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LAW OF THE AZERBAIJAN REPUBLIC

of December 5, 2023 No. 1034-VIQD

About modification of the Civil Code of the Azerbaijan Republic

Millie Majlis of the Azerbaijan Republic, being guided by Item 15 of part I of article 94 of the Constitution of the Azerbaijan Republic, decides:

Article 1. In the Civil Code of the Azerbaijan Republic (Collection of Legal acts of the Azerbaijan Republic, 2000, No. 4 (Book I), Article 250, No. 5, Article 323; 2002, No. 12, Article 709; 2003, No. 8, Art. 420, 2004, No. 3, Art. 123, No. 5, Art. 318, No. 6, Art. 415, No. 10, Art. 761, No. 11, Art. 901, 2005, No. 10, Art. 2, Article 61, No. 6, Article 466, No. 8, Articles 684, 692, 693, No. 11, Article 996, No. 12, Article 1085, 2006, No. 2, Article 68, No. 3, Article 225, No. 5, Article 387, No. 6, Article 478, No. 8, Article 657, No. 12, Article 1005, 2007, No. 2, Article 80, No. 6, Article 560, No. 8. Article 745, No. 10, Article 937, No. 11, Article 1053, No. 12, Articles 1215, 1219, 2008, No. 3, Article 145, No. 6, Article 456, No. 7, Article 602, No. 12, Article 1049, 2009, No. 2, Article 47, No. 5, Article 295, No. 6, Article 404, No. 7, Article 517, 2010, No. 2, Article 75, No. 3, Article 171, No. 4, Articles 265, 266, 276, 2011, No. 7, Article 586, No. 8, Article 750, No. 12, Articles 1073, 1102, 2012, No. 1, Article 5, No. 5, Article 403, No. 6, Article 498, 2013, No. 1, Article 15, No. 6, Article 620, No. 11, Article 1280, No. 12, Articles 1469, 1478; 2014, No. 2, Article 96, No. 7, Article 768; 2015, No. 3, Article 254, No. 5, Article 512, No. 7, Article 814, No. 10, Article 1093; 2016, No. 1, Article 26, No. 2 (Book I), Articles 186, 204, No. 3, Article 401, No. 4, Articles 640, 646, No. 6, Article 1005, No. 7, Article 1248, No. 12, Articles 1998, 2018; 2017, No. 2, Articles 151, 153, No. 4, Article 524, No. 5, Articles 703, 735, No. 6, Article 1035, No. 11, article 1953, No. 12 (book I), Articles 2210, 2234, 2239; 2018, No. 2, Article 142, No. 4, Article 650, No. 5, Articles 845, 851, No. 11, article 2212, No. 12 (book I), Articles 2467, 2518, 2526, 2533; 2019, No. 1, Articles 23, 50, No. 5, Articles 806, 812, 814, No. 6, Articles 994, 996, No. 7, Article 1202, No. 8, Article 1369, No. 11, Art. 1681, No. 12, Article 1908; 2020, No. 5, Article 515, No. 7, Articles 822, 832, 839, 843, No. 12 (book I), Article 1423, 1435; 2021, No. 1, Article 8, No. 4, Article 307, No. 6 (Book I), Articles 556, 558, No. 7, Article 711, No. 8, Article 894, No. 11, Article 1206, No. 12, Article 1335; 2022, No. 6, Article 580, No. 8, Articles 824, 828, 833; 2023, No. 1, of Article 7, of 22, No. 3, Article 333, No. 4, Article 445, No. 6, Article 742, No. 7, of Article 881, of 900, No. 8 (The book I, Article 1094)) to make the following changes:

1.1. Under Article 90:

1.1.1. To exclude the words "including release by combination of requirements to society" from Article 90.3;

1.1.2. Add with Article 90.3-1 of the following content:

"90.3-1. In case of increase in the authorized capital of limited liability company according to the unanimous decision of members of society of person, the having monetary claims to this society, can be exempted from obligation of entering of the capital into the authorized capital by combination of monetary claims and formation by the member of limited liability company. The individuals having monetary claim to society and (or) society can take such initiative.

Combination of monetary claims of persons having monetary claims to the subjects controlled in the financial markets of shares in the authorized capital of these subjects is performed taking into account established by the legislation regulating the financial markets of requirements to acquisition of considerable share.";

1.1.3. In Article 90.4 after words "(or)" in the second case to add words "by combination of monetary claims of persons having monetary claims to society, share in the authorized capital of this society and (or)" and the second and third offers of the following content:

"Except as specified availability in the laws regulating the financial markets of regulations on combination of monetary claims of shares in the authorized capital of society if the pending loss of society as a result of economic activity is exceeded by its authorized capital and difference between this excessive amount and outstanding amount which is provided to be combined at the expense of share, is eliminated with investment of the supplementary capital, combination of monetary claims is allowed to society. In case of determination of unpaid loss as a result of economic activity of society the costs which arose due to the depreciation charges in fixed assets are not considered.";

1.2. Under Article 103:

1.2.1. It is necessary to exclude the words "including release by combination of requirements to society" from Article 103.4;

1.2.2. Add with Article 103.4-1 of the following content:

"103.4-1. With the majority in two thirds of voices of the shareholders of joint-stock company having the right to vote, faces having monetary claims to this society can be exempted from obligation to pay shares of society by combination of the monetary claims and formation by the shareholder of joint-stock company (acquisition of in addition issued shares). Persons having monetary claim to society and (or) society can take such initiative. Acquisition of in addition issued shares by combination of monetary claim is allowed to society by method of the closed placement. Combination of monetary claims of persons having monetary claims to the subjects controlled in the financial markets of shares in the authorized capital of these subjects is performed taking into account established by the legislation regulating the financial markets of requirements to acquisition of considerable share.";

1.3. Under Article 104:

1.3.1. The second offer of Article 104.1 to consider the third offer and to add the second offer of the following content:

"In case of manifestation by persons having monetary claims to society of initiative of share acquisition by combination in the decision on release of additional shares shall be specified. persons who will acquire these shares";

1.3.2. Add with Article 104.1-1 of the following content:

"104.1-1. Except as specified availability in the laws regulating the financial markets of regulations on combination of monetary claims the shares which are in addition issued by society if the unpaid loss of society as a result of economic activity exceeds its authorized capital the difference between the excessive amount and outstanding amount which is provided to be combined in addition issued shares, is eliminated by release of additional shares, combination of monetary claims is allowed to society. In case of determination of unpaid loss as a result of economic activity of society the costs which arose due to the depreciation charges in fixed assets are not considered.

Article 2. This Law becomes effective since January 1, 2024.

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