Best Structured Finance Lawyers in Aqaba

About Structured Finance Law in Aqaba, Hashemite Kingdom of Jordan

Structured finance refers to financial transactions that pool assets and create tailored securities or obligations to redistribute risk and cash flow. In Aqaba, a special economic zone on Jordan's southern coast, structured finance is used for large infrastructure projects, real estate development, energy and tourism investments, and trade finance. Legal work in this field covers the creation of special purpose vehicles - SPVs - secured financing, asset transfers, securitization, project finance, and the regulatory approvals needed to operate within the Aqaba Special Economic Zone.

Because Aqaba operates under the Aqaba Special Economic Zone Authority regime, structured finance transactions there often involve a mix of national Jordanian law and zone-specific regulations, incentives and approvals. Common objectives include obtaining financing with limited recourse to sponsors, optimizing tax and regulatory treatment, and protecting creditor and investor rights while complying with local public policy and land use rules.

Why You May Need a Lawyer

Structured finance transactions are complex and involve multiple legal, regulatory and commercial issues. You may need a lawyer in the following situations:

- You plan to set up an SPV or other special legal vehicle to isolate assets and liabilities.

- You are arranging project finance for infrastructure, energy, port operations, or tourism development in Aqaba and need documentation for lenders, equity investors and guarantors.

- You intend to securitize receivables or other assets and need to ensure enforceability of transfers and creditor priorities.

- You need to negotiate security packages, such as mortgages, pledges, assignment of receivables and account control agreements, and to ensure these are effective against third parties and in insolvency.

- You are a foreign investor and need advice on ownership restrictions, permit requirements, and incentives in the Aqaba Special Economic Zone.

- You need regulatory approvals or need to satisfy requirements from the Central Bank of Jordan, the Jordan Securities Commission, the Aqaba Special Economic Zone Authority, or other authorities.

- You face disputes over contracts, defaults, enforcement of security interests or cross-border insolvency issues.

Local Laws Overview

The legal framework that typically affects structured finance in Aqaba includes national Jordanian law and the rules that apply specifically to the Aqaba Special Economic Zone. Key aspects to consider are:

- Corporate and companies law - Governs the formation, governance and dissolution of companies and SPVs. Choice of corporate vehicle affects liability, capital requirements and governance obligations.

- Commercial and civil law - Governs contract enforceability, assignment of receivables, sale of assets and general commercial obligations.

- Banking and finance regulation - The Central Bank of Jordan regulates banks and certain financial services. Cross-border financing, currency controls and lending practices may be subject to CBJ rules.

- Capital markets and securities law - The Jordan Securities Commission regulates public offerings, securities registration and market conduct. Securitization and issuance of structured notes may trigger securities regulation.

- Insolvency and bankruptcy law - Rules on insolvency affect creditor rights, the treatment of secured versus unsecured claims, and the enforceability of security upon debtor default.

- Property, mortgage and collateral law - Requirements for creating, registering and enforcing mortgages, pledges and other security interests are critical to creditor protection. Land ownership rules and registration are especially relevant for project finance in Aqaba.

- Tax law - Tax treatment of interest, dividends, capital gains and special incentives offered by the Aqaba Special Economic Zone affect deal economics. Tax residency and withholding rules can also be important for cross-border investors.

- Aqaba Special Economic Zone Authority rules - ASEZA has its own licensing, land use, tax incentive and customs regimes that differ from mainland Jordan in certain respects. Transactions carried out within the zone often require ASEZA approvals and compliance with zone regulations.

- Foreign investment and exchange control considerations - Foreign investors should check restrictions on land acquisition, sectoral limitations and any currency or repatriation rules that may apply.

Frequently Asked Questions

What is structured finance and how is it different from regular lending?

Structured finance involves tailoring the financing to the risk and cash flow characteristics of underlying assets, often using SPVs, tranching, and collateralization to separate credit exposure. Regular lending is typically a direct loan to a borrower without the same degree of asset isolation, credit enhancement or bespoke contract architecture.

Can I use securitization or SPVs in Aqaba?

Yes, SPVs and securitization techniques are used in Jordan and in the Aqaba Special Economic Zone, but they must comply with applicable corporate, tax and securities rules. Using an SPV requires careful structuring to ensure true sale of assets, effective bankruptcy remoteness and proper registration of security interests.

Do I need ASEZA approval for a structured finance transaction in Aqaba?

Many projects and investments within the Aqaba Special Economic Zone will require ASEZA approvals, especially for land use, development permits, operating licenses and incentives. Whether financing-specific approvals are needed depends on the nature of the transaction, the parties involved and the intended activities within the zone.

What are the main risks for lenders and investors in Aqaba transactions?

Main risks include regulatory and permitting delays, uncertainty over enforceability of security, debtor insolvency risks, exchange rate and repatriation risks for foreign lenders, land title or registration issues, and project completion or construction risks. Political and policy changes affecting incentives or taxes can also affect returns.

How are security interests created and enforced in Jordan and Aqaba?

Security interests are created through contractual documentation and often require registration with the relevant registries to be effective against third parties. Mortgages, pledges and assignments must comply with formal requirements. Enforcement can involve judicial procedures, and insolvency processes can affect priorities, so timing and proper perfection are essential.

Are there tax benefits for structuring a deal inside the Aqaba Special Economic Zone?

Aqaba frequently offers tax and customs incentives to encourage investment, but the specifics depend on ASEZA policies, the type of activity and the applicable laws at the time. Tax treatment of interest, dividends, VAT and customs duties should be reviewed with a tax advisor familiar with ASEZA rules.

Can foreign investors own land and assets in Aqaba?

Foreign ownership may be permitted but can be subject to conditions or approvals. Aqaba's special regime is designed to be investment friendly, but land ownership and long-term lease rights often require specific permissions and careful documentation. A local lawyer can explain restrictions and the most suitable acquisition structure.

How long does it typically take to complete a structured finance transaction?

Timelines vary widely. Simple secured financings may close in a few weeks, while large project financings or securitizations involving multiple jurisdictions and regulatory approvals can take many months. Key time drivers include due diligence, negotiation of documentation, registration steps and regulatory clearances.

What due diligence should be done before entering a structured finance deal?

Due diligence should cover corporate status of counterparties, title and registration of assets, existing encumbrances, regulatory permits, tax liabilities, contractual obligations, environmental and construction risks, and enforceability of proposed security. For cross-border elements, check applicable foreign law and any tax treaties or withholding rules.

How do I choose the right lawyer for structured finance in Aqaba?

Look for a lawyer or law firm with experience in structured finance, project finance, securities and real estate in Jordan and specifically with transactions in the Aqaba Special Economic Zone. Relevant experience includes handling SPV formation, security perfection, cross-border documentation, regulatory approvals and coordination with financial institutions and public authorities.

Additional Resources

When seeking more information or official guidance, consider these institutions and sources that commonly play a role in structured finance matters in Aqaba and Jordan:

- Aqaba Special Economic Zone Authority - for licensing, land use, incentives and zone-specific regulations.

- Central Bank of Jordan - for regulation of banks, foreign exchange considerations and supervised financial institutions.

- Jordan Securities Commission - for capital market, securities issuance and market regulation issues.

- Jordanian Ministry of Industry, Trade and Supply - for commercial and trade regulations.

- Jordan Investment Commission - for investment promotion guidance and incentives for foreign investors.

- Land and cadastral registries and courts - for verification of title and registration of mortgages and security interests.

- Tax authorities - for clarification on tax treatment relevant to structured transactions.

- Jordan Bar Association or local law firms experienced in financial transactions - for referrals to qualified counsel.

Next Steps

If you need legal assistance with a structured finance matter in Aqaba, consider the following practical next steps:

- Define your objectives - Clarify whether you need acquisition finance, project finance, securitization, refinancing, or an off-balance sheet solution.

- Gather preliminary documents - Collect corporate records, asset titles, existing contracts, financial statements and permits to enable early review.

- Engage local counsel early - A lawyer experienced in Aqaba transactions can advise on structure, regulatory requirements and timelines, and can coordinate with technical, tax and banking advisors.

- Perform targeted due diligence - Identify legal, regulatory and title risks that could affect deal viability and remedy them before closing.

- Plan regulatory engagement - Determine which permits and approvals are required from ASEZA, the Central Bank, the Jordan Securities Commission or other authorities and schedule the necessary filings.

- Negotiate clear documentation - Ensure that SPV documents, security agreements, intercreditor arrangements and enforcement mechanisms are carefully drafted to protect stakeholders.

- Prepare for closing and post-closing compliance - Confirm registrations, tax filings and ongoing reporting obligations to maintain validity of security and to satisfy regulators.

Please note that this guide provides general information and does not constitute legal advice. For a transaction-specific assessment and tailored legal guidance, consult a qualified lawyer who is licensed to practice in Jordan and who has experience with the Aqaba Special Economic Zone.