On Joint-Stock Companies

Original Language Title: Об акционерных обществах

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On joint-stock companies (statements of the Mejlis of Turkmenistan, 1999, no. 4, item 55) (with amendments and additions as the laws of Turkmenistan dated 18.04.2009, no. 32-IV, 31.03.2012. No. 297-IV, 28.02.2015, no. 196-V and 23.05.2015, no. 232-V) this law determines the legal framework for the creation, operation, reorganization and liquidation of companies, rights and duties of their members (shareholders).
 
Section i. General provisions article 1. The concept of the joint stock company joint stock company (hereinafter-the company) is a company in which deposits from natural and/or legal persons are combined into the statutory fund is divided into a certain number of shares of certifying liability rights of company participants (shareholders) in relation to the joint-stock company.
 
Article 2. Turkmen law on joint-stock companies 1. Turkmen law on joint-stock companies is based on the Constitution and consists of this law and other normative legal acts of Turkmenistan.
2. If an international treaty to which Turkmenistan stipulates other rules than those stipulated by this law, the rules of the international treaty shall apply.
 
Article 3. Basic provisions on joint-stock company 1. Society is a legal entity, owns separate property and may, on its own behalf acquire and exercise property and personal non-property rights, bear responsibilities, act as a plaintiff and defendant in court.
2. the company shall be liable for its obligations with all property belonging to it, which may be levied in accordance with the current legislation of Turkmenistan. The State is not responsible for the obligations of the company, as well as the company is not liable for the obligations of the State. The company shall not be responsible for the commitments of its shareholders, as well as the shareholders are not liable for the obligations of the company and bear the risk of losses associated with its activities only to the extent of the value of their shares.
3. the company is established without restriction of activities, unless otherwise stated in its founding document. Company is established from the moment of its State registration in the order established by the law.
 
Article 4. Name and location of the joint-stock company 1. Joint-stock company has its own name in Turkmen and Russian languages, including the abbreviation that specifies the type of society.
Joint-stock company are also entitled to have full and short name in a foreign language.
2. a joint-stock company, whose name is registered in the order established by the legislation of Turkmenistan, has the exclusive right to use it.
3. a joint-stock company has the seal of the established sample and may have its own logo, duly registered corporate trademark, stamps and forms with its name, which should not contain national symbols of Turkmenistan.
4. the seat of the society is its legal address is the place in which the management of the company.
 
Article 5. Joint-stock companies open and closed 1. Society can be open or closed, which is reflected in its constituent instrument.
2. Open Society has the right to conduct an open subscription to shares of stock issued by it and implement their free sale in accordance with the requirements of this law and other legal acts of Turkmenistan. Shareholders of an open society can dispose of their shares without the consent of the other shareholders of that society.
Open society is empowered to conduct a closed subscription to shares of stock issued by it, if this is provided for by the company Charter.
3. the company, in which the shares are distributed only among its founders or other predetermined circle of persons, is a closed society. Such a society is not entitled to conduct an open subscription to shares of stock issued by it.
The shareholders of the closed society have the preferential right to purchase shares or shares sold by other shareholders of this society.
4. The number of shareholders of an open society is not limited. The number of shareholders in a closed joint-stock society may not exceed fifty. The company may not have as its sole founder (stockholder) another company, consisting of one person.
 
Article 6. Subsidiaries, branches and representative offices of the joint stock company 1. The company has the right to establish on the territory of Turkmenistan and foreign subsidiaries, branches and representative offices.
2. A subsidiary of the society has the rights of a legal person and independently liable for its obligations. The subsidiary company is not responsible for debts of its parent society, and the society is not responsible for debts of a subsidiary.
3. branch and Representative Office of the company are not legal entities. Branch and representation of vested property established their society and carry out their activities on the basis of the provisions approved by the society about them.
Case management branch and representative office carries out assigned society head (Manager) based on granted to him by society. Head (Manager), conducting litigation and representation, branch under Turkmen law bear responsibility before the society.
 
Section II. Establishment of joint-stock company
 

Article 7. The formation of a joint-stock company 1. Founders (participants) of a company can be both physical and legal persons of Turkmenistan and foreign States, as well as stateless persons. The number of founders (participants) of the company may not be less than two.
2. the founders (participants) have entered into between a written contract that specifies the order in which they are working together to build a society, society type, size of the statutory fund, categories and types of issued shares, the amount and procedure of their payment, rights and obligations of participants (shareholders) of the company. Treaty on the establishment of a society is not its constituent document.
 
Article 8. Constituent Assembly of joint-stock company 1. Decision on the establishment of the company was adopted by the constituent Assembly, which is entitled with the participation of all the founders or their representatives.
2. Constituent Assembly decides:-unanimously-on the creation of a society, approval of the memorandum and articles of Association, the monetary valuation of contributions made by the founders in kind;
-qualified majority of two thirds of the votes on the election of the Executive and supervisory bodies of the company, as well as on the establishment of the Supervisory Board;
-simple majority votes on electing the President of the constituent Assembly, other issues.
3. the founders of a company are jointly and severally liable for obligations relating to its establishment and to the State registration of the company.
The society is liable for the obligations of the founders associated with his creation, in case of approval of their actions and expenses shareholders.
 
Article 9. The Charter of a joint-stock company 1. The founding document of the company is its Charter.
2. In addition to the information laid down in the legislation of Turkmenistan, articles of association must contain the following information:-full and abbreviated name of the company;
-legal address;
-type of society (open or closed);
-the subject and purpose of the activity;
-composition of the founders;
-the size of the authorized capital and the conditions for its payment;
-order subscription for shares;
-quantity, categories (simple, privileged) and types of issued shares and their relationship, the nominal value of the shares;
-number of shares;
-fulfillment of obligations on buy-out of shares and their issuance;
-allocation of profits;
-way education, composition, competence and term of Office of the members of the Executive (the Governor) and the supervisory bodies of the company;
-rights of shareholders-owners of various categories and types of shares;
 -the method of convening the general meeting of shareholders, its capacity and the procedure in case of incompetence, conditions and manner of exercise of the right to vote;
-information about subsidiaries of the company, its branches and representative offices.
3. If necessary, in the Charter of a company may be subject to the following provisions:-regarding the modalities for making in-kind contributions and other benefits offered by members of the society;
-on the rights associated with the release of the different categories and types of shares, their quantity and face value;
-the rules relating to the issue of bonds;
-about the possibility and the seizure of the company's shares out of circulation;
-on the conditions and powers granted to the executive body of the company (Manager) with the increase of the authorized capital.
 The Charter of a joint-stock company there may be limits on the number of shares owned by a single shareholder and the preemptive right to purchase the shares of society sold its shareholders if the other shareholders of the company shall not use their preferential right to purchase them.
4. the articles of Association shall be signed by the founders.
5. any modification or addition made to the articles of Association, may be effected only on the basis of the decision of the general meeting of shareholders. The decision to change or supplement the articles of Association shall require a majority vote of shareholders possessing in aggregate not less than two thirds of the authorized Fund.  Changes and additions to the Statute should be registered with the State registration of the company.
 
Article 10. Rights and obligations of shareholders 1. All shareholders are entitled to the rights and duties arising from this Act and the statutes of the society.
2. the shareholders have the right to:-participate in managing the Affairs of society defined by the Charter of the company;
-to receive part of the profits (dividends) of the activities of the company;
-transactions with owned shares in the manner provided by this Act and the Charter of the company;
-transfer the rights (or rights) provided by action of its representative (s);
-obtain information on the activities of the society including acquainted with accounting data and other documents in the manner prescribed by the company Charter;
-to receive in the event of liquidation of the company, part of the value of assets remaining after the settlement with creditors, or its value in the manner prescribed by the legislation of Turkmenistan and the Charter of the company;
-to challenge judicially taken society decision.
Shareholders may also have other rights provided by the present law and other normative legal acts of Turkmenistan and the Charter of the company, including a preferential right to receive production (services) produced by the society, as well as the acquisition of shares of the new issue.
3. Shareholders shall:

-pay for shares in order size and means provided by the founding documents of the company;
-not to disclose confidential information about the company and to refrain from any activities that may harm the society.
No other responsibilities may be assigned to shareholders without their consent. The provisions of the Charter, the decisions of the management and control of society imposing certain duties to shareholders, are null and void.
4. a shareholder has no right of ownership to a property, part of the company's assets, including the one that made shareholder.
5. a shareholder is not entitled to demand the company shares acquired by foreclosure, except as provided in paragraph 6 of this article.
6. shareholders-owners of voting shares have the right to demand from society for the purchase of all or a portion of the shares belonging to them in cases of the adoption of the general meeting of shareholders the following solutions:-on the reorganization of the company;
-the Commission of a major transaction, the subject of which is the property whose cost totals more than 50 per cent of the value of the company's net assets at the date of adoption of the decision on such transaction;
-on the introduction of amendments and additions to the Charter or the Charter in new edition of approval, limiting their rights.
The right of such a requirement arises from shareholders if they voted against the adoption of these decisions or did not participate in the voting. The company must inform the shareholders that they have this right, price and order of redemption.
 
Article 11. Registration of the joint-stock company 1. State registration of societies, including established with participation of foreign capital, or as a result of the privatization of public enterprises is carried out in the manner prescribed by the legislation of Turkmenistan. The data contained in the State registry of legal persons should be published regularly in the official press registration authorities.
2. the national authority responsible for the registration of society, has the right to refuse registration of the company in the following cases:-If the establishment of the society carried out in violation of the provisions of this law and other normative legal acts of Turkmenistan;
-If the constituent document or statement on the company's establishment contain incorrect, incomplete and inaccurate information.
 
Section III. The property of the joint stock company Article 12. Statutory fund of the company 1. The contributions of founders (shareholders) made for purchased their shares of the company, constitute the statutory fund of the company that determines the minimum size of the property of the company, guaranteeing the interests of its creditors.
The minimum authorized share capital of the joint stock company shall be the total nominal value of issued and floated shares equal to at least 200 times the amount of the minimum wage established by law at the time that the founders (shareholders) deposits in the statutory fund and submission of documents for State registration of the company.
2. Total face value of all the shares that the company has the right to issue, in accordance with its Charter, is a declared statutory fund of the company.
At the time of the establishment of society can produce and post shares for the full amount of the announced statutory fund or only part of it. While the total nominal value of the issued shares shall not be lower than the minimum sizes of the statutory fund established by this law.
3. Open subscription to shares when the company's establishment is not allowed. All shares must be placed among the founders and paid within 12 months from the moment of State registration of the company.
At the time of State registration of the company its share capital must be paid by the founders of no less than half.
4. Number of issued shares of each type, terms and conditions of their release within the statutory fund shall be determined by the Charter of the company.
 
Article 13. Increase or decrease the size of the authorized Fund of the joint stock company 1. Joint-stock company has the right to increase or decrease the size of announced authorized capital.
2. an increase in the statutory fund of the company is only allowed after purchasing all the shares previously announced by the decision of the general meeting of shareholders. Increase the size of the authorized Fund of the company to cover its losses is not allowed.
The company has the right to increase the size of the announced statutory fund by increasing the nominal value of the shares, issue new shares. Change in size of the statutory fund shall be made to the company's Charter and registered. Issuance of new shares prior to the registration of modifications to the Statute of the society shall be prohibited.
3. the company shall have the right to reduce the size of the authorized Fund by reducing the nominal value of shares or reduction of their total number, through the purchase of shares for cancellation. Purchase and redemption of shares is permitted if this is provided for by the company Charter.
The company may not reduce the size of the statutory fund, if it is less than the minimum amount of the authorized Fund, as defined in this Act.

4. the decision to reduce the authorized Fund of the company within 30 days from the date of its adoption must be registered in the order established by this law. After registering the fact of reducing the statutory fund of the company control society owes twice with intervals of not less than 30 days, publish a post about this in one of the official periodicals.
Reducing the size of the statutory fund shall be permitted only with the written consent of creditors.
5. If at the end of the second and each subsequent fiscal year, the company's net assets value is less than the statutory fund, the company must declare and register in the prescribed manner of reducing the size of its authorized Fund or declare the liquidation of the company.
The decision to increase or decrease the size of the authorized Fund of the company was adopted at a general meeting not less than two-thirds of votes from the total number of votes of shareholders.
Shareholders and bodies authorized by the State, has the right to demand elimination of society if a decision to reduce the size of the authorized Fund or liquidation of the company in accordance with this article, which was not accepted by the society.
 
Article 14. Net assets net assets of joint stock society is the amount of the company's assets minus its liabilities per share. The company's net assets value is evaluated according to the accounting society in order to be determined by the authority exercising State regulation of accounting system.
 
Article 15. Income and funds of the company.
 
1. Balance sheet and net income of the joint stock company shall be determined in the manner prescribed by the legislation of Turkmenistan.
2. Net income of society comes fully available and allocated by decision of the general meeting of shareholders only after acceptance or approval of the annual report, balance sheet and financial activity of the company.
3. the company is entitled to due to net income and consumption funds form the reserve fund. The order of formation and use of the funds is determined by the Charter of the company.
4. The Reserve Fund of the company shall be not less than 15 per cent of the authorized Fund. The size of the annual contributions to the reserve fund shall be established by the company Charter.
The Reserve Fund of the company is intended to cover damages, repayment of the bonds of society, interest payments on bonds and dividends on preferred shares, as well as for the redemption of shares of the company in the absence of other means. Reserve Fund cannot be used for other purposes.
5. Society in accordance with its Statute and shareholders may provide for the formation of the net income of the Special Fund, the incorporation of the company's employees. Its funds are spent solely for the acquisition of shares sold by the shareholders of this company, for later placing them among the employees of the company.
 
Article 16. Dividend stock company 1. Dividend is a portion of the net income of the company, distributed among the shareholders proportionally to the number of shares.
Dividends may be paid in cash, and on an exceptional basis, in the form of goods or other assets if it is stipulated in the Charter of the company.
Dividends are paid in accordance with the legislation of Turkmenistan in the field of securities market.
2. the form of dividend payments and their size per one share shall be established by the general meeting of shareholders, unless provided otherwise by the company Charter. Society announces dividends without tax with them.
3. the company shall not have the right to declare and pay dividends:-until full payment of all of the announced statutory fund;
-to all redemption shares that must be redeemed by the company;
-If at the time of payment of dividends, there is a real threat of insolvency (bankruptcy) of the company or such a threat will society as a result of the payment of dividends;
-If the company's net assets value is less than the size of its authorized and reserve funds.
4. Fixed dividend on preferred shares and interest on the bonds shall be established by society at the time of their release.
To have the right to dividend shares acquired not later than 30 days before the date on which it is formally announced payouts. The dividend is not paid on shares that have not been posted or were acquired by society.
The payment of dividends shall be carried out in accordance with the Charter of the company. On unpaid and uncollected dividends, no interest is due.
Dividends are taxed in accordance with the legislation of Turkmenistan.
 
Section IV. Securities of the society and the order of their placing Article 17. General provisions on shares of the joint stock company 1. Action-emission investment securities entitling its owner-shareholder to receive part of the profits-the issuer in the form of dividends, participation in the management of the company and a portion of its assets remaining after the liquidation.  
Issuance of shares is carried out by the society in accordance with the legislation of Turkmenistan in the field of securities market.
The nominal value of all the shares issued by the society, must be the same and can be identified in the national currency of Turkmenistan.
The company may issue only registered shares, unless otherwise provided by the legislation of Turkmenistan.

2. the promotion is indivisible. In cases where one and the same share belongs to several persons, all of them in relation to the society recognizes one shareholder and may exercise their rights through one of them, or through a common representative. In cases provided for by law, a company may issue fractional shares.
 
Article 18. Shares of category 1. Company issues shares simple (with voting rights) or preferred (non-voting) with a guaranteed volume of rights. Preference shares are issued in the amount not exceeding 10 per cent of the size of registered authorized capital of the issuer.
2. The Charter of the company or a decision of the general meeting of shareholders may be a issue preferred shares of various categories. When deciding whether to issue preferred shares of different categories are determined by the conditions of their accommodation and the treatment on the secondary securities market.
3. shareholders are holders of preferred shares are entitled to participate in the stockholders meeting when addressing the following issues:-reorganization and liquidation of the company;
-on the introduction of amendments and additions to the articles of Association restricting the rights of shareholders-owners of preferred shares of this category;
-about the granting of shareholders-owners of a category of privileged shares of the benefits in accordance with the order of payment of dividend and (or) the liquidation value of the shares.
 
Article 19. Common shares of the joint stock company 1. Common share gives a shareholder the right to participate in the general meeting of shareholders with the right to vote on all matters submitted to a vote.
2. Common share gives a shareholder the right to receive dividends in an amount to be determined by the general meeting of the society, after paying dividends on preferred shares, the right to receive part of the assets of the company in case of its liquidation in accordance with the procedure established by this law and other normative legal acts of Turkmenistan.
 
Article 20. Privileged shares of the joint stock company 1. Preference share society provides shareholder pre-emption right before the owners of ordinary shares to receive dividends in a predetermined amount, as well as on the part of the property in case of liquidation of the company in the order established by this law and other normative legal acts of Turkmenistan.
Privileged shares of the same type are providing their owners the same rights and have the same nominal value.
The Charter of a company may provide for additional privileges on these shares.
2. a joint-stock company is entitled to issue the following types of preferred shares:-with guaranteed size of dividends;
-with a different amount of rights of the holder of the shares.
The Charter of a company may also identify the possibility and conditions for converting preferred shares into common shares.
3. dividends on preferred shares are paid in accordance with the legislation of Turkmenistan in the field of securities market.
4. In cases where the size of dividends paid to shareholders of common shares exceeds the amount owed on preferred shares, the holders of these shares must be supplement to the dividend paid on ordinary share.
The Charter of a company may be established that unpaid or not fully paid a dividend on preferred shares is accumulated and paid later (cumulative preference shares). Exclusion of preferred shares with unpaid dividend is carried out with their entitlement to the new owner of the shares.
5. owner satisfaction of preferred shares for shares in the event of liquidation of the company is carried out in accordance with the legislation of Turkmenistan in the field of securities market.
 
Article 21. Ways of allocation of shares of the joint stock company 1. Under the placement of shares is understood to be selling them.
Shares are placed in the following ways:-among the founders of a joint-stock company and other persons in accordance with this law;
-private way for qualified investors;
-Open method among unlimited circle of persons through the sale in accordance with the legislation on securities.
2. placement of shares is carried out in accordance with the legislation of Turkmenistan in the field of securities market.
The primary issue of shares is carried out only among its founders. A subsequent issue of shares is not allowed until full deployment the previous issue of shares.
Securities issues of society are subject to state registration in the order established by the legislation of Turkmenistan on securities.
 
Article 22. Form of issue of shares of a joint stock company.
 
1. a joint-stock company issues shares in certificated or uncertificated form. Form of issue of shares shall be determined by decision of the general meeting of shareholders.
Shareholders may be issued a certificate for the total sum of the par value of the shares. For registered share certificate or a certified extract from the registry of securities owners serves as the Foundation for the implementation of the rights of a shareholder.
2. Action in documentary form must contain the following details:-name of the company, its location;
-name of the commercial paper-"action", its serial number, date of issue, look equities (simple or privileged), its nominal value, the name of the holder;

-the size of announced authorized Fund of the company on the day of issue of shares, as well as the number of issued shares;
-the deadline for payment of dividends;
-signature of the authorised person's society and Chief Accountant of the company.
3. confirmation of rights on uncertificated security is carried out by the society or by the Registrar, which carries out maintenance of register of owners of securities by issuing extracts from the registry of securities owners, or extract from the account of a nominee.
Such a statement might be issued for the total number of securities and must contain the following information:-the name of the company, its location;
-numbers of securities;
-types, types and categories of securities;
-the amount of securities issuance, the total number of securities and the date of registration;
-number of the purchased securities;
-the name of the owner;
income on preferred shares;
-stamp and signature of the authorized person society;
-the name of the Registrar engaged in maintaining the registry of securities owners.
 
Article 23. The conditions and procedure for payment of 1. Shares may be issued to the owner only after complete payment of their price.
Form of payment of shares at its establishment is determined by the company's Foundation Agreement or Charter of the company. Additional issues of shares and conditions of payment shall be determined by the general meeting of shareholders in the prospectus. Subscription for shares shall not exceed 6 months.
2. Among the founders shares are posted at their nominal value.
Shares of the company, placed between the founders, must be fully paid in accordance with paragraph 3 of article 13 of this law.
The shareholder, not buying their shares in a timely manner, can be deemed to have resigned from among the shareholders by resolution of the general meeting of the society, as he is sent a notification. In the case of incomplete payment of the contribution of the founder of the unpaid portion of the decision of the general meeting may be transferred to pay another founder.
3. Sale of shares is carried out in the manner prescribed by the present law, the Charter of the company and other normative legal acts of Turkmenistan.
Promotions that are hosted by the society, and may not be sold at a price below market value or par, whichever is greater. This provision shall not apply: 1) to the shares sold to a middleman costs, which can be lower than their market value, but not more than the amount of the remuneration of the mediator;
2) to shares under placing options;
3) shares to be converted.
4. payment for shares may be made in national currency of Turkmenistan, foreign currency according to the rate established by the Central Bank of Turkmenistan on the date of payment, property rights, including through set-off of claims of creditors to the society, land use right and the right to the results of the activities, as well as other assets.
Intellectual property rights to the results must be certified by documented in accordance with the legislation of Turkmenistan.
Payment of shares of securities is allowed only on the exchange price of the past defined on the organized securities market. Is not allowed payment of the shares in the form of moral rights and other nonmaterial values.
5. Non-pecuniary contribution in payment for the shares, valued in monetary terms, taking into account the current market value. The governing body of the society is obliged to assess the real contribution to specify the grounds on which its installed cost. The Charter of a company may impose restrictions on the types of property taken as payment for shares.
In cases where the payment for the shares is transferred the right to use the property, this fee is determined by the pay-per-use, calculated for the entire period of use of the society the assets.
Without the consent of the general meeting of the early seizure of property, the right of use which serves as a payment for the shares of the company, is not allowed. Unless otherwise provided by the contract, the risk of accidental loss of or damage to the property transferred for use by the public, lies with the owner of the property.
6. the offer does not grant the right to vote until payment in full, with the exception of shares purchased by the founders in the establishment of the company.
Outstanding shares at the disposal of society, do not give the right to vote and no dividends are paid. These shares do not participate in the vote count and are not counted in determining the quorum for the general meeting of shareholders.
Such actions must be implemented within six months from the date of their receipt at the disposal of society, otherwise the general shareholders ' meeting should take a decision to reduce the statutory fund of the company by way of redemption of shares specified.
 
Article 24. Options to purchase shares of joint-stock company has the right to issue their stock purchase options that provide shareholders and employees of the society a priority right to purchase a certain number of shares of the company. The price of shares included in the option shall be not less than their market value or the nominal value (whichever is greater) on the release date of such option.
 
Article 25. The acquisition of joint-stock company offered shares 1. Joint-stock company has the right to acquire placed shares if it is stipulated by its Charter.
Acquire placed shares are subject to:

-adoption by the shareholders ' meeting decision on reduction of the authorized Fund;
-the output of one or more shareholders of the company;
-reorganization of the company;
-conversion of preferred shares into common shares;
-the presence of other grounds provided for in the Charter.
2. by decision of the shareholders ' meeting on reducing the size of the authorized Fund of the society may acquire part placed them shares of the company in order to reduce their total number. Shares acquired society thus extinguished.
3. When exiting shareholders from the company acquired society shares do not grant the right to vote, they are not counted when counting the votes, they do not accrue dividends. Such actions must be implemented no later than six months from the date of their acquisition, otherwise the general shareholders ' meeting should take a decision to reduce the statutory fund of the company by way of redemption of those shares or to increase the nominal value of the remaining shares for repayment purchased shares with preservation of statutory fund, provided for in the company Charter.
4. the company may not decide to acquire placed shares if the nominal value of the shares in circulation will reach 90 per cent of its statutory fund.
The decision on acquisition of shares shall be determined the number of purchased shares of each type, purchase price, form and payment, as well as the time within which the purchase of shares.
Payment for the shares when their purchase is made in cash, unless provided otherwise by the company Charter. The period during which the acquisition of shares, must not be less than 30 days.
5. Each shareholder-owner of shares is entitled to sell them, and the company is obliged to acquire them, if you decide to purchase company shares. If the total number of shares in respect of which stated on their acquisition exceeds the number of shares that may be acquired by the society subject to the restrictions imposed by this article, shares are purchased from shareholders in proportion to the stated requirements.
The company is obliged to acquaint shareholders with a decision on the acquisition of shares not later than 30 days prior to the implementation of the decision. The acquisition of the preferred shares is carried out at a price stipulated by the Charter of the company or the market value of the shares, reflecting the balance between aggregate demand and supply in a specific time interval, as a result of the quotation of securities in the secondary market.
 
Article 26. Restrictions on acquisition of joint-stock company offered shares 1. Joint-stock company may not acquire placed them common and preferred shares:-until full payment of all declared the Foundation of society;
-If at the time of their acquisition of society there is a real risk of insolvency (bankruptcy) of the company or such a threat will appear as a result of the acquisition of the shares;
-If at the time of their acquisition of the company's net assets value is less than authorized and reserve funds.
2. the company may not acquire placed shares to repurchase all of the shares on the redemption requirements provided by this Act.
 
Article 27. General rules for redemption of shares of the joint-stock company on request of shareholders 1. Shareholders holding common shares has the right to demand the redemption of all or part of the joint-stock company shares belonging to them in cases of:-the adoption of the general shareholders meeting decision on reorganization or committing a major transaction if they voted against that decision or did not participate in the voting on those issues;
-amendments to the articles of association or approval of the company's Charter in New Edition, limiting shareholders ' rights if they voted against the adoption of the relevant decision or did not participate in the voting.
2. Redemption of shares is carried out by the society, the market value of those shares.
 
Article 28. The procedure for exercising the shareholders foreclosures joint stock company by shares 1. The company must inform the shareholders that they have the right to demand redemption of their shares, price and procedures of repurchase.
The announcement of holding the stockholders meeting, whose agenda can lead to stockholders the right to require redemption of shares must contain information about the costs and procedures of repurchase of shares.
2. A written claim of the shareholder on redemption of shares belonging to him shall be communicated to the society, together with an indication of the place of residence (location) of the shareholder and the number of shares which he foreclosure requires.
The deadline for the submission of such a request the shareholders no later than 45 days from the date of the decision of the general meeting and notice to the shareholders.
Upon expiry of the submission requirements, the company must, within 30 days to buy back shares from shareholders submitting requirements for redemption.
3. the total amount of funds allocated by the society on the redemption of shares, shall not exceed 10 per cent of the value of the company's net assets at the date of adoption of the decision on the redemption.

If the total number of shares that may be purchased, less the number of shares to which the claimed requirements on the redemption of shares are redeemed from shareholders in proportion to the stated requirements. Shares repurchased by the society in case of reorganization shall be extinguished when their redemption. Shares repurchased society in other cases provided by the present Law, placed at the disposal of society. The shares in accordance with paragraph 3 of article 26 of this law shall not give society the right to vote and do not accrue dividends, they must be implemented no later than six months after their foreclosure, otherwise the general shareholders ' meeting should take a decision to reduce the statutory fund of the company by way of redemption of those shares.
 
Article 29. General rules of fragmentation and consolidation of shares of 1. According to the decision of the general meeting of shareholders of the company shall be entitled to produce crushing or consolidation of shares of the company.
Splitting of shares shall be effected by the increase in the total number of issued shares, with simultaneous proportional decrease of the nominal value of the shares of the company.
Consolidation of shares is made by reducing the total number of issued shares with simultaneous proportional increase in the nominal value of the shares of the company.
Splitting or consolidation of shares shall not lead to a change in the statutory fund of the company.
2. during the consolidation and (or) cannibalizing shares in the articles of Association are made relevant changes regarding the par value and the number of outstanding shares once again.
3. Consolidation and (or) cannibalizing shares society might have a redemption previously issued shares, within the limits established by the present law, their value is not lower than the balance or account.
In the case of the fractional part of the shares at their splitting or consolidation, the company may, with the consent of the shareholder to redeem the fractional part of the action in the manner prescribed by the present law.
Fragmentation and consolidation of shares must not restrict the rights of shareholders in respect of voting, receiving dividends and part of the property in case of liquidation of the company.
 
Article 30. 1 debenture. Bond-issuing investment securities espousing its owner's right to receive from the issuer in accordance with the terms of the memorandum of bonds and fixed term its par value or a property value.
Society, by decision of the general meeting of shareholders shall be entitled to issue registered bonds with the aim of raising funds for the implementation of investment programmes and the development of society, unless otherwise stipulated by its Charter. The general meeting of shareholders approves the procedure and conditions for the issuance of bonds in circulation. Bond does not grant its holder the right to participate in the management of the issuer-society.
2. the nominal value of the bonds is determined in the national currency of Turkmenistan.
Bonds issued into circulation, are subject to state registration in the order established by the legislation of Turkmenistan in the field of securities market.
The company may issue bonds:-secured by assets of the company;
-secured guarantees of third parties;
-without collateral to an amount not exceeding the size of the net asset value of the company.
3. conditions of issue and par value of the bonds of all editions of the issuer shall be established in accordance with the legislation of Turkmenistan in the field of securities market.
Implementation can be carried out by the society itself directly or investment institution.
The realization of the right of the owner of the bonds on the distributed profits and on part of the property left after the liquidation of the company shall be carried out in accordance with the legislation of Turkmenistan in the field of securities market.  
4. the company has the right to provide for the possibility of early redemption at the request of their owners. While the decision about the release of bonds redemption price shall be determined and dates, not earlier that they may be brought to maturity.
Redemption by the issuer shall be effected in accordance with the legislation of Turkmenistan in the field of securities market.
 
Article 31. Konversiruemye securities joint stock company 1. Conversion of securities of the society is an exchange of securities of the same category or type to another.
Conversion of securities of the company may be carried out:-change the par value of securities issued by the company;
-consolidation and splitting of securities;
-reorganization of the company;
-replacing preferred shares on simple when regular issues of securities of the company;
-change the type of securities (bonds for shares);
-in other cases provided by the present law and other normative legal acts of Turkmenistan.
2. conversion of securities Issue shall be prescribed by the company Charter or decision of the general meeting of shareholders. Otherwise, the conversion of securities is illegal.
The conditions and procedure for the conversion are set by the decision of the general meeting of shareholders on the placement of convertible securities and should not contradict the legislation of Turkmenistan.
3. Exchange the bonds for shares is determined by the conditions of issue of bonds in circulation. The right to conversion is implemented in a period of not more than 5 years from the date of issue of the bonds, unless otherwise envisaged by the conditions of issue of bonds in circulation.

Conversion price of securities must not be lower than the market value or the nominal value of the shares (depending on which one is more value) at the time of the bond issuance.
4. Preferred shares can konversirovat′sâ in simple. The conversion price for preferred shares shall not be lower than the nominal value of the common shares at the date of adoption of the decision on their conversion. The right to conversion and conversion conditions are determined by the Charter of the company.
Conditions of issue of the bonds or the prospectus if the converted securities should contain information about the proportions of an exchange of securities of the same type or category to another.
 
Article 32. Register of holders of securities within 30 working days from the date of State registration of issue of registered securities company must ensure that the registry of securities owners in accordance with the legislation of Turkmenistan in the field of securities market.
 
Article 33. Illegal actions in transactions with securities joint stock company 1. Involvement of the physical or legal person when making transactions with securities in deceptive actions against another person or entity through the use of false information or failure to provide required information is illegal.
2. Any action or practice that intentionally applied by a natural or legal person to mislead another person or entity to buy or sell any securities, are illegal unless the person who has suffered loss as a result of such fraudulent acts, did not know or should not have known about it.
The person who has suffered damages as a result of such action, the right to seek redress in court. When the person suffering the damage, has the right to compensation in accordance with applicable law.
 
Section v. order of transactions involving the acquisition or alienation of the property of the joint stock company Article 34. Large transactions involving the acquisition or alienation of property 1 joint stock company. Transactions performed by the management bodies of the society in the course of a business shall be governed by the Charter of the company.
2. Basic terms and order of the society of major transactions involving the acquisition or alienation of the significant assets of the company are determined by this law, the Charter of the company and other legislative acts of Turkmenistan.
3. a major transaction is recognized in cases where:-the deal and (or) multiple interrelated transactions involving the acquisition or alienation of any possibility of a joint-stock company, directly or indirectly, the property of the company, the total cost of which is 25 per cent or more of the company's assets;
-transaction or several interrelated transactions involving the purchase or sale, including issuance and placement of shares (bonds) society, constituting 25 per cent or more of the shares (bonds) issued by the company.
4. The Charter of the company or a decision of the general meeting of shareholders of large transactions can be attributed other than those listed in paragraph 3 of this article, as well as certain categories of transactions which are carried out in the manner provided for large transactions.
 
Article 35. The order making a decision on whether the transaction was a joint-stock company 1. Big deal could be concluded by the joint stock company only after the prior decision of the management body of the society. All creditors of the society must be notified of any large society committing transactions not less than 10 days before it occurred.
2. the decision of the Commission of a major transaction shall be adopted by the general meeting of shareholders by the majority of three fourths of votes of shareholders attending the company's Charter, if not specified otherwise by the general shareholders ' meeting decision on conclusion of large transactions.
3. the decision of the Commission of the society a major deal, the subject of which is the ransom and placement of securities, shall be adopted by the general meeting of shareholders in the manner prescribed by the Charter.
4. Shareholder, receiveth not voting or voting against the decision of the Commission of a major transaction, have the right to demand the redemption of shares belonging to him in the order established by this law.
 
Article 36. The basic rules for determining the value of the purchased or alienable property society 1. Cost of alienable property company, which is the subject of a major transaction shall not be below the market prices prevailing for similar property in the place and on the day of conclusion of the transaction.
2. the cost of the acquired joint property which is the subject of a major transaction shall not be higher than the market prices of similar assets existing at the place and on the day of the conclusion of a major transaction.
3. valuation of the acquired or alienated property which is the subject of a major transaction, carried out by the auditor or an independent appraiser, except where in accordance with this Act, the market value of the property is determined by the Court.
 
Article 37. The consequences of failure to comply with the requirements for the conclusion of the transaction by company on the acquisition or disposition of assets
 

1. Failure to comply with the requirements provided for in this Act and the Charter of the company when making a major transaction shall entail the invalidity of the transaction, except where a person who has entered into a deal with the joint-stock company, acted in good faith and did not know or should not have known to be aware of non-compliance with the requirements of society.
2. A claim for the recognition of a major transaction void may be challenged by any interested persons.
 
Article 38. Conclusion of a joint-stock company the deal acknowledges the interest of individual shareholders 1. Persons interested in committing a transaction, the joint-stock company are:-the members of the managing bodies of the company;
-persons holding posts in the administration of the company;
-shareholder, owns together with dependent (affiliated) with him by the person (s) and more than 10 per cent of the shares, providing the right to vote, as well as their spouses, parents, children, brothers, sisters and their affiliates.
2. Having an interest in the transaction of persons referred to in paragraph 1 of this article, shall be recognized in case these persons:-are party to such transaction or participate in it as a representative of a party or a mediator;
-own 10 per cent or more of voting shares (shares) of a legal entity which is a party to the transaction or participating in it as a representative or intermediary;
-occupy posts in the administration of the legal entity which is a party to the transaction or participating in it as a representative or intermediary.
 
Article 39. Rules for the provision of information society on the interest in the transaction a joint-stock company the persons referred to in paragraph 1 of article 39 of this law, shall be obliged to bring to the attention of the management bodies of joint-stock company, internal audit Commission (internal auditor) of the company and the auditor of the company information: 1) of legal persons in which they own, independently or jointly with its affiliate (s) or more than 10 percent of the voting shares (shares);
2) legal persons in Government which they occupy;
3) about known or suspected transactions committed by them in which they can be recognized by stakeholders.
 
Article 40. Order requirements of bargaining, in which there is interest 1. Decision on the conclusion of the joint deal, in which there is interest, shall be adopted in accordance with the Charter of the company the authority of his Office by a majority of votes of the members of this body, are not interested in it.
2. a decision on the conclusion of the joint deal, in which there is interest, the general meeting of shareholders shall be taken by a majority of votes of shareholders who are not interested in the deal, in the following cases: (a) if the amount of the payment) on the transaction and the value of the property which is the subject of the transactions exceeds 5 per cent of the assets of the company;
b) if the transaction and (or) multiple interrelated transactions are the placement of the company's voting shares and other securities convertible into voting shares, in excess of 5 per cent of the voting shares issued by the company earlier.
3. Conclusion of the deal, in which there is interest, does not require the decision of general meeting of shareholders under paragraph 2 of this article, in cases where: (a)) deal is a loan provided by the interested person to joint-stock company;
b) transaction is committed in the course of a business between the company and the other party, until the person concerned is recognised in accordance with paragraph 1 of article 39 of this law.
4. If it is impossible to determine the date of the general meeting of shareholders in transactions continued business relations between the company and the other party to a transaction, for which the interest may arise in the future, the requirements of paragraph 2 of this article shall be deemed to be fulfilled when the general meeting of shareholders subject to the adoption of a decision on the establishment of contractual relations between the company and any other person with an indication of the nature of the transactions that may be committed and their limits.
5. If all members of the management body, authorized to conduct transactions by the company Charter, recognized by the stakeholders, the deal can be made by resolution of the general meeting of shareholders, adopted by a majority of votes of shareholders who are not interested in the deal.
6. If a transaction in which there is interest, is both a major transaction related to the acquisition or transfer of assets to society, the order of its perpetration, the provisions of articles 36, 37, 39, and 40 of this Act.
 
Article 41. Consequences of non-compliance to a transaction in which there is interest 1. The deal, in which there is interest, done in compliance with the requirements to the transaction under this Act and the Civil Code of Turkmenistan, is repealed.
2. a person engaged in the Commission of a joint-stock company transaction effected in compliance with the requirements provided for in this Law shall be liable to the society responsibility in the amount of damages caused to them by society. If several persons are liable, their liability to the society shall be joint and several.

3. disputes on invalidity of transactions in which there is interest and carried out in compliance with the requirements of this Act shall be resolved by the Court.
 
Section VI. Management bodies of joint-stock company Article 42. Management bodies of joint-stock company Guide (Office) public affairs carry out:-general meeting of shareholders is the supreme body of governance (management) the Affairs of the company;
-the Supervisory Board of the company;
-Board of Directors;
-Auditing Commission.
 
Article 43. The general meeting of shareholders 1. The supreme body of governance (management) joint stock company is the general meeting of shareholders. The society holds annual general shareholders ' meeting and extraordinary general meeting of shareholders.
2. The general meeting of shareholders may be held at the intramural, extramural and mixed forms: full-time envisages the adoption of a decision of the general meeting of shareholders by the personal participation of the shareholders and (or) their Plenipotentiaries;
correspondence form provides for the adoption of a decision by the shareholders on issues on the agenda of the method of polling and absentee voting;
mixed form provides shareholders (or their designee) the possibility of decision-making on the agenda through personal attendance at the general meeting or by participation in absentia voting.
The form and procedure of holding the general meeting of shareholders determines the Supervisory Board of the company in accordance with the Charter of the company.
3. Annual General meeting of shareholders is held only in the internal form. The company must hold an annual general meeting of shareholders within the time frame stipulated by the Charter, but not later than 3 months after the end of the financial year of the society.
At the annual general meeting of shareholders shall be elected by the Supervisory Board of the society, the internal audit Commission (internal auditor), approved an audit Organization (Auditor) are considered to be submitted to the Supervisory Board annual report and other matters relating to the competence of the general meeting of shareholders.
4. extraordinary meetings shall be convened by the Supervisory Board in the order specified by the Charter of a joint-stock company, on its own initiative, at the request of the Board of Directors, the internal audit Commission (internal auditor), as well as the shareholders possessing in aggregate not less than 10 percent of the vote. Right to participate in the stockholders meeting are made to the registry by the shareholders of the company not later than 60 days before the date of the general meeting.
 
Article 44. The competence of the general meeting of shareholders to the exclusive competence of the general shareholders ' meeting shall include:-amendments and additions to the Charter of a joint-stock company or the company's Charter in new edition;
-reorganization of the company;
-liquidation of the company, as well as the appointment of a liquidation Commission, approval of intermediate and final liquidation balance sheets;
-determination of headcount and terms of Office of the Supervisory Board of the company, the election of its members and early termination of their powers;
-the appointment of the Management Board of the company, the definition of its functions, the term and conditions of early termination if the Charter of a company addressing these issues not related to the competence of the Supervisory Council of the company;
-the transfer of powers to the executive body of the company commercial organization (managing organization) or an individual entrepreneur (Manager), contract with them;
-election of the members of the auditing Commission of the company, determining the duration of their terms, conditions and procedures for their early termination;
-approval of the auditor of the company;
-approval of the annual balance sheets, reports on financial results of the company's activities and the allocation of profits;
-approval of the procedure of holding the general meeting of shareholders;
-defining the shape information and order submission to shareholders, as well as the press to inform the shareholders;
-determination of the amount of shares;
-increase or decrease the size of the statutory fund of the company;
-action on the fragmentation and consolidation of shares;
-the decision to commit a big deal;
-the decision on the size of compensations and (or) compensation for costs associated with the performance of the functions of the members of the Supervisory Board, the executive body of the revision Commission, auditor;
-the acquisition and redemption of placed shares;
-participation in other organizations and associations;
-adoption of the organizational-administrative documents stipulated by the Charter of the company;
-transfer of authority pertaining to the competence of the general meeting of shareholders, Supervisory Board of the company;
-to resolve other issues stipulated by this law.
Questions related to the exclusive competence of the general meeting of shareholders may not be transferred to the Supervisory Board and the executive body of the company.
 
Article 45. The procedure for convening the general meeting of shareholders 1. Preparation to the general meeting of shareholders, the Board of the society that defines:-date, time and place of the general meeting of shareholders;
-Agenda;
-the form of holding the general meeting;
-the date of the list of shareholders entitled to participate in the general meeting of shareholders;
-order notice to shareholders of meetings;
-list of information (materials) provided to shareholders;
-form and text of ballot paper.

2. the proposals in the agenda of the general meeting of shareholders shall be amended by the Council, the executive body of the auditing Commission (Auditor), as well as the shareholders possessing in aggregate not less than 10 per cent of the shares (common and preferred), but not later than 45 days before the date of the general meeting.
Information about the general meeting of shareholders shall be made available to shareholders by sending written notice to them (if the number of shareholders no more than 50 persons) or publication in mass media not later than 30 days before the date of the meeting.
3. The announcement of holding the stockholders meeting shall contain the following information: date, time, and place of the meeting; on matters included in its agenda, and acquaint shareholders with materials on the agenda of the general meeting of shareholders. The Charter of a company may provide for other forms of notice to shareholders.
 
Article 46. The holding of the general meeting of shareholders 1. The right to vote at the general meeting of shareholders on the matters raised in the vote have shareholders-owners of common shares of the joint stock company and shareholders-owners of preferred shares-on the issues referred to in paragraph 2 of article 19 of this law.
At each general meeting of the shareholders present roster of shareholders and their shares, given the right to vote.
2. voting at the general shareholders ' meeting and the vote count is conducted according to the principle: "one simple action-one vote". The decision of the general meeting of shareholders on the question posed to the vote shall be taken by a simple majority of votes of shareholders attending the meeting, if the decision is taken by the present law or the company Charter is not set a higher ratio of shareholders ' votes. Voting can be conducted in an open or closed forms. Method of voting is determined by the Charter of the company or shareholders.
3. conduct of the general meeting and the decision making is defined by the company Charter, the decision of the Council of the society and approved by the general meeting of shareholders.
4. the General Assembly is entitled, if it involves shareholders possessing in aggregate not less than two-thirds of the voting shares. In the absence of the quorum, the meeting Chairman declared the new date of the general meeting of shareholders.
New meeting agenda remains the same and cannot be changed. The new general meeting of shareholders is entitled, if it involves shareholders possessing in aggregate not less than half of the voting rights. Post a new general meeting of shareholders shall be made in a form referred to in article 46 of this Act, not later than 10 days before the date of the vote.
5. the general meeting shall elect the Chairman and the Secretary of the Assembly, and for the vote and announcing its results-counting Commission. The counting Commission may not be members of the Council, members of the company's internal audit Commission (internal auditor), members of the Board, General Director (ceo), managing company or Manager, as well as those put forward by the candidates for these posts.   
 
Article 47. Voting procedure and decision by the general meeting of shareholders 1. The accounts Commission determines the presence of a quorum for the holding of general meetings, clarifies issues of realization of shareholders (or their representatives) of their voting rights at the meeting, voting on issues on the agenda of the meeting, provides the conditions and procedure for voting, counts the votes and sums up the results of the vote, is the voting results Protocol, transmits to the archive society ballots.
2. Voting at the general meeting is carried out using ballots. The form and text of ballots shall be approved by the Council of the society.
Voting paper must contain:-the full name of the joint-stock company;
-the date and time of the general meeting of shareholders;
-the wording of each question put to the vote;
-voting options for each question ("for", "against", "abstain");
-signature of the shareholder.
In the case of voting on the election of the members of the Board or Audit Committee (Auditor) of the ballot paper shall contain the particulars of the candidate (candidates) with indication of the surname, name, patronymic.
3. When counting of votes counted votes on issues where the shareholder voting on only one possible answer to the question contained in the bulletin. Ballot papers filled with violation of the above requirements, will be void and shall not be taken into account when summing up the results of the vote. If a voting paper contains several questions posed to the vote, non-compliance with the above requirements in respect of one or more issues does not entail recognition of the bulletin invalid as a whole.
According to voting results the returning Board composes on the outcome of the vote, signed by the members of the Commission. After drawing up a report on the outcome of the vote and the signing of the Protocol of general meeting of ballot papers shall be sealed by the returning Board and deposited in the archive.
4. Protocol on the results of the vote shall be attached to the Protocol of general meeting. The results of the vote shall be announced and approved by the general meeting of shareholders.

The minutes of the general meeting shall be drawn up in duplicate and signed by the Chairman and the Secretary of the meeting.
In the Protocol of general meeting of shareholders shall specify:-the place and time of the general meeting of shareholders;
-the total number of votes of shareholders-owners of voting shares;
-number of votes held by shareholders attending the meeting;
-Agenda for the meeting.
In the Protocol of general meeting of shareholders must contain basic provisions of statements, questions posed to the vote, the outcome of the vote, the decisions taken by the Assembly.
The outcome of the vote, as well as the decisions taken by the general meeting of shareholders, shall be communicated to the shareholders in accordance with the procedure and terms stipulated by the Charter of the company, but no later than 30 days from the date of adoption of these solutions.
 
Article 48. The Supervisory Board of joint stock company 1. The Supervisory Board (hereinafter referred to as the Council) shall be elected from among the shareholders or their representatives. Payment for work in the Council representative of the shareholder the shareholder itself implements.
2. the Council of the Society supervises the Board, gives permission for the conclusion of critical economic contracts, performs other functions provided for in the company Charter.
 
The members of the Council shall not have the right to act on behalf of the company.
 
Article 49. The competence of the Board 1. The exclusive competence of the society include the adoption of decisions on the following issues:-the identification of the priority directions of activity of the company;
-the convening of annual and extraordinary general meetings of shareholders of the company;
-development of proposals regarding the agenda of the general meeting of shareholders;
-determination of the date, time and place of the general meeting of shareholders;
-drawing up of the list of shareholders entitled to participate in the general meeting of shareholders, and consideration of other issues related to preparation and holding of general shareholders ' meetings and within the competence of the Council, in accordance with the provisions of this Act;
-increase of the statutory fund of the company by increasing the nominal value of shares or by placing additional shares society, if such a right is granted to the Council by the Charter of the company or by the decision of the general meeting of shareholders;
-placement of bonds and other securities, unless provided otherwise by the company Charter;
-determination of the market value of the property in accordance with the requirements of this Act;
-repurchase shares, bonds and other securities in cases envisaged by this law;
-the use of the contingency fund and other funds of the society in the manner prescribed by the company Charter or by the decision of the general meeting of shareholders;
-adoption of the organizational-administrative documents of the company, attributed the company's Charter to the competence of the Council;
-the creation of branches and opening of representative offices of the company;
-adoption of the decisions on the company's participation in the non-commercial organizations.
2. the competence of the Council of the company include the development and submission of proposals to the general meeting of shareholders on the following issues:-the reorganization of the company;
-non-use of shareholder's pre-emptive right to acquire shares or securities convertible into shares;
-forms and submission information (information) to the shareholders, including determining authority press, which will publish reports on the activities of the society;
-fragmentation and consolidation of shares;
-deals, decision-making pertaining to the competence of the general meeting of shareholders of the company;
-the acquisition and redemption of outstanding shares;
-participation in holding companies, financial and industrial groups and other unions of commercial organizations;
-establishment of a tabulation Commission;
-size of the payable to members of the auditing Commission (Auditor) of the company rewards and compensation related to the discharge of their functions, and the auditor's fee;
-the size of the annual dividend on shares and order of payment;
-to combine the functions of the Director-General, members of the company management board with posts in the governing bodies of other organizations;
-the conclusion of a Treaty on the transfer of powers to the Executive Body to the ruling organisation or the Manager, unless provided otherwise by the company Charter.
3. Matters referred to the exclusive competence of the society cannot be transferred to the executive body of the company.
Council of the Association may make a proposal for inclusion in the agenda of the general meeting of shareholders, to represent the interests of society in court.
 
Article 50. Election of the Board 1. The members of the Council are elected by the society's annual general meeting of shareholders. The strength of the Council of the society and the term of Office of its members shall be established by the company Charter.
The members of the Council of the society eligible in its composition. According to the decision of the general meeting of shareholders of any member of the Authority (all members) of the Board of the company may be terminated prematurely.
2. the members of the Board may not be members of the Executive Body (Board) and the Audit Commission.
 
Article 51. Chairman of the Board 1. Chairman of the Board shall be elected by the members of this Council by simple majority.
The Council of the society shall have the right to re-elect its President.
The President of the Council shall serve on or chair the executive body of the company.

2. the President of the Council of the Society organizes the work of the Council, convenes and presides at them, ensures the maintenance of the minutes of the meeting shall have the right to preside over the general meeting of shareholders.
In the absence of the President, to address the Council, its functions by one of the members of the society.
 
Article 52. Society Council meeting 1. Meeting of the Council of the society shall be convened on the initiative of its Chairperson, at the request of the members of the Council of the company, the internal audit Commission (internal auditor), auditor or executive body of the company, as well as other persons identified by the company Charter.
2. the procedure for the convening and conduct of meetings of the Board shall be determined by the Charter of the company or organizational-administrative documents of the company.
 
Article 53. Executive Body (bodies), joint-stock company 1. Manual (management) current activity of the company carries out its Executive collegiate (Board of Directors) or single (Chairman, ceo).
The Charter of a company manual (the Office), his current activities can be assigned to the Board of Directors (Board) and the Director (Chairman of the Board) at the same time.
2. If the Charter of a company guide its ongoing activities rests on Collegiate and sole executive bodies, the Charter of the company must be defined the competence of each of these bodies. While the person serving as the company's sole executive body, also serves as Chairman of the company's collective executive body, and is a member of it.
3. By decision of the general meeting of shareholders of the powers of the Executive Body may be transferred to the commercial Treaty Organization (managing organization) or an individual entrepreneur (Manager). Terms of the contract approved by the Council of the society, unless provided otherwise by the company Charter.
4. the competence of the executive body of the company include all issues of the current activity of the company, except those that belong to the competence of the general meeting of shareholders or the Board of the society. The general meeting of shareholders shall be entitled to refer to the competence of the executive body of the Board and the general meeting of shareholders.
5. rights and obligations of the company's sole executive body, members of the collegial executive body, the ruling organisation or the manager shall be determined by the present Law, the Charter of the company and the contract entered into by each of them with society.
Education of the executive bodies of the company and early termination of their powers is subject to a decision of the general meeting of shareholders, if the Charter of a company is not related to the competence of the Council of the society.
The Director represents the interests of society, transactions on behalf of the society, argues States, issues orders and giving instructions obligatory for execution by all employees of the company.
Combining the functions of the Director-General, members of the company management board with posts in the governing bodies of other organizations is permitted only with the consent of the Council of the society.
 
Article 54. Management Board 1. Joint-stock company collective executive body-the Management Board operates in accordance with this law, the Charter and internal documents of the company (regulation, rules or other document) approved by the general meeting of shareholders.
The Board is accountable to the general meeting of shareholders, the Board of the society, and organizes the execution of their decisions.
Members of the Board may be employees of the joint stock company (shareholders and persons with no interest), as well as persons who are not in an employment relationship with the company.
Chairman of the Board (the Director) shall convene and chair the meeting of the Board, provides maintenance protocol meetings, signs the minutes of meetings of the Board and all documents on behalf of the company.
2. the Management Board shall submit the reports to the Council of the society on the following issues: 1) at least once a year-about a proposed policy and other key issues for the future conduct of affairs;
2) when discussing the Council of annual balance-about the profitability of joint-stock company, in particular the profitability of equity capital;
3) at least once per quarter on the progress of cases, in particular on trafficking and on the status of the joint stock company;
4) pending the conclusion of agreements on transactions that may be important to the profitability of the company.
In addition, the obligation of the Management Board are obliged to inform the President of the Council of the society on other important issues of society.
3. the Council may at any time require from the Board report on the Affairs of the company, its legal and business relationships with related parties, as well as on the Affairs of these companies that may have a significant impact on the company.
4. the procedure and the remuneration for the work of the Board members shall be determined by the Council of the society. Labor relations that are installed between the company and members of the Board shall not contradict the law on labour relations of Turkmenistan.

Board members are accountable to society for its performance. They should not distribute information constituting an industrial and trade secrets and, in the event of a breach or improper execution of their duties, to reimburse the joint-stock company damages in this regard.
5. the general meeting of shareholders or the Board of the society, unless the Charter of the company attributed this to its competence, may revoke the appointment of a member of the management board or the Chairman of the Board in cases of gross violation of their duties, inability to proper case management or loss of confidence, the general meeting of shareholders or the Board of the society.
 
Article 55. The internal audit Commission (internal auditor) 1. The internal audit Commission (internal auditor) exercises control over financial and economic activity of the joint-stock company.
The number of members of the Audit Commission, the procedure for the election of its members and the Chairman of the Commission of audit of the general meeting of shareholders shall be determined by the Charter of the company. Members of the auditing Commission (Inspector) may not be members of the Board of the company or the company's Board.
2. Modus operandi and functions of the Audit Commission is determined by the organizational-administrative documents of the company, approved by the general meeting of shareholders.
3. Verification of financial-economic activities carried out by the Audit Commission (internal auditor), on behalf of the general meeting of shareholders, the Board, on its own initiative or at the request of the shareholders (shareholder) who own in aggregate not less than 10 per cent of the shares.
At the request of the revision Commission (internal auditor) of the company officials are obliged to provide all necessary materials about financial and economic activity of the company and personal explanations.
4. The internal audit Commission (internal auditor) obliged to require the convening of an extraordinary general meeting of shareholders, if the interests of society are violated.
The competence of the internal audit Commission (internal auditor) on matters not covered by this law shall be determined by the company Charter.
 
Article 56. Joint-stock company auditor general meeting of shareholders approves the auditor of the company with which the company shall enter into a contract. Amount of payment for his services is determined by the society.
Auditor (individual or audit organization) conducts independent validation productions accounting and maintenance of financial statements of the company and their compliance with the requirements of the legislation of Turkmenistan, is reporting on the validity, completeness and accuracy of the society assets, liabilities, equity and financial results in the year under review, the Board of the society and the general meeting of shareholders.
 
Article 57. Officials of the joint stock company joint stock company officials are members of the Board and the members of the Audit Commission. The procedure of appointment and dismissal of officials as well as citizens who may not be appointed as officials determined by this law and other normative legal acts of Turkmenistan and the Charter of the company.
Company officials carry out their functions in the public interest. If an official society has a financial interest in the transaction, which encloses the society, it is obliged to:-inform in writing the Board of Directors and the Board of the company;
-get written permission to do a transaction, respectively from the Board and the Council of the society.
3. financial interest of an official society takes place: a) when the officer is the owner or lender has an employment relationship with the legal or physical person, who are the main suppliers of goods and services to society or the main buyers of goods or recipients of services, respectively, produced or provided by the company;
b) where a person is the owner or lender has an employment relationship with a person or entity that is fully or partially formed from the assets of the company or has the right to receive income from the disposition of property of the company;
in) in other cases, stipulated by the Charter of the company.
Company officials should not use or allow the use of property and property rights society for purposes other than provided for in the company Charter, its General Assembly or the Council of the society.
4. the officers of the society during the period of its activities should refrain from setting or participate in any form in activities of competition society, except when such competition was expressly authorized in writing (Protocol of general meeting of shareholders, Board meeting minutes and other documents) by a majority of the Council members concerned or disinterested shareholders representing more than half of the statutory fund of the company.
5. In the case of compulsory liquidation company officials bear property liability to creditors for the obligations of the company:-if they fail to fulfil their obligations;
-If they are guilty of gross negligence in the performance of their obligations;
-If you have not taken comprehensive measures to prevent the forced liquidation of the company.
Official society is not liable if he proves that it has taken reasonable steps to prevent the forced liquidation, even if his actions have not achieved the result.

6. If the annual report, balance sheet and financial report or interim financial statements on the company's activities distort the actual financial situation of the society, officials of the company, and (or) udostoverivšie listed documents bear subsidiary liability before the third parties to whom this resulted in material damage.
 
Section VII. Accounting and reporting of joint-stock company Article 58. Accounting and financial reporting of joint-stock company 1. Joint-stock company is obliged to maintain accounting records and submit financial statements in accordance with the legislation of Turkmenistan in the area of accounting and financial reporting, this law and other normative legal acts of Turkmenistan.
2. the responsibility for the Organization, condition and reliability of the accounting society, the timely submission of the annual report and other financial reporting to the relevant authorities, as well as information about the society's activities, to be submitted to the shareholders, creditors and in the media, are the responsibility of the executive body of the company in accordance with this law and other normative legal acts of Turkmenistan and the Charter of the company.
3. Annual report of the company is subject to prior approval by the Council of the society no later than 30 days before the date of the annual general meeting of shareholders.
 
Article 59. Storage of documents of the joint stock company 1. Joint-stock company is obliged to keep the following documents:-duly registered decision on the establishment of the company, Charter, amendments and additions to the articles of Association, certificate on State registration of the company;
-documents confirming the company's right to the property on its balance sheet;
-internal documents of the company, approved by the general meeting of shareholders and other bodies of the company;
-regulations on the branch or representative office of the company;
-annual financial report;
-prospectus society;
-accounting documents;
-established by the legislation of Turkmenistan financial reporting documents submitted to the relevant authorities;
protocols of general meetings of shareholders, the societies Council meetings, internal audit Commission (internal auditor) and the company's collective executive body (Board);
-lists of affiliated persons of the company with an indication of the number and type of shares belonging to them;
-opinion of the internal audit Commission (internal auditor), Auditor, State bodies of financial control;
-other documents provided by the present law, the Charter and internal organizational and administrative regulations, decisions of the general meeting of shareholders, Board, Management Board, as well as documents stipulated by normative legal acts of Turkmenistan.
2. the company keeps the above documents at the location of its executive body.
 
Article 60. Mandatory publication of joint-stock company information on its activities 1. Joint-stock company is obliged to publish accessible to all shareholders of the company the media the following data:-the annual report of the company;
-balance sheet;
-financial report;
-prospectus of shares in cases stipulated by this law and other normative legal acts of Turkmenistan;
-the announcement of holding the stockholders meeting;
-lists of affiliated persons of the company with an indication of the number and type of shares belonging to them;
-other information defined by the normative legal acts of Turkmenistan.
2. In the case of public bonds closed joint-stock company is obliged to publish information about it in the manner prescribed by normative legal acts of Turkmenistan.
 
Section VIII. Joint-stock company reorganization Article 61. Reorganization of joint-stock company 1. Joint-stock company reorganization (merger, accession, Division, separation and transformation) are carried out in accordance with this law and other normative legal acts of Turkmenistan.
Society is considered reorganized from the moment of State registration of the newly arising legal persons and receive their certificate issued by the holder of the unified State Register.
2. All kinds of reorganization of the company (except for the transformation of the organizational-legal form of society, not osuŝestvlâvŝego and not conducting public offering of its securities) shall be made not earlier than two months after its publication in the Official Gazette notice. Lenders may within 3 months from the date of notification of an upcoming reorganization of society claim to society of premature termination or execution of the respective obligations and compensation for them.
3. If the Division balance sheet makes it impossible to determine the successor of the reorganized society, the newly arising legal persons are jointly and severally liable for the obligations of a reorganized company before its creditors.
With the reorganization of the company are not allowed to exchange its shares for other property or property rights, in addition to shares of the company being established as a result of the reorganization.
 
Article 62. Fusion (joining) of joint-stock companies
 

1. Fusion (joining) of joint-stock companies is carried out by combining their assets and consolidating their balance sheets with a subsequent replacement shares of companies involved in merging (combining), shares of the newly created-when merging or continues to exist-upon accession.
With the reorganization of the company by joining another company the first of these is considered reorganized from the moment of entering into the unified State registry of cessation of activity bound society.
2. the company created by the merger, is the legal successor to all rights and obligations of the societies that have merged.
The merger is carried out on the basis of the Merger Treaty, concluded between societies that have merged. The merger agreement is the agreement on the establishment of the company, established as a result of the merger, and it must meet all the requirements of the Treaty on the establishment of the company stipulated in this Act. In addition, the merger agreement must contain also the procedure for the exchange of shares of the company involved in the merger, the shares created in society.
3. Draft agreement on the merger, approved by the boards of all societies involved in the merger, for consideration by the General meetings of shareholders and should be adopted by each of them individually by the majority not less than two-thirds of votes from the total number of votes of the shareholders of the company. At the General meetings of shareholders, the societies involved in the merger, it is also alleged the transfer balance property.
4. adoption of the Charter and the election of the Council of the society shall be held re-emerging at the joint general meeting of shareholders, the societies involved in the merger. Order of voting on the joint general meeting of shareholders shall be determined by agreement of the merger.
5. Each shareholder of the company involved in the merger, not voting for the merger and not giving his consent in any other manner provided for by the Charter of the society, has the right to demand from society, created by the merger, acquisition of shares belonging to him to him at cost, for which the joint stock company acquires its own shares or bonds to repay ahead of schedule.
Shareholders do not have this right, if at the time of conclusion of the contract to merge their shares were quoted on the organized securities market.
Claims arising from a specified law, may be brought before the expiration of a period of three months from the date of registration of the company created by the merger. In case of refusal of the society from satisfying such requirements, persons possessing specified right may appeal the denial in court.
6. the accession of one or more companies to another company is carried out in the manner prescribed by this article to merge.
Joining can be undertaken and by increasing the authorized Fund of the society, which continues to exist after accession. This can be issued additional shares in Exchange for shares held by shareholders of merging companies. Conditions involving the exchange of additional shares issued on the shares held by the shareholders of the combining of societies, are determined by the general meeting of shareholders of all societies simultaneously with decisions regarding reorganisation. These decisions shall be taken by a majority of not less than two-thirds of votes from the total number of votes of the shareholders of each society.
The procedure is allowed only in the case where all participating societies shares traded on the organized securities market.
7. Termination of the activities of the societies involved in the merger shall be made on the basis of agreement on merger (the constitutive treaty on the formation of a new society).
Notice of reorganization, which continues to exist after the accession, and termination of activity of combining companies with the application of the Treaty of accession or prospectus (in the case of additional issuance of shares) within seven days from the date of signing the contract or registration of prospectus subject to registration in the unified State register in the manner prescribed by the legislation of Turkmenistan.
 
Article 63. Division of joint-stock company 1. Division of joint-stock company is carried out through the establishment of joint-stock company on the basis of one of two or more separate companies with separation payments and property. Activities of the society reorganized it would stop.
The Council of the society, in the form of a reorganized Division, introduced the general shareholders ' meeting the question of the reorganization of the company, the terms and conditions of this reorganization, the creation of societies and the procedure for conversion of shares of the reorganized society in shares and bonds created by societies.
The general meeting of shareholders in the form of a reorganized Division of society accepts the decision about reorganization, the creation of new societies and the procedure for conversion of shares of the reorganized society in stocks created by societies.
2. the rights granted to a shareholder of the reorganized society through an exchange of shares owned by the newly created societies cannot be reduced or limited in comparison with the rights granted to it by the Charter of the reorganized society.
3. the general meeting of shareholders of each newly created society decides on the approval of its Charter and the election of the Council of the society.

When you split a society all its rights and responsibilities are transferred to two or more newly created societies in accordance with the separation balance sheet.  Termination of the activities of the reorganized society and the creation of new societies is subject to registration in the unified State register in the manner prescribed by the legislation of Turkmenistan.
 
Article 64. The selection of a joint-stock company 1. Reorganization of the company through the allocation of servers by creating one or more new companies with the transfer of the rights and duties of the reorganized society without termination of the activities of the latter.
2. the Council, in the form of a reorganized society selection, introduced the general shareholders ' meeting the question of the reorganization of the company, the procedure and conditions for the selection, establishment of new company (companies), the possibility of conversion of shares of the reorganized society shares allotted society and order such conversion, approving the separation balance sheet.
3. When you select from among the members of one or more companies each of them passes part of the rights and obligations of the reorganized in the form of the allocation of the company in accordance with the separation balance sheet.
 
Article 65. The transformation of joint-stock company 1. Joint-stock company may be transformed into another legal form according to the decision of the general meeting of shareholders after the fulfilment of all obligations of the society. Activities of the company during this ceased.
2. When converting the organizational-legal form statutory fund share sizes society society belonging to each of its shareholders, cannot be changed.
3. participants generated new business at their joint meeting take a decision on the approval of its constituent documents and election (appointment) of the management bodies in accordance with the legislation of Turkmenistan.
With the transformation of society to a newly created company assumes all the rights and duties of the reorganized company in accordance with the transfer document. Termination of the activities of the society and the creation of new enterprises is subject to registration in the unified State Register.
 
Article 66. The absorption of the joint stock company 1. The absorption of the joint-stock company is carried out by more than 50 per cent of its buyback of shares of other joint stock company-buyer.
Trapped society can maintain an independent status, provided that the size of its statutory Fund complies with the requirements of this Act.
In the case of buying 100 percent of the shares owned by the sequestered society, most losing autonomy and its balance is consolidated with the balance of the company-customer.
2. the Council of the society submits for consideration of the general meeting of shareholders of each company (buyer and seller of shares shares) questions about the reorganization of the company in the form of acquisitions, approval of the contract of sale of shares, the approval of the corresponding deed of transfer, conversion of shares in the company-seller in the company's shares-buyer of the shares. General meeting of the shareholders of each of the two societies takes a decision on the number and conditions of sale of shares, changes and additions to the Charter of the company.
If a decision is made on the sale of 100 percent of the shares of society-seller (conducted) ceases its activities.
3. the company-seller of shares not later than 30 days from the date of adoption of the decision on reorganization in the form of acquisitions shall notify its creditors writing about it. The lender has the right to demand from the society early termination or fulfillment of obligations and damages society by written notification not later than 30 days from the date of receipt of the notification on the reorganization of society.
The society, which implemented its 100 per cent of the shares, sequestered and recognized to have ceased its activity from the moment of making the appropriate entry in the unified State Register.
 
Section IX. Elimination of joint-stock company Article 67. Elimination of joint-stock company 1. Joint-stock company may be liquidated:-in connection with the expiration of the company's activity set out in the Charter;
-by decision of the general meeting of shareholders;
-by decision of the judicial authorities in cases stipulated by the legislation of Turkmenistan.
2. In the case of a voluntary liquidation of the company, the general meeting of shareholders appointed liquidation Commission to which transferred authority to manage the society.
In cases of liquidation of the company by a decision of the judiciary, including in the case of appreciation society bankrupt, liquidation Commission (liquidators) may be appointed by the Court.
In the case where one of the shareholders of the company is the State in the composition of the liquidation Commission included his representative.
3. About the impending liquidation and on the timing of the statement of claims by creditors, the liquidation Commission (judicial bodies or their designates) publish a notice in the Official Gazette. Famous society creditors should be notified personally.
In case if the decision on the liquidation of the company made its founders until the issue of its shares, liquidation the company may be made without public notice. In this case, the founders actually returned their contributions after deducting the costs incurred in connection with the establishment of the society, reimbursed in order to be determined by the General Assembly of founders.

4. notice of the liquidation of the company shall be sent to the registering body within a week from the date of approval by the general meeting of shareholders (in the case of voluntary liquidation) or a court liquidation Commission report and liquidation balance.
Society is considered liquidated from the moment of making the appropriate entry in the unified State Register.
 
Article 68. The procedure for liquidation of joint-stock company 1. The liquidation Commission shall act on behalf of the company and shall exercise the powers provided for in its statute for the Council and executive body of the company.
The liquidation Commission evaluates the assets of the company, identifies its obligations and are calculated according to him, is liquidation balance sheet and submit it for approval to the general meeting of shareholders.
The liquidation Commission shall be entitled to new transactions only insofar as this is necessary for the completion of the current affairs society and settlements with creditors.
If cash available to the company being liquidated are insufficient for satisfaction of the claims of creditors, the liquidation Commission is selling other property at public auction in accordance with the procedure established for the execution of judicial decisions.
2. the liquidation Commission publishes in the press communication about the Elimination of joint-stock company, the manner and timing of the claims of his creditors. The deadline for the submission of claims by creditors should not be less than 2 months from the date of publication of the communication on the elimination.
Payments to creditors of the company amounts are produced by the liquidation Commission in the order established by the legislation of Turkmenistan.
3. the funds of the society remaining after payments on wages and social insurance budget commitments and other creditors, are distributed between the shareholders on the salvage value in the order established by this law and the Charter of the company. Salvage value is the value realizable property of the liquidated enterprises in real prices paid per share.
If those funds sufficient to pay all shareholders the nominal value of the securities owned by them, they are distributed among the shareholders in proportion to the par value of the shares belonging to them.
Otherwise, the right of priority:-the owners of the bonds;
-the owners of the preferred shares;
-the owners of ordinary shares.
Distribution of assets of each queue is done after a full calculation with a previous queue. If the existing company's assets are insufficient to pay the accrued but unpaid preferred share dividends, owners and Charter of the company liquidation value, the property is divided between them in proportion to the number of shares belonging to them.
4. Liquidation of the company shall be completed, and the company terminated its activities since its exclusion from the unified State Register.
The liquidation Commission shall bear property liability for damage caused by its society, its members, as well as to third parties, in accordance with the legislation of Turkmenistan.
 
Section x. final provisions Article 69. Transitional provisions 1. Joint-stock companies created before the enactment of this law, shall be obliged within one year from the date of entry into force of this Act to amend their charters.
2. All changes and additions made to the founding document of the society, the adoption of the new Statute of the society in accordance with this law shall be entered in the unified State Register.
 
President of Turkmenistan Saparmurat Turkmenbashi mountains. Ashgabat November 23, 1999, no. 400-I
 

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