Capital and Losses

This service allows a private shareholding 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 authorized capital or subscription; filing the financial statements; and the withdrawal, nomination or election of the company’s auditor.

Who can use this service

Private shareholding 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.
Hold an ordinary or extraordinary general assembly meeting, as applicable to the type of procedure, while observing the statutory quorum requirements for attendance and decision-making in accordance with the Companies Law and the company’s Articles of Association.
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.
Observe the provisions of the Investment Environment Regulation regarding restrictions on ownership percentages and economic activities.
The company’s authorized capital must be paid up within three years from the date of registration or the date of the capital increase, as applicable, subject to the provisions of the company’s Articles of Association, if any. Upon expiry of the statutory period, the authorized capital shall automatically be reduced to equal the company’s subscribed capital.
The company must file its financial statements within the four months following the end of the financial year, have them approved, and elect an auditor for the following year. Where the company prepares consolidated financial statements, it must also attach the separate financial statements, with each set of statements approved by the general assembly.
If the company’s general assembly fails to elect an auditor, or the elected auditor declines to undertake the engagement, a replacement auditor shall be appointed.
Where the company reduces its capital because it exceeds its requirements, there must be no attachments, pledges, or other restrictions on the company’s shares.

Documents and supporting information

To implement the requested amendment following the general assembly 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 specifying the requested amendment, in accordance with the approved form applicable to each of the following cases:
- Increase of the company’s capital – Form No. (2).
- Reduction of the company’s capital – Form No. (3).
- Write-off of losses – Form No. (4).
- Restructuring of the company’s capital – Form No. (5).
A written authorization, where a third party is authorized to attend the extraordinary general assembly meeting, in accordance with Form No. (22).
A declaration by the Chairman of the Board of Directors where the meeting is held electronically or attendance is less than 100%, in accordance with Form No. (25).
The amended Memorandum of Association and Articles of Association.
An undertaking signed by the Chairman of the Board of Directors and the Board Secretary confirming that no amendments have been made to the company’s Memorandum of Association or Articles of Association other than those specified in the attached minutes, under their own legal responsibility, in accordance with Form No. (23).
A letter of resignation and nomination/election of the company’s auditor, in accordance with Form No. (20).
A bank deposit letter where the company’s capital is increased through a cash deposit.
Where a shareholder is a minor, the documents must be signed on their behalf by their 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 shareholder’s signature is provided by virtue of a general or special power of attorney, the relevant power of attorney must be attached.
Where a shareholder is legally incapacitated, the documents must be signed on their behalf by their legally appointed guardian, and a guardianship instrument or decision issued by the competent authority, as applicable, must be attached, bearing a recent date not exceeding thirty (30) days.
Any additional approvals or documents required by the Department or the competent authorities, depending on the nature of the amendment.
A letter from the company’s auditor referring to the requested amendment, in accordance with the applicable forms numbered (6) to (19), as appropriate.

Note

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 new legal 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 25
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 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 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.
- Observe any specific provisions set out in the company’s Memorandum of Association and Articles of Association, if any.
- Where a signature is provided pursuant to a general or special power of attorney executed outside the Kingdom, the power of attorney must expressly include 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 amendment, the company’s objects, or its licensed activity. The Department shall communicate electronically with the relevant authorities to obtain the required approvals and complete the amendment procedures, unless the applicant is required to submit prior approval.
- 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 shall be prepared in accordance with the provisions of Article 82 bis (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.
- If any change occurs in the ownership structure as a result of an amendment to the company’s capital, the beneficial ownership information must be disclosed electronically 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.

Start this service