Document from CIS Legislation database © 2003-2021 SojuzPravoInform LLC

LAW OF THE REPUBLIC OF UZBEKISTAN

of December 6, 2001 No. 310-II

About societies with the limited and accessorial liability

(as amended on 21-07-2020)

Chapter I. General provisions

Article 1. Purpose of this Law

The purpose of this Law is regulation of the relations in the field of creation, activities, reorganization and liquidation of societies with the limited and accessorial liability.

Article 2. The legislation on societies with the limited and accessorial liability

The legislation on societies with the limited and accessorial liability consists of this Law and other acts of the legislation.

Article 3. Limited liability company

Limited liability company the economic society founded by one or several persons is recognized, the authorized capital (authorized capital) of which is divided into shares of the sizes determined by constituent documents. Members of limited liability company 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 limited liability company who did not completely make contributions bear joint liability according to its obligations within the cost of unpaid part of contribution of each of members of society.

Article 4. Additional liability company

Additional liability company the economic society founded by one or several persons is recognized, the authorized capital (authorized capital) of which is divided into shares of the sizes determined by constituent documents. Members of such society solidary bear subsidiary responsibility according to its obligations the property in the multiple size, identical to all, to the cost of the contributions made by them determined by constituent documents of society.

The extreme extent of responsibility of participants of additional liability company is provided in the charter of additional liability company.

In case of bankruptcy of one of participants its responsibility according to obligations of additional liability company is distributed between other participants in proportion to their deposits if other procedure for distribution of responsibility is not provided by constituent documents of society.

Article 5. Legal status of societies with the limited and accessorial liability

Society with the limited or accessorial liability (further - society) acquires the status of the legal entity from the moment of its state registration according to the procedure, established by the legislation.

Society has the right to act as the founder or to participate otherwise in authorized fund (authorized capital) of other legal entities, to create representations and branches according to the procedure, established by the legislation.

Society is created sine die if other is not established by its constituent documents.

Society has the right to have the round stamp containing its full trade name in state language and specifying of the location of society. The seal of society may contain also its trade name in other languages at the choice of society.

Society has the right to have stamps and forms with the trade name, own emblem, and also the trademark registered in accordance with the established procedure and other means of individualization of participants of civil circulation, goods, works and services.

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

Society can perform the any kinds of activities which are not forbidden by the legislation.

Society can be engaged in separate types of activity which list is determined by legal acts only based on the license.

Society bears responsibility according to the obligations all property belonging to it.

Society does not answer for obligations the participants.

In case of bankruptcy of society because of person acting as the participant subsidiary responsibility according to its obligations can be conferred on such person in case of insufficiency of property of society.

The state and its bodies do not bear responsibility according to obligations of society, as well as society does not bear responsibility according to obligations of the state and its bodies.

Article 6. Trade name of society and its location

Society shall have complete and has the right to have the reduced trade name in state language and at the same time in other languages at the choice of society.

The full trade name of limited liability company shall contain full name of society and the word "with the limited liability". The reduced trade name of limited liability company shall contain the complete or reduced its name and the words "with the limited liability" or abbreviation of MChJ.

The full trade name of additional liability company shall contain full name of society and the word "with the accessorial liability". The reduced trade name of additional liability company shall contain the complete or reduced its name and the words "with the accessorial liability" or abbreviation of QMJ.

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 legal acts.

The trade name of the society created with foreign participation can include specifying on the state accessory of his founders.

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.

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

Article 7. Members of society

Members of society are legal entities and physical persons.

Participation of separate categories of physical persons in society can be forbidden or limited to the law.

State governing bodies have no right to act as members of societies if other is not established by the legislation.

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

Society cannot have as the single participant other society consisting of one person, except as specified, when his single participant is the joint-stock company consisting of one shareholder.

The number of members of society shall not be more than fifty.

If the number of members of society will exceed the limit set by part six of this Article, society within year shall be transformed to 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 set limit, it is subject to liquidation judicially upon the demand of the body performing state registration of legal entities.

If between members of society because of irreconcilable disagreements the agreement on questions of management of society due to the lack of enough voices for decision making cannot be reached, the conflict situation is resolved judicially.

Article 8. Rights of members of society

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 according to the procedure, established by the legislation and constituent documents of society;

take part in profit distribution;

sell or to otherwise yield the share in authorized capital (authorized capital) of society or its part 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 according to the procedure, provided by this Law and constituent documents of society;

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

Members of society whose shares in total constitute at least than ten percent of authorized fund (authorized capital) of society have the right to require judicially exception of society of the participant who roughly breaks the obligations or makes by the actions (failure to act) impossible activities of society or significantly complicates it.

Members of society can have and other rights, stipulated by the legislation and constituent documents of society.

Article 9. Obligations of members of society

Members of society shall:

make contributions according to the procedure, the sizes, methods and in terms which are provided by this Law and constituent documents of society;

not disclose confidential information on activities of society.

Members of society perform also other duties, stipulated by the legislation and constituent documents of society.

Chapter II. Organization of society

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