Liquidation of Public and Private Shareholding Companies and Limited Liability Companies

A service that enables public and private shareholding companies and limited liability companies to cease their operations and settle all their rights and liabilities in order to determine their net assets.

Who can use this service

Partners, the company’s authorized representative, management, and the liquidator.

Before using this service

Prepare the following information and documents before submitting your apllication

Requirements

Voluntary liquidation procedures commence upon the issuance of a resolution by the general assembly approving the liquidation.
The general assembly must appoint the liquidator and determine their fees. If it fails to do so, the Controller shall appoint the liquidator and determine their fees.
Where more than one liquidator is appointed, their decisions shall be made in accordance with the terms of their appointment resolution. If the resolution does not specify how decisions are to be made, decisions shall be taken unanimously or by an absolute majority. In the event of disagreement, the matter shall be referred to the court for resolution.
During voluntary liquidation, the liquidator may convene the company’s general assembly to obtain its approval on any matter deemed necessary, including a decision to revoke the liquidation. However, the company may not resolve to liquidate again until at least two (2) years have elapsed from the date of the resolution revoking the liquidation.
At the request of partners/shareholders holding more than 25% of the company’s subscribed capital, the Controller may convene the general assembly if the company wishes to remove the liquidator and elect a replacement.
Where the liquidator’s resignation is submitted electronically, it must include the partners’ full address, be duly stamped by Jordan Post, and be accompanied by proof of delivery. It must also include the liquidation report, details of the procedures completed and those remaining, the reasons for resignation, and the fees and benefits received by the liquidator.
If the company’s assets are insufficient to settle its debts and obligations, the Controller may require the liquidator to complete the outstanding requirements necessary to finalize the liquidation or refer the company to the court to consider terminating the liquidation proceedings or deregistering the company.

Documents and supporting information

Minutes of the extraordinary general assembly meeting containing the resolution to voluntarily liquidate the company and specifying the grounds for liquidation (expiry of the company’s term; completion, impossibility of completion, or cessation of the purpose for which the company was established; or any circumstances provided for in the Articles of Association). The minutes must also include the appointment of the liquidator, determination of their fees, and their full address.
A proxy authorization form, where a proxy is appointed or another person is authorized to attend the general assembly meeting, provided that this is permitted under the company’s Memorandum of Association.
A declaration by the Chairman of the Board of Directors regarding the call for the meeting.
A declaration by the Chairman of the Board of Directors where the meeting is held electronically or where attendance is less than 100%.
The liquidator’s consent to their appointment as liquidator of the company, including their name, details, and address, together with an undertaking to notify the Controller of any changes to their address.
The liquidator’s periodic report.
The final liquidation report, including a statement of the company’s assets and liabilities and the activities and procedures undertaken by the liquidator during the liquidation process.
Minutes of the extraordinary general assembly meeting containing approval of the final liquidation report.
The liquidator’s resignation.

Please note that all forms are published on the Department’s website under the Form Directory.

Steps to complete

Review the steps below to understand where each part of the certificate or extract request process is completed.

Submission of the Company Liquidation Application

E-Services Portal

The applicant accesses the Existing Companies Services, selects the Liquidation and Deregistration service, and attaches the required documents for filing (the minutes of the general assembly meeting and the liquidator’s certificate of good conduct or Bar Association ID card, if the liquidator is a lawyer). These documents must be submitted to the Controller and the relevant authorities within three (3) days from the date of the general assembly meeting.

Payment of the Fees for Changing the Company’s Status to “Under Liquidation” Following Review of the Application

E-Services Portal

The Department reviews the application and attached documents. If all requirements are met, the applicant is notified of the applicable fees to proceed with payment.
The Department changes the company’s status to “Under Liquidation” and publishes the announcement in the daily newspapers.
The liquidator issues a Company Information Record for submission to the relevant authorities.

Attach the clearance certificates, the liquidation report, and the minutes of the general assembly meeting approving the liquidation report.

E-Services Portal

Upon the expiry of a period of three (3) months, but not exceeding three (3) years, from the date of publication of the first announcement, the liquidator shall submit the following to the Controller:

The final liquidation report, approved by the general assembly, together with all supporting documents and evidence.
Clearance certificates.
The minutes of the general assembly meeting approving the liquidation report.

If all requirements are met, the liquidator shall be notified of the applicable fees to proceed with payment.

Payment of Fees for Changing the Company’s Status to “Deregistered”

E-Services Portal

The liquidator pays the applicable service fees through the electronic payment system.
The liquidation certificate is issued electronically through the system and uploaded to the Department’s website under “Inquiry and Issuance of a Certificate for a Dissolved Company.”

Fees and processing time

Service fees

Change of the company’s status to “Under Liquidation”: JOD 321 for limited liability companies and operating foreign companies.
Change of the company’s status to “Under Liquidation”: JOD 331 for private shareholding companies.
Change of the company’s status to “Under Liquidation”: JOD 356 for public shareholding companies, plus JOD 600 in representative fees.
Change of the company’s status to “Deregistered”: JOD 65.
Issuance of the Company Information Record: JOD 10.
Late filing penalty of JOD 1 per day for failure to file the minutes of the general assembly meeting within the legally prescribed period.