![]()
In accordance with art. 3 of the Law “On joint-stock companies and protection of shareholders’ rights” No. 370 dated 06.05.2014 [https://www.lex.uz/docs/2382411] (hereinafter – the “Law on JSC”) a joint-stock company (hereinafter – the “JSC” or “Company”) is a commercial organization whose statutory fund is divided into a certain number of shares certifying the rights of shareholders in relation to the company. The Company is a legal entity and owns the separate property, including property transferred to it in the statutory fund, accounted for on its balance sheet, can acquire and exercise property and personal non-property rights on its behalf, bear obligations, be a plaintiff, and the defendant in court.
According to art. 57 of the Law on JSC, the management bodies of JSC are the following:
- The General Meeting of shareholders;
- The Supervisory Board;
- The Executive Body.
The supreme body is the General Meeting of shareholders and, under art. 59 of the Law on JSC, a wide range of powers are included in its competence. Namely, issues concerning the statutory fund, charter, reorganization, liquidation, securities, as well as issues of organizational structure.
The executive body of the company may be represented by the director (sole executive body) or the board of the company. The board is a collegial body, the head of which is the Chairman. The executive body is formed by the General Meeting of shareholders or the supervisory board if it is stipulated in the Charter of the company. This body manages the current activities of the company and performs the functions assigned to it by the charter of the company. However, the main function is the execution of decisions of the General Meeting of shareholders and the supervisory board of the company.
JSC has several distinctive features:
- shareholders are not liable for the company's obligations and bear the risk of losses associated with its activities to the extent of the value of the shares they own;
- in the case of withdrawal of one of the shareholders from the company, the statutory fund of the JSC will not be reduced;
- if the number of voting shareholders exceeds 30, a supervisory board must be created;
- the nominal value of shares cannot be more than UZS 5 000 (approx. USD 0.5).
- THE PROCEDURE FOR THE FORMATION AND STATE REGISTRATION OF JSC
According to art. 9 of the Law on JSC a company can be created through the establishment or reorganization of a legal entity.
The creation of the company through the establishment is carried out by the decision of the founders (founder). The decision to establish a company is taken by the establishment assembly. In the case of two or more founders, a Deed of incorporation shall be concluded. The founders also determine the procedure for their joint activities in establishing the company, the size of the statutory fund of the company, the types of shares to be placed among the founders, the size and procedure for their payment, the rights and obligations of the founders.
The constituent document of the company is its charter, which must meet the requirements of art. 13 of the Law on JSC. In the case of two or more founders, also the Deed of incorporation is considered a constituent document of the company.
The statutory fund of the company is made up of the nominal value of the shares of the company acquired by the shareholders. According to art. 31 of the Law on JSC payment for shares can be made in cash, property, as well as rights that have a monetary value.
It is important to note that the deadline for the formation of the statutory fund of the company in the amount provided by the charter of the company as well as placement of the shares of the initial issue shall not exceed one year from the moment of state registration of the company (art. 17, 33 of the Law on JSC). Moreover, the Central securities depository forms a list of shareholders of the company.
It is noteworthy that requirements for the minimal size of the statutory fund may differ depending on the licensing requirements. For example:
- License to carry out activities in the field of crypto-assets turnover (30.000 basic estimate amounts – UZS 8.100.000.000 - approx. USD 757.000) https://lex.uz/docs/4176343];
- License for the production of food and technical ethyl alcohol, alcoholic beverages (1 000 or 10 000 basic estimate amounts depending on the type of the product – UZS 270.000.000 or 2.700.000.000 – approx. USD 25.200 or 252.400 respectively) [https://lex.uz/docs/4486147#4487822];
- REGISTRATION OF Joint-Stock Companies
JSC shall be registered as a legal entity. Consequently, according to paragraph 10 of the Regulations on the procedure of state registration of business entities approved by Decree the Cabinet of Ministers On measures to implement the presidential decree No. 2646 dated 28.10.2016 "On improvement of state registration and registration of business entities" No. 66 dated 09.02.2017 [https://lex.uz/docs/3111342#3111673] (hereinafter – the “Regulation”) the applicant requests the automated system of state registration of business entities (hereinafter - the “System”) [https://my.gov.uz/ru/service/57] or applies in person. So, the following requirements and conditions shall be met:
|
In-person application
|
Online application
|
- Original constituent documents (Charter) in the state language (one copy);
- Original Decision on the formation of the company and approval of constituent documents;
- A copy of the payment document for the state fee in the amount of 1 basic estimate amount (UZS 270 000 – approx. USD 25);
- Identity document and power of attorney, if the documents for registration are submitted by the founder's representative;
- Registration period - in real-time, but not more than 30 minutes.
|
- E-version of constituent documents in the state language;
- E-version of the Decision on the establishment of the company and approval of constituent documents;
- Consent of each founder to become a member of the founders (confirmation by e-mail);
- Signing the request with the e-signature by all foreign founders;
- Payment of the state duty in the amount of 50% of the basic estimate amount (UZS 135 000 – approx. USD 13);
- Time of registration - within 30 minutes after the payment of the state fee.
|
