Jordan Certificate of Merger Attestation

Mergers With a Jordanian Footprint

When two U.S. companies merge and one of them had business in Jordan, such as registered products, a Jordanian subsidiary, an agency, trademarks or government contracts, the surviving company has to show Jordanian authorities that it has taken over. The key document is the state certificate of merger, with Embassy of Jordan legalization, usually accompanied by the survivor’s formation documents and good standing.

Competition review

Jordan has competition legislation under which some transactions affecting the Jordanian market, depending on their size and market effect, may need to be notified to the competition authority at the Ministry of Industry, Trade and Supply. This is usually assessed at deal stage rather than after closing, so involve Jordanian counsel early if either party has significant sales in Jordan. Any filing will draw on legalized corporate documents.

JFDA registrations

For pharmaceutical, medical device and food companies, the merger often means transferring product registrations from the disappearing company to the survivor, or recording the survivor as the new license holder. The Jordan Food and Drug Administration typically expects the legalized certificate of merger, updated regulatory certificates in the survivor’s name and new agent authorizations. Coordinate these so that registrations remain valid and importers can keep clearing goods.

Subsidiaries, agencies and IP

If the disappearing company held shares in a Jordanian company, the Companies Control Department records the survivor as the new shareholder. The registered commercial agency, trademark and patent registrations at the Industrial Property Protection Directorate, and contracts with Jordanian ministries or state companies also need updating, and some contracts require the counterparty’s consent. Match the names in the certificate of merger with the names in each Jordanian record.

Legalization

Order certified copies of the certificate of merger from the Secretary of State where it was filed, typically the survivor’s state. No notary is needed. Each copy is authenticated by that state and the U.S. Department of State, and legalized by the Embassy of Jordan in Washington, D.C. Jordan does not accept apostilles. We register the embassy request with Jordan’s Foreign Ministry online, pay there and include the spare copy, and the embassy usually completes its step within about five working days.