Company Law
Provisions on Civil Companies under Jordanian Law
A concise overview of the legal framework for civil companies in Jordan, covering their definition, criteria distinguishing them from commercial companies, and basic rules for formation, management and dissolution. Focuses on practical consequences regarding liability, acquisition of legal personality, and registration and evidentiary requirements.
Updated: 24 July 2022
Prepared and reviewed by: Ashraf Al-Khawaja
Definition, Scope and Core Criteria of a Civil Company
Under Jordanian rules a civil company is a venture formed by persons of a professional or civil character to perform civil-type activities governed by the Civil Code; it may have multiple purposes so long as its predominant activities remain civil. Legal personality principally arises from a properly constituted written founding contract, while registration in a special civil companies register serves evidentiary purposes vis‑à‑vis third parties rather than being the constitutive act.
Distinguishing Civil and Commercial Companies and Practical Consequences
Jordanian law applies both a material test (the nature of activity) and a formal test (legal form) to distinguish civil from commercial companies. This produces concrete effects: civil companies are not bound by commercial registration obligations, solidarity is not presumed, bankruptcy against the company or partners is generally not available, a longer civil prescription period (15 years) applies, and written proof is primary. If a civil company adopts a commercial form, third parties may be misled regarding liability and governance rules.
Formation, Contractual Elements and Formal Procedures
A civil company rests on a founding contract requiring capacity, consent, lawful object, and an intent to share profits and losses; the contract is formal in nature so written form is essential for validity. Capital may be contributed in cash, in kind or by services, and partners’ shares determine profit‑loss distribution. Registration and amendments are entered in the special register at the Inspector General for evidentiary purposes, and applicable professional rules (e.g. bar or professional regulations) must be observed.
Management, Partners’ Liability and Dissolution of a Civil Company
Management is governed by the partnership agreement: a manager may be appointed from among partners or externally, and absent such appointment each partner may undertake management acts within the company’s rules. Liability-wise, solidarity is not presumed in civil dealings; partners’ obligations for company debts are generally confined to their share in losses unless otherwise lawfully agreed (an agreement wholly excluding a partner from losses may be void). Dissolution occurs by expiry of term, completion or destruction of the object, death, incapacity or withdrawal of a partner, agreement between partners, or court order; heirs are entitled to a cash valuation of the deceased partner’s share when due.
Legal notice
Note: This content is general and educational and is based on the original source linked on the summary page. It does not constitute individualized legal advice. Verify applicable statutes, amendments and official dates, consult implementing regulations, and seek the opinion of a licensed Jordanian lawyer for case‑specific legal advice.
Sources and references
Verify the official text and latest amendments before relying on this material professionally.