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Abdallah Hameed Al Ghuwairi & Abdulwahab Abdullah, The Impact of the Transformation
and Merger of the One-Person Company with Limited Liability on Her Legal Personality,
9 TECHNIUM Soc. Sci. J. 271 (2020).

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Abdallah Hameed Al Ghuwairi & Abdulwahab Abdullah, The Impact of the Transformation
and Merger of the One-Person Company with Limited Liability on Her Legal Personality,
9 Technium Soc. Sci. J. 271 (2020).

APA 7th ed.

Al Ghuwairi, A., & Abdullah, A. (2020). The Impact of the Transformation and Merger
of the One-Person Company with Limited Liability on Her Legal Personality. Technium
Social Sciences Journal, 9, 271-287.

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Abdallah Hameed Al Ghuwairi; Abdulwahab Abdullah, "The Impact of the Transformation
and Merger of the One-Person Company with Limited Liability on Her Legal
Personality," Technium Social Sciences Journal 9 (2020): 271-287

McGill Guide 9th ed.

Abdallah Hameed Al Ghuwairi & Abdulwahab Abdullah, "The Impact of the Transformation
and Merger of the One-Person Company with Limited Liability on Her Legal Personality"
(2020) 9 Technium Soc Sci J 271.

AGLC 4th ed.

Abdallah Hameed Al Ghuwairi and Abdulwahab Abdullah, 'The Impact of the
Transformation and Merger of the One-Person Company with Limited Liability on Her
Legal Personality' (2020) 9 Technium Social Sciences Journal 271

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Al Ghuwairi, Abdallah Hameed, and Abdulwahab Abdullah. "The Impact of the
Transformation and Merger of the One-Person Company with Limited Liability on Her
Legal Personality." Technium Social Sciences Journal, 9, 2020, pp. 271-287.
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Abdallah Hameed Al Ghuwairi & Abdulwahab Abdullah, 'The Impact of the Transformation
and Merger of the One-Person Company with Limited Liability on Her Legal Personality'
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 Technium Social Sciences Journal
Vol. 9, 271-287, July 2020
j ISSN: 2668-7798
www. techniumscience.com

The impact of the transformation and merger of the one-

person company with limited liability on her legal personality

Abdallah Hameed Al Ghuwairi 1 , Abdulwahab Abdullah2

12israUniversity of Jordan
abdallah.alghuwairi c'iu.edu.jo'

Abstract. This study discussed the legal texts that treat the conversion and merger of one-person
limited liability company, which is considered as a type of limited liability company and subject
to its provisions. Jordanian law regulates the provisions relating to the conversion of the company
in articles, the law defines the form in which a limited liability company may be referred to in
article, "a public shareholding company". The study discussed the definition of the transfer of
the company, the required conditions and the procedures and effects of the transfer to the others
and creditors, and also dealt with articles which relating of merger provisions, and the concept
of merge was defined, the conditions and methods in which it is carried out and its procedures
and the objection there to has been identified as challenging its invalidity and the legal effects
that it entails. The researcher followed the descriptive method and analyzed and compared texts
dealing with the conversion and merger of the one-person company with limited liability. The
study focused on the impact of conversion and merger on the legal personality of the company.
The study was divided into two sections, and each section was divided into three demands, and
concluded the study by presenting a set of recommendations

Keywords. One-person limited liability company, conversion, merger, legal personality for
company

Introduction
"The one-person company that has emerged from the company has a limited liability type
(SHYYAB, 2012), and it is considered a new type of company developed in the Jordanian
Companies Law No. (22) for the year 1997 and its amendments, and this company is
characterized by ease and flexibility in moving and changing from one form to another or
merging With other companies, it transforms from a limited liability company into a joint stock
company or merges with it, as appropriate, and the one-person company is owned by one
person, whether this person is natural or moral, and is an exception to the original principle that
requires the number of partners to be two or more (Article 90 / The Jordanian Companies Law),
and the single partner in the one-person company exercises all the powers vested in the partners,
and he alone and in his individual will makes the decision to transform or merge and move from
the individual form to the collective form and according to legal procedures, and the fact that
the one-person company is a form of limited liability companies, so it applies It has the legal
rules established for it, taking into account the differences between them.
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Research problem
The study deals with the impact of the one-person company's transformation and merger on its
legal personality. The legislator organized the transformation of the limited liability company
and its merging into articles (from 217 to 239) of the Companies Law, the transformation of the
limited liability company and its merger, and the merger of the company raises many legal
problems, including the problem of objection The decision to convert or merge, including the
problem of assessing assets, and the claims of companies wishing to convert or merge, including
the right of creditors to object to the conversion or merger according to each case, the difficulty
of obtaining judicial rulings related to the conversion and merger of a single person company
and the lack of specialized references that dealt with the provisions of transformation or merger
One-person company, and the importance of these and other problems came this study.

Research questions:
The study answers several questions about:
1- What are the legal provisions that apply to the one-person company, especially since the
Jordanian law has not singled out an independent regulation and I am satisfied with dealing
with the texts mentioned in articles (53 / b), (90 / b) and (65) bis of the companies law.
2- Is a one-person company with limited liability subject to the same provisions that apply to a
company with limited liability.
3- What are the conditions and procedures for the conversion and merger of a one-person
company and the regulatory rules that it is subject to.
4- What is the effect of the transformation or merger on the corporate personality of the
company?

Study methodology and plan:

The study relied on the descriptive and analytical approach through describing the topics related
to the research and the transformation of legal texts that dealt with the transformation and
merger of the one-person company, and the effect of transformation and integration on the
corporate legal personality, and the study will be divided into two subjects according to the
following plan:
The first topic: Transformation of a one-person company with limited liability.
The first requirement: Defining the intended conversion of a one-person company with
limited liability
The second requirement: conditions for the conversion of a single-person company with
limited liability.
The third requirement: the effects of the transformation of the one-person company with
limited liability.
The second topic: the merger of the one-person company with limited liability.
The first requirement: the concept of integration and the ways in which it is carried out.
The second requirement: the provisions related to the merger of the one-person company with
limited liability.
The third requirement: the effects of the merger of the one-person company with limited
liability.

The first topic

Transformation of a one-person company with limited liability
Most of the legislation, including Jordanian legislation, dealt with the issue of corporate
transformation, and most companies resort to converting from one form to another to confront

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the economic changes and developments facing companies during the conduct of their business,
and the change of the company's form from one form to another which results in the company
being subject to a new legal system (Al-Aqili, 1997) DAUBLON, 1986, which necessitates
making fundamental amendments to the company's articles of association and articles of
association, and the Jordanian Companies Law dealt with the transformation of companies in
articles from (215) to (239), and this topic deals with determining what is meant by the
transformation of the one-person company and the conditions and procedures for its
transformation and the effects This entails three demands.

The first requirement

Determine what is meant by transforming the company of a person with limited liability
The transformation of the company is intended to change its legal form from the one on which
it is present to another form of other commercial companies (Taha, 2001) (ALFANDARI,
1996), in a manner that suits the will of the partners and in accordance with the provisions of
the law without that resulting in the emergence of a new legal person, but rather remains for the
company Its legal personality that has arisen since its establishment (Al-Aqili, 2001, 1980,
CATALA) whether the company consists of a single partner or consists of a number of partners,
and Article (218) of the Companies Law has permitted the company with limited liability to
convert into a public shareholding company.
And the Jordanian legislator did not create a special regulation for the one-person company
independently, as it is in fact a form of limited liability companies, which results in applying
the general provisions regulating the limited liability company on this company, as a limited
liability company (judges, 1998). The article referred to above stated that: "The Minister, upon
the recommendation of the observer, may agree to convert the limited liability company or the
limited partnership company or the private joint stock company into a public joint stock
company within thirty days from the date of submitting the application referred to in Article
(225) of this law After completing the following procedures:
A- Estimate the assets and liabilities of the company wishing to convert by a committee of
experts and specialists formed by the minister, provided that a legal auditor is among them, and
the minister determines the fees for this committee at the company's expense.
B- Written approval of the transfer from creditors who own more than two-thirds of the debt
owed by the company. "
From the above it is clear to us the following:
First: The legislator permits the one-person company, if it is found with the single partner in it
who has all the powers and powers granted to the General Authority in multi-partner companies,
the desire to convert to another form to do so by his own will.
Second: The legislator has restricted the form in which the limited liability company is
permitted to convert to it and is mandatory and it is the form of a public joint-stock company,
meaning that the legislator has not permitted the limited liability company to convert to any
other form, and the Jordanian legislator's direction came in contradiction to many Arab
legislations, including Egyptian law (Article 136, of the Egyptian Law) and the Emirati (Article
273 of the Emirati Law), which permits the limited liability company to choose, after its
formation, another form it deems appropriate for its activity, and neither legislation
compulsorily specifies the form that the existing company can convert to, meaning that it is
permissible A limited liability company may choose any of the companies stipulated in the
Companies Law (Qalioubi, 2008), (CATALA, 1980), and this is in contradiction to the
Jordanian law.

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Third: The Jordanian law obligated the company wishing to convert, whether it was a limited
multi-partner liability or composed of a single partner to submit a request in this regard to the
observer, and that the provisions mentioned in Article (225) of the same law be taken into
account, and after completing the procedures mentioned in the two paragraphs ( A + B) from
Article (218) referred to.
The researchers believe that the one-person company, which is one of the types of the company
with limited liability, can transform into a company with a limited liability of multiple partners,
and it can also transform into a public joint stock company as mentioned in the above-
mentioned article.

The second requirement

Conditions for converting a one-person company with limited liability
Article (217) of the Jordanian Companies Law stated that "a limited liability company .... may
convert to a public joint stock company in accordance with the provisions stipulated in this law
...". From the text, it is clear that the Jordanian law permits the company with limited liability,
and after its formation and commencement of its transformation business, it determines for it
in a mandatory manner the form it converts to, meaning that it limits the possibility of
converting the limited liability company, whether there is a multiplicity of partners or whether
it consists of a single partner.
It would be preferable if the Jordanian law did not specify the form of the company to which
the public shareholding company is permitted to leave, to leave the field open to the single
partner in the limited liability company - or to the partners if it includes a number of partners -
to choose the form that the partners wish to convert to as long as the desired company form
Conversion to it is appropriate and consistent with its commercial activity. Articles (217) and
(218) of the Companies Law indicated the conditions and procedures to be observed when
wanting to transform the limited liability company. Of course, the text applies to the one-person
company that wishes to convert into a public joint stock company, and the conditions are
summarized the procedures are as follows:

First: Submit a request to convert the company from the single partner:
The fact that a one-person company has a special nature that distinguishes it from other
companies, namely that the partners are only one person (Al-Saffar, 2016), the company owns
and manages it and he is the decision-maker in choosing the transformation of the company
from a limited liability to a public shareholding and submit an application in accordance with
Article (217) of Jordanian law that required the application to be submitted to the observer,
accompanied by the following:

(1) The General Assembly's decision to approve the transfer:

As we have already mentioned, the one-person company is distinguished by a special nature as
it consists of a single partner in the company and in line with the text of paragraph (a) of Article
(217) of the Companies Law, if the transformation of the company requires a decision by the
general body of the company to transfer, and the single partner in the one-person company
represents the general body It is for him and his individual will to issue the decision to convert
the company into a public joint stock company if the required conditions are met.

(2) Paragraph (b) of Article (217) indicated that the sole partner in his decision to convert the
company must be based on the reasons and justifications for the transformation: i.e. the
transformation must be based on an economic and financial study showing the conditions of
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the company and what it will be like after the transformation, and well the legislator has done
a link Agreeing that this condition is necessary, because the limited liability company, including
the one-person company, is subject to a different legal form and system than the public joint-
stock company, which requires changing the basic system and concluding a new basic system
that fits with the nature and shape of the new company intended to be converted according to
the provisions of the law (Article 95, the Companies Law Jordanian), and the single partner
must observe all the formal and substantive conditions that the law requires in the company to
which he intends to convert, for example (oh my, 2017):
(A) Article (95) of the law sets the minimum authorized capital in the public joint-stock
company at the amount of (500,000) thousand dinars, and the minimum capital subscribed to
(100,000) thousand dinars or (20%) of the authorized capital, whichever More, and in
accordance with the provisions of Article (220) of the Companies Law, the conversion does not
take place if the capital resulting from the re-estimate is less than the minimum capital of the
company, the public contribution estimated under this law, and the same article indicated that
in such a case it follows the legal procedures for raising the capital The public shareholding
company stipulated in this law (Articles 197 / A / 2, 112 and 113, Jordanian Companies Law).
(B) Paragraph (c) of Article (90) of the same law stipulated that a public shareholding company
derives its name from its objectives, provided that it follows it wherever the phrase (a limited
public joint stock company) is mentioned.
(C) Paragraph (b) of Article (90) permitted a single person in a one-person company to convert
it into a public joint-stock company. It stipulated: "B- Subject to the provisions of Paragraph
(b) of Article (99) of this law," the Minister may Upon a justified placement from the observer,
agreeing that the founder of the Public Shareholding Company Limited be one person, or that
the ownership of the company be transferred to one shareholder in the event of buying all its
shares.
(3) Paragraphs (c, d, e) of Article (217) of the Jordanian Companies Law obligated the single
partner before the transformation to include the request to submit the annual budget for the two
fiscal years preceding the transformation request: provided that the company has achieved net
profits during either of them And provide evidence that the company's capital is fully paid, and
provide a statement issued by the company that includes preliminary estimates of the
company's assets and liabilities (Article 217, Jordanian Companies Law).
(4) Registration and publication procedures: In accordance with the provisions of Article (220)
of the Companies Law, the transformation of the company is conditional upon completing the
procedures for registration and publication and taking into account the capital of the company.
This text is in line with the change in the company's transformation to another form and its
subjection to a different legal system (Serieddine, 2001) Therefore, the legislator suspended the
approval of the transformation after completing the necessary registration procedures for the
company, its month, and the publication determined according to the Companies Law. These
procedures include the company establishment contract and its articles of association, and the
payment of the prescribed fees that come after obtaining the approval.
The third requirement
The effects of the transformation of a single person company with limited liability
Articles (219 / b) and (221) of the Companies Law indicated the most important effects that
result from the transformation of a one-person company into a public joint stock company and
the most important of these effects are summarized in the following points:
First: Announcing the Minister's decision to transform the company:
The law stipulated, in accordance with the provisions of Paragraph (a) of Article (219) of the
Jordanian Law, that: "The observer announces the Minister's decision to approve the transfer

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in at least two local daily newspapers and for two consecutive times at the company's expense."
The same paragraph obliged the observer to inform the Commission (the Securities
Commission), the market (Amman Stock Exchange) and the Center (the Securities Depository
Center) of this decision.
Second: Objection to the transformation decision:
The legislator has given the right to every interested party to object to the decision to transform
the company. Paragraph (b) of Article (219) indicated that the objection is submitted to the
minister from every interested party within (30) days from the date of the publication of the last
announcement of the company's transformation, and the same paragraph required that a
statement be made The reasons for the objection and its justifications, and the same paragraph
indicated that if the objections submitted are not settled within thirty days from the date of the
submission of the last objection, the objectors have the right to challenge the Minister's decision
with the competent court within thirty days of the end of that period, provided that the appeal
does not stop the transfer procedures unless the court decides Other than that.
Third: The continuation of the corporate personality of the company:
One of the most important effects of the transformation of the one-person company is the
survival of the corporate personality of the company (COURGES, 1980), that is, the
transformation of the company does not result in the emergence of a new legal person, that the
continuation of the legal personality does not mean exempting the company from observing the
established rules and procedures for the new form ( Taha, 1988), and it is not considered a
registration of a new company pursuant to the provisions of Article (221) of the Companies
Law, and the original legal personality of the company continues and reserves all its rights and
is responsible for all of its obligations that were incurred by it before the transformation (Al-
Aqili, 2010), and does not entail the payment of fees New registration as registration fees may
not be met more than once (Jordanian Court of Cassation Decision - Five-Year Committee No.
3515/2007).
Fourth: Effects of the transformation in relation to the form of the company: Article (218) of
the Companies Law stipulated that "the Minister, upon the observer's recommendation, may
agree to convert the limited liability company ..... to a public joint stock company within thirty
days from the date of submitting the application referred to in the article (225) of this law, and
after completing the following procedures: "From the text, it becomes clear that the General
Assembly decision of the one-person company to convert the company into a public
shareholding company takes one of the following images:
(1) A request may be submitted by the general assembly represented by the single partner to
convert it into a public joint stock company consisting of a number of partners. Paragraph (a)
of Article (90) of the Companies Law stipulates that: A- The public joint-stock company
consists of a number From the founders of not less than two subscribe to it in shares that can be
listed in the stock markets and for trading and transfer in accordance with the provisions of this
law and any other legislation in force.
(2) A request may be submitted by the general assembly represented by the single partner to
convert it into a public joint stock company consisting of one partner. Paragraph (b) of Article
(90) of the Companies Law stipulated that "taking into account the provisions of paragraph (b)
of the article (99) From this law, the Minister may, upon a justified placement by the observer,
agree that the founder of the Public Shareholding Company Limited be one person, or that the
ownership of the company be transferred to one shareholder if he purchases all of his shares.
(3) The public shareholding company derives its name from its objectives provided that it
follows it wherever the phrase (a limited public shareholding company) is mentioned. The
transformation depends on the observer announcing the minister's decision to transfer in two

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local daily newspapers at least for two consecutive times, and each interested party may object
to the transformation decision before the minister within thirty days. From the date of the last
publication and completion of the registration and publishing procedures, taking into account
the company's capital stipulated in the law, and in accordance with the provisions of Article
221 of the Companies Law, the corporate personality of the company wishing to convert after
the transformation continues (Jordanian Court of Excellence Decision - General Authority No.
2724/2014).
Fifth: Effects of the Transformation with respect to Creditors' Rights:
The transformation of a one-person company into a public shareholding company does not
result in any violation of the creditors 'rights, since the legal personality of the company remains
continuous after the transformation and its financial liability remains a guarantor to fulfill the
rights of creditors and without prejudice to them, and the public joint-stock company is a
guarantor of all debts of the one-person company (DIDIER, 1997), Nevertheless, the Jordanian
legislator was keen to guarantee the rights of creditors, and according to the provisions of
Article 218, the law made the approval of the Minister based on the recommendation of the
observer, and after completing the following procedures:
(1) "Estimate the assets and liabilities of the company wishing to be transferred by a committee
of experts and specialists formed by the minister, provided that among them is a legal auditor,
and the minister shall determine the fees for this committee at the company's expense.
(2) Written approval of the transfer from creditors who own more than two-thirds of the debt
owed by the company.

The second requirement

Provisions related to the merger of a single person company with limited liability
This study deals with the companies that the company of one person may merge with, and the
most important provisions of the merger.
First: The companies that the one-person company may merge with:

(1) In terms of the form and purpose of the company:

Article (222) of the Companies Law stipulates that: (a) The companies mentioned in this law
(Article 6, the Jordanian Companies Law) shall be merged with any of the following methods
provided that the objectives of the company wishing to merge are identical or complementary

Article 223 of the same law stipulates: "If two or more companies of one type merge with an
existing company or establish a new company, then the merging company or the new company
resulting from the merger is of that type. However, the limited liability company may ...
Merging into an existing public joint stock company or establishing a new public joint stock
company.
From the texts of the articles referred to, we find that the Jordanian Companies Law specifies
the following:
A) The types of companies that may be merged with each other. Article (222) above permitted
the merger of all types of companies stipulated in Article (6) of the Companies Law, which are
companies that have legal personality and are subject to registration and month, provided that
their goals are identical or complementary.
B) Article (223) of the same law stipulated a restriction on the freedom of companies wishing
to merge in terms of choosing the form of the company that you want to merge with, stipulating
that the company wishing to merge must choose a company of the same type, that is, if a simple
recommendation company wishes to merge with a company Others The other company must

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be a simple limited company, that is, it is not permissible for a simple limited company in
accordance with this text to choose and merge with a limited liability company.
The researchers believe that the text contradicts the purpose of the merger, as the company that
wants to merge, even if we assume that it is a simple recommendation company, may find its
interest in the merger with a limited partnership in shares or a limited liability company, and
that directing the legislator to encourage the merger requires the text to authorize the merger
between all companies of whatever type And controls can be put in place to preserve the rights
of others, and the researcher argues that the merger depends mainly on re-evaluating the
company's assets and its market value at the time of the merger, and all amendments can be
made within the merger contract, especially since the law gave in accordance with the
provisions of Article (234) the right to object to The merger of the loan-issuing campaign and
the creditors of the merging or merging companies and of any interested shareholder or partner
..."if they find that the merger harms them.
C) Article (223) mentioned an exception provided that the merger is between identical or
integrated companies, when it permits the merger of the limited liability company (Article 223,
Jordanian Companies Law) into a public joint stock company, whether the public joint stock
company is established or that a company is established New public contribution.
(2) In terms of the nationality of companies wishing to merge: The companies law did not refer
to in paragraphs (1 and 2 / a) of Article (222) to the nationality of the company or companies
wishing to merge, while paragraph (3 / a) of the same article clearly indicated that it is
permissible The merger of branches and agencies of foreign companies operating in the
Kingdom, and the same paragraph dealt with defining the form of the company that is
permissible for branches and agencies of foreign companies operating in the Kingdom and is a
public joint stock company, whether it is an existing or a new public joint stock company is
established, and the same paragraph indicated that by merging the branches and agencies of
foreign companies operating in the Kingdom with a Jordanian public shareholding company,
which results in the termination of these branches and agencies, and the legal personality of
each of them shall cease once it is merged. It is worth noting that paragraph (3 / a) of Article
(222) of the Companies Law did not deal with organizing the merger of Jordanian companies
in foreign companies, as well as the law's absence from the statement of merging the
headquarters of foreign companies, and the researcher believes that the lack of stipulation of
the merger of the headquarters of foreign companies is that These headquarters do not have a
legal personality and have no financial liability independent of the main company and merger
is only between companies that have a legal personality and independent financial liability (Al-
Qalioubi, 2008).
(3) The merger of the one-person company, which is in the liquidation stage: Jordanian law did
not address the possibility of merging the limited liability company, which is in the liquidation
stage, in contrast to the UAE law (Article 283, Emirati law), and the researchers believe that
the merger is necessary at this stage to encourage companies And giving her the opportunity to
merge with a public joint stock company if there were sufficient justifications even if it was
going through the liquidation stage as long as this was done in accordance with the provisions
of the law and the will of the partners and link that to the issuance of a decision by the general
body of the one-person company or its representative and the merging company and the
merging companies conclude a contract between them, And on condition that the merger does
not affect the rights of others (Ibrahim and Abdel Hai, 2015).

The second requirement

Provisions related to the merger of a single person company with limited liability

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This study deals with the companies that the company of one person may merge with, and the
most important provisions of the merger.
First: The companies that the one-person company may merge with:
(1) In terms of the form and purpose of the company:
Article (222) of the Companies Law stipulates that: (a) The companies mentioned in this law
(Article 6, the Jordanian Companies Law) shall be merged with any of the following methods
provided that the objectives of the company wishing to merge are identical or complementary

Article 223 of the same law stipulates: "If two or more companies of one type merge with an
existing company or establish a new company, then the merging company or the new company
resulting from the merger is of that type. However, the limited liability company may ...
Merging into an existing public joint stock company or establishing a new public joint stock
company.
From the texts of the articles referred to, we find that the Jordanian Companies Law specifies
the following:
A) The types of companies that may be merged with each other. Article (222) above permitted
the merger of all types of companies stipulated in Article (6) of the Companies Law, which are
companies that have legal personality and are subject to registration and month, provided that
their goals are identical or complementary.
B) Article (223) of the same law stipulated a restriction on the freedom of companies wishing
to merge in terms of choosing the form of the company that you want to merge with, stipulating
that the company wishing to merge must choose a company of the same type, that is, if a simple
recommendation company wishes to merge with a company Others The other company must
be a simple limited company, that is, it is not permissible for a simple limited company in
accordance with this text to choose and merge with a limited liability company.
The researchers believe that the text contradicts the purpose of the merger, as the company that
wants to merge, even if we assume that it is a simple recommendation company, may find its
interest in the merger with a limited partnership in shares or a limited liability company, and
that directing the legislator to encourage the merger requires the text to authorize the merger
between all companies of whatever type And controls can be put in place to preserve the rights
of others, and the researcher argues that the merger depends mainly on re-evaluating the
company's assets and its market value at the time of the merger, and all amendments can be
made within the merger contract, especially since the law gave in accordance with the
provisions of Article (234) the right to object to The merger of the loan-issuing campaign and
the creditors of the merging or merging companies and of any interested shareholder or partner
... "if they find that the merger harms them.
C) Article (223) mentioned an exception provided that the merger is between identical or
integrated companies, when it permits the merger of the limited liability company (Article 223,
Jordanian Companies Law) into a public joint stock company, whether the public joint stock
company is established or that a company is established New public contribution.
(2) In terms of the nationality of companies wishing to merge: The companies law did not refer
to in paragraphs (1 and 2 / a) of Article (222) to the nationality of the company or companies
wishing to merge, while paragraph (3 / a) of the same article clearly indicated that it is
permissible The merger of branches and agencies of foreign companies operating in the
Kingdom, and the same paragraph dealt with defining the form of the company that is
permissible for branches and agencies of foreign companies operating in the Kingdom and is a
public joint stock company, whether it is an existing or a new public joint stock company is
established, and the same paragraph indicated that by merging the branches and agencies of

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foreign companies operating in the The Kingdom with a Jordanian public shareholding
company, which results in the termination of these branches and agencies, and the legal
personality of each of them shall cease once it is merged. It is worth noting that paragraph (3 /
a) of Article (222) of the Companies Law did not deal with organizing the merger of Jordanian
companies in foreign companies, as well as the law's absence from the statement of merging
the headquarters of foreign companies, and the researcher believes that the lack of stipulation
of the merger of the headquarters of foreign companies is that These headquarters do not have
a legal personality and have no financial liability independent of the main company and merger
is only between companies that have a legal personality and independent financial liability (Al-
Qalioubi, 2008).
(3) The merger of the one-person company, which is in the liquidation stage: Jordanian law did
not address the possibility of merging the limited liability company, which is in the liquidation
stage, in contrast to the UAE law (Article 283, Emirati law), and the researchers believe that
the merger is necessary at this stage to encourage companies And giving her the opportunity to
merge with a public joint stock company if there were sufficient justifications even if it was
going through the liquidation stage as long as this was done in accordance with the provisions
of the law and the will of the partners and link that to the issuance of a decision by the general
body of the one-person company or its representative and the merging company and the
merging companies conclude a contract between them, And on condition that the merger does
not affect the rights of others (Ibrahim and Abdel Hai, 2015).
Second: The procedures for merging the one-person company: Articles (225-236) of the
Companies Law stipulated the merger procedures to be taken, which are summarized in the
necessity that the request submitted to the observer include the following data:
(1) A decision is issued by the general assembly of the company wishing to merge: Paragraph
(a) of Article (225) of the Companies Law stipulates this statement: "The decision of the
extraordinary general assembly for each of the companies wishing to merge or the decision of
all partners, as appropriate, with approval The merger shall be in accordance with the terms and
data specified in the merger contract, including the date specified for the final merger. "
In a one-person company, the merger decision is issued by the general assembly of the
company, which is a single person as the one who represents the general assembly of the
company.
(2) Signing the merger contract by the companies wishing to merge or their representatives:
Paragraph (b) of Article (225) of the Companies Law stipulated that: "The merger contract
concluded between the companies wishing to merge is signed by those authorized to sign on
behalf of those companies." . In a one-person company, a single partner, in his capacity as a
representative of the company, signs the merger contract with the representative of the merging
public joint stock company, and the merger contract must include data from it (Odeh, 2005):
Causes and justifications for the merger and its purpose.
- A list of the financial position of the companies wishing to merge, which includes the accounts
independent of the businesses of the companies wishing to merge under the supervision of an
auditor from the date of the issuance of the General Assembly's decision to approve the merger.
Financial statements for the last two fiscal years for companies wishing to merge, certified by
an auditor.
- Initial estimation of the company's assets and the liabilities of the companies wishing to merge
in real or market value.
(3) Implementation procedures for the merger:
Article (230) of the Companies Law indicated that in the event of submitting a request to merge
one or more companies according to the provisions of the law and the Minister's approval of

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the merger request, the Minister shall form an executive committee consisting of the heads and
members of the boards of directors of companies wishing to merge or their managers as
appropriate and the auditor of the companies to carry out the executive procedures For
integration, in particular the following:
A) Determine the shareholders 'shares or the shares of the partners in the companies involved
in the merger, through the estimates of the (Estimating Committee) stipulated in Article (228)
of this law.
B) Amending the Memorandum of Association and Articles of Association of the merging
company if they exist or preparing the Memorandum and Articles of Association of the new
company resulting from the merger
C) Inviting the extraordinary general assembly of shareholders for each of the companies
involved in the merger to approve the following, provided that it is approved by a majority
(75%) of the shares represented at the meeting for each company separately:
1- The contract of incorporation of the new company and its articles of association or contract
and the amending system of the merging company.
2- The results of the re-evaluation of the companies 'assets and liabilities and the opening
budget of the new company resulting from the merger.
3- Final approval of the merger.
D) The Executive Committee referred to in this Article shall provide the observer with the
minutes of the general assembly meeting of each company within seven days from the date of
its convening.
(1) Announcing the merger contract, registering the merging company or resulting from the
merger, and canceling the registration of the merging company:
Article (231) of the Companies Law indicated: "A- Follow the approval, registration and
publication procedures established in accordance with this law to register the merging company
or resulting from the merger and cancel the registration of the merged companies." B- The
observer shall be announced in the Official Gazette and in two local daily newspapers for two
consecutive times a summary of a contract The merger and results of the re-estimate and the
opening budget of the merging company or resulting from the merger and at the company's
expense.
In the interest of the Jordanian legislator on the interests of the partners in the merging
companies and the interests of others, Article (232) stipulated that: "The boards of directors of
the companies that decided to merge shall continue until the company merging or resulting from
the merger is registered and the independent accounts are approved, and then the executive
committee referred to in Article (230) taking over the management of the company for a period
not exceeding thirty days during which the general assembly of the merging company or
resulting from the merger calls for the election of a new board of directors after distributing the
shares resulting from the merger and elects auditors of the company. After completing the
necessary data for the merger and completing the procedures stipulated in Articles (227, 228,
229 and 230), the approval procedures and the registration of the merging company or resulting
from the merger are announced and the registration of the merged company is canceled, then
the observer announces this in the Official Gazette and in two local daily newspapers, and the
announcement includes a summary of the merger contract. And the results of the re-evaluation
and the opening budget of the merging company or resulting from the merger and at the
company's expense. (DE SOLA CANIZARES, 1984)
(2) Objection to the merger:
Article (234) of the Companies Law dealt with the regulation of provisions related to the merger
objection, whether the objection was submitted by the shareholders or partners in the merging
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companies or the owners of the bonds of shares or creditors of the companies involved in the
merger, and paragraph (a) of the aforementioned article stipulated that: "Campaigners to assign
the loan, the creditors of the merging or merging companies, and any interested shareholder or
partner may object to the Minister within thirty days from the date of the announcement in the
local newspapers according to the provisions of Article (231), provided that the objector
explains the object of his objection, the reasons on which he relies and the damages that he
claims to merge I might follow it specifically. "
Paragraph (b) of the same article added to the procedures that are followed after submitting the
objection that "the minister refers the objections to the observer for settlement, and if he is
unable to settle them for any reason within thirty days of referring them to him, the objector has
the right to resort to the court. Which is held by the court of the merger decision. "
It is worth noting that the Jordanian law equated all stakeholders to object to the merger decision
and in terms of the procedures that are followed and the effect of the objection and the effect of
filing the lawsuit on the merger decision. What was taken by Jordanian law is to facilitate the
stakeholders if they find their interest in objecting and challenging the merger decision
(Qalioubi). , 2008

The third requirement

Effects of the merger of a one-person company with limited liability
Article (238) of the Companies Law stipulates that: "All the rights and obligations of the
merging companies shall be transferred to the merging companies or companies resulting from
the merger as a ruling. The end of the merging procedures and the registration of the company
shall be considered in accordance with the provisions of this law. The merging company or
resulting from the merger shall be considered a legal successor of the merging companies and
shall be dissolved Its place in all its rights and obligations. "
Article (239) of the same law indicated that: "If obligations or allegations emerge on one of
the merging companies after the final merger and they were hidden from some officials or
employees of the company, they are paid to their owners by the merging company or resulting
from the merger, and it has the right to return what it paid These officials or employees shall,
under penalty of penalties prescribed for that act, according to the laws in force. "
In light of this, the most important effects arising from the merger of a single person company
with limited liability in a public joint stock company can be explained whether the public joint
stock company is established or was established again in the following points:
First: The merging company's responsibility for the combined company's obligations and
debts:
According to the provisions of Article (238) above, the merger of a one-person company into a
public joint-stock company results in the demise of the merging corporate entity and the transfer
of all its rights and assets to the merging company and is responsible for all its obligations and
debts. (DONDERO, 2009, SHYYAB, 2012).
It follows that from the date of the merger and fame, the financial liability of the merging
company becomes a guarantor of all the merging company's debts and obligations, and it
becomes only the competent authority to deal with others and resort to the judiciary, whether
as a plaintiff or defendant in the matter of the merged company's rights or obligations
(Jordanian Court of Excellence decision - body Five-Year No. 245/2004).
As previously mentioned, the one-person company applies to it what applies to the limited
liability company, taking into account the differences arising from the partner's unit and the
disappearance of the contract as a business creating the company (Judges, 1998, CREDA, 2003,

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Second: The limits of the combined company's responsibility for the combined company's
obligations and debts:
Article (238) of the Companies Law stipulated a provision requiring that the merging company
be considered a legal successor to the merging company to which all its rights are entrusted and
solely asking for all of its obligations. Procedures for merging and company registration in
accordance with the provisions of this law, and the merging company or resulting from the
merger is considered a legal successor to the merging companies and replaces them in all its
rights and obligations "(Decision of the Jordanian Court of Excellence - Five-year Committee
No. 2445/2001).
In the interest of the Jordanian legislator for the rights of others, he decided, in accordance with
the provisions of Article (239), the responsibility of workers in the merged companies and the
personal responsibility of the chairman and members of the board of directors and the general
manager and auditors towards others for any claims or claims on the company, and the right of
others to refer to the merging company, and the article stipulated (237) of the same law
stipulating that: "The chairman, members of the board of directors, the general manager and
the auditors of each of the merging or merging companies are personally responsible towards
others for any claims, obligations or allegations claimed by the company that were not
registered or were not announced before the date The final merger,.
Third: The expiration of the merged one-person company:
Paragraph (b) of Article (231) of the Companies Law indicated that: "The approval, registration
and publication procedures established in accordance with this law shall be followed to register
the merging company or resulting from the merger and to cancel the registration of the merged
companies." It is clear from the text that the union of the financial liability of the merging
company and the merging company entails the expiry of the merging company and the transfer
of all its rights and obligations to the merging company. The merging company registration is
removed from the companies register and its legal personality is removed, and it follows that
the individual person in the one-person company loses his legal status As a person who
possesses all powers in the company and becomes one of the partners in the merging company
or the company resulting from the merger.
Fourth: The effect of the merger challenge on the merging company:
Article (236) of the Companies Law dealt with the provisions related to challenging the
merger's decision, stating in it: "The appeal does not cease the nullity of the merger until the
continuation of its implementation until a final judicial decision is declared null and void. The
court may, when considering the nullity case, set a deadline of its own to take certain measures
to correct The reasons that led to the invalidity appeal, and it has the right to dismiss the claim
by nullifying the case if the concerned authority corrects the conditions before pronouncing the
judgment.
It is clear from the text that the Jordanian legislator was keen on the interests of the merging
companies by deciding not to stop the merger procedures in the event of filing a nullity appeal
from the stakeholders, and authorized the court that considered the nullity suit to set a deadline
for taking specific measures to correct the reasons that led to the nullity (Qalioubi, 2008)
whether A request to correct the invalid procedure was filed by the litigants or by the court to
respond on its own initiative to correct the invalid procedure if it found an interest in that and
provided that the invalid procedure is corrected before the judgment is pronounced so that it is
a reason to dismiss the nullity lawsuit (oh my property, 2017), and the direction of the Jordanian
legislator is in the interests Merging companies and respecting the real situations, especially if
the invalidity correction relates to formalities that do not violate the law, public order, or the
country's economy.

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Fifth: The merger is void and the responsibility of the one who caused it is:
The Companies Law included explicit provisions arranging the nullification of the merger if it
violates the provisions of the law and specifying responsibility for everyone who caused the
nullity. Article (235) stipulated: "If any merging of the provisions of this law does not take into
account or is contrary to the public order, then everyone who The interest to file a case with the
court to challenge the merger and claim its nullity within sixty days from the date of announcing
the final merger, provided that the plaintiff explains the reasons on which he is based in his
claim, especially the following:
A- If it becomes evident that there are defects nullifying the merger contract or if there is a clear
fundamental lack of appreciation of the shareholders 'rights.
B - If the merger involves arbitrary use of the right, or if its aim is to achieve a direct personal
interest for the board of directors of any of the companies involved in the merger or for the
majority of the partners in any of them at the expense of minority rights.
C - If the merger was based on misleading and fraud or if the merger resulted in damages to the
creditors.
D - If the merger led to a monopoly or was preceded by a monopoly and was found to cause
harm to the public economic interest.
Sixth: The effect of the merger on the legal personality of the one-person company:
Article (222) of the Companies Law stipulates that: A. The companies stipulated in this law
shall be merged with any of the following methods ...
1- With the merger of one or more companies with another company or companies called (the
merging company), the company or other companies incorporated therein shall expire and the
legal person of each of them shall be removed, and all the rights and obligations of the merging
company shall be transferred to the merging company after the registration of the merged
company has been canceled ...
2- With the merger of two or more companies to establish a new company, which will be the
company resulting from the merger, and the companies that merged with the company will
cease to exist and the legal personality of each of them will disappear.
It is clear from the text that the effect of the merger on the legal personality depends on
specifying the forms of the merger, and the merger is carried out according to the provisions of
paragraphs (1, 2) of Article (222) of the Companies Law in one of two forms:
The first image: In the event the merger of the one-person company into an existing public joint
stock company, here the merging company expires and the merging public joint stock company
remains enjoying its legal personality, and this image is called from the merger (merging with
annexation), and the merging company continues to deal with others and is asked about all
obligations Whether it belongs to it or that of the merging company prior to the merger, subject
to the provisions of Articles (234, 235, 236) of the Companies Law.
The second picture: In the event that the one-person company merges with an existing public
joint stock company to create a new company with the capital of the companies wishing to
merge according to the provisions of the law, and this image is called (merging by mixing), and
here the merging companies expire and their legal personality expires, and a new company is
created with a new legal personality that differs On the legal personality of the merged
companies before the merger, the new company resolves legal solutions for the merging
companies, including what they have and what they have, within the limits of what was agreed
in the merger contract and without prejudice to the rights of third parties and creditors (Radwan,
2014, 1985, HOGOT et RICHARD).
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It can be said that the effects of the merger of the limited liability company apply to the merger
of the one-person company, taking into account the difference between them, and in the event
the company desires to merge, a decision must be issued by the public body that consists of all
the partners in it, while in the one-person company, the single partner is Whoever represents
the public body and he exercises all the powers that are held by the partners in the limited
liability company that consists of more than one partner, and therefore the one-person company
can move from the individual to the collective form (Rimawi, 1997 and judges, 1998).

Conclusion
The study dealt with the provisions related to the conversion and merger of a one-person
company with limited liability in articles (215 to 239). The study ended with a set of results and
recommendations:
First: Results:
(1) The Jordanian legislator is one of the first Arab legislations to authorize the formation of a
one-person company within the Companies Law No. (22) for the year 1997 and its amendments.
However, the legislator did not establish a special and independent regulation of the provisions
related to the one-person company, and subjected it to the provisions related to the limited
liability company.
(2) Article (217) of the Jordanian Companies Law permitted the company with limited liability,
whether there is a multiplicity of partners or consists of a single partner exclusively transferring
to a public joint stock company, in contrast to some Arab legislation, including Egyptian and
Emirati law that permitted the conversion of any company from any One form to another.
(3) Article (222) of the law permits the merger of all types of companies stipulated in Article
(6) of the Companies Law, provided that the objectives of the company wishing to merge are
identical or complementary, and Article 223 provides a restriction on the freedom of companies
wishing to merge in terms of choosing The form of the company you wish to merge with,
stipulating that the company wishing to merge must choose a company of the same type that
the company had before the merger, and the apparent text is inconsistent with the purpose of
the merger, and the legislator's direction to encourage the merger requires explicitly stipulating
the text to encourage the merger between all companies of whatever type.
(4) Jordanian law did not address the regulation of the state of conversion or merger of the
company, and it is in the liquidation stage, in contrast to some Arab laws, including Egyptian
and Emirati law, which dealt with the right of companies in the liquidation phase to convert or
merge with other companies.
(5) Jordanian law subjected the amalgamation to specific procedures, whether the
amalgamation was by way of annexation or by mixing, and it is known that amalgamation by
means of amalgamation has legal effects that differ from merging by mixing method.
Second: Recommendations: In light of the study results, the researchers recommend the
following:
(1) Establish a special legal regulation for the one-person company and not be satisfied with the
articles (53 / B, 90 / B and 65 bis) and not subject them to the general provisions of the limited
liability company because of a fundamental difference between them, especially in the
formation and management of the two companies.
(2) Amending the texts relating to the conversion of companies in Articles (215 and 218) to
become one article and we suggest that the text be: (Any of the companies stipulated in this law
may convert from one form to another with its legal personality remaining in accordance with
the provisions of this law and the procedures and instructions that Issued by the Ministry).

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(3) Amending the legal texts to allow the merger of all types of companies stipulated in the
Companies Law and expressly stipulating that: (Companies stipulated in this law may be issued
by virtue of a decision issued by the General Authority and the like, even if they are in the phase
of liquidation, to merge with another company through The merging companies enter into a
contract with each other in this regard.
(4) Define the merger procedures clearly, taking into account the specificity of each merging
method and its impact on the corporate personality of the merging company or resulting from
the merger.

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