his address
registered at the Company *.

e) The Controller shall not be invited to attend meetings of the General Assembly of the
Limited Liability Company, whether they are ordinary or extraordinary. However, the
Company manager or Management Committee shall provide the Controller with a copy of
the minutes of the meeting signed by the meeting‟s chairman and the secretary thereof
within ten days of the date of convening such meeting. The Controller may attend the
meeting upon the request of the manager or Management Committee or upon a written
request by shareholders holding at least 15% of the shares which form the company capital .

f) If the procedures set out in paragraph (d) of this Article are not observed the Controller
may reject the meeting‟s minutes and the decisions issued thereof unless the shareholder or
shareholders, who were not notified and did not attend the meeting, agree in accordance
with the aforementioned regulations to consider themselves notified without his or their
shares entering the quorum set for issuing the decision *.

Article (65): The Legal Quorum for General Assembly Meetings
a) The quorum for the ordinary meeting of the General Assembly of the Limited Liability
Company shall be valid if attended by a number of shareholders representing more than
one -half of the Company capital whether they attend in person or by proxy. If such quorum
is not present within one hour from the time set for starting the meeting, then such meeting
shall be postponed to another date which will be held within fifteen days from the date set
for the first meeting. The absent shareholders shall be notified of this, and the quorum at
the second meeting shall be considered valid with the shareholders present regardless of
their number or the percentage of shares owned by them in the capital .

b) The quorum for the extraordinary meeting of the General Assembly of the Limited
Liability Co mpany shall be valid if attended by a number of shareholders representing at
least 75% of the shares which form the Company capital, whether in person or by proxy
unless the Company Memorandum of Association provides for a higher majority. If however,
the quorum is not present within one hour from the time set for starting the meeting, then
it will be postponed to another date to be held within ten days from the date set for the first
meeting. The absent shareholders shall be re -notified thereof, and quorum for the second
meeting shall be valid if attended by at least 50% of the shares forming the Company
capital, whether in person or by proxy unless the Company Articles of Association provides
for higher majority. Should such quorum not be present the meeti ng shall be cancelled
whatever the reasons for calling it .

Article (66): The Agenda for the Ordinary General Assembly Meetings

a) The agenda of the Limited Liability Company General Assembly in its ordinary annual
meeting shall include the following :
• Discussion of the report prepared by the manager or the Management Committee
on the Company operations, activities, financial position during the past fiscal year, and
future Company plans *.
• Discussion and approval of the balan ce sheet, profit and loss account and cash flow
of the Company after hearing and discussing the report of the auditors ▪.
• Election of the Company manager or its Management Committee, as the case may
be, in accordance with this Law .
• Election of the Company auditors and determination of his remuneration .
• Any other matters which the Company manager or Management Committee may
present to the
• General Assembly, or any issue presented by any shareho lder which the General
Assembly accepts to discuss. Provided that none of these issues is of the type which can
only be discussed in an extraordinary meeting in accordance with this Law .
b) The General Assembly of a Limited Liability Company shall adopt i ts decisions with
respect to any of the issues stipulated in paragraph (a) of this Article by majority votes of
the shares of the capital represented in the meeting and each share shall have one vote .

Article (67): The Agenda for the Extraordinary Genera l Assembly Meeting
a) The General Assembly of a Limited Liability Company shall be invited to an extra -ordinary
meeting. None of the following issues can be discussed unless they have been stated in the
agenda for this meeting :
• The amending the text to the Company Articles or Memorandum of Association .
• Increase or decrease of the Company capital and determination of the share
premium or discount, provided that the provisions stipulated in Article (68) of this Law
pertaining to the decrease of the Company capital are observed and that the method of
increasing the capital is specified .
• Merger or incorporation of the Company by any of the incorporation methods stated
in the Law .
• Dissolution and liquidation of the Company .
• Discharge of the Company manager or its Management Committee or any of its
members .
• Sale of the Company or all of its assets, or the ownership of another company or
buying all or part of its assets .
• Guarantee of third parties‟ obligations if the Company interest so requires .
• Any issue that falls within the jurisdiction of the extraordinary General Assembly
stated in this Law or the Company Memorandum of Association .
b) Notwithstanding the provisions stipulated in Articles (68) and (75) of this Law and if the
aim is to restructure the capital, the Company may decrease and re -increase its capital at
the same extraordinary meeting of the General Assembly convened in accordance with the
provisions of the Law for this purpose, provided that the invitation shall contain the
justificatio ns and feasibility which this procedure aims at, and that the restructuring of the
capital shall be published in two local newspapers for at least one time .

c) The General Assembly of the shareholders in a Limited Liability Company may at its
extraordina ry meeting discuss any of the issues mentioned in Article (66) of this Law,
provided that the said issues are listed in the invitation for the meeting. The assembly shall
adopt its decisions by the majority of the capital shares represented in the meeting .

d) The General Assembly of a Limited Liability Company shall adopt its decisions in respect
of any of the issues provided for in paragraph (a) of this Article by a majority of not less

than 75% of the capital shares represented in the meeting, unless th e Company
Memorandum of Association provides for a greater majority. Decisions adopted by the
General Assembly regarding the issues mentioned in clauses (1), (2), (3), (4) and (6) of
paragraph (a) and paragraph (b) of this Article shall be subject to the p rovisions of
approval, registration and publication stipulated in this Law .

e) If the General Assembly fails, during its ordinary or extraordinary meetings, to reach a
decision as a result of a tie in the votes in two consecutive meetings, the Controller shall
grant it a period that does not exceed thirty days to reach the appropriate decision. In case
such a decision is not reached the Controller is entitled to refer same to Court to decide on
its liquidation .

Article (68): Decrease of the Company Capi tal
a) A Limited Liability Company may decrease its capital if same exceeds its needs or if the
Company sustains losses amounting to more than 50% of the said capital, provided that the
provisions of Article (75) of this Law are observed .

b) The Controll er shall at the expense of the Limited Liability Company publish an
announcement, on three consecutive days in at least one daily newspaper, of the Company
decision to decrease its capital. The Company creditors shall have the right to submit a
written obj ection against the said decision to the Controller within fifteen days from the last
date of publication of the said announcement. Any creditor shall also have the right to
appeal the decision regarding the decrease of the Company capital before the Court if the
Controller fails to settle his objection within thirty days from the date of the submission of
the said objection thereto, provided that such an appeal does not stop the decrease
procedures, unless the Court decides so *.

Article (69): Publication of the Annual Balance Sheet
A Limited Liability Company is exempted from publishing its annual balance sheet, its profit
and loss account and a summary of the report of its manager or Management Committee in
the local newspapers .

Article (70): The Statut ory Reserve and the Voluntary Reserve
a) A Limited Liability Company shall deduct 10% of its annual net profits for the account of
the statutory reserve, and shall continue to deduct the same percentage each year provided
that the total deducted amounts fo r the said reserve shall not exceed the Company capital .

b) The General Assembly of a Limited Liability Company may decide to deduct an amount
not exceeding 20% of the Company annual net profits for the account of the voluntary
reserve. The General Assem bly may also decide to either use this reserve for the Company
purposes, or it may distribute it among the shareholders as profit, if not used for those
purposes .

Article (71): Shareholders Register
a) The Limited Liability Company shall keep at its head quarters a special register for the
shareholders in which the following information pertaining to them shall be recorded. The
Company manager or its Management Committee shall be responsible for this register and
for the accuracy of the information listed therein :
• Name of shareholder, his title if any, nationality, domicile and exact address .
• Number and value of shares owned by a shareholder .
• Alterations that may occur on a shareholders share(s), its details and dates thereof .

• Attachments, mortgages or any other liens and the details that may occur to a
shareholders share(s .)
• Any other information that the manager of the Company or its Management
Committee decides to record in the register .
• Each shareholder in the Company shall have the right to examine the register either
in person or through a person authoriz ed in writing therewith .
b) The manager of a Limited Liability Company or the chairman of its Management
Committee, shall annually and within the first month following the end of the Company
fiscal year, provide the Controller with the particulars included in the shareholders register
provided for in paragraph (a) of this Article and with any amendment, change or alteration
that may occur in this respect thereof, within a period not exceeding thirty days from the
date the change or the alteration take place .

Article (72): A Shareholders Assignment of his Shares in the Company *
a) A shareholder in a Limited Liability Company may assign his shares in the Company to
any of the shareholders or to others as per an assignment deed in accordance with the form
adopted by the Controller. The assignment deed shall be signed in accordance with the
procedures followed in registering the Company in pursuance to the provisions of this Law .

b) In all cases, the assignment d eed shall be authenticated with the Controller, announced
and its due fees collected. This assignment may not be used as evidence against the
Company, shareholders or others except from the date of its authentication with the
Controller .

c) A shareholder may assign his shares in the Company by means other than their sale to
his spouse, or a relative up till the third degree or a mortmain, and shall inform the
manager or Management Committee of this assignment unless the Company Memorandum
of Association p rovides otherwise .

Article (73): The Sale by a Shareholder of his Share in the company
a) Should a shareholder in the Company wish to sell all or part of his shares to a third party,
the shareholder shall submit an application regarding this issue to the Company manager or
Management Committee, as the case may be, and copies of same to the shareholders and
the Controller indicating the price he is requesting and the number of shares he wishes to
sell. The manager or Management Committee shall notify the r emaining shareholders of the
conditions for assignment, either by hand, against signature, or via registered mail within a
week of the application. The shareholders shall have a preemptive right to purchase the
shares at the offered price and the manager o r chairman of the Management Committee
shall notify the Controller in writing of his notification to the shareholders. Otherwise same
will be held responsible for any damage that may befall an affected shareholder *.

b) Should more than one shareholder of fer to purchase the share(s) to be assigned at the
offered price, the shares shall then be divided among those shareholders wishing to
purchase each in proportion to the percentage of his share in the Company capital. In event
of disagreement on the price, the Controller shall, at the seller and buyer‟s expense, appoint
a licensed auditor in order to determine the price, and the evaluation of which shall be final,
and the shares shall be divided among the shareholders who wish to purchase. If the
shareholde r does not observe the completion of the sale or purchase after the issuing of the
report then he shall be responsible for the expenses born towards the Company ▪.

c) Should a period of thirty days lapse from the date on which the shareholders are notifie d
of the sale conditions without any of them expressing a wish to purchase, whether at the

offered price or at the price evaluated by the licensed auditor, the shareholder wishing to
sell shall have the right to sell his share to a third party at the price offered or at the
evaluated price as a minimum .

d) Should any of the shareholders or a third party not express a wish to purchase the
share(s) on sale within thirty days of the expiry of the period specified in the above –
mentioned paragraph (c) to the e ffect that the sale of the share(s) becomes impossible,
then the person wishing to sell may request the Controller to sell the shares at a public
auction, in accordance with directives issued by the Minister in pursuance to the Controller‟s
recommendation for the purpose of carrying out the sale by public auction *.

Article (74): A Shareholder‟s Preemptive Right to Purchase a Shareholder‟s Share in the
event an Execution Order Concerning the Share has been Issued
a) If a Court decision is issued regarding an execution on the share(s) of any shareholder
who is indebted then the preemptive right for purchasing such share or shares shall be
given to the remaining shareholders in the Company. If none of the shareholders offers to
purchase same or if agreement on the price has not been reached within thirty days of the
date of issue of the conclusive decision, then such shares shall be offered for sale at a public
auction. Each shareholder in the Company may participate in his name in the auction on the
same foo ting with others and purchase such share(s) for himself .

b) The Controller shall issue the necessary regulations for implementing the sale at a public
auction, for the purpose of this Article .

Article (75): Company Losses *
a) Should the losses of the L imited Liability Company exceed half of its capital, the
Company manager or its Management Committee shall invite the Company‟s General
Assembly to an extraordinary meeting in order to decide on whether the Company should
be liquidated or continue to exist in a manner that would rectify its position. If the General
Assembly fails to reach a decision in this respect within two consecutive meetings, the
Controller shall grant the Company a grace period of not more than a month to reach the
decision. If it fai ls in reaching a decision, the Company shall be referred to Court for the
purposes of compulsory liquidation in accordance with the provisions of the Law .

b) Should the Company‟s losses amount to three quarters of its capital, the Company shall
be liquidated unless the General Assembly decides in an extraordinary meeting to increase
the Company‟s capital to deal with the losses or quench the losses in accordance with the
accredited international accounting and auditing standards , provided that the total of the
remaining losses does not exceed half of the Company‟s capital in both cases .

Article (76): Application of Provisions Pertaining to a Public Shareholding Company over a
Limited Liability Company
The provisions pertaining to the Public Shareholding Company shall apply to the Limited
Liability Company where there is no clear provision in respect thereof in the provisions
relating to Limited Liability Companies .

Article (77): Founding of a Limited Partnership in Shares
A Li mited Partnership in shares is composed of the following two categories of partners :

a) General Partners :

Their number shall not be less than two and they shall be liable for the Company debts and
obligations in their personal property .

b) Limited Partners :

Their number shall not be less than three, and each partner shall be liable for the Company
debts and obligations in proportion to his shareholding .

Article (78): Capital of the Limited Partnership
a) The capital of the Limited Par tnership 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 shal l not exceed double the shares subscribed for by the general partners in the
Partnership .

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 o f 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 ■.

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 ▪.

Article (79): Address of the Limited Partnership
The name of t he 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 n ot
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 .

Article (80): Registration of the Limited Partnership
The registrat ion of the Limited Partnerships in Shares shall be subject to the approval of the
Controller .

Article (81): Management of the Limited Partnership
a) 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 .

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 pr ovided 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 .

Article (82): Application of General Partnership Provisions to General Partners in the
Company

The provisions of the General Partnership stipulated in this Law shall apply to genera l
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 .

Article (83): The Limited Partnership‟s General Assembly
a) The Gen eral 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 .

b) The provisions for ordi nary 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 .

Article (84): The Supervisory Council
Each Limi ted 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 .

Article (85): Duties and Responsibilities of the Supervisory Council
The supervisory council of the Limited Partnership in Shares shall assume the following
duties and responsibilities :

a) 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 .

b) To exam ine the Partnership‟s records, registers and contracts and to prepare an
inventory of the Partnership‟s properties and assets .

c) To give advice on issues that the council deems important to the Partnership or on issues
submitted thereto by the manager(s .)

d) 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 .

e) 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 .

Article (86): Obligations of the Supervisory Council
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 .

Article (87): The Auditor

Each Limited Partnership in Shares shall have an auditor to be elected by its General
Assembly. The provisions c oncerning auditors in Public Shareholding Companies stipulated
in this Law shall apply to the said auditors .

Article (88): Dissolving and Liquidation of a Limited Partnership
The Limited Partnership in Shares shall be dissolved and liquidated in the mann er
determined by the Partnership‟s Memorandum of Association. Otherwise, it shall be subject
to the provisions for the liquidation of a Public Shareholding Company .

Article (89): Application of the Public Shareholding Company Provisions to the Limited
Pa rtnership in Shares
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 .
Article (90): The Founding of the Public Shareholding Company, its Addres s and Duration
a) A Public Shareholding Company shall consist of a number of founders not less than two
who subscribe for shares that can be listed on the Stock Exchange and may be negotiated
and transferred in accordance with the provisions of this Law an d any other legislation in
force .

b) Subject to the provisions of Article (99) of this Law, the Minister may, upon a justifiable
recommendation by the Controller, approve that the Limited Public Shareholding Company
be established by one person, or that the Company ownership devolves to one person in the
event he purchases all its shares ■.

c) The name of the Public Shareholding Company is derived from its objectives provided
that wherever the name appears it shall be followed by the words “Limited Publi c
Shareholding Company”. The Company shall not be registered in the name of a natural
person unless the objective thereof is the exploitation of a patent duly registered in the
name of the said person .

d) The term of the Public Shareholding Company shall be indefinite unless the objectives
thereof is to realize a certain business, in which case, the duration thereof shall end upon
the completion of that business .

Article (91): Financial Liability of the Company
The financial liability of the Public Shar eholding Company is deemed independent from the
financial liability of each Shareholder therein. The Company shall, with its assets and
properties, be liable for its debts and obligations and the Shareholder shall not be liable
before the Company for such debts and obligations except in proportion of the shares he
owns in the Company .

Article (92): Registration of the Company
a) The application for the formation of the Company shall be submitted by the Company
founders to the Controller on the form designated for such purpose and accompanied by the
following :
1 . The Company Articles of Association .
2 . Its Memorandum of Association .
3 . Names of the Company founder s .
4 . The founders‟ minutes of meeting that include the election of the founders‟
committee which will supervise the founding procedures and set the signing authorization
on behalf of the Company during the formation period ■.
5 . Name of the auditor chosen by the founders for the formation period ▪.

b) The Shareholding Company Articles of Association and Memorandum of Association
should include the following information :
• Name of the Company .
• Company headquarters .
• Objectives of the Company .
• Names of the Company founders, their nationalities, chosen notification addresses,
and the number of shares subscribed for .
• The authorized capital of the Company a nd the subscribed part thereof .
• A statement of the in -kind shares in the Company, if any, and the value thereof .
• Whether the shareholders and the holders of convertible bonds hold preemptive
right to subscribe for any new issues to be made by the Company .
• The manner in which the Company is managed and the authorized signatories
during the period between its founding and the first General Assembly meeting which should
be held within sixty days of the date of founding of the Company .
• Specification of the manner, form, and method of inviting the Company Board of
Directors to its meeting ■.
c) The Articles of Association and Memorandum of Association of the Public Shareholding
Company shall be s igned by each founder before the Controller or any person delegated by
him in writing or before a Notary Public or a licensed lawyer .

Article (93): Operations Limited to Public Shareholding Companies
The following operations may not be carried out, excep t by Public Shareholding Companies
which are formed and registered in accordance with the provisions of this Law :

a) Banking Operations, financial institutions and all types of insurance .

b) Companies awarded concessions .

Article (94): Acceptance and Rejection of a Company Registration
a) Upon the recommendation of the Controller, the Minister shall issue his decision
approving or rejecting the registration of the Company within a maximum period of thirty
days from the date of the Controller‟s recomme ndation. The Controller shall make the
recommendation within thirty days from the date of submitting the application to him which
shall be signed by the founders and which shall fulfill the legal conditions. Should the
Minister fail to issue this decision during that period, the application shall be deemed
approved .

b) In the case the Minister rejects the registration of the Company its founders may
challenge his decision before the Higher Court of Justice .
Article (95): Fixing the Company Capital and Duration of Paying the Unsubscribed Part
a) The authorized capital of the Public Shareholding Company and the subscribed part shall
be fixed in Jordanian Dinars and shall be divided into nominal shares at a par -value of one
Dinar each, provided that the authorized capital shall not be less than five hundred
thousand (500,000) Dinars and the subscribed capital shall not be less than one hundred
thousand (100,000) Dinars or twenty percent (20%) of the authorized ca pital, whichever is
greater .

b) Subject to the provisions of paragraph (d) of this Article, the un -subscribed capital shall
be paid within three years of the date of the Company founding or the increase of the
capital, as the case may be. In the event of default in payment of the un -subscribed capital
within the said period, the following should be observed ■:

1 . If the subscribed capital exceeds five hundred thousand (500,000) Dinars at the
end of the period, the authorized capital of the Comp any shall be become its actual
subscribed capital .
2 . If the subscribed capital is less than five hundred thousand (500,000) Dinars at the
end of the period, the Controller shall issue a warning to the Company to pay the necessary
difference in the amount with the effect that the actual subscribed capital of the Company
becomes five hundred thousand (500,000) Dinars within thirty days from the date the
notice is served to the Company. Should the C ompany fail to do so, the Controller shall
have the right to request the Court to liquidate the Company in accordance with the
provisions of Article (266) of this Law .
c) The Company Board of Directors may re -issue the un -subscribed shares of the authoriz ed
capital of the Company as the Company interests may warrant, and at the value which is
deemed proper by the Board, whether such value is equivalent to the nominal value of the
share, or higher or lower than it, provided that such shares shall be issued in accordance
with the provisions of the applicable regulations and legislations in force ■.

d) The Board of Directors of the Public Shareholding Company shall obtain the approval of
the extraordinary General Assembly in the event that the un -subscribed s hares are covered
by any of the following methods :
1 . Incorporating the voluntary reserve into the Company capital ;
2 . Capitalization of the Company debts or any part thereof provided that the creditors
of these debts consent there to in writing ;
3 . Conversion of convertible bonds into shares in accordance with the provisions of
this Law .
e) It shall be permissible by a decision of the General Assembly in accordance with rules set
by same for this purpose to allocate a part of the Company un -subscribed capital as an
incentive to the Company employees. In such a case, this part may continue to be offered
to them for a period that does not exceed four years as of the date of the Company
registration or the increase in its capital, as the case may be ▪.

f) The Board of Directors may issue shares as provided for by the provisions of the
Securities Law in force .

Article (96): Indivisibility of Shares
The share of a Public Shareholding Company shall be indivisible. However, the heirs may
jointly own one share as the successors of their predecessor. This provision shall also apply
to the heirs if they have jointly inherited more than one share of their predecessor‟s estate,
provided that they, in both cases, choose one of them to represent them in and before the
Company. Should they fail to do so within the period determined by the Company Board of
Directors, the Board may appoint one of them to be their representative .

Article (97): Company Shares and Payment of their Value
a) Shares of the Public Shareholding Company are cash shares and the value of the
subscribed shares shall be paid in one installment. The Company shares may be in -kind
given against in -kind payments evaluated in cash in accordance with the provisions of th is
Law. Concession rights, patent rights, technical know -how and other intangible rights, that
the founders approved as in -kind assets provided that a report specifying their value is
prepared by experienced and specialized people is presented and provided the following is
observed ■:
1 . If the in -kind payments holders fail in their delivery or the transfer of their title to
the Company within a month from the date of their registration, they shall be obligated by
operation of law to pay their va lue in cash in accordance with the price adopted by the

founders in the founding application of the Company. The Controller may request a proof of
the validity of the monetary evaluation of the in -kind payments .
2 . If the Controller is not con vinced of the validity of the in -kind shares‟ evaluation
presented by the founders, then the Minister may form a committee, at the expense of the
Company, of experienced and specialized persons to evaluate same in cash, provided that
the committee‟s member s include a founder. The Committee shall submit its report to the
Controller during a maximum period of thirty days from the date of its formation. The
founders may object on the report to the Minister within ten days from the date it is
approved by the Co ntroller .
b) The Minister shall resolve the objection within two weeks of its submittal. If the Minister
accepts the objection then the Company registration will be rejected unless the founders
reconsidered and accepted the evaluation, whereupon the regis tration procedures will be
completed. The founders or subsequent shareholders shall have no right to object to the
value of the in -kind shares presented in the founding stage ■.

Article (98): The Shareholders Register and the Number of Shares Held by Each
a) The Public Shareholding Company shall keep one or more register wherein shall be
recorded the names of shareholders, the numbers of shares held by each one of them, and
any conversion procedures affecting same and other information relating thereto and to the
shareholders .

b) Subject to the provisions of paragraph (c) of this Article, the Company may file copies of
the registers referred to in the abovementioned paragraph (a) with any other authority for
the purpose of following up the affairs of shar eholders, and it may authorize such authority
to keep and organize these registers ▪.

c) The Public Shareholding Company shall list its shares in the Market and shall follow the
rules and procedures provided for in the laws, regulations and instructions which regulate
the negotiability of securities in the Kingdom and which are related to the delivery of the
registers referred to in the abovementioned paragraph (a) to the authority determined by
such laws, regulations and inst ructions ▪.

d) Any shareholder in the Company may have access to the shareholders register in
connection with his shareholding for whatever reason, and to the entire register for any
reasonable cause. Any other person with interest, at the discretion of t he Court, may
request the Company to review the shareholders register. In all cases, the Company may
charge a reasonable fee in case any person or shareholder wishes to reproduce the register
or any part thereof .

e) The Public Shareholding Company may purchase shares issued by it and sell same in
accordance with the provisions of the Securities Law and the regulations and instructions
issued in pursuance ■.

Article (99): Underwriting the Value of the Founders‟ Shares
a) Upon signing the Articles and Memorandum of Association of a Public Shareholding
Company, the founders thereof should underwrite the entire value of the shares subscribed
for them, and shall provide the Controller with evidence to that effect provided that the
percentage of shares subscribed for by the founders in banks and financial institutions shall
not exceed 50% of the authorized capital and that the number of founders therein shall not
be less than fifty (50) persons ▪.

b) The shareholding of the founder(s) of the Public Shareholding Company upon its founding
shall not exceed 75% of the authorized capital. The founder or founders‟ committee should
offer the remaining shares for subscription as permitted by the Securities Law in force.
However, the partners in the companies transformed from Limited Liability or Limited
Partnership in Shares or Private Shareholding Company to a Public Shareholding Company
may underwrite the complete difference in the authorized capital of the Company or may
offer the remaining shares for public or private subscription in accordance with the
procedures provided for in the Securities Law ▪.

c) The founders of the Public Shareholding Company are prohibited from subscribing in the
shares offered for subscription at the f ounding stage. However, they may underwrite the
remaining shares after the lapse of three days from closing the subscription .

d) In all events, if all shares offered for subscription are not underwritten, the Company
may be registered with the number of shares subscribed for provided that the subscribed
capital shall not be less than the minimum limit stipulated in Article (95) of this Law and
that the number of subscribers is not less then two ■.

Article (100): The Period during which a Founding Share m ay not be Disposed of and
Exception to this Prohibition
a) The founding share in the Public Shareholding Company may not be disposed of prior to
the lapse of at least two years from the founding of the Company. Any action in violation of
the provisions of this Article shall be null and void .

b) There shall be excluded from the restriction imposed in paragraph (a) of this Article the
transfer of founders‟ shares to the heirs and between spouses, ancestors and descendants,
as well as transfers among the fou nders themselves, and the transfer of the founders‟ share
to third parties under a judicial decision, or as a result of selling same at public auction in
accordance with the provisions of the Law .

Article (101): Underwriting the Value of shares by an Und erwriter
Subject to the provisions stipulated in any other law, founders of the Public Shareholding
Company or its Board of Directors may entrust the underwriting of the Company shares to
one or more Underwriter .

Article (102): Principals of Subscription in Shares
a) It is not permitted for more than one person to participate in one subscription application
in the offered shares. Fictitious subscriptions or subscription in fictitious names are
prohibited and will be considered invalid in any of the cases provided for in this paragraph ■.

b) Subscription in the shares of the Public Shareholding Company shall take place in a
manner that conforms with the provisions of this Law and other applicable laws .

Article (103): Providing the Controller with Subscri bers‟ Names
The Company shall provide the Controller, within a period not exceeding thirty days from
the closing date of any subscription in the shares of the Public Shareholding Company, with
a statement containing the names of subscribers and the value o f the shares subscribed for
by each one of them .

Article (104): Allocation of Shares

If subscription in the shares of the Public Shareholding Company is in excess of the number
of shares offered for subscription, the Company should allocate the shares of fered for
subscribers in accordance with the laws and regulations in force .

Article (105): Refunding Excess Amounts upon the Allocation of Shares
The Company shall be held responsible for refunding the amount in excess of the value of
the Public Shareholding Company shares offered for public subscription to the subscribers
within a maximum period of thirty days from the closing date of the said subscription or the
determination of the allocation of shares, whichever is earl ier. Should the Company fail to
do so for any reason whatsoever, then those entitled to such amounts shall receive interest
thereon to be computed as of the beginning of the month immediately following the thirty
day period stipulated in this paragraph. Th is interest shall be equal to the highest interest
rate prevailing between Jordanian Banks on time deposits during that month .

Article (106): The Agenda of the General Assembly‟s First Meeting
a) The first meeting of the General Assembly of the Public Sh areholding Company, referred
to in Article (92) of this Law, shall be presided over by a member of the founders‟
committee of the Company who are entrusted with management of the Company in
accordance with the provisions of Article (92) of this Law. At suc h meeting, the General
Assembly shall carry out the following :
• To review the report of the Company founders‟ committee who are entrusted with
management of the Company, which should include sufficient information and data related
to the fou nding activities and procedures along with supporting documents. The General
• Assembly shall also ascertain the information and data‟s authenticity and to what
extent they conform to the Law and to the Company Memorandum of Association .
• To review and discuss the audited founding expenses that are authenticated by the
Company auditor and to take the appropriate decisions in their respect ■.
• To elect the first Board of Directors of the Company .
• To appoint an auditor or auditors for the Company and to fix their remuneration or
to authorize the Board of Directors to fix same .
b) The first meeting of the General Assembly shall be subject to the procedures, invitation
requirements, legal quorum and the adoption of the decisions applied to the ordinary
meetings of the Company General Assembly .

c) The powers and functions of the founders‟ committee of the Public Shareholding
Committee shall cease upon the election of the first Board of Directors of t he Company and
same shall hand over to this Board all documents and instruments related to the Company .

Article (107): Objection by Shareholders to Founding Expenses ■
Should shareholders in the Public Shareholding Company, holding at least 20% of the
sha res represented in the first meeting of the Company General Assembly, object to any of
the items of the Company founding expenses, the Controller shall ascertain the authenticity
of the objection and settle same. If he fails to do so for any reason whatsoe ver, the
objectors may file a case before the Court. This case will not affect the proceeding of the
Company in its operations unless the Court decides otherwise .

Article (108): Providing the Controller with a Copy of the Minutes of the General Assembly‟ s
First Meeting
a) The chairman of the first Board of Directors of the Company shall provide the Controller
with a copy of the minutes of the first meeting of the Company General Assembly together
with the documents and statements submitted by the Company founders‟ committee to the

General Assembly within fifteen days from the date of the first meeting of the General
Assembly .

b) Should it become evident to the Controller that the Public Shareholding Company has
neglected during its founding stage to comp ly with any legal text or provision or has
violated that text or provision then he shall send a written notice to the Company to correct
its position within three months from the date of the notice. If the Company does not abide
by the notice, the Controll er shall then refer it to the Court .

c) Should it become evident to the Controller after examining the documents submitted to
him in accordance with the provisions of paragraph (a) of this Article that the procedures
followed for the founding of the Publ ic Shareholding Company are legally proper, he shall
then notify the Company in writing of its right to commence its operations .

Article (109): Conditions of Offering In -kind Shares
a) The founders of a Public Shareholding Company may offer, in exchange for their shares
in the Company, in -kind payments evaluated in cash, provided that the provisions listed in
Article (97) of this Law are observed ■.

b) As for the in -kind shares offered at any stage subsequent to the founding, the approval
of the extraord inary General Assembly on the value of the in -kind payments should be
obtained .

c) Any shareholder who has attended the extraordinary meeting of the General Assembly
and registered his objection in the minutes of that meeting may appeal the value of the in –
kind payments before the competent Court within fifteen days of the date of the meeting .

Article (110): Conditions of Issuing In -kind Shares
The in -kind shares of the Public Shareholding Company shall not be issued to the owners
thereof until the completion of the legal procedures for the delivery of the in -kind payments
to the Company and the transferring their title thereof .

Article (111): In -kind Shares Owners Rights
Owners of in -kind shares in a Public Shareholding Company shall enjoy the same rights
enjoyed by owners of cash shares in the same Company. Should the in -kind shares be
founding shares then they shall be subject to the restrictions applied to the cash founding
sh ares .

Article (112): Increasing the Authorized Capital
The Public Shareholding Company may increase its authorized capital with the approval of
its extraordinary General Assembly if such capital has been subscribed for in full, provided
that the approval shall contain the method of underwriting the increase .

Article (113): Methods of Increasing the Capital
Subject to Securities Law, the Public Shareholding Company may increase its capital by one
of the following methods or by any other method approved b y the Company General
Assembly :
1 . Offer the increase shares for subscription by shareholders or others .
2 . Incorporation of the voluntary reserve or the accumulated deferred profits or both
to the Company capital .
3 . Capitalization of the debts due by the Company, or any part thereof, provided that
the written approval of these debts‟ creditors is obtained .

4 . Transferring the transferable bonds to shares, in accordance with the provisions of
this Law .
Ar ticle (114): Reducing the Unsubscribed Capital
a) A Shareholding Company may, by a decision of the extraordinary General Assembly,
reduce the unsubscribed portion of its authorized capital. It may also reduce its subscribed
capital if it is in excess of it s needs or if it sustains any loss and the Company decides to
reduce its capital in the same amount of such loss or any part thereof provided that the
Company shall observe in the reduction decision and in its procedures the rights of third
parties stipula ted in Article (115) of this Law .

b) The reduction in the subscribed capital shall be made by reducing the value of shares, by
canceling the portion of their paid value equal to the amount of the loss, if there is a loss in
the Company or by refunding a portion thereof if the Company deems that its capital is in
excess of its needs .

c) The capital of the Public Shareholding Company in any case may not be reduced below
the minimum limit stipulated in Article (95) of this Law .

d) If the aim is to restru cture the Company capital, then the decision to reduce or increase
its capital, may be taken in the same extraordinary General Assembly meeting, provided
that the reduction procedures stipulated in this Law are completed after which the increase
procedures are completed and that the invitation to the meeting contain the reasons for
restructuring and the objectives of such a procedure ■.

Article (115): Procedures for the Reduction of the Capital
a) The Board of Directors of the Public Shareholding Company s hall submit the application
for the reduction of its subscribed capital to the Controller together with the reasons that
require such a reduction. This can only be made following the approval of the Company
General Assembly of such reduction by a majority of at least seventy -five percent (75%) of
the shares represented in its extraordinary meeting which is held for that purpose. A list of
the names of the Company creditors, the amount of the debt of each of them, his address,
and a statement of the Company assets and liabilities shall be attached to the application
provided that same is certified by its auditor .

b) The Controller shall notify the creditors whose names appear in the list submitted by the
Company of the decision of the Company General Assembly regarding the reduction of its
subscribed capital. The notice shall be published in two local daily newspapers at the
Company expense. Each creditor may submit to the Controller, within thirty days from the
date of publishing the last notice, a wr itten objection against the reduction of the Company
capital. If the Controller fails in settling the objections submitted to him within thirty days
following the date of the expiry of the period fixed for submitting same, the objectors shall
have the righ t to bring their case before the Court in respect of their objections within thirty
days of the date of expiry of the period granted to the Controller to settle such objections.
Any case brought before the Court after the lapse of said period shall be dism issed .

c) Should the Controller receive a written notice from the Court informing him of any case
that has been filed with it within the period specified in paragraph (b) of this Article to
contest the reduction of the subscribed capital of the Company, then same shall stop the
reduction procedures until a Court decision is issued and becomes final. The case in this
instance is considered of an urgent nature in accordance with the Law of Civil Courts
Procedures in force .

d) If no case has been brought b efore the Court to contest the decision of the Company
General Assembly regarding the reduction in its subscribed capital, or if a case has been
filed but dismissed by the Court and the Court‟s decision became final, the Controller must
continue considerin g the reduction of the Company capital and must submit his
recommendation regarding same to the Minister to issue the decision he deems appropriate.
Should the Minister approve the reduction, the Controller shall register and publish the said
reduction dec ision at the Company expense in accordance with the procedures provided for
in this Law so that the reduced capital of the Company shall by operation of law replace its
capital listed in its Articles and Memorandum of Association .

e) The reduction of the unsubscribed portion of the authorized share capital shall not be
conditional on the approval of the Controller and creditors .
Article (116): Definition of Corporate Bonds ■
Corporate bonds are negotiable securities that may be issued by Public or Private
Shareholding Companies or any company permitted by the Securities Law to issue such
bonds. Corporate bonds can be offered for subscription in accordance with the provisions of
this Law and Securities Law in order to obtain a loan. The Company undertakes to repay the
loan principal and interests in accordance with the issue conditions .

Article (117): Conditions for Issuing Corporate Bonds
The issue of the corporate bonds is conditional upon the approval of the Company Board of
Directors by a majority of at least two thirds of the members therein. If these corporate
bonds are convertible into shares, then the approval of the Company extraordinary General
Assembly should also be obtained. Such approval shall be co nsidered an approval to
increase the Company authorized capital and the Board of Directors, in respect of such
increase, may not exercise the powers vested thereupon by virtue of paragraph (b) of
Article (95) of this Law .

Article (118): Corporate Bonds‟ Negotiability ■
a) Corporate bonds shall be registered in the names of their owners. The selling of same
shall be documented in the issuing Company registers or with the authority which keeps
such registers. These corporate bonds are negotiable in the marke ts as stipulated in the
Securities Law in force .

b) In the cases approved by the Controller and the Securities Commission it is permissible
to issue corporate bonds to holder in accordance with the instructions issued by the
Commission for this purpose .

Article (119): The Nominal Value of Corporate Bonds
a) Corporate bonds shall be issued in one standard nominal value per issue. Bond
certificates are issued in different categories for the purpose of negotiation .

b) A Corporate bond may be sold at its nominal value, or at a discount, or at a premium. In
all cases, the bond shall be repaid at its nominal value .

Article (120): Payment of the Corporate Bonds‟ Value
The value of a corporate bond shall be paid in one amount on subscription, and will be
cre dited to the account of the borrowing Company. In the event that the borrowing
Company commissions an underwriter, the amounts paid may be credited to the
underwriter‟s account with the approval of the borrowing Company Board of Directors, and
the proceeds of subscription shall be refunded to the Company at the date agreed upon with
the underwriter .

Article (121): Information Necessary in a Corporate Bond
The bond shall bear the following information :

a) On the face of the bond :
• The name of the borrowing Company, its logo if any, its address, its registration
number and date thereof, and the duration of the Company .
• Name of the owner of the bond if it is a nominal bond .
• Number of the bond, its type, n ominal value, period and the rate of interest .
b) On the back of the bond :
• Total values of the bonds issued .
• Dates and conditions of redemption of bonds and interest accrual dates .
• Special securities, if a ny, for the debts, which the bond represents .
• Any other conditions or provisions which the borrowing Company deems advisable
to add to the bond provided that the said additions comply with the issue conditions .

Article (122): Corporate Bonds Guaranteed with Property or In -kind Assets
If corporate bonds are guaranteed by movable or immovable property or by other in -kind
assets or any other guarantees or collateral, the said properties and assets must be held as
a security for the loan in accordance with the legislations in force, and the mortgage,
guarantee, or collateral must be documented before handing over the subscription proceeds
in the corporate bonds to the Company .

Article (123): The Denomination of Corporate Bonds in Jordanian or Foreign Currency
The corporate bonds shall be denominated in Jordanian Dinars or in any other foreign
currency in accordance with the legislation in force .

Article (124): Failure to Under write all the Corporate Bonds during the Designated Period
The Board of Directors may be satisfied with the value of the corporate bonds that have
been subscribed for if a full underwriting has not been achieved for all the issued bonds
within the designat ed period .

Article (125): Negotiable Corporate Bonds Prospectus
The Company may issue corporate bonds convertible into shares in accordance with the
following provisions :

a) The decision of the Board of Directors shall include all rules and conditions on the basis of
which the bonds are converted into shares. This should be accomplished with the written
consent of the owners and in accordance with the conditions and in pursuance to the basis
defined therefore .

b) The corporate bond holder shall expres s his desire to convert at the dates stated in the
prospectus. If the holder does not express his interest during that period he will lose his
right to convert the said corporate bonds .

c) The shares obtained by corporate bond owners shall have rights to dividends proportional
to the time period between the date of conversion and the end of the fiscal year .

d) At the end of each fiscal year a statement shall be made of the number of shares issued
during the year against corporate bonds whose owners exercised their option to convert
same into shares during such year .

Article (126): Corporate Bonds Owners Assembly
a) An assembly named Corporate Bonds Owners Assembly will be formed from the owners
of corporate bonds in every issuance by operation of l aw .

b) The Corporate Bonds Owners Assembly shall have the right to appoint an Issue Trustee
at the expense of the Company issuing the corporate bonds .

c) The issue trustee shall be licensed by the concerned authorities to practice this activity .

Arti cle (127): Duties of the Corporate Bonds Owners Assembly
a) Corporate Bond Owners Assembly shall be responsible for safeguarding the rights of the
bond owners and for taking the necessary measures to preserve these rights, in cooperation
with the issue tru stee .

b) The Corporate Bonds Owners Assembly shall convene for the first time upon the
invitation of the Board of Directors of the Company issuing the corporate bonds. The
appointed issue trustee shall be responsible for inviting the Assembly for subsequ ent
meetings .

Article (128): The Authorities of the Issue Trustee
The issue trustee shall assume the following authorities :

a) To represent the Corporate Bonds Owners Assembly before Courts as a plaintiff or a
defendant and to represent same before any other authority .

b) To undertake the secretarial duties at the meetings of the Corporate Bonds Owners
Assembly .

c) To perform the work necessary for protecting the corporate bond owners and
safeguarding their rights .

d) Any other duties entrusted to him by the Corporate Bonds Owners Assembly .

Article (129): Invitation of the Issue Trustee to the Company General Assembly Meetings
The borrowing company shall invite the issue trustee to the meetings of the Company
Gener al Assembly. The issue trustee shall attend such meetings and express his opinion
thereat, without having the right to vote on the decisions of the General Assembly .

Article (130): Corporate Bonds Owners Assembly Meetings
a) The issue trustee shall invite the corporate bond owners to meet whenever he deems it
necessary, provided that the Corporate Bonds Owners Assembly meet at least once a year .

b) The Corporate Bonds Owners Assembly shall be invited in accordance with the r ules
applied to the invitation to the ordinary meetings of the General Assembly. Invitations and
meetings of the Corporate Bonds Owners Assembly shall be subject to the same provisions
which govern the invitations and meetings of the General Assembly .

c) Any action violating of the corporate bonds prospectus shall be considered null unless
approved by the Corporate Bonds Owners Assembly by a three -quarter majority of votes
represented in the meeting, provided that the corporate bonds represented in the me eting

are not less than two -thirds of the value of the issued bonds which have been subscribed
for .

d) The issue trustee must notify the Controller, the issuing Company and any securities
market on which the bonds are listed of the decisions adopted by t he Corporate Bonds
Owners Assembly .

Article (131): Company Right to Redeem the Corporate Bonds
The prospectus may provide for the Company right to annually redeem the issued bonds by
a lottery throughout the duration of the Corporate Bonds .
Article (132) : The Board of Directors
a) The management of a Public Shareholding Company is entrusted to a Board of Directors
whose members shall not be less than three and not more than thirteen as determined by
the Company Memorandum of Association. The members of th e Board shall be elected by
the Company General Assembly by means of a secret ballot in accordance with the
provisions of this Law. The Board of Directors shall undertake the management of the
Company for four years as from the date of its election .

b) T he Board of Directors shall invite the Company General Assembly to meet during the
last three months of its term, in order to elect a new Board of Directors to replace it as of
the date of its election, provided that the Board continues to manage the affai rs of the
Company until the new Board is elected if its election is delayed for any reason whatsoever.
The delay in this case should not exceed three months from the expiry date of the term of
the existing Board whatever the case maybe ■.

Article (133): S hares whose Ownership is Necessary for the Nomination for the Board
Membership
a) The Public Shareholding Company Memorandum of Association shall specify the number
of shares which must be held by a member to qualify for nomination as a member of the
Board of Directors, and to retain his position as a member therein. Those shares should not
be attached, mortgaged or under any other lien which prevents their unrestricted disposal.
The restriction provided for in Article (100) of this Law, regarding prohibiti ng the disposal of
founding shares, shall be excluded from this provision .

b) The qualifying number of shares for membership on the Board of Directors shall continue
to be attached as long as the owner of such shares is a member of the Board of Directors
and for a further period of six months following the expiry date of his term therein. Such
shares may not be negotiated during that period. To that end the shares shall be marked as
attached shares and a reference to this effect shall be made in the share holders register.
Such an attachment is made as a security for the Company interest and to guarantee the
obligations and responsibilities of that member and the Board of Directors .

c) Any member of the Board of Directors of a Public Shareholding Company shall be
automatically abated from his term of office if, for any reason whatsoever, the number of
shares that he should own decreases to less than the number of shares which he should be
an owner of pursuant to paragraph (a) of this Article, or if an atta chment has been levied
upon the shares pursuant to a final Court decision, or it they have been mortgaged during
his term of office, unless he completes the shares which have been decreased from the
shares which qualify him for such term in the Board withi n a period that does not exceed
thirty days. Such shareholder may not attend any of the Board‟s meetings during the period
in which the decrease of his shares occurs .

Article (134): Persons whose Nomination for the Board of Directors Membership is
Prohib ited
Any person may not be nominated for membership of the Board of Directors of a Public
Shareholding Company or be a member if he has been convicted by the competent Court of
the following :

a) Any felony or misdemeanor involving honor such as bribery, embezzlement, theft,
forgery, abuse of confidence, false testimony, or any crime against public manners and
morals, or if he is incapacitated or declared bankrupt unless rehabilitated .

b) Any of the penalties stipulated in Article (278) of this Law .

Article (135): Government and Official Corporations‟ Representation in the Board of
Directors
a/1) Should the Government or any official public corporation or any public corporate body
subscribe in a Public Shareholding Company, then they shall be entitled to be represented
on its Board of Directors, by a number in proportion to their subscription proportion in the
Company capital if that proportion entitles it for one or more memberships in the Board,
and in this case it shall not participate in the electi on of other Board members. If their
subscription is less than the percentage that grants them membership in the Board than
they shall use their nomination right and participate in electing the members of this Board
just like any other shareholder, and the person representing any of same on the Board shall
enjoy all the membership rights and bear its responsibilities. It is not permitted, in
accordance with the provisions of this paragraph, to appoint one member on more than one
Board of Directors of two com panies in which the Government or official public corporation
or public corporate body is a subscriber therein, including Arab and foreign companies, or
companies that an official public corporation or public corporate body is a subscriber
therein §.

a/2) If, and in any event, a representative of the Government or an official public
corporation or public corporate body is appointed in more than two Companies‟ Board of
Directors, then he shall be obligated under legal and disciplinary liability to correct h is
position during a period that does not exceed a month, in accordance with the provisions of
clause (1) of this paragraph, by notifying the specialized body he represents in order for it
to appoint a replacement in the company in which he relinquished hi s membership, and
shall notify the Controller thereof. This provision is applicable to all existing cases upon this
Law coming into force ■.

b) The membership of the representative of the Government or the official corporation or
the other public corporat e bodies in the Board of Directors of the Public Shareholding
Company shall continue for the term determined for the Board. The party that appointed the
said representative shall have the right to appoint another person to replace him, at any
time, for the remaining period of his predecessor‟s term in the Board, or to delegate
someone to temporarily replace him in the event of his illness or absence, provided that the
Company is informed in writing in both situations .

c) Should the member who represents t he Government or the official public corporation or
any public corporate body submit his resignation from the Company Board of Directors, his
resignation shall be accepted, and the entity whom he represented must appoint a new
representative to replace him .

d) Provisions relating to the appointment of a Government representative on the Board of
Directors of Public Shareholding Companies shall be determined in accordance with the
Jordan Investment Corporation Law and the regulations issued pursuant thereto , and any
other legislation that amends or replaces the said Law .

e) The provision of this Article shall apply to non -Jordanian governments and public
corporate bodies when subscribing to the capitals of Jordanian companies .

Article (136): The Represen tation of a Corporate Body ■
If a corporate body, other than public corporate bodies referred to in Article (135) of this
Law is a shareholder in a Public Shareholding Company, then it may be nominated for a
number of seats in the Board of Directors in prop ortion to its shareholding in the Company
capital. In event of its election it shall name a natural person to represent it in the Board of
Directors within ten days of the date of its election, provided that the appointee holds the
membership conditions an d qualifications stipulated in this Law with the exception to his
ownership of the Board of Directors‟ qualifying shares. A corporate body is deemed to have
lost its membership if it fails to name its representative within a month of its election. The
corp orate body may also replace its representative with another natural person during the
Board‟s duration .

Article (137): Election of a Board of Directors‟ Chairman and Deputy Chairman
a) The Board of Directors of the Public Shareholding Company shall elect from amongst its
members by means of a secret ballot a chairman and a deputy chairman to assume the
duties and responsibilities of the chairman during his absence. The Board of Directors shall
also elect from amongst its members one or more member who sha ll have the right to sign
on behalf of the Company severally or jointly in accordance with what the Board decides
regarding this issue, and within the powers delegated to them by the Board. The Board shall
provide the Controller with copies of its decision s related to the election of the chairmen, his
deputy, and the authorized members to sign on behalf of the Company, accompanied by a
specimen of their signatures within seven days from the date of issuing the said decisions .

b) The Company Board of Direc tors may delegate any employee of the Company to sign on
its behalf within the authorities delegated by the Board to him .

Article (138): Submittal of a Written Statement of the Property Owned by the Chairman and
Board of Directors‟ Members and Providing the Controller with a Copy
a) The chairman and every member of the Board of Directors of a Public Shareholding
Company, its general manager, and principal managers, shall submit to the Board of
Directors at the first meeting which it holds following its el ection, a written statement of the
Company shares owned by each one of them and his wife and minor children, in addition to
the names of the companies in which he, his wife and minor children own shares or stocks
therein, if the Public Shareholding Company owns shares in these other companies. Any
change which may occur to the afore -mentioned statements, must be notified by him to the
Board within fifteen days from the date on which such a change occurs .

b) The Board of Directors shall present the Control ler with copies of the aforementioned
statements stipulated in paragraph (a) of this Article, and of any change that may occur
thereon, within seven days from the date of submission of the statements or the change
that occurs in respect thereof .

Article (139): Prohibition of Advancing a Loan to the Chairman or his Deputy

Subject to nullification, a Public Shareholding Company is not allowed to advance a cash
loan of any kind to the chairman or any of the members of the Board of Directors or
ancestors, des cendants or spouse of any one of them. Excluded from this condition are
banks and financial institutions that may advance loans to any of the aforesaid within the
limits of their objectives and with the same conditions they deal with their other clients .

Article (140): Duties of the Board of Directors
a) The Board of Directors shall prepare, within a maximum period of three months from the
end of the fiscal year of the Company, the following accounts and statements to be
presented to the General Assembly .
• The annual balance sheet of the Company, its profit and loss statement, and cash
flows statements accompanied with their clarifications compared with those of the previous
fiscal year, all duly certified by the Company auditors .
• The annual report of the Board of Directors on the Company activities and forecasts
for the following year .
b) Copies of the accounts and statements stipulated in paragraph (a) of this Article shall be
sent to the Controller at least twenty one days prior to the date set for the meeting of the
Company General Assembly .

Article (141): Publication of the Company Balance Sheet
The Board of Directors shall publish the Company balance sheet, its profit and loss account
and a detailed summary of the annual report of the Board of Directors, along with the
auditors‟ report within a period not exceeding thirty days from the date of the meeting of
the General Assembly .

Article (142): Finan cial Reports ■
The Board of Directors of a Public Shareholding Company shall prepare a report every six
months that includes the financial position of the Company, the results of its operations,
profit and loss account, cash flow list and the clarifications related to the financial
statements certified by the Company auditors. The Controller shall be provided with a copy
of the report within sixty days from the expiry of the period .

Article (143): The Expenses, Remunerations and Privileges of the Chairman and Members of
the Board of Directors
a) The Board of Directors of the Public Shareholding Company shall annually place in the
Company headquarters at the disposal of the shareholders, at least three days prior to the
meeting of the Company General Assembl y, a detailed report, to be viewed by the
shareholders, containing the following statements. A copy of same shall be sent to the
Controller :
• All amounts received from the Company during the fiscal year by the chairman and
each of the member s of the Board of Directors, in the form of wages, fees, salaries,
bonuses, remuneration and others .
• Benefits that the chairman and the members of the Board of Directors enjoy such as
free accommodation, cars and others .
• Amounts that have been paid to the chairman and members of the Board of
Directors during the fiscal year such as travel and transport allowances inside and outside
the Kingdom .
• A detailed account of the donations paid by the Company during the fiscal year, and
the entities that received the said donations .
• A list of the names of the Board of Directors, number of shares owned by each of
them and the duration of the membership of each member ■.

b) The chairman and the members of the Company Board of Directors shall be held
responsible for realizing the provisions of this Article, and for the accuracy of the submitted
statements in accordance therewith, for the shareholders review .

Article (144): The Invitation to the General Assembly Meeting and its Agenda
a) The Board of Directors of a Public Shareholding Company shall direct an invitation to
each shareholder to attend the General Assembly meeting to be sent via ordinary mail at
least fourteen days prior to the date set for t he meeting. The invitations may be delivered to
the shareholder by hand against a signature of receipt .

b) The agenda of the General Assembly meeting and the Company Board of Directors
report, its annual balance sheet and final accounts, in addition to t he auditors‟ report and
the explanatory statements shall be enclosed with the invitation .

Article (145): Publication of the General Assembly Meeting‟s Date
The Board of Directors of the Public Shareholding Company shall announce the date set for
the meet ing of the Company General Assembly, in two local daily newspapers, at least once,
and that is within a maximum period of fourteen days prior to that date. The Board must
also announce the said invitation date only once on radio or television within a maxi mum
period of three days prior to the date set for the General Assembly meeting .

Article (146): Membership in More than One Board of Directors
a) Any person is entitled, in his personal capacity, to be a member of the Board of a
maximum of three Public Shareholding Companies concurrently. A person is also entitled to
represent a corporate body in the Board of Directors of three Public Shareholding
Companies at most. In all events, the said person is not entitled to be a member of the
Board of Directors of more than five Public Shareholding Companies in his personal capacity
in some, and as a representative of a corporate body in the others. Any membership in a
Board of Directors of a Public Shareholding Company obtained by such person contrary to
the provisions of this paragraph, shall by the force of Law, be considered null and void .

b) Each candidate nominated for membership of the Board of Directors of a Public
Shareholding Company shall notify the Controller in writ ing of the names of the companies
in which he is a member in the Boards of Directors therein .

c) No person may nominate himself for the membership of a Board of Directors of a Public
Shareholding Company in his personal capacity or as a representative of a corporate body if
the number of his memberships equals the number stipulated in paragraph (a) of this
Article. However, he is permitted to resign from any membership within two weeks from the
date of his new membership nomination, provided that he may n ot attend the meetings of
the Board of Directors of the Company to which he was elected a member, prior to
rectifying his position in accordance to the provisions of this article .

Article (147): Conditions for Membership in the Board of Directors
Any candidate for membership of a Board of Directors, for any Public Shareholding
Company shall not :

Be less than twenty -one years old .
Be a civil servant in the Government or an official public corporation .

Article (148): Prohibitions Imposed on Mem bers of the Board of Directors and Exceptions to
Same

a) Any person who occupies a public post may not be a member of the Board of Directors of
any Public Shareholding Company, except in his capacity as a representative of the
Government, an official publi c corporation, or a public corporate body .

b) Any member of a Company Board of Directors or its general manager may not become a
member of the Board of Directors of another Company that carries out businesses similar to
the businesses of the Company in w hich he is a Board member, has identical objectives, or
is a competitor thereof. In addition, they are not entitled to carry out any business which
competes with the business of the Company in which he is a Board member .

c) The chairman of the Board of D irectors of any Company, its members, the Company
general manager, or any of its employees, may not have a direct or an indirect interest in
the contracts, projects and relationships which are concluded with the Company or for its
account .

d) The provisi ons of paragraph (c) of this Article shall not apply to constructions operations,
undertakings and public tenders in which all competitors have an equal opportunity to
submit their offers. Should the best offer be submitted by any of those mentioned in
par agraph (c) of this Article, a two -thirds majority approval of the members of the Board
must be obtained provided that the said member shall not have the right to attend the
session in which his offer is discussed. Such approval, when given, shall be renewe d
annually by the Board of Directors if the said contracts or undertakings are of a renewable
and periodic nature .

e) Any person of those referred to in paragraph (c) of this Article shall be discharged of his
office or position in the Company, in the ev ent of his violation to the provisions of the said
paragraph .

Article (149): Election of a Board of Director‟s Member in his Absence
If a person is elected in his absence as a member of a Board of Directors of a Public
Shareholding Company, he must decla re his acceptance or refusal of the membership within
ten days from the date of his notification of the result of the election, and his silence
regarding this issue shall be considered as acceptance of that membership .

Article (150): Vacancy of a Board o f Directors Member‟s Office
a/1) If the office of any member of the Board of Directors becomes vacant, for whatever
reason, he shall be succeeded by a member elected by the Board of Directors from amongst
those who have the qualifying requirements for memb ership. Corporate bodies may take
part in that election. This procedure shall be followed whenever an office in the Board of
Directors becomes vacant. The appointment, in such a manner, shall continue to be
provisional until it is presented to the Company General Assembly in its next meeting in
order for it to approve such an appointment, or to elect the person who shall occupy the
vacant post in accordance with the provisions of this Law. In such a case, the new member
shall hold office for the remaining p eriod of the term of office of his predecessor ■.

a/2) If the appointment of a temporary member or the election of a successor is not
approved by the General Assembly in the first meeting it convenes, the temporary
membership of that person shall be deemed terminated. The Board of Directors shall
appoint another member provided that same is presented to the Company General
Assembly in its first subsequent meeting and in accordance with the pro visions stipulated in
this paragraph ▪.

b) The number of members who are appointed on the Board of Directors pursuant to this
Article must not be more than half of the Board members. Should the office of any Board
member become vacant thereafter, the Gene ral Assembly shall be invited to elect a new
Board of Directors .

Article (151): The By -laws
The financial, accounting and administrative issues of a Public Shareholding Company shall
be organized in accordance with special by -laws prepared by its Board o f Directors. Same
shall specify in detail the duties, responsibilities and powers of the Company Board of
Directors regarding such issues. The said by -laws must not contradict the provisions of this
Law and the regulations issued in pursuance or any other legislation in force. Copies of
those by -laws shall be sent to the Controller. The Minister may, upon the recommendation
of the Controller, make any amendments he deems necessary to the by -laws in a manner
that serves the interest of the Company and its sh areholders .

Article (152): The Chairman of the Board of Directors Powers and Responsibilities
a) The chairman of the Board of Directors is considered the chairman of the Public
Shareholding Company, and shall represent the Company before others and befor e all
authorities including the competent judicial authorities. The chairman may delegate a
person to represent him before such entities. The chairman shall also exercise all powers
accorded to him in accordance with the provisions of this Law, the regulat ions issued in
pursuance and other regulations in force at the Company. The chairman shall also
implement the decisions of the Board of Directors in cooperation with the Company
executive system ■.

b) The chairman of the Board of Directors may be a full t ime employee with the approval of
two -thirds of the Board members. The Board of Directors shall in this case determine the
powers and duties which he may expressly exercise and shall fix his due fees and bonuses,
provided he is not a full -time chairman of the Board of Directors or the general manager of
any other Public Shareholding Company .

c) The chairman of the Board of Directors of a Public Shareholding Company or any member
thereof may be appointed as the Company general manager or as his assistant o r deputy by
a decision issued by a two -thirds majority vote of the Board members, in any such cases,
provided that the concerned party shall not take part in the voting .

Article (153): The General Manager‟s Duties and Powers
a) The Board of Directors shall appoint a qualified person to act as general manager of the
Public Shareholding Company and shall specify his powers and responsibilities in accordance
with instructions issued by the Board for this purpose. The Board shall aut horize the said
manager to carry out the management of the Company in cooperation with the Board of
Directors and under its supervision. The Board shall determine the salary of the general
manager, provided he is not a general manager of more than one Publ ic Shareholding
Company .

b) The Board of Directors of the Public Shareholding Company shall have the right to
terminate the services of the general manager provided that the Controller is informed of
any decision taken thereby regarding the appointment o f the Company general manager or
the termination of his services as soon as the decision is taken .

c) If the Company securities are listed in the Market, then the Market shall be notified of
any decision taken as to the appointment of the Company general manager or the
termination of his services as soon as the decision is taken .

d) The chairman of the Board of Directors of a Public Shareholding Company or any of its
members are not entitled to assume any duty or employment in the Company for a salary,
compensation or remuneration, except for those provided for in this Law in situations where
the nature of the work of the Company requires same and which have been approved by a
two -thirds majority vote of the Board of Directors‟ members, provided that the concerned
person shall not participate in the voting .

Article (154): Duties of the Board of Directors‟ Secretary ■
The Board of Directors shall appoint, from amongst the Company employees, the secretary
of the Board and shall determine his remuneration. The secretary shall arrange Board
meetings, prepare the agenda thereof, and record in a special register and on consecutive
pages having serial numbers the minutes of the Board‟s meetings and decisions. The said
register shall be signed by the Board‟s chai rman and members who attended the meeting,
and each page shall be stamped by the Company seal .

Article (155): The Board of Directors‟ Meetings
a) The Board of Directors of a Public Shareholding Company shall meet upon a written
invitation from its chairm an or his deputy, in case of the chairman‟s absence, or upon a
written request of at least one -quarter of the Board‟s members submitted to the chairman.
The said members must state in their written request the reasons that necessitate the
convention of suc h a meeting. Should the chairman or his deputy not invite the Board to a
meeting within seven days from the date of the receipt of that request, the members who
submitted the request shall have the right to invite the Board to meet .

b) The Board of Directors of a Public Shareholding Company shall hold its meetings in the
presence of the absolute majority of the Board‟s members at the headquarters of the
Company, or in any other place inside the Kingdom if such a meeting cannot be held at the
Company headquarters. However, companies which have branches outside the Kingdom or
should the nature of the Company business require same, shall have the right to hold a
maximum of two Board meetings annually outside the Kingdom. The decisions of the Board
of Directors shall be adopted by an absolute majority of the members present at the
meeting and in case of equality of votes the chairman of the meeting shall have a casting
vote ■.

c) Voting on the Board of Directors‟ decisions shall only be made in person and by the
member himself. Voting by proxy or by correspondence or by another indirect manner shall
not be permitted .

d) The Board of Directors shall have at least six meetings during the fiscal year of the
Company, provided that not more than two months lapse before holding a Board meeting.
The Controller shall receive a copy of the invitation for each of the said meetings .

Article (156): The Responsibility of Company for the Actions of the Board or General
Manager against Third Parties
a) Th e Board of Directors of a Public Shareholding Company or general manager shall enjoy
the complete powers in managing the Company within the limits set in its Memorandum of
Association. Actions and deeds conducted and exercised by the Company Board of Direc tors
or general in its name, shall be binding on it against bona fide third parties dealing with the

Company. The Company shall have the right of recourse on Board of Directors to claim any
compensation resultant of damage that befell it regardless of any restrictions provided for in
the Company Memorandum or Articles of Association .

b) Third parties dealing with the Company shall be deemed bona fide unless the contrary is
proved. However, such third party is not obliged to ascertain the existence of any restriction
on the powers of the Company Board of Directors or general manager or on their power to
bind the Company under its Articles and Memorandum of Association .

c) The Company Board of Directors shall draft an agenda clarifying the signatory powers on
behalf of the Company in different issues on the form approved by the Minister based on the
recommendation of the Controller, and the other powers and authorities vested with the
chairman and general manager; especially if the chairman is dedicated to the Company
businesses. This agenda shall also clarify any issues deemed necessary by the Board for the
purpose of running the Company businesses and practice with others ■.

Article (157): The Violation of Company By -laws by the Chairman and the Members o f the
Board of Directors
a) The chairman and the members of the Public Shareholding Company Board of Directors
shall be held responsible towards the Company, shareholders and others for every violation
committed by any of them or all of them of the laws an d regulations in force and of the
Company Memorandum of Association and for any error in the management of the
Company. The consent of the General Assembly for absolving the Board from its
responsibility shall not prevent legal recourse against the chairma n and the Board of
Directors .

b) The liability stipulated in paragraph (a) of this Article shall be either personal, borne by
one or more member of the Board of Directors, or collective, borne by the chairman and the
members of the Board of Directors, an d in such a case, they shall be jointly and severally
liable for compensating the damage that results from the said violation or mistake. A
member who has already objected to the decision containing the violation or mistake in the
minutes of the meeting sh all not be liable for such compensation. In all cases, the claim
regarding this responsibility shall cease after the lapse of five years from the date the
General Assembly meeting during which the Company annual balance sheet and its final
accounts were ap proved .

Article (158): Liability of the Company Chairman, Board of Directors‟ Members, General
Manager and its Employees for Disclosing its Secrets
The Public Shareholding Company chairman, members of the Board of Directors, its general
manager or any of its employees, shall be prohibited from disclosing to any shareholder in
the Company or to another, any information or data related to the Company and considered
of a confidential nature, and which same acquired in their official capacity in the Company,
or as a result of undertaking any business therefore or therein, at the risk of dismissal and
being claimed for compensation for the damage that has been incurred by the Company.
Information permitted to be published per current laws and regulations shall be excluded
from the aforementioned. The General Assembly approval to release the chairman and
members of the Board of Directors from this responsibility shall not absolve same from
responsibility .

Article (159): Responsibility of the Company Chairman, Board of Directors‟ Members, for
Default and Negligence in the Management of the Company

The Public Shareholding Company chairman and the Board of Directors‟ members shall be
jointly and severally responsible towards shareholders for any default or negligence in the
management of the Company. However, upon the liquidation of the Company and the
appearance of a deficit in its assets, in a manner that renders the Company unable to meet
its obligations, and should the reason for such a deficit be the default or negligence of the
chairman and members of the Board or its general manager or auditors, the Court shall
have the right to hold any of the aforesaid persons liable for the debts of the Company in
full or in p art, as the case may be. The Court shall determine the amounts the said persons
are liable for and whether they are jointly liable in the loss or not .

Article (160): The Right to File a Court Action
The Controller, the Company and any shareholder therein shall have the right to file a case
with the Court in accordance with the provisions of Articles 157, 158 and 159 of this Law .

Article (161): Objection of the Board of Directors‟ Chairman and Members to the Discharge
Issued by the General Assembly
a) The decision taken by the General Assembly regarding the discharge of responsibility
shall not be considered as evidence except after the presentation of the Company annual
accounts and auditors‟ report to the Assembly .

b) This discharge of responsibilit y shall only include issues which the General Assembly was
able to verify .

Article (162): Remuneration, Transportation, and Travel Allowances of the Board of
Directors‟ Chairman and Members
a) Remuneration of the Public Shareholding Company Board of Dire ctors chairman and
members shall be determined at a rate of 10% of the net profit which can be distributed as
dividends to shareholders, after deducting all taxes and reserves therefrom, provided that
the remuneration for each of them not exceed five thous and (5000) Jordanian Dinars
annually. Remuneration shall be distributed amongst them in proportion to the number of
meetings attended by each of them. Meetings not attended by the member for a justifiable
cause approved by the Board shall be considered att ended by the member .

b) If the Company is still in the founding stage and has not realized profits yet, an annual
remuneration may be distributed to the chairman and members of the Board at a rate not
exceeding one thousand Jordanian Dinars for each memb er until the Company starts to
realize profits after which it shall be subject to the provisions of paragraph (a) of this Article .

c) In the event the Company incurred losses after realizing profits or has not realized any
profits yet, the chairman and e ach member of the Board shall be paid a remuneration for
their efforts in managing the Company at the rate of twenty (20) Jordanian Dinars for every
Board meeting, or for every meeting of the committees emanating therefrom, provided that
such remuneration must not exceed six hundred (600) Jordanian Dinars annually for each
one of them .

d) Travel and transport allowances for the chairman and members of the Board of Directors
shall be determined in accordance with special regulations to be issued by the Com pany for
this purpose .

Article (163): Resignation of a Board of Directors‟ Member
Any member of the Board of Directors of a Public Shareholding Company, other than
representatives of a public corporate body, may submit his resignation from the Board,

pro vided that his resignation is made in writing, and the said registration shall take effect as
of the date of its submission to the Board and it may not be withdrawn .

Article (164): Loss of a Chairman‟s or Member‟s Membership in the Board of Directors ’
a) The chairman of the Board of Directors of a Public Shareholding Company, or any
member thereof, shall lose his Board membership if he is absent from the meetings of the
Board of Directors for four consecutive meetings without a reason acceptable by the Bo ard,
or it he is absent from the meetings of the Board of Directors for six consecutive months
even if there is a reasonable reason for the absence. The Controller shall be informed of the
decision of the Board of Directors in accordance with the provision s of this paragraph .

b) The private corporate body shall not lose its membership of a Private Shareholding
Company Board due to the absence of its representative in any of the two cases stipulated
in paragraph (a) of this Article, but the corporate body should appoint another person to
replace the said representative after its notification of the Board‟s decision within a month of
its notification of the absence of its representative. It shall be considered to have lost its
membership if it does not name a new representative within the aforementioned period ■.

Article (165): The Right of the General Assembly to Dismiss the Chairman and Members of
the Board of Directors
a) The General Assembly of a Public Shareholding Company shall have the right, during a n
extraordinary meeting and upon a signed request of shareholders holding at least 30% of
the Company shares, to dismiss the chairman of the Board of Directors or any of its
members except for members representing the shares of the government or any corpor ate
body. The dismissal request shall be submitted to the Board of Directors, and a copy thereof
shall be sent to the Controller. The Board of Directors shall invite the General Assembly to
hold an extraordinary meeting within ten days from the date of sub mission of the request
thereto, in order for the Assembly to consider the dismissal request and take the
appropriate decision in that respect. If the Board of Directors fails to invite the General
Assembly to a meeting, the Controller shall do so at the ex pense of the Company .

b) The General Assembly shall discuss the dismissal request of any member and may listen
to his statements either verbally or in writing, after which the members will vote on the
request by secret ballot. If the General Assembly dec ides upon his dismissal then it shall
elect his replacement in accordance with the stipulated rules for the election of the Board of
Directors‟ members ■.

c) If the dismissal did not occur in accordance with the provisions of this Article then the
request for discussing the dismissal for the same reason is not permitted prior to the lapse
of six months from the date of the General Assembly‟s meeting that discussed the dismissal
request ▪.

Article (166): Prohibition of Chairman, Members of the Board of Dir ectors, General Manger
and Employees from Dealing with Company Shares
The chairman of the Board of Directors of a Public Shareholding Company and any member
thereof, and the Company general manager and any if its employees, shall be prohibited
from dealing directly or indirectly in the shares of the Company, on the basis of information
which may have been acquired by any one of them in their position or work in the
Company. Same are also prohibited from revealing s uch information to any other person
with the aim of affecting the prices of the shares of this Company, any other subsidiary,
holding company or company affiliated thereto in which he is a Board member, or an
employee, or should such a disclosure of inform ation cause such an effect. Any dealing or

transaction to which the provisions of this Article are applicable shall be considered null and
void. The person who undertakes such a dealing or transaction shall be liable for the
damage incurred by the Company, its shareholders or others, if any case is brought before
Court regarding the said damage .

Article (167): The Right of the Minister to Form a Committee to Manage the Company upon
the Resignation of the Board of Directors‟ Chairman and Members ■
a) Should the chairman of the Board of Directors of a Public Shareholding Company, or any
of its members, submit their resignation, or should the Board cease to have legal quorum
due to the resignation of a number of its members, and if the General Assembly f ails to
elect a Board of Directors for the Company, the Minister shall upon a recommendation of
the Controller, form a temporary committee composed of any number of experienced and
specialized persons which he deems appropriate. The Minister shall appoint from amongst
the members of the committee a chairman and a deputy in order to assume the
management to the Company. He shall also invite the General Assembly to meet within a
period not exceeding six months from the date of the formation of the committee, in order
to elect a new Board of Directors for the Company. The chairman of the committee and its
members shall be granted remuneration at the expense of the Company in accordance with
what is determined by the Minister .

b) The provisions of paragraph (a ) of this Article shall apply to Banks, financial services
companies and insurance companies, after seeking the opinion of the Governor of the
Central Bank of Jordan, the Securities Commission and the Insurance Regulatory
Commission, as the case may be .

Article (168): Notification of the Controller of Occurrence of a Serious Loss to the Company
and Right of Minster to Dissolve the Board ▪
a) The chairman of the Board of Directors, any members thereof, its general manager or its
auditors shall notify the Co ntroller of the occurrence of any financial or administrative
disorders or serious losses which affect the rights of the Company shareholders or creditors.
The Controller shall also be notified if the Company Board of Directors, or any member
thereof, or i ts general manager exploit their powers and position in any manner that
achieves for their or another‟s account any benefit in an illegitimate manner. This provision
shall apply in case any of same abstain from work which the Law stipulates its
implementat ion or the completion of any practice pertaining to fraud or considered
embezzlement, forgery or breach of trust in a manner that affects the rights of the
Company and its shareholders. Failure to do so by any of the aforesaid shall subject them to
ommisiv e liability .

b) The Minister shall, in any of these cases and upon the recommendation of the Controller,
after ascertaining the correctness of the notification, dissolve the Company Board of
Directors and form a committee of any number, which he deems ap propriate, of
experienced and specialized persons to manage the Company for a period of six months
renewable twice at most and shall appoint a chairman and a deputy chairman from amongst
its members. In this case, the committee shall invite the General Ass embly during that
period to elect a new Board of Directors for the Company. The chairman and members of
the committee shall be granted remuneration, at the Company expense, as shall be
determined by the Minister .

c) The provisions of this Article shall a pply to Limited Liability Companies and Private
Shareholding Companies in any case approved by the Council of Ministers upon the
recommendation of the Minister

Article (169): The Date of the Ordinary General Assembly Meeting

The General Assembly of a Pub lic Shareholding Company shall hold at least one ordinary
meeting per year inside the Kingdom, upon the invitation of its Board of Directors, on the
date set by the Board in agreement with the Controller, provided that this meeting shall be
held within the four months following the end of the fiscal year of the Company .

Article (170): The Quorum of the Ordinary General Assembly Meeting
Ordinary meetings of the General Assembly of a Public Shareholding Company shall be
deemed legal if attended by sharehold ers representing more than one half of the Company
subscribed shares. Should such a quorum not be present after the lapse of one hour from
the time fixed for the meeting, the chairman of the Board of Directors shall direct an
invitation to the General Asse mbly to hold another meeting within ten days from the date of
the first meeting. The invitation shall be made through an announcement published in at
least two local daily newspapers, at least three days prior to the date set for the meeting.
The second me eting shall be considered legal regardless of the shares represented therein .

Article (171): The Powers of the General Assembly and its Agenda
a) The powers of the General Assembly of a Public Shareholding Company during its
ordinary meeting shall includ e powers necessary for considering, discussing and taking the
appropriate decisions on all Company -related issues, particularly the following :
• Reciting the minutes of the previous ordinary meeting of the General Assembly ■.
• Report of the Board of Directors on the activities of the Company, during the year,
along with its future plans .
• Report of the Company auditors on the balance sheet of the Company, other final
accounts and financial status and position .
• Annual balance sheet, the profit and loss account and deciding upon the profits that
the Board of Directors proposes to distribute, including the reserves and allocations, which
the Law and the Company Memorandum of Association stipulate its deduction .
• Election of the members of the Board of Directors .
• Election of the Company auditors for the next fiscal year, and deciding on their
remuneration or authorizing the Board of Directors to determine same ■.
Propos als to borrow funds, create a mortgage and release guarantees, or guarantee a
holding or affiliated company obligations if the Company Memorandum of Association
requires that ▪.
• Any other matter stipulated by the Board of Directors in the meeting‟s agenda .
• Any other matter which the General Assembly proposes to include in the agenda,
and are within the work scope of the General Assembly in its ordinary meetings, p rovided
that such a proposal is approved by shareholders representing not less than 10% of the
shares represented in the meeting .
b) The General Assembly invitation to convene the meeting should include, the agenda of
the matters to be presented to it for discussion, in addition to a copy of any documents or
statements relating to such .

■As amended by the Temporary Law No. (40) for the year 2002 .
The General Assembly‟s Extraordinary Meeting

Arti cle (172): Invitation of the General Assembly to an Extraordinary Meeting

a) The General Assembly of a Public Shareholding Company shall hold an extraordinary
meeting inside the Kingdom upon the invitation of the Board of Directors, or upon a written
reque st submitted to the Board from shareholders holding not less than one -quarter of the
Company subscribed shares, or upon a written request submitted by the Company auditors
or the Controller, should shareholders holding in person not less than 15% of the Co mpany
subscribed shares request such a meeting .

b) The Board of Directors shall invite the General Assembly to the extraordinary meeting
which the shareholders, the Company auditors or the Controller has requested to be
convened in accordance with the pr ovisions of paragraph (a) of this Article, within a period
not exceeding fifteen days from the date the Board has been notified of that request. Should
the Board fail to direct such an invitation or refused to respond to the request, the
Controller shall i nvite the General Assembly to convene at the expense of the Company .

Article (173): The Quorum of the Extraordinary General Assembly Meeting
a) Subject to the provisions of paragraph (b) of this Article, an extraordinary meeting of the
General Assembly o f the Public Shareholding Company shall be deemed legal if attended by
shareholders representing more than one -half of the subscribed shares of the Company.
Should such a quorum not be present after the lapse of one hour of the time fixed for the
meeting, then the meeting shall be postponed to another date to be held within ten days
form the date of the first meeting. The chairman of the Board shall announce the new date
of the meeting in at least two local daily newspapers, at least three days prior to the date
set for the new meeting. The second meeting shall be deemed legal with the presence of
shareholders representing at least 40% of the Company subscribed shares. Should such a
quorum not be present in the second meeting, it shall then be cancelled, wha tever the
reasons for the invitation are .

b) The legal quorum for the meeting of the Company extraordinary General Assembly, in
the event of its liquidation or merger with another company, should not be less than two –
thirds of the Company subscribed shar es, including the meeting postponed for the first time,
and if its legal quorum is not complete the General Assembly‟s meeting will be cancelled
whatever the reasons for calling its meeting ■.

Article (174): The Agenda of the Extraordinary General Assem bly Meeting
The invitation for an extraordinary meeting of the General Assembly must include the issues
to be presented and discussed thereat. Should the agenda include amending the Articles
and Memorandum of Association of the Company, the proposed amendm ents must be
attached to the invitation for the meeting .

Article (175): The Powers of the General Assembly in its Extraordinary Meeting
a) The General Assembly of a Public Shareholding Company shall, at its extraordinary
meeting, discuss, consider and ta ke appropriate decisions regarding the following issues :
• Amending the Company Article and Memorandum of Association .
• Merging of the Company or its incorporation .
• Liquidation and dissolution of the Company .
• Dismissal of the Board of Directors, its chairman or one of its members .
• Sale of the Company or complete acquisition of another company .
• Increase of the authorized capital of the Company or decrease of the Company
capital .
• Issuance of corporate bonds convertible to shares .
• Company employees‟ ownership of the Company capital shares ■.

• Company purchase of its shares and selling of same in accordance with the
provisions of this Law and related legislations in force ▪.
b) Decisions at an extraordinary meeting of the General Assembly shall be issued by a
majority of 75% of the total shares represen ted in the meeting .

c) Decisions issued by the General Assembly during its extraordinary meetings shall be
subject to the approval, registration and publication procedures stipulated in this Law with
the exception of the provisions of clauses (4) and (7) of paragraph (a) of this Article .

Article (176): Extraordinary General Assembly Meetings Enjoy Ordinary Meetings Powers
The General Assembly of a Public Shareholding Company may discuss at its extraordinary
meetings issues falling within its powers at o rdinary meetings. The General Assembly‟s
decisions in this case shall be adopted by an absolute majority of shares represented at the
meeting .

General Rules for the Meeting of the General Assembly

Article (177): Presidency of the General Assembly Mee ting and Attendance of the Chairman
and Members of the Board of Directors
a) The ordinary meeting of the General Assembly of a Public Shareholding Company shall be
presided over by the chairman of the Board or his deputy, in case of the chairman‟s
absence, or the person delegated by the Board if both the chairman and his deputy are
absent .

b) The number of the members of the Board of Directors attending meetings of the General
Assembly must not be less than the number needed for constituting a quorum requ ired for
convening Board meetings. Board members must not be absent from the meetings without
a justifiable cause .

Article (178): The Right of Discussion and Voting on Decisions
Every shareholder in the Public Shareholding Company who was registered in t he Company
register three days prior to the date set for any meeting of the General Assembly shall have
the right to participate in discussing issues presented thereto and to vote on the decisions
adopted by the Assembly regarding these issues, each accord ing to the number of shares he
represents in person and by proxy .

Article (179): Granting Proxy to Attend Meetings
a) A shareholder in a Public Shareholding Company shall have the right to give a proxy to
another shareholder to attend any meeting of the Company General Assembly. The proxy
shall be in writing, on a special form prepared by the Company Board of Directors for this
purpose with the approval of the Controller. Proxies must be deposited at the Company
headquarters at least three days before the date set for the meeting of the General
Assembly. The Controller, or any person delegated by him, shall examine the said proxies.
The shareholder may also give a proxy to another person by virtue of a judicial power of
attorney to attend the meeting on hi s behalf .

b) The proxy shall be valid for the attendance of the representative of any other meeting to
which the General Assembly meeting was postponed .

c) The presence of a trustee, guardian or attorney of the shareholder or the representative
of a corporate body which is a shareholder in the Company shall be considered as the legal
presence of the original shareholder at the meetings of the General Assembly, even if the
said trustee, guardian or representative of the corporat e body is not a shareholder in the
Company .

Article (180): Supervision over Implementing the Procedures for Convening the Meeting ■
a) The Controller, or anyone delegated in writing thereby from the staff of the Directorate,
shall supervise the implementa tion of the procedures related to convening the meeting of
the General Assembly of a Public Shareholding Company in accordance with the instructions
issued by the Minister for this purpose .

b) The fees paid by Companies shall be determined by means of a special regulation, and
shall be deposited in a fund belonging to the Directorate. The regulation shall also
determine the payment method from this fund including the remuneration to be paid to the
Controller and the Directorate staff who participate in Ge neral Assembly meetings .

Article (181): Minutes of Meeting
a) The chairman of the meeting of the General Assembly of a Public Shareholding Company
shall appoint, from amongst the shareholders or the Company employees, a clerk to record
the minutes of mee ting of the General Assembly, and the decisions taken therein. The
chairman shall also appoint not less than two supervisors to collect and sort the votes. The
Controller or his representative shall announce the results of any voting .

b) The minutes of t he meeting shall include the meeting‟s legal quorum, the issues
presented in it, the decisions adopted regarding these issues, the number of votes
supporting and opposing every decision and votes that did not appear in addition to the
General Assembly deli berations which the shareholders request that they be recorded in the
minutes. The minutes shall be signed by the chairman of the meeting, the Controller and
the secretary, and shall be documented in a special register prepared by the Company for
this purp ose. The Board of Directors shall send a signed copy of the minutes to the
Controller within ten days from the date of holding the meeting of the General Assembly .

c) The Controller may give certified copies of the minutes of the meeting of the General
Assembly to any shareholder against the required fees set in accordance with the provisions
of this Law .

Article (182): Invitation of the Controller and Auditors to Attend the Meeting ■
The Board of Directors shall invite the Controller, Se curities Commission and the Company
auditors to the meeting of the General Assembly at least fifteen days prior to the date set
for the meeting‟s convention. The auditor shall attend or delegate a person to represent
him, failing which he shall be held res ponsible. The invitation shall be accompanied with the
meeting‟s agenda and all the data and enclosures whose attachment to the invitation sent
to shareholders have been stipulated. Any meeting of the General Assembly not attended by
the Controller, or any of the Directorate employees delegated by him in writing shall be
considered null and void .

Article (183): General Assembly Decisions, their Binding Power, and the ability to Contest
Same
a) Decisions issued by the General Assembly of a Public Sharehold ing Company at any of its
meeting that convenes with the presence of a legal quorum, shall be binding upon the Board
of Directors and all shareholders, whether they attended the said meeting or not, provided

that these decisions have been adopted in accord ance with the provisions of this Law and
the regulations issued in pursuance .

b) The Court shall have jurisdiction to look into and settle any case that may be presented
for the purpose of contesting the legality of any of the meetings of the General Ass embly, or
contesting the decisions issued at any one of these meetings. Such contesting shall not halt
the implementation of any decision of the General Assembly unless the Court decides
otherwise. Such a case shall not be entertained after the lapse of th ree months from the
date of the meeting ■.
Article (184): Observance of Accounting Principles ▪
a) A Public Shareholding Company shall organize its accounts and keep its registers and
books in accordance with the recognized international accounting and audit ing standards .

b) The Minister in coordination with the specialized professional entities shall issue the
necessary instructions to insure the application of international accounting standards and
their recognized principles in a manner that realizes the objectives of this Law, and
safeguards the rights of the Company and its shareholders .

c/1) The specialized professional entities shall adopt recognized international accounting and
auditing standards and rules .

c/2) For the purposes of this Law the p hrase “recognized international accounting and
auditing standards and rules” shall apply to any phrase that may implicitly or explicitly refer
to the application of the accounting and auditing principles and standards and rules or what
may be related to sa me .

Article (185): The Company Fiscal Year
a) The fiscal year of a Public Shareholding Company shall start on the first of January of
each year and shall end on the thirty first of December of the same year, unless the
Company Memorandum of Association provides otherwise .

b) Should the Company commence its business during the first half of the year, then its
fiscal year shall end on the thirty first of December of the same year. However, if the
Company commences its business in the second half of the y ear, then its first fiscal year
shall end on the thirty first of December of the following year .

Article (186): Distribution of Profit and Compulsory Reserve
a) The Public Shareholding Company may not distribute any dividends to its shareholders
except f rom its profits, and after settling the rotated losses of the previous years. The
Company shall deduct an amount equivalent to 10% of its annual net profit for the
compulsory reserve account. No profits shall be distributed to shareholders before the
deduc tion of such an amount. These deductions may not cease before the total amount
accumulated in the account of the statutory reserve has become equal to one quarter of the
Company subscribed capital. However, the Company may, with the approval of the General
Assembly continue to deduct this annual ratio until this reserve equals the subscribed
capital of the Company in full ■.

b) A Public Shareholding Company may not distribute its compulsory reserve amongst its
shareholders. However, the Company may use the said reserve to secure the minimum limit
of profits as required by the agreement of Companies having concessions, for any year,
where their profits at the said year cannot secure that minimum limit. The Company Board
of Directors must return to that reser ve the amounts which have already been deducted

therefrom whenever the profits of the Company allow that in the following years. The
Council of Ministers may, shall the need arise, partially use the compulsory reserve of the
Company, as the case may be, to cover its payments for the purpose of settling surplus
profits realized for the government that are in excess of the profit stipulated in accordance
with the concession agreement in which it is a party provided that such reserve is returned
in accordance with the provisions of paragraph (a) of this Article ©.

Article (187): Voluntary Reserve and its Use, and the Special Reserve
a) The General Assembly of a Public Shareholding Company may upon the suggestion of its
Board of Directors, decide to annually de duct 20% of its annual net profits for the account
of the voluntary reserve .

b) The voluntary reserve of a Public Shareholding Company shall be used for the purposes
decided upon by its Board of Directors. The General Assembly shall have the right to
dis tribute that reserve in full or in part as profits to shareholders, if it has not been used for
those purposes .

c) The General Assembly of the Public Shareholding Company may, upon the submission of
its Board of Directors, decide to annually deduct not m ore than 20% of its net profits for
that year as a special reserve to be used for emergency, expansion purposes, or for
enhancing the financial position of the Company and facing the risks which it may
encounter .

Article (188): Allocation of 1% of the Profits to Support Scientific Research and Vocational
Training
A Public Shareholding Company should allocate not less than 1% of its annual net profits to
be spent for supporting scientific research and vocational tra ining in it, and to spend this
allocated reserve, or any part thereof, on scientific research and training. If this amount or
a portion thereof is not spent within the three years of each deduction, the balance should
be deposited into a special fund to be set up in accordance with a regulation issued for that
purpose. The regulation shall specify the method and basis of payment, provided that it
shall not be extend beyond the intended purpose of this Law .

Article (189): Net Profit Calculation
In order to achieve the intended purposes of Articles (186), (187) and (188) of this Law, the
net profits of a Public Shareholding Company represent the difference between the total
realized revenues in any fiscal year, on the one hand, and the sum of expenses and
de preciation in that year, on the other hand, before deducting the allocations for income
and social service taxes .

Article (190): Employees Saving Funds ■
The Company may set up a savings fund for its employees, which shall enjoy an
independent corporate i dentity, in pursuance to a special regulation issued by the Company
Board of Directors and approved by the official competent authorities in accordance with
provisions of the legislation in force. This regulation shall include insurance that the fund
shall be administratively and financially independent from the Company administration .

Article (191): Profits, the method for Distribution, and the Forms Necessary for the
Preparation and Presentation of the Account Statements

a) The rights of a shareholder to the annual profits of a public shareholding company evolve
pursuant to a decision by the General Assembly regarding the distribution of dividends .

b) The right of the shareholder to receive profits from the Company shall be on the date of
the meeting of the General Assembly whereby it decides to distribute profits. The Company
Board of Directors shall announce this in at least two daily newspapers, and through other
means of media within one week at most from the date of the issuance of the General
Assembly‟s decision. The Company shall notify the Controller and the Market of that
decision .

c) The Company is obligated to pay the dividends determined for distribution to the
shareholders within forty -five days from the date o f the General Assembly‟s meeting. In
case of default, the Company shall pay interest to the shareholder at the prevailing interest
rate on time deposits during the delay period, provided that the delay period for payment of
dividends shall not exceed six m onths from the date of maturity thereof ■.

d) The Minister shall, in cooperation with competent authorities, issue the forms which are
necessary for preparing and presenting the statements of accounts and for issuing the
accounting policies related to Pub lic Shareholding Companies except for banks, financial
institutions and insurance companies where the financial statements thereof shall be made
in coordination with the Central Bank, the Securities Commission and Insurance Regulatory
Commission, as the ca se may be ▪.
Article (192): Companies Obliged to Elect an Auditor
a) The General Assembly of a Public Shareholding Company, a Limited Partnership in
Shares, a Limited Liability Company and a Private Shareholding Company shall elect one or
more licensed audi tors from amongst licensed auditors for one renewable year, and shall
determine their remuneration or authorize the Board of Directors to determine such
remuneration. The Company shall inform the elected auditor by writing thereof within
fourteen days from the date of his election .

b) If the Company General Assembly fails to elect an auditor, or if the auditor who has been
elected apologized or declined to carry out the work for any reason whatsoever, or if he
dies, the Board of Directors should recommend to the Controller at least three auditors to
chose from within fourteen days from the date of the vacancy of such post .

Article (193): Auditor‟s Duties
The auditors shall undertake jointly or severally the following duties :

a) Monitor the Company oper ations .

b) Audit its account in accordance with recognized auditing rules, auditing profession
principals and scientific and technical standards .

c) Revision of the financial and administrative by -laws of the Company and its internal
financial controls and to ensure their suitability for the Company business and safeguarding
of its assets .

d) Verification of the Company assets and its ownership thereof and to ascertain the legality
and correctness of the Company obligations .

e) Revision of the Board of Directors‟ decisions and instructions issued by the Company, and
any statements which their work requires their acquirement and verification ■.

f) Any other duties the auditor must perform in accordance with this Law, the Auditing
Profession Law and other regulations related thereto ▪.

g) The auditors shall present a written report addressed to the General Assembly. The
auditors or the person delegated by them shall recite the report before the General
Assembly .

Article (194): Hindrance of the Auditor‟s Duties
Should the auditor fail, for any reason whatsoever, to perform the duties and responsibilities
vested in him in accordance with the provisions of this Law for any reason whatsoever, then
he must, prior to de clining the auditing of the Company accounts, submit to the Controller a
written report and a copy thereof to the Board of Directors. This report shall include the
reasons hindering his work or preventing him from performing his duties. The Controller
shal l resolve these reasons with the Board of Directors. If the Controller fails to do so, then
he must put the issue before the General Assembly at the first meeting held by it .

Article (195): Contents of the Auditor‟s Report
a) Subject to the Auditing Prof ession Law in force, and any Law or other regulation related
to this profession, the auditor‟s report must include the following :
• That the auditor has obtained the information, statements and clarifications he
deemed necessary to perform hi s work .
• That the Company maintains organized accounts, registers and documents. Its
financial statements must be prepared in accordance with internationally recognized
accounting and auditing principles which can justly show the financial position of the
Company, its cash flow, and that its balance sheet and profit and loss account confirm with
the records and books ■.
• That the auditing procedures carried out by him for the Company accounts form, in
his opinion, a sufficient reasonable basis to express his opinion regarding the Company
financial position, results of its operations and cash flow in accordance with internationally
recognized auditing rules .
• That the financial statements included in the Board of Director‟s report addressed to
the General Assembly comply with the Company records and registers .
• Any violations of the provisions of this Law or the Company Memorandum of
Association that have taken place during the year in question and which have had a material
effect on the results of the Company operations and its financial position, and whether any
of these violations still exist, and that is within the limits of the information available to him,
or that he should know by virtue of h is professional duties ■.
b) The auditor must give his final opinion on the Company balance sheet and profit and loss
account in one of the following ways :
• Absolute approval of the annual sheet, profit and loss account and cash flow .
• Approval with reserve of the balance sheet, profit and loss account and cash flow,
provided that he states the reasons for such a reservation and its financial effect on the
Company .
• Non -approval of the balance sheet, profit and loss account and cash flows and
returning them to the Board of Directors, with the reasons justifying such a rejection of the
balance sheet .

Article (196): Auditor‟s Recommendation to Reject the Board of Directors‟ Financial
Statements

In the event the auditor recommends the rejection of the financial statements, and returns
same to the Companies Board of Directors, the Company General Assembly may decide the
following :

a) Either to request the Board of Directors to correct the balance sheet and the p rofit and
loss accounts in accordance with the auditor‟s remarks, and consider them approved after
making such a correction .

b) Or refer the issue to the Controller in order to appoint a committee of experts from
licensed auditors to settle the dispute a rising between the Company Board of Directors and
its auditors. The decision of the said committee shall be binding after presenting it for a
second time to the General Assembly for its approval. The balance sheet and the profit and
loss account shall be a djusted accordingly .

c) In order to realize the objectives of paragraph (b) of this Article, the Controller shall
exercise his powers in coordination with the Central Bank, Securities Commission and
Insurance Regulatory Commission, as the case may be ■.

Article (197): Acts that the Auditor is Prohibited from Carrying out towards Public
Shareholding Companies
The auditor is not entitled to participate in the founding of a Public Shareholding Company
whose accounts he audits, to be a member of its Board of Directors, to work permanently in
any technical, administrative or consultancy work therein, to be a partner to any member of
its Board of Directors or to be an employee of any Board member. Otherwise, any action in
violation of the provisions of this Art icle shall be considered null and void .

Article (198): Auditor‟s Attendance of the General Assembly Meeting
The Company Board of Directors shall provide the auditor with a copy of the reports and
statements which the Board sends to the shareholders including the invitation for attending
the meetings of the Company General Assembly, and the auditor or his representative shall
attend that meeting .

Article (199): The Auditor Represents the Shareholders and their Right to Discussion
a) The auditor of t he Company shall be the representative of the shareholders therein within
the limits of the duties vested in him .

b) Each shareholder may request during the meeting of the General Assembly clarification
from the auditor regarding his report and may discu ss the issue with him .

Article (200): Notifying the Auditor of any Company Violation ■
Should the auditor become aware of any violation by the Company of this Law, the
Company Memorandum of Association or any important financial issues which may
adversely affect the financial or administrative position of the Company, he shall
immediately notify in writing the chairman of the Board of Directors, the Controller, the
Commission and the Market as soon he discovers or becomes aware of these matters
provided th at such information shall be dealt by all parties with strict confidentiality until the
violations is decided upon .

Article (201): Compensation of the Company by the Auditor for his Errors ■
The auditor shall be liable towards, the Company which he audits its accounts, its
shareholders, and the users of its financial statements for compensating any realized
damage or lost profit incurred as a result of errors committed by him while carrying out his

duties, or as a result of his failure to accomplish his du ties that are specified in accordance
with the provisions of this Law, and the provisions of any other legislation in force, or duties
demanded by internationally recognized accounting and auditing standards, or as a result of
issuing financial statements that do not confirm with reality in a major manner or for
approving these statements. The auditor shall also be held responsible for compensating the
damage incurred by him on a shareholder or a bona fide third party as a result of the error
committed. Sho uld the Company have more than one auditor who participated in the error
then they shall be held jointly liable in accordance with the provisions of this article. Any
civil liability suit arising from any of the aforesaid shall be dismissed upon the lapse of three
years from the date of convening the Company General Assembly meeting where the
auditor‟s report was read out. If the act attributed to the auditor constitutes a crime then
the civil liability suit shall not prescribe unless the public right proce eding prescribes .

Article (202): Prohibition of the Auditor to Disclose Company Secrets
Without prejudice to the main obligations of the auditor, the auditor must not disclose to the
shareholders at the headquarters of the General Assembly meeting or at any other place or
at any time or to non -shareholders any secrets of the Company secrets that came to his
knowledge in the course of his duty therein. Otherwise he shall be dismissed and requested
to compensate the damages .

Article (203): Prohibition of the Auditor to Speculate over the Company Shares
The Company auditor and his employees are prohibited to speculate in the shares of the
Company which he audits its accounts whether directly or indirectly. Otherwise, the auditor
shall be penalized by dismis sal from his position as Company auditor, and shall be
requested to compensate for any damage that he has caused as a result of his violation of
the provisions of this Article .
Article (204): Definition of the Holding Company and Businesses Permitted and P rohibited to
it
a) A Holding Company is a Public Shareholding Company which has financial and
administrative control over one or more Companies called subsidiary companies in one of
the following methods :

To acquire more than one half of the Company shar e capital and/or
To have control over the formation of its Board of Directors .
b) A Holding Company shall be prohibited from acquiring any stocks or shares in General
Partnerships or Limited Partnerships in Shares .

c) A subsidiary company shall be proh ibited from acquiring any stocks or shares in the
Holding Company .

d) The Holding Company shall appoint its representatives in the Boards of Directors of the
subsidiary company in proportion to its shareholding therein. It may not participate in the
elec tion of the remaining members of the Board of Directors or the Management Committee
as the case may be .

Article (205): Company Objectives
The objectives of Holding Company are the following :

a) Management of its subsidiary companies or participation in the management of other
companies which it is a shareholder therein .

b) Investment of its properties in shares, bonds and securities .

c) Providing loans, guarantees and financing to its subsidi ary companies .

d) Ownership of patents, trademarks, concession rights and other intangible rights and the
exploitation and leasing thereof, to its subsidiary companies or to other companies .

Article (206): Founding of the Company
a) A Holding Company s hall be established in one of the following methods :
• Founding of a Public Shareholding Company whose objectives are limited to those
activities stated in Article (205) of this Law, or any part thereof, and the founding of
subsidiary compani es thereto, or the ownership of shares or stocks in other Public
Shareholding
• Companies, Limited Liability Companies or in Limited Partnerships in Shares to
achieve the said objectives .
• Amendment of the objectives of an exi sting Public Shareholding Company to that of
a Holding Company in accordance with the provisions of this Law .
b) The regulatory provisions of the Holding Companies and its subsidiary companies shall be
defined by a special regulation to be issued for this purpose ■.

Article (207): Application of the Law to Holding Companies Established in Pursuance to
Agreements Concluded by the Government with other States
The provisions of this Law shall apply to Holding Companies which are established in the
Kingdom in pursuance to agreements concluded between the Government of the Hashemite
Kingdom of Jordan and other governments or Arab or international organizations, in the
cases that are not stipulated in their founding agreements or their Articles and
Memorandum of Association .

Article (208): The Balance Sheet of the Company ■
The Holding Company shall prepare at the end of each fiscal year a consolidated balance
sheet, profit and loss statements and its cash flow for all its subsidiary companies. It shall
then pre sent same to the General Assembly together with the explanations and related
statements in accordance with the internationally recognized accounting and auditing
principles .
Article (209): Registration of the Company, its Objectives, Application of the Pu blic
Shareholding Company Provisions, its Memorandum of Association, Capital, Board of
Directors and its Merger
a) The Joint Investment Company shall be registered as a Public Shareholding Company
with the Controller in a separate register. The objectives of this Company shall be confined
to investment of its properties and of third parties‟ properties in securities of different types
and to regulate its operations in accordance with the provisions of the Securities Law .

b) The Joint Investment Company sh all be subject to all of the provisions of this Law
regarding the Public Shareholding Company subject to the following :
1 . The Company Articles and Memorandum of Association shall include the name of an
investment consultant licensed in accorda nce with the laws in force to manage the
investments of the Company .
2 . If the Joint Investment Company has a variable capital, it shall not be subject to the
provisions of paragraphs (a) and (b) of Article (95) of this Law, which provide that the
minimum limit of the authorized capital of the Company should be five hundred thousand
(500,000) Dinars and that it should be paid up within three years .
3 . The Board of Directors solely, and without the need to obtain the approval of the
General

4 . Assembly of a Joint Investment Company with a variable capital, shall have the
right to increase or decrease its authorized capital as shall be deemed appropriate by it,
provided that the Controller should be notified of that within ten days from the date of the
decision to increase or decrease .
5 . A shareholder in a Joint Investment Company having a variable capital may request
the Company to redeem his shares at a price representing the net value of the shares
calculated on the date of redemption from which the value of any fees or commissions
determined in the Memorandum of Association of the Company is deducted .
6 . The Board of Directors of Joint Investment Company shall not be obliged to call for
the convening of the General Assembly except during the years in which a new Board of
Directors should be elected unless the Company Memorandum of Association provides
otherwise .
7 . Notwithstanding the provisions of Article (274) of this Law, the shareholder in a
Joint Investment Company with a variable capital may not have access to the shareholders‟
registers in the Company unless it is provided otherwise in the Company Memorandum of
Association .
8 . Should a Joint Investment Company with a variable capital merge with another
company, the shareholders in the Joint Investment Company with a variable capital who
objected to the merger at the Gener al Assembly meeting, may not claim the value of their
shares in the manner provided for in Article (235) of this Law. However, they shall reserve
their right to claim the redemption of their shares from the Company as stated in clause (4)
of paragraph
(b) of this Article .

Article (210): Company Forms
Joint Investment Companies may adopt either of the two following forms :

a) A company with a variable capital, that issues shares redeemable by it at a price fixed
with reference to its current net assets. The Company is committed at any time to redeem
these shares upon the request of a shareholder, and at the price announced weekly by the
Company with the knowledge of the Market .

b) A company with a fixed capital, that issues irredeemable shares which are negotiated in
the Market in accordance with the prices determined in the Market .

c) The increase or decrease of capital in the Company with a variable capital shall not be
subject to the procedures stipulated in this Law, unless provided otherwise in it s Articles or
Memorandum of Association. The value of the shares of the Company shall remain nominal
even after payment of same .
Article (211): Definition of the Company and Acts Prohibited to be carried out
a) An Offshore Company is a Public Shareholding Company, a Limited Partnership in Shares
or a Limited Liability Company or a Private Shareholding which is registered in the Kingdom
and carries out its operations outside the Kingdom. The word (Exempt Company) shall be
added to the name of the said Compan y*.

b) An Offshore Company shall be prohibited from offering its shares for public subscription
in the Kingdom .

Article (212): Registration of the Company, its Capital and its Objectives ■
An Offshore Company shall be registered with the Controller in a register specially prepared
for Jordanian Companies operating outside the Kingdom. The capital of such a Company

should not be less than the minimum limit set in the related legislations if its activity is in
the field of Banks or financial institutions .

Article (213): Cancelled ▪.

Article (214): Registration Procedures, Company Operations, Registration Fees and its
Supervision
The provisions and special conditions relating to the founding of an Offshore Company and
its operations, the fees due by it an d the supervision thereof shall be determined by a
regulation to be issued in accordance with this Law .
Article (215): Transforming a General Partnership Company and a Limited Partnership
General Partnerships may be transformed to Limited Partnerships and Limited Partnerships
may also be transformed to General Partnerships with the approval of all partners and by
following the legal procedures for the registration of the company and registration of the
changes effected thereto .

Article (216): Procedures of Transforming a Company to a Limited Liability Company or a
Limited Partnership in Shares or a Private Shareholding Company *
A company may be transformed to a Limited Liability Company or a Limit ed Partnership in
Shares or a Private Shareholding Company by observing the following procedures :

a) A written application by all the partners, or the decision of the Company General
Assembly should be submitted to the Controller, as the case may be, exp ressing the desire
to transform the company together with the reasons and justification for the transformation
and the type of company to which the transformation will be made. The following should be
attached to the application :
• The Compan y balance sheet for each of the last two years preceding the
transformation application duly certified by a licensed auditor, or the balance sheet of the
company for the last fiscal year if no more than one year has elapsed since the company
was registered .
• A statement made by the partners, estimating the Company assets and liabilities .
b) Subject to the provisions of paragraph (a) of this Article, the partners or shareholders, as
the case may be, must consent unanimously to the transformation of the company to a
Private Shareholding Company ■.

c) The Controller shall, within fifteen days from the date of submission of the application,
announce in at least two local daily newspapers, at the expense of the company, the
tran sformation application. The announcement shall show whether the creditors or others
have any objection to the transformation. The transformation shall not be accomplished
except with the written approval of the creditors‟ who own more than two -thirds of th e
Company debts ▪.

d) The Controller may verify the accuracy of the estimates of the net equity of the partners
or shareholders, as the case may be, in the manner he deems appropriate including the
appointment of one or more experts to verify the accuracy of these estimates. The company
shall bear all the experts‟ fees as determined by the Controller .

e) The Controller may accept or reject the transformation. In case of rejection, his decision
shall be subject to the determined rules of contest but in ca se of approval the registration
and publication procedures shall be completed in accordance with the provisions of this Law .

Article (217): Procedures of Transforming a Limited Liability Company or a Limited
Partnership in Shares or a Private Shareholdin g Company to a Public Shareholding
Company *
The Limited Liability Company, or Limited Partnership in Shares, or Private Shareholding
Company may be transformed to a Public Shareholding Company pursuant to the provisions
stipulated in this Law. The applicat ion shall be submitted to the Controller together with the
following :

a) The Company‟s General Assembly decision approving the transformation .

b) The reasons and justifications for the transformation based on an economic and financial
study of the Comp any‟s status and position after transformation .

c) The audited balance sheet of each of the last two consecutive years preceding the
transformation application, provided that the Company realized net profits during either of
them ■.

d) A statement that the Company‟s capital has been paid in full .

e) A statement by the Company indicating the preliminary assessments of the value of its
assets and liabilities .

Article (218): Approval of the Minister on the Transformation of a Limited Liability Company
or a Limited Partnership in Shares Company or a Private Shareholding to a Public
Shareholding Company *
The Minister may, upon the recommendation of the Controller, approve the transformation
of the Limited Liability Company or the Limited Partnership in Shares or the Private
Shareholding Company to a Public Shareholding Company, within thirty days from the date
of submitting the application referred to in Article (225) of this Law, and after completing
the following procedures :

a) Evalua tion of the assets and liabilities of the company wishing to be transformed by a
committee of experts and specialized persons. The committee shall be formed by the
Minister, provided that one member of the committee is a licensed auditor. The Minister
shal l determine the remuneration of the committee, at the expense of the company .

b) The written approval of the creditors, who own more than two -thirds of the Company
debts, to the transformation ▪.

Article (219): Announcement of the Minister‟s Decision to Approve the Transformation and
the Right to Contest it
a) The Controller shall announce the Minister‟s decision approving the transformation in at
least two local daily newspapers, and for two consecutive times, at the expense of the
company. The Controll er shall notify the Commission, Market and Depository Center
thereof ■.

b) Any concerned entity may contest to the Minister the transformation decision within
thirty days from the date of publishing the last transformation announcement, indicating
therein the reasons and justifications for the objection. Should the submitted objections, or
any one of them, not be settled within thirty days from the date of submitting the last
objection, each objector may then contest the decision of the Minister at the Hig h Court of

Justice within thirty days from the end of that period, provided that this contest shall not
suspend the transformation procedures unless the Court decides otherwise .

Article (220): Completion of Registration and Publication as a Prerequisite to Transformation
The completion of the registration and publication procedures as stipulated in this Law is a
prerequisite for the transformation of the company. Should the capital resulting from the re –
evaluation be less than the minimum limit of the Pub lic Shareholding Company capital as
determined by this Law, the legal procedures concerning the increase of the capital of the
Public Shareholding Company stipulated in this Law shall be followed .

Article (221): Continuation of the Previous Corporate Identity after the Transformation
The transformation of any company into other company shall not necessitate the emergence
of a new corporate body. The company shall preserve its previous corporate iden tity, and
shall preserve all its rights and shall be liable for all its obligations prior to the
transformation. The responsibility of the General Partner, in his private properties, for the
Company debts and obligations prior to the transformation date sh all remain valid .

Article (222): Conditions and Methods of Merging ■
a) The merger of the companies stipulated in this Law shall be accomplished by any of the
following methods, provided that the objectives of the companies wishing to merge are
identical or complementary .
1 . Through the merger of one company or more with other companies called the
(merging company). The company or companies merged therein, and the corporate identity
of each, shall no longer exist. The rights and obligations of the merged companies shall be
carried over to the merging company, after the merged companies registration is cancelled
in accordance with the following procedures :
o The issuance of a decision by the merged company stating its merger with the
merging company .
o Evaluation of the merger Company net assets and liabilities in accordance with the
evaluation provisions stipulated in this Law and the regulations and instructions issued in
pursuance .
The merging Company issuance of a dec ision to increase its capital by an amount not less
than the evaluation value .
o The partners and shareholders of a merger company shall bear the increase in the
merging Company capital in proportion to their interest or shares therein .
If th e merging company is a Public Shareholding Company and the period stipulated in the
Securities Law has passed since its founding, then these shares can be negotiated upon
their issuance .
o Completion of the approval, registration and publicati on procedures stipulated in this
Law .
2 . Through the merger of two companies or more to form a new company which will
be the result of that merger; the companies that have merged in the new company and the
corporate identity of each of them sh all no longer exists .
3 . Through the merger of the branches and agencies of foreign companies operating in
the Kingdom, with an existing or new Jordanian company established for this purpose; the
said branches and agencies shall expire and the corporate entity of each of them shall no
longer exist .
b) A company may own another company in accordance with the provisions of this Law by
observing the following procedures :
• A decision is issued by the extraordinary General Assembly of the company wishing
to purchase, approving the ownership of another Company shareholders‟ shares .

• A decision is issued by the extraordinary General Assembly of the company wishing
to sell, approving the selling of its shareholders‟ shares to another company .
• Completion of the stipulated approval, registration and publication procedures to
transform the shares of the shareholders of the company that decided to sell to the
purchasing company .
• This ownership shall not be recognized until its registration and authentication are
completed in accordance with the provisions of this Law and the Securities Law .
• The purchasing company shall p ay the shares‟ value that is agreed upon to the
selling company. This will be deposited in a special account in order to be distributed among
shareholders registered with it on the date of the General Assembly issuing the decision to
sell their shares .
• The company whose shares become owned by new shareholders shall invite the
General Assembly in accordance with the provisions of this Law to realize the necessary
amendments to its Articles and Memorandum of Association and to elect a new Boa rd of
Directors .

Article (223): Merging of Two Companies of the Same Kind, and Companies Permitted to
Merge into a Public Shareholding Company * ■
Should two companies or more of the same kind merge with an existing company or form a
new company then the merging company or the company resulting from that merger shall
also be of that kind. However, a Limited Liability Company or a Limited Partnership in
Shares or a Private Shareholding Company may merge with an existing Public Shareholding
Company or form a new Public Shareholding Company .

Article (224): Exemption of Merging and Merger Companies from Taxes and Fees ■
The merger company, along with its shareholders or partners therein, and the merging
company or the company resulting from the merger, along with its shareholders or partners
therein, shall be exempted from all taxes and fees, including the title transfer fees, due to
the merger or as a result thereof .

Article (225): Statements and Documents Accompanying the Merger Application
The application for merger shall be submitted to the Controller together with the following
statements and documents :

a) The decision of the extraordinary General Assembly of each company wishing to merge,
or the decision of all partners, as the case may be, approving the merger pursuant to the
terms and statements specified in the merger agreement including the date set for the final
merger .

b) The merger agreement concluded between the companies wishing to merge duly signed
by the authorized signatories on behalf of their companies .

c) The financial position statement of each company wishing to merge, whose date shall be
closest to the date of the General Assembly decision of each company, or the decision of
partners approving the merger. It shall be authenticated by the Company auditors .

d) The financial statements of the last two fiscal years of the companies wishing to merge,
authenticated by the auditors .

e) A preliminary evaluation of the assets and liabilities of the companies wishing to merge,
at the actu al or market value .

f) Any other statements provided for by legislation in force, or deemed necessary by the
Controller ■.

Article (226): Suspending the Trading of Shares of the Company Wishing to Merge Until the
Completion of the Merger Procedures ▪
The Board of Directors of each company of those wishing to merge shall notify the
Controller, the Commission, the Market, and the Depository Center within ten days of the
date of issuing the merger decision. The trading of their shares shall be suspended as o f the
date of notification of the decision. Trading in the shares of the company resulting from the
merger shall resume after the completion of the merger procedures and its registration.
Should the companies reverse the merger their shares‟ trading shall resume .

Article (227): Controller Recommendation to the Minister if the Merger Pertains to or
Produces a Public Shareholding Company
The Controller shall examine the application for merger and submit his recommendations to
the Minister, if the merger per tains to a Public Shareholding Company, or a Public
Shareholding Company will result from such merger, within thirty days from the date of
submitting the application .

Article (228): Duties of the Committee to Evaluate the Assets of Companies Wishing to
Merge
Should the Minister approve the application for merger, he shall form an (Evaluation
Committee), whose membership should include the Controller or his representative, the
auditors of the companies wishing to merge, a representative of each company and suitable
number of specialized and experienced persons. The Committee shall undertake to evaluate
all the assets of the companies wishing to merge along with their liabilities, in order to
substantiate the net equity of the shareholders or partners, as th e case may be, at the date
fixed for the merger. The Committee shall submit its report to the Minister along with the
opening balance sheet for the company resulting from the merger, within a period not
exceeding ninety days from the date of referring the issue thereto. The Minister may extend
this period for another similar period should circumstances necessitate that. The wages and
remuneration of the Committee shall be determined by a decision adopted by the Minister,
and they shall be equally borne by t he companies wishing to merge .

Article (229): Companies that have Decided to Merge shall Prepare Separate Accounts as of
the Date of the Merger Decision and Until its Approval ■
Companies which have decided to merge must prepare separate accounts of their
operations under the supervision of their auditors as of the date of the Company General
Assembly issuing the decision approving the merger, and until the date of the issuance of
the Company General Assembly decision approving the final merger. The result s of the
operations of these companies, during the said period, shall be presented to the General
Assembly referred to in Article (232) of this Law, or to their partners, as the case may be,
by means of an authenticated report by its auditors for approval .

Article (230): Executive Procedures of a Merger
The Minister shall form an executive committee from the chairmen and members of the
Boards of Directors of the companies wishing to merge, or from their managers, as the case
may be, and the companies‟ aud itors, in order to realize the executive procedures for the
merger and in particular the following :

a) Determining the shares of the shareholders, or the partners‟ interests in the merged
companies based on the evaluation made by the (Evaluation Committe e) stipulated in
Article (228) of this Law .

b) Amending the Articles and Memorandum of Association of the merging company if same
is an existing company, or preparing the Memorandum and Articles of Association for the
new company emerging from the merger .

c) Inviting the shareholders‟ extraordinary General Assembly of each of the companies
entering the merger in order to approve the following, provided that decisions are taken
with a majority of 75% of the shares represented for each company separately ■:
• The Articles and Memorandum of Association of the new company, or the amended
Articles and Memorandum of Association of the merging company .
• The results of the re -evaluation of the assets and liabilities of the companies, and
the opening balance sheet for the new company resulting from the merger .
• The final approval on the merger .
d) The executive committee referred to herein, shall furnish the Controller with the minutes
of the meeting of the General Ass embly of each company within seven days from the date
of the meeting ▪.

Article (231): Registration of the Merging Company and Cancellation of the Merger
Company and Publication of Same
a) The approval, registration, and publication procedures stipulated in pursuance of this Law
should be followed for the registration of the merging company, or the company resulting
from the merger, and the cancellation of the registration of the merger companies .

b) The Controller shall announce in the Official Gazette, and in two local daily newspapers
for two consecutive times, at the expense of the company, a summary of the merger
agreement, and the results of the re -evaluation along with the opening balance sheet of the
merging company or for the company resulting fr om the merger .

Article (232): The Continued existence of the Boards of Directors of Companies that Request
Merging Until the Merging Company is Registered ■
The Boards of Directors of the companies which decided to merge shall continue to exist
until the completion of the registration of the merging company, or the company resulting
from the merger, and the approval of the separate accounts, upon which the executive
committee referred to in Article (230) shall take over the mana gement of the company for a
period not exceeding thirty days, during which it shall invite the General Assembly of the
merging company or of the company resulting from the merger to elect a new Board of
Directors. This should be realized after distributing the shares resulting from the merger.
The General Assembly shall also elect the Company auditors

Article (233): Issuance of Merger Procedures and Objection Settlement Instructions
The Minister shall issue instructions for the merger procedures, and shal l settle the
objections submitted thereon .

Article (234): Objection to the Merge by Corporate Bond Holders and the Merger and
Merging Companies‟ Creditors
a) Corporate bonds holders and the creditors of the merging companies or the merged
companies, and any concerned shareholders or partners may object to the Minister within
thirty days of the date of the announcement in the local newspapers in accordance with the
provisions of Article (231), provided that same states the subject of the objection, the

rea sons on which the objection is based and the damages which same claim that the merger
inflicted on them ▪.

b) The Minister shall refer the objections to the Controller to settle them. If the Controller
fails to do so for whatever reason within the period of thirty days from the date of referring
the objections thereto, the objecting entity shall have the right to contest the merger before
the Court. These objections or cases raised before the Court shall not suspend the decision
to merge .

Article (235): The Period and Contest Reasons of a Merger Contradicting the Law and Public
Order
If the merger did not observe any of the provisions of this Law, or should the merger
contradict public order, then any party with interest may file a case before the Court
contesting the merger, provided that this takes place within sixty days from the date of
announcing the final merger, and provided that the plaintiff indicates the reasons on which
he based his case and especially the following :

a) Should it become eviden t that there are deficiencies which abrogate the merger
agreement or should there be an essential and clear discrepancy in the evaluation of the
shareholder‟s equity .

b) Should the merger involve an arbitrary use of rights, or should it aim to achieve a direct
personal interest to the Boards of Directors of any of the merging Companies, or to the
majority of shareholders in one of the Companies at the expense of the rights of the
minority .

c) Should the merger rest upon deceit or fraud, or should the me rger cause harm to the
creditors .

d) Should the merger lead to a monopoly, or was preceded by a monopoly, and it becomes
evident that the merger inflicts harm to the public economic interest .

Article (236): Contesting a Merger does not Halt its Procedures ■
Contesting the legality of the merger shall not suspend the continuation thereof until the
issuance of a final judicial decision deeming the merger invalid. The Court may, when
considering th e claim of invalidity of the merger, determine, as its sole discretion, a certain
period to take the necessary procedures to correct the causes that led to contesting the
invalidity, and it may dismiss the claim for invalidity should the concerned party ad just the
positions prior to the Court issuing the judgment .

Article (237): Responsibility of the Chairman, Board of Directors‟ Members, General
Manager and Merged or Merging Companies‟ Auditors for any Claims Preceding the Merger‟s
Date
The chairman, the members of the Board of Directors, the general manager and the
auditors, of each of the merged or merging companies, shall be considered personally
responsible towards third parties for any claims, commitments or claims that may be raised
against the comp any, and that were not registered, or were not declared prior to the final
merger. The Court may acquit same from this responsibility should it become certain that
such persons were not responsible for those commitments and claims or were not aware
thereof .

Article (238): The Merging Company is the legal Successor of the Merged Companies

All the rights and obligations of merged companies shall by operation of law be transferred
to the merging company or the company resulting from the merger, after the completion of
merging procedures and registering the company in pursuance to the provisions of this Law.
The merging company or the one resulting from the merger shall be considered a legal
successor to the merged companies and shall legally replace them in all their rights and
obligations .

Article (239): Right of Merging Company to Claim from Merger Companies Obligations it
Settled on their Behalf
Should liabilities or claims appear after the final merger on one of the merged compan ies,
and should they have been hidden by some authorized persons or employees in the
company, then these liabilities or claims shall be paid to the creditors by the merging
company or by the company resulting from the merger who shall both have the right t o
claim what they paid from those authorized persons or employees who shall also be subject
to the penalties for that act by the laws in force .
Article (240): Definition of an Operating Foreign Company, its Form, and Conditions for
Operating in Jordan ■
a) For the purpose of this Law, an Operating Foreign Company means a Company or an
entity which is registered outside the Kingdom, whose headquarters is in another country
and whose nationality is considered non -Jordanian. In terms of its nature it shall be d ivided
into two types :
• Companies operating for limited period, which are awarded tenders in order for
them to realize their work in the Kingdom for a limited period. The registration thereof shall
cease upon the completion of such work unle ss the said Company obtains new contracts, in
which case its registration shall extend to cover the execution of such work. Its registration
shall be cancelled after completion of all its work in the Kingdom and after its rights and
obligations are settled .
• Companies operating permanently in the Kingdom under license by the competent
official authorities .
b) No foreign company or entity may exercise any commercial business in the Kingdom
unless it is registered in accordance with the provi sions of this Law after obtaining a permit
to operate pursuant to the applicable Laws and regulations .

Article (241): Registration of a Foreign Company and Documents that should be Submitted
to the Controller
a) The registration application for the Forei gn Company or entity shall be submitted to the
Controller accompanied by the following data and documents, translated into Arabic,
provided that the Arabic translation is certified by a Notary Public in the Kingdom .
• A copy of the Articles a nd Memorandum of Association, or any other document
related to its foundation, and showing the method of its foundation .
The written official documents which certify that such Company has obtained the approval
of the concerned authority in the Kingdom for the carrying out the work, and investing the
foreign capitals therein in accordance with the legislations in force .
• A list of the names of the members of the Board of Directors of the Company, or the
management committee or the partners, 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 Foreign Company authoriz es
a resident of 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 headquarters certified
by a licensed auditor .
• Any other data or info rmation whose submittal the Controller deems necessary .

b) The application for registration must be signed by the person authorized to register the
Company before the Controller or the person authorized by him in writing or the Notary
Public. The applicat ion must incorporate the fundamental information about the Company,
especially the following :
• The name of the Company, its form and capital .
• The objectives of the Company which it will realize in the Kingdom .
• Detailed information about the founders, partners or the Board of Directors and the
share of each of them .
• Any other data or information whose submittal is deemed necessary by the
Controller .

Article (242): Controller‟s Power to Accept or Reject the Registration and His Notification of
any Change that may Occur to it
a) The Controller may accept or reject the registration of the Foreign Company or entity. In
the event of the approval of registr ation, the legal registration procedures of the Company
or entity in the Foreign Companies Register shall be completed, and shall be published in
the Official Gazette upon collecting the legal fees .

b) The procedures stipulated in paragraph (a) of this A rticle shall be applicable to any
change that may occur to the Company statements which were submitted during the
registration procedures. The Company should submit the changes to the concerned
authority within thirty days .

c) The branch of the Foreign Company operating in the Kingdom, must announce in its
official documents and correspondence the name of the foreign mother company, its
nationality, its legal structure, address and capital in its country, and in the Kingdom, in
addition to its branch registration number with the Controller .

Article (243): Registered Foreign Company Duties
a) The Foreign Company or entity registered pursuant to the provisions of this Law shall
undertake the following :
• To submit t o the 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 p rofit 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 Controller .
• The Minister may exclude any Company from implementing the provisions of
clauses (1) and (2) upon the recommendation of the Companies Controller .
b) The Controller or his representative may inspect the Company books and documents and
the Company should make such books and documents available at his disposal .

Article (244): Duties of a Foreign Company Requesting Cancellation and Provisions
Applicable to it
a) The Foreign Company or entity shall notify the Controller in writing of the date it expects
its operations to end in the Kingdom or the date specified f or the termination thereof, at
least thirty days prior to such date. The Foreign Company shall prove to the Controller that
it has already settled all its obligations resulting from its operations in the Kingdom prior to
obtaining the approval for cancelin g its registration .

b) The general liquidation provisions stipulated in this Law, shall apply to branches of
Foreign Companies Operating in the Kingdom, and whose management head office is
located abroad .
Article (245): Definition of a Non -Operating Fore ign 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 c onducts 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
comm ercial 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 oth ers .

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 office s, 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 :
• The registration certificate of th e Company at its headquarters .
• The Company Articles and Memorandum of Association, which indicate its
objectives, capital and type .
• The power of attorney by which a resident in the Kingdom is authorized to carry out
the Company activities and register it for the purposes of this Law .
• Financial statement for the Company last two fiscal years in its headquarters‟
country certified by a licensed auditor. The Minister may, upon a justified recom mendation
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 applic ation
includes fundamental information about the Company, especially the following :
• Name of the Foreign Company, its headquarters, date of its registration and its
objectives .
• Form of the Company, its nationality and address in the country of its registration .
• 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 D irectors .
• 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 r eject 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 oc curring 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 cu stoms 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 employees .

Article (250): Right of a Non -Operating Foreign Company to Open a Non -Resident Account
in Commerc ial 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 b ank .

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, sha ll 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 .
Article (252): Voluntary an d Compulsory Liquidation
a) A Public Shareholding Company shall be liquidated either voluntarily, by virtue of a
decision adopted by its extraordinary General Assembly, or compulsory by virtue of a
binding Court decision. The Company shall not be dissolved until completing the liquidation
procedures in accordance with the provisions of this Law .

b) Liquidation procedures, their regulation, and implementation, and the reports that shall
be submitted to the liquidator will be specified in accordance with a special regulation issued
for this purpose ■.

Article (253): The Liquidation Decision shall require the Appointment of a Liquidator
Should a decision be issued for liquidating a Public Shareholding Company and a liquidator
was appointed, then the liquidat or shall supervise the ordinary operations of the Company
and safeguard its properties and assets .

Article (254): A Company whose Liquidation has been Decided and has a Liquidator
Appointed shall Suspend its Operations and Add the phrase „Under Liquidati on‟ to its Name
a) The Company under liquidation shall suspend its operations as of the date of the General
Assembly decision, in the event of voluntary liquidation, or as of the date of the Court order
in the event of mandatory liquidation. The corporate identity of the Company shall continue
to exist, and shall be represented by the liquidator, until its dissolution after finalizing its
liquidation .

b) The entity that decides to liquidate the Company shall provide the Controller the
Commission, Market, and Depository Center with a copy of its decision within three days
from its issuance. The Controller shall publish same in the Official Gazette and in at least
two local daily newspapers within a period not exceeding seven days from the date of his
notifi cation of the decision ■.

c) The liquidator must add the phrase (Under Liquidation) to the name of the Company on
all its stationery and correspondence .

Article (255): Actions Prohibited from being carried out by companies under Liquidation, and
methods for seizure, and the Duties of the Execution Officer, and methods for Selling its
Assets
a) The following actions shall be considered null and void :
• Any disposal of the properties and rights of a Public Shareholding Company under
liquidati on, and any trading of its shares and transfer of ownership .
• Any change or modification of the obligations of the chairman and members of the
Board of Directors of the Company under liquidation, or of the obligations of others towards
the Company .
• Any impounding of the properties and assets of the Company, and any other
disposition or execution made on such property or assets, after the issuance of the
Company liquidation decision .
• All mortgage contracts or insurance policies on the Company properties and assets,
and contracts and other procedures that give rise to obligations or preference on the
companies properties and assets, should these be affected during the three months
preceding the issuing of the Company liquidation decision, unless it is proved that the
Company is capable of settling all its debts after finalizing the liquidation. The nullification
shall not be applicable except to the amount which exceeds the amounts paid to t he

Company, as per those contracts, when concluded or thereafter, in addition to the lawful
interest thereon .
Any transfer of the property and assets of the Company under liquidation or any assignment
thereof, or disposition of same in a fraudulent manner to give preference to some creditors
of the Company over others .
b) A judgment creditor of the Company loses his right to the properties and assets of the
Company which he has attached, and in any other actions taken in that regard, unless the
attachment or the action was executed prior to the commencement of Company liquidation
procedures .

c) Should the Execution Officer be notified of the Public Shareholding Company liquidation
decision, prior to the sale of its attached properties or assets, or prior to finalizing the
transaction of execution thereon, he shall be obliged to hand over those properties and
assets to the liquidator including what was received from the Company. The execution fees
and expenses shall be conside red a privileged debt on those properties and assets .

d) The Court shall permit the liquidator to sell the assets of a Public Shareholding Company
under liquidation, whether the liquidation is voluntary or mandatory, if the Court is satisfied
that the Co mpany interest necessitates that .

Article (256): Deduction of the Liquidation Expenses and Settling its Debts
The liquidator shall settle the Company debts in accordance with the following order, after
deducting liquidation expenses, including the remune ration of the liquidator, and any
violation of this order shall be considered null and void :

a) Amounts due to the Company employees .

b) Amounts due to the Public Treasury and the municipalities .

c) Rents due to the owner of any real estate leased to the Company .

d) Other amounts due in accordance with the order of their priority in accordance with the
Laws in force .

Article (257): Responsibility of the Chairman, Board of Directors‟ Members and General
Manager over the monies of the Company under Liquidation, and Application of the
Commercial Code Provisions Dealing with Bankruptcy on same
a) Should any founder of a Public Shareholding Company, or chairman or a member of its
Board of Directors, or any manager or employee thereof, abuse the use of t he properties of
a Company under liquidation, or retain that property or becomes committed for its
repayment or responsible for it, then he shall be obliged to return it to the Company with
the legal interest, and shall also be liable to compensate any dam age caused to the
Company or third parties, in addition to bearing the criminal liability imposed on him in
pursuance to the legislations in force .

b) Should it appear during the liquidation that some of the Company operations were
accomplished with the intention of defrauding its creditors, then the current chairman and
members of the Board of Directors and the chairman and members of any previous Board of
Directors of the Company who took part in those operations shall be considered personally
liable fo r the Company debts and liabilities or for any of them as the case may be .

c) The provisions of Part Two of the Commercial Code relating to bankruptcy shall apply to
companies, individuals, members of the Board of Directors or the like, who are mentioned in
this Law .

Article (258): Liquidation Period and Depositing of the Money by the Liquidator at a Bank
Specified by the Controller
a) Should the liquidation not be finalized during one year of the commencement of its
procedures, the liquidator shall sen d the Controller a statement illustrating the details of the
liquidation and the stage it has reached. Under all circumstances, the liquidation period shall
not exceed three years except in exceptional cases that shall be considered by the
Controller in th e event of voluntary liquidation and by the Court in event of mandatory
liquidation .

b) Every creditor and debtor of the Company shall have access to the statement stipulated
in paragraph (a) of this Article, and if it appears from the statement that the liquidator is
still holding any amount of the Company properties that has not been claimed by any one,
or has not been distributed after the lapse of six months from the date of receiving it, the
liquidator shall immedia tely credit that amount to the Company account opened with the
bank appointed by the Controller .
Article (259): Voluntary Liquidation of a Public Shareholding Company
A Public Shareholding Company shall be voluntarily liquidated in any of the following
circumstances :

a) Upon the expiry of the specified period of the Company unless the General Assembly
issues a decision to extend the period .

b) Upon fulfillment or disappearance of the objectives for which the Company was
established, or due to the impos sibility of achieving these objectives or their disappearance .

c) Upon the General Assembly issuing a decision to dissolve or liquidate the Company .

d) In other circumstances stipulated in the Company Memorandum of Association .

Article (260): Appointment of a Liquidator and Commencement of the Liquidation
Procedures
a) Upon its issuance of a liquidation decision, a Public Shareholding Company General
Assembly shall appoint a liquidator or more. If it fails to do so the Controller shall appoint a
liquidator and decide on his remuneration .

b) The Company liquidation procedures shall commence as of the General Assembly issuing
a decision to that effect, or as of the date of the liquidator‟s appointment if he was
appointed after the issuance of the liquidation decision .

Article (261): Procedures Taken by the Liquidator to Settle the Company‟s Rights and
Obligations and to Liquidate its Assets
The liquidator shall settle the Public Shareholding Company rights and obligations and
liq uidate its assets in accordance with the following procedures :

a) The liquidator shall exercise the powers conferred upon him by the Law for carrying out
the Company compulsory liquidation .

b) The liquidator shall organize a list of the names of the Co mpany debtors, and submit a
report on the transactions and procedures he carried out to claim the payment of the debts
due to the company by its debtors. This list shall be considered a primary evidence of the
persons whose names appear in the list as debt ors of the company .

c) The liquidator shall pay the Company debts and shall settle its rights and obligations .

d) Should more than one liquidator be appointed, their decisions shall be adopted pursuant
to what is stipulated in their appointment decisio n, and should there be no stipulation in this
regard then their decisions shall be taken unanimously or by absolute majority, and the
Court shall have the final decision in the event of any disagreements arising among them .

Article (262): Binding of the Agreement between the Liquidator and the Company Creditors
and Contesting Same
a) Every agreement concluded between the liquidator and creditors of a Public Shareholding
Company shall be considered binding over the Company, should the Company General
Assembly approve that agreement. It shall also be binding to the creditors, should it be
accepted by a number of them whose total debts amount to three quarters of the debts due
by the Company. Creditors whose debts are guaranteed by a mortgage or preference or a
security, shall not be allowed to participate in voting for the said decision. The said
agreement concluded pursuant to this paragraph shall be published in two daily newspapers
within a period not exceeding seve n days from the date of conclusion .

b) Any creditor or debtor may contest the agreement stated in paragraph (a) of this Article
before the Court within fifteen days of the date of the announcement .

Article (263): Settling Issues Arising from Voluntary Liquidation Procedures in accordance
with Compulsory Liquidation Provisions
The liquidator and any debtor or creditor of a Public Shareholding Company, and any other
person with interest, may apply to the Court to adjudicate any issue that arises in volunt ary
liquidation procedures, in accordance with the manner by which issues arising in mandatory
liquidation procedures are adjudicated pursuant to the provisions of this Law .

Article (264): Liquidator‟s Right to Invite the Company General Assembly to Obta in its
Approval on any Issue he Deems Necessary, and his Right to Invite the Creditors to Show
same the Debt of Each ■
a) The liquidator may, in the course of carrying out the process of voluntary liquidation,
invite the Company General Assembly to a meetin g to obtain is approval of any issue he
deems necessary, including reversing its liquidation. The Controller may also invite the
General Assembly pursuant to a request submitted to him by shareholders or partners who
own more than 25% of the Company subscr ibed capital, for the purpose of discussing the
liquidation procedures or dismissing the liquidator and electing another .

b/1) The liquidator shall publish in a prominent place in at least two local daily newspapers
and within thirty days of the date of issuing the liquidation decision an announcement
notifying the creditors of the necessity of submitting their claims towards the Company
whether they are due or not within two months if they are residents of the Kingdom and
within three months if they resi de abroad .

b/2) This announcement shall be republished in the same manner upon the lapse of
fourteen days as of the first announcement‟s publication. The period for submitting the
claims is calculated as of the date of the first announcement‟s publicatio n.

b/3) If the liquidator or competent Court is convinced of the existence of a legitimate
excuse for the creditor not being able to submit his claim within the period specified in
clause (1) of this Article then the period shall be extended for another three months at
most .

c) Notwithstanding the provision of paragraph (b) of this Article, should the creditor fail in
submitting his claim within the specified period then he may submit his claim at any later
stage, provided that his claim in this case fa ll in the rank following that of the creditors‟
claims submitted within the period specified in this Article .

Article (265): Transforming Voluntary Liquidation into Compulsory Liquidation
The Court may, upon an application submitted thereto by the liquidator, the Attorney
General, the Controller or any person with interest, decide to convert the voluntary
liquidation of a Public Shareholding Company into compulsory liquidation, or to continue t he
voluntary liquidation, provided that the liquidation is carried out under its supervision and
pursuant to the terms and limitations determined thereby .
Article (266): Cases for Submitting a Liquidation Request and Halting Liquidation
a) An application for mandatory liquidation shall be submitted to the Court by a pleading
from the Attorney General, Controller or any person authorized by him in any of the
following circumstances :
• Should the Company commit serious violations of the Law or of its Memorandum of
Association .
• Should the Company fail to fulfill its commitments .
• Should the Company suspend its operations for one year without a legitimate or
justified cause .
• Should the losses of th e company exceed 75% of its subscribed capital, unless its
General Assembly issues a decision to increase its capital .
b) The Minister may request from the Controller or Attorney General to halt the liquidation
procedures of the Company, if it reconciles its position before the issuance of its liquidation
decision .

Article (267): Commencement of Liquidation, Liquidator‟s Appointment and Suspension of
Cases Filed Against the Company
a) The Court shall be deemed to have commenced the liquidation of the Company as of the
date of submitting the liquidation pleading thereof. The Court may adjourn the hearing,
dismiss the claim or order the liquidation, along with the payment of the costs and expenses
by the person responsible for the cause of liquidation .

b) The Court may, upon considering the Company liquidation and prior to the issuing the
liquidation decision, appoint a liquidator. It shall also determine his powers and obligate him
to submit a guarantee to the Court. The Court may also appoint more tha n one liquidator,
and it may dismiss or replace them, and it shall notify the Controller of these instructions .

c) The Court may, upon the recommendation of the person requesting the liquidation,
suspend the progress in any case that was filed or the pro cedures that were realized against
the company whose liquidation is requested before the Courts, provided that the hearing of
any new case or judicial procedures is prohibited if same were filed against the company or
realized against its after the liquida tion case is filed .

d) The issuance of the compulsory liquidation decision will result in the following ■:

• Suspension of any authorization or signatory power issued by any entity in the
Company. The granting of any authorization or signat ory power required by liquidation
procedures is limited to the liquidator .
• Suspension of the calculation of any interest due to the company debts unless the
interest of these debts is secured with proper mortgages or securities .
• Suspension of the calculation of the passing of the preclusive time for hearing a
case dealing with any rights or due or valid claims to the Company for a period of six
months as of the date of issuing the liquidation decision .
• Susp ension of proceeding with any case and judicial procedures instigated by the
Company or against it for a three -month period, unless the liquidator decides to proceed
with same before the end of that period, in accordance with the provisions of paragraph (c )
of this Article .
• Suspension of proceeding with any procedural or executory transactions against the
Company, unless it was pursuant to the request of a mortgagee and related to the
mortgaged property itself. In this case these transactio ns shall be halted or their acceptance
shall be denied for a three -month period as of the date of the issuance of the liquidation
decision .
• Abatement of the periods agreed upon with the Company debtors to settle their
obligations .

Articl e (268): Presenting the Liquidator with the Company Property and Assets
a) The Court may, upon the request of the liquidator, issue an order authorizing him to take
possession of all the properties and assets of a Public Shareholding Company, and deliver i t
to the liquidator. The Court may, after issuing its Company liquidation decision order any
debtor, agent thereof, bank, representative or employee, to pay, deliver, transfer to the
liquidator immediately all such properties, registers, records and corres pondence in his
possession belonging to the Company .

b) The Court decision issued against any debtor shall be deemed conclusive evidence that
the amount for which the decision has been issued for the payment thereof is due to the
company. The said debtor shall reserve the right to file an appeal against such order .

Article (269): Procedures taken by the Liquidator to Liquidate the Company
a) The liquidator may carry out all the decisions and procedur es which he deems necessary
in order to complete the liquidation actions, including ■:
• Managing the Company operations to the extent necessary for the liquidation
procedures, including the execution of contracts concluded before the liquidat ion .
Inventory of the Company sources and assets, and compiling its debts .
• Appointing any of the experts and persons to assist him in completing the
liquidation procedures or appointing special committees and authorizing them with any of
the duties and powers entrusted to him under his supervision .
• Submitting any case or commencing any legal proceedings in the name of the
Company or on its behalf, in order to collect its debts and preserve its rights, including the
appoint ment of an attorney to represent the Company in any of these cases and procedures .
Entering in all cases and judicial proceedings related to the Company properties and
interests .
b) Any creditor or debtor may refer to the Court in relation to the manner by which the
liquidator is exercising the powers indicated in the preceding paragraph, and the Court‟s
decision on this matter shall be conclusive .

Article (270): Duties and Obligations of the Liquidator and the Right of Contesting his
Decisions

a) The liquidator of a Public Shareholding Company undertakes to comply with the following
issues :
• To deposit the monies he has received on behalf of the Company in the Bank
designated by the Court for this purpose .
• To prov ide the Court and the Controller at the set times, with a statement of
account duly audited by the liquidation auditor, indicating his receipts and payments. This
account shall not be considered final until certified by the Court .
• To keep registers and accounting books properly organized in accordance with
generally accepted practices for liquidation procedures. Any Company creditor or debtor
may inspect such books and records upon obtaining the Court‟s approval .
• To summon the creditors or debtors to general meetings to ascertain their claims
and listen to their suggestions .
• To comply with the Court‟s orders and decisions related to the creditors and debtors
while supervising the properties and assets of the Company and distributing them to its
creditors .
b) Any person aggrieved by the liquidator‟s acts, procedures or decisions may contest them
at Court, which may uphold, annul or amend such actions, procedures or decisions, and its
judgment shall be final .

Article (271): Appealing the Court‟s Decision during Liquidation
The order of the Court for liquidating a Public Shareholding Company, or any order that it
may issue during the liquidation procedure may be appealed to the Court of Appeal. This
should be done in accordance with the rules and conditions for appeal stipulated in the Civil
Procedures Law in force, provided that no violation be made to the provisions of this Law
concerning the final orders of the Court .

Article (272): Termination of the Comp any after the Issuance of a decision to dissolve it ■
a) After completing the liquidation of a Public Shareholding Company, the Court shall issue a
decision to dissolve the Company. The Company shall be deemed dissolved as of the date of
such a decision. Th e liquidator shall notify the Controller of this decision who shall publish it
in the Official Gazette, and in at least two local daily newspapers at the expense of the
liquidator. Should the liquidator fail to execute this procedure within fourteen days o f the
date of issuing the decision he shall be fined ten Dinars for each day of negligence .

b) If the existence of movable and immovable assets or Company rights becomes evident
after its dissolution and the cancellation of its registration the Controlle r may refer this
matter to the Court in order to appoint a legal liquidator or to entrust the previous liquidator
for the purposes of dealing with these assets, or to collect and settle these rights in
accordance to the liquidation provisions stipulated in this Law .
Article (273): Minister and Controller‟s Right to Take the Necessary Procedures to Supervise
the Companies
All shareholders must abide by the provisions of this Law and observe their articles and
memoranda of association and prospectus bulletin, and shall implement the decisions taken
by their General Assemblies. The Minister and the Controller may take any procedures
which they deem appropriate to supervise the Companies in order to ensure that they
comply with those provisions, articles and mem oranda of association and decisions. The
supervision shall include the following in particular :

a) Examining the accounts and records of the Company .

b) Ensuring that the company abides by the objectives for which it was established .

Article (274): Right to Examine the Company Documents
a) Each shareholder and each partner in the companies registered pursuant to the
provisions of this Law shall have the right to examine the published information and
documents related to the company whi ch are kept with the Controller and to obtain a
certified copy thereof upon the Controller‟s approval. Same shall also have the right to
obtain, through a Court order, a certified copy of any unpublished statement against the
fees stipulated in the regulat ions issued pursuant to the provisions of this Law .

b) Each person shall have the right to examine the information related to a registered
company. However examining the Company record which is kept with the Controller and
obtaining a certified copy of a ny document therein shall not be realized without the approval
of the competent Court and under the supervision of the Controller against the stipulated
fee ■.

Article (275): Right of the Shareholders‟ to Request the Controller to Audit the Company
Operat ions after Submitting a Guarantee to Cover the Auditing Expenses ■
a) Shareholders holding not less than 15% of the capital of a Public Shareholding Company,
a Private Shareholding Company, a Limited Partnership in Shares, or of a Limited Liability
Company, or at least one -fourth of the members of the Board of Directors or Management
Committees of any of them, as the case may be, may request the Controller to audit the
Company operations and books. Should the Controller be convinced of the justifications of
this request, he shall delegate one or more expert for this purpose. Should the auditing
uncover any violation that necessitates investigation, the Minister may refer the issue to an
investigation committee from the Directorate‟s employees to verify the vi olation and to
study the report prepared by the expert. In this respect, the committee may look into
papers and documents it deems necessary or audit anew some issues whose auditing it
deems necessary. The committee also has the right to recommend to the C ontroller to
direct the Company to apply the recommendations issued by it or to refer the issue to the
competent Court, as the case may be .

b/1) Persons requesting auditing of Company operations should submit a bank guarantee in
favor of the Ministry in the amount determined by the Controller to cover the auditing
expenses should it be evident in the result thereof that the parties requesting auditing were
not entitled to their request .

b/2) If persons requesting in spection are entitled to such a request the Company shall bear
the auditing expenses. The decision of the Controller to specify the remuneration of the
auditing committees in this case can be executed by the Procedural Departments. The
Company is entitled to recover what it paid in auditing expenses and the value of the
damage from the person who has been proven to have committed the violation shown in
the committee‟s report .

Article (276): Minister‟s Right to Audit a Public Shareholding Company Accounts with the
Exception of Banks and Insurance Companies ■
a) The Minister, upon the recommendation of the Controller, may assign the employees of
the Directorate or any special committee he forms, to audit the accounts and operations of
the Public Shareholding Company. And they may when carrying out this task, inspect the
Company registers, books and documents and to audit them at the Company headquarters.
They are also entitled to direct any inquiries to the Company employees and auditors. If the
Company refrai ns from responding, then it shall be considered a violator of the provisions of
this Law .

b) Banks and insurance companies are exempted from the provisions of this Article .

Article (277): Cancellation of Public and Private Shareholding Companies, Limit ed
Partnership in Shares and Limited Liability Companies if they do not Commence their
Operations within a Year from their Registration and their Right to Contest the Cancellation
Decision ▪
a) If any Public Shareholding Company, or Private Shareholding Com pany, or Limited
Partnership in Shares, or Limited Liability Company fails to commence its operations within
a year of the date of its registration, or suspends its operations for a period not less than a
year without a legitimate reason. And it was proven after its notification in writing and
announcement by the Controller in a local daily newspaper, for one time, of the suspension
of its operation or non -submittal of any documents proving its operations and rectification of
its status within thirty days o f the Publication of the announcement. Then the Minister may,
upon the recommendation of the Controller, cancel the registration thereof, and announce
this cancellation in the Official Gazette and two local daily newspapers once. The
responsibility of the founders or partners towards others remains existent as if the
cancellation of the Company registration did not occur. This action shall not affect the power
of the Court to liquidate the Company whose name has been cancelled from the register .

b) Any pe rson may contest the cancellation decision at the competent Court within three
months from the date of publication of the notice in the Official Gazette. If the Court is
convinced that the Company was carrying on its operations or had corrected its status in
accordance with the provisions of this Law within the period referred to in paragraph (a) of
this Article, then it shall issue a decision to restore its registration. The Company shall be
considered as if it was not cancelled, and its existence remains in continuity, after the
application of the fine provided for in pursuance to the provisions of this Law and the
payment of the due fees and expenses. The Court shall send a copy of the decision to the
Controller to enforce it, and publish an extract there of in the Official Gazette and at least
one local daily newspaper at the Company expense .
Article (278): Acts of Persons that are Penalized with Imprisonment of One to Three Years
and a Fine of One to Ten Thousand Dinars
a) Any person who commits any of t he following acts shall be liable to be penalized by
imprisonment from one to three years, and by a fine not less than one thousand Dinars and
not more than ten thousand Dinars :
• Issuing shares, share certificates, or delivering them to thei r owners, or offering
them for negotiation, prior to the approval of the Company Memorandum of Association,
and the approval of the founding of the company, or permitting the company to increase its
authorized capital before announcing that in the Official Gazette .
• Making fictitious subscriptions for shares, or accepting subscriptions therefore in an
illusory or unreal manner for non -existent or unreal Companies .
• Issuing corporate bonds and offering them for negotiation pri or to its maturity, in a
manner which violates the provisions of this Law .
• Preparing the balance sheet of any company and its profit and loss account in a
manner which does not reflect reality, or incorporating in the report of the Company Board
of Directors or in the its auditors‟ report incorrect statements, and conveying to its General
Assembly incorrect information, or concealing information and clarifications, which should
be clearly declared by the force of Law, with the intention of concealing the real status of
the Company from the shareholders or other concerned parties .
• Distribution of profits which are fictitious or incompatible with the real position of
the Company .
b) The penalties stipulated in paragraph (a) of this Article shall be applied to any person
who is involved in the crimes indicated therein and is the instigator therefore .

Article (279): The Penalty of a Public Shareholding Company, Limited Partnership in Shares,
Limited Liability Company and Private Shareholding Company Upon Violating the Provisions
of this Law
a) Should a Public Shareholding Company, a Limited Partnership in Shares, a Limited
Liability Company or a Private Shareholding Company commit any violation to the provisions
of this Law, it shall be penalized by a fine not less than one thousand Jordanian Dinars and
not more than ten thousand Jordanian Dinars, along with nullification of the violating act if
the Court deems so ■.

b) Should it appea r that any one of the Companies stated in paragraph (a) of this Article did
not maintain proper books of account prior to its liquidation, then its manager and auditor
shall be deemed guilty of a crime and shall be penalized by imprisonment for a period no t
less than one month and not more than one year .

c) Notwithstanding any tougher penalty stipulated in another law, each person who
deliberately obstructs auditors or persons charged by the Minister or the Companies
Controller from realizing their duties specified pursuant to the provisions of this Law or their
examination of its books and registers or refrains from submitting the information and
clarifications required by same shall be punished with a fine of not less than one thousand
Dinars and not mor e then ten thousand Dinars ▪.

Article (280): The Penalty of the Auditor Violating the Provisions of this Law
An auditor who violates the provisions of this Law by submitting reports or statements
incompatible with the real position of the Company which he audited, shall be deemed to
have committed a crime, and shall be penalized therefore by imprisonment for a period not
less than six months and not more than three years, or by a fine of not less than one
thousand Dinars or by both penalties, and that sh all not preclude subjecting him to the
penalties provided for under the auditing profession laws in force .

Article (281): The Penalty of Partners in General Partnership and Limited Partnership
Companies who Defaults on Executing any Amendments to the Com pany Articles of
Association
Every general partner in a General Partnership or in a Limited Partnership, who defaults on
executing the amendments made to the Company Articles of Association, shall be penalized
with a fine amounting to one Jordanian Dinar p er day for each day the default continues to
exist after the lapse of one month from the date of occurrence of such change .

Article (282): The Penalty Imposed on Violations of this Law‟s Provisions or any Regulation
or Order Issued in Pursuance that have no Penalties Imposed thereof
Any person who commits any violation of any provisions of this Law or any regulation or any
order issued pursuant thereto, for which no penalty has been assigned, shall be liable to pay
a fine not less than one hundred Dinars and not more than one thousand Dinars .
Article (283): Controller‟s Right to Examine Company Registers and Controller‟s
Representation before Different Courts ■
a) The Controller and Directorate employees, authorized in writing by the Controller, shall
have the right to examine all the Company registers, books and documents and to obtain
copies of same for the purposes of enabling them to carry out their duties in accordance
with the provisions of this Law. The competent official authorities and companies‟ of ficials
and employees shall extend them the necessary help for this purpose .

b) The Minister, Controller or Directorate shall be represented before different courts in civil
and administrative cases and others that arise upon the application of this Law and the
regulations issued in pursuance and that either of them are party thereto, by the employee
authorized by the Minister or the Controller from amongst the Directorate employees who
are lawyers. Each of them shall exercise the authority of the aide of the Civil District
Attorney in accordance with the provisions of the Civil Courts Formation Law in force. The
Minister may, upon the approval of the Council of Ministers, also appoint a lawyer for the
purposes of this paragraph .

Article (284): Companies -Related Cases Enjoy Expeditious Status and the Manner of
Notification ▪
a) Civil and criminal cases related to companies and arising from the application of the
provisions of this Law will be granted an expeditious status before the competent Courts .

b) The notification of the concerned person of any letter, decision or notice issued by the
Minister or Controller in accordance with this Law, regulations or instructions issued in
pursuance shall be done either by personal delivery to him or to his legal re presentative or
by dispatch in registered mail to his last address kept in the Directorate‟s records .

c) Each letter, decision or notice dispatched pursuant to the provisions of this Article shall
be regarded as having been properly delivered in accordan ce with proper procedures, to the
recipient who shall be considered to have been notified in case he refuses its receipt .

d) If the notification is realized through registered mail, the concerned person shall be
considered notified of the document after the expiry of fifteen days from the date of its
dispatchment if the aforementioned resides inside the Kingdom or thirty days from the date
of its dispatchment if same resides outside the Kingdom. It is sufficient in order to prove
notification, to produce evidence that the notified paper was dispatched by mail to the
address referred to in paragraph (b) of Article .

e) If notification in accordance with the provisions of paragraphs (b), (c) and (d) of this
Article becomes impossible, then it shall be accom plished through publication in two daily
local newspapers at least twice, provided that the publication fees be at the expense of the
concerned person or the related company in accordance with what is decided by the
Controller. This publication shall be co nsidered a legal notification in all aspects .

Article (285): Compulsory Liquidation of the Company by the Controller and Permissibility to
Disregard Same ■
a) Notwithstanding the provisions of compulsory liquidation provided for in this Law, if a
company fails to reconcile its status in accordance with the provisions of the Law or if it
becomes evident to the Controller that it no longer has headquarters or if it stops carrying
out its operations or duties decreed upon it in pursu ance to this Law, or if a period of more
than a year elapses without the Company General Assembly electing a manger or a
Management Committee or a Board of Directors, as stipulated in its Memorandum of
Association, then the Controller may, after warning th e company in writing for a period of
one month and after publishing an announcement in two local daily newspapers, suspend
the operation of that company and transfer it to a special register for suspended companies.
In such an event the company shall be pr ohibited from undertaking any actions or
operations and its managers or Management Committee or Board of Directors shall also lose
all their powers. However this shall not prevent deciding the continuation of the Company
operation and its registration in t he interest of others or deciding the suspension of that
Company operation and registering it in the suspended companies register for the interest

of others. In all events the chairman of the Company Board of Directors or the chairman of
the Management Com mittee or the Company manger shall be considered jointly liable with
the company for any damage that may occur to others .

b) The Controller may decide to re -transfer the company from the suspended companies
register to the operating companies register in pursuance to the request of the Company in
order to enable it to continue its operations and activities, if it becomes evident that it
rectified its positions in accordance with the provisions of this Law .

c) If the Company registration in the suspended companies register continues for a period
exceeding a year without the company or the partners therein realizing the operations and
procedures requested thereof for the purpose of its re -registration in the oper ating
companies register in accordance with the provisions of paragraph (b) of this Article, the
Controller may proceed with the procedures necessary for that Company compulsory
liquidation in accordance with the provisions of this Law .

Article (286): Ap plication of this Law to Established Companies and Adjusting their Status
thereof ■
a) All companies registered pursuant to Laws in force before enacting this Law, shall be
deemed established as if registered pursuant to the provisions of this Law .

b) Com panies established on the date of this Law coming into force shall adjust their status
to render them compatible with the provisions of this Law, and they shall make the
necessary amendments to their Articles and Memoranda of Association, during a maximum
period of one year from the date this Law coming into force and without convening their
General Assemblies to approve these amendments .

Article (287): Council of Ministers may Issue Regulations Necessary to Implement the Law‟s
Provisions ■
The Council of Ministers may issue the necessary regulations to implement the provisions of
this Law, particularly in relation to the following :

a) Determination of the fees to be collected for implementing the provisions of this Law .

b) Organizing the forms related to the Articles of Association and other documents stated in
this Law .

c) The Minister may delegate part of his powers provided for in this Law to the Controller,
who may then delegate any of his powers to any of the employees of the Companies Control
Di rectorate at the Ministry, provided that the power is limited and in writing .

Article (288): Cancellations ■
The Companies Law No. 12 for the year 1964, and the amendments introduced thereon and
the terms and provisions of any other legislation which cont radict the provisions of this Law
are hereby cancelled .

Article (289): Persons Responsible for Applying this Law ▪
The Prime Minister and the Ministers are responsible for the implementation of the
provisions of this Law .

Persons Responsible for Apply ing this Law ▪

The Prime Minister and the Ministers are responsible for the implementation of the
provisions of this Law .