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LAW OF THE REPUBLIC OF TAJIKISTAN

of March 5, 2007 No. 237

About joint-stock companies

(The last edition from 14-11-2016)

CHAPTER 1. GENERAL PROVISIONS

Article 1. Purposes of this Law

This Law determines legal status, procedure for creation, reorganization and liquidation of joint-stock companies, the rights, obligations, protection of the rights and interests of shareholders and the third parties, powers and responsibility of bodies and officials of joint-stock companies.

Article 2. Legislation of the Republic of Tajikistan on joint-stock companies

The legislation of the Republic of Tajikistan on joint-stock companies is based on the Constitution of the Republic of Tajikistan and consists of the Civil code of the Republic of Tajikistan, this Law and other regulatory legal acts of the Republic of Tajikistan, and also the international legal acts recognized by Tajikistan.

Article 3. Basic concepts

In this Law the following basic concepts are used:

- joint-stock company - the commercial organization which authorized capital is divided into certain number of shares their participants (shareholders) do not bear responsibility according to obligations of joint-stock company and bear probability of losses from its activities within cost of the stocks owned by them;

- the convertible bond - the security issued by joint-stock company which is subject to exchange for the share of this joint-stock company on the conditions established in case of release of the convertible bond;

- registry holder - the professional participant of the security market or the responsible person of joint-stock company performing activities for maintaining and storage of the register of shareholders;

- the nominee holder of the share - person, the professional participant of the security market who is not the owner of the share, representing the interests of the shareholder concerning its shares and enabling the realization of the rights on them on its own behalf and at the request of the owner based on the agreement;

- authorized body - the state body performing state regulation of the relations developing in the security market;

- the dividend - the part of net profit of joint-stock company distributed among shareholders it is pro rata to number of shares;

- the placed share - the share which is in circulation in the security market. The number of these shares is determined by difference of total quantity of the shares and shares which are on balance of the most joint-stock company;

- the preferred cumulative share - the share which dividends remained not paid for the lack of profit of joint-stock company, but are subject to payment in the years ahead;

- the bearer share - the share which name and surname of the holder are not specified in the shareholder register of joint-stock company and is recognized from the legal point of view the full-fledged shareholder of joint-stock company. Dividends by this type of shares are paid on presentation of shares;

- the nominal share - the share issued addressed to certain person and registered in the shareholder register of joint-stock company. Sale or transfer of nominal shares is performed under the transfer act (endorsement);

- the voting share - the share granting to the holder the right to vote at General shareholder meeting personally or through the authorized representative;

- public placement of the shares and bonds of joint-stock company converted into shares - share placing and the bonds of joint-stock company converted into shares among wide range of persons whose list and quantity cannot be in advance determined, by means of the public announcement, carrying out promotion company, the biddings;

- cumulative vote - method of vote in case of which on each share participating in vote, the number of votes equal to total number of members of collegiate governing body of joint-stock company is necessary;

- affiliates - the physical persons or legal entities capable to exert impact on activities of business entities. Affiliates of joint-stock company his officials (board members (Supervisory board), members of collegiate executive body) and the shareholder owning 20 and more percent of its voting shares are recognized;

- the authorized capital - the minimum capital of joint-stock company, at the time of its organization which size is established by this Law;

- the beneficial owner (beneficiary) - one or several physical persons which finally directly or indirectly has property (has more than 25 percent of the prevailing equity participation of the client or from total number of shares of the client with voting power) or really control the client and/or person in whose interests transaction/transaction, also persons controlling the legal entity is made.

Article 4. Legal status of joint-stock company

1. The joint-stock company is legal entity and performs duties, for implementation of activities, not prohibited by the legislation of the Republic of Tajikistan.

2. The joint-stock company can be engaged in separate types of activity which list is determined by the Law of the Republic of Tajikistan "About licensing of separate types of activity" only based on the license.

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