The Promissory Note under Jordanian Law: Its Validity, Enforcement and the Liability of Its Signatories
The promissory note (kimbiyala) is a paper people sign in installment sales, loans between individuals, and as security in employment and partnership arrangements, and it opens the way for its holder to enforce against the signatory's property without needing a prior court judgment. The Jordanian Commercial Law No. 12 of 1966 regulates it under the name "note to order" in Articles 222 to 227, and the Jordanian Enforcement Law No. 25 of 2007 lists negotiable commercial papers among the enforceable instruments in Article 6. The strength of a promissory note in a particular file is determined by its statements, its signatures and the relationship for which it was written. That is why a review of the paper by a lawyer who specializes in enforcement cases, before any step is taken, is what determines whether it will bring its holder to his right or give its signatory a defense that halts the enforcement.
1. The Promissory Note under Jordanian Law Is a Note to Order, Not a Bill of Exchange
The promissory note under Jordanian law is the note to order that Article 123(b) of the Commercial Law defines as a written instrument, made according to the conditions set by the law, containing its maker's undertaking to pay a specified sum on sight, on a specified date or on a date that can be determined, to the order of another person, the payee or the holder of the note; the same article states that it is also called al-sanad al-idhni and is "known as the kimbiyala". So in Jordanian usage the promissory note is a relationship between two parties: the maker, who undertakes to pay, and the payee, who is entitled to the sum, or whoever the paper passes to by endorsement.
This differs from what the word means in other Arab legislation, where kimbiyala refers to the three-party bill of exchange, which Jordanian law calls the bolisa or suftaja (Article 123(a)). This difference has a practical effect, because much of what circulates about the kimbiyala is written on the basis of other countries' laws and does not work for reading a paper written in Amman. Among the first things the lawyer settles when studying the file is the characterization of the paper itself: whether it is in fact a note to order, a bill of exchange, or an ordinary instrument that carries only the name kimbiyala.
The maker of a promissory note is bound in the same way as the acceptor of a bill of exchange (Article 227(1)), that is, by a direct obligation to pay at maturity. Article 224 refers to the bill-of-exchange rules on endorsement, maturity, payment, recourse, protest, limitation and precautionary attachment, so they apply to the promissory note to the extent they do not conflict with its nature.
2. The Mandatory Statements, and What Happens When One Is Missing
Article 222 sets seven statements that a note to order contains, the first of which is the order clause or the words "note to order" or "kimbiyala" in the body of the note; among them are the unconditional undertaking to pay a specified sum of money, the name of the person to whom payment must be made, and the maker's signature. Article 223 deals with the absence of some of these statements through legal presumptions: a note with no maturity date is payable on sight, a note with no date of issue is treated as issued on the actual date it was delivered to the payee, and a note without the word "kimbiyala" remains one if the meaning of its body shows that it is. Where these presumptions do not help, however, a note lacking the statement is not considered a note to order.
The signature has its own rule. Article 221 includes in the meaning of signature the handwritten signature, the seal and the fingerprint, but it requires two witnesses to attest that the owner of the seal or fingerprint signed before them knowing what he was signing. A promissory note bearing a seal or a fingerprint without this attestation opens the way to a dispute over the validity of the signature.
The paper falling outside the description of a note to order does not necessarily mean that the debt is extinguished, but it deprives its holder of the special rules for commercial papers, such as the joint and several liability of the signatories and the rule that personal defenses cannot be raised against a holder in good faith. When studying the file, the lawyer assesses what evidentiary value the paper retains if it loses its commercial character, and which of the two routes is better suited to recovering the right.
3. The Promissory Note, the Cheque and the Bill of Exchange: A Comparison of Commercial Papers
The following table sets out what distinguishes the three commercial papers under Jordanian law:
| Point of comparison | Promissory note (note to order) | Cheque | Bill of exchange (bolisa or suftaja) |
|---|---|---|---|
| Nature of the paper | An undertaking by the maker to pay (Article 123(b)) | An order to pay on sight (Article 123(c)) | An order from the drawer to the drawee to pay (Article 123(a)) |
| Parties | Two parties: the maker and the payee | The drawer, the drawee and the payee; a cheque may be drawn only on a bank (Article 230) | The drawer, the drawee and the payee |
| Mandatory statements | Seven statements, including the words "note to order" or "kimbiyala" and the maker's signature (Article 222) | Six statements, including the word "cheque" and the name of the drawee (Article 228) | Eight statements, including the name of the drawee and the drawer's signature (Article 124) |
| Maturity | On sight, on a specified date or on a date that can be determined | On sight | On sight, on a specified date or on a date that can be determined |
| Criminal liability for non-payment | The Penal Code contains no provision criminalizing non-payment of it as such | The offense of issuing a cheque without cover, in the situations set out in Article 421 of the Penal Code, whose application is tied to the cheque's date of issue | The Penal Code contains no provision criminalizing non-payment of it as such |
| Enforcement | A negotiable commercial paper treated as an enforceable instrument (Enforcement Law, Article 6(c)) | A negotiable commercial paper treated as an enforceable instrument (Article 6(c)) | A negotiable commercial paper treated as an enforceable instrument (Article 6(c)) |
The most important difference between the three papers in the table is criminal liability: a person holding a cheque may have a criminal route depending on its date of issue, whereas the holder of a promissory note's route is enforcement and the civil action. The article Bounced Cheques under Jordanian Law sets out the criminal side of the cheque, which has no counterpart for the promissory note.
4. Direct Enforcement of the Promissory Note, and What Halts It
Article 6 of the Enforcement Law requires enforcement to be based on an enforceable instrument, to recover a right that is certain to exist, specified in amount and due for payment, and paragraph (c) of that article covers ordinary instruments and negotiable commercial papers. That is why a promissory note that has fallen due is submitted to the Enforcement Department directly, without going through an action before the court.
This speed, however, depends on the debtor's position. Article 7(c) sets out the grounds on which the debtor may object to commercial papers: denying the signature, alleging forgery, alleging full or partial payment, or alleging that the note is time-barred. If the debtor denies his signature or alleges forgery, or if it appears to the Head of Enforcement from the face of the note that it is time-barred, the enforcement proceedings stop and the creditor is directed to the competent court to prove his claim. An allegation of payment, by contrast, does not stop enforcement except by a decision of the competent court, within the limits of what was objected to.
An objection has a cost for whoever misuses it. If the debtor objects to all or part of the debt and the competent court finds his objection unfounded, the court orders him to pay a fine equal to one fifth of the disputed debt, paid to the Treasury, and enforcement resumes from the point it had reached (Article 7(a)(4)). So the creditor may find that his fast file has turned into a lawsuit, and the debtor may pay a fifth of the debt on top of the principal as the price of an objection that had no basis. Assessing the strength of an objection before it is filed, or how likely one is before the file is opened, varies according to the wording of the paper, the circumstances of its signing and the evidence each party holds, which is itself a legal point that merits consultation.
Limitation of the promissory note has its own rules. Article 8(b) of the Enforcement Law makes commercial papers enforceable unless the action arising from them is time-barred under the relevant laws, and the Commercial Law sets short periods for these actions that vary according to whom the claim is directed against. Article 217 of the Commercial Law, however, preserves for the creditor, even after the limitation period of the commercial paper has expired, the right to bring an action within the ordinary civil limitation period for the right for which the paper was given, and the paper is accepted as evidence in that action.
5. The Guarantor, the Endorser and the Promissory Note Signed in Blank
Many promissory notes are signed by a guarantor alongside the maker. The law allows payment of all or part of the sum of the note to be guaranteed by an aval guarantor (Article 161), and the rules of this guarantee apply to the note to order (Article 226). The guarantor is bound by what the guaranteed party is bound by, and his obligation remains valid even if the obligation he guaranteed is void for any reason, unless the voidness is due to a defect of form (Article 163). Article 185 provides that the signatories of the note are all jointly and severally liable to its holder, who may claim against them individually or together without being bound to follow any order. So the guarantor who assumes the creditor will start with the maker may find himself the first person claimed against.
The maker's position changes when the promissory note passes by endorsement to another person. Article 147, which applies to the promissory note by reference from Article 224, prevents those against whom an action on the note is brought from raising against its holder defenses based on their personal relationships with those who held it before him, unless the holder acquired the note with the intention of harming the debtor. So a buyer who signed a promissory note to a trader and then discovered a defect in the goods may not be able to raise this defect against a party to which the paper passed in good faith.
As for a promissory note that is signed with the amount or date left blank and then filled in contrary to what was agreed, depending on the facts it may give rise to a criminal characterization separate from the debt itself, and the lawyer examines whether it is characterized as forgery or as breach of trust from the circumstances of the handover and the agreement that accompanied it. The rules on this characterization are set out in the article Forgery of Private Documents under the Jordanian Penal Code. Do not sign a promissory note with an essential field left blank before the purpose for which it was handed over has been documented.
6. The Penalty for Non-Payment of a Promissory Note: Between Imprisonment and Enforcement Measures
The Penal Code No. 16 of 1960 contains no provision that makes non-payment of a promissory note an offense in itself, unlike what its Article 421 provides for cheques. What is commonly called "the penalty for non-payment of a promissory note" is in reality the means of compulsion provided by the Enforcement Law, the most prominent of which is debtor imprisonment.
The amending Law No. 9 of 2022 (to the Enforcement Law) added to Article 22 a restriction that the debtor may not be imprisoned if he is unable to perform a contractual obligation, except for real estate leases and employment contracts, and made it effective three years after the law came into force, so its application began on June 25, 2025. This restriction, however, does not close the promissory-note file. Article 23(c) provides that not imprisoning the debtor does not prevent precautionary measures being taken, including a travel ban, and Article 198 of the Commercial Law allows the holder of a note for which a protest for non-payment has been made to place a precautionary attachment on the movable property of everyone bound under it, with the permission of the competent court.
The question that settles the position of each debtor remains: whether the obligation being enforced against him is contractual in the sense the amendment intended, or falls under what remained outside the restriction. The answer depends on the relationship for which the promissory note was written, which is the criterion set out in the article Debtor Imprisonment under the Jordanian Enforcement Law.
Practical note: The rules on the promissory note are divided between the Commercial Law issued in 1966 and the Enforcement Law, which was amended in 2022 and whose imprisonment restriction began to apply in 2025, and much of what circulates about the note was written before the amendment or on the basis of other countries' laws. When assessing the file, the lawyer goes back to the text in force and to the paper itself, the date it was written and the relationship from which it arose, matters that merit a review of the file or consulting a specialist lawyer before taking any action.
7. Frequently Asked Questions
Is a promissory note an enforceable instrument in Jordan?
Yes. Article 6(c) of the Enforcement Law No. 25 of 2007 lists negotiable commercial papers among the enforceable instruments, so a promissory note that has fallen due is submitted to the Enforcement Department directly. However, the debtor denying his signature or alleging forgery stops the enforcement and refers the creditor to the court (Article 7(c)).
Is a person who does not pay a promissory note imprisoned in Jordan?
Non-payment of a promissory note is not an offense under the Penal Code. Imprisonment in enforcement, however, has been restricted by the amendment to Article 22 of the Enforcement Law, whose application began on June 25, 2025, which bars the imprisonment of a debtor unable to perform a contractual obligation except in real estate leases and employment. Whether the restriction applies to a particular promissory note depends on the relationship for which it was written.
What is the difference between a promissory note and a cheque?
A promissory note is an undertaking by the maker to pay, between two parties, while a cheque is an order to pay drawn on a bank and payable on sight (Article 123 of the Commercial Law). Only the cheque gives rise to criminal liability for non-payment, in the situations set out in Article 421 of the Penal Code.
Is a promissory note signed with a fingerprint or a seal valid?
A fingerprint and a seal count as a signature under Article 221 of the Commercial Law, on condition that two witnesses attest that the owner of the seal or fingerprint signed before them knowing what he was signing.
Can the guarantor of a promissory note be claimed against before the original debtor?
It can be. The signatories of the note are jointly and severally liable to its holder, who may claim against them individually or together without being bound to follow any order (Article 185), and the guarantor is bound by what the guaranteed party is bound by (Article 163).
What happens if a promissory note becomes time-barred?
The paper loses its enforceability once the action arising from it is time-barred (Article 8(b) of the Enforcement Law), but Article 217 of the Commercial Law preserves the creditor's right to claim the right for which the promissory note was given within the ordinary civil limitation period, and the paper is accepted as evidence in that action.
Legal Consultation
Promissory-note disputes are delicate for both sides: for the holder, a fast enforcement file may turn into a long lawsuit because of a missing statement or a signature that can be denied, and for the maker or the guarantor, a mistaken objection may cost a fine equal to a fifth of the debt on top of the principal. What is submitted to the Enforcement Department in the first days of the file is hard to remedy once the proceedings are under way. For a specialist legal consultation on enforcement cases, or to read how this file connects with the rules on debtor imprisonment under the Jordanian Enforcement Law and debt collection in Jordan, you can contact Alabwini Law Firm & Legal Consultancy.
