LAW OF THE REPUBLIC OF TAJIKISTAN

ON LIMITED LIABILITY COMPANIES

CHAPTER 1. GENERAL PROVISIONS

CHAPTER 2. FOUNDATION OF LIMITED LIABLITY COMPANY

CHAPTER 3.AUTHORIZED CAPITAL OF A COMPANY

CHAPTER 4. PROPERTY OF A COMPANY

CHAPTER 5. COMPANY MANAGEMENT

CHAPTER 6. REORGANIZATION AND LIQUIDATION OF LLC

CHAPTER 1. GENERAL PROVISIONS

Article 1.Relations regulated by this Law

1. This Law determines a legal status of Limited Liability Company, rights and

obligations of his participants, procedure on creation, reorganization and liquidation of the

company.

2. Features of a legal status, procedure of creation, reorganization and liquidation of

a Limited Liability Company in spheres of banking, insurance, and investment and foreign

exchange activities shall be determined by the laws of the Republic of Tajikistan.

Article 2. Concept of a Limited Liability Company

1. A Limited Liability Company (hereinafter referred to as a company) shall be

recognized as an economic society founded by one or several persons, authorized capital of

which is divided into shares for the amounts to be determined by constituent documents.

Participants of a company shall not be liable for its liabilities and shall not bear risk of losses

connected to activities of a company within the cost of contributions made by them.

The participants of a company who has made contributions to authorized capital of a

company shall bear partially the joint liability according to its liabilities within cost of

unpaid part of contribution of each of participants of a company.

2. A company has a separate property registered on its independent balance, it can

purchase and perform on its own behalf property and personal non-property rights,

perform obligations, to be a claimant and respondent in courts.

3. A company is a legal entity and shall have the right to open bank accounts in

accordance with the established procedure in the territory of the Republic of Tajikistan and

outside the country.

Article 3. Company name

A company shall have a full official name and has the right to have the abbreviated

company name in the official language.The full name of a company in the official language shall contain the full name of a

company and phrase "limited liability". The abbreviated name of a company shall contain

full or abbreviated name of a company and word "limited liability" or abbreviation "LTD".

The company name shall not contain other terms and abbreviations reflecting its

form of business, including borrowed words of foreign languages if other is not provided

by the laws and other statutory acts of the Republic of Tajikistan.

Article 4. Location of a company and its address

1. The location of a company shall be determined by the place of its state registration.

Constituent documents of a company can establish that the location of a company is a place

of permanent location of its governance bodies or a main place of its activities.

2. A company shall have a postal address by which it can be in communication. A

company shall notify bodies performing a state registration of legal entities on change of its

postal address.

3. A company shall have a round seal containing its full company name in the official

language. The seal of a company can contain also a company name in any foreign language.

A company has the right to have stamps and forms with a company name, own

emblem and also registered in accordance with the established procedure trademark and

other means of identification.

Article 5. Legal capacity of a company

1.

A company is a commercial institution, which has civil rights and performs

duties connected with its activity necessary for implementation of any types of activities,

which are not forbidden by the legislation of the Republic of Tajikistan.

2.

A company can be engaged in separate types of activities only on the basis of

license provided by the legislation of the Republic of Tajikistan. If terms of issuing of

permission (license) for performance of certain type activities provide such activity as

exclusive, a company shall have the right to carry out only the types of activity provided by

the license within the period of validity of a license and accompanying type of activity.

Article 6. Branches and representatives of a company

1. A company can create branches and open representatives according to the decision

of General meeting of shareholders of a company, approved by not less than two thirds of

votes of total number of shareholders of the company.

Creation by a company of branches and opening of representatives in the territory of

the Republic of Tajikistan shall be carried out with observance of requirements of the

present Law and other laws of the Republic of Tajikistan and according to the legislation of

the foreign state where branches or representatives are established for those outside of the

Republic of Tajikistan if other is not provided by the international agreements of the

Republic of Tajikistan.

2. A branch of a company is its isolated division located out of a site of a company

and carrying out all its functions (its part) including functions of representatives.

3. Representatives of a company are its isolated divisions, located out of company

site, representing interests of a company and carrying out its protection.4. A branch and representatives of a company are not legal entities and shall operate

on the basis of regulations approved by a company. Branches and representatives are

allocated with property of a company, which has created them.

Heads of branches and representatives shall be appointed by a company and act on

the basis of its power of attorney.

Branches and representatives shall carry out an activity on behalf of a company,

which have created them. A company shall bear responsibility for activity of branches and

representatives created by it.

Article 7. Affiliated and dependent companies

1. A company can have affiliated and dependent economic societies with rights of

legal entity established in the territory of the Republic of Tajikistan in conformity with

present law and other laws of the Republic of Tajikistan and outside of the Republic of

Tajikistan according to the legislation of foreign state in which territory an affiliated or

dependent economic society is established if other is not provided by the international

contracts of the Republic of Tajikistan.

2. A company shall be deemed as affiliated if other (main) economic society owing to

prevailing share in its authorized capital or in conformity with contract concluded between

them or otherwise has an opportunity to define decisions approved by such company.

3. An affiliated company shall not be answerable for debts of a parent company.

A parent company, which has the right to give mandatory instructions to affiliated

company for it shall be responsible jointly with affiliated company for transactions effected

by latter to execute such instructions.

In case of an inconsistency (bankruptcy) of an affiliated company due to the fault of

main parent company the latter has a subsidiary responsibility if a property of affiliated

company is insufficient to pay its debts.

Shareholders of an affiliated company have the right to demand compensation from

parent company for losses suffered to an affiliated company due to his fault.

4. A company shall be deemed as dependent if other (prevailing) economic society

has more than twenty percent of authorized capital of the first company.

A company, which has more than twenty percent of voting shares of joint-stock

company or more than twenty percent of authorized capital of other limited liability

company, shall be obliged to publish immediately an information about it in press printed

media publishing information about state registration of legal entities.

Article 8. Shareholders of a company

1. Citizens and legal entities can be shareholders of a company.

It can be forbidden or limited by the legislation of the Republic of Tajikistan the

participation of some categories of citizens in companies.

2. The government authorities and local authorities shall have no right to act as

shareholders of a company if other is not established by the legislation of the Republic of

Tajikistan.

A company can be founded by one person who becomes its only shareholder. A

company can become subsequently a company with one shareholder.A company cannot have other company as its only shareholder consisting of one person.

2. The number of shareholders of a company shall not be more than thirty.

In the case if the number of shareholders of a company will exceed a limit set in the

present paragraph, a company within a year shall be transformed into open joint-stock

company or in production co-operative. If a company is not transformed within set term

and number of shareholders of a company does not decrease to a limit set in the present

paragraph it shall be subject to liquidation through courts on request of authorities carrying

out state registration of legal entities or other government authorities or local authorities

which are entitled to impose such requirement in accordance with the law.

Article 9. Rights of shareholders of a company

1. Shareholders of a company shall have the right:

- to participate in administration of affairs in order established by the present law and

constituent documents of a company;

-to receive information on activity of a company and to get acquainted with its

account books and other documentation in accordance with procedure established

by its constituent documents;

-to participate in distribution of income;

-to sell or otherwise assign its share or its part in the authorized capital of a company

to one or more shareholders of a company in accordance with procedure established

by the Law and by charter of a company;

-to secede from a company in any time irrespectively from consent of other its

shareholders;

-to obtain part of property left after settlement of debts of lenders or its cost while

liquidation of a company;

Shareholders of a company shall have also other rights envisaged in the Law;

2. In addition to rights envisaged in the Law the Charter of a company can stipulate

other rights (additional rights) of shareholder (shareholders) of a company. The given rights

can be stipulated by the charter of a company or be provided to shareholder (s) of a

company by the decision of General meeting of shareholders approved by all shareholders

of a company unanimously.

The additional titles granted to certain shareholder of a company in case of

assignment of his share (part of share) shall not be transferred to transferee (part of share).

Termination or limitation of additional rights provided to all shareholders shall be

made by the decision of General meeting of shareholders of a company approved by not

less than two thirds of total votes of shareholders of a company provided that if a

shareholder of company who has such additional rights, votes for approval of such decision

or gives his written consent.

A shareholder of a company who has additional rights may refuse an execution of

his additional rights by forwarding a written notification to a company. The additional

rights of shareholder of a company shall be terminated from the moment of receiving of

written notification by a company.

Article 10. Responsibilities of shareholders of a company1. Shareholders of a company shall be obliged:

-to make contribution in the procedure, amount, composition and terms established

by the Law and constituent documents of a company;

-do not disclose confidential information on activity of a company.

Shareholders of a company shall have other responsibilities stipulated by the Law.

2.

In addition to responsibilities stipulated by the Law, charter of a company

may stipulate other responsibilities (additional duties) of shareholder (s) of a company not

contradicting with standards of the Law. The mentioned duties may be stipulated by the

charter of a company or imposed on all shareholders of a company by the decision of

General meeting of shareholders of a company approved by all shareholders of a company

unanimously. The additional responsibilities shall be imposed on certain shareholder of a

company by the decision of General meeting of shareholders of a company approved by not

less than two thirds of votes of total votes of shareholders of a company provided that if

shareholder of a company who have been imposed such responsibilities votes for approval

of this decision or gives his written consent.

Additional responsibilities imposed on certain shareholder of a company in case of

assignment of his share (part of share) shall not be transferred to transferee of share (part of

share).

Additional responsibilities may be interrupted by the decision of the General

meeting of shareholders approved by all shareholders unanimously.

Article 11. Exclusion of shareholder from a company

Shareholders of a company, which aggregate shares makes not less than ten

percentage of authorized capital of a company shall have the right to require an exclusion of

a shareholder who allowed a gross neglect of his duties or making impossible or difficult an

activity of a company through his actions (inaction).

Article 12. Responsibilities of a company

A company shall bear responsibility on its liabilities by all its owned property.

A company shall not be responsible for liabilities of its shareholders.

In case of bankruptcy of a company due to fault of its shareholders or due to fault of

other persons, which have the right to give mandatory instructions to a company or

otherwise have an opportunity to define its actions, such shareholders or other persons can

be imposed by subsidiary responsibility on its liabilities.

CHAPTER 2. FOUNDATION OF A COMPANY

Article 13. Procedure of foundation of a company

1.

Founders of a company shall conclude foundation agreement and approve the

charter of a company. The foundation agreement and charter of a company shall be

constituent documents of a company.If a company is founded by one person, a charter approved by this person shall be

constituent document of a company. In case of increasing number of shareholders of a

company up to two or more persons, a constituent agreement shall be concluded between

them.

The features of foundation of a company with share of foreign investors shall be

determined by the Law of the Republic of Tajikistan “On investments” (Law No.656

dd.29.12.10).

Founders of a company shall elect (appoint) executive bodies of a company and also,

in case of transfer of non-monetary contributions to authorized capital of company, they

shall approve their monetary assessment.

The decision on approval of charter of a company and also decision of approval of

monetary assessment of contributions made by founders of a company shall be made by

founders unanimously.

2.

Founders of company shall bear joint and several responsibilities on liabilities

related to foundation of a company and arisen before its registration. A company shall be

responsible on liabilities of founders of a company connected to its foundation only in case

of subsequent approval of their actions by the General meeting of shareholders of a

company.

Article 14. Constituent documents of a company

1. It shall be stated in the constituent agreement the founders undertake to establish a

company and define procedure of joint activity on its foundation. A constituent agreement

also defines a structure of founders (shareholders) of company, amount of authorized

capital and amount of share of each founder (shareholder) of a company, amount and

composition of deposits, procedure and terms of their paying up to authorized capital of a

company upon its foundation, responsibilities of founders (shareholders) of a company for

violation of obligation on making contributions, conditions and procedure of distribution of

profit among shareholders of a company, bodies of a company and procedure of

withdrawal of shareholders from a company.

2. Charter of a company shall contain:

- full and abbreviated company's name;

- information on location of a company;

- information on structure and competence of bodies of a company, including issues

of exclusive competence of General meeting of shareholders of a company on procedure of

decision-making bodies of company including issues, decisions on which are taken

unanimously or by a qualified majority of votes;

- information on amount of authorized capital of a company;,

- information on amount and nominal value of share of each participant

of a company;

- rights and obligations of shareholders of a company;

- information on procedure and consequences of withdrawal of a shareholder from a

company;

- information on procedure of assignment of a share (part thereof) in the authorized

capital to other person;- information on procedure of storage of documents of company and procedure of

information disclosure by company to shareholders of a company and to others;

- information on branches and representative offices of a company.

The charter of a company may also contain other provisions not contradicting with

acting law and other laws of the Republic of Tajikistan.

3.

A company shall be obliged at request of shareholders of a company, an

auditor or any interested person, to give them the opportunity to be familiarized with

constituent documents of a company including amendments.

4.

Changes in constituent documents of a company shall be made by decision of

General meeting of shareholders.

Changes made to constituent documents of a company, information on which are

contained in the Unified state register of legal entities and

individual entrepreneurs shall become effective for third parties after

changes made in the register. (Law No.656 dd. 29.12.10)

5. In the case of discrepancies between provisions of a Foundation agreement and

provisions of charter, the latter prevails for third parties and shareholders of a company.

Article 15. State registration of a company

1. A company shall be subject to state registration in accordance with the Law of the

Republic of Tajikistan «On state registration of legal entities and individual entrepreneurs».

(Law No.656 dd.29.12.10).

2. A company shall be established as a legal entity from the moment of its state

registration.

3. A company shall be founded without limitation of a period unless otherwise

established by its charter.

CHAPTER 3. AUTHORIZED CAPITAL OF A COMPANY

Article 16.Authorized capital of a company

1.

Authorized capital of a company shall consist of contributions of its

shareholders.

2.

The amount of authorized capital of a company shall not be less than five

hundred somoni (Law No.429 dd.6.10.08).

The amount of authorized capital and nominal cost of shares of shareholders shall be

denominated in national currency of the Republic of Tajikistan.

An authorized capital of a company shall define minimum amount of its property

guaranteeing interests of its lenders.

2. The amount of a share of shareholder of a company in the authorized capital shall

comply with nominal value of his share and authorized capital of a company.

Real cost of share of shareholder of a company shall comply with part of cost of its

net assets in proportion to his share.

3. Maximum amount of share of a shareholder may be limited by a charter of a

company. The charter of a company can prohibit the opportunity to change proportion of

shares of shareholders of a company.Such limits can not be established in regard to some shareholders of a company. The

given provisions can be envisaged by charter of a company at its foundation and also be

included to charter of a company, amended and removed from its charter by decision of

General meeting of shareholders of a company approved by all its shareholders

unanimously.

Article 17. Contributions to authorized capital of a company

1.

Contributions to be made to authorized capital of a company may be money

funds, securities, other property or titles or other rights having monetary valuation

2. A monetary valuation of in-kind contributions to authorized capital of a company

made by shareholders and accepted by a company from third parties shall be confirmed by

decision of General meeting of shareholders of a company approved by all shareholders

unanimously.

If a nominal value of (increase of nominal value) of share of shareholder in the

authorized capital of company is paid by in-kind contribution, such contribution shall be

valuated by independent expert. A nominal value (increase of nominal value) of share of

shareholder of a company to be paid in such manner can not exceed an amount of monetary

valuation of given contribution defined by independent expert.

At making non-monetary contributions to authorized capital of company,

shareholders of company and independent expert shall bear a joint subsidiary liability for

its obligations in the amount of overestimate of value of non-monetary contributions within

three years from the moment of state registration of company or from corresponding

amendments made to the charter of company, in case of insufficiency of property of

company.

The charter of a company may establish types of property which can not be a

contribution to the charter capital of company.

3.

In case of termination of right to use property till expiration of period for

which the property was handed over to company as a contribution to the capital, a

shareholder of company, placing the property, shall provide to company by its request a

monetary reimbursement equal to fee due for use of such property on such conditions for

remained term of use. Reimbursement in cash shall be provided as a lump sum for the

period from the moment of presentation by a company of requirements on its provision, if a

decision of General meeting of shareholders of a company has not established a different

procedure for providing reimbursement. Such decision shall be made by General meeting

of shareholders of a company without taking into account the votes of shareholder of a

company given a title to use a property as a contribution to the authorized capital of

company, which was terminated prematurely.

4.

A property handed over to a company for use as contribution to authorized

capital by excluded or succeeded shareholder of a company shall be remained at its

disposal for the term on which it was handed over if otherwise is not envisaged by

constituent agreement.

Article 18. Procedure on making contribution to authorized capital during its

foundation1.

Each founder of a company should fully make contribution to the

authorized capital of company within the term defined by constituent

agreement, which cannot exceed one year from the moment of state

registration of a company. The value of contribution of each founder of a company should

not be less than par value of its shares.

It shall not be allowed to release a founder of a company from obligation to make

contribution to authorized capital of a company including by way of his claims setoff to

company.

2.

The authorized capital of company must be fully paid by its shareholders

within one year from the date of its state registration. (Law No.656 dd.29.12.10).

Article 19. Increase of authorized capital of a company

1.

An increase of authorized capital of a company shall be permitted only after

its full payment.

2. An increase of authorized capital of a company may be carried out:

a) at the expense of property of a company;

b) at the expense of additional contributions of shareholders;

c) at the expense of contributions made by third parties received by a company.

Article 20. Increase of authorized capital for the account of its property

1. An increase of authorized capital of a company for the account of its property shall

be made by decision of General meeting of shareholders approved by not less than two

thirds of votes of total number of votes of shareholders if greater number of votes for

decision making is not envisaged in the charter of a company.

2. The amount of increase of authorized capital of a company

shall not exceed a difference between the company's net assets value and sum of authorized

capital and reserve fund of company.

3.

At increasing authorized capital of a company in accordance with this article,

a nominal value of shares of all shareholders increases in proportion to the nominal value of

shares of all shareholders of a company without changing the amount of their shares.

Article 21. Increase of authorized capital of a company for account of additional

contributions of its shareholders and contributions of third persons admitted to a

company

1. The General meeting of shareholders of a company may make a decision on increase

of authorized capital of a company for the account of additional contributions made by

shareholders of a company approved by majority of votes not less than two thirds of total

amount of votes if greater number of votes is not stipulated in the charter of a company. Atincrease of authorized capital of a company at the expense of additional contributions made

by all shareholders, it shall be defined a total value of additional contributions and also it

shall be established a single ratio for all shareholders of a company between cost of

additional contribution of a shareholder and amount of increase of nominal value of his

share. The ratio shall be set on assumption that a nominal value of share of shareholder of a

company may be increased to amount equal to or less than a value of his additional

contribution.

Each shareholder has the right to make additional contribution not exceeding a part

of total value of additional contributions being proportionally to amount of share of this

shareholder in authorized capital of a company. Additional contributions may be made by

shareholders of a company within two months from the date of approval of decision by

General meeting of shareholders of a company if different term is not provided in the

charter of a company or by decision of General meeting of shareholders.

The General meeting of shareholders of a company should make a decision on

approval of results of making additional contributions of shareholders of a company not

later than one month from the maturity date expiration of additional contributions made.

The General meeting of shareholders of a company should make also a decision on

amending constituent documents of a company in connection with increase of amount of

authorized capital of a company and increase in nominal values of shares of shareholders of

a company, which have made additional contributions and also amendment connected to

change of amount of shareholders of a company. Thus a face-value of a share of each

shareholder of a company, which has made an additional contribution, it increases

according to indicated parity in the first paragraph of this clause.

Founders or authorized bodies of a company after approval of decision by the

General meeting of shareholders of a company on adoption of results of additional

contributions made by shareholders of a company to authorized capital according to

established procedure shall provide an application on increase of authorized capital of a

company to the body carrying out a state registration to include data to uniform state

register of legal entities and individual entrepreneurs.

(Law No.656 dd.29.12.10)

In case of non-observance of terms established in third paragraph of the present part,

an increase of authorized capital of a company shall be deemed as not taken place. (Law

No.656 dd.29.12.10)

2. The General meeting of shareholders of a company can make a decision on

increase of authorized capital on the basis of application of shareholder of a company

(applications of shareholders of a company) on making additional contribution and (or), if it

is not forbidden by charter of a company, by application of third party (application of third

persons) on his admission to a company and making contribution. A decision-making

procedure shall be defined by charter of a company.

In the application of a shareholder of company and application of third party it shall

be indicated an amount and contribution structure, procedure and term of its making and

also an amount of a share, which a shareholder of a company or a third party would intendto make to authorized capital of company. Also other terms for making contribution and

membership to a company may be indicated in the application.

Simultaneously with a decision on increase of authorized capital of a company on the

basis of application of shareholder of a company (application of shareholders of a company)

on making additional contribution by him there shall be approved amendments made to

constituent documents of company in connection to the amount of authorized capital of a

company and increase of face-value of a share of shareholder of a company (shareholders of

a company), provided application on making additional contribution and if necessary also

amendments related to amount of shares of shareholders of a company. Thus a nominal

value of share of each shareholder of a company, which has provided an application for

making additional contribution, increases for the amount that is equal or less than cost of

his additional contribution.

Concurrently with a decision on increase of authorized capital of a company on the

basis of application of third party (application of third parties) on (their) his admission to a

company and making contribution it shall be approved a decision on amending constituent

documents of a company in connection with admission of third persons (third parties) to a

company, face-value and definition of amount of his shares (their share), increase of amount

of authorized capital of a company and change of amount of shares of shareholders of a

company. The face-value of a share got by every third person accepted to a company shall

be equal or less than costs of its contribution.

The founders or authorized bodies of a company after approval of decision by

General meeting of shareholders of a company on increase of authorized capital in the

established procedure shall submit application to a body of state registration for inserting

data to the uniform state register of legal entities and individual entrepreneurs. (Law

No.656 dd. 29.12.10).

3. If it is not made an increase of authorized capital of a company, a company obliged

in reasonable term to return to shareholders of a company and third parties, which have

made contribution, their contributions. In case of a non-return of contributions within

specified term a company shall pay interest in accordance with procedure and terms

stipulated in the article 426 of the Civil Code of the Republic of Tajikistan.

A company shall be obliged to return their contributions to shareholders of a

company and third parties in reasonable term. In case of a non-return of contributions for

specified term it shall compensate lost benefit caused due to impossibility of using given

property as contribution.

Article 22. Reduction of authorized capital of a company

1. A company has the right and it shall be obliged to reduce its authorized capital in

cases provided by the present Law.

Reduction of authorized capital of a company can be carried out by reduction of face

value of shares of all shareholders of a company in the authorized capital of a company and

(or) repayment of shares belonging to a company.

A company shall have no right to reduce an authorized capital beyond minimum

amount of authorized capital established by the present Law. (Law No.656, dd.29.12.10).Reduction of authorized capital of a company through reduction of nominal costs of

shares of all shareholders of a company should be carried out with preservation of amount

of shares of all shareholders of a company.

2. In case of incomplete payment of authorized capital of a company within one year

from the date of its state registration, a company shall be obliged to declare a reduction of

its authorized capital up to its actually paid amount and in the established procedure give

application about this to the body which carries out a state registration for amending data

to the uniform state register of legal entities and individual entrepreneurs or to make a

decision on liquidation of a company. (Law No.656 dd.29.12.10).

3. If upon termination of second and each next fiscal year the net assets of a company

will appear less than its authorized capital, a company shall be obliged to declare a

reduction of authorized capital not exceeding a cost of its net assets and when due

hereunder shall give application which is carrying out a state registration for inserting data

to uniform state registration of legal entities and individual entrepreneurs or make a

decision on liquidation of a company. (Law No.656 dd.29.12.10)

If upon termination of second and each next fiscal year, a cost of net assets of a

company will appear less than minimum amount of authorized capital established by the

present Law, a company shall be subject to liquidation. (Law No.656 dd.29.12.10)

The cost of net assets of a company shall be defined in a procedure established by the

present Law and statutory acts published according to it.

4. A company shall be obliged to notify all creditors of a company known to it about

reduction of authorized capital of a company in written form and about its new amount and

also to publish in press organ in which data on state registration of legal entities are

published, a notification on approved decision during thirty days from the date of decision

making on reduction of authorized capital. Thus creditors of a company have the right

within thirty days from the date of a forwarding notice or within thirty days from the date

of notice publication on approved decision in writing form to require an advanced

termination or execution of corresponding obligations of a company and compensation of

losses by it.

Point of second part 4 is excluded; (Law No.656 dd.29.12.10).

5. If in the cases provided by the present Article, a company in reasonable term will

not make a decision on reduction of authorized capital or its liquidation, creditors have the

right to demand from a company to terminate prescheduled obligations of a company and

compensation of losses by it.

6. Founders or authorized bodies of a company when due hereunder shall give an

application for reduction of authorized capital of a company to a body carrying out state

registration for inserting data to the Uniform state register of legal entities and individual

entrepreneurs after approval by General meeting of shareholders of a company of the

decision on such reduction or decision on company liquidation. (Law No.656 dd.29.12.10)

Article 23. Assignment of share (a part of share) of shareholder of a company in the

authorized capital of company to other shareholders of a company and to third parties1. The shareholder of a company has the right to sell or concede otherwise a share in

the authorized capital of a company or its part to one or several given company or to third

parties in procedure established by the charter of a company.

2.The share of a shareholder of a company can be alienated before its full payment

only in part, which is already paid.

3. Shareholder of a company shall use a right of priority purchase of share (part of a

share) of a company by price offered to third party proportionally to amount of their shares

if charter of a company or agreement of shareholders of a company does not stipulate other

procedure of granted right.

The charter of a company can provide a priority right on share acquisition (share

part), sold by its shareholder if other shareholders of a company did not use a priority right

for purchase of a share (share’s part).

The shareholder of a company intended to sell his share (share’s part) to third person

shall be obliged to inform in written form other shareholders of a company and a company

with instructions of price and other terms of its sale. In case if shareholders of a company or

a company do not use the right of priority for purchase of all share (all part of share),

offered for sale, within one month from the date of receiving such notice, a share (share’s

part) can be sold to third party for price on terms informed to a company and its

shareholders, if other term is not provided by charter of a company or agreement of

shareholders of a company.

At sale of a share (share’s part) with infringement of the right of priority purchase,

any shareholder of a company or a company if charter of a company provides a right of

priority of a company for acquisition of share (part of share), has the right within three

months since the moment when shareholders or a company learned about such

infringement or should learn about it, they shall be entitled to demand in court procedure

to transfer rights and obligations of the buyer to them. A concession of given right of

priority shall not be supposed.

4. A charter of a company shall provide a necessity to receive consent of a company

or other shareholders of a company to concession of share (part of share) of shareholder of a

company to third parties other than sale.

5. A concession of share (part of share) in the authorized capital of a company should

be made in simple written form if requirement on its fulfillment in notary form is not

provided by charter of a company. The non-observance of share concession (part of share)

in authorized capital of a company, established by this paragraph or by charter of a

company, shall be subject to its invalidity.

A company shall be notified in writing about held concession of a share (share’s part)

in authorized capital of a company with representation of proof of such concession. The

purchaser of a share (share’s part) in the authorized capital of a company shall execute

rights and performs duties of shareholder of a company from the moment of the notice on

mentioned concession.

A purchaser of share (part of share) in authorized capital of a company shall receive

all rights and duties of shareholder of company which have arisen before concession of

specified share (part of share) except for the rights and duties provided accordingly in the

subparagraph 2 of the Article 9 and subparagraph 2 of the Article 10 of the present Law. Ashareholder of a company who have conceded his share (share part) in the authorized

capital of a company, shall be responsible to make contribution of property arisen before a

concession of mentioned share (a part of share), jointly with its purchaser.

6. Shares in the authorized capital of a company shall be transferred to assignees of

legal entities being shareholders of a company.

In case of liquidation of legal entity, a share belonging to him remained after

settlements with its creditors, shall be distributed among shareholders of liquidated legal

entity if other is not provided by laws, other statutory acts or constituent documents of

liquidated legal entity.

The charter of a company can provide that transition and distribution of shares

established by paragraphs 1 and 2 of the Article shall be allowed only with consent of other

shareholders of a company.

7.

If charter of a company provides a necessity to receive consent of shareholders

of a company to concession of a share (part of share) in the authorized capital of a company

to shareholders of a company or to third parties, its transition to successors or to assignees

or share distribution between shareholders of liquidated legal entity, such consent is

considered received if it is received during thirty days from the moment of applying to

shareholders of a company or during other term of receiving written approval of all

shareholders of a company provided in charter or if it is not received written refusal of

consent from any shareholder of a company.

If charter of a company provides a necessity to receive consent of a company to a

share concession (share part) in the authorized capital of company, shareholders of a

company or third parties, such consent shall be considered received if within thirty days

from the moment of applying to shareholders of a company or during other term set by the

charter, a written consent of a company is received or if it is not received a written refusal of

a company.

8.

At sale of share (part of share) in the authorized capital of a company on

public auctions in the cases provided by the present law or other laws, a purchaser of

mentioned share (part of share) shall be considered as shareholder of a company

irrespective of consent of a company or its shareholders.

Article 24. Succession of share in the authorized capital

A share of shareholder of a company shall be transferred to his successors. Transfer

of share of successors and its distribution between several successors shall be made in

conformity with the Civil Code of the Republic of Tajikistan.

Article 25. Pledge of shares in the authorized capital of a company

A shareholder of a company has the right to put in pawn his share (part of share) in

authorized capital of a company to other shareholder of a company or if it is not forbidden

by charter of company to the third party with consent of a company and according to the

decision of General meeting of shareholders of a company approved by the majority of

votes of all shareholders of a company if a necessity of greater number of votes for decision

making is not provided by charter of a company. A vote of shareholder of a company whointended to put in pawn his share (a part of share) shall not be considered at counting

results of voting.

Article 26. Acquisition of share by a company (parts of share) in the authorized

capital

1. A company shall no right to get a share (parts of share) in the authorized capital,

except for the cases provided by the present Law.

2. If it is forbidden by charter of a company to assign (parts of share) a share of

shareholder of a company to third parties and other shareholders of a company refuse an

acquisition and also refuse to concession (share’s part) of share to shareholder of a company

or third party, if a requirement to receive such consent is provided by charter of a company,

the company shall be obliged by demand of shareholder to obtain a share of the shareholder

of a company (share’s part). Thus, a company shall be obliged to pay to shareholder of a

company a valid cost of this share (part of share), which is defined on the basis of given

data of accounting reports of a company for last accounting period for previous day of

applying of shareholder of a company with such request or with a consent of shareholder of

a company to give him out it in nature property of the same cost.

3. A share of shareholder of a company who has not made contribution in full

amount to authorized capital at establishment of a company in time and also a share of

shareholder of a company who has not given in time monetary or other indemnification

provided in the paragraph 3 of the Article 17 of the present Law shall be transferred to a

company. Thus a company shall be obliged to pay to shareholder of a company a valid cost

of part of his share, proportional to a part contributed by him to authorized capital or with

consent of shareholder of a company to give him out in nature a property for the same cost.

The valid cost of part of a share shall be defined on the basis of data of accounting reports of

a company for last accounting period before the expiration date of making contribution or

granting indemnification.

A charter of a company may provide that a part of share shall be transferred to a

company proportionally to non-paid part of contribution or to amount (cost) of

indemnification.

4. A share of shareholder of a company excluded from a company shall be

transferred to a company. Thus a company shall be obliged to pay to an excluded

shareholder of a company the valid cost of its share, which is defined according to the

accounting report for last accounting period before the validity date of decision of court or

with consent of excluded shareholder of a company to given him out it in nature of

property for the same cost.

5. If shareholder of a company refuses to transfer or to distribute shares and in cases

provided by paragraph 6 of the Article 23 of the present Law, if such consent is required

according to the charter of a company, a share shall be transferred to a company. Thus a

company shall be obliged to pay to assignees of reorganized legal entity (shareholder of a

company) or to shareholders of liquidated legal entity (shareholder of a company) a valid

cost of a share set on the basis of data of accounting report of a company for the last

accounting period before reorganization or liquidation or from their consent to give them

out property in nature of the same cost.6. In case of payment of a valid cost of share (part of share) of shareholder by a

company according to the Article 28 of the present Law, by claim of his creditors, a part of

share, which valid cost have not been paid by other shareholders of a company, shall be

transferred to a company and remained part of share shall be distributed between

shareholders of a company proportionally to payment made by them.

7. A share (part of share) shall be transferred to a company from the moment of

presentation by shareholder of a claim on its acquisition by a company or expiration date of

contribution or indemnification granting or putting into force the court decisions on

exclusion of shareholder from a company or reception from any shareholder of a company

of refusal on consent to assignment of share to assignees of legal entities who were

shareholders of a company or on its distribution between shareholders of liquidated legal

entity (shareholder of a company) or payment by a company of valid cost of a share (part of

share) of shareholder by claim of his creditors.

8. A company shall be obliged to pay a valid cost of a share (part of share) or to give

out a property in nature of the same cost within one year since the moment of transfer of

share to a company (part of share) if a shorter term is not provided in the charter. The valid

cost of a share (share part) is paid for the account of difference between cost of net assets of

a company and amount of its authorized capital. If such difference is not enough, a

company shall be obliged to reduce an authorized capital up to shortfall amount.

Article 27. Shares belonging to a company

Shares belonging to a company shall not be considered at counting of voting results

on General meeting of shareholders of a company and also at distribution of profit and

property of a company in case of its liquidation.

Share belonging to a company within one year from the date of its transfer to a

company should be distributed by decision of General meeting of shareholders of a

company between all participants of a company proportionally to their shares in the

authorized capital of company or sold to all or some shareholders of a company and if it is

not forbidden by charter of company to third parties and completely paid. An unallocated

or unsold part of share should be repaid with corresponding reduction of authorized capital

of a company. A sale of a share to shareholders of a company which results in change of

amount of shareholders, sale of share to third parties and also amendments made in

constituent documents of a company connected with share sale carried out by decision of

General meeting of shareholders of company approved by all shareholders unanimously.

The paragraph 3 has been excluded. (Law NO.656 dd.29.12.10).

Article 28. Appeal on collection of share (part of share) of shareholder of a

company in the authorized capital of a company

1. An appeal on claim of creditors on collection of share (part of share) in the

authorized capital of a company on debts of shareholder of a company shall be

allowed only on the basis of court decision while insufficiency of cover of

debts

of other property of shareholder of a company.

2. In case of appeal on collection of share (part of share) in the authorized

capital of a company on debts of shareholder, a company shall have the right to payto creditors a valid cost of share (part of share) of shareholder of a company. The valid cost

of a share (part of share) of a company in authorized capital of a society shall be defined on

the basis of data of accounting balance sheet of a company for last accounting period

preceding to the date of submission of the claim to a company on charge to be imposed

on a share (a share part) of shareholder of a company on its debts.

3. If within three months from the moment of a claim presentation by Creditors, a

company or its shareholders will not pay a valid cost of entire share (all part of a share) of

shareholder of a company on which a claim is applied, a charge on share (share’s part) of

shareholder of a company shall be paid out from its sale on public auctions.

Article 29. A secession of shareholder of a company from a company

1. A shareholder of a company has the right to leave a company at any time irrespective

of consent of other shareholders or a company.

2. In case of a secession of shareholder from a company his share shall be passed to a

company from the moment of filing of application on secession from a company. At the

same time, a company shall be obliged to pay to shareholder of a company who have

presented an application for secession from a company, a valid cost of its share set on the

basis of data of accounting report of a company for one year during which an application

for secession from a company has been submitted or with the consent of shareholder of a

company to give out to him a property in nature of the same cost, and in case of incomplete

payment of its contribution to authorized capital of a company, a valid cost of a part of his

share, proportionally to paid part of contribution.

3. A company shall be obliged to pay to shareholder of a company who has presented an

application on secession from a company, a valid cost of its share or to give out a property

in nature of the same cost within six months from the moment of the termination of

reporting year during which an application of secession from a company has been

submitted if fewer term is not provided by the charter of a company. The valid cost of a

share of shareholder of a company shall be paid for the account of difference between cost

of net assets of a company and amount of authorized capital of a company. In case if such

difference is not sufficient for payment of valid cost of share to shareholder of a company

who has submitted an application for secession from a company, a company shall be

obliged to reduce its authorized capital for lack amount.

4. A secession of shareholder of a company from a company does not release him from a

duty before a company on making contribution to property of a company, arisen before

giving application for secession from a company.

CHAPTER 4. PROPERTY OF A COMPANY

Article 30. Formation of property of a company

1. The property of a company shall be formed out at the expense of contributions of

its founders (shareholders), incomes received by a company and also other sources not

forbidden by the legislation.

2. A company has the right in order and amounts provided by the legislation or

constituent documents of a company to form a reserve capital and other funds.3. The property of a company shall be considered on its balance.

Article 31. Contributions to property of a company

1. Shareholders of a company shall be obliged, on decision of General meeting of

shareholders of a company to make contributions to property if it is provided by the charter

of a company. The decision of General meeting of shareholders of a company on making

contributions to property of a company can be made by not less than two thirds of votes of

total number of shareholders of a company, if necessity of greater number for approval of

such decision is not provided by a company’s charter.

2.

Shareholders of a company shall be obliged to make contributions to property

of a company proportionally to their shares in authorized capital if other procedure for

definition of reserves of contributions to property of a company is not provided by charter

of a company.

The charter of a company shall set a maximum cost of contributions to be made to

property of a company by all or certain shareholders of a company, also other restrictions

connected with contributions to property of a company can be imposed. The restrictions

connected with making contributions to property of a company established for certain

shareholder of a company, in case of alienation of his share (share part) concerning

purchaser of a share (part of share) shall not be imposed.

3. Contributions to be made to property of a company shall be in form of money if

other is not provided by the charter of a company or decision of General meeting of

shareholders of a company.

4. Contributions to property of a company do not change amounts and nominal cost

of shares of shareholders of a company to authorized capital of a company.

Article 32. Distribution of profit of a company among shareholders of a company

1. A company shall have the right to distribute a net profit among its shareholders.

The decision on definition of a part of profit of a company distributed among shareholders

of a company shall be made by General meeting of shareholders of a company.

2. A part of profit of a company, intended for distribution among its shareholders

shall be distributed proportionally to their shares in the authorized capital of a company.

Other procedure on distribution of profit among shareholders of a company can be

set in charter of a company at its approval or by amending a charter of a company on

decision of General meeting of shareholders of a company approved by all shareholders of

a company unanimously.

Article 33. Limits of profit distribution of a company among shareholders of a

company

Limits of payment of profit of a company to shareholders of a company

1. A company shall have no right to make a decision on distribution of profit among

shareholders of company:

- Before full payment of entire authorized capital of a company;

- Before payment of valid cost of a share (part of share) of shareholder of a company

in the cases provided by the present Law;- If at the moment of making such decision a company has signs

of insolvency (bankruptcy) according to the Law of the Republic of Tajikistan «On

bankruptcy of enterprises» or if a company has mentioned signs in the result of approval of

such decision;

- If at the moment of making such decision a cost of net assets of a company is less

than its authorized capital and reserve fund or their amount become less in the result of

such decision;

- In other cases provided by laws of the Republic of Tajikistan.

2. A company shall have no right to pay profit to shareholders of a company, a

decision on distribution of which among shareholders of a company is approved:

- If at the moment of payment a company has bankruptcy signs in

conformity with the Law of the Republic of Tajikistan «On bankruptcy of enterprises» or if a

company has indicated signs in the result of payment;

- If at the moment of payment, cost of net assets of a company is less than its

authorized capital and reserve fund or it becomes less than their amount as a result of

payments;

- In other cases provided by the legislation of the Republic of Tajikistan.

Upon termination of circumstances indicated in this paragraph, a company shall be

obliged to pay profit to shareholders of a company, a decision on distribution of which

among shareholders of a company is made.

Article 34. Placement of bonds

1. A company shall have the right to place bonds and other emission securities in

accordance with a procedure established by the legislation on securities.

2. A company shall have the right to place bonds for the amount, which is not

exceeding an amount of its authorized capital or amount of security given to a company for

these purposes by third parties after full payment of authorized capital.

3. In case of lack of security provided to a company by third parties for purpose of

guaranteeing of obligations to owners of bonds, a placement by a company of bonds shall

be permitted not earlier than the third year of existence of a company subject to respective

approval by this time of two annual balances of a company.

CHAPTER 5. MANAGEMENT OF A COMPANY

Article 35. Bodies of a company

1. Bodies of a company are:

a) General meeting of a company, which is its supreme body;

b) An executive office of a company consisting of individual

and joint bodies.

2. The charter of a company can establish a board of directors (supervisory board)

and auditor committee (auditor).

3. The competence of bodies of a company and also a procedure of decision-making

or representation on behalf of a company shall be defined by the present Law and charter of

a company.Article 36. General meeting of shareholders of a company

1. The supreme body of a company shall be the General meeting of shareholders of a

company.

All shareholders of a company shall have the right to be present in the General

meeting, to take part in discussion of issues of agenda and to vote at decision-making.

Regulations of constituent documents of a company or decisions of bodies of a

company limiting specified rights of participants of a company shall be void.

Each shareholder of a company has in the General meeting of shareholders of a

company, vote’s amount proportional to its share in the authorized capital of a company,

for exception of cases provided by the present Law.

The charter of a company at its establishment or by amending a charter of a company

on decision of the General meeting of shareholders of a company approved by all

shareholders of a company, other procedure of votes count of shareholders of a company

can be established.

2. The change and exception of regulations of charter of a company, establishing such

procedure shall be made out by decision of the General meeting of shareholders of a

company approved by all shareholders of a company unanimously.

Article 37. Competence of the General meeting of shareholders of a company

1. The competence of the General meeting of shareholders of a company shall be

defined by the charter of a company in accordance with the present Law.

2. Exclusive authorities of the General meeting of shareholders of a company shall

consist of:

1) Identification of main directions of activity of a company and also decision-making

on participation in associations and other integrations of commercial institutions;

2) Change of charter of a company including amending amount of authorized capital

of a company;

3) Changes in constituent agreement;

4) Formation of executive powers of a company and their early termination of the

powers and also decision-making on delegation of powers of sole executive body of a

company of commercial institution or individual entrepreneur (further - managing

director), appointment of managing director and terms and conditions of agreement with

him;

5) Selection and early termination of powers of Audit Committee (Auditor) of a company;

6) Approval of annual reports and annual balance sheets;

7) Decision-making on distribution of net profit of a company among shareholders of

a company;

8) Approval (adoption) of documents regulating internal activity of a company

(internal regulations of a company);

9) Decision-making on placement of bonds and other equity securities;

10) Appointment of audit inspection, approval of auditor and definition of

remuneration for his services;

11) Decision-making on reorganization or liquidation of a company;

12) Appointment of Liquidation Commission and approval of liquidating balances;13) Settlement of other issues provided by the present Law.

The issues being within exclusive competence of the General meeting of shareholders

of a company can not be transferred by them for decision-making of Board of Directors of a

company (supervisory board) except for the cases provided by the Law and also for

decision-making of executive bodies of a company.

Article 38. Next General meeting of shareholders of a company

1. The next General meeting of shareholders of a company shall be convoked by the

executive body of a company in terms defined by the charter of a company but no less

frequently than once a year.

2. The charter of a company shall define a term of the next General meeting of

shareholders of a company on which the annual results of activity of a company are

approved. The General meeting of shareholders of a company shall be held not later than in

three months after termination of fiscal year.

Article 39. Extraordinary General meeting of shareholders of a company

1. The extraordinary General meeting of shareholders of a company shall be held in

cases defined by the charter of a company and also in any other cases if conducting of such

General meeting is required for benefits of a company and its shareholders.

2. The extraordinary General meeting of shareholders of a company shall be

convoked by the initiative of an executive office of a company on request of Board of

Directors (Supervisory Board) of a company, Audit Committee (auditor) of a company,

auditor and also shareholders of a company possessing in aggregate not less than one tenth

votes of total votes of shareholders of a company.

The Executive body of a company shall be obliged within five days from the date of

receiving request on conducting extraordinary General meeting of shareholders of a

company, to consider the given request and to make a decision on conducting of

extraordinary General meeting of shareholders of a company or refusal in its arrangement.

The decision on refusal in conducting of extraordinary General meeting of shareholders of a

company can be made by the Executive body of a company only in case:

- If the procedure of presentation of request on conducting extraordinary General

meeting of shareholders of a company established by the present Law is not observed;

- If any of the issues provided for inclusion to the agenda of extraordinary General

meeting of shareholders of a company does not concern to it competence or does not

conform to requirements of laws of the Republic of Tajikistan.

An Executive body shall have no right to make change to formulations of issues

suggested for inclusion to the agenda of the extraordinary General meeting of shareholders

of a company and also to change the offered form of conducting extraordinary General

meeting of shareholders of a company.

Along with issues suggested for inclusion to the agenda of extraordinary General meeting

of shareholders of a company, the Executive body of a company on its own initiative shall

have the right to include in additional issues.3. In case of decision-making on conducting of extraordinary General meeting of

shareholders of a company shall be held not later than forty five days from the date of

receiving request on its arrangement.

2. If during the term set in the Law it is not approved a decision on conducting of

extraordinary General meeting of shareholders or it is made a decision on refusal in its

conducting, the extraordinary General meeting can be called by bodies or persons requiring

its conducting.

3. In this case the Executive body shall be obliged to present to above mentioned bodies

or persons the list of shareholders of a company with their addresses.

The expenses on preparation, convocation and conducting of such General meeting can

be compensated on decision of the General meeting of shareholders of a company at the

expense of funds of a company.

Article 40. Procedure of convocation of the General meeting of shareholders of a

company

1. Body or persons convoking General meeting of shareholders of a company shall be

obliged not later than then thirty days before its conducting to notify all shareholders of a

company by certified mail on the address specified in the list of shareholders of a company

or by different way provided by the charter of a company.

2. A notification shall contain time and location of the General meeting of

shareholders of a company and also offered agenda. Any shareholder of a company has the

right to make suggestions on inclusion of additional issues in the agenda of General

meeting of shareholders of a company not later than fifteen days before its conducting.

Additional issues shall be included to the agenda of the General meeting of shareholders of

a company. The body or persons convoking the General meeting of shareholders of a

company has no right to change formulation of additional issues suggested for inclusion to

the agenda of the General meeting of shareholders of a company.

In case if the initial agenda of the General meeting of shareholders of a company

changes, a body or persons convoking the General meeting of shareholders of a company

shall be obliged not later than 10 days before its conducting to notify all shareholders of a

company on changes to be made to the agenda by the way specified in paragraph 1 of the

article.

3. The information and materials, which are subject to representation to shareholders

of a company at preparation of the General meeting of shareholders of a company shall be

an annual report of a company, conclusions of Audit committee (auditor) of a company and

auditor on results of inspection of annual reports and annual balance sheets of a company,

data on candidate (candidates) to be appointed to Executive bodies of a company, Board of

directors (Council) of a company and Audit committee (auditors) of a company, drafts of

changes and additions to be made in constituent documents of a company or drafts of

constituent documents of a company in new wording, drafts of internal documents of a

company and also other information (materials) provided by the charter of a company.

If other procedure of acquaintance of shareholders of a company with information

and materials is not provided by the charter of a company, body or persons convoking the

General meeting of shareholders of a company shall be obliged to direct them informationand materials together with the notification on conducting General meeting of shareholders

of a company and if an agenda changes, corresponding materials together with notification

on such changes. Specified information and materials within thirty days before conducting

General meeting of shareholders of a company shall be delivered to all shareholders of a

company for acquaintance in premises of Executive body of a company. The company shall

be obliged on request of a shareholder of a company to give him a copy of mentioned

documents. The charge paid by a company for providing copies of data cannot exceed

expenses paid for their manufacturing.

4. In case of infringement of the procedure of convocation of the General meeting of

shareholders of a company established by the Article, such General meeting shall be

recognized as competent if all shareholders of a company attend it.

Article 41. Procedure of conducting General meeting of shareholders of a company

1. The General meeting of shareholders of a company shall be held according to

procedure established by the Law, charter of a company and its internal documents. In part,

not settled by the Law, charter of a company and internal documents of a company, a

procedure of conducting of the General meeting of shareholders of a company shall be

established by the decision of the General meeting of shareholders of a company.

2. Before opening of the General meeting of shareholders of a company it is made

registration of attending shareholders of a company. Shareholders of a company shall have

the right to take part in the General meeting personally or through their representatives.

Representatives of shareholders of a company shall show documents confirming their

appropriate authorities. Non-registered shareholder of a company (representative of a

shareholder of a company) shall have no right to take part in voting.

3. The General meeting of shareholders of a company shall be opened by a person

who is carrying out functions of chief executive officer of a company or person heading

joint executive body of a company. The General meeting of shareholders of a company

called by Board of Directors (Supervisory Board) of a company, Audit Committee (auditor)

of a company, Auditor or shareholders of a company, Chairman of Board of Directors, shall

be opened by chairman of Board of Directors (Supervisory Board), chairman of Audit

Committee (auditor) of a company, Auditor or one of shareholders of a company, who have

called the General meeting.

4. The General meeting of shareholders of a company shall have the right to make a

decision only on issues of the agenda informed to shareholders of a company according to

paragraph 1 and paragraph 2 of the article 40 of the Law except for cases if all shareholders

of a company attend the General meeting.

5. The decisions on issues mentioned in subparagraph 2 of paragraph 2 of the article

37 of the Law and also decisions on other issues defined by the charter of a company shall

be made by not less than two thirds of votes of total votes of all shareholders of a company

if a greater number of votes is required for approval of such decision is not provided by the

present Law or charter of a company.

The decisions on issues indicated in subparagraphs 3 and 11 of paragraph 2 of the

article 37 of the Law shall be approved by all shareholders of a company unanimously.Other decisions shall be approved by the majority of votes of total number of votes

of shareholders of a company, if a greater number of votes for approval of such decision are

not required by the Law or charter of a company.

6. The decisions of the General meeting of shareholders of a company shall be

approved by open voting if other procedure of decision-making is not envisaged by the

charter of a company.

Article 42. Decision of the General meeting of shareholders of a company made by

correspondence voting (letter ballot)

1. The decision of General meeting of shareholders of a company can be approved

without conducting of meeting (joint attendance of shareholders of a company for

discussion of issues of the agenda and decision-making on issues put on voting) by

arrangement of correspondence voting (letter ballot). Such voting can be held by the

exchange of documents through communication means such as post, cable, teletype,

telephone, e-mail or other facilities ensuring authenticity of sent and received messages and

their documentary acknowledgement.

The decision of the General meeting of shareholders of a company on issues specified

in subparagraph 6 of paragraph 2 of the Article 37 of the Law can not be approved through

correspondence voting (letter ballot).

2. It shall not be applied to paragraphs 2, 3 and 4 of the Article 41 of the Law and also

provisions of paragraphs 1, 2 and 3 of the Article 40 of the Law at decision-making of the

General meeting of shareholders of a company by correspondence voting (letter ballot) in

part of terms established by them.

3. The procedure of correspondence voting shall be defined by internal

document of a company, which should ensure a necessity of informing all shareholders of a

company of suggested agenda, access of all shareholders of a

company before starting

of voting to required information and materials,

availability of opportunity on

inclusion of additional issues to the agenda, necessity of notifying of all shareholders of a

company of changed agenda before start of voting and also before deadline of voting

procedure.

Article 43. Decision-making on issues of competence of the General meeting of

shareholders of a company, by a sole shareholder of a company

In a company consisting of one shareholder, decisions on issues within the

competence of the General meeting of shareholders of a company shall be made by a sole

shareholder of a company individually and made out in writing. At the same time

provisions of the Articles 38, 39, 40, 41, 42 and 47 of the Law shall not be applied for

exception of provisions on terms of carrying out annual General Meetings of shareholders

of a company.

Article 44. Executive body of a company

1. The management of current activity of a company shall be carried out by

individual executive body of a company or joint executive body of a company. Executivebodies of a company are accountable to the General meeting of shareholders of a company

and to the Board of Directors (Supervisory Board) of a company.

2. Transfer of a vote of a member of the Board of Directors (Supervisory Board) of a

company to member of a joint collegial executive body of a company, other person,

including other members of the Board of Directors (Supervisory Board) of a company, other

members of joint executive body of a company shall not be allowed.

Article 45. One–man executive body of a company

1. One man executive body of a company (Director General or Director) shall be

selected by the General meeting of shareholders of a company for the term defined by the

charter of a company. A one-man executive body of a company also can be selected among

from its shareholders. The contract between a company and person who is carrying out

functions of chief executive office shall be signed on behalf of a company by a person

presiding over the General meeting of shareholders of a company, on which a person who

is carrying out functions of an individual executive office is selected or by a shareholder of a

company, authorized by decision of the General meeting of shareholders of a company.

2. Only a physical person can act as a one-man executive body of a company except

for a case provided by the Article 46 of the Law.

3. One-man executive body of a company:

1) shall act without the power of attorney on behalf of a company and also represents

its interests and makes transactions;

2) issues a power of attorney on titles of representation on behalf of a company

including power of attorney with power of substitution;

3) issues orders on appointment of staff to positions of a company, on their

movement and dismissal, applies measures of encouragement and imposes disciplinary

charges;

4) carries out other powers which have been not assigned by the Law or charter of a

company within a competence of the General meeting of shareholders of a company, Board

of Directors (Supervisory Board) of a company and collegial executive body of a company.

4. A procedure of activity of one-man executive body of a company and approval of

decisions by it shall be established by the charter of a company, internal documents of a

company and also by contract signed between a company and a person who is carrying out

functions of its individual executive officer.

Article 46. Collegial executive body

1. If the charter of a company provides formation along with the one-man executive

body and also a joint executive body of a company (board, management and others), such

body is selected by the General Meeting of shareholders of a company in quantity and for

term defined by charter of a company. Only a physical person can be a member of joint

executive body of a company who may not be a shareholder of a company. The joint

executive body of a company carries out powers defined by a charter of a company to its

competence. The functions of chairman of a joint executive body of a company shall be

carried out by a person who is carrying out functions of one-man executive body of a

company except for cases if powers of one-man executive body are transferred to governor

of a company.2. A member of collegial executive body of a company can be at the same time a

member of audit committee (auditor) of a company.

3. A procedure of activity of collegial executive body of a company and approval of

decision by it shall be established by the charter of a company and internal documents of a

company.

Article 47. Transfer of powers of a one-man executive body of a company to

governor of a company

A company shall have the right to transfer powers of its one-man executive body by

contract to governor if such opportunity directly is provided by the charter of a company.

The contract with governor shall be signed on behalf of a company by a person,

chairing the General meeting of shareholders of a company, approved provisions of a

contract with a governor shareholders of a company authorized by decision of the General

meeting of shareholders of a company.

Article 48. Board of Directors (Supervisory Board) of a company

1. The Board of Directors can be established according to the charter of a company

(Supervisory Board).

Term of reference of the Board of Directors (Supervisory Board) of a company shall be

defined by charter of a company according to the Law.

2. A procedure of formation and activity of the Board of Directors (Supervisory

Board) and also a procedure of termination of powers of members of the Board of Directors

(Supervisory Board) members of a company shall be defined by the charter of a company.

Members of collegial executive body of a company can not make more than one fourth of

membership of the Board of Directors (Supervisory Board) of a company. The person who

is carrying out functions of a one-man executive body of a company can not be at the same

time the chairman of Board of Directors (Supervisory Board) of a company.

3. Members of the Board of Directors (Supervisory Board) of a company, a person

carrying out functions of a one-man executive body of a company and members of collegial

executive body of a company, who are not shareholders of a company, can participate in the

General meeting of shareholders of a company with consultative voting right.

Article 49. Appeal of decisions of management bodies of a company

1. A decision of the General meeting of shareholders of a company approved with

infringement of requirements of the Law, other legal acts of the Republic of Tajikistan,

charter of a company both breaking rights and legitimate interests of a shareholder of a

company can be nullified by court on application of shareholder of a company not

participating in voting or voting against the approved decision. Such application can be

submitted within two months from the date when shareholder of a company has learnt or

should learn on approved decision. In the case if a shareholder of a company takes part in

the General meeting of shareholders of a company, approved appealed decision, an above

mentioned application can be submitted in two months from the date of approval of such

decision.2. The court has the right to uphold appealed decision taking into account all

circumstances of the matter if voting of shareholder of a company, which has submitted an

application, could not affect the results of voting, admitted infringements are not essential

and decision has not entailed causing of losses to the given shareholder of a company.

3. The decision of the Board of Directors (Supervisory Board) of a company, one

man executive body of a company, collegial executive body of a company or governor,

approved with infringement of requirements of the present Law, other legal acts of the

Republic of Tajikistan, charter of a company both breaking rights and legitimate interests of

shareholder of a company can be nullified by court on application of this shareholder of a

company.

Article 50. Responsibility of members of the Board of Directors (Supervisory

Board) of a company, one-man executive body of a company, members of collegial

executive body of a company and governor

1. Members of the Board of Directors (Supervisory Board) of a company, one-man

executive body of a company, members of collegial executive body of a company and

equally operating governor at execution of rights and discharge of duties should operate for

the favor of a company honesty and reasonably.

2. Members of the Board of Directors (Supervisory Board) of a company, one-man

executive body of a company, members of collegial executive body of a company equally

operating shall bear responsibility for losses caused to a company due to their actions

(inactivity) if the bases and amount of responsibility are not established by other laws.

Thus, members of the Board of Directors (Supervisory Board) of a company, members of

collegial executive body of a company voting against the decision, which has entailed

causing to losses of a company or not attending voting, shall not bear any responsibility.

3. At definition of bases and scope of responsibility of members of the Board of

Directors (Supervisory Board) of a company, one-man executive body of a company,

members of collegial body of a company and governor, usual conditions of business

turnover and other circumstances, which are important for business should be taken into

consideration.

4. If according to provisions of the article, a responsibility is born by some persons,

they shall bear joint responsibility to company.

5. A company or its shareholder shall have the right to appeal to the court with claim

on indemnification of damages caused to a company by a member of the Board of Directors

(Supervisory Board) of a company, one-man executive body of a company, member of joint

executive body of a company or governor.

Article 51. Audit Commission (auditor) of a company

1. The charter of a company can envisage an establishment of audit commission

(election of auditor) of a company. In companies having more of fifteen participants, an

establishment of audit commission (election of auditor) is obligatory. The person who is not

a shareholder of a company can also be a member of an audit commission (auditor) of a

company. Functions of audit commission (auditor) of a company if it is provided by the

charter of a company, can be carried out by auditor approved by the General meeting ofshareholders who has not connected to a company with property interests, with a person

who is carrying out functions of one-man executive body of a company, members of joint

executive body of a company and shareholders of a company.

Members of the Board of Directors (Supervisory Board) of a company, person

carrying out functions of a single executive body of a company and members of joint

executive body of a company can not be members of an audit commission (auditor) of a

company.

2. The audit commission (auditor) of a company shall be selected by the General

meeting of shareholders of a company for the term defined by the charter of a company.

The number of members of an audit commission of a company shall be defined by the

charter of a company.

3. The audit commission (auditor) of a company shall have the right to hold

inspections of financial and economic activity of a company at any time and to have access

to all documentation concerning activity of a company.

On request of an audit commission (auditor) of a company, members of the Board of

Directors (Supervisory Board) of a company, person carrying out functions of one-man

executive body of a company, members of joint executive body of a company and also

workers of a company shall be obliged to give necessary explanations in oral or written

form.

4. The audit commission (auditor) of a company without fail inspects annual reports

and balance sheets of a company before their approval by the General meeting of

shareholders of a company. The General meeting of shareholders of a company shall have

no right to approve annual reports and balance sheets of a company in the absence of

conclusions of audit commission (auditor) of a company.

5. The procedure of work of the audit commission (auditor) of a company shall be

defined by the charter and internal documents of a company.

6. The article shall be applied in case if formation of the audit commission of a

company or election of auditor of a company is provided by the charter of a company or it

is obligatory according to the Law.

7. Members of the Board of Directors (Supervisory Board) of a company, a person

carrying out functions of one-man executive body of a company and members of a joint

executive body of a company shall no not be members of audit commission (auditor) of a

company.

Article 52. Benefit in performance of transactions of a company

1. Transactions in implementation of which there is a benefit of a member of the

Board of Directors (Supervisory Board) of a company, a person carrying out functions of

one-man executive body of a company, member of joint executive body of a company or

benefit of shareholder of a company having together with his affiliated persons 20% and

more percent of votes of total votes of shareholders of a company can not be effected

without consent of the General meeting of shareholders of a company.

The above mentioned persons shall be admitted as benefited in transaction of a

company if they, their spouses, parents, children, brothers, sisters and their affiliated

persons:- are the party of transaction or act in the favor of third parties in their relations with

a company;

- hold (everyone or in aggregate) 20% and more (shares, stakes) of a legal person

being the party of the transaction or acting in benefit of third parties in their relationship

with a company;

- hold positions in the governing bodies of a legal person being the party of

transaction or acting in benefits of third parties in their relationship with a company;

- In other cases defined by the charter of a company.

2. The persons indicated in the paragraph 1 of the Article shall inform the General

meeting of shareholders of a company about the following:

- on legal entities in whom they, their spouses, parents, children, brothers, sisters and

their affiliated persons own 20% and more shares (stakes, shares);

- on legal entities in whom they, their spouses, parents, children, brothers, sisters and

their affiliated entities hold positions in governing bodies;

- on transactions effected or to be effected known for it in which implementation they

could be recognized as benefited.

3. The decision on fulfillment by a company of transaction where there is a benefit of

a party shall be approved by the General meeting of shareholders of a company on the

majority of votes of total votes of shareholders of a company not benefited in its fulfillment.

4. Transaction in which fulfillment there is a benefit does not require a decision of the

General meeting of shareholders of a company provided by the paragraph 3 of the Article,

in cases if the transaction is effected in the course of usual economic activities between a

company and other party, which was taking place occurred to the moment when a person

interested in fulfillment of the transaction is recognized as a party according to the

paragraph 1 of the Article (decision shall not be required till the date of conducting of the

next General meeting of shareholders of a company).

5. Transaction in which fulfillment there is a benefit and which is implemented with

infringement of requirements provided by the Article can be recognized as void on claim of

a company or its shareholder.

6. The present article is not applied to companies consisting of one participant who

simultaneously carries out functions of one-man executive body of the given company.

7. In case of formation in a company of the Board of Directors (Supervisory Board), a

decision-making on fulfillment of transactions in which fulfillment there is a benefit can be

assign by the charter of a company to its competence, except for cases if payment of amount

on transaction or cost of the property, which is subject of transaction, exceeds 2% of cost of

property of a company determined on the base of accounting for last reporting year.

Article 53. Large transactions

1. The large transaction is a transaction or some interconnected transactions

connected with acquisition, alienation or possible alienation of a company directly or

indirectly property, which cost makes more 25% of the cost of property of a company

defined on the basis of data of accounting for the last reporting period preceding the day of

decision-making on fulfillment of such transactions if charter of a company does not sethigher amount of large transaction. Large transactions are not transactions effected in the

course of usual economic activity of a company.

2. With the purpose of the Article, a cost alienated by a company in result of large

transaction of property shall be defined on the basis of its book keeping, and cost of

property acquired by a company – on the basis of price of offer.

3. The decision on fulfillment of large transaction shall be approved by the General

meeting of shareholders of a company.

4. In the case of formation of the Board of Directors (Supervisory Board) of a

company, decision-making on fulfillment of large transactions connected with acquisition,

alienation or possible alienation of property by a company directly or indirectly, which cost

makes from 25% to 50% of cost of property of a company, can be referred according to the

charter of a company to competence of the Board of Directors (Supervisory Board) of a

company.

5. The large transaction effected with infringement of requirements, provided by the

present Article can be recognized as void on claim of a company or its shareholder.

6. The charter of a company can provide that it is not required decision of the

General meeting of shareholders of a company and Board of Directors (Supervisory Board)

of a company for fulfillment of large transactions.

Article 54. Audit inspection of a company

In order to inspect and confirm a correctness of annual reports and balance sheets

and also for inspection of situation of current affairs of a company it has the right by

decision of the General meeting of shareholders of a company to attract professional auditor

who has no connection with property benefits with a company, members of Board of

Directors (Supervisory Board) of a company, person carrying out functions of one-man

executive body of a company, members of collegial executive body of a company and

shareholders of a company.

On request of any shareholder of a company, audit inspection can be made by

professional auditor selected by it, which shall correspond to requirements set in part 1 of

the Article. In case of audit inspection, payment of remuneration shall be made for the

account of shareholder of a company on which requirement it is held. Costs of shareholder

of a company on remuneration fee of the auditor can be reimbursed to him by decision of

the General meeting of shareholders of a company at the expense of funds of a company.

Assignment of auditor for inspection and confirmation of correctness of annual

reports and balance sheets of a company shall be obligatory in the cases provided by laws

and other statutory acts of the Republic of Tajikistan.

Article 55. Public reporting of a company

1. A company shall not be obliged to publish reporting on activity, for exception of

cases provided by the present Law and other laws of the Republic of Tajikistan.

2. In the case of public placement of bonds and other issue securities, a company

shall be obliged to publish annually the annual reports and balance sheets and also to

disclose other information on activity, provided by laws of the Republic of Tajikistan and

statutory acts approved in conformity with statutory acts.Article 56. Storage of documents of a company

A company shall be obliged to store the following documents:

- constituent documents of a company and also amendments and supplements

added to constituent documents of a company; (Law №656 dd.29.12.10).

- Minutes (protocols) of meeting of founders of a company containing a decision on

establishment of a company and approval of monetary assessment

of non-monetary

holdings to charter capital of a company and also other decisions connected with

establishment of a company;

- document confirming state registration of a company;

- documents confirming titles of a company on property being on

its balance;

- Internal documents of a company;

- Regulations on branches and representatives of a company;

- documents connected with issuance of bonds and other issuance securities of a

company;

- Reports of the General meetings of shareholders of a company;

- Meetings of the Board of Directors (Supervisory Board) of a company, collegial

executive body of a company, audit committee of a company;

- Lists of affiliated persons of a company;

- Conclusions of audit committee (auditor) of a company, auditor and local

government and local financial authorities;

- Other documents provided by laws and other statutory acts of the Republic of

Tajikistan, charter of a company, internal documents of a company, decisions of

the General meeting of shareholders of a company, Board of Directors (Supervisory

Board) of a company and executive bodies of a company.

A company shall keep documents provided by the present Article in location of

its sole executive body or in other place known and accessible to shareholders of a

company.

CHAPTER 6. REORGANIZATION AND LIQUIDATION OF A COMPANY

Article 57. Reorganization of a company

1. A company can be voluntary reorganized as it should be provided in accordance

with procedure established by the Law.

Other bases and procedures of reorganization of a company shall be defined by the

Civil Code of the Republic of Tajikistan and other laws of the Republic of Tajikistan.

2. Reorganization of a company can be carried out in the form of merge, integration,

demerger, spin-off and transformation.

3. A company shall be considered as reorganized except for cases of reorganization in

the form of joining and transformation since the moment of state registration of legal

entities established as a result of reorganization. (Law No.656 dd. 29.12.10).

At reorganization of a company in the form of joining to it of another companies, a

companies participating in joining when due hereunder, simultaneously shall submit anapplication for entering of the above-mentioned data to the Uniform state register of legal

entities and individual entrepreneurs to authorities carrying out state registration. A

company shall be considered as reorganized from the moment of entering into the Uniform

state register of legal entities and individual entrepreneurs of data on termination of activity

of joined company and data on change of constituent documents of a company. (Law

No.656 dd.29.12.10).

Reorganization of a company in the form of transformation shall be considered finished

from the moment of entering into the Uniform state register of legal entities and individual

entrepreneurs of data on change of organizational and legal form of a company. (Law

No.656 dd.29.12.10).

4. The state registration of companies established as a result of reorganization and

entering of records on termination of activity of reorganized companies shall be carried out

in accordance with the procedure established by laws of the Republic of Tajikistan. (Law

No.656 dd.29.12.10).

5. A company shall be obliged to notify in writing on decision of reorganization of a

company all known creditors of a company and to publish in press where it is published

data on state registration of legal entities, a message on approved decision not later than 30

days from the date of approval of decision and also at reorganization of a company in form

of merger or integration. Thus creditors of a company within 30 days from date of

submission of notification or within 30 days from the date of publication of messages on

approved decision, shall have the right to require in written form an early terminations or

execution of corresponding obligations of a company and indemnification of losses to them.

6.- part 6 is excluded. (Law No.656 dd.29.12.10).

6. If dividing balance does not give the opportunity to define an assignee of reorganized

company, legal entities established in result of reorganization, bear joint liability on

obligations of reorganized company to its creditors.

Article 58. Merge of companies

1. Merge of companies shall be creation of a new company with transfer to it all rights

and duties of two or several companies and termination of the latter.

2. The General meeting of shareholders of each company participating in reorganization

in the form of merger shall make a decision on such reorganization on approval of contract

on merge and charter of a company established as a result of merger and also on approval

of certificate of assignment.

3. The contract on merge signed by all shareholders of a company established as the

result of merger shall be along with its charter, its constituent document and it also should

correspond to all requirements shown in the Civil Code of the Republic of Tajikistan and to

constituent contract in accordance with the Law.

4. In case of approval of decision by each company by the General meeting of

shareholders participating in reorganization in the form of merger, on such reorganization

and confirmation of contract on merger, charter of a company established as a result of

merger and assignment certificate, election of executive powers of a company created as a

result of merger, it shall be carried out on joint General meeting of shareholders of a

company participating in the merger.Terms and procedure of carrying out such General meeting shall be defined by contract

on merge. The one man executive body of a company created as a result of merge, carries

out actions connected to registration of the company.

5. At merge of companies all rights and duties of each of them shall be transferred to a

company established as a result of merge according to the assignment certificate.

Article 59. Merge of a company

1. Merge of a company shall be termination of one or several companies with

assignment of all their rights and duties to other company.

2.The General meeting of shareholders of each company participating in

reorganization in form of integration shall make a decision on such reorganization on

approval of contract on merge and the General meeting of shareholders of merged

company and also a decision on approval of assignment act.

3. Joint General meeting of shareholders of companies participating in merge shall

amend constituent documents of a company, to which it joins, connected with change of

structure of shareholders of a company, definition of amount of their shares, other changes,

provided by the contract on merge and also if necessary it settles other issues including

questions on election of bodies of a company to which it is merged. Terms and procedure of

conducting of the General meetings shall be defined by the contract on merge.

4. At merge of one company to another, the latter shall take all rights and duties of

merged company according to assignment act.

Article 60. Division of a company

1. The division of a company shall mean termination of a company with assignment

of all recognized rights and duties to newly created companies.

2. General meeting of shareholders of a company, reorganized in the form of

division, shall make a decision on such reorganization, on procedure and terms of division

of a company, establishment of new companies and approval of dividing balance.

3. Shareholders of each company, established as a result of division, shall sign the

constituent contract. The General meeting of shareholders of each company established as a

result of division shall approve the charter and select bodies of a company.

4. At division of a company all its rights and duties shall be assigned to companies

established as a result of division, according to the dividing balance.

Article 61. Company’s spin-off

1. A company’s spin-off shall mean a foundation of one or several companies with

transfer to it (them) of part of rights and duties of reorganized companies without

termination of activity of the latter.

2. General meeting of shareholders of a company reorganized in the form of spin-off,

shall make a decision on such reorganization, on procedure and terms of spin-off, on

foundation of a new company (new companies) and approval of dividing balance, shall

amend constituent documents of a company, reorganized in spin-off including changes

connected with change of structure of shareholders of a company, definition of amounts oftheir shares and other changes provided by the decision on allocation and also if necessary

settles other issues including issues on election of bodies of a company.

Shareholders of spun-off company shall sign the constituent contract. General

meeting of shareholders of spun-off company confirms its charter and selects bodies of a

company.

If only shareholder of spun-off company is a reorganized company, the General

meeting of the latter shall make a decision on reorganization of a company in the form of

spin-off, in accordance with procedure and terms and it also approve a charter of spun-off

company and divided balance, it selects bodies of spun-off company.

3. At spinning off from a company one or several companies, each of them shall be

passed a part of rights and duties of reorganized company in conformity with divided

balance.

Article 62. Transformation of a company

1. A company shall have the right to be transformed into joint-stock company, a

company with additional responsibility or production co-operative.

2. The General meeting of shareholders of a company, reorganized in form of

transformation, shall make a decision on such reorganization, according to procedure and

terms of transformation, procedure of exchange of shares of shareholders of a company into

shares of joint-stock company, shares of shareholders of a company with additional

responsibility or shares of members of production co-operative, on approval of charter of

joint-stock company created as a result of transformation, company with additional

responsibility or production co-operative and also on approval of assignment act.

3. Shareholders of legal entity founded as a result of transformation, shall make a

decision on election of its bodies according to requirements of the laws of the Republic of

Tajikistan on such legal entities and also charge corresponding body to carry out actions

connected with entering data on change of organizational and legal form of legal entity to

the Uniform state register of legal entities and individual entrepreneurs. (Law No.656 dd.

29.12.10).

4. At transformation of a company, a legal body founded in the result of

transformation, shall poses all rights and duties of reorganized of a company according to

assignment act.

Article 63. Liquidation of a company

1. A company can be liquidated voluntary in accordance with the procedure set in

the Civil Code of the Republic of Tajikistan taking into account present requirements of the

Law and charter of a company. A company can be liquidated also by decision of a court on

the bases provided by the Civil Code of the Republic of Tajikistan.

The liquidation of a company involves its termination without transfer of rights and

duties as assignment to other persons.

2. A decision of the General meeting of shareholders of a company on voluntary

liquidation of a company and appointment of liquidation commission shall be made by the

suggestion of the Board of Directors (Supervisory Board) of a company, executive body or

shareholder of a company.3. Part 3 is excluded; (Law No.656 dd.29.12.10).

3. In case if a shareholder of a liquidated company is the Republic of Tajikistan, in the

structure of liquidation commission there be representative of government authorities on

management of state property, specialized institution carrying out a sale of state property,

authorities on management of state property of the republic or local authorities. At default

of the given requirement the authorities, which has carried out a state registration of a

company, shall have no right to give consent on appointment of liquidation commission.

4. The procedure of liquidation of a company shall be defined by the Civil Code of

the Republic of Tajikistan and other laws of the Republic of Tajikistan.

Article 64. Distribution of property of a liquidated company between its

shareholders

1. A property remained after the end of settlements with creditors of liquidated

company shall be distributed by the liquidation commission between shareholders of a

company in the following order:

- First of all the payment to shareholders of a company shall be paid from part of

distributed but non-paid profit;

- In the second turn a distribution of property of liquidated company shall be carried

out between shareholders of a company proportionally to their shares in the authorized

capital of company.

2. Requirements of each item shall be met after full satisfaction of requirements of the

previous item. If a property available for company is not enough for payment of distributed

but non-paid part of profit, a property of company shall be distributed between its

shareholders proportionally to their shares in the authorized capital of a company.

E.Sh.Rahmon

PRESIDENT

REPUBLIC OF TAJIKISTAN

Dushanbe , May 10, 2002, No.53