Business Law

Chapter 7 – Part 3 (Companies Law)

 LPS
Founding of a LPS consists of 2 types of
shareholders:
•General Partners: Their number shall not be
less than two and they shall be liable for the
Company's debts and obligations in their
personal property.
•Limited Partners in Shares: Their number shall
not be less than three, and each partner shall be
liable for the company's debts and obligations in
proportion to his shareholding.
 Capital of the LPS
• The capital of the Limited Partnership in share shall not be
less than 100,000 JOD having equal value.
• The value of each indivisible share is one Jordanian Dinars,
provided that the Partnership's capital offered for
subscription shall not exceed double the shares subscribed
for by the general partners in the partnership.
• Limited partners may agree in the LPS Articles and
Memorandum of Association to the existence of types of
shares that have a voting power and on the method of
distributing profits and losses. They may also agree on the
prohibition of assigning general partners' shares within a
certain period from the date of founding.
 Address of the LPS
• The name of the LPS shall be formed from one
name or more of the general partners,
provided that the name is followed by the
words "Limited Partnership in Shares", and
what is indicative of its objectives.
• The name of the limited partner may not be
indicated in the partnership's name. If the
name of the limited partner was stated with
his knowledge, he shall then be considered a
general partner before bona fide third parties.
 Management of the Limited Partnership
The LPS shall be managed by one or more general partner(s), whose number,
authorities and duties are indicated in the Partnership's Memorandum of
Association. Their powers, responsibilities and dismissal shall be subject to the
provisions applied to authorized partners in the General Partnership.
If the position of the manager of the LPS becomes vacant at any time and for
any reason whatsoever, the general partners shall appoint a manager from
amongst them. In the event they fail to do so, the Supervisory Council provided
for in Article (84) of this Law shall appoint a temporary manager to undertake
the management of the Company, provided that the Partnership's General
Assembly shall be called upon to convene within thirty days from the date of
the appointment of the temporary manager to elect a manager from amongst
the general partners.
 Application of General Partnership Provisions to
General Partners in the Company

The provisions of the General Partnership

stipulated in this Law shall apply to general
partners in the LPS. A limited partner in this
Partnership shall be subject to the provisions
provided for in Article (43) related to the Limited
Partnership.
 Application of the Public Shareholding Company
Provisions to the LPS

The provisions for Public Shareholding

Companies stipulated in this Law shall apply to
LPS in all matters not provided for in this part.
 The Partnership's General by shares Assembly
• The General Assembly of a LPS shall consist of all the general and the limited
partners. Each one of the partners shall have the right to attend the
Partnership's General Assembly meetings, whether ordinary or extraordinary
meetings of the General Assembly, to discuss the issues presented before it and
to vote on any decisions made. Each partner shall have a number of votes in the
General Assembly equal to the number of his shares in the Partnership's capital.
• The provisions for ordinary and extraordinary meetings of the General Assembly
of Public Shareholding Companies which are stipulated in this Law shall apply to
the meetings of General Assemblies of Limited Partnerships in Shares.
 The Supervisory Council
Each LPS shall have a supervisory council composed of at least
three members who shall be elected annually by the limited
partners from amongst them for one year in accordance with
the procedures stipulated in the Partnership's Memorandum of
Association.
 Duties and Responsibilities of the Supervisory Council
The supervisory council of the LPS shall assume the following duties and
responsibilities:
•To supervise the progress of the Partnership's operations, to verify the accuracy
of the founding procedures thereof, and to request the Partnership's manager to
furnish the council with a detailed report on the said operations and procedures.
•To examine the Partnership's records, registers and contracts and to prepare an
inventory of the Partnership's properties and assets.
•To give advice on issues that the council deems important to the Partnership or
on issues submitted thereto by the manager(s).
•To approve any actions and business which the Memorandum of Association of
the Partnership states that the execution thereof requires the approval of the
council.
•To invite the Partnership's General Assembly to an extraordinary meeting should
it become evident to it that violations have been committed in the course of
managing the Limited Partnership. The violations shall be presented to the
General Assembly.
 Obligations of the Supervisory Council
The supervisory council of a LPS shall submit to
the shareholders in the Partnership at the end
of each fiscal year a report on the supervisory
activities carried out thereby and the results
thereof. This report shall be presented to the
General Assembly of the Company at its annual
ordinary meeting. A copy of same shall be sent
to the Controller.
 The Auditor
Each LPS shall have an auditor to be elected by its
General Assembly. The provisions concerning
auditors in Public Shareholding Companies
stipulated in this Law shall apply to the said
auditors.
 Dissolving and Liquidation of LPS
The LPS shall be dissolved and liquidated in the
manner determined by the Partnership's
Memorandum of Association. Otherwise, it shall
be subject to the provisions for the liquidation
of a Public Shareholding Company.