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Issuance of instructions for registering branches of foreign investment funds in the Official Gazette

Amman Today

publish date 2023-06-02 23:00:00

In the latest issue of the Official Gazette, instructions were issued to register operating branches of foreign investment funds in the Investment Funds Registry No. 12 of 2023, in accordance with Article 56 of the Investment Environment Regulation No. 7 of 2023.

Instructions for the conditions for licensing the managing partner in the Private Investment Fund No. 13 of 2023 were also issued pursuant to Articles 44 and 193 of the same system.

And instructions were issued for the partners to assign their shares in Investment Fund No. 14 of 2023, according to Article 193 of the same system.

The instructions for registering operating branches of foreign investment funds allow the fund registered outside the Kingdom to register a branch in the Kingdom if it is owned by a Jordanian partner and a foreign managing partner registered abroad, provided that both partners are legal persons, or if it is wholly owned by a foreign managing partner and partners. Foreign shareholders registered abroad, provided that the foreign managing partner is a legal person, or that the sovereign investment fund is owned by countries or international bodies.

The capital of the foreign investment fund that wishes to register a branch in the Kingdom must not be less than the capital of the Jordanian private investment fund registered in accordance with the provisions of the system.

A branch of a foreign investment fund registered outside the Kingdom is registered by submitting an application with the Registrar attached to it the documents translated into Arabic and duly certified by the notary public, namely: a duly certified recent registration certificate for the fund, the original partnership agreement or a certified copy thereof or something similar. In the home country, a duly attested recent registration certificate for each of the managing partners, a duly attested recent registration certificate for the shareholder if he is a legal person, the name of the shareholder in the investment fund and a copy of all personal data if he is a natural person duly attested, data Duly audited financial statements for the last two years of the fund in its head office, and a duly certified copy of the power of attorney under which the managing partner authorizes a person residing in the Kingdom to undertake the registration procedures and carry out all necessary procedures with the Ministry and official authorities, and an acknowledgment by the managing partner or the agent submitting the request stating the validity of the submitted documents. .

The registrar has the right to request any additional documents or information from the foreign investment fund for the purposes of registering a branch for it in the Kingdom.

The Registrar issues his decision approving the registration of a branch of the foreign investment fund within fifteen working days from the date of submission of the application that completes all the requirements and issues a certificate of registration of the branch of the foreign investment fund that enjoys the Jordanian legal personality after paying the service fees determined according to the instructions issued for this purpose, and he has the right to reject the application if it becomes clear That the partnership agreement or its equivalent in the mother country contradicts the provisions stipulated in the legislation in force.

Regarding the instructions for licensing the managing partner in the private investment fund, it is not permissible to practice the business of the managing partner in the private investment fund except after obtaining a license from the minister in accordance with the principles and conditions specified by the provisions of these instructions and the decisions issued pursuant thereto, and the minister may, in exceptional and special cases, approve the legal person other than Those who fulfill the principles and conditions of these instructions may practice the business of the managing partner in the Private Investment Fund, provided that he fulfills the principles and conditions of licensing as a managing partner within a period not exceeding one year from the date of the Minister’s approval.

The Minister forms a committee from the Ministry’s employees called the Partner Licensing and Follow-up Committee (Manager).
Examining the papers and papers submitted for the purpose of licensing the managing partner to manage the private investment fund and correcting his status after registering the private investment fund, and issuing its recommendation to accept or reject the application to the minister to take the appropriate decision in this regard, and to follow up on the licensed managing partner or who obtained the approval of the minister in accordance with the provisions of paragraph (b) of Article ( 3) From these instructions and to submit periodic reports to the Minister in this regard, with recommendations to take any measures it deems necessary.

In order for the managing partner to be licensed in a private investment fund, it is required that it be registered in the Kingdom as a limited liability company, a venture capital company, or a private joint stock company, and that the number of the managing partner’s founders is not less than two, and one-person companies may not be licensed, and that the managing partner’s capital is not less than For one hundred thousand Jordanian dinars, and that the capital of the registered company be paid in full by all partners or shareholders in accordance with the provisions of the Companies Law.

Whoever assumes the position of general manager or CEO of the managing partner is required to have a first university degree as a minimum in the field of business administration, financial investments, banking, or any specialized university certificates and degrees related to the work of the investment fund, and to have practical experience of no less than For (10) years in the field of managing investment funds or in institutions or areas similar in their work to the work of investment funds, and that he be of good conduct and behavior and has not been convicted of a felony or misdemeanor involving moral turpitude, such as bribery, theft, embezzlement, abuse of credit, tax evasion, issuance of a check without balance, forgery and false testimony Or any of the crimes against morals and public morals, and that he is not incapacitated, or his insolvency has been decided, or his bankruptcy has been previously declared, unless he has been rehabilitated.

The Minister issues his decision regarding the managing partner’s licensing application within fifteen working days from the date of registering the application with the Registrar.

Regarding the instructions for the partners to transfer their shares in the investment fund, the partners submit a request to transfer their shares in the private investment fund, along with the following documents:

A- A duly certified copy of the partnership agreement signed by the assigning partner with a cover letter from the managing partner validating the partnership agreement.

B- The assignment documents have a fixed date signed by the assigning partner and the assigning partner before the Registrar or before a licensed notary public. If they are signed before a foreign notary public, they must be duly authenticated.

C- The approval of the other managing partners on the assignment in the event that the transferor is one of the managing partners, and if the investment fund consists of one managing partner, the approval of the shareholder partner and the identification of the new managing partner shall be attached to the application.

D- The approval of the managing partner, if the assignor is one of the shareholding partners.

E- An acknowledgment by the assigning managing partner of his responsibility for the obligations of the investment fund that arose before his exit as a managing partner and duly signed, unless otherwise agreed between the assigning managing partner, the assigning managing partner and the creditor of the obligations.

F- A duly certified registration certificate showing the authorized signatory if the assignee is a legal person, the purchase approval decision, and a duly certified power of attorney in the name of the person who will sign the assignment deed.

G- An acknowledgment from the assignee that there are no restrictions preventing the assignment process from being carried out mechanically and duly signed.

H- A letter indicating the non-objection of the party that signed the mortgage or seizure or the holder of security rights on the shares to be assigned duly signed in the event that there are any mortgages, attachments or security rights on the shareholding rights to be assigned and a copy of the security and mortgage rights record kept with the managing partner In accordance with the provisions of Article (52) of the system.

I- Tax clearance of the assignee from the Income and Sales Tax Department.

j- An acknowledgment by the assignee that he is the real beneficiary of the transfer of shares in the investment fund in accordance with the requirements of the real beneficiary record system.

K- All power of attorneys duly certified, if any.

L- A list of the names of the partners in the investment fund before the assignment process. (Petra)

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Jordan News

Source : اخبار الاردن

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