Exempt Companies Regulation of 2007

Exempt Companies Regulation of 2007

Article 1: Title and Commencement

This Regulation shall be cited as the “Exempt Companies Regulation of 2007” and shall come into force from the date of its publication in the Official Gazette.

Article 2: Definitions

For the purposes of this Regulation, the following words and expressions shall have the meanings ascribed to them below, unless the context indicates otherwise:

• The Law: The effective Companies Law.
• The Minister: The Minister of Industry and Trade.
• The Department: The Companies Control Department.
• The Controller: The General Controller of Companies.
• Exempt Company: A company registered in accordance with the provisions of the Law and this Regulation, which conducts its business outside the borders of the Kingdom.

Article 3: Registration

1. An Exempt Company shall be registered as one of the types stipulated in paragraph (a) of Article 211 of the Law.
2. The application for registration of an Exempt Company shall be submitted to the Controller using the form prescribed for this purpose, accompanied by its Memorandum and Articles of Association, specifying the type and objectives of the company.
3. The Exempt Company shall be subject, in its establishment, registration, and any amendments thereto, to the approval, registration, and publication procedures provided for in the Law and this Regulation.

Article 4: Obligations

An Exempt Company shall be obliged to:

1. Operate solely for the purposes for which it was established.
2. Refrain from conducting any of its activities within the Kingdom.
3. Maintain a clear and actual place of business within the Kingdom.

Article 5: Name and Listing

The name of the Exempt Company must be accompanied by the phrase “Exempt Company”. Its name, registration number, and address must be included in all documents, papers, and printed materials used in its business, as well as any contracts it enters into, including share or unit ownership certificates issued by the company.

Article 6: Holding Meetings

An Exempt Company may hold ordinary and extraordinary general meetings, as well as meetings of the Board of Directors, either within or outside the Kingdom.

Article 7: Annual Bank Guarantee

Upon approval of its registration, the Exempt Company must furnish an unconditional annual bank guarantee in the name of the Controller, which shall be automatically renewable, to cover its obligations towards the Department. The value of the guarantee shall be determined as a percentage of its capital in accordance with instructions issued by the Minister for this purpose.

Article 8: Number of Jordanian Employees

The number of Jordanian employees working for the Exempt Company in the Kingdom shall not be less than half of the total number of its employees.

Article 9: Fees

1. The Department shall collect, upon registration of the Exempt Company, the fees prescribed under the prevailing Companies Regulation.
2. In addition to the fees mentioned in paragraph (a) of this Article, the Exempt Company shall pay an annual fee within thirty days from the beginning of each financial year, including the first financial year, as follows:
3. Five thousand (5,000) Dinars if the company is a public shareholding company.
4. Three thousand (3,000) Dinars if the company is a private shareholding company.
5. One thousand (1,000) Dinars if the company is a limited liability company or a partnership limited by shares.

Article 10: Application of the Law

In matters not specifically provided for in this Regulation, the Exempt Company shall be subject to the provisions of the Law.

Article 11: Existing Exempt Companies

Exempt Companies existing prior to the entry into force of this Regulation shall be deemed to be registered under it and must regularize their status in accordance with its provisions within one year from the date it comes into force.

Article 12: Implementing Instructions

The Minister shall, upon the recommendation of the Controller, issue the necessary instructions for the implementation of the provisions of this Regulation.

Article 13: Repeals

The Exempt Companies Regulation No. (19) of 1991 is hereby repealed, provided that the instructions issued pursuant thereto shall remain in force until they are cancelled, amended, or replaced by others in accordance with the provisions of this Regulation.

28/08/2007

 

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