Foreign company rules in Jordan

An Operating Foreign Company means a Company or an entity which is registered outside Jordan, its headquarters in another country and its nationality is considered non-Jordanian. In terms of its nature, it shall be divided into two types, company operating for limited period or operating permanently company.

Sample of previous consultation from one of our clients

In reference to the e mail from Mr. ———- and the call conversation , first thank you for contacting us , we will have the honor to represent ——- in Jordan , we as law firm find ourselves building strong clientele relations by offering specialized and comprehensive legal consultation. Moreover, we are representing the biggest foreign companies in Jordan, in your sector we are representing Daewoo Engineering and Constructions in it is project in Jordan the winner of an EPC contract for the Jordan Research and Training Reactor in 2009 .

In respect of the subject above, please find bellow our response:

The first and important thing that According to the law in Jordan No foreign company or entity may exercise any commercial business in Jordan unless it is registered in Jordan.

Regarding your question ” 1) Is it required (according to the Jordanian legislation) to have a local company as subcontractor to be able to open Operating Foreign Company?

Ditech would prefer to execute the projects with its own resources as specific expertise and qualification are needed.”

No, your company does not need Subcontractor, this shall be only in constructions tenders only.

· Definition of an Operating Foreign Company, :

An Operating Foreign Company means a Company or an entity which is registered outside Jordan, whose headquarters is in another country and whose nationality is considered non-Jordanian. In terms of its nature, it shall be divided into two types:

Companies operating for limited period, which are awarded tenders for them to realize their work in Jordan for a limited period. The registration thereof shall cease upon the completion of such work unless 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 Jordan and after its rights and obligations are settled.
Companies operating permanently in Jordan under license by the competent official authorities.

· Registration of a Foreign Company and Documents that should be Submitted to the Controller

The registration application for the Foreign Company or entity shall be submitted to the Controller in companies house accompanied by the following data and documents, translated into Arabic, provided that a Notary Public in Jordan certify the Arabic translation.

A copy of the Articles and 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 Jordan for the conducting 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 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 authorizes a resident person ( Not stipulated to be Jordanian ) of Jordan to conduct 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.
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 registration application must incorporate the fundamental information about the Company, especially the following:

1- The name of the Company, its form and capital.

2- The objectives of the Company which it will realize in Jordan.

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.

· Documents to be submitted after registration

A lease contract entered by the regional office in Jordan certified by the Great Municipality of Amman.
A list indicating the regional office’s employee and their respective nationalities.
A copy of the residency and work permits for non-Jordanian employees.
A copy of the employment contracts of the regional office’s Jordanian employees certified by the Ministry of labor.

· Registered Foreign Company Duties

a) The Foreign Company or entity registered pursuant to the provisions of this Law shall undertake the following:
To submit to 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 Jordan duly certified by a Jordanian licensed auditor.
To publish the balance sheet and the profit and loss account regarding its operations in Jordan 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.

· E- 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 Jordan or the date specified for 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 Jordan prior to obtaining the approval for canceling its registration.
b) The general liquidation provisions stipulated in this Law, shall apply to branches of Foreign Companies Operating in Jordan, and whose management head office is located abroad.

· Time frame :

The registration of limited period foreign operating company it takes 8 – 15 workdays.

· Attorney fees :

For the registration : Our fees will be $ ———– shall be paid in advance and the rest after the completion of the registration
For the consultation and legal representation for the first year it will be $ ——– shall be paid in quarterly base.

· Governmental fees

It will be —————-.

General Rules for a Foreign Company in Jordan

A foreign company in Jordan is an unincorporated or incorporated company which has been formed under another country’s laws. A foreign company does not have to comply with a lot of formalities when desiring to operate in Jordan, though.

A foreign company need only be registered with the Registrar General when it is operating under the Companies Act 1992 or is already acting as a trading or operational branch of its principal office. A company is operating under the laws of the Jordan when it is already keeping its own place of business and is holding its own license to operate its business or to sell securities locally.

If yours is a foreign company and you want to operate in Jordan, you need to comply with certain legal requirements before you start to operate. First, you need to register. You need to submit an approved form stating facts about your company and its incorporation, including the name of the company, the date of incorporation, extent of liability of its shareholders, the purpose of incorporation in Jordan, principal office address, and other pertinent facts about the company’s incorporation, registration, and operation.

This statement should be accompanied by the verification of at least one company director of the veracity of the statements written in the form. You must also submit a power of attorney and certified copy of the incorporation documents. including your by-laws and statutes as well as the list of the names of your directors and officers.