Capital and Losses
This service allows a limited liability company to make the required amendment and have it recorded in its memorandum and articles of association and its file at CCD, once the legal requirements are met and the necessary approvals are obtained. It covers: increasing, reducing or restructuring the company’s capital; writing off losses; paying up the company’s capital; filing the financial statements; and the withdrawal, nomination or election of the company’s auditor.
Who can use this service
Limited liability companies
Before using this service
Prepare the following information and documents before submitting the certificate or extract request through the official service channel.
Requirements
Submit the application and the required documents through the Department’s electronic services.
Convene an ordinary or extraordinary general assembly meeting, as applicable to the type of procedure, while complying with the statutory quorum requirements for attendance and decision-making in accordance with the provisions of the law.
Where the amendment requires approval from official authorities, the Department shall communicate electronically with the relevant authorities, unless prior approval is required to be submitted by the applicant.
Observe the provisions of the Investment Environment Regulation regarding restrictions on ownership percentages and economic activities.
The company must pay 50% of its capital within sixty (60) days from the date of registration or the date of the capital increase, as applicable, provided that the remaining capital is paid in full within two (2) years.
The company must file its financial statements within the four (4) months following the end of its financial year, obtain their approval, and elect an auditor for the following financial year. Where the company prepares consolidated financial statements, it must also attach the separate financial statements and the general assembly’s approval of each.
If the company’s general assembly fails to elect an auditor, or the elected auditor declines the appointment, a replacement auditor must be appointed.
Where the company’s capital is reduced because it exceeds its requirements, there must be no attachments, mortgages, or other restrictions on the company’s ownership interests.
Documents and supporting information
For the purpose of implementing the requested amendment following the meeting, the following documents must be attached:
Minutes of the ordinary general assembly meeting approving the financial statements, in accordance with Form No. (1).
Minutes of the extraordinary general assembly meeting resolving to approve the requested amendment, in accordance with the form approved for each of the following cases:
Increase of the company’s capital, in accordance with Form No. (2).
Reduction of the company’s capital, in accordance with Form No. (3).
Write-off of losses, in accordance with Form No. (4).
Restructuring of the company’s capital, in accordance with Form No. (5).
Written authorization where another person is authorized to attend the general assembly meeting, in accordance with Form No. (22).
A declaration by the Chairman of the Management Committee / General Manager where the meeting is held electronically or attendance is less than 100%, in accordance with Form No. (5).
The amended Memorandum of Association and Articles of Association.
Where a partner is a minor who has not attained the age of majority, the documents must be signed on their behalf by their legal guardian or custodian, as applicable. A guardianship instrument or decision issued by the competent authority must be attached, bearing a recent date not exceeding thirty (30) days.
Where a partner is represented pursuant to a general or special power of attorney, the relevant power of attorney must be attached.
Where a partner has been declared legally incapacitated by a court decision, and the documents are signed on their behalf by their legal guardian or custodian, a guardianship instrument or decision issued by the competent authority, as applicable, must be attached, bearing an official stamp and a recent date not exceeding thirty (30) days.
A letter from the company’s auditor specifying the requested amendment, in accordance with Forms Nos. (6) to (19), as applicable.
A bank deposit confirmation letter where the company’s capital is increased through a cash deposit and the amount of the increase has been deposited into the company’s account.
Any additional approvals or documents required by the Department or the competent authorities, depending on the nature of the amendment.
A letter of apology for declining the appointment and a nomination/election letter for the company’s auditor.
Note
The above-mentioned forms are available under: Services / Form Directory / Legal and Financial Filings and Amendments Directorate Forms.
Steps to complete
Review the steps below to understand where each part of the certificate or extract request process is completed.
Submit the amendment application
E-Services Portal
The applicant logs in to Existing Company Services, selects Filings and Financial Amendments, and uploads the minutes of the general assembly meeting, the amended memorandum and articles of association, and the required declarations and undertakings.
Review the amendment application and obtain the necessary approvals
E-Services Portal
CCD reviews the application and the attached documents, verifies that the proposed amendment complies with the applicable requirements, and completes the procedures for the necessary approvals, as the case may be.
Pay the fees due on the amendment
E-Services Portal
Once the application is accepted and the procedures are complete, the applicant pays the fees through the electronic payment system.
Record the amendment and update the company’s data
E-Services Portal
CCD records the amendment and updates the company’s data in its Company Information Record and file. The company can then obtain an updated Company Information Record reflecting the amendment.
Fees and processing time
Service fees
- Filing the minutes of a general assembly meeting: JOD 10
- Filing other documents: JOD 10 per document
- The amended memorandum and articles of association: JOD 20
- Changes fee: JOD 20
- Changes publication fee: JOD 15
- Capital increase, including a capital increase on restructuring: stamp duty of 0.003 plus a capital increase fee of 0.002
- Capital reduction announcements: JOD 138
- Late filing penalty: JOD 1 for each day of delay, where the minutes of the general assembly meeting are not filed within the statutory period.
Processing time
One working hour, once all documents and approvals are complete and the fees are paid.
Overall completion depends on the following stages:
- Filing the meeting minutes and required documents.
- Obtaining the necessary approvals, where required.
- Paying the fees due.
- Recording the amendment and updating the company’s record.
What you receive
The amendment is recorded in the limited liability company’s record and file at CCD, and an updated Company Information Record reflecting the amendment can be issued.
Additional Note
- The minutes of the extraordinary general assembly meeting must be filed within ten (10) days from the date of the meeting. In the event of late filing, a fine of JOD 1 shall apply for each day of delay.- Comply with any specific provisions set out in the company’s Memorandum of Association and Articles of Association, where applicable.
- Where a signature is provided pursuant to a general or special power of attorney executed outside the Kingdom, the power of attorney must expressly specify the legal powers required for the intended purpose and be duly authenticated.
- The requested amendment may require additional approvals from the competent authorities, depending on the nature of the legal amendment, the company’s objectives, or its licensed activity. The Department shall communicate electronically with the relevant authorities to obtain the required approvals and complete the amendment procedures, unless prior approval is required to be submitted by the applicant.
- Any document executed or signed outside the Hashemite Kingdom of Jordan must be authenticated by the competent legal authorities in the country where it was executed, the representative of the Hashemite Kingdom of Jordan in that country, where applicable, and the competent Jordanian authentication authorities, in the same manner as if the document had been executed within the Kingdom.
- The capital reduction announcement form must be prepared in accordance with the provisions of Article 68(b) of the Companies Law.
- Where losses are to be written off against amounts payable to third parties or to partners who did not attend the meeting, a no-objection letter from the relevant parties consenting to the use of such amounts must be attached.
- Where losses are to be written off through a reduction of the company’s capital, the amount of the losses must be at least half of the company’s capital.
- Where the capital amendment results in a change to the ownership structure, the company must electronically disclose its beneficial owner within thirty (30) days from the date of the legal amendment for the purposes of anti-money laundering and counter-terrorist financing procedures.
- The amendment shall not take effect in the Department’s records until the required documents have been completed, the applicable fees have been paid, and the amendment has been duly recorded by the Department.
Ready to proceed? Use the official e-services portal to submit or continue your application.
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