Document from CIS Legislation database © 2003-2022 SojuzPravoInform LLC

LAW OF THE REPUBLIC OF TAJIKISTAN

of May 10, 2002 No. 53

About limited liability companies

(as amended on 19-07-2022)

Chapter 1. General provisions

Article 1. The relations regulated by this Law

1. This Law determines legal status of limited liability company, the right and obligation of his participants, procedure for creation, reorganization and liquidation of society.

2. Features of legal status, procedure for creation, reorganization and liquidation of limited liability company in spheres of banking, insurance, investing and exchange activity are determined by the laws of the Republic of Tajikistan.

Article 2. Concept of limited liability company

1. Limited liability company (further - society) the economic society founded by one or several persons which authorized capital is divided into shares in the sizes determined by constituent documents is recognized. Members of society do not answer for its obligations and bear risk of the losses connected with activities of society within the cost of the contributions made by them.

The members of society who made contributions to the authorized capital of society not completely bear joint liability according to its obligations within the cost of unpaid part of contribution of each of members of society.

2. Society has the isolated property considered on its separate balance in property can acquire and perform on its own behalf the property and personal non-property rights, perform duties, to be claimant and the defendant in court.

3. Society is legal entity and has the right to open in accordance with the established procedure bank accounts for the territories of the Republic of Tajikistan and beyond its limits.

Article 3. Trade name of society

Society has the complete official name and has the right to have the reduced trade name in state language.

The full trade name of society in state language shall contain full name of society and the phrase "with the limited liability". The reduced trade name of society shall contain the full or abbreviated name of society and the word "with the limited liability" or abbreviation of "Ltd company".

The trade name of society does not may contain other terms and abbreviations reflecting its form of business, including borrowed from foreign languages if other is not provided by the laws and other legal acts of the Republic of Tajikistan.

Article 4. Location of society and its address

1. The location of society is determined by the place of its state registration. By constituent documents of society it can be determined that the location of society is the place of permanent finding of its governing bodies or the main place of its activities.

2. Society shall have the postal address to which with it communication is performed. Society shall notify the bodies performing state registration of legal entities on change of the postal address.

3. Society shall have the round stamp containing its full trade name in state language. The seal of society may contain also trade name of society in any foreign language.

Society has the right to have stamps and forms with the trade name, own emblem, and also trademarks and other means of individualization registered in accordance with the established procedure.

Article 5. Legal capacity of society

1. Society is the commercial organization, has the civil laws, and performs the duties necessary for implementation of the any kinds of activities which are not forbidden by the legislation of the Republic of Tajikistan connected with its activities.

2. Separate types of activity, stipulated by the legislation the Republic of Tajikistan, society can be engaged only based on licenses. If conditions of representation of permission (license) for implementation of certain type of activity provide the requirement to perform such activities as exclusive, society during effective period of permission (license) has the right to perform only the types of activity provided by permission (license), and the accompanying types of activity.

Article 6. Branches and representative offices of society

1. Society can create branches and open representations according to the decision of general meeting of members of society made at least than two thirds of voices of total number of members of society.

Creation of branches by society and opening of representations in the territory of the Republic of Tajikistan is performed with observance of requirements of this Law and other laws of the Republic of Tajikistan, and outside the Republic of Tajikistan, according to the legislation of foreign state in the territory of which branches are created or representations open if other is not provided by international treaties of the Republic of Tajikistan.

2. Branch of society is its separate division located out of the location of society and performing all its functions (their part), including functions of representation.

3. Representative office of society is its separate division located out of the society location, representing the interests of society and performing their protection.

4. The branch and representative office of society are not legal entities and act on the basis of the provision approved by society. The branch and representation are allocated with the property which created them society.

Heads of branches and representative offices of society are appointed by society and act on the basis of the its powers of attorney.

Branches and representative offices of society perform the activities on behalf of the society which created them. Responsibility for activities of branch and representative office of society bears the society which created them.

Article 7. Affiliated and dependent societies

1. Society can have the affiliated and dependent economic societies with the rights of the legal entity created in the territory of the Republic of Tajikistan according to this Law and other laws of the Republic of Tajikistan, and outside the Republic of Tajikistan, according to the legislation of foreign state in the territory of which affiliated or dependent economic society is created if other is not provided by international treaties of the Republic of Tajikistan.

2. Society is recognized affiliated if other (main) economic society owing to the prevailing participation in its authorized capital, or according to the agreement signed between them, or otherwise has opportunity to determine the decisions made by such society.

3. The subsidiary does not answer on debts of the main economic society.

The main economic society which has the right to instruct subsidiary obligatory for it, answers solidary with subsidiary according to the bargains concluded by the last in pursuance of such instructions.

In case of insolvency (bankruptcy) of subsidiary because of the main economic society, the last bears in case of insufficiency of property of subsidiary, subsidiary responsibility on its debts.

Members of subsidiary have the right to require compensation by the main society of the losses caused through his fault to subsidiary.

4. Society is recognized dependent if other (prevailing) economic society has more than twenty percent of the authorized capital of the first society.

Society which acquired more than twenty percent of voting shares of joint-stock company or more than twenty percent of the authorized capital of other limited liability company shall publish without delay data on it in press organ in which data on state registration of legal entities are published.

Article 8. Members of society

1. Citizens and legal entities can be members of society.

Participation of separate categories of citizens in societies can be forbidden or limited to the legislation of the Republic of Tajikistan.

2. State bodies and regional authorities have no right to act as members of society if other is not established by the legislation of the Republic of Tajikistan. The government of the Republic of Tajikistan can act as the member of society.

Society can be founded by one face who becomes his single participant. Society can become society with one participant subsequently.

Society cannot have other economic society consisting of one person as the single participant.

3. The number of members of society shall not be more than thirty.

If the number of members of society will exceed the limit set by this Item, society within year shall be transformed to open joint stock company or to production cooperative. If during the specified term society is not transformed and the number of members of society will not decrease to the limit set by this Item, it is subject to liquidation judicially upon the demand of the body performing state registration of legal entities, or other state bodies or regional authorities to which the right to presentation of such requirement is granted by the law.

Article 9. Rights of members of society

1. Members of society have the right:

- participate in the administration of society according to the procedure established by this Law and constituent documents of society;

- obtain information on activities of society and get acquainted with its ledgers and other documentation in the procedure established by its constituent documents;

- take part in profit distribution;

- sell or to otherwise yield the share, or its part, in the authorized capital of society to one or several members of this society according to the procedure provided by this Law and the charter of society;

- at any time to leave society irrespective of the consent of other his participants;

- in case of liquidation of society to receive part of the property which remained after settlings with creditors or its cost.

Members of society have also other rights provided by this Law.

2. In addition to the rights provided by this Law, the charter of society can provide other rights (the additional rights) of the member (participants) of society. The specified rights can be provided by the charter of society or are provided to the member (participants) of society according to the decision of general meeting of members of society accepted by all members of society unanimously.

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