January 28, 2021
Procedure for Making Changes to Articles of Association of a Business Entity
1. General procedure (walk-in)
a) What changes are subject to mandatory re-registration
e) Grounds for refusal to re-register
3. Changes to articles of association of the joint-stock company (hereinafter – the “JSC”): Features
4. Re-registration of changes in online mode
The business in the course of its activities is faced with a number of changes both from the outside and inside of it. In this article, the focus will be on changes occurring within the business, namely changes in articles of association that require re-registration.
1. General procedure (walk-in)
a) What changes are subject to mandatory re-registration
According to Appendix No. 1 to the Resolution of the Cabinet of Ministers of the Republic of Uzbekistan No. 66 dated 09.02.2017 “Regulation on the Procedure for State Registration of Business Entities”, the following changes and additions to the registration data are subject to mandatory re-registration:
In relation to legal entities:
1. Change of location (postal address);
2. Changes (additions) of information in articles of association, including those related to changes in the company name, organizational and legal form, size of the authorized fund, composition of the founders, as well as other changes in articles of association;
3. Change in the share (contribution) of the founders (participants) in the authorized capital, with the exception of joint-stock companies;
4. Reorganization (merger, accession, transformation, division, separation) of the business entity;
In relation to individual entrepreneurs:
5. Changes in the composition of participants of a family business entity without the formation of a legal entity;
6. Change of the place of activity of the individual entrepreneur;
7. Change (addition) of the type, change in the direction of activity of the family business entity;
8. Changes (additions) to the registration data of an individual entrepreneur, including the type and direction of activity.
At the same time, in the case of changes specified in paragraphs 1, 5, 6, the subject must perform mandatory re-registration within 10 days from the date of the change.
In turn, in the case of changes specified in the paragraphs 2, 3, 4, 7, 8, such changes must be re-registered within 30 days from the date of the change.
According to Appendix No. 1 to the PCM No. 66 of 09.02.2017 for re-registration of articles of association, the following documents are attached to the request for re-registration:
- Decision of the authorized management body of a business entity on changes and additions to articles of association;
- Articles of association (in the new and start version) in the state language;
- Transfer certificate – when joining and converting;
- Separating balance – in case of allocation;
- A document of the authorized body of the business entity, on the formation of the size of the authorized fund stated in articles of association – if the size of the authorized fund increases;
- Documents confirming the making of additional deposits by the participants of the business entity-a legal entity and deposits by third parties in full amount-with an increase in the size of the authorized fund;
- A document (contract, letter, succession, inheritance, court decision, etc.) confirming the transfer of the share (contribution) – when the share (contribution) is transferred.
In the event of walk-in, re-registration is made at the Public Services Center (hereinafter – the “PSC“) at the location of the legal entity (at the postal address).
The original documents are provided in paper form in one copy.
The applicant must have a passport with him, and if the re-registration is carried out by his representative instead of the applicant himself, then he must present a document confirming his authority along with the identity document. Such a document may be a power of attorney, a contract, a decision of the founders, and other documents in accordance with the law.
For re-registration of articles of association, a state fee is paid. In particular, in case of re-registration in walk-in order, 50% of the the established rate of state duty and fees for the registration and re-registration of a business entity.
Along with the above-mentioned documents that must be submitted, information on the payment of the state fee or a copy of the bank payment document on the payment of the state fee must also be submitted.
Request in person is formed by the worker of the PSC, through the introduction of relevant data in the online System, after entering the data, the worker must print the query and display the applicant for review and validate all the data, then the applicant must personally sign the request, if it is made correctly.
e) Grounds for refusal to re-register
If, when reviewing the submitted documents, the worker reveals the grounds for refusing to re-register, then re-registration may be refused. Such grounds are the following:
- non-payment of the state fee or its payment is not in full;
- the appeal to inappropriate authority registered;
- not all required documents are submitted;
- submission of a decision taken by an unauthorized body;
- setting the size of the authorized capital in articles of association below the minimum size provided for by law;
- in case of re-related to the increase in the size of the statutory Fund and transfer of the shares (contributions) specified, the inappropriateness of documents and (or) information required by law.
As well as for ENTERPRISES WITH FOREIGN INVESTMENTS, the following grounds are additional to the above-mentioned grounds for refusal:
- the size of the share of foreign investments specified in the constituent documents does not correspond to the size of the share established by law for enterprises with foreign investments;
- absence of a foreign legal entity as a member of the founders of an enterprise with foreign investments.
In addition, for a MARKET or a SHOPPING COMPLEX, an additional ground for refusal is absence of a local government authority with a share in the authorized capital of at least 51% in the composition of the founders of the market and shopping complex.
In addition, for JOINT-STOCK COMPANIES, an additional ground for refusal is absence of one or more foreign investors, whose share must be at least 15% of the authorized capital of the company, except for cases established by decisions of the President of the Republic of Uzbekistan and the Cabinet of Ministers of the Republic of Uzbekistan.
An INDIVIDUAL ENTREPRENEUR may be refused only for the general grounds specified above, and refusal on other grounds, including for grounds of inexpediency, is not allowed.
In case of refusal, the applicant may re-submit the documents for re-registration if the grounds for refusal are eliminated. However, the state fee paid is not refundable.
State re-registration of changes and additions made to the registration data (articles of association), changes of the head of the dehkan business entity, subjects of family entrepreneurship and handicraft activities is carried out in real time, no more than 30 minutes.
State re-registration of changes and additions to articles of association related to the increase in the authorized capital and the transfer of the share (contribution) is made within (no more than) 16 working hours.
2. Changes to articles of association of a limited liability company (hereinafter – the “LLC”): Features
According to Article 11 of the Law of 06.12.2001 No. 310-II, changes to articles of association of a LLC are made by a decision of a general meeting of the company’s participants.
To make a decision, a general meeting of participants is held, which is convened by the director of the company. Changes and additions to the company’s articles of association are the exclusive authority of the general meeting of the company’s members.
The procedure for convening and holding the General meeting of the company must be in accordance with Articles 33 and 34 of the Law of 06.12.2001 No. 310-II. As a result of the general meeting, the minutes of the general meeting of the company’s participants are drawn up. It contains the following information:
- Place and time of the General meeting;
- The total number of votes that the participants have when voting;
- Names of the chairman and secretary of the meeting;
- Agenda of the meeting;
- Main issues submitted for consideration;
- The results of the vote;
- Decisions taken by the meeting.
The minutes must be signed by the Chairman and Secretary of the General Meeting no later than three days after the meeting. Thus, the minutes of the general meeting directly reflect the decision of the general meeting of the company.
It is important to keep in mind that in the case of a sole participant of the company, a written decision is made when making changes and additions to articles of association.
3. Changes to articles of association of the joint-stock company (hereinafter – the “JSC”): Features
The competence to make changes and additions to the company’s charter or to approve the company’s charter in a new version belongs to the competence of the general meeting of shareholders. The corporate procedure for making changes and additions to the charter of the JSC is similar to the procedure described above for an LLC. Namely, changes and additions to the company’s charter at the corporate level are made by making a decision of the general meeting of shareholders by voting. Based on the results of voting, the minutes on the results of voting, as well as the minutes of the general meeting of shareholders, is drawn up, while the first one is attached to the second document. The minutes of the general meeting shall be drawn up no later than 10 days after the closing of the general meeting of shareholders and signed by the chairman of the General Meeting and the Secretary of the General Meeting. The minutes, along with the rest of the data, also reflect the decisions taken by the meeting.
In case of changes related to the transition shares of the JSC should provide the decision of the authorized management body on changes and additions to articles of association related to the transfer of shares (contributions), as well as documents confirming the transfer of the shares (contributions) (contract, letter, succession, inheritance, court decision, etc.).
In addition, when you increase the size of the authorized capital of JSC it is not required to submit documents confirming the payment of additional contributions by the participants of business entity – a legal entity, and contributions by third parties in full size.
4. Re-registration of changes in online mode
It is also possible to re-register changes and additions to articles of association through the online system on the unified portal of interactive public services. To do this, first of all, the applicant needs to create a personal account (personal account of the business entity). The request is formed in stages. The convenience of online re-registration is that the applicant can suspend or continue forming the request at any time, since the system records and saves the entered data at each stage.
The applicant must attach the necessary documents in the form of an electronic document. Documents can be scanned, as copies, in PDF format. Each individual document must be attached as a separate file with all the authentic signs (seals, signatures) preserved. The size of a single file cannot exceed 10 MB.
In the case of requests from businesses with two or more founders, such requests must contain the consent of each founder to join the founders. Namely, the online system sends a notification to the founder to the email address specified in the request, which must be confirmed by the latter through a Single Identification System (One ID).
However, for enterprises with foreign investments, enterprises with the participation of foreign capital, and other business entities-legal entities, whose founders include persons who are not citizens of Uzbekistan, the request must be signed with an electronic digital signature of these persons.
Upon completion of the request, the applicant must pay the state fee by:
- Bank card;
- Through the Bank of the Republic of Uzbekistan – by cash or non-cash payment with the indication of the unique request number;
- Through the Bank of the Republic of Uzbekistan – by bank transfer from the current account.
The state fee in case of re-registration in the online mode is equal to 25% of the the established rate of state duty and fees for the registration and re-registration of a business entity
As in the case of walk-in order, the state fee paid is non-refundable.
The terms of state re-registration in the online mode are identical to the terms in the online mode.
After the re-registration is completed, the notification in the form of a link (hyperlink) to the articles of association, which are automatically signed with the digital signature of worker of the PSC, is sent to the personal account, as well as to the email address specified in the request.
The amended articles of association must also contain a QR-code and identification numbers in addition to the electronic digital signature of worker of the PSC. When the QR-code is read, for example, by a phone camera, the identification numbers of articles of association and a link (hyperlink) to the repository of electronic documents on a Unified portal will be displayed. The applicant has the right to access the articles of association stored in the repository of electronic documents on the Unified portal, as well as to print copies of them.