Corporate Law
Rules and Procedures for Striking Off Limited Liability Companies in Jordan
This summary sets out the legal and practical framework for striking off a limited liability company’s registration in Jordan, covering grounds, formal conditions and required documentation. It also explains procedural rights of involved parties, including publication, objection and the legal effects of strike-off.
Updated: 28 February 2023
Prepared and reviewed by: Ashraf Al-Khawaja
Nature of the Limited Liability Company and Legal Implications
Under Jordanian law a limited liability company is formed by two or more persons (with supervisory authority discretion to permit a single-member LLC) and features a separate corporate patrimony so that each member’s liability is limited to their share. Practically, this affects rules on transferability of shares, prohibition of public offering, and the mandatory inclusion of the company-type expression in its name to inform third parties of its legal character.
Grounds and Conditions for Strike-Off Eligibility
Strike-off may be ordered where a company has not commenced operations within one year of registration, or has ceased operations for at least one year without legitimate cause, following written notice and a public announcement by the Registrar with a 30‑day cure period. Practical filing conditions include personal attendance by the company’s authorized representative (or a personal proxy), a partners’ undertaking to meet future liabilities, and declarations regarding non‑trading on stock exchanges when required.
Operational Steps and Required Documents for Strike-Off
The strike‑off process requires a partners’ signed application, an auditor’s statement confirming that the company has not conducted business, a declaration regarding non‑participation in global stock exchanges, and—if the company is over two years old—clearance certificates from competent authorities and filing of audited annual accounts. Administrative steps typically include preparing a memorandum for the Registrar/Minister, publishing two notices in local newspapers, securing necessary clearances, paying fees, and issuance of the strike‑off certificate. Compliance with notice and document requirements is essential before filing.
Legal Effects, Remedies and Procedural Limits
Strike‑off is published in the Official Gazette and local newspapers; however founders’ or the company’s liabilities toward third parties remain as if the company were not struck off, and judicial liquidation proceedings remain available. Any person may challenge a strike‑off decision within three months of publication; if the court is satisfied the company was active or regularized, it may order re‑registration while imposing fines and outstanding fees. In practice, administrative strike‑off does not absolve the company or members from existing or legally enforceable obligations.
Legal notice
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Sources and references
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