Commercial Contracts
Commercial Contracts in Jordan: A Practical Guide Before Signing and During Performance
A bilingual educational guide to party due diligence, signing authority, scope, invoicing, records, customs and common risks in Jordanian commercial contracts, with an express update and professional-advice disclaimer.
Updated: 10 September 2026
Prepared and reviewed by: Ashraf Al-Khawaja
Introduction: why commercial drafting needs more than a template
A commercial contract is not merely evidence of a price. It is an operating map that explains who must do what, when, with which documents, and who bears the risk if delivery is late, the price changes, or the goods fail inspection. It may concern a sale, supply, distribution, agency, services, manufacturing, shipping, licensing, or an agreement between companies. No single form fits all of these transactions. The legal and compliance analysis can change with the contract’s description, the parties’ status, the place of performance, the goods or services involved, and any foreign element. This article is general educational information, not an opinion on a particular contract and not a guarantee of a tax, customs, or court outcome. Jordanian legislation, regulations, instructions, fees, forms, deadlines, and electronic procedures may change. A Jordanian lawyer should review the proposed transaction before signature. A tax or customs adviser should be involved where the transaction has a cross-border, tax, import, export, licensing, or valuation dimension.
The framework and the authorities to check
Begin with the current texts published through the Legislation and Opinion Bureau and with the law applicable to the particular activity or contract. Then check company, trade, tax, customs, intellectual-property, consumer-protection, licensing, and sector-specific requirements where relevant. The Companies Control Department website contains a legislation section covering the Companies Law and amendments, as well as regulations, instructions, interpretive decisions, and policies.[2] A signed document is not enough: confirm that the counterparty exists, that its registered purposes support the activity or that required approvals are available, and that the signatory has actual authority. The Companies Control Department states that its new-company service allows electronic incorporation applications for all company types.[1] For an existing company, its legal-deposit service covers minutes of ordinary or extraordinary general meetings, managers’ or boards’ minutes, decisions of authorised signatories, amendments to the company’s memorandum and articles, transfers of shares or quotas, changes to purposes, and certain foreign-company representative matters.[3] Its financial-deposit service covers financial statements and reports, financial amendments to the memorandum and articles, and adding or amending resolutions on borrowing, mortgages, and guarantees.[4] These services do not mean that every commercial contract must be filed. They do mean that a contract should be checked for effects on the company’s registered record, purposes, capital, management authority, financing, and security arrangements. | Pre-signing question | Practical document or check | Risk if ignored | |---|---|---| | Who is the counterparty? | Current registry extract, legal name, registration number, address, and authorised signatories | Contracting with a non-existent or unauthorised party | | What is the activity? | Registered purposes, licences, and required approvals | Performance problems or regulatory action | | What exactly is promised? | Specifications, quantity, origin, quality, delivery and acceptance criteria | Dispute over conformity and acceptance | | How will performance be proved? | Delivery records, acceptance certificates, invoices, reports, correspondence, and retention system | Difficulty proving the claim or defence | | What happens after breach? | Notice, cure period, suspension, termination, damages, and dispute mechanism | Early escalation and unnecessary cost |
Before taking action: due diligence on the parties and transaction
Obtain a current company certificate or registry extract, the memorandum and articles where they affect authority, details of partners or shareholders and authorised signatories, and the professional licence or sector approval. The Companies Control Department’s inquiry services can assist with checking a company’s name and legal status. If the counterparty is foreign, request its constitutional documents, the chain of authority for its Jordan representative, a reliable translation where needed, and any authentication, branch, office, agency, or registration requirements that apply to the structure actually being used. If the contract will be submitted to a chamber of commerce or another authority, harmonise names and addresses across every document. The Amman Chamber of Commerce lists, depending on the establishment type, the commercial registry or Companies Control Department record, the trade name where applicable, a lease or title and evidence that the location is commercial, the authorised person’s identification, and, for certain companies, information on capital, partners or shareholders and signatories plus a certified copy of the memorandum and articles.[6] A mismatch between the contract, registry, invoice, and delivery document can create an evidentiary burden even when the parties intended the same transaction. Check conflicts of interest, intellectual-property ownership, confidentiality, source-of-funds concerns, and beneficial-ownership issues where the transaction or party profile requires it. The Companies Control Department publishes guidance on identifying beneficial owners and on the beneficial-owner register.[15] Do not place unnecessary sensitive information in a broad annex. Define access rights, retention, security, and responsibility for unauthorised disclosure.
Building a workable commercial contract
Start with a precise parties clause: the exact registered name, legal form, address, approved email, representative’s name and title, and evidence of authority. Define recurring terms. Identify the documents that form the agreement and establish an order of precedence if general terms conflict with a purchase order, offer, technical specification, or statement of work. Make the scope measurable. For a supply contract, state the technical description, quantity, packaging, brand, origin, country of origin, conformity documents, and delivery place. For services, define deliverables, acceptance criteria, permitted revision rounds, and ownership of results. Link payments to verifiable milestones. State currency, payment channel, banking information, and payment-supporting documents, without assuming that a single financial clause settles the tax treatment. Allocate risk instead of using vague language such as “according to the rules.” Assign insurance, packing, transport, customs clearance, licences, approvals, and the point at which loss or damage risk passes. For imported goods, do not merely say that duties are for the buyer or seller. Identify who proposes the tariff classification, supplies original documents, pays amounts needed for release, and handles valuation differences, inspection, reassessment, or a challenge. Include compliance, confidentiality, data protection, intellectual property, non-assignment, and subcontracting provisions. Add a controlled change procedure: written request, price and schedule impact, approval by an authorised person, and version record. Select governing law, dispute mechanism, seat or venue, and language after a practical assessment. Specify valid notice methods and the contractual email and physical address.
Invoicing and tax controls within the contract cycle
The Income and Sales Tax Department explains that the Income Tax Law No. 38 of 2018 requires a person to issue a proper invoice for providing a service or selling goods in Jordan, referring to paragraph (f) of Article 23. It also identifies Regulation No. 34 of 2019 on invoicing and control and Executive Instructions No. 1 of 2019 as instruments issued to organise the matter.[7] The Department publishes tax forms, including a current annual income-tax return for legal-person companies carrying out commercial, service, contracting, real-estate, and other activities for the periods stated in the form.[8] The Ministry of Finance also provides legislation, services, and financial inquiry sections, reinforcing the need to confirm the current position with the competent authority where a financial obligation or public claim is involved.[16] Operationally, the contract file should reconcile the purchase order, delivery or completion certificate, invoice, accounting entry, bank payment, and any withholding, exemption, or classification document. Do not hard-code a tax percentage merely because it appeared in an earlier deal. State that each amount is subject to the law in force and that the parties will cooperate in supplying documents. Address legislative or official changes through a fair contractual adjustment mechanism. Registration, withholding, general sales tax, special tax, and other treatment should be reviewed against the actual facts with a tax adviser where necessary.
Cross-border contracts and customs
Before shipment, request an accurate commercial and technical description, commercial invoice, packing list, origin documents, and any certificate, licence, or prior approval. The Ministry of Industry, Trade and Supply provides services for importer cards and import and export licences.[5] The Jordan Trade Facilitation Portal states that an importer-card procedure may require, depending on the case, an application, a tax-authority guarantee or no-objection letter, company registration, trade-name certificate, chamber membership, professional licence, tax registration certificate, and a customs clearance certificate on renewal.[9] Treat that list as a pre-commitment checklist, not as a substitute for the current procedure. The official customs valuation page describes the transaction-value method and conditions concerning restrictions, an unquantifiable condition or consideration, the seller’s later proceeds, and relationships between seller and buyer. It explains that proving the declared price may require commercial correspondence, original documents, commercial contracts, related invoices, and the method of paying the full transaction price.[10] If that method cannot be used, the page presents other methods in sequence. Do not conceal commissions, discounts, assists, or relationships. Keep a consistent commercial file that explains the price. Duties, taxes, and service charges can vary with the tariff item, customs value, country of origin, and applicable agreement. The trade portal directs users to the current tariff and calculation tool rather than an old figure.[11] Jordan Customs also describes the possibility of requesting an advance classification decision with catalogues or samples when needed and publishes guidance on review and reassessment routes.[12] Contract drafting alone cannot guarantee an exemption, rate, classification, or clearance time.
Records, performance, and breach
Create a paper and electronic file for every contract. Keep the agreement and annexes, authority documents, offers and correspondence, change orders, delivery and inspection records, invoices and payment evidence, shipping and insurance documents, certificates of origin and conformity, and communications with public authorities. Use consistent file names and a clear final version. Maintain an approval log showing who accepted each change. Monitor breach indicators early. If a party is late, issue notice using the contractual notice clause, describe the facts, and request cure within the contractual period if one applies. Avoid an unintended admission, waiver, or release. Assess suspension, withholding, termination, and damages only against the contract, the applicable law, and the evidence. Do not rely on a single instant message to prove a material amendment when the agreement requires writing or an authorised signature.
Pre-signing checklist
1. Have you verified legal identity, authority, registered purposes, and licences? 2. Are the goods or services, acceptance criteria, delivery, and evidence defined? 3. Are price and payments tied to documents, with tax treatment reviewed? 4. Are transport, insurance, clearance, origin, and customs valuation risks allocated? 5. Are confidentiality, intellectual property, data, and subcontracting addressed? 6. Do change, delay, force majeure, termination, and post-termination effects work together? 7. Have a Jordanian lawyer reviewed the governing law, notices, and dispute mechanism? 8. Have you preserved the final version, annexes, authority documents, and approval record?
Conclusion and updating notice
Prevention in a Jordanian commercial contract starts before drafting: verify the party, design the obligation, connect it to evidence and official controls, and plan for breach and enforcement. The official sources cited here help identify registration, company-deposit, invoicing, and customs gateways, but they do not determine the result for a particular transaction. Check the current text in the Legislation and Opinion Bureau and with the competent authority on the date of signature. Obtain advice from a Jordanian lawyer and, where appropriate, a tax or customs adviser. This article is not legal advice and makes no guaranteed outcome.
References
[1]: https://www.ccd.gov.jo/AR/Pages/%D8%AA%D8%B3%D8%AC%D9%8A%D9%84_%D8%B4%D8%B1%D9%83%D8%A9_%D8%AC%D8%AF%D9%8A%D8%AF%D8%A9 "New company registration - Companies Control Department" [2]: https://www.ccd.gov.jo/Ar/List/%D8%A7%D9%84%D8%AA%D8%B4%D8%B1%D9%8A%D8%B9%D8%A7%D8%AA "Legislation - Companies Control Department" [3]: https://www.ccd.gov.jo/AR/Pages/%D8%A7%D9%84%D8%A5%D9%8A%D8%AF%D8%A7%D8%B9%D8%A7%D8%AA_%D9%88%D8%A7%D9%84%D8%AA%D8%B9%D8%AF%D9%8A%D9%84%D8%A7%D8%AA_%D8%A7%D9%84%D9%82%D8%A7%D9%86%D9%88%D9%86%D9%8A%D8%A9_%D9%84%D8%B4%D8%B1%D9%83%D8%A9_%D9%82%D8%A7%D8%A6%D9%85%D8%A9 "Legal deposits and amendments for an existing company - Companies Control Department" [4]: https://www.ccd.gov.jo/AR/Pages/%D8%A5%D9%8A%D8%AF%D8%A7%D8%B9_%D8%A7%D9%84%D8%A8%D9%8A%D8%A7%D9%86%D8%A7%D8%AA_%D9%88%D8%A7%D9%84%D8%AA%D8%B9%D8%AF%D9%8A%D9%84%D8%A7%D8%AA_%D8%A7%D9%84%D9%85%D8%A7%D9%84%D9%8A%D8%A9 "Financial deposits and amendments - Companies Control Department" [5]: https://www.mit.gov.jo/ "Ministry of Industry, Trade and Supply - services and legislation" [6]: https://www.ammanchamber.org.jo/page/registering-establishments "Registration of commercial companies and sole proprietorships - Amman Chamber of Commerce" [7]: https://istd.gov.jo/AR/ListDetails/%D8%A7%D8%AE%D8%A8%D8%A7%D8%B1_%D9%86%D8%B8%D8%A7%D9%85_%D8%A7%D9%84%D9%81%D9%88%D8%AA%D8%B1%D8%A9/1069/15 "Invoicing-system news - Income and Sales Tax Department" [8]: https://istd.gov.jo/AR/List/%D8%A7%D9%84%D9%86%D9%85%D8%A7%D8%B0%D8%AC_%D8%A7%D9%84%D8%B6%D8%B1%D9%8A%D8%A8%D9%8A%D8%A9 "Tax forms - Income and Sales Tax Department" [9]: https://tradeportal.customs.gov.jo/procedure/950/step/12304?l=ar&embed=true "Obtaining or renewing an importer card - Jordan Trade Facilitation Portal" [10]: https://traderepository.customs.gov.jo/arabic/page4.2.html "Product classification and valuation rules - Jordan Customs" [11]: https://tradeportal.customs.gov.jo/procedure/1132/step/10196?l=ar&includeSearch=true&embed=true "Payment of customs duties and taxes on a customs declaration - Jordan Trade Facilitation Portal" [12]: https://www.customs.gov.jo/AR/Modules/faq "Frequently asked questions - Jordan Customs" [13]: https://www.customs.gov.jo/CustomsLaw/Customs_Law.aspx "Customs Law - Jordan Customs" [16]: https://www.mof.gov.jo/ "Jordanian Ministry of Finance - services, legislation and financial inquiries" [15]: https://www.ccd.gov.jo/AR/Pages/BeneficialOwnerConcept "Beneficial-owner guidance - Companies Control Department" [14]: https://www.lob.gov.jo/?v=0&lang=ar#!Jordanian-Legislation "Jordanian legislation database - Legislation and Opinion Bureau"