TAJIKISTAN Law and Practice Contributed by: Farhad Azizov and Shavkat Akhmedov, AAA Law Offices
4.3 Disclosure and Reporting Obligations Key Rules for OJSCs OJSCs must prepare annual reports with audited financial statements and submit them to both the stock exchange and the securities regulator within specified deadlines. Material facts must be disclosed promptly, typically within a few business days, and shareholder registers must track holders of 5% or more. Foreign investors generally do not face standalone FDI disclosure requirements, except when acquiring a significant stake (eg, 5%+ of voting shares), which triggers material fact disclosures. Companies must maintain AML/KYC and beneficial ownership records for at least five years after liquidation. Additional filings may be required under sectoral regu - lations or merger control rules. Tax authorities share information on foreign investments with balance-of- payments authorities, creating a co-ordinated report - ing environment. Tajikistan’s capital market is still developing and remains bank-centric. Most corporate financing comes from domestic bank loans, which are typically short- to medium-term and require collateral. Access to equity and bond markets exists but is limited in depth and liquidity. Market Channels • Equity: OJSCs can list shares on the organised exchange or trade over-the-counter (OTC). • Corporate Bonds: Such bonds are permitted with a minimum par value of TJS10, and may be regis - tered or bearer, in paper or electronic form. • Government Securities: These are actively traded and often used as benchmarks or for liquidity man - agement. • Foreign Listings: Tajik issuers may list or trade securities abroad only with prior regulatory approv - al and in compliance with domestic registration and listing requirements. 5. Capital Markets 5.1 Capital Markets Overview Capital Market Overview
Primary Funding Mix • dominant: bank financing for working capital or asset finance; • limited but growing: local bond and equity place - ments; and • supplementary: international financial institutions (IFIs), development finance, and shareholder loans. 5.2 Securities Regulation Regulatory Framework and Actors • The securities market is governed by the Law on the Securities Market. • A state regulatory body supervises issuance, disclosure, licensing of market participants, and market integrity. • Organised market trades follow the exchange’s rules, while intermediaries handle both on- and off- exchange trades according to client agreements. Issuance and Disclosure • Public offerings require a registered offering docu - ment, which outlines key information about the company and the securities being issued. A sum - mary notice must be published after registration. • OJSCs must disclose audited annual financial statements and corporate information. Reports are prepared within 90 days of year-end, filed with the exchange within 30 days after approval, and submitted to the regulator within 40 days. Public access is required. Exchange Listing • Listing or quotation on the exchange requires meeting criteria and ongoing disclosure obliga - tions. • Trading occurs on both organised and OTC mar - kets under exchange rules and registration proce - dures. Foreign Investor Considerations • Foreign investors generally follow the same market rules as local investors. • Acquiring “large” (≥5%) or “controlling” (>50%) stakes in an OJSC may trigger additional corpo - rate, disclosure, or takeover obligations.
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