Capital and Losses – Public Shareholding Company

This service allows a public 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 the company’s losses; paying up the authorized capital or subscription; filing the financial statements; and the withdrawal, nomination or election of the company’s auditor.

Who can use this service

Public shareholding companies.

Before using this service

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 required, observing the legal quorum for attendance and decision-making in accordance with the provisions of the law.
The minutes of the general assembly meeting (ordinary or extraordinary) are filed within the statutory period.
The approval of the regulatory and licensing authorities is obtained, where the amendment requires it.
The Minister’s approval is obtained for amendments to the memorandum and articles of association.
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 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.

Documents and supporting information

To schedule the general assembly meeting, attach:

The notice convening the general assembly meeting, including the agenda.
The declaration of the chairman of the board regarding the notice convening the meeting, using Form 5.

To implement the amendment once the meeting has been held, attach:

Minutes of the 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.
A proxy form, where attendance at the general assembly meeting of the public shareholding company is delegated or assigned to a proxy, using Form 21.
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.
A letter from the company’s auditor referring to the required amendment.
A letter from the Securities Depository Center confirming that the company has completed the subscription with it, in the case of an increase, together with a cover letter from the company.
The letter of withdrawal and the nomination or election of the company’s auditor.
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 a request to schedule the general assembly meeting

E-Services Portal

The applicant logs in to Existing Company Services, selects Filings and Financial Amendments, submits a request to schedule the general assembly meeting, and attaches the notice convening the meeting, the agenda, and the declaration of the chairman of the board.

Review the request and confirm the meeting date

E-Services Portal

CCD reviews the request and the attached documents. If the requirements are met, the meeting date is confirmed, the fees due on the notice convening the meeting are paid, and arrangements are made for the Controller or their delegate to attend.

Hold the general assembly meeting

E-Services Portal

The company holds the general assembly meeting in accordance with the provisions of the law, including the resolution on the required amendment and the consequent amendment of the memorandum and articles of association.

Submit the amendment application

E-Services Portal

After the meeting, 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

E-Services Portal

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

E-Services Portal

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

E-Services Portal

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 amendment.

Fees and processing time

Service fees

Scheduling the general assembly meeting

Filing a document: JOD 10
Attendance at the general assembly meeting: JOD 600

Implementing the amendment

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 50
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 92
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.
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 notice convening the general assembly meeting must be sent ahead of the scheduled meeting date, observing the statutory notice period, so that the date can be confirmed and the procedures completed.
2- The agenda of the general assembly meeting must include an item on the required amendment and the consequent amendment of the memorandum and articles of association.
3- 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.
4- The capital reduction announcement form is prepared in accordance with Article 115(b) of the Law.
5- 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.
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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