Khaberni - The Legislation and Opinion Bureau published the draft "Licensing System for Virtual Asset Service Providers for the year 2025", issued pursuant to the Virtual Asset Transaction Regulation Law No. (14) for the year 2025, aiming for its adoption after completing the comments. The system stipulates that it will come into effect 45 days after its publication in the Official Gazette.
The system prohibits any activity related to virtual assets before obtaining a license and starting the operation. Moreover, a company may not be registered for these activities without preliminary approval from the authority as a precursor to final licensing and then starting the operation.
The applicant for the license must be a private or public shareholding company, and its objectives must be limited to practicing virtual asset activities.
The minimum paid-up capital in Jordanian dinars, depending on the activity, is set to: 4 million dinars for operating and managing platforms, 2 million dinars for custody of assets and management or any tools enabling control over them, 1.5 million dinars for brokerage in trading, and 1 million dinars for participation and providing financial services related to the offer of issuers or selling of virtual assets, provided that the minimum is cumulative when applying for more than one activity.
The Financial Securities Commission is permitted to issue decisions specifying the capital according to the nature of the business or its size or any other consideration.
The system sets precise licensing procedures that go through two phases; preliminary approval followed by final licensing after meeting regulatory, technical, and supervisory requirements. These requirements include a feasibility study and organizational structure, internal governance policies and risk management, plans for cyber security and business continuity, alongside adhering to anti-money laundering and terrorist financing instructions. The system also mandates the creation of an independent unit for handling customer complaints to ensure fairness and transparency in dealings.
The system requires a non-refundable lump sum fee of one thousand dinars when submitting the license application, and licensing fees of 100,000 dinars for operating and managing platforms, 50,000 dinars for asset custody and management or any tools enabling control over them, 50,000 dinars for brokerage in trading, and 30,000 dinars for participation and providing financial services related to the offer of issuers or selling of virtual assets.
Licenses are renewed annually with fees of 50,000 dinars for operating and managing platforms, 25,000 dinars for custody and management or control tools, 25,000 dinars for brokerage, and 15,000 dinars for participation and financial services related to offers or sales. A commission of five per ten thousand (0.0005) of the total value of each contract or trading order is imposed, and fees are paid according to the mechanism and timelines set by the authority through instructions.
The system grants the authority extensive powers in supervision and inspection, including reviewing records and technical systems, conducting field and technical inspections, and the right to suspend or cancel the license in case of violation or loss of any license condition. Additionally, the system regulates the relationship with third parties to whom some technical services are outsourced, holding the service provider fully responsible before the authority for its actions.
The system establishes legal protection principles for clients by obliging companies to fully disclose risks and commissions, creating internal compliance units, and reporting any fraud or security breaches. It also allows the authority to operate "the regulatory sandbox" as an experimental environment to assess innovative products and services under direct supervision.
Further, Licensing System for Virtual Asset Service Providers for the year 2025
Licensing of Virtual Asset Service Providers
Issued pursuant to sections (7) and (17) of the Virtual Asset Transaction Regulation Law
No. (14) for the year 2025
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Article 1- This system shall be named (Licensing System for Virtual Asset Service Providers for the year 2025) and will come into effect 45 days after its publication in the Official Gazette.
Article 2- A- The following words and phrases, wherever mentioned in this system, shall have the meanings assigned to them below unless the context otherwise indicates:-
The law: Virtual Asset Transaction Regulation Law
Virtual asset service provider: The legal entity acting on behalf of or for others in any virtual asset activity specified by the law.
Virtual asset activities: The activities stated in article (4) of the law.
Virtual asset platform: A digital platform where operations associated with one or more virtual asset activities are conducted through distributed ledger technology or any similar technology.
Operator and manager of a virtual asset platform: A virtual asset service provider engaged in operating a virtual asset platform and managing it, in addition to any exchange activities between virtual assets and the Jordanian or foreign currency or the exchange between one or more forms of virtual assets, transferring virtual assets from one address or account to another, and the activity of custody of virtual assets and their management or any tools enabling control over them.
Broker of virtual asset trading: A virtual asset service provider engaged in providing brokerage services in virtual asset trading operations.
Custodian of virtual assets: A virtual asset service provider engaged in the custody of virtual assets and their management or any tools enabling control over them.
The third party: The entity to which a virtual asset service provider outsources some of the technical or functional aspects to assist it in carrying out the licensed activities, including the custody of virtual assets in accordance with the provisions of this system.
Influential interest: Control of at least 5% of a legal person's capital directly or indirectly.
Control: The direct or indirect ability to exercise effective influence over a person's actions or decisions.
Related: Two or more persons, one of whom controls the other, or one of whom owns at least (40%) of the capital of the other person or any relationship that substantially affects the independence of their decisions and objectivity, or leads to control over a legal person or legal arrangement such as mutual voting agreements, or agreements on the appointment or removal of directors, and for the purposes of this system, related parties are considered one person.
Main shareholder: Any person having control of at least (5%) of the capital of a virtual asset service provider
B-The definitions stated in the Virtual Asset Transaction Regulation Law apply where the text mentions them in this system unless the context indicates otherwise.
Licensing Requirements
Article 3-A- Engaging in one or more virtual asset activities is prohibited without obtaining the license and commencing operation.
B-No entity shall register a company to engage in one or more virtual asset activities specified in this article unless it has obtained preliminary approval from the authority as a precursor to submitting the final licensing application and then commencing operation.
C-To engage in one or more virtual asset activities, the licensing applicant must be a private or public shareholding company.
D-The objectives of the virtual asset service provider are restricted to practicing virtual asset activities.
E-The minimum paid-up capital required from the licensing applicant for each requested activity in Jordanian dinar shall not be less than as follows:
Operating virtual asset platforms and managing them: (4,000,000) dinars.
Custody of virtual assets and managing them or any tools enabling control over them: (2,000,000) dinars.
Providing brokerage services in trading operations in virtual assets: (1,500,000) dinars.
Participation and providing financial services related to the offer of one of the issuers or selling virtual assets: (1,000,000) dinars.
F-The minimum paid-up capital required from the licensing applicant for engaging in two or more activities from those stated in paragraph (E) of this article shall not be less than the sum of minimum capitals required for each requested activity.
G-Despite what is stated in paragraph (E) of this article, the authority may issue special decisions specifying the minimum capital for any virtual asset service provider based on its business nature, size, or any other consideration.
H-The council has the authority to decide on any matters and new developments not stated in this system according to public interest considerations.
I-In cases justified by public interest, the council approves a virtual asset trading broker to deal with an external virtual asset service provider within specific requirements determined by the council.
Article 4-A-The preliminary licensing application is submitted to the authority according to the form prepared for this purpose, to include the following:
The name and address of the licensing applicant.
The company type and the amount of its capital.
The full name of each founder, their nationality, their direct or indirect ownership percentage in the company's capital, and their resume.
The proposed organizational structure of the company.
Specifying the activity or activities to be practiced.
The economic feasibility study and the proposed estimates for the first three years of the company's operation and the bases adopted for preparing them.
Any other documents requested by the authority.
B-The final license application for engaging in any activities referred to in article (4) of the law is to be properly signed by the applicant to include the following:
The company registration certificate issued by the relevant authorities, detailing the company type and the amount of its capital, and the names of the company founders.
Evidence of depositing the minimum capital required to engage in the activities.
The proposed address for the activity premises.
The name of the ultimate beneficiary or beneficiaries of the company and their details.
The auditor's name and address
6- The company's incorporation contract and its articles of association.
7- The company's organizational structure, taking into account the establishment of a specialized unit to respond to customer inquiries and handle their complaints and protect their interests, and procedures for reporting the theft or loss of their data or virtual assets.
8-A detailed description of the activity to be practiced.
9-The latest quarterly financial statements and the final financial statements for the company authenticated by an auditor for the last three years or for the duration of its operations, if less than that, in case it is an existing company.
10-The proposed estimates for the first three years of the company's operation and the bases adopted in preparing them.
The company's business plan for the next three years.
The documents demonstrating that the candidates meet the suitability standards for holding positions in the company's board of directors and senior executive management as determined by the authority.
Description of the company policies and programs in combating money laundering, financing terrorism, spread of weapons of mass destruction, and mechanisms for dealing with customers and third parties in compliance with the instructions issued by the authority on this matter.
Description of work and technology policies and procedures that will be used, to include:
The intended written work procedures to be applied.
Internal control mechanisms including administrative and accounting procedures.
Risk management policy and business continuity plan.
Information security and protection policy and cybersecurity policy.
Marketing policy.
General bases for calculating the commissions or service charges collected from customers.
15- Compliance rules requirements in accordance with the instructions issued by the authority for this purpose.
16- Documents proving compliance with the technical and technological requirements stipulated in this system or the instructions issued pursuant thereto.
17-The software and infrastructure necessary to provide virtual asset activity services in accordance with what the authority determines based on the nature of those activities, such that at a minimum the following capabilities should be available:
Maintenance of all audit files and operational and security event logs for all components of the technical work environment from network protection devices, main servers, applications, and operating systems for the period specified by the authority.
Maintenance of the historical data of all transactions conducted by its electronic systems in accordance with applicable legal requirements, with the ability to retrieve it upon request.
Compliance with the information security and cybersecurity requirements determined by the authority according to instructions issued for this purpose.
Compliance with business continuity and disaster recovery requirements.
The bank or banks intended to be dealt with to open the company's accounts.
The names nominated for the position of General Manager and senior management positions and main shareholders in the company and those related to them and their resumes.
20- Any other data considered necessary by the authority to decide on the licensing application.
C-The company may not engage in an activity or activities unless it has obtained written approval from the president to commence operations on this basis, including the following:
Payment of licensing fees according to the provisions of this system.
Providing financial guarantees and sureties determined by the council.
Statement of the equipment, programs, tools, and properties necessary for its operations.
Names of all employees, their resumes, job titles, identity proof, and evidence of good conduct and behavior.
Any other requirements deemed appropriate by the authority.
Article 5-A-The authority may assign any entity it deems appropriate at the company's expense to verify the validity of the data submitted by the company and its readiness, and the authority's decision to assign shall be considered an executive deed to be collected in the execution departments.
In case the authority finds at any stage of the licensing application process that the application is incomplete, the applicant must complete it within thirty workdays from the date of being notified, otherwise, the application will be considered canceled.
The authority shall issue its decision on the preliminary license application submitted to it within ninety days from the date of its complete submission, whether by preliminarily approving the application or rejecting it, and the licensing applicant shall be notified of this decision.
Article 6-A-If the final licensing requirements and conditions stipulated in paragraph (B) of Article (4) of this system are met, the authority shall issue the final license to the company within ninety days from the date of completing these requirements.
B-The authority grants the final license conditionally, subject to non-transferability to others.
C-The authority publishes on its website the names of companies licensed to practise virtual asset activities and the names of those accredited by it.
Article 7-The authority shall take the necessary legal or regulatory measures to prevent those convicted of financial crimes and money laundering and terrorism financing crimes or their partners from owning an influential interest, or having control, or being ultimate beneficiaries of virtual asset service provider ownership, or holding an administrative position at a virtual asset service provider, through requesting a certificate of non-conviction and any other mechanism,
For this purpose, the definition of the ultimate beneficiary as stated in the Money Laundering and Terrorism Financing Prevention Law is adopted.
Article 8-A-A virtual asset service provider may not make any amendments to its founding contract, articles of association, capital, or change its place of business without prior written approval from the authority.
B-A person wishing to own (5%) or more of the capital of a virtual asset service provider shall submit a written request to the authority stating the purposes sought from this ownership, along with stating all relevant facts that enable the authority to determine whether this ownership may result in:
1-Potential conflict of interests.
2-Potential violation of applicable licensing terms or requirements.
3-Potential impact on investor protection level.
C-The provision of paragraph (B) of this article applies if the transfer of shares or change in ownership is related to a group of related persons or among those related up to the third degree of kinship.
D-The authority may issue, for justified reasons, subsequent approval for share transfer or ownership change that was carried out contrary to the provisions of paragraph (B) of this article.
Fees and Commissions
Article 9-The authority collects the following fees and commissions:
A non-refundable lump sum fee of (1,000) dinars for submitting a license application, paid upon application submission.
Licensing fees as follows:
A lump sum fee of (100,000) Jordanian dinars for granting a license to operate virtual asset platforms and manage them.
A lump sum fee of (50,000) Jordanian dinars for granting a license to custody virtual assets and manage them or any tools enabling control over them.
A lump sum fee of (50,000) Jordanian dinars for granting a license to provide brokerage services in trading operations in virtual assets.
A lump sum fee of (30,000) Jordanian dinars for granting a license for participation and providing financial services related to the offer of one of the issuers or selling of virtual assets.
Annual renewal fees for the license as follows:
A lump sum fee of (50,000) Jordanian dinars for renewing a license to operate virtual asset platforms and manage them.
A lump sum fee of (25,000) Jordanian dinars for renewing a license to custody virtual assets and manage them or any tools enabling control over them.
A lump sum fee of (25,000) Jordanian dinars for renewing a license to provide brokerage services in trading operations in virtual assets.
A lump sum fee of (15,000) Jordanian dinars for renewing a license for participation and providing financial services related to the offer of one of the issuers or selling of virtual assets.
A commission amounting to (0.0005) five per ten thousand of the total value of each contract or trading order for operations and contractual deals in virtual assets.
E-The fees stipulated in this article shall be paid according to the mechanism and timelines determined by the authority by issuance of instructions for this purpose.
Article 10-The virtual asset service provider shall provide the guarantees and sureties determined by the authority according to the nature of the activities of the virtual asset service provider, its volume of dealings, the level of risks, and their impact on those dealing with it, to protect the rights of those dealing with it and to ensure the virtual asset service provider's compliance with the provisions of the law, this system, and the instructions issued pursuant thereto.
Article 11-It is prohibited for a virtual asset service provider to borrow in any form unless prior approval from the authority is obtained, and in all cases, it is not permitted to use the clients' assets as coll
