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Establishing Your Business

Types of Business Entities

Non-operating Foreign Companies (Regional Offices)

A non-operating foreign company is a company which establishes a regional or representative office to represent the affairs which it conducts outside Jordan, with the intention of using its regional or representative office in directing the said affairs and coordinating them with the head office. Such a company is not allowed to conduct any business or commercial activity in Jordan, including activities of agents and middlemen. In addition, the number of Jordanian employees should not be less than half of the total number of employees.

Non-operating foreign companies enjoy the following incentives:

  • Exemption from income and social service taxes on profits generated from business conducted outside Jordan.
  • Exemption from income and social service taxes on wages and salaries of non-Jordanian employees.
  • Exemption from the formalities of registration with the Chamber of Commerce and from the payment of registration fees or any other fees in connection to their operations.
  • Exemption from foreign exchange control restrictions. Regional offices can also maintain an account in Jordan in any foreign or local currency provided that they are fed with moneys from foreign sources. Money can be deposited in and repatriated out of the accounts freely and without restrictions.
  • Non-operating foreign companies are permitted to import one car for the use of their non-Jordanian employees once every five years, provided that they deposit a bank guarantee for the amount of the duty with the Ministry of Finance (Customs Department). This guarantee will be released upon exporting the car out of Jordan or selling the car locally after paying the duty thereon.
  • Exemption from customs fees and other charges on imports of office equipment, furniture, business samples and demonstration models. The only tax paid on such imports is the sales tax.
  • Non-Jordanian employees are granted a residence and work permit

Operating Foreign Companies (Branch or Project Offices)

An operating foreign company is a company or a body registered outside Jordan, whose head office is in another country, and whose nationality is non-Jordanian. Such companies are classified into two types according to the nature of their activities:

Non-Permanent

A foreign company that has been awarded a contract in Jordan requiring the execution of work within a limited period of time (e.g. a construction contract). Upon termination of the contract, a new one may be obtained in order to extend the period of operation. If the company obtains no new contract, then the branch office must be closed and liquidated.

Permanent

A branch office operating in Jordan permanently with licenses to that effect from the concerned authorities.

An operating foreign company is allowed to conduct commercial activities in Jordan after registering and obtaining a work permit.

Registration fees paid for a branch office are JD 250, if the share capital of the foreign company at its home office does not exceed the equivalent of JD 1 million, and JD 500 if it exceeds the equivalent of JD 1 million. (Conversion rate JD 1= US$ 1.41).

A branch or project office must notify the Controller of Companies in writing of the date it expects its operations to end in Jordan, or the date specified for the termination thereof, at least 30 days prior to that date. It must prove to the Controller of Companies the settlement of all its commitments resulting from operating in Jordan prior to the cancellation of registration.

Offshore Companies

An offshore company can take the form of a private shareholding company with limited liability, a limited partnership in shares, or a public shareholding company. The offshore company is listed as a Jordanian entity, but cannot conduct any business in Jordan. Furthermore, the words "Exempt Company" must be added to the name of the company.

Offshore companies cannot offer their shares for public subscription in Jordan. They are obliged to invest a minimum of 5% of the share capital in securities traded in the Amman Stock Exchange.

The minimum share capital of an offshore company depends upon its form:

  • JD 30,000 for a private shareholding company with limited liability.
  • JD 500,000 for a public shareholding company.
  • JD 1,000,000 for companies offering financial services (banking, insurance, and re-insurance). (Conversion rate JD 1 = US$ 1.41).

Upon incorporation, if an offshore company takes the form of a public shareholding company it must pay a registration fee of JD 5,000, and in all other cases it must pay JD 1,000. The same fees are levied annually. Stamp duties due on registration amount to 5 JD per mil (1,000) of its share capital.

Joint Ventures

A joint venture is a commercial undertaking formed by two or more persons, who may be natural persons or legal entities. A joint venture is not subject to the provisions and procedures of registration and licensing and does not have a separate legal identity. However, a joint venture is confined to the special relationship between partners in the venture as specified in the joint venture agreement.

Registering a Company

The Jordan Investment Board stands ready to assist investors through every step of the investment process. Please do not hesitate to call upon the staff at JIB for guidance through the following registration procedures.

General Registration Procedures

  • All enterprises, whatever their legal form, operating in Jordan must register with the Controller of Companies at the Ministry of Industry and Trade. Only joint ventures are excluded. Foreign companies seeking to open a regional office or a branch in Jordan must apply to the Controller of Companies for registration by submitting all necessary documents in Arabic.
  • Companies operating in Jordan must register with the Chamber of Commerce or the Chamber of Industry, as applicable.
  • All companies operating in Jordan should register with the Income Tax Department.
  • Companies employing more than five people must register with the Social Security Corporation.
  • All enterprises must obtain an annual license from the concerned municipality.
  • Industrial projects can receive an industrial registration certificate from the Ministry of Industry and Trade upon completing an application with the Department of Industrial Development.

Non-Operating Foreign Companies

1. An application must be signed before the Controller of Companies or anyone authorized by him in writing or before a Notary Public. It should include the following information:

  • Name of the company.
  • Nationality of the company.
  • Objectives of the company in its home country.
  • Address of the company's head office.
  • Place, number and date of the company's registration at its place of incorporation.
  • Name of the company's representative in Jordan.
  • The duration for which the company was incorporated, whether fixed or not.
  • The capital of the company, names of the promoters or partners, nationality of each, and their shares along with information relating to its board of directors.
  • Objectives of the company in Jordan.

2. The following documents should be attached to the application of registration:

  • A certificate of the registration or incorporation of the company.
  • The company's Article of Memorandum of Association showing its objectives, share capital and form.
  • The company's balance sheet or annual report for the latest two fiscal years, certified by a licensed auditor.
  • A power of attorney in favor of the company's representative in Jordan.
  • Any recent brochures or literature setting forth the activities, size and
    other particulars concerning the company.

3. All documents must be certified by the Jordanian Embassy and the Ministry of Foreign Affairs in the country of origin in addition to the Ministry of Foreign Affairs in Jordan. The documents must also be translated into Arabic.

4. The translation must be certified by the Notary Public in Jordan.

5. The following documents are to be submitted after registration:

  • A lease contract for the regional office in Jordan, certified by the Amman municipality.
  • A list of regional office employees and their nationalities.
  • A copy of residence and work permits for each non-Jordanian employee.
  • A photocopy of job contracts of each Jordanian employee, certified by the Ministry of Labor.

Operating Foreign Companies

1. An application must be signed before the Controller of Companies or anyone authorized by him in writing or before a Notary Public, along with the following information:

  • The name, type, and share capital of the company.
  • The objectives of the company in Jordan.
  • Detailed information concerning the founders or partners of the company and its board of directors and the number of shares, if any, held by each of them.

2. The following documents must be attached to the application of the registration:

  • The Articles of Memorandum of Association of the foreign company.
  • Written official evidence of approval from the relevant authorities for the conduct of activities in Jordan and the investment of foreign capital therein, in accordance with the legislation in force.
  • A list of the names of the members of the foreign company’s board of directors, along with the nationality of each one, in addition to the names of the persons authorized to sign on behalf of the company.
  • A copy of the proxy according to which the foreign company authorizes a person resident in Jordan to receive notification on its behalf.
  • A balance sheet authenticated by a licensed auditor for the last fiscal
    year of the company in its head quarters.

3. All documents must be certified by the Jordanian Embassy and the Ministry of Foreign Affairs in the country of origin in addition to the Ministry of Foreign Affairs in Jordan. The documents must also be translated into Arabic.

4. The translation must be certified by a Notary Public in Jordan.

Public and Private Shareholding Companies and Holding Companies

Private shareholding companies (PSC), public shareholding companies (PLC) and holding companies (HC) are registered using the following registration procedures:

1. An application for registration is submitted to the Controller of Companies. This application should be signed in front of the Controller or the person authorized by him in writing, a Notary Public, or any licensed lawyer, and submitted together with:

  • Name, nationality, address of promoters and their respective shares in the company.
  • The name, objectives, share capital, duration and head office of the shareholding company.
  • Detailed provisions governing, inter-alia, the management of the company, shareholders' meetings, the transfer of shares and the dissolution and liquidation of the shareholding company.

2. The Controller must issue a resolution approving the registration of the PSC within 15 days of the submission of the application. In case the Controller declines, the partners may object to the Minister of Industry and Trade within 30 days, and if the Minister refuses the objection, the partners may appeal to the High Court of Justice. After the issuance of the approval, the Controller undertakes the completion of the registration. Partners must produce documents proving that no less than 50% of the company's capital has already been paid and the remaining 50% to be paid within the following two years.

The Minister, upon the recommendation of the Controller, issues a resolution approving the registration of a PLC within 30 days. If the Minister declines to register the company, then the promoters have the right to appeal to the High Court of Justice.

General and Limited Partnerships

Limited and general partnerships are registered according to the following procedures:

An application for registration must be submitted to the Controller of Companies together with the original partnership agreement signed by all partners, and with a memorandum signed by each of them before the Controller or the person authorized by him in writing, a Notary Public or any licensed lawyer. The following information must be included:

  • Name, nationality, age and address of each of the partners.
  • The capital of the partnership and the share of each partner.
  • The name, trade name, objectives, duration and head office of the partnership.
  • Name of the partner(s) authorized to manage and sign on behalf of the partnership.

The Controller has to approve the registration of the partnership within 15 days from the date the application is submitted. If registration is ejected by the Controller, the partners may submit an objection to the Minister within 30 days. If the Minister declines the objection, then the partners become entitled to appeal to the High Court of Justice.