Jordan Board Resolution Attestation

Board Resolutions Jordanian Authorities Expect

In Jordan, a decision by a foreign company is proven by the decision itself. When a U.S. company opens an office in Amman, invests in a Jordanian company, appoints an agent or registers products, Jordanian authorities typically ask for the resolution of its board of directors, or of an LLC’s members or managers, certified by the company and legalized by the Embassy of Jordan.

Typical resolutions for Jordan

Registering a presence: the Companies Control Department generally expects a resolution to register a branch or regional office in Jordan, appoint its manager and, where relevant, state the capital assigned. Investing: a resolution approving participation in a Jordanian limited liability or private shareholding company, the amount of the investment and the person who will sign the founding documents. Agents and JFDA: resolutions approving a commercial agency or appointing a scientific office to manage product registrations. Banking and tenders: resolutions authorizing accounts, guarantees or participation in a specific government tender, and naming signatories.

Specific wording wins

Name the Jordanian company, office, tender or agent concerned, identify each appointee by full name, nationality and passport or Jordanian national number, and spell out the powers granted. A broad resolution to “pursue opportunities in the Middle East” will not satisfy a Jordanian registry. If your Jordanian lawyer has supplied wording, use it exactly. Bilingual resolutions save translation time and are common in Jordanian practice.

The form that travels

Whether the resolution was adopted at a meeting or by written consent, what normally goes to Jordan is a secretary’s certificate: the corporate secretary confirms that the attached resolution was validly adopted and remains in force, and signs that certificate before a notary. For LLCs, an authorized member or manager can certify the members’ or managers’ resolution in the same way.

Legalization

After notarization, the certificate is authenticated by the Secretary of State of the notary’s state and by the U.S. Department of State. It is then legalized by the Embassy of Jordan in Washington, D.C., which usually needs about five working days. Jordan is not part of the apostille system. Our team files the embassy request on the Jordanian Foreign Ministry platform, pays it there and sends the duplicate copy the embassy requests. Time the board meeting so that the legalized resolution arrives before your Jordanian deadline.