Shmaisani-Hussaini Complex,
Shmaisani, Amman, Jordan
1. Overview of Government Policies and Practices
Jordan's investment laws generally treat foreign investors the same as local investors, allowing unrestricted investment in most economic sectors. The Investment Law No. 30 of 2014 ensures no ownership limitations for foreign nationals in Jordanian Free Zones or Special Economic Zones. Restrictions do apply in sectors deemed of national interest, though these are not enforced on companies listed on the Amman Stock Exchange. Special provisions exist for investments by Arab sovereign funds and Arab and foreign investment corporations. Investments surpassing certain economic concentration thresholds require competition clearance. National security concerns are indirectly managed during the company incorporation and licensing processes. While the Central Bank of Jordan regulates exchange rates, there are no current restrictions on foreign currency payments and exchanges.
2. Key Laws Governing Foreign Acquisitions and Investments
Several laws regulate foreign investments in Jordan:
- Companies Law No. 22 of 1997
- Investment Law No. 30 of 2014 and its regulations, including Regulation No. 77 of 2016 and Investment Window Regulation No. 32 of 2015
- Competition Law No. 33 of 2004
- Jordan Investment Fund Law No. 16 of 2016
3. Scope and Application of Investment Laws
Foreign investors must register with the Companies Control Department (CCD) at the Ministry of Industry and Trade, which oversees the investment and registration process. The CCD ensures compliance with foreign ownership limits, preliminary approvals, and national interest restrictions. The Investment Law provides basic protections and benefits for foreign investors and establishes a one-stop shop for registration and licensing. Restrictions on foreign ownership apply to certain sectors and activities, detailed under the NJIR.
4. Definition of Foreign Investor
Jordanian laws define 'investor' as anyone engaging in economic activities in Jordan. The NJIR specifies 'non-Jordanian investor' as a person or entity holding non-Jordanian nationality or established outside Jordan. 'Foreign capital' encompasses various forms of non-Jordanian investments in Jordan.
5. Special Rules for SOEs and SWFs
There are no general special rules for foreign SOEs or SWFs, but specific projects may be reserved for entities established by Arab sovereign funds and Arab and foreign investment corporations, under the Investment Fund Law.
6. Competent Authorities for Review
The CCD and the Jordanian Securities Commission review mergers and acquisitions for national interest concerns, liaising with relevant government or security departments. The Higher Technical Committee handles projects under the Investment Fund Law, and the Competition Directorate manages competition clearance.
7. Discretion in Approving or Rejecting Transactions
Authorities have significant discretion in approving or rejecting transactions on national interest grounds.
8. Jurisdictional Thresholds and Filing Requirements
All foreign investors must register with the CCD. For transactions involving economic concentration, competition clearance is required if the total market share exceeds 40%. Filing for national interest and competition clearance must be done before completing transactions.
9. National Interest Clearance Procedure
Investors must submit applications to the CCD, which coordinates approvals with relevant authorities. For competition clearance, applications are submitted to the Competition Directorate, which involves a public announcement and consultation process.
10. Responsibility for Securing Approval
The investor is responsible for submitting applications and following up with authorities. Both investor and target may need to secure competition approval.
11. Review Timelines
Approvals from authorities other than security departments usually take five to seven business days. Security department approvals vary based on factors like the investor's nationality. The competition clearance process can take up to 160 days.
12. Pre-closing Review Requirement
Transactions cannot be closed without necessary approvals. Non-compliance with competition clearance can lead to transaction reversal and fines.
13. Pre-filing Guidance and Informal Procedures
While informal guidance may be obtained, accuracy is not guaranteed, and some authorities do not provide pre-filing advice.
14. Use of Specialists in Review Process
There are no designated specialists for supporting transaction reviews.
15. Post-closing Review Powers
Authorities, particularly the Minister of Industry and Trade, have powers to address transactions completed without necessary competition clearance.
