Corporate Law & Company Formation
Offshore Company in Jordan: Definition and Practical Framework
A concise outline of the offshore company concept under Jordanian law, distinguishing it from a Jordanian company branch abroad and summarizing its legal framework. The summary also highlights practical features and key procedural obligations such as the bank guarantee, fees, employment quota and restrictions on carrying out business inside the Kingdom.
Updated: 27 November 2021
Prepared and reviewed by: Ashraf Al-Khawaja
Definition and Legal Framework under Jordanian Law
Jordanian law defines an offshore company as a company registered in the Kingdom that conducts its business outside Jordan and must include the term “offshore” in its name. The statutory framework prescribes allowable corporate forms (public or private joint-stock, limited liability, or partnership limited by shares), limits on doing business inside the Kingdom, and requirements for including registration details in official documents. Readers should check the current legislative and regulatory texts because applicable duties and restrictions may change through later amendments.
Practical Characteristics, Tax Effects and Operational Limits
Offshore companies typically offer practical advantages such as relative confidentiality, asset protection, and potential mitigation of taxable burdens on income generated outside the jurisdiction, including relief from double taxation in some arrangements. Under Jordanian rules, certain offshore income may be excluded from domestic income tax subject to specific conditions, whereas a Jordanian company’s foreign branch is treated differently for tax purposes and its declared branch income is taxable. The law also imposes operational limits — for example an employment quota requiring a minimum proportion of Jordanian staff and a prohibition on offering shares for subscription within Jordan — which affect corporate structure and hiring policies.
Registration Procedures and Core Administrative Requirements
Registration requires filing an application with the Companies Control Department together with the memorandum and articles of association, a statement of objectives and prescribed forms. Regulations require an annual unconditional bank guarantee in the name of the controller to cover the company’s obligations; the referenced materials indicate an initial refundable guarantee of around JOD 5,000 and annual fees that vary by company type. Deposit and capital payment rules differ by form — for example, private joint-stock companies must show full payment of subscribed capital while limited liability companies may be required to deposit 50% of each partner’s contribution — and certain activities may need prior approvals. Practical steps include notarised founding documents, audited financial statements, general assembly and board meeting records, fee payments and statutory filings; some meetings may lawfully be held inside or outside Jordan.
Share Transfers, Capital Changes, Liquidation/Deletion and Oversight
Share transfers and capital adjustments require specific procedural steps: extraordinary general assembly minutes, meeting invitations and attendance records, auditor confirmations and bank letters evidencing deposits for increases, plus audit checks and public notices in the event of capital reduction. Heirs may enter the share register upon presentation of valid inheritance documentation. Liquidation follows a detailed path starting with an assembly resolution and appointment of a liquidator, public announcements, clearance from authorities (social security, tax, customs, central registry, municipality and similar bodies) and, where needed, court permission to sell assets prior to issuing a liquidation certificate. The Ministry of Industry and Trade and the Companies Control Department exercise oversight to ensure offshore entities do not transact within Jordan and comply with registration conditions, so incorporators and officers must observe disclosure and control obligations.
Legal notice
Warning: The information above is for general educational purposes and is derived from a published source linked on the page. It does not replace reviewing the official, up‑to‑date legislative and regulatory texts or consulting a licensed Jordanian lawyer to verify facts, obligations, effective dates and any amendments.
Sources and references
Verify the official text and latest amendments before relying on this material professionally.