According to the Law No. (19) of 2021 (amended Companies Law) which shall come into force as of 16/10/2021, the legislator made two important amendments to the Companies Law:
First: The Law allowed all companies to make invitations for General Assembly meetings and Board of Directors meeting via electronic and digital means, provided that said meetings are managed from within the Kingdom of Jordan. Indeed, there must be administrative instructions issued for this purpose by the Minister of Industry and Trade in conformity with the Electronic Transactions Law as the Amended Law stated. According to this amendment, Article (155) of the Companies Law was suspended which stipulates for the physical presence of members of the Board of Directors in public shareholding companies’ meetings.
Second: For the intended purposes of the Anti-Money Laundering and Counter Terrorism Financing Law, the Companies Law imposes on all companies the obligation to keep a record that includes information about the beneficial owner of shares and further obliges companies to disclose to the Companies Control Department the identity of the beneficiary, their information, and any change of data within 30 working days from the date of documenting the information with the Controller. It also obliges all companies to draw a record and commit to disclosure within 3 months as of the date of 10/16/2021. However, this obligation requires the issuance of a special regulation as stipulated under Article (5/d) of the Amended Law. The legislator imposed a penalty of no less than JD1,000 and no more than JD20,000 or imprisonment for a period not exceeding one year or both of these penalties for companies that do not commit to draw record for the real beneficiary or non-disclosure of its contents and changes.
Dr. Ibrahem Amosh is the founder and managing partner of Amosh Legal Services & Arbitration, former Minister of Justice in Jordan and a holder of PhD in commercial law from the University of Edinburgh.
