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RESOLUTION OF THE PLENUM OF THE SUPREME ECONOMIC COURT OF THE REPUBLIC OF UZBEKISTAN

of June 20, 2014 No. 262

About some questions of permission economic courts of corporate disputes

(as amended on 20-11-2023)

For the purpose of ensuring the correct and uniform application by economic courts of acts of the legislation in case of permission of corporate disputes, following from activities of economic partnerships, being guided by article 47 of the Law of the Republic of Uzbekistan "About courts", the Plenum of the Supreme economic court of the Republic of Uzbekistan decides:

1. In case of the dispute resolution between participants, participants and economic partnerships, including between shareholders, the shareholder and the joint-stock company following from activities of economic partnerships to courts it is necessary to be guided by the Civil code of the Republic of Uzbekistan (further - group of companies), the Economic Procedure Code of the Republic of Uzbekistan (further - EPK), the laws of the Republic of Uzbekistan "About joint-stock companies and protection of shareholder rights", "About societies with the limited and accessorial liability", "About economic partnerships" and other acts of the legislation.

3. The legal and (or) physical person or person authorized by them which signed the foundation agreement of economic partnership as the party, and who assumed liability on organization of economic partnership is considered the founder of this partnership and society.

The legal and (or) physical person having share (shares, contribution) in economic partnership becomes the participant (shareholder) of this economic partnership after state registration of economic partnership in the procedure established by the law and receipts of the status of the legal entity.

The legal and (or) physical person which acquired the shares placed by joint-stock company becomes the shareholder of this society from the moment of introduction in accordance with the established procedure of the corresponding receipt record into the custody account.

4. Courts should mean that for examination whether person is participant (shareholder) of economic partnership it is necessary to request:

the copy of the entire foundation agreement and partnership in commendam certified in accordance with the established procedure;

the copy of the foundation agreement of society certified in accordance with the established procedure with the limited and accessorial liability (if the number of founders makes two and more persons) and the charter of society;

the statement from the shareholder register of joint-stock company;

the supporting document about refusal of share for benefit of the receiver of share in authorized fund;

in case of sale of share of authorized capital of society through open biddings - the protocol on results of bidding.

7. Draw the attention of courts that the dispute between the director of society, board members of society, the trustee and society which arose under the agreement signed based on part eight of article 79 of the Law of the Republic of Uzbekistan "About joint-stock companies and protection of shareholder rights" though it also follows from activities of society is not subordinated to economic court as this dispute follows from employment relationships. The same rule is effective concerning the disputes between sole executive body (director) of society and society with the limited and accessorial liability which arose under the agreement signed according to part two of article 39 of the Law of the Republic of Uzbekistan "About societies with the limited and accessorial liability".

In case of the appeal to economic court of the shareholder who is at the same time the employee of society with the action for declaration on employment dispute such statement is subject to transfer to court on civil cases on jurisdiction based on requirements of article 31-1 EPK and if the action for declaration is adopted to production, determination about transfer of case papers into consideration of court on civil cases on jurisdiction and the termination of economic legal proceedings is taken out.

8. Courts should mean that on this category of cases measures for providing the claim, stipulated in Article 94 EPK are applied. At the same time measures for providing the claim shall conform to the declared requirements, that is to be connected with matter in issue, proportional to claims, necessary and sufficient for ensuring execution of the court ruling.

9. Draw the attention of courts that the claim about assignment of obligation on economic partnership on the question carried to powers of its governing body (for example, increase or reduction of authorized fund (authorized capital), approval of organizational structure partnership, formation of executive body partnership, election (appointment) of his head and early termination of its powers) is subject to refusal in satisfaction as accomplishment of this obligation according to the legislation is included into competence of governing body of partnership.

10. According to part five of article 19 of the Law of the Republic of Uzbekistan "About economic partnerships" the powers of procuration of partnership conferred to one or several participants can be stopped by court upon the demand of one or several other participants of partnership in the presence to that the bases, in particular, owing to gross violation by the authorized person (persons) of the obligations or its found inability to business management. Based on court resolution necessary changes are made to the foundation agreement of partnership.

Explain to courts that any participant (participants), irrespective of its share in authorized capital of society and availability of the decision of general meeting on the matter having the right to file the action for declaration about the termination of power of the participant.

11. According to part two of article 22 of the Law of the Republic of Uzbekistan "About economic partnerships", participants of partnership have the right to require judicially exception any of participants of partnership according to the unanimous decision of the remaining participants and in the presence to that the bases, in particular, owing to gross violation by this participant of the obligations or its found inability to business management.

12. By consideration of disputes on the termination of powers, about exception any of participants of partnership courts should determine powers of this participant by studying of constituent documents of partnerships. At the same time proof of the facts of gross violation by the defendant (defendants) of the obligations or its inability to business management of partnership is obligation of the claimant (claimants).

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