Corporate Law
Expulsion of a Partner from a General Partnership under Jordanian Companies Law
A practical summary of the rules and procedures for removing a partner from a general partnership under Jordanian law, outlining legal grounds, judicial procedures and practical effects on trade name, register and partnership agreement. The study refers to relevant Court of Cassation decisions.
Updated: 26 January 2025
Prepared and reviewed by: Ashraf Al-Khawaja
Nature of the General Partnership and the Partner's Legal Position
A general partnership acquires legal personality upon registration and is owned by two or more natural persons. Each partner is treated as a trader, contributes to the trade name and is jointly liable with other partners toward creditors beyond his capital share; the partnership agreement sets out each partner's rights, duties and profit/loss shares or, if unspecified, these follow capital contributions.
Prohibited Acts by a Partner and Their Relevance to Expulsion
A partner is prohibited from committing obligations in the company's name or for purposes of the company for personal benefit, from conducting competing activities, or from managing a similar enterprise without partners' consent. Such conduct may constitute a material breach of the partnership agreement or competition that justifies seeking the partner's removal by court under the Companies Law.
Legal Procedure and Grounds for Removing a Partner
No partner may be expelled from a general partnership except by judicial decision at the request of another partner, pursuant to Article 23. Statutory grounds for dissolution or expulsion include persistent material breach of the partnership agreement, disputes rendering continuation impracticable, or permanent incapacity of a partner. The court may either dissolve the partnership or order continuation with the expulsion of one or more partners if that better serves the company's and remaining partners’ interests.
Practical Effects of Expulsion and Procedural Consequences
Expulsion entails updating the commercial register and, if the trade name included the expelled partner, amending the trade name—unless the name has acquired commercial goodwill and retention is authorized by the Companies Controller and, where applicable, heirs. The partnership's status after expulsion must be clarified, possibly requiring amendment of the partnership agreement or confirmation of its continuance with adjusted partner shares and procedures for settlement with creditors.
Representative Court of Cassation Decisions and Practical Lessons
The cited Court of Cassation rulings provide practical examples where courts ordered expulsion after finding that a partner harmed the company, competed with it, or diverted company resources for personal projects. Notable decisions include Judgment No. 2864/2012, which ordered expulsion and awarded damages (with the cassation appeal dismissed on procedural grounds), and Judgment No. 90/2022, which affirmed expulsion after evidence showed use of company labor and equipment for personal contracts. Practical takeaways include the need to document evidence, frame the claim properly and observe procedural requirements to avoid procedural dismissal of appeals.
Legal notice
Notice: This content is for general educational purposes only and is derived from the original article linked on the page. It does not constitute legal advice. Verify the current text of the Jordanian Companies Law, any amendments, implementing regulations and relevant deadlines by consulting official sources, and seek advice from a licensed Jordanian lawyer before taking any action.
Sources and references
Verify the official text and latest amendments before relying on this material professionally.