Capital and Losses – Private Shareholding Company

This service allows a private shareholding company to make the required amendment and have it recorded in its memorandum and articles of association and its file at CCD, once the legal requirements are met and the necessary approvals are obtained. It covers: increasing, reducing or restructuring the company’s capital; writing off losses; paying up the company’s authorized capital or subscription; filing the financial statements; and the withdrawal, nomination or election of the company’s auditor.

Who can use this service

Private shareholding companies.

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

Requirements

The application and required documents are submitted through CCD’s electronic services.
A general assembly meeting (ordinary or extraordinary) is held according to the type of procedure, observing the legal quorum for attendance and decision-making in accordance with the provisions of the law and the company’s articles of association.
The minutes of the general assembly meeting (ordinary or extraordinary) are filed within the statutory period.
Where the amendment requires the approval of official authorities, CCD corresponds electronically, unless the amendment requires prior approval to be submitted with the application.
The provisions of the Investment Environment Regulation on restrictions on ownership ratios and economic activities are observed.
The company’s authorized capital must be paid up within three years of the date of registration or of the date of the capital increase, as the case may be. After the statutory period has elapsed, it is reduced by operation of law to equal the subscribed capital.
The company must file its financial statements within the four months following the end of the financial year, have them approved, and elect an auditor for the following year. Where the company prepares consolidated financial statements, it must also attach the separate financial statements, each approved by the general assembly.
Where the company’s general assembly fails to elect an auditor, or the elected auditor withdraws, an auditor is appointed in their place.
The procedures for reducing the company’s capital are completed after the statutory period prescribed by law has elapsed.
There must be no attachments, mortgages or other restrictions on the shares in the company where its capital is being reduced because it exceeds its needs.

Documents and supporting information

Minutes of the extraordinary general assembly meeting at which the amendment was resolved, using the form for the amendment concerned: increasing the company’s capital, Form 2; reducing the company’s capital, Form 3; writing off losses, Form 4; restructuring the company’s capital, Form 5.
Minutes of the ordinary general assembly meeting approving the balance sheet, using Form 1.
A written delegation, where another person is delegated to attend the extraordinary general assembly meeting, using Form 22.
A declaration by the chairman of the board, where the meeting was held electronically or attendance was below 100%, using Form 6.
The amended memorandum and articles of association.
An undertaking signed by the chairman of the board and the secretary confirming that no amendments have been made to the company’s memorandum and articles of association beyond those set out in the attached minutes, given on their legal responsibility, using Form 23.
The letter of withdrawal and the nomination or election of the company’s auditor.
The bank deposit letter, where the company’s capital is being increased by cash deposit.
Any additional approvals or documents requested by CCD or the competent authorities, depending on the nature of the amendment.

Steps to complete

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

Submit the amendment application

The applicant logs in to Existing Company Services, selects Filings and Financial Amendments, and uploads the minutes of the general assembly meeting, the amended memorandum and articles of association, and the required declarations and undertakings.

Review the amendment application and obtain the necessary approvals

CCD reviews the application and the attached documents, verifies that the proposed amendment complies with the applicable requirements, and completes the procedures for the necessary approvals, as the case may be.

Pay the fees due on the amendment

Once the application is accepted and the procedures are complete, the applicant pays the fees through the electronic payment system.

Record the amendment and update the company’s data

CCD records the amendment and updates the company’s data in its Company Information Record and file. The company can then obtain an updated Company Information Record reflecting the new legal amendment.

Fees and processing time

Service fees

Filing the minutes of a general assembly meeting: JOD 10
Filing other documents: JOD 10 per document
The amended memorandum and articles of association: JOD 20
Changes fee: JOD 20
Changes publication fee: JOD 25
Capital increase, including a capital increase on restructuring: stamp duty of 0.003 plus a capital increase fee of 0.002
Capital reduction announcements: JOD 138
Late filing penalty: JOD 1 for each day of delay, where the minutes of the general assembly meeting are not filed within the statutory period.

Processing time

One working hour, once all documents and approvals are complete and the fees are paid.

Overall completion depends on the following stages:

Filing the meeting minutes and required documents.
Obtaining the necessary approvals, where required.
Paying the fees due.
Recording the amendment and updating the company’s record.

What you receive

The amendment is recorded in the company’s record and file at CCD, and an updated Company Information Record reflecting the amendment can be issued.

Additional Note

1- The minutes of the general assembly meeting must be filed within ten days of the meeting date. Late filing incurs a penalty of JOD 1 for each day of delay.
2- Any special provisions in the company’s memorandum and articles of association must be observed.
3- A general or special power of attorney drawn up outside the Kingdom must expressly state the legal powers required for the purpose, and must be duly certified and dated within the last 30 days, either by endorsement of a notary public in Jordan or in the country of issue.
4- The amendment may require additional approvals from the competent authorities, depending on the nature of the amendment, the company’s objectives, or its licensed activity. CCD corresponds electronically with the authorities concerned to obtain them, unless the amendment requires prior approval to be submitted with the application.
5- Any document drawn up or signed outside the Hashemite Kingdom of Jordan must be certified by the legal authorities in that country, by the representative of the Hashemite Kingdom of Jordan in that country, if any, and by the competent Jordanian authorities, as if it had been drawn up within the Kingdom.
6- The capital reduction announcement form is prepared in accordance with Article 82 bis (b) of the Law.
7- Where losses are written off against amounts owed to third parties, or against partners who did not attend the meeting, a no-objection letter from them approving the use of those amounts must be attached.
8- Where the amendment to the company’s capital results in any change to the ownership structure, the beneficial owner must be disclosed electronically within 30 days of the date of the legal amendment, for the purposes of anti-money laundering and counter-terrorist financing procedures.
9- An amendment takes effect in CCD’s records only once the required documents are complete, the fees are paid, and the amendment has been recorded by CCD.

Ready to proceed? Use the official e-services portal to submit or continue your application.

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