Company Law
Rules and Procedures for Changing the Representative of a Foreign Company in Jordan
This summary outlines definitions and the registration requirements for foreign companies operating or represented in Jordan. It also summarizes the companies' reporting obligations and the procedural and documentary steps for changing their local representative.
Updated: 7 February 2023
Prepared and reviewed by: Ashraf Al-Khawaja
Scope and Key Definitions
The legal framework distinguishes between personal, capital and hybrid companies, and classifies foreign entities as either an ‘‘operating’’ foreign company registered to carry out activities in Jordan or a ‘‘non-operating’’ company maintaining a local office or representative. The representative is the natural or legal person legally authorized to manage the branch’s affairs or local representation. These definitions determine when registration duties and subsequent obligations apply.
Registration Requirements and Practical Effects
A foreign company may not legally engage in commercial activity in Jordan unless registered under the Companies Law and holding the required work permits. Registration requires submission of translated and certified corporate documents (constitutive instruments, board list, authorization of a resident agent, and financial statements where applicable) and entry of core company data into the foreign companies register. Practically, registration subjects the entity to local disclosure and oversight rules and enables authorities to approve or refuse registration under statutory criteria.
Obligations of Registered Foreign Companies and Notification Procedures
Registered foreign companies must submit annual balance sheets and profit-and-loss statements for their Jordanian operations within three months of year-end and publish them locally within sixty days of submission unless exempted. They must notify the Companies Controller of any material changes to registered data within thirty days, and the Controller has the right to inspect books and records. A change effected by operation of law (e.g., court decision) may take effect without awaiting procedural notification.
Procedures and Requirements to Change the Company Representative
Changing the representative requires the new representative’s personal appearance to execute and certify signatures before the Companies Controller or an authorized delegate or a notary. Typical documents include a covering letter from the company, a notarized and translated power of attorney for the new representative, and a corporate letter effecting the removal of the former representative if not contained in the power. Practical steps include obtaining a receipt slip, document review, signature authentication, payment of fees and issuance of the change certificate; statutory notification deadlines must be observed for official register updates.
Legal notice
Notice: This content is for general educational purposes and is based on the original source linked on the summary page. It is not a substitute for advice from a licensed Jordanian lawyer. Verify statutory texts, regulations, amendments and official deadlines before taking any action.
Sources and references
Verify the official text and latest amendments before relying on this material professionally.