ORDER OF THE GOVERNMENT OF THE REPUBLIC OF TAJIKISTAN

of November 2, 2013 No. 493

About Rules of carrying out state registration of legal entities, individual entrepreneurs, branches and representations of foreign legal entities

According to article 4 of the Law of the Republic of Tajikistan "About state registration of legal entities and individual entrepreneurs" the Government of the Republic of Tajikistan decides:

Approve Rules of carrying out state registration of legal entities, individual entrepreneurs, branches and representations of foreign legal entities (are applied).

Approved by the Order of the Government of the Republic of Tajikistan of November 2, 2013 No. 493

Rules of carrying out state registration of legal entities, individual entrepreneurs, branches and representations of foreign legal entities

1. General provisions

1. Rules of carrying out state registration of legal entities, individual entrepreneurs, branches and representations of foreign legal entities (further - Rules) are developed based on the Law of the Republic of Tajikistan "About state registration of legal entities and individual entrepreneurs" (further - the Law), the Tax code of the Republic of Tajikistan, the Civil code of the Republic of Tajikistan and others is normative - legal acts of the Republic of Tajikistan.

2. These rules determine procedure for regulation from the body performing state registration, procedures of state registration of creation of legal entities, reorganization, liquidation of the legal entity and the termination of activities of the individual entrepreneurs performing the activities based on the certificate, modification and amendments in the Unified state register (further - EGR), state registration of creation and the termination of activities of branches and representations of foreign legal entities, and also modification and amendments in the data containing about branches and representations of foreign legal entities in EGR.

3. During the address of applicants for holding procedures of state registration the staff of the body performing state registration shall check correctness of the documents offered for the purpose of state registration and in the terms determined by the Law to enter data in EGR, about adoption of documents to issue the receipt to the applicant or to refuse to it according to requirements of article 34 of the Law.

4. During state registration of creation of the legal entity, founder or the head of which is the physical foreign person, except the documents provided in article 11 of the Law, in the body performing state registration the visa, the registration card or permission the residence permit is submitted.

2. State registration of the legal entity created by reorganization

5. According to requirements of Articles 58 and 59 of the Civil code of the Republic of Tajikistan, article 61 of the Tax Code of the Republic of Tajikistan, Articles 93 - 98 Laws of the Republic of Tajikistan "About joint-stock companies", Articles 57 - 62 Laws of the Republic of Tajikistan "About limited liability companies" and articles 13-18 of the Law of the Republic of Tajikistan "About state registration of legal entities and individual entrepreneurs" are determined forms of state registration of the legal entity created by reorganization.

6. During reorganization of the legal entity in the form of merge, in the body performing state registration the following documents are provided:

- the statement on state registration of creation of the legal entity in the form approved by the body performing state registration (form 01);

- the decision of authorized body of the legal entity on reorganization of the legal entity in the form of merge;

- the letter to the body performing state registration about decision making about merge (within 5 working days from the date of decision making);

- agreement on merge;

- the copy of the publication in one of republican press organs about merge of the legal entity (this term shall be at least 30 days from the moment of the publication);

- the conclusion of the state antimonopoly authority if their total book value of assets (assets of their groups of persons) on the last balances exceeds hundred thousand indicators for calculations;

- transfer act;

- copy of the identity document of the head of executive body of the legal entity, founder or authorized person;

- certificates on state registration of the merging legal entities;

- certificates of the identification taxpayer numbers (ITN) of the merging legal entities;

- supporting documents (certificate) of delivery of seals (stamps);

- certificate of closing of bank accounts;

- act of complex tax audit and certificate of tax authority of lack of execution of tax obligation;

- receipt on payment of the state fee.

7. During reorganization of the legal entity in the form of allocation, in the body performing state registration the following documents are provided:

- the statement on state registration of creation of the legal entity in the form approved by the body performing state registration (form 01);

- the decision of authorized body of the legal entity on reorganization of the legal entity in the form of allocation;

- the letter to the body performing state registration about decision making about allocation (within 5 working days from the date of decision making);

- foundation agreement;

- the conclusion of the state antimonopoly authority if the size of assets exceeds fifty thousand indicators for calculations;

- separation balance sheet;

- copy of the identity document of the head of executive body of the legal entity, founder or authorized person;

- receipt on payment of the state fee.

8. During reorganization of the legal entity in the form of accession, in the body performing state registration the following documents are provided:

- the statement for modification and amendments of EGR concerning the legal entity in the form approved by the body performing state registration (form 04);

- the decision of authorized body of the legal entity on reorganization of the legal entity in the form of accession;

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