Liquidation of an Operating Foreign Company

This service allows an operating foreign company to wind up its business and settle all of its rights and debts in order to determine the net balance of its assets.

Who can use this service

The company’s representative or the liquidator.

Prepare the following information and documents before submitting the certificate or extract request through the official service channel.

Requirements

Where more than one liquidator is appointed, their decisions are taken in accordance with the decision appointing them. Where that decision is silent, their decisions are taken unanimously or by their absolute majority, and where their decisions differ the matter is referred to the court for determination.
Where the liquidator’s resignation is submitted electronically, it must include a full address for the partners, be duly stamped by the Jordan Post, and be accompanied by the notice of delivery, the liquidation report, the steps taken and those outstanding, and the reasons for the resignation together with the fees and benefits received.
Where voluntary liquidation has been suspended for more than three consecutive years from the date the last step in it was recorded with the Department, the Minister may, on the Controller’s recommendation, deregister the company and announce this on the Department’s website, unless a claim or objection is submitted within one month of the date of the announcement. Where it emerges that the company has an interest or debts due from it, the Controller may cancel the deregistration decision and refer the company to the court for compulsory liquidation.
Where the company has insufficient assets to settle its debts and obligations, the Controller may require the liquidator to complete what is missing to finalize the liquidation, or may decide to refer the company to the court to consider winding up the liquidation or deregistering it.
The foreign company’s representative must sign under a valid power of attorney issued by the parent company in the country of its head office, duly certified and translated.
An operating foreign company awarded tenders to carry out its business in the Kingdom for a limited period has its registration terminated on completion of that business, and its clearance certificate is accepted as at its date of issue.
Foreign companies must disclose, at the start of each year, the details of the parent company in the country of its head office.

Documents and supporting information

The liquidation application signed by the authorized signatory in the country of the head office, or by the company’s representative, using Form ( ).
The decision approving the liquidation issued by the parent company in the country of its head office, or by its representative under a power of attorney that expressly grants the authority to liquidate.
The initial approval or no-objection of the authority awarding the tender, or of the official authority licensing the company’s business, as the case may be.
The liquidator’s written acceptance of their appointment as liquidator of the company, using Form ( ).
A certificate of no criminal record for the liquidator, or a Bar Association ID card where the liquidator is a lawyer.
The liquidator’s periodic report.
The final liquidation report, including a statement of the company’s assets and liabilities and the steps and procedures taken by the liquidator in the course of the liquidation, using Form ( ).
The decision approving the liquidation report and discharging the liquidator, issued by the parent company in the country of its head office or by its representative.
An inventory of the company’s assets taken by the liquidator immediately on appointment, together with the collection of the company’s rights, the settlement of its debts and the sale of its assets in preparation for their distribution.
Clearance certificates from the competent authorities, including the contracting authority.

Steps to complete

Review the steps below to understand where each part of the certificate or extract request process is completed.

Submit the company liquidation application

The applicant logs in to Existing Company Services, selects Liquidation and Deregistration, and uploads the documents required to be filed: the liquidation application signed by the authorized signatory in the country of the head office or by the company’s representative, the decision approving the liquidation, and the certificate of no criminal record or the lawyer’s Bar Association ID card. These must be provided to the Controller and the relevant authorities within three days of the date of the liquidation decision.

Pay the fee for changing the company’s status to “under liquidation”, following review of the application

• CCD reviews the application and the attached documents. If the requirements are met, the applicant receives a message stating the fee due so that payment can be completed.

• CCD changes the company’s status to “under liquidation” and publishes the announcement in the daily newspapers.

• The liquidator issues a Company Information Record to present to the relevant authorities.

Attach the clearance certificates, the liquidation report, and the parent company’s approval of the report

After three months from the date of the first announcement, and within no more than ten days from the date of the liquidation request, the liquidator provides the Controller with:

• a periodic report to the Controller every three months on the progress of the liquidation;

• the final liquidation report, once approved by the authorized signatory in the country of the head office or by the company’s representative.

If the requirements are met, the liquidator receives a message stating the fee due so that payment can be completed.

Pay the fee for changing the company’s status to “dissolved”

• The liquidator pays the service fee through the electronic payment system.

• The liquidation certificate is issued electronically and made available on the CCD website under “Inquiry and Issuance of a Certificate of Dissolution / Deregistration”.