RESOLUTION OF THE PRESIDENT OF THE REPUBLIC OF UZBEKISTAN

of November 8, 2022 No. PP-415

About measures for further enhancement of the legal basis of the corporate relations

For the purpose of further enhancement of organization-legal bases of activities of the commercial organizations, the termination of some types of forms of business of legal entities which lost the relevance, and also implementation of modern corporate management methods:

1. Cancel since December 1, 2022 the following requirements concerning activities of the commercial organizations:

a) creation of services of internal audit in the following organizations:

limited liability companies, except for limited liability companies from shares of the state of 50 percent and more which book value of assets exceeds the hundred-thousandfold size of basic settlement size, and also credit institutions;

joint-stock companies from shares of the state of 50 percent and more and the state unitary enterprises which book value of assets makes less hundred-thousandfold size of basic settlement size;

b) state registration of the foundation agreement of limited liability company;

c) the notarial certificate of the power of attorney issued to representatives of the members of limited liability companies who are the legal entity for participation on general meeting;

d) establishment of the size of reserve fund during its creation in limited liability companies at least 15 percent from their authorized fund (authorized capital).

2. Determine that, since March 1, 2023, creation of the legal entity in form of business of the unitary enterprise or additional liability company is not allowed.

To the Ministry of Justice together with the relevant ministries and departments till March 1, 2023 to approve the plan of organizational measures providing completion till January 1, 2025 of processes of change of form of business of the legal entities performing activities in form of business of the unitary enterprise or additional liability company.

3. Agree with the offer of the Ministry of Justice, Ministry of Finance and Agency on management of the state assets on enhancement of the requirement of disclosure of information and reports by issuers of securities.

Determine that, since October 1, 2023, economic societies:

which securities are included in listing of stock exchange, along with information and reports which are subject to disclosure according to acts of the legislation open data on cash flow and cancellation of part of share issue;

which securities are not included in listing of stock exchange, do not discover without fail essential facts which list is determined by authorized state body by regulation of the security market, except for of commercial banks, insurance companies and joint-stock companies, in authorized fund (authorized capital) of which the state share constitutes 50 percent and more, and also joint-stock companies, in authorized fund (authorized capital) of which the share of data of joint-stock companies constitutes 50 percent and more.

4. For the purpose of protection of the rights of participants (shareholders) and creditors of economic societies to establish procedure, according to which since April 1, 2023:

non-cash deposits to authorized capital (authorized capital) of limited liability company cost over the ten-thousand size of basic settlement size are estimated by the estimative organization and cannot exceed estimated value;

by reorganization of legal entities by merge, accessions and changes of form of business of the right and the obligation of the companies are considered passed to the reorganized legal entity irrespective of specifying about it in the transfer act;

solutions of the supervisory board of economic societies on share issue, corporate bonds and other securities reveal according to acts of the legislation as essential fact.

5. Establish procedure according to which since March 1, 2023 the authorized state body on regulation of the security market publishes in mass media and (or) on the official website information on the following facts within two working days from the date of their approach:

state registration of issue of securities, its suspension, recognition cancelled or invalid;

issue, suspension, cancellation, cancellation of the license for the right of implementation of professional activity in the security market;

to issue of the qualification certificate on the right of implementation of transactions with securities, rendering services and (or) performance of works in the security market.

6. Determine that:

a) since July 1, 2023 information on creation of branches, representations and forming of authorized fund (authorized capital), and also initiation of proceedings on insolvency of economic society is published on the Single portal of interactive state services.

At the same time this information is placed the responsible ministries and departments on the Interdepartmental integration platform of the Electronic Government system;

b) the important changes and additions made to the rules of implementation of the biddings with securities on the stock exchange exerting impact on members of the exchange and the listing companies are posted on the website of stock exchange for discussion at least in fifteen days prior to their approval;

c) since January 1, 2023 the minutes of the supervisory board and general meeting of participants (shareholders) of economic societies, in authorized fund (authorized capital) of which the state share constitutes 50 percent and more, take place in the information system "Davlat of Mulka" of the Agency on management of the state assets in ten-day time after their registration.

7. To the Supreme Court together with the Ministry of Justice and the National agency of perspective projects:

to post monthly on the official website of the Supreme Court, in the National database of the legislation of the Republic of Uzbekistan and social networks of decision of the courts about results of consideration of corporate disputes in the depersonalized form;

to quarterly organize seminars and "round tables" on the disputes following from the corporate relations and also practice of their permission with participation of judges and representatives of economic societies.

8. Approve "Road map" on further enhancement of the legal basis of the corporate relations according to appendix.

9. To the Ministry of Justice together with the Ministry of Finance, the Ministry of Economic Development and reducings poverty, Agency on management of the state assets and Chamber of Commerce and Industry:

till July 1, 2023 to develop on the basis of the best foreign practices and to introduce the bill "About Limited Liability Companies" to the Cabinet of Ministers;

it is regular to realize measures for widespread introduction in practice of new mechanisms of corporate management, including corporate and konsortsiumny agreements;

together with the interested ministries and departments in three-months time to make in the Cabinet of Ministers offers on the changes and amendments in acts of the legislation following from this resolution.

10. To impose control of execution of this resolution on the Prime Minister of the Republic of Uzbekistan A. N. Aripov.

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