Cap Table Software for Jordanian and Lebanese Startups: Two Legal Systems, One Offshore Reflex

Jordan and Lebanon don't share a company law, a currency problem, or an ownership regime — but founders in both countries keep arriving at the same answer: route the cap table through Delaware or a UAE free zone and keep the local entity as the operating subsidiary. Jordan's push offshore is about legal certainty; Lebanon's is about capital controls and a currency that no longer prices anything reliably. A cap table tool built only for Saudi Arabia, the UAE, or Delaware will track the holding structure fine and get the local entity wrong, because the local entity is where most of the actual legal risk still lives.

Searches for "cap table software Jordan" or "startup equity Lebanon" mostly return the same generic lists built for Gulf or EU founders, with zero paragraphs on either country's company law, ESOP gap, or why so much Levant equity ends up on Delaware or ADGM paper instead of the local register. Here's what's actually different, country by country, and what it means for how you structure ownership.

Jordan: a stable company law with no ESOP chapter

Jordan's governing statute is Companies Law No. 22 of 1997, amended in 2017, 2021, and 2023, and administered by the Companies Control Department under the Ministry of Industry, Trade and Supply. Startups generally pick between two vehicles: a limited liability company (LLC) or a private shareholding company (PSC), both formable with as few as two shareholders. The PSC carries a materially higher minimum paid-up capital requirement than the LLC — worth confirming the current figure with Jordanian counsel before you commit to either structure, since capital rules get revised more often than company law gets amended in full.

The real gap isn't ownership caps — Jordan doesn't impose a general local-partner requirement the way Kuwait's WLL regime does, outside a short list of sectors like transport and media where the Foreign Investment Law still requires a Jordanian partner. The gap is that a SAFE has no statutory home under Jordanian law. It's neither debt nor issued equity in the code, which means its treatment on default, conversion, or in a dispute is genuinely unsettled. Jordanian law firms steer investors toward priced equity or a properly drafted convertible loan instead — both map onto categories the Companies Control Department already recognizes, which matters more than it sounds once a term sheet turns into a filing.

Jordan also has no ESOP-specific statute. Equity compensation moves through the same two mechanics used across most of the region outside Saudi Arabia and the UAE's financial free zones: a direct grant via capital increase or share transfer, or a phantom-stock agreement that mimics the payout without amending the share register.

The clearest signal that even domestic capital doesn't fully trust the onshore legal wrapper: Manara Ventures, Jordan's newest growth-stage fund at $70.5M (JOD 50M), launched in 2026 to write $750K–$3M checks into Jordanian tech companies — and it's structured as an Abu Dhabi Global Market entity, not a Jordanian one. If the fund built specifically to back Jordanian startups runs on ADGM paper, a foreign investor isn't going to default to the onshore entity either.

Lebanon: the legal structure is the easy part

Lebanon's Code of Commerce gives founders two main vehicles. The Société Anonyme Libanaise (SAL) — the formal joint-stock structure — needs at least three founders, three directors, and a statutory auditor, with a nominal minimum capital around LBP 30,000,000. The SARL is the lighter option, workable with as few as one or two members; sources disagree on exactly where its shareholder ceiling sits (references split between 20 and 50), so get the current number from Beirut counsel rather than assuming either figure. For a two- or three-person founding team, a SARL is almost always the right starting structure — a SAL's governance overhead (three directors, an auditor) is built for a company with more shareholders than most seed-stage teams have.

Here's the catch: that LBP 30,000,000 minimum capital figure is close to meaningless in practice. The Lebanese pound has been in freefall since the 2019 banking crisis, and the currency has moved so far from its historical peg that a capital requirement denominated in LBP no longer represents a real constraint for anyone founding a company today — most incorporation advice now tells founders to state capital in USD terms or build in an explicit FX mechanism rather than trust a lira figure to hold still.

The capital figure isn't the actual problem anyway. The real one is that Lebanon's banks have operated under informal capital controls since 2019, meaning money that lands in a Lebanese account doesn't reliably come back out, and investors know it. That's why Lebanese-founded startups overwhelmingly route investor capital and the cap table through a Delaware or UAE holding entity, keeping the Lebanese SAL or SARL as the operating subsidiary that employs the local team and holds the local contracts — not because Lebanese company law is unusually hostile to founders, but because the banking system sitting underneath it isn't a place anyone wants investor money parked.

Lebanon has no ESOP-specific statute either. Same two mechanics as Jordan: direct equity or phantom stock, layered on top of whichever entity — local or offshore — actually holds the cap table of record.

Why this keeps showing up on the cap table, not just the incorporation paperwork

Neither Jordan nor Lebanon has a financial free zone with the statutory depth of Saudi Arabia's 2022 Companies Law reforms or the UAE's DIFC/ADGM ecosystem — the two Gulf jurisdictions where ESOP structuring actually has legal footing rather than running entirely on side letters. That gap is most of the reason Jordanian and Lebanese founders end up holding equity through a UAE or Delaware parent once outside investors show up: not because the local entity can't legally issue shares to a foreign investor, but because investor counsel would rather review a jurisdiction with settled case law on vesting, share classes, and pre-emption than build a first-of-its-kind legal opinion on a Jordanian PSC or a Lebanese SAL. It's the same reason a SAFE struggles to do its job outside the US and UK: the instrument assumes a legal system that already knows how to price and convert it, and plenty of jurisdictions in this piece simply don't have that case law yet.

A cap table tool that only models Delaware, or only models Saudi Arabia and the UAE, will handle the offshore parent correctly and silently drop the thing that actually carries legal risk: the Jordanian PSC or Lebanese SARL underneath it, where the employees are, the local contracts sit, and — in Lebanon's case — the bank account that regulators and counterparties actually care about.

Where Govy fits — and where it honestly doesn't yet

Govy's cap table runs on a single event-sourced ledger, which is the part that matters most for a Jordan- or Lebanon-based founder: tracking a Delaware or ADGM parent alongside the Jordanian PSC or Lebanese SARL underneath it, on one login, without re-keying the ownership history every time a document moves between entities. Corrections post as new ledger events rather than silent edits, so if a share transfer needs restating after a currency or structuring question gets resolved, the history stays intact instead of getting overwritten.

To be direct about the boundary: Govy's jurisdiction-aware legal template pack ships for Saudi Arabia, the UAE, US-Delaware, and the UK today — not Jordan or Lebanon. A Jordanian PSC incorporation, a Lebanese SAL or SARL filing, or the mechanics of a Delaware flip itself all still need local counsel; no cap table tool, region-aware or not, files that paperwork for you. What Govy tracks is the equity, the governance, and the data room once those entities exist, across however many jurisdictions your structure actually spans.

See how Govy tracks equity and governance across more than one entity at govy.tech.

FAQ

Does a SAFE work under Jordanian law?

Not cleanly. Jordan's Companies Law No. 22 of 1997 has no statutory category for a SAFE — it's neither debt nor issued equity under the code, which leaves its enforceability and tax treatment genuinely unsettled if a dispute ever reached a Jordanian court. Local counsel routinely steers investors toward a priced equity round or a well-drafted convertible loan instead, both of which map onto existing legal categories the Companies Control Department already recognizes.

Can a foreign founder own 100% of a company in Jordan?

In most sectors, yes — Jordan doesn't impose a blanket local-ownership requirement the way some Gulf states do. The exceptions are specific sectors like transport and media, where the Foreign Investment Law requires a Jordanian partner. For a typical software startup this isn't the binding constraint; the bigger practical issue is that neither of Jordan's two main entity types (PSC or LLC) has ESOP-specific statutory footing.

Should a Lebanese startup incorporate as a SAL or a SARL?

Most early-stage teams default to a SARL — it needs as few as one or two members against a SAL's minimum of three founders and three directors plus a statutory auditor. Sources disagree on the exact SARL shareholder ceiling (20 in some references, 50 in others), so confirm the current figure with a Beirut-based lawyer before capping your option pool around it. A SAL only starts making sense once the company has enough shareholders and governance overhead to justify the extra structure.

Why do Jordanian and Lebanese startups incorporate a Delaware or UAE holding company instead of raising directly into the local entity?

Two different problems with the same fix. In Lebanon, the 2019 banking crisis and ongoing capital controls make it hard to move investor money in and hold it reliably in a Lebanese bank account, so investor cash and the cap table both move offshore. In Jordan, the issue is legal certainty — even Jordan's own flagship growth fund, the $70.5M Manara Ventures vehicle launched in 2026, is registered in Abu Dhabi Global Market rather than onshore in Amman. When domestic capital routes through ADGM, foreign capital isn't going to behave differently.

Is there an ESOP law in Jordan or Lebanon?

No. Neither country has ESOP-specific legislation, so equity compensation runs through general company law mechanics: a direct share grant via a capital increase or transfer, or a phantom-stock side letter that pays out like equity without touching the share register. That's the same gap Saudi Arabia's 2022 Companies Law reforms and the UAE's DIFC/ADGM free zones were built to close — which is part of why so much Levant equity ends up governed by UAE or Delaware paper instead.