The Ultimate Beneficial Owner Registry Regulations (the "Regulations), apply to all companies incorporated in the Hashemite Kingdom of Jordan, including those owned or controlled by foreign entities or legal arrangements.

According to the said Regulations, companies are obliged to comply with the provisions of the Regulations as of February 1, 2023, which requires companies to disclose the ultimate beneficial owner, as per the criteria set under the Regulations, by way of completing the forms required by the Companies Control Department (CCD). The CCD has therefore published three types of forms, as per the Regulations, which shall be completed by the concerned companies as follows:

1. Form A. This form shall be filled and completed by all types of companies registered in Jordan, except for companies exempted by virtue of the provisions set out in the Regulations, or those required to alternatively complete Form B or Form C as set out hereunder.
2. Form B. This form shall be filled and completed by any public shareholding company
   (listed companies in the stock market), or otherwise ultimately owned in full or partially, by a listed company in any stock market.
3. Form C. This form shall be filled and completed by any company which a governmental entity holds shares in and/or ultimately owns any portion of shares in such company.

In addition to the foregoing, companies must submit to the CCD the company’s information sheet and disclosure undertaking in the form provided by the CCD, along with one of the aforementioned forms, as applicable.

All companies must also adhere to maintaining a ‘Register of Shareholders’ within its records, without the obligation to submit such Register to the CCD.

The Regulations also explicitly provided that the only exempted companies from these regulations are the companies under liquidation, restructuring, and companies fully owned by governmental entities.

The Regulations set that the companies must declare any changes to any of the above information, within thirty (30) business days from the date of occurrence of nay such change. The same forms, in the event no change was made to the information contained therein, must be submitted to the CCD at the beginning of each year, confirming that the information therein remains the same without any changes.

It shall also be noted that those who fail to comply with the obligations imposed by the Regulations, shall be subjected to a penalty of not less than 2,000 JOD and not greater than 20,000 JOD, or by imprisonment for a period not exceeding one year, or both penalties.

We are equipped to advise potential and existing clients to understand the regulatory impact of this new regime on their businesses. Please do not hesitate to contact us for further assistance.