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.
Highlights
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?
(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
(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
Summary
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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