Chapter 7-3

Business Law Chapter 7 - Part 3 (Companies Law)

Page 1

• Introduction to Companies Law at German Jordanian University (GJU).

Page 2: LPS Founding

• Types of Shareholders:

  • General Partners:

    • Minimum of two partners.

    • Personally liable for the company's debts and obligations.

  • Limited Partners in Shares:

    • Minimum of three partners.

    • Liability limited to their shareholding in the company's debts and obligations.

Page 3: Capital of the LPS

• Minimum Capital:

  • Total capital must be at least 100,000 JOD with equal share value.

  • Each share's indivisible value is one Jordanian Dinar.

• Subscriptions:

  • Total capital offered for subscription cannot exceed double the shares subscribed for by general partners.

• Articles and Memorandum of Association:

  • Limited partners can define voting power and distribution of profits/losses.

  • They may also prohibit assignment of general partners' shares for a specified period.

Page 4: Address of the LPS

• Naming:

  • Name must consist of one or more general partners followed by "Limited Partnership in Shares" and its objectives.

• Liability of Limited Partners:

  • If a limited partner’s name is used knowingly, they may be treated as a general partner in dealings with third parties.

Page 5: Management of the Limited Partnership

• Management Structure:

  • Managed by one or more general partners as stated in the Partnership's Memorandum of Association.

  • Powers and dismissal follow General Partnership provisions.

  • Appointment of a manager if the position becomes vacated.

  • Supervisory Council appoints a temporary manager if general partners do not appoint.

Page 6: Application of General Partnership Provisions to General Partners

• General partner provisions as per the law apply to LPS general partners.

• Limited partners abide by regulations applicable to Limited Partnerships in Article 43.

Page 7: Application of Public Shareholding Company Provisions to the LPS

• All provisions applicable to Public Shareholding Companies apply to LPS for unaddressed matters.

Page 8: The Partnership's General Assembly

• Composition:

  • Composed of all general and limited partners.

• Rights:

  • Partners can attend meetings and vote based on their shares.

• Meeting Regulations:

  • Provisions for ordinary and extraordinary meetings are applicable from Public Shareholding Companies Law.

Page 9: The Supervisory Council

• Composition:

  • At least three members elected annually by limited partners.

Page 10: Duties and Responsibilities of the Supervisory Council

• Supervision:

  • Monitors progress and verifies accuracy of founding procedures.

• Review and Advice:

  • Examine records and contracts, provide advice, and approve actions requiring council approval.

• Extraordinary Meetings:

  • Can convene General Assembly for violations in management.

Page 11: Obligations of the Supervisory Council

• Reporting:

  • Submit an annual report of supervisory activities to shareholders.

  • Present this report at the General Assembly’s ordinary meeting and send it to the Controller.

Page 12: The Auditor

• Each LPS must have an auditor elected by the General Assembly.

• Provisions regarding auditors in Public Shareholding Companies apply.

Page 13: Dissolving and Liquidation of LPS

• Procedures for dissolution and liquidation are defined by the Partnership's Memorandum of Association.

• Otherwise, subject to Public Shareholding Company liquidation provisions.