Jordan Company Bylaws Attestation

Bylaws and Operating Agreements Filed in Jordan

Jordanian company law expects a company’s constitutional documents to explain how it is governed: who manages it, how decisions are taken and who represents it. For a U.S. corporation, that information is in the bylaws; for an LLC, in the operating agreement. Neither is filed with a U.S. state, so for Jordan a company officer certifies a true copy before a notary, and the certified document is then authenticated and legalized by the Embassy of Jordan.

When Jordan asks for them

The Companies Control Department may request bylaws when a U.S. company registers a branch or regional office, or when it becomes a founding shareholder in a Jordanian company, so that the registry understands who may act for the foreign shareholder. Banks reviewing large facilities or guarantees sometimes ask to see the governance provisions behind a signatory’s authority. Joint venture partners and their lawyers in Amman may also want them during due diligence.

Foreign nonprofits

For U.S. nonprofits registering in Jordan, the bylaws are among the most important documents. Jordanian authorities supervising foreign organizations review the organization’s purposes, governance, membership and use of funds, so the bylaws, together with the articles, proof of existence and the resolution appointing the country director, form the core of the file. Make sure the bylaws provided are the current version, including any amendments adopted by the board.

Full text or extract

Bylaws and operating agreements can be long, and operating agreements may contain confidential financial terms. Because the document will be translated into Arabic in Jordan, a certified extract containing only the governance provisions can save time and cost, where the receiving office accepts it. Some offices insist on the complete document, so check before you decide.

Certification and legalization

The corporate secretary, or another authorized officer, signs a certificate stating that the attached text is a true, complete and current copy, in front of a notary. That certificate is authenticated by the Secretary of State and then the U.S. Department of State, before the Embassy of Jordan in Washington, D.C., legalizes it. Jordan does not accept apostilles. We prepare the online embassy request with the Jordanian MFA, pay the fee and include the duplicate the embassy keeps; allow about five working days at the embassy.