UZBEKISTAN Law and Practice Contributed by: Nodir Yuldashev, GRATA International law firm
Decisions Adopted by a Simple Majority (50% + 1 vote) of the Votes of the General Meeting of Shareholders • Decision to decrease the size of the charter capital of the company (Article 30). • Decision to introduce amendments and additions to the charter of the company (Article 30). • Decision to form the management bodies of the company and terminate their powers (Article 30). • Decision to appoint the audit commission (auditor) of the company and terminate its powers (Article 30). • Decision to appoint the supervisory board of the company and terminate its powers (Article 30). • Decision to approve the annual reports and annual balance sheets (Article 30). • Decision on distribution of the company’s net profit among shareholders of the company (Article 30). • Decision to approve (adopt) documents regulating the activities of company bodies (Article 30). • Decision on conducting an audit, determining the audit organisation and the maximum amount of payment for its services (Article 30). • Decision on the reorganisation or liquidation of the company (Article 30). • Decision to approve the pledge of shares of one shareholder of the company in the charter capital of the company to another shareholder of the com - pany or, if it is not prohibited by the charter of the company, to a third party with the consent of the company (Article 21). • Decision to complete an interested-party transac - tion by the company (Article 43). • Decision on other issues provided for by the char - ter of the company. 6.3 Funding As a rule, a JV may be funded by making sharehold - ers’ contributions to share capital. This is the quick - est and easiest way which does not trigger any tax consequences if made in the form of money. Pursuant to Article 304 of the Tax Code, the shareholders may also agree to make contributions to share capital in amounts exceeding the nominal value of each share. However, this right is available only upon initial issu - ance of shares (both in LLCs and JSCs), for example, when a new JV is being registered or when share capi - tal is being increased.
• Decision to increase the charter capital of the com - pany based on the application/s of the company’s shareholder/s for making additional contributions, and/or if it is not prohibited by the constituent documents of the company, application/s by one or more third parties, with contributions made on acceptance of such party/parties to the company (Article 18). • Decision to introduce, amend or exclude the provi - sions establishing the exercise of the pre-emptive right to purchase a share (or part of a share) dis - proportionately to the size of shares of the com - pany’s shareholders (Article 20). • Decision to approve the sale of a share of the company to the shareholders of the company, as a result of which the size of the shares of its share - holders is changed, or the sale of the share to third parties, as well as the introduction of changes related to the sale of the share in the constituent documents of the company (Article 23). • Decision to make a payment of the real value of the share (or part of the share) of the company’s participant, the property of which is foreclosed, to creditors by the other company’s shareholders in proportion to their shares in the charter capital of the company, provided that another procedure for distributing the amount of the payment is not provided for by the charter of the company or by the decision of the general meeting of shareholders of the company (Article 24). • Decision to appoint the liquidator and approve the liquidation balance sheets (Article 30). • Decision to establish a different procedure for determining the number of votes of the company (Article 34). • Decision to incorporate other legal entities, repre - sentative offices and branches. Decisions Adopted by Two-Thirds of the Votes of the General Meeting of Shareholders • Decision to increase the charter capital of the com - pany (Article 16). • Decision to determine the main activities of the company, as well as on participation in other asso - ciations of commercial organisations and on other matters established by the charter of the company (Articles 30 and 34).
243 CHAMBERS.COM
Powered by FlippingBook