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Original Language Title: О предприятиях

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On enterprises (statements of the Mejlis of Turkmenistan, 2000., no. 2, p. 13) (with amendments and additions as the laws of Turkmenistan dated 18.04.2009, no. 32-IV, 31.03.2012. No. 297-IV 04, no. 300-IV, 09.11.2013, no. 452-IV and 28.02.2015, no. 197-V) the present law defines legal, economic and organizational foundations of creation, functioning and cessation of activity of the enterprises in Turkmenistan.
 
Chapter i. General provisions article 1. Enterprise an enterprise is an independent subject of economic activity generated under this Act for the production, the sale of goods, performance of works and provision of services to meet the needs of society and profit.
 
Article 2. The legislation of Turkmenistan on enterprises Law of Turkmenistan on enterprises is based on the Constitution and consists of this law, other legislative acts of Turkmenistan, regulating relations in the sphere of activity of the enterprises.
 
Article 3. The legal status of the company 1. The legal status of the enterprise is a system enshrined in law the rights and obligations of the enterprise as a subject of rights.
2. the enterprise becomes a subject of law from the moment of its State registration.
3. the enterprise on its own behalf acquire and exercise rights, assume obligations.  
 
Article 4. Guarantees of the rights of enterprises 1. The State shall guarantee respect for the rights and legitimate interests of enterprises, providing them with equal opportunities of access to material, financial, labour and other resources, promotes the development of free competition.
2. Protects information constituting a commercial secret or utility companies.
3. There shall be no interference by State bodies or their officials in the activities of the enterprise, except for the cases stipulated by the legislation of Turkmenistan.
 
Article 5. Enterprise attributes 1. The company has its own name, legal address, print.
2. the enterprise has the right to have a trade and other marks used in its activities.
 
Article 6. Name of company 1. The company has its name. Under the name enterprise is subject to state registration.
2. Name of the company shall contain: a specific company name that distinguishes it from existing enterprises;
full designation or abbreviation of the organizational-legal form.
The company could not use the same name or by definition the State registration body, similar to the name of another enterprise that is already registered.
3. Branches and representations of enterprises operate under his name.
4. Enterprise whose name has been registered, has the exclusive right to its use on goods, their packaging, in advertising, signage, brochures, invoices, official forms and other documentation related to its activities.
5. In the name of the company to be created with foreign participation, can be enabled to specify the nationality of its founders.
 
Article 7. Registered address 1. Legal address of the company is officially registered and listed in the prescribed manner to the unified State Register of legal entities address that identifies its location.
2. A company may have only one legal address.
 
Article 8. Seal of the company the company uses in its activities to print. Seal of the company contains the official name of the company.
 
Article 9. Enterprise Management 1. The management company shall be determined in accordance with this law and other normative legal acts of Turkmenistan and enshrined in the founding documents of the company.
Part two of article 9 repealed the law of Turkmenistan dated 04, no. 300-IV.
 
Article 10. The timing of the activities of the enterprise, the Enterprise creates no expiration, if the legislation of Turkmenistan or constituent documents of the enterprise activities other deadlines are not installed.
 
Chapter II. Creation of enterprises Article 11. General conditions for the establishment of an Enterprise 1. The company is created by the decision of its founder (founders).
2. the founders of enterprises can be capable of physical and legal persons, including foreign countries.
3. The company may be established on the basis of allocation of one or more new businesses, as well as from his Division.
 
Article 12. The founding contract of a company 1. The basis for the establishment and activity of the enterprise is the memorandum, which is concluded by the founders of the company.
The founding Treaty is a constituent instrument of an enterprise.
2. Memorandum is not when you are creating a State-owned enterprise, as well as, if the enterprise is created by single founder.
3. The memorandum must contain: the decision on the establishment of the enterprise, its name and location;
list of founders, indicating their name, legal address, bank details, if the founder is a legal person; or name, place of residence and data of identity document, if the founder is a private individual;
How to create an enterprise;
conditions for the exercise of the founders of the activities of the enterprise;

definition of powers the founders, as well as other persons who are authorized to represent the company generated in the process of its establishment and registration;
the size of the authorized Fund;
information on the composition, size and timetable for the monetary contribution into the statutory fund of each founder or the monetary evaluation of contributions in kind or in the form of property rights;
decision-making procedure on making additional contributions into the authorized Fund, as well as the consequences of late payment of contributions;
decision on approval of the Charter of the company;
order of distribution of profits and damages;
the output order of founders (participants) of the whole enterprise.
In the memorandum of Association of the enterprise can be included and other conditions relating to the establishment of the enterprise and its activities are not contrary to the present law and other legislative acts of Turkmenistan.
4. The constituent contract may stipulate the object and purpose of the activities of the enterprise.
5. the contract shall be signed by all the founders or their authorized representatives.
Representatives of the founders must have been delegated the appropriate authority, authorizing the creation of an enterprise and on the signing of the founding Treaty.
Among the founders of legal entities may be represented by their leaders, authorized to act on behalf of a legal person without power of attorney.
6. the terms and conditions of the memorandum of Association shall be binding for the founders, signed the agreement, as well as for new members that have joined the company since its establishment and registration.
 
Article 13. Statutes 1. Company Charter is a document defining the legal status of the company as a legal entity. The Charter company is the founding document of the company.
2. The Statute should contain: name, legal address of the company;
list of founders (participants) of the company, indicating their name, legal address, bank details, if the founder is a legal person; or name, place of residence and data of identity document, if the founder is a private individual;
objectives and activities of the enterprise;
information about the size of a statutory fund, the founders ' shares in the property of the company;
the tab order of the participants share enterprises;
information about enterprise management and control bodies, their formation and competence;
order of distribution of profits and damages;
conditions of reorganization and closure.
If the enterprise is created by one person, then in its Statute also governs education property and income distribution.
In the Charter may contain other provisions that do not contradict the legislation of Turkmenistan.
3. the statutes shall be approved by the General Assembly of founders unanimously and signed by all the founders or their authorized representatives. If the founder of the enterprise is the one person, the Charter was approved and signed by the founder.
4. copies of the Charter, as well as all documents about his subsequent changes are stored in the body, osuŝestvivšem State registration.
 
Chapter III. State registration of enterprises Article 14. Objectives and tasks of the State registration of enterprises of State registration of the enterprises is carried out in order to: the approval of an enterprise in Turkmenistan, as well as its reorganization or liquidation;
reference a single accounting enterprises created in Turkmenistan, as well as subject to reorganization or liquidation;
provide businesses and individuals with relevant information about created, reorganized or liquidated enterprises on the territory of Turkmenistan.
 
Article 15. State registration of enterprises 1. State registration of enterprises is carried out by the Ministry of economy and development of Turkmenistan based on opinions issued by its subsidiaries in the regions and the city of Ashgabat.
2. For the implementation of the State registration of enterprises require submission of documents, the list of which is established by article 17 of this law.
3. The Enterprise passed State registration, certificate of State registration.
4. State Registration Data included in the unified State Register of legal persons, the holder of which is the Ministry of economy and development of Turkmenistan.
5. after the adoption of the decision on registration of the enterprise Ministry of economy and development of Turkmenistan in ten-day term directs the main state tax service of Turkmenistan, Turkmenistan's State Committee on statistics, the State Customs Service of Turkmenistan, the Central Bank of Turkmenistan, an extract from the unified State Register of legal persons.
Second paragraph of article 15 repealed the law of Turkmenistan dated 18.04.2009, no. 32-IV.
 
Article 16. The deadline for the State registration of the Enterprise Solution on the State registration of the enterprise or on the refusal in State registration is accepted in the two weeks since the founders of the company necessary documents.
 
Article 17. Documents submitted for State registration of enterprises 1. For State registration of the enterprise founders must be submitted:

application for the State registration of the enterprise signed by founder (founders) or a person authorized by the founders to create it;
constituent documents;
document confirming depositing fee for State registration of the enterprise, unless otherwise stipulated by legislative acts of Turkmenistan.
2. a statement of registration shall contain: the name and address of the registered office;
the size of the authorized Fund;
list of founders, indicating their name, legal address, bank details, if the founder is a legal person; or name, place of residence and data of identity document, if the founder is a private individual.
The statement shall be accompanied by: when you create an enterprise with a contribution in non-monetary form-document on the assessment of the contribution;
document confirming the payment of part of the statutory fund up to the company's State registration.
 
Article 18. A refusal of State registration of the Enterprise 1. The refusal of State registration of the enterprise you can: when there is a mismatch between the constituent documents of the requirements of this Act;
in case of the founders of any of the documents referred to in the first paragraph of article 17 of this law;
If there is a violation of the founders of the company establishment order, established by this Act;
If there is evidence of involvement in criminal activities of the founders, managers or ultimate recipient benefits or are not repaid or appeal conviction;
in cases where the activities of the enterprise are prohibited by the legislation of Turkmenistan.
The refusal in registration of the enterprises on other grounds is not allowed.
In case of refusal of registration of the enterprise registration authority shall return to the applicant the documents submitted for registration, explaining the reasons for the refusal in writing.
2. the refusal in registration of the enterprise, failure to comply with the deadline for registration may be appealed, the founder of the company in court.
 
Article 19. A duplicate copy of the certificate on State registration in case of loss of certificate of State registration of the Ministry of economy and development of Turkmenistan, on the basis of a written application of the enterprise within five calendar days produces duplicate issuance of certificate of State registration.
 
Article 20. Enterprise registration fee for State registration of the enterprise tax is charged in the manner and amount determined by the Cabinet of Ministers of Turkmenistan.
 


Article 21. Re-registration of the enterprise

 
1. When making changes and additions to the constituent documents of the enterprise must within a week to notify the Ministry of economy and development of Turkmenistan.
2. changes in the constituent documents, suggesting renaming the enterprise, change of ownership or legal address, change of founders, statutory fund form (s) of the company, its organizational and legal form, the creation of a subsidiary, a branch or a representative office, shall take effect only from the date of re-registration of the enterprise.
Re-registration of the enterprise is made by the Ministry of economy and development of Turkmenistan in order and terms provided for the registration of the enterprise.
 
Article 22. Cancellation of registration of an Enterprise 1. With the completion of the procedures related to the liquidation of the enterprise, bankruptcy, production as well as in cases of incorrect registration or recognition by a court to be invalid the enterprise creation agency conducting State registration, shall cancel the registration of the enterprise.
2. a registration may also be revoked by a court decision on the basis of any of the parties suing companies or any third party.
3. Cancellation of registration of the enterprise leads to their exclusion from the unified State Register of legal entities.
 
Article 23. State registration of branches and representative offices of the Enterprise 1. Branches and representations of enterprises are subject to state registration in the order established for the registration of enterprises, and are included in the unified State Register of legal entities.
2. For the purposes of the registration of branches and representative offices, the following documents shall be presented: (a)) of the governing body of the enterprise solution on the establishment of a branch or representative office;
b information on the subject of activity) of a branch or representative office;
copy of the articles of Association of the enterprise) that creates a branch or representative office;
g) decision on the appointment of the persons entrusted with the conduct of the Affairs of a branch or representative office;
d) certificate of registration of the enterprise, which creates a branch or representative office.
3. On the establishment of a branch or representative office reported to the registry for the location of enterprises, establishing a branch.
 
Chapter IV. Organizational-legal forms of enterprises Article 24. Organizational-legal forms of enterprises 1. Enterprises operate in the following organizational and legal forms: State Enterprise;
sole proprietorship;
co-operative enterprise;
joint venture;
Enterprise public organization;
economic society;
joint-stock company.
2. the laws of Turkmenistan may be provided for the creation of enterprises and other organizational-legal forms.
 
Article 25. State-owned enterprise
 

1. the State enterprise is created with public funds or supplied in accordance with the established procedure by the State company which owns and manages the property assigned to them.
2. the State Enterprise exercises the rights of possession, use and disposal of State assets in the manner and within the limits established by the legislation of Turkmenistan.
3. Legal basis for the establishment of a State-owned enterprise is the Act of creating it, adopted by the Cabinet of Ministers of Turkmenistan or other authorized State body in accordance with its competence.
4. the minimum amount of the authorized Fund of the State enterprise is determined by the State authority to enact the Act establishing it.
5. the activities of the State-owned enterprise registered in the established order is determined by the Charter (provision) of the enterprise.
6. Founder shall have the right to establish a State Enterprise: required work (job orders);
prices and tariffs for goods, works, services, as well as the rules for their calculation;
administrative positions to which employees are appointed by the founder.
7. structure of State enterprises, as well as the management of State-owned enterprise is defined by its founder and fixed in the constituent documents of the enterprise.
8. the State enterprise is liable for its obligations with all property belonging to him.
State Enterprise shall not be liable for the obligations of the founder, and the founder of the company, in addition to a pinned to the enterprise property is not liable to obligations of the enterprise.
 
Article 26. Sole proprietorship 1. Individual is called a company, which is owned by one individual.
2. Sole Proprietorship created by a decision of the owner of the property.
The founding document of the individual enterprise is its Charter, approved by the owner.
3. Sole Proprietorship may be created as a result of the acquisition of an individual enterprise, belonging to other owners.
4. the property of the individual enterprise is formed from an individual's property income received and other legitimate sources.
5. the minimum amount of the authorized Fund of the individual enterprise should be 25 times the size of the minimum wage in Turkmenistan.
6. Management of individual enterprise is carried out by the owner.
The owner of individual enterprise is entitled to pass on agreement (contract) on the conduct of the Affairs of a company by another person (Manager, Executive Director).
7. the owner of individual enterprise bears full property liability on the individual enterprise.
 
Article 27. Cooperative Enterprise 1. The cooperative is called enterprise based on each Member's personal involvement in its activities.
2. the property of the cooperative enterprise is formed at the expense of cash and property contributions of its members, as well as proceeds and other sources not prohibited by the legislation of Turkmenistan.
3. Minimum authorized share capital a cooperative enterprise must be 50 x the size of the minimum wage in Turkmenistan.
4. Management of the cooperative enterprise is carried out by the general meeting of the members of the cooperative enterprise.
For the transaction of the cooperative venture of its general meeting can form the executive body.
The management of the cooperative enterprise and maintaining his affairs are defined by statute.
5. the cooperative enterprise is liable for its obligations within its property.
Shareholders of the cooperative venture are jointly and severally liable for the obligations of the enterprise within their unit.
 
Article 271. Joint venture 1. The joint venture is a company founded in the order established by the legislation of Turkmenistan, in order to profit by consolidating the assets of natural and/or legal persons of Turkmenistan and natural and/or legal persons of foreign States.
2. the joint venture is established on the basis of the contract concluded between its founders. The share of each founder of the authorized capital shall not be less than 10 per cent of total assets.
3. the assets of the joint venture is formed by combining the authorized capital shares (deposits) physical and (or) legal entities that are parties to it, as well as income.
4. Minimum authorized share capital of the joint venture should be 100 times the minimum wage established in Turkmenistan.
5. the joint venture responsible for commitments within their property.
6. the highest body of the joint venture is the general meeting of its members. Deadlines, calling and holding the general meeting shall be determined by the founding documents of the joint venture.
 
Article 28. Enterprise public organization 1. Enterprises of public organizations are created by associations, religious organizations, charitable or other public funds.
2. The right to establish enterprises of public organizations should be enshrined in their constitutive instruments.

Activity of enterprises of public organizations should be linked to compliance with the basic goals and objectives of public organizations.
3. enterprises of public organizations are created at the expense of these organizations and (or) other founders, as well as other cash and property funds, not prohibited by the legislation of Turkmenistan.
4. The minimum size of the Charter Fund of the enterprise of public organizations should be 100 times the size of the minimum wage in Turkmenistan.
5. the procedure of public enterprise management organization is determined by the Charter of the company.
6. an enterprise of a public organization is liable for its obligations with all property belonging to him.
Enterprise public organization is not liable for the obligations of the owner thereof, and the owner of the company, in addition to the assigned to property company is not liable for the obligations of the enterprise.
 
Article 29. Economic society 1. Economic society is an Association of two or more physical and (or) legal entities for the implementation of joint activities.
2. a business company is created on the basis of a contract concluded between its founders.
3. the property of a company is formed by the merger in its statutory fund shares (deposits) from natural and/or legal persons that are members of the economic society.
4. The minimum size of the statutory fund shall be 100 x the size of the minimum wage in Turkmenistan.
5. The highest body of the company is the general meeting of its members. Deadlines, calling and holding the general meeting shall be determined by the founding documents of the company.
The management of economic society and the conduct of its affairs shall be as designated by the statutes.
6. Depending on the forms of liability can be established the economic society of solidarity with each other responsible for the obligations of the company with all of its assets, as well as economic society, whose members bear responsibility within the size of their deposits (interest) in the authorized Fund of the society.
 
Article 30. Joint-stock company establishment and activity of the joint-stock company is determined by the Turkmenistan law "on joint stock companies".
 
Chapter v. subsidiaries, branches and representative offices Article 31. Subsidiaries, branches and representative offices 1. Businesses have the right to establish subsidiaries with the right legal entity.
The company, which has more than 50 but less than 100% of the authorized Fund or property owned by another enterprise, is in relation to the last subsidiary.
Subsidiary is subject to state registration in the order established by this law for the State registration of enterprises.
2. the Company shall have the right to establish branches and representative offices, which are not legal persons.
Legal status of branches and representations of enterprises is defined by the Civil Code of Turkmenistan.
Branches and representations of enterprises are subject to state registration in accordance with the provisions of article 23 of this law.
3. Turkmenistan has the right to set up subsidiaries, branches, representative offices and other subdivisions in territory of the foreign States in accordance with their national legislation and on the basis of international treaties to which Turkmenistan is a party.
 
Chapter VI. Joint activities. Union of enterprises of Article 32. Joint activity of enterprises according to the contract about joint activity can unite in fellowship.
The order of formation and activity of company is regulated by the Civil Code of Turkmenistan.
 
Article 33. Business combinations 1. Enterprise a Treaty among themselves can be combined into associations, corporations and other forms of associations possessing legal personality.
2. An undertaking in the Association, and other forms of Association, preserves its autonomy, the rights and obligations of the legal person.
3. the Association, concern and other forms of associations operate on the basis of statutes approved their enterprises, and perform their functions on the basis of contracts with them. The objective of their activities and basic functions must be associated with the activity or the needs of their businesses.
4. the Association, concern and other form of Association are subject to state registration in the order established by this law for the State registration of enterprises.
5. the Association, concern and other form of Association is not responsible for the obligations of its member enterprises and enterprises shall not be liable for the obligations of the Association, unless otherwise provided by the Charter Association.
 
Chapter VII. The foundations of economic activity of the enterprises of Article 34. The sphere of activity of enterprises 1. The sphere of activity of the enterprise is not limited to, if carried out with the activities, methods and means not prohibited by the legislation of Turkmenistan are.
2. The Cabinet of Ministers of Turkmenistan may establish activities solely State-owned enterprises.
3. The company shall have the right to carry out one or more activities.

4. The legislation of Turkmenistan defines the activities of the enterprise, which may take place only on the basis of special permits (licenses). Licenses are issued to enterprises after their State registration.
5. enterprises may on its own initiative to take all decisions and to take any actions on the use of existing legally in their possession of the property, if they do not contradict the current legislation of Turkmenistan.
 
Article 35. Accounting and reporting of enterprises 1. Businesses maintain accounting and reporting in accordance with the law and accounting standards, established in Turkmenistan.
For enterprises engaged in certain activities, legislation of Turkmenistan, may provide for other rules of accounting and reporting.
2. enterprises and provide statistical reports in the manner prescribed by the legislation of Turkmenistan in the field of statistics.
 
Article 36. Banking enterprises 1. Company in accordance with the legislation of Turkmenistan have the right to open bank accounts with credit institutions of Turkmenistan for keeping funds and implementation of all types of payment, credit and cash transactions.  
2. order of opening bank accounts of enterprises in foreign credit institutions is established by legislation of Turkmenistan.
3. enterprises are solely responsible for compliance with financial discipline on their settlement, credit and cash transactions.
 
Article 37. Cash transactions of an Enterprise 1. Monetary calculations of enterprise on its obligations is usually carried out through credit institutions in cashless order.
2. Calculation of the enterprise in cash shall be made in accordance with the order of payment, credit and cash transactions, approved by the Central Bank of Turkmenistan.
 
Article 38. Pricing in enterprises 1. The company sells its products, works, services, waste production at prices and tariffs set by yourself or contract basis, and in cases stipulated by legislative acts of Turkmenistan on State prices.
2. a State is entitled to exercise State regulation of prices for certain types of products, works, services.
 
Article 39. Foreign trade activities of the plant carry out foreign economic activities, in accordance with the legislation of Turkmenistan.
 
Article 40. Labor relations at Enterprise 1. The company operates with the use of employees. The relationship between the enterprise and the employee are governed by labor laws of Turkmenistan, an employment contract, collective agreement.
The terms of the employment contract, the employee's situation worsening, compared with labour legislation of Turkmenistan, are null and void.
2. The company provides workers the minimum wages, safe and healthy working conditions established in Turkmenistan.
3. The company is responsible for the damage (harm) caused to life and health of a worker, in the manner prescribed by the legislation of Turkmenistan.
4. State pension insurance and health insurance, pensions and social protection of workers of the Enterprise shall be governed by the laws of Turkmenistan.
5. Social enterprise development, forms and systems of remuneration, working conditions and labour protection, recreation workers, other labour and socio-economic matters in accordance with labour legislation of Turkmenistan may be regulated by collective agreement.
 
Article 41. Business taxation business taxation is carried out in accordance with the tax laws of Turkmenistan.
 
Article 42. Requirements for the quality of products, work and services 1. Businesses are responsible for the quality of their products, works, services.
2. Products, works, services, which set state standards must meet these standards.
In cases stipulated by the legislation of Turkmenistan cases products, works and services implemented by enterprises must have certificates of quality or conformity mark.
 
Article 43. The profits of an Enterprise 1. Profit is a generalized measure of its activities.
2. The company shall not be entitled to dispose of the profit to the payment of them established by the legislation of Turkmenistan of taxes and other obligatory payments to the budget.
3. profit remaining after payment of taxes and other compulsory payments and contributions, is available to the enterprise, except as otherwise provided in its constituent documents.  
 
Article 44. Supervision of enterprises 1. Control over the financial activity of enterprises subject to audit is carried out in accordance with the legislation of Turkmenistan in the field of auditing.
2. tax, environmental and other bodies to which the legislative acts of Turkmenistan has been entrusted with the functions of control and supervision over the activities of business enterprises, within the limits of its competence, carry out an inspection of enterprises.
 
Chapter VIII. The property of the enterprise. Statutory fund Article 45. Enterprise property
 

1. property enterprises formed from the property of legal and physical persons, profits and other sources not prohibited by the legislation of Turkmenistan.
2. Contribution to the property may be money (in manats or foreign currency), securities, other things, property rights or other rights having monetary value.  
Not allowed to contribute in the form of moral rights and other nonmaterial values.
3. Changes in the statutory fund of property values should be owned by the founder (participant), and their description of maximally detailed. Score made property deposits should be agreed upon by the founders of (or participants) prior to the conclusion of the memorandum of Association.
4. In cases where, as a contribution to the enterprise is transferred the right to use the assets, the size of the contribution is determined by the pay-per-use, calculated for the entire term specified in the by-laws.
Without the consent of the general meeting of the early seizure of property, the right of use which serves as input into the Charter Fund of the enterprise is not allowed.
Unless otherwise provided by the founding documents, the risk of accidental loss of or damage to the property transferred for use by businesses, is vested in the owner of the property.
5. Legislative acts of Turkmenistan or the founding documents may provide education enterprises Reserve Fund and other funds.
6. Enterprise property accounted on its balance sheet.
 
Article 46. Statutory fund 1. Statutory fund formed from the sum of the contributions of its founders (founder) by making the founders (participants) of cash, as well as assets (buildings, machinery, equipment, materials, etc.), property rights and other rights having monetary value.
2. Unless otherwise provided by the founding contract, the attitude of the contribution of each party to the total sum of the statutory fund is shares in the authorized Fund of the participant. This fraction can be expressed in parts of the whole or a percentage. Size of deposits (interest) founders (participants) in the authorized capital of the Enterprise shall be established by agreement between the founders of (or participants in), unless otherwise provided for in this law.
3. the authorized share capital of enterprises of the relevant legal forms cannot be less than the minimum sizes established by the present law.
4. The company shall not have the right to reduce the size of the authorized Fund by using it for salaries, bonuses and other payments. The size of the Charter Fund of the enterprise may be reduced only in cases stipulated by the present law.
 
Article 47. Time limits for deposits (interest) in the statutory fund of 1. In the constituent documents of the enterprise should state the specific time limits for deposits (interest) by the founders of (or participants). Binding is not less than 50 per cent of the prescribed rate contributions of founders in the period after the signing of the Foundation documents and prior to applying for registration of the enterprise.
2. the second part of the money and (or) material contribution is made within one year after the registration of the enterprise.
3. In the case of incomplete payment of the authorized Fund within the time limits established by the present law, the company must announce the reduction of its authorized Fund and register in the prescribed manner or cease operations by eliminating.
 
Article 48. Legal consequences of delay contribution (shares) 1. If the founder (participant) within the prescribed time limit and in the specified amount not contributed (share) in the statutory fund, he is sent a warning indicating the new term make the missing part of the contribution. An additional period of time for making the remainder of the contribution must not exceed three months.
2. If the obligation to make the missing part of the contribution (share) is not met and an additional period of time, meeting excludes the debtor from the enterprise and informs him about it.
3. Excluded based on part two of this article, the Party shall be liable for damage caused by non-payment of the contribution of the company (the share).
4. Contribution (share) of the excluded party, the remaining members may withdraw from the enterprise authorized Fund or pay (to make) the contribution (share) into the authorized Fund in full in proportion to the magnitude of their contributions. Thus, their contributions (shares) are increased by the amount paid (made).
5. In case of withdrawal of the contribution (shares) of the authorized Fund or its payment (make) the rest of the excluded Party shall have the right to refund only as (paid) of the contribution (shares) in the statutory fund.
 
Article 49. Increase enterprise's authorized Fund 1. A decision to increase statutory fund of the enterprise with the changes to the statutes shall be adopted by the general meeting of participants. The increase in the authorized Fund of the enterprise will be allowed after its full payment.
2. Increase of the statutory fund of the enterprise can be implemented through: (a) proportional contributions) additional produced by all participants of the enterprise;
b) statutory fund increase the size of the equity of the enterprise, including through the reserve capital;
net assets Revaluation) (equity capital) of enterprise, the real cost of which exceeds their book value. Reassessment can be made only by independent experts;

g) the making of one or more parties to the additional contributions with the consent of all other parties;
d) adoption in the enterprise new participants.
3. If you increase the size of the authorized Fund in the manner provided for in paragraphs «а», «b», «in» part 2 of this article, the size of the share of founders (participants) are not changed.
4. With the increase of statutory fund in the manner provided for in paragraphs "g" and "d" of part 2 of this article, the recalculation of the participation interests of all participants in the contributed capital is produced based on the size of their previous contribution.
 
Article 50. Reduction of the Charter Fund of the enterprise. Refund of deposits (interest) 1. Reduction of the Charter Fund of the enterprise can be done by rescaling the deposits of all participants of the enterprise either by full or partial repayment of the shares of the individual participants.
For this general members ' meeting shall decide on amendment of the articles of Association of the company. The company is authorized to perform calculations related to the reduction of the statutory fund, only after re-registration of the enterprise in accordance with article 21 of this law.
2. If by the results of activity for the coming financial year, with the exception of the first year of activity of the enterprise, the value of its net assets becomes less than the Charter Fund, the enterprise is obliged to reduce it and register a decrease of the authorized Fund in the established order. If the value of the net assets became less than the minimum size of the statutory fund, the company is subject to liquidation.
3. At the same time reducing the statutory fund through repayment of percentage shares of other principal participants, commensurate with the change.
4. Reduction of the Charter Fund of the enterprise will be allowed after notification to all of its creditors. The latest in this case has the right to demand early performance of the liabilities of the company or the termination and compensation for damages.
5. the management bodies of the companies shall publish the decision on reduction of the Charter Fund and direct lenders to notify the company in writing within 15 days after the issuance of the decision. In the Declaration should contain a message of readiness to provide security over obligations or pay off the creditors, not consonant with the reduction of the authorized capital.
6. the consent of creditors with a reduction of the authorized Fund is deemed to have been received if within 30 days following the publication or notification of the personal in writing they expressed their opposition.
7. the authorized Fund of the State enterprises may be reduced in accordance with the legislation of Turkmenistan.
8. return of deposit can have seat after 12 (twelve) months after the registration of the reduction of the authorized capital. The size of the Charter Fund of the enterprise after its reduction due to the return of investment of a participant may not be less than the minimum size laid down by this law.
 
Chapter IX. Reorganization of the enterprise Article 51. Reorganization of enterprises 1. The reorganization is the transformation of the enterprise without a liquidation procedure.
2. Reorganization of the enterprise in the form of merger, accession, Division, allocation, conversion can be carried out voluntarily upon a decision of its founder or the supreme body of management of the company, authorized by the founding documents.
3. In cases stipulated by legislative acts of Turkmenistan, the reorganization of the enterprise in the form of separation or discharge from its composition of one or more undertakings is subject to a decision of the authorized government bodies or by a court decision.
4. In cases stipulated by legislative acts of Turkmenistan, the reorganization of the enterprise in the form of merger or accession can be carried out only with the consent of the authorized government bodies.
5. Successors all rights and obligations of restructured enterprises were created by reorganizing new and continued its activities after the registration of the enterprise. Property of reorganized enterprises passes to his successor at the moment of its registration, unless otherwise stipulated by legislative acts of Turkmenistan or the decision regarding reorganisation.
6. The restructured company is subject to state registration in the order established by this law.
 
Article 52. Merger of enterprises 1. Merge two or more enterprises is carried out through the establishment of new enterprises based on complete unification of their property. Participating in the merger of the companies cease their activities. With all the rights and obligations of each of them shall pass to the newly established enterprise in accordance with the transfer document.
If the rights and obligations of the participants in the United enterprises were not based on the principle of equity participation in the authorized capital, decision on merger of enterprises must be defined the rights and responsibilities of participants in the new venture.
2. the accession of one or more undertakings to another company is carried out by incorporating property attached enterprises in property attaches their businesses. When this attachable enterprises cease their activities as legal entities and all their rights and duties are transferred in accordance with the transfer document to prisoedinâûŝemu them in the founding documents of the company, be associated with the restructuring changes.

The ratio of equity participation in the statutory fund of Parties acceding enterprises, prior to accession, may be amended in accordance with the terms of entering the attaches their businesses.
3. On the basis of a decision or a merger, accession treaty participants converging connecting enterprises enterprises develop and sign a memorandum at the founding meeting and merging also argue again formed enterprises Charter and elect its Executive and other bodies.
 
Article 53. Division, separation of an Enterprise 1. The Division of the company is carried out by the Division of property of the business between two or more emerging enterprises. When the rights and obligations of the partial enterprises shall pass to the newly emerging enterprises in accordance with the separation balance sheet. Division of enterprise shall entail the termination of its existence as a legal entity.
2. Selection of the enterprise of one or more enterprises is carried out through the allocation of part of the property belonging to him and passing it one or more emerging enterprises. In this part of the rights and obligations of a reorganized enterprise goes to emerging enterprises in accordance with the separation balance sheet. The company from which occurred the allocation of another enterprise, continues to remain an independent economic activity.
3. If the Charter of the company, based on the principle of equity participation in the statutory fund, except as otherwise provided, when his Division, allocation, each participant is entitled to share in the Charter capital of each of the newly emerging enterprises, equal to his share in the authorized capital of the reorganized company. When you split, the enterprise allocation ratio proportion of participants in the contributed capital, prior to the separation, in the newly formed enterprises can be changed.
 
Article 54. The consequences of the implementation of the decision of the authorized State body or Court of forced separation, Enterprise allocations 1. If the executive bodies of the company, authorized the holding Division, providing a push the reorganization of the Court decision, have exercised Division, separation of the enterprise within the period defined in the decision of the Court, the court appoints a trustee of the property of the company and instructs him to implement Division, separation.
2. Since the appointment of a trustee to pass him the authority to manage the business.
3. Trustee acts on behalf of the company in court, is the Division balance sheet and submits it for approval to the Court together with the founding documents of enterprises arising from separation, selection. Court approval of these documents is the reason for the State registration of newly emerging enterprises.
 
Article 55. Enterprise transformation 1. Enterprise transformation is to change its legal form.
2. Enterprise transformation from one legal form to another shall entail the termination of the existence of the converted enterprises and education based on a new venture.
3. the newly formed company is the legal successor of the converted enterprises in accordance with the transfer document.
4. When converting the equity ratio of the company founders, prior to the change of its legal form, in the newly formed enterprise can be changed.
 
Article 56. Transfer document and the Division balance sheet when the company 1. Transfer document and the Division balance sheet in the reorganization of the Enterprise shall contain provisions about succession for all obligations of the reorganized company in respect of all of its creditors and debtors including obligations contested by the parties.
2. Transfer document and the Division balance sheet approved by the participants in the enterprise or body to adopt the decision on reorganization of enterprise.
3. Transfer document and the Division balance sheet shall be submitted together with the founding documents for the State registration of newly formed businesses or changes in the constituent documents of the existing enterprises.
Failure to submit the corresponding deed of transfer and separation balance with the founding documents, as well as the lack of provisions on legal succession to obligations of the reorganized enterprises lead to a refusal of State registration of the newly formed company.
 
Article 57. Guarantees of the rights of creditors of the reorganized enterprises 1. Each company involved in the reorganisation, has an obligation to the moment the decision on reorganization of the notify this decision to the creditors of the reorganized company or put a notice (ad) in the official press.
2. a creditor of the reorganized enterprises have the right to demand from the debtor early performance of obligations or their termination convenient him legal way (by offsetting, termination of the contract) and compensation of these damages.
3. If the Division balance sheet does not makes it possible to determine the legal successors of the restructured company, again raised the Enterprise shall be jointly and severally liable for the obligations of a reorganized company before its creditors.
 
Chapter x. suspension and termination of activities

Enterprise. Liquidation Article 58. The grounds and procedure for the suspension and termination of activity of enterprises 1. The company's activities may be terminated voluntarily or forcibly, as well as in case of occurrence of circumstances stipulated in this article.
2. Voluntary activity of the enterprise is terminated at any time by decision of the: owner of public enterprises, public organization;
 all participants of the enterprise based on the right of the share (share) property. The decision about the termination of activity of the enterprise is considered adopted if half of its members voted in favour, unless otherwise provided by its founding documents.
3. Forcibly enterprise activity is terminated by a decision of the Court in the following cases: (a));
b) invalidation of registration of the company in connection with violations of the law when registering the breakings of Turkmenistan that are irreversible;
in implementing the activities) without a license, if any, are subject to licensing or activities prohibited by the legislation of Turkmenistan;
g) implementation activities with repeated during a calendar year or gross violations of the legislation of Turkmenistan;
d) in other cases stipulated by legislative acts of Turkmenistan.
4. The activity of the enterprise, in addition to the grounds provided for in the second and third paragraphs of this article shall terminate upon the occurrence of the following circumstances: the end of the specified in the Charter the term of activity of the enterprise;
If as a result of reduction of the statutory fund, its size will be less than the minimum size established by this Act for the enterprises of the corresponding organizational-legal form;
If the parties do not form in the terms established by the present law, the share capital of the company;
 where appropriate in reorganization.
5. the requirement to cease the activity of the enterprise on the grounds prescribed in paragraphs "b", "c", "g" in the third part of this article may be made to the Court by the registration authority, respectively, State bodies authorized to issue licenses and carry out monitoring functions, lenders.
6. In the cases contemplated in paragraph "d" of part 3 of this article, the Court, instead of the decision to terminate the activities of the company, may decide to suspend its activities.
Tax authorities, licensing, environmental protection, sanitation, architecture, technology, security and fire protection have the right to give an idea about the suspension of activities of the enterprise. Disputes regarding these matters shall be resolved in the courts.
7. The activity of the enterprise is considered terminated from the date of his exclusion from the unified State Register of legal persons.
 
Article 59. Liquidation of enterprises 1. Liquidation of the company shall entail the termination of its activities without transfer of rights and duties in succession to other businesses.
2. the owner of the Court or the authority establishing the company, decide on the liquidation of the enterprise. They set the order and timing of liquidation, appoint a liquidation Commission (liquidator).
The executive body of the company from the date of appointment of a liquidation Commission (liquidator) be deprived of the right to manage the enterprise, its functions are performed by the liquidation Commission (liquidator).
3. the liquidation Commission (liquidator) reports body State registration of enterprises and status information about the Commission (liquidator). While in the unified State Register of legal entities is marked, that the company is in the process of liquidation.
4. the liquidation Commission (liquidator) is liquidated in the courts, the company takes measures to identify creditors and receipt of receivables.
Liquidated the company may conclude only related to its liquidation transaction, and the transaction contemplated in the decision on liquidation. The company is responsible for liquidating Commission (liquidator).
5. On liquidation of the enterprise each lender is notified in writing. In the official press placed notification (ad) on liquidation of the enterprise, the manner and timing of the claims of his creditors. This period may not be less than two months from the date of publication of the liquidation of the enterprise.
6. After the end of the deadline for presentation of claims by creditors, the liquidation Commission shall the intermediate liquidation balance sheet, which should reflect the composition of the assets of the liquidated company, the list of charges against creditors and their outcome. The intermediate liquidation balance sheet is subject to the approval of the founders (participants) of the company or the company's management body, took the decision on liquidation of the enterprise.
7. the liquidation Commission (liquidator) makes settlements with creditors. If your existing enterprise funds are insufficient to meet the claims of creditors, the liquidation Commission (liquidator) sells the property of the liquidated enterprises with public bidding.

8. If failure in the liquidated State enterprise assets for creditors, the latter may apply to the Court to meet the rest of the requirements at the expense of the owner of the property of this company.
9. After completing the payments to creditors, the liquidation Commission shall liquidation balance sheet, which shall be approved by the founders of (or participants) or managing body of the company, who decided on the liquidation of the enterprise, as well as confirmed by an independent auditor.
10. Liquidation of the enterprise is considered complete, and the enterprise is to have ceased existence after his exclusion from the unified State Register of legal persons.
 
Article 60. Distribution of assets on liquidation of an Enterprise 1. When the liquidation of the enterprise requirements of its creditors shall be satisfied in the following order: first, claims of citizens to whom the liquidated company responsible for causing harm to life or health;
secondarily-calculations for payment of termination benefits and remuneration of persons who work at a labour agreement (contract), as well as compensation for copyright treaties;
in the third priority, claims of creditors on obligations, collateralised property of the liquidated enterprises;
in fourth place is repaid the debt on the compulsory tax and other payments to the State and authorities on the ground, as well as debt on bank loans;
in the fifth priority calculations with other creditors.
The claims of each priority shall be satisfied after the full satisfaction of the claims of the previous turn.
2. Remaining after satisfaction of the claims of creditors of the liquidated assets of the enterprise is transferred to his parties with rights in rem on this property or liability rights against this company.
 
Article 61. Liquidation because of insolvency (bankruptcy) of the company Grounds recognized by the Court of the enterprise is bankrupt or ads they bankruptcy, as well as the liquidation of such enterprise shall be established by the Turkmenistan law "on bankruptcy".
 
Chapter XI. Liability for violation of the legislation of Turkmenistan on enterprises. Consideration of disputes of enterprises Article 62. Liability for violation of the legislation of Turkmenistan on enterprises 1. Enterprise activities must not violate the laws of Turkmenistan, the rights and legally protected interests of citizens, other enterprises and the State.
2. officials of enterprises, authorities, local executive bodies and local governments for violation of this law and other legislative acts of Turkmenistan, regulating the activity of the enterprises bear responsibility stipulated by the legislation of Turkmenistan.
 


Article 63. Consideration of disputes of enterprises

 
Disputes of enterprises are treated in the order determined by the legislation of Turkmenistan.
 
President of Turkmenistan Saparmurat Turkmenbashi mountains. Ashgabat, June 15, 2000 year ¹ 28-II