Starting a business in Jordan

Legal Form: Limited Liability Company

City: Amman

Procedure 1: Execute the company’s formation contract and the memorandum and articles of association

Time to complete: 1 day

Cost to complete: JD 800

Comment: The company’s formation contract and its memorandum and the articles of association may be executed either before an officer at the Companies Control Directorate (CCD), located at the Ministry of Industry and Trade (MIT), or before a notary public or a licensed Jordanian lawyer. If the documents are executed before the notary public, an additional fee of JD 15 will apply. The additional fee may range from JD 500 to JD 1,500 if done before a licensed Jordanian lawyer.

Procedure 2: File registration application with the Ministry of Industry and Trade

Time to complete: 1 day

Cost to complete: no charge

Comment: The promoter can complete the following formalities at the one-stop shop at the Company Registry (albeit at different counters): company registration, tax registration (including obtaining a company tax number for VAT and income tax), registration with the Chamber of Commerce or Chamber of Industry. In addition, the municipality of Amman maintains a counter for licence renewal (though the initial licence must still be obtained at the municipality). The procedure for filing a registration application with the Ministry of Trade and Industry consists of three steps. First, the promoter must submit the application for registration and the memorandum and articles of association to the CCD.

A CCD officer undertakes a review of these documents to verify:

• that the corporate name is not similar to an existing corporate or trade name;
• that the memorandum and articles of association include the required information and are in conformity with the applicable laws;
• whether the company objectives require any prior licenses or nonobjection letters from other ministries, public entities, or governmental commissions.

If prior licences or non-objection letters are needed, the CCD officers would address a letter to the entity to procure the documents. Second, the promoter must procure the applicable prior licences or non-objection letters. Third, upon receipt of any prior licences or non-objection letters, the CCD officer approves the company registration, conditional on the minimum capital requirement (50% of capital) being deposited in a bank account and a certificate proving the deposit being obtained. The promoters are given a preprinted letter (addressed to the company) that requires completion of this step. The company controller’s approval is published in the Official Gazette.

Note: A company that performs general industrial and commercial activities does not normally require any prior licences or non-objection letters.

Procedure 3: Open bank account; deposit 50% of the capital

Time to complete: 1 day

Cost to complete: JD 8, charges for issuing a certificate evidencing the depositing the 50% of the Capital

Procedure 4: Finalise the registration of the vompany; obtain registration certificate

Time to complete: 1 day

Cost to complete: JD 5 (Filing Fee) + JD 2 (Registration Certificate Fee) + 0.03% of Share Capital (Stamp Duty), + 0.02% of Share Capital (Registration Fee) + JD 15 (Fee For Publication in the Official Gazette)

Comment: Upon payment of all such fees, the company registration is completed, and the CCD issues the registration certificate, evidencing the company name, the registration number and the registration date. The registration is finalised at the one-stop shop.

Procedure 5: Register for corporate tax, salary withholding tax and VAT

Time to complete: 1 day (simultaneous with previous procedure)

Cost to complete: no charge

Comment: The promoter can register for taxes at the one-stop shop counter at the Company Registry. The company receives a unique tax number.

Procedure 6: Register with the chamber of industry or chamber of commerce

Time to complete: 1 day (simultaneous with previous procedure)

Cost to complete: JD 164

Comment: The company documents and the respective authorised signatories required to register with the Chamber of Industry or the Chamber of Commerce are:

• rental contract;
• formation contract;
• registration certificate;
• certificate of authorised signatories;
• memorandum and articles of incorporation.

Annual registration fees levied by the Chamber of Industry or the Chamber of Commerce depend on company activities and capital.

Procedure 7: Obtain a vocational license from the municipality

Time to complete: 8 days

Cost to complete: JD 200

Comment: First, an application is filed with the following documents to obtain a vocational licence from the municipality:

• planning location map (issued by greater Amman municipality, GAM);
• Occupancy permit (issued by GAM and usually obtained immediately by the landlord upon completing construction);
• a copy of the property deed (usually obtained from the landlord).

Second, the GAM officer verifies that the location is situated in the right zoning area and ensures that no property taxes or fees are due. These procedures are performed in the same building.

Third, a municipal officer sets up an appointment to inspect the premises for conformance with set requirements. The time before the inspection may vary.

Fourth, the property inspection is conducted.

Fifth, if the premises are deemed in conformity with the requirements, the file is referred to the competent vocational licenses division. At that point, the following documents are required:

• the company’s certificate of registration;
• a certificate of the company’s authorized signatories;
• the memorandum and articles association;
• a certificate of registration with either the chamber of commerce or industry;
• a lease contract (stamped by the GAM);
• a planning location map (issued by the GAM); and
• an occupation permit (issued by the GAM).

Sixth, for certain occupations, a representative of the Ministry of Health may conduct a health inspection at the company headquarters.

Seventh, if the company’s premises is 150 sq. m. or more, or in certain professions requiring civil defence measures, the GAM sends a letter by fax to the Civil Defence Directorate. If all relevant details required to conduct an inspection are included, and if the Directorate does not respond or conduct an inspection within 4 days, the GAM grants the applicant the required vocational licence with a caveat: the applicant must agree, in writing, that if the Civil Defence Department approval is not granted, the vocational licence renewal may be declined in a subsequent year.

Procedure 8: Inspection by municipality on safety and health

Time to complete: 1 day (simultaneous with previous procedure)

Cost to complete: no charge

Procedure 9: Register for social security

Time to complete: 1 day (simultaneous with previous procedure)

Cost to complete: no charge

Comment: Every business must register with the social security authorities and submit, on a monthly basis, the social security contributions for its employees. Employee registration is undertaken after the first payroll.

Procedure 10: File general assembly first meeting and board of directors’ minutes of meeting

Time to complete: 1 day (simultaneous with previous procedure)

Cost to complete: JD 30-50 (depending on whether the company would be managed by a General Manager or Board of Directors)

Comment: The shareholders must call for the first general assembly meeting to acknowledge the establishment expenses, to appoint the general manager and the board of directors, and to appoint the company auditors. Minutes of the general assembly meeting and the board of directors meeting (if any) must be filed at the CCD, and the CCD will issue a certificate evidencing the resolutions made, along with authorized signatories, on behalf of the company. The company must hold the meeting and file the minutes within 10 days of registration. The minute filing fee is calculated on whether the company is managed by a general manager (JD 14) or a board of directors (JD 19). Note that in both cases, the company must deposit the attendance list and the meeting minutes and issue a certificate with the names of the authorised signatories. An additional fee of JD 5 is levied for obtaining a certified copy of any documents deposited, including the memorandum and articles of incorporation, the certificate of registration, and the certificate evidencing the authorised signatories.

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