January 19, 2024
Establishment of joint-stock companies.
A joint-stock company is an economic entity whose charter fund is divided into a certain number of shares certifying the company’s obligations towards shareholders.
Table of contents:
2. The founders of the Company.
5. State registration of joint-stock companies.
6. Documents.
7. The Charter of the Company.
9. State fee.
10. Formation of the charter fund.
11. Shares.
13. General Meeting of Shareholders.
14. Committee of Minority Shareholders.
17. Responsibility of the Company.
18. Disclosure of information by the Company.
- The Law of the Republic of Uzbekistan “On Joint-Stock Companies and protection of shareholders’ rights”;
- The Law of the Republic of Uzbekistan “On State fee”;
- Resolution of the Cabinet of Ministers of the Republic of Uzbekistan No. 66 “On measures to implement the Decree of the President of the Republic of Uzbekistan dated October 28, 2016 No. PP-2646 “On improving the system of state registration and registration of business entities”.
The founders of a joint–stock company (hereinafter referred to as the Company) may be individuals and legal entities who have signed the foundation agreement on its creation. The law prohibits state bodies from being part of the founders unless otherwise provided by the decision of the President or the Cabinet of Ministers of the Republic of Uzbekistan.
The founders are jointly and severally liable for the obligations related to the establishment of the Company before state registration. The Company is liable for the obligations of the founders related to its creation only if their actions are subsequently approved by the general meeting of shareholders.
The decision is made unanimously by the general meeting of shareholders (the sole founder) together with the approved charter of the Company and the formed structure of management bodies. Then a foundation agreement is concluded between the founders, which prescribes their rights and obligations, the types of shares to be issued and the size of the charter fund. The number of founders and shareholders is unlimited.
State registration of joint-stock companies.
The registration of the Company is carried out in two ways:
— through an online platform <new.birdarcha.uz>; or
— by contacting the Public Services Center at the location of the registered Company.
The following documents are required for state registration in person:
– The charter and the foundation agreement in the state language;
– A document confirming the powers of the applicant’s representative (power of attorney, contract, decision of the founders);
– A document certifying the representative’s identity (passport, military ID, driver’s license).
– To access the site <new.birdarcha.uz> the founder (one of the founders) shall obtain an electronic digital signature and register on the website id.gov.uz .
Online registration requires submission of the charter and the foundation agreement of the Company in the official language in PDF format (Portable Document Format) via the website. If there are two or more founders, then the data of these persons is entered in the registration request. Thus, the site automatically sends confirmation of their membership in the founders to the founders’ e-mail.
Foreign persons confirm their membership in the founders with an electronic digital signature obtained in the country of citizenship (registration).
The founding document of the company is its charter.
The charter of the Company must contain:
— full and abbreviated company name, location (postal address), and e-mail address of the Company;
— the main directions and objectives of the activity;
— the size of the charter fund;
— the number, nominal value, types (common and preferred) of the Company’s shares;
— the management structure of the Company, the number of members of the Supervisory Board, the audit commission and the executive body of the Company, the procedure for their formation, and the powers of these bodies.
The format of the Company’s charter may depend on the preferences of the founders, without excluding legal requirements for its content.
The charter of the company may set limits on the maximum size of the share in the charter fund (authorized capital) of the company owned by one shareholder.
Automated registration and registration of the Company takes 30 minutes from the moment of filing the application, regardless of the registration procedure. However, the choice of a brand name and payment of a state fee may require additional time.
In case of passing the registration procedure directly at the Public Services Center, the amount of the state fee is 1 amount of basic calculated value (~ 28 USD).
The amount of the state fee for online registration is 90% of 1 amount of basic calculated value (~ 25 USD).
Formation of the charter fund.
The charter fund of the Company is formed on the basis of the nominal value of shares and is expressed in the national currency of the Republic of Uzbekistan. Its minimum size is determined by the founders in the charter of the Company. However, depending on the direction of the Company’s activities, the legislation may establish a minimum size of the charter fund (banking, insurance, etc.). The minimum size of the charter fund (authorized capital) of the company may be determined in the licensing requirements. The term of formation of the charter fund may not be more than one year.
The nominal value of the share may not exceed 5 000 soums.
Shares are divided into common and preferred shares by type. Common shares give their owner the right to vote in resolving issues of the Company’s management, receive dividends, and participate in the Company’s activities. As for preferred shares, these shares allow the shareholder to participate in the management of the Company and receive dividends on an extraordinary basis, regardless of the Company’s profit. In addition, upon liquidation of the Company, a shareholder with preferred shares claims to receive compensation equal to the amount that was invested in the purchase of preferred shares. The procedure for placing shares and the procedure for paying dividends are determined by the Company’s charter.
The payment of shares upon the establishment of the Company is agreed upon by its founders in the foundation agreement. The payment of the Company’s shares at its establishment is made by its founders at their nominal value.
Payment for the placement of shares can be made in the form of cash, property, or property rights that have a monetary value.
General Meeting of Shareholders.
The General Meeting of Shareholders (GMS) is the supreme governing body that makes decisions on significant changes and major transactions of the Company. The GMS is obliged to hold an annual meeting no later than 6 months after the end of the financial year. The terms of the annual GMS are set out in the Company’s charter.
Committee of Minority Shareholders.
In order to protect the rights and legitimate interests of minority shareholders, the Company may establish a Committee of Minority Shareholders elected from among them. The procedure for their activities is approved by the authorized state body for regulating the securities market.
The Supervisory Board of the Company is the second link of the Company, which manages the management of the Company. Its formation is mandatory if the number of shareholders holding voting shares exceeds 30. Otherwise, its functions can be performed by the GMS.
The Executive Body is the second most important structure that performs the functions of direct management of the Company and execution of decisions of the GMS and the Supervisory Board. The management of this structure is handled solely by the director or collectively by the directorate headed by the General Director.
The Company is liable for its obligations with its property. Shareholders are liable for the Company’s obligations only within the limits of the value of their shares. The Supervisory Board or the executive body shall bear subsidiary responsibility if the transaction concluded by their decision caused damage that cannot be compensated by the Company’s property.
Disclosure of information by the Company.
The Company is obliged to disclose information about its activities in accordance with the legislation. On its official website, the Company shall publish information on concluded transactions, decisions taken by the Company’s bodies, financial indicators, and other significant aspects related to shareholders.
