Since the liability of a partner in a limited liability company is limited to his shares in the capital, and since the manager, in such a company, is not liable to be questioned, unless he acts ultra vires, the Jordanian legislator has adopted effective measures, in the Companies Law No. 22 of 1997 and its amendments. These measures protect the interests of third parties by enabling them to file a claim of nullity whenever a breach occurs in one the subjective conditions and/or in the formal basis, i.e., initiation contract and registration in the commercial register, and to file a claim of responsibility, after establishing a basis for its existence, against the company founders and the board members or against the company itself as a legal entity. Actually, these procedures, in addition to protecting the interests of others dealing with this type of company, would make the company a trusted enterprise, which would encourage investors and the businesspeople, especially foreign ones, to enter into business with it. This paper examines these actions in light of the Jordanian Companies Law.
Business Law Review