Bishkek March 27, 2003, # 64
THE LAW OF THE KYRGYZ REPUBLIC
On Joint Stock Companies
Chapter I. General Provisions
Chapter II. Creation and Liquidation of a Company
Chapter III. Capital of the Company. Shares, Bonds and Other Securities of the Company
Chapter IV. Dividends of the Company
Chapter V. The Register of Shareholders of the Company
Chapter VI. Management of the Company
Chapter VII. Purchase and Repayment of the Placed Shares by the Company
Chapter VIII. Large Transactions
Chapter IX. Interest in Fulfillment of the Transaction by the Company
Chapter X. The Account And The Reporting, Documents Of The Company. The Information on the Company
Chapter XI. Final Provisions
Article 1. Sphere of Application of This Law
1. This Law determines order of creation and a legal status of joint-stock companies, rights and duties of their shareholders, and also provides protection of rights and interests of shareholders.
2. This Law shall be extended to all joint-stock companies having been created or being created on the territory of the Kyrgyz Republic , unless otherwise is established by this Law.
The specifics of the legal status of joint stock companies created on the basis of the Toktogul hydro power stations and high-voltage transmission facilities with voltage of 110 kWt and above with all their substations shall also be established by the legislation on a special status of these enterprises.
3. The state body regulating corporate legal relations, following from this Law, is the authorized state body of the Kyrgyz Republic regulating the securities market.
4. Minimal size of authorized capital, specifics of its formation and use, a legal regime of property, and specifics of the activity of management bodies, restrictions of economic activities of joint-stock companies in spheres of banking, investment and insurance activity in line with this Law are established by special legislative acts.
Article 2. Basic Concepts Used in This Law
In this Law the following basic concepts are used:
Share - is a security certifying right of its holder (shareholder) to receive part of profit of a joint-stock company as dividends, to participate in administrative management of the joint-stock company and to part of the property remained after its winding-up;
Shareholder - is a natural person or legal entity owning even one share of a company, giving to him a mandatory right to property of joint-stock company and possessing in this connection rights and duties established by this Law and the legislation of the Kyrgyz Republic;
Affiliated person - any natural person or legal entity except for state bodies which are carrying out control over the activity of this person within the powers given to him) who shall have the right directly and (or) indirectly to make decisions and (or) to influence decisions adopted by the company, including by virtue of a contract or other transaction, and also any natural person or legal entity whom the company has such right to. Without fail its officials, shareholders owning five and more percent of its voting shares are considered as affiliated persons of the joint-stock company.
Dividends - a part of distributive income (profit) of the joint-stock company, received by a shareholder as an income from shares of this company belonging to him.
The closed company - a joint-stock company, which shares are placed and circulate only among its participants or other preliminarily established range of persons;
Closed placement of shares and securities of the Company convertible into shares - placement of shares and the securities of the Company into shares, among beforehand known limited circle of persons without carrying out of an advertising company;
Convertible security - is a security, which has been issued by a joint-stock company, which is subject to exchange for a security of other kind of this joint-stock company under conditions established at issuance of the convertible security;
Cumulative voting - a way of voting at which the number of votes for each share participating in voting, is equal to the general number of members of the corporate management of the Company;
Independent register holder - is a professional participant of the securities market who is carrying out activity on maintenance and deposit of a register of owners of registered securities;
Open company - is a joint-stock company which shareholders can alienate shares belonging to them without the consent of other shareholders of this company; Repayment of bonds - is repayment by the joint-stock company of bonds earlier issued at a face value or their converting into a share of this joint-stock company according to the legislation of the Kyrgyz Republic;
Public placement of shares and securities of the Company, convertible into shares - placement of the Company's shares and securities, convertible into shares, among the wide range of persons, list and number of which cannot be identified beforehand, by means of public announcement, advertisement campaign, auctions;
Placed shares - shares owned by shareholders;
Authorized capital is capital of the Company at the moment of its establishment the minimal size of which is established by this Law.
Article 3. A Legal Status of the Joint-Stock Company
1. A Joint-stock company (hereinafter - the Company) is a legal entity engaged in the activity with purpose to receive profit and involving funds by issuance and placement of shares. The company shall be obliged to issue shares which price is expressed in the national currency of the Kyrgyz Republic , irrespective of a form of investment made.
The Company shall have the right to issue other securities in the order established by legislation of the Kyrgyz Republic .
The shareholders are not responsible for obligations of the Company and incur the risk of losses connected to its activity, within limits of cost of shares belonging to them.
The state and its bodies are not responsible for responsibilities of the Company, as well as the Company shall not be responsible for liabilities of the state and its bodies.
2. The Company shall have a detached property, which is included in its independent balance, and can purchase and realize property and personal non-property rights on its own name, perform duties, to be a claimant and a respondent in court.
The Company shall bear responsibility for liabilities by all the property belonging to it. The Company shall not be responsible for obligations of shareholders.
3. The company shall have civil rights and duties necessary for realization of any kinds of activity, not prohibited by laws. The company can be engaged in separate kinds of activity the list of which is established by laws, only on the basis of a special license.
4. A right to pawn shares of the Company cannot be limited or excluded by provisions of the Company's by-law. The shareholder shall have the right of vote on the share pawned by him unless otherwise is stipulated by the pledge agreement. Specifics of pawning of shares of separate types of joint-stock companies shall be regulated by special legal acts.
5. The Company shall be prohibited to receive shares issued by it as a pledge.
6. The Company shall be considered as formed as a legal entity from the moment of its state registration in order established by legislation of the Kyrgyz Republic . The Company shall be created without restriction of the term of activity unless otherwise is established by its charter.
7. The Company shall have the right to open bank accounts on the territory of the Kyrgyz Republic and outside according to the established procedure.
8. The Company should have a seal with its name in the Kyrgyz and Russian languages. The seal of the Company can also contain its name in any foreign language and language of nations living in the Kyrgyz Republic . Besides the Company's name, the seal of the Company can contain other properties stipulated by legislation of the Kyrgyz Republic .
The Company shall have a right to have stamps and forms with its name, own emblem, and also the trademark registered in accordance with established procedure and other means of visual identification.
9. The Company shall have the right to open branches and representations and to create affiliated societies in the order established by legislation of the Kyrgyz Republic .
Article 4. Name and Location of the Company
1. The Company shall have a unique name, which should contain indication of its organizational and legal form and type (closed or open) and character of its activity.
The Company shall be obliged to have the full and abbreviated names in the Kyrgyz and Russian languages and have the right to full and abbreviated names in foreign languages and languages of nations living in the Kyrgyz Republic .
The Company, the unique name of which is registered in the order established by normative legal acts of the Kyrgyz Republic , shall have the exclusive right of its use.
2. Location of the Company shall be established by a place of its state registration unless otherwise is established by charter according to other laws.
3. The Company should have the post address through which communication is carried out with it, and shall be obliged to notify the state body on registration of legal entities, and also bodies which have carried out registration of releases of securities of the Company, about change of the post address.
Article 5. Branches and Representations of the Company
1. The Company can create branches and open representative offices on the territory of the Kyrgyz Republic in compliance with the requirements of this Law and other laws.
Besides, branches and representations outside the territory of the Kyrgyz Republic shall be created by the Company according to the legislation of the foreign state in the location of branches and representative office unless otherwise is stipulated by the ratified international treaty of the Kyrgyz Republic.
2. The branch and representative office shall not be legal entities; they shall operate on the basis of the provision approved by the Company. The branch and representative office shall be provided by the Company creating them with the property accounted both on their separate balances and on the balance of the Company.
Heads of the branch and representative office shall be appointed by the Company and shall operate on the basis of a power of attorney issued by the Company.
3. The branch and representative office shall be engaged in the activity on behalf of the Company which has created them. The Company which has created the branch and representative office shall bear responsibility for their activity.
Article 6. Affiliated and Dependent Companies
1. The Company can have affiliated and dependent companies on the territory of the Kyrgyz Republic with a right of a legal person, created according to this Law and other laws, and outside the territory of the Kyrgyz Republic - according to the legislation of a foreign state where the affiliated or dependent companies are located unless otherwise is stipulated by the international treaty ratified by the Kyrgyz Republic.
2. A company shall be recognized as affiliated if the other (main) economic company (association) has an opportunity to consider the decisions adopted by such a company by virtue of prevailing participation in its capital, or according to the contract concluded by them, or otherwise.
3.An affiliated company shall not be responsible for liabilities of the main company (association).
The main company (association) which according a contract has a right to give instructions to an affiliated company which would be obligatory for the latter, they are jointly with an affiliated company responsible for transactions made by the latter in the performance of such instructions.
In case of bankruptcy (inconsistency) of an affiliated company because through the fault of the main company (association) the latter shall be joint responsibility its liabilities. Bankruptcy (inconsistency) of an affiliated company shall be considered as happened through the fault of the main company (association) only in a case when the main company (association) used the specified right and (or) opportunity for the action to be undertaken by an affiliated company, deliberately knowing, that will result in bankruptcy (inconsistency) of an affiliated company.
Shareholders (participants) of an affiliated company shall have a right to demand compensation from the main company (association) for losses caused to an affiliated company through its fault. Losses shall be considered as caused by the main company (association) only in a case that the main company (association) used a right and (or) an opportunity available to it for undertaking action by an affiliated company, deliberately knowing, that the affiliated company will suffer losses.
4. The company shall be recognized dependent if other participating company has more than 20 percent of its voting shares. The Company that has got more than 20 percent of voting shares of the other company, shall be obliged to publish data on it immediately in the order determined by authorized state body of the Kyrgyz Republic , regulating the securities market.
Article 7. The Open and Closed Companies
1. The Company can be open or closed, which is specified in its charter and the Company's name.
2. The open company shall have a right to make public placement of shares issued by it and to realize its free sale according to requirements of this Law and other normative legal acts of the Kyrgyz Republic . The charter cannot include provisions restricting free sale of shares.
The number of shareholders of an open company shall not be limited.
In case of transformation of the closed joint-stock company to an open company, limiting a statute, effective at a closed company shall not be valid in the open joint-stock company.
3. The closed company shall have no right to make public placement of the issued shares, or otherwise to offer them for sale to unlimited range of persons.
The number of shareholders of the closed company should not exceed fifty.
In case the number of shareholders of a closed company exceeds the limits established by this article, the specified company should be transformed into the open one within one year. If the number of its shareholders decreases, the Company shall be subject to liquidation in the judicial order.
4. Shareholders of the closed joint-stock company shall have the preemptive right to purchase shares sold by other shareholders of this company.
If any shareholders does not take advantage of the preemptive right within five days from the date of the notice or in other term stipulated by the charter of the Company, or agreement is not reached on its price the joint-stock company shall have the right to buy these shares itself at the price coordinated with its proprietor. In case if the joint-stock company refuses to purchase shares or failure to reach agreement on the price the shares may be offered to any third party. The price of the offer to the third party cannot be lower than the offer to shareholders and the Company. Otherwise the transaction can be recognized as void.
5. When the closed joint stock company's shares are pledged and subsequently the pawnbroker imposes penalties rules of point 4 of this Article shall accordingly apply. However, the pawnbroker shall have the keep the shares instead of alienating them to the third party.
6. Shares of the closed company shall be transferred to successors of the natural person or assignees of the legal entity who is the shareholder according to legislation of the Kyrgyz Republic .
7. The companies, which founders are the authorized bodies of the Kyrgyz Republic in cases established by laws, can be only open.
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Chapter II
Creation and Liquidation of a Company
Article 8. Creation of a Company
A company can be created by establishment or reorganization of the existing legal entity (merge, division, allocation or transformation).
A company shall be considered as created and is a legal entity from the moment of its state registration according to the legislation of the Kyrgyz Republic . At establishment of a joint-stock company all its shares should be distributed among founders. The constituent share issue of the Company should be registered in the authorized state body of the Kyrgyz Republic regulating the securities market according to order established by legislation.
Article 9. Establishment of a Company
1. Formation of a company by establishment is carried out at the decision of founders (founder).
Founders of a company conclude among themselves a notary-certified written constituent contract on its creation, establishing the procedure implementation of joint activity by them on establishment of the Company, size of the capital of the Company, category and types of shares subject to placement among founders, size and order of their payment, rights, obligations and responsibility of founders on creation of the Company. In case of establishment of the Company by one person the decision on its establishment shall be adopted by this person individually.
2. At the constituent assembly the founders shall approve the charter, management bodies are elected. The constituent contract on creation of the Company shall come into effect from the moment of its signing and operates till the moment of registration of results of constituent release of shares with the authorized state body of the Kyrgyz Republic regulating the securities market.
Article 10. Founders of the Company
1. Founders of the Company are natural persons and (or) the legal entities who have adopted a decision on its establishment.
State bodies and local self-government bodies cannot act as founders of a company unless otherwise is established by law.
2. The number of founders of an open company shall not be limited. The number of founders of the closed company cannot exceed fifty.
3. Founders of the Company shall have joint responsibility for liabilities related to its creation and arising before the state registration of the given company.
Article 11. Charter of the Company
1. The charter of the Company is the constituent document of the Company. Provisions of the charter should comply with the legislation of the Kyrgyz Republic .
2. Requirements of the charter of the Company are obligatory for execution by all bodies of the Company and its shareholders.
3. The charter of the Company should contain the following data:
- full and abbreviated unique names of the Company;
- location of the Company;
- type of the Company (open or closed);
- amount, categories (simple, preference) of shares placed by the Company;
- rights of shareholders - owners of shares of each category;
- the size of the authorized capital of the Company;
- structure and competence of the management bodies of the Company and the order of adoption of decisions by them;
- the order of preparation and holding of the general meeting of shareholders.
The charter of the Company may contain other provisions which doe not contradict the legislation of the Kyrgyz Republic .
4. The charter of the Company shall be modified and supplemented or the charter of the Company shall be approved at the decision of general meeting of shareholders. Amendments and supplements brought in the charter of the Company or the charter of the Company in a new wording are subject to the state registration in the order stipulated by legislation of the Kyrgyz Republic .
Adopted by the general meeting of shareholders the decisions on modification in the charter of the Company should not contradict the legislation of the Kyrgyz Republic .
The charter of the Company cannot establish the provisions worsening the rights of shareholders.
5. Any person shall have the right to get familiarized with the charter of the Company. The company shall be obliged to give him an opportunity to get familiarized with the charter and to provide him with a copy of the existing charter of the Company for payment, which should not exceed expenses for its production.
Article 12. Reorganization of the Company
1. The company can be reorganized voluntarily in the order stipulated by this Law, or at the decision of court in the order stipulated by legislation of the Kyrgyz Republic .
2. The company can be reorganized in the form of consolidation, joining, division, detachment and transformation.
At division (detachment) the organizational - legal form of all assignees of a reorganized company should coincide with its organizational - legal form, which existed before decision-making on reorganization.
The transformed company can have the form of the Company with limited liability and (or) a cooperative company created in the form of a commercial organization.
3. The company shall be considered as reorganized, except for cases of reorganization in the form of joining, from the moment of the state registration of newly created legal entities.
At reorganization of the Company by joining to another company the first of them shall be considered as reorganized from moment when the state registration body makes a record of termination of the activity of the joined company in the common state register of legal entities.
4. The state registration of companies newly arising as a result of reorganization and entering of record about termination of activity of the reorganized companies shall be implemented in the order established by legislation of the Kyrgyz Republic .
5. Reorganization of the Company shall be made not earlier than two-month period after publication of the information thereon in an official press. Creditors shall have the right within two months from the moment of publication of the information on reorganization of the Company to put a requirement to the Company to terminate its activity and to execute corresponding liabilities, and the Company shall be obliged to meet their requirements.
6. The company shall not be subject to reorganization if it results in decrease of the authorized capital of the reorganized company, established by this Law and other normative legal acts of the Kyrgyz Republic .
7. At reorganization of the Company no exchange of its simple and preference shares convertible into simple ones according to the prospectus of their issue, for property or other property rights shall be allowed.
8. The contract on the consolidation and the transfer act at consolidation, the minutes of the meeting in which the decision on division or detachment is made, and the dividing balance at division and detachment shall be the documents replacing the constituent agreement of the newly arising facilities.
Article 13. Consolidation of companies
1. An action, as a result of which a new company occurs by means of transfer of all rights and duties of two or several companies to it with termination of activity of the latter, shall be recognized as consolidation.
Consolidation of the companies shall be carried by joining up of their property and consolidation of their balances with subsequent replacement of shares of companies involved in consolidation, shares of the newly created company.
2. Companies participating in the consolidation conclude an agreement on consolidation, which will establish the following:
- order and conditions of consolidation;
- order of conversion of shares of each company into the share and (or) other securities of a new company.
Board of Directors or executive body (if the Company implements the activity without formation of a Board of Directors) of each company participating in consolidation shall submit an issue of reorganization in the form of consolidation and approval of the agreement on consolidation and the transfer act to the general meeting for discussion.
3. The charter shall be approved and elections for the newly arising company shall be held at the joint general meeting of shareholders of the Company, participating in consolidation. The voting procedure at the joint general meeting of shareholders shall be determined by the contract on consolidation of companies.
4. At consolidation of companies all rights and duties of each of them are transferred to a newly formed company according to the transfer act.
5. The joint-stock company shall have the right to carry out consolidation with the Company with limited liability and(or) the cooperative company created in the form of a commercial organization unless otherwise is established by the legislation. In case of consolidation of the joint-stock company with the Company with limited liability and(or) a cooperative company, created in the form of the commercial organization, the Company formed as a result of such consolidation may be only a joint stock company.
Article 14. Merge of the Company
1. Action as a result of which there is termination of activity of one or several companies with transfer of all their rights and liabilities to other company shall be considered as merge.
The companies shall be merged by unification of their property and consolidation of their balances with subsequent replacement of shares of the companies involved in the merge, shares of the Company, which continues to exist.
2. A joined company and the Company, to which it is attached, shall conclude the contract on joining in which the following are established:
- the order and conditions of joining;
- the order of conversion of shares of the joined company into the share and(or) other securities of the Company, to which the Company is merged.
Board of Directors or en executive body (if the Company implements the activity without formation of a Board of Directors) each company submits an issue of reorganization in the form of merge and on approval of the contract on the merge to general meeting of shareholders of the Company for discussion. Board of Directors or an executive body if the Company implements the activity without formation of a Board of Directors) attached company also submits an issue of approval of the transfer act for consideration by general meeting of shareholders.
3. At merging of one company to another to the later takes over all rights and duties of a merged company according to the transfer act.
4. A company with limited liabilities and(or) a cooperative company created in the forma of a commercial organization unless otherwise is stipulated by legislation of the Kyrgyz Republic .
The joint-stock company has no right to merge to an economic company or the Company with organizational - legal form other, than a joint-stock company.
Article 15. Division of the Company
1. Action as a result of which there is termination of activity of the Company to transfer all of its rights and duties to newly created companies shall be considered as division of the Company.
2. Board of Directors or the executive body of a reorganized company ( if the Company carries out activity without formation of Board of Directors) shall submit the following items for consideration of the general meeting of shareholders:
- about reorganization of the Company in the form of division;
- about the order and conditions of reorganization;
- about creation of new companies and the order of conversion of shares of a reorganized company into shares and(or) other securities of newly formed companies.
3. At reorganization of the Company by division the capital of the newly created companies shall be distributed among shareholders proportionally to their shares available in the reorganized company.
4. The general meeting shareholders of a reorganized company makes a decision on reorganization of the Company in the form of division, creation of new companies and the order of conversion of shares of the reorganized company into the shares and(or) other securities of newly formed companies.
General meeting of shareholders of each newly create company makes a decision on approval of its charter and election of the management.
Article 16. Detachment of the Company
1. Detachment of the Company shall be an action as a result of which there is a creation of one or several companies with transfer of part of the rights and liabilities of a reorganized company according to the dividing balance without termination of the activity of the latter.
2. Board of Directors or the executive body (if the Company carries out activity without formation of Board of Directors) of the reorganized company shall submit the following items to the general meeting of shareholders for consideration:
- reorganization of the Company in the form of detachment;
- order and conditions of detachment;
- creation of a new company and the order of conversion of shares of the Company into shares and (or) other securities of the detached company;
- approval of the dividing balance.
3. At reorganization of the Company by means of detachment of shareholders of the reorganized company purchases shares of the capital in the detached companies proportionally to their shares available in the capital of the reorganized company.
Article 17. Reformation of the Company
1. The company shall have the right to be reformed to the Company with limited liability or into a cooperative company created in the form of a commercial organization with observance of the requirements established by the legislation of the Kyrgyz Republic .
2. Board of Directors or an executive body (if the Company implements the activity without formation of a Board of Directors) of the reformed company shall adopt a decision of the general meeting of shareholders on reformation of the Company, order and conditions of reformation, order of exchange of shares of the Company for deposits of participants of the Company with limited liability or shares of members of a cooperative company created in the form of a commercial organization.
3. A general meeting of shareholders of the reformed company shall make decision on reformation of the Company, the order and conditions of reformation, the order of an exchange of shares of the Company for deposits of participants of the Company with limited liability or share of members of cooperative company created in the form of the commercial organization. Participants of the new legal entity created at reformation shall make a decision on approval of its constituent documents and election of the management board according to requirements of laws of the Kyrgyz Republic on these organizations.
4. At reformation of the Company the newly created legal entity shall take over all rights and liabilities of the reformed company according to the transfer act.
Article 18. Liquidation of the Company
1. The company can be liquidated on the voluntary basis in the order established by legislation of the Kyrgyz Republic , in view of requirements of this Law and the charter of the Company.
The company can be liquidated at the decision of court on the bases stipulated by the legislation of the Kyrgyz Republic .
Liquidation of the Company entails termination of its activity without transition of the rights and liabilities by way of assignment to other persons.
The order of liquidation, and also the order of sequence of payments to creditors are carried out by the Company according to the Civil code of the Kyrgyz Republic and the legislation on bankruptcy.
2. In case of voluntary liquidation of a solvent company Board of Directors or an executive body (if the Company implements the activity without formation of Board of Directors) of the liquidated company shall submit the issue of liquidation of the Company and formation of the liquidation commission to the general meeting of shareholders for discussion.
General meeting of shareholders of the voluntarily liquidated company shall make a decision on liquidation of the Company and assignment of the liquidation commission.
3. From the moment of assignment of the liquidation commission it shall take over all powers of administration of the Company. The liquidation commission shall act in court on behalf of the liquidation company.
Article 19. Distribution of Property of the Company Liquidated in the Voluntary Order Between Shareholders
1. The property of the liquidated company remaining after settlement with creditors of the Company shall be distributed by the liquidation commission between shareholders in the following sequence:
First of all the liquidation cost on preference shares shall be estimated;
Secondly, property of the liquidated company shall be distributed among shareholders - owners of simple shares.
2. Distribution of property of each shift shall be carried out after full distribution of property of the previous shift. If there is not enough property available at the Company for distribution among shareholders of one shift the property shall distributed among shareholders of this shift proportionally to the amount of shares owned by them.
3. In case of stage-by-stage receipt of funds as a result of sale of property their distribution to shareholders of a certain shift shall be made proportionally to the amount of shares owned by them.
Article 20. End of Liquidation of the Company
Liquidation of the Company shall be considered completed, and the Company shall be considered cancelled from the moment when certain record is made in the uniform state register of legal persons.
Chapter III
Capital of the Company
Shares, Bonds And Other Securities Of The Company
Article 21. Capital of the Company
Capital of the Company is made assets of the Company less its liabilities.
The authorized capital should be completely paid at the moment of establishment of the Company and there cannot be less than one thousand minimal monthly salary.
Article 22. Shares of the Company
1. Shares issued by the Company can be simple and preference. Amount of the placed preference shares should not exceed 25 percent of the number of all shares of the Company.
2. All shares of the Company shall be nominal and shall be issued in the paperless form.
3. The company shall be obliged no later than one month from the moment of its state registration as a legal entity to make registration of a constituent share issue in the authorized state body of the Kyrgyz Republic , regulating the securities market.
4. The company shall issue additional shares after registration of results of placement of the previous release of shares.
The share shall be placed in the order established by the decision to issue securities.
5. If in joint stock companies formed in process of denationalization and privatization the allocation of shares transferred to the company for further distribution among labor staff of the company has not been carried out properly the authorized state body of the Kyrgyz Republic on privatization shall return these shares to the state for repeated re-distribution within 1 month from the moment of identification of such violation.
Article 23. Increase of the Number of Outstanding Shares
1. The company shall have a right at decision of the general meeting of shareholders to increase the number of outstanding shares by issue of additional shares or breaking of the placed shares into pieces.
2. By the decision to increase the number of outstanding shares of the Company, terms and conditions of their placement, including the order of placement and the order of establishment of the price of additional shares of the Company for the shareholders who has the preemptive right to purchase the placed shares according to the charter of the Company, shall be established.
3. The joint-stock companies created as a result of privatization and denationalization in case of additional issue shall be obliged to re-register the authorized capital of the Company in favor of increase in case of occurrence of a positive difference of the balance cost of fixed assets included in the authorized capital of a constituent share issue for the sum of after-estimation of balance cost with simultaneous increase of a share of owners of shares of constituent release for their regenerative cost. The joint-stock companies, which have registered additional issue shall be obliged within 1 year after enforcement of the given Law, to make after estimation of the balance cost with simultaneous increase in a share of owners of shares of constituent release for their regenerative cost.
The shareholders owning shares of the subsequent issues, shall have the right within one year from the moment of registration of increase the authorized capital to make additional investments to bring its share to the position corresponding to the structure of the Company up to the given increase of the authorized capital.
The increase of the authorized capital in connection with reassessment of fixed assets shall be made by increase in a nominal value of shares for a total cost of increase in the authorized capital.
Otherwise shares of the shareholders owning shares of the subsequent issues shall be subject to recalculation in conformity with really paid part of the authorized capital.
Thus, the quorum and calculation of votes on general meetings of shareholders shall be accounted on actually paid shares.
Article 24. Reduction of the Number of Outstanding Shares of the Company
1. The company shall have the right at decision of the general meeting of shareholders to reduce the number of paid shares by purchase of part of shares or by their consolidation by the Company.
2. The company shall have the right to purchase shares in the secondary market for maintenance of their liquidity for the term of no more than one year. The shares purchased by the Company for the specified purpose, shall have no vote at the general meeting of shareholders.
The company shall be obliged to place the purchased shares for the term not exceeding one year otherwise it will be obliged to cancel them.
3. For separate kinds of companies the legislation of the Kyrgyz Republic can stipulate other order of reduction of amount of outstanding shares.
Article 25. Rights of Shareholders - Owners of Simple Shares of the Company
1. Each simple share of the Company shall give the shareholder, its owner, equal number of rights:
2. The shareholder shall have the following property rights:
a) to receive part of the revenues (dividends) from activity of the Company;
b) to receive part of the Company's property in case of its liquidation;
c) to bequeath all shares or part of them to their citizens, legal persons, the state or local self-government bodies;
d) to sell or otherwise transfer shares or their part to the property of other citizens or to legal persons in view of characteristics established by Article 7 of this Law for closed joint-stock companies;
e) to transfer shares or part of them to pledge or to trust management to other citizens or legal entities.
f) according to the charter of the Company to get shares issued by joint-stock company in the primary order.
3. The shareholder has the following non-property rights:
a) to participate in an administrative office of joint-stock company in the order established by this Law and according to the charter of the Company;
b) to participate in meetings of shareholders with the right to vote;
c) to submit proposals on the agenda of general meeting of shareholders;
d) to protect his/her rights in the judicial proceedings;
e) to challenge the decisions made by the Company within one year from the moment when this decision is made;
f) to challenge in the judicial proceeding the validity of issue within 2 months from the moment of state registration of the issue of shares by the authorized state body of the Kyrgyz Republic regulating the securities market;
g) to receive the information on activity of the Company in the order stipulated by this Law and the charter of the Company.
4. According to the legislation of the Kyrgyz Republic and the charter of the Company the shareholder can have both other property and non-property rights.
5. Anybody, including court has no right to limit the right of shareholders to participate in general meetings shareholders and voting at the general meeting of shareholders on issues of implementation of rights of shareholders (on voting, on alienation of shares).
Article 26. Rights of Shareholders - Owners of Preference Shares of the Company
1. Shareholders - owners of preference shares of the Company have no vote on general meeting of shareholders if this Law or the charter of the Company does not establish otherwise. Preference shares give the shareholders, their owners, equal rights.
2. In the decision to issue preference shares the size of the dividend and the order of definition of the cost paid at liquidation of the Company (liquidation cost) on the preference shares should be established. The size of the dividends and liquidation cost shall be fixed amounts. The size of the dividends and liquidation cost on preference shares shall be considered as established if the charter of the Company establishes the order of their establishment.
The charter of the Company can establish, that unpaid or partially paid dividends on preference shares shall be accumulated and paid subsequently (preference shares).
The charter of the Company can also determine an opportunity and conditions of conversion of preference shares into simple shares.
3. Shareholders - owners of preference shares participate in general meeting shareholders with a vote at the decision of questions on reorganization and liquidation of the Company.
Shareholders - owners of preference shares purchase a vote at the decision-making process at the general meeting of shareholders on issues of modification and additions in the charter of the Company, limiting the rights of shareholders, owners of preference shares, including cases of reduction of the size of the dividend and (or) reduction of the liquidation cost, paid on preference shares.
4. Shareholders - owners of preference shares purchase a vote on general meeting of shareholders on all issues under its competence, since the meeting following annual general meeting of shareholders on which the decision on payment of dividends was not adopted or the decision was made to make partial payment of dividends on preference shares. The right of shareholders - owners of preference shares to participate in the general meeting shareholders shall stop from the moment of payment of all accumulated dividends on the specified shares in the full size.
5. The shareholder - the owner of preference shares shall have the rights established in sub items besides the listed rights: c, d, e, f of point 2, sub items a, d, e, f of point 3 of article 25 of this Law.
Article 27. Bonds and Other Securities of the Company
1. According to the charter the Company shall have the right to issue bonds and other securities stipulated by the legislation of the Kyrgyz Republic on securities.
2. The company shall release bonds and other securities at the decision of general meeting of shareholders of the Company.
3. The decision on release of bonds should establish the volume of release, the order of placement, terms and other conditions of repayment. Bonds can be issued in the documentary or paperless form.
The company can issue bonds with a single time term of repayment or the bond with term of repayment by series within the established terms.
The bonds can be repaid in the monetary form or other property according to the decision on their release.
Release of bonds by the Company shall be allowed for the amount not exceeding the size of own capital.
The company shall have the right to cause an opportunity of prescheduled repayment of bonds at the request of their owners. Thus in the decision on release of bonds cost of repayment and term should be determined, not earlier which they can be stated to prescheduled repayment.
Article 28. Payment of Shares and Other Securities of the Company
1. The joint-stock company is obliged no later than three months from the moment of its state registration in judicial authorities to make registration of a constituent share issue in the authorized state body of the Kyrgyz Republic regulating the securities market.
The additional share issue of the Company should be paid within the term established according to the decision on its issue, but no later than one year from the moment of its placement. The company shall have no right to issue additional shares before registration of results of the previous share issue.
The company shall have the right to begin placement of shares issued by it only after registration of their release. The funds received from placement of shares, are kept on the accumulative account. According to the legislation of the Kyrgyz Republic on securities the Company shall not be allowed to use the funds gained from placement of shares before expiration of the term of subscription and registration of the report on results of the share issue.
The amount of placed shares and the securities convertible in the share should not exceed the amount specified in constituent documents and the decision on release of securities.
2. Payment of shares and other securities of the Company can be performed in money, securities, other things or property rights or other rights having monetary valuation. The form of payment of shares of the Company at its foundation shall be established by the constituent contract or the charter of the Company, as well as additional shares and other securities - by decision to issues securities. The shareholder shall not be exempted from payment of shares, including by offset of requirements to the joint-stock company.
Only money resources can be used for payment for shares of additional releases which placement is accompanied by their public offer.
No return of funds received from placement of shares of completed issue to the shareholder shall be allowed, except for by repayment of shares, in the order established by the present Law.
3. Payment of additional shares issues and securities convertible into shares of the Company shall be performed at the price of placement, established by Board of Directors of the Company on the basis of the market cost at the moment of the beginning of placement.
The company shall have the right to place shares at the price below their prices of placement in the following cases:
- realization by owners of simple shares of the Company of the preemptive right of purchase - at the price which cannot be lower than 90 percent from the price of placement of simple shares;
- placement of additional shares with participation of the underwriter at the price which cannot be lower than their price of placement more than a rate of reward of the underwriter, established in percentage proportion to the price of placement of such shares.
4. The open company shall have the right to carry out both public and closed placement of additional share issues and the securities of the Company convertible in the shares.
The closed company shall have no right to carry out public placement of shares and the securities of the Company convertible in the shares.
Additional share issues by means of conversion of securities convertible into the shares shall be placed in the order established by the decision to release such securities, convertible into the shares.
5. The monetary assessment of the property brought as payment for shares in foundation of the Company, is made under agreement between the founders. Its founders make payments for shares of the Company at the price established by the constituent contract.
If the cost of shares of the Company purchased in such a way makes more than two hundred minimal monthly salaries established by the legislation of the Kyrgyz Republic the monetary assessment by the independent appraiser of the property brought in payment for shares and other securities of the Company shall be necessary. The charter of the Company may contain restrictions on kinds of property by which shares can be paid.
6. In a case if the Company has not placed the issued shares within the terms established by point 1 of this Article, at the next general meeting of shareholders the decision should be made to reduce the number of outstanding shares of the Company.
Article 29. Maintenance of the Rights of Shareholders in Placement of Shares and the Securities of the Company Convertible into Shares
1. In case of public placement by the Company of shares and the securities convertible in the shares, the charter of the Company can stipulate, that shareholders - owners of shares of the Company shall have the preemptive right to purchase these securities in the amount proportional to the number of the Company's shares belonging to them.
The preemptive right of purchase of shares and securities convertible into shares, additional release, belongs to the shareholders who have purchased the shares not later than 40 prior to the date of their placement.
Not less than 20 days prior to a date of beginning of placement of shares by the Company and the securities convertible into the shares, registered letters should be sent to the shareholders having the preemptive right of their purchase, and also the information should be published in press. The message directed by the registered letter and published in press, should contain the following:
- name of the joint-stock company;
- date of placement of an additional share issue or the securities convertible into shares;
- number and the price of placement of shares or securities convertible into the shares, which the shareholder shall have the right to purchase;
- order of their purchase;
- date of expiration of the preemptive right to purchase the placed additional shares or the securities convertible in the shares.
2. The shareholder shall have the right to fully or partially realize his/her preemptive right by submitting a written statement about purchase of shares and the securities convertible into shares to the Company. Such statement should contain the following:
- name and residence (location) of the shareholder;
- number of securities purchased by it;
- the document certifying payment for securities.
The specified statement should be directed to the Company no later than the date, preceding the date of expiration of the preemptive right to purchase the placed additional shares and securities convertible into shares.
In case if the Company carries out public placement of shares and the securities convertible into shares, the shareholder shall have the right to concede his/her preemptive right to purchase shares and securities convertible into shares to any person.
3. The decision not to use the preemptive right to purchase shares and securities convertible into shares, in case of their public placement, and also on validity of such decision shall be adopted by the general meeting of shareholders.
The decision not to use the preemptive right to purchase shares and securities that have been issued by the Company shall be valid during the term established by the decision of general meeting of shareholders, but no more than one year from the moment of adoption of such decision.
Article 30. Funds of the Company
The company shall have the right to create funds. The applicability, the order of formation and the sizes of created funds shall be established by the charter of the Company or the decision of general meeting of shareholders. Funds of the Company shall be created only from the net profit of the Company.
Chapter IV
Dividends of the Company
Article 31. The Order Of Payment Of Dividends By The Company
1. The company shall have the right to make a decision once a year (to declare) payment of dividends on the placed shares from the profit that left at the Company's disposal.
Dividends shall be paid in money resources or other property with the consent of the shareholder.
In case of unavailability of profit in the Company or its insufficiency for payment in the established size dividends on the preference shares can be paid from the funds of the Company.
2. The decision to pay annual dividends, the size of the dividend and the form of its payment on shares shall be made by the general meeting of shareholders as recommended by Board of Directors of the Company, thus the size of annual dividends cannot exceed the amount recommended by Board of Directors. Before submission of the issue about the size of funds directed to dividends for consideration by the general meeting of shareholders Board of Directors of the Company shall be obliged to consider the issue of probability of occurrence of attributes of bankruptcy at the Company if dividends are paid.
The joint stock company shall be obliged to allocate no less than 25 percent from net profit for payment of dividends unless other decision is made unanimously on the general meeting of shareholders of the Company.
3. The date of the beginning of payment of dividends shall be established by the decision of the general meeting of shareholders on payment of dividends (day of payment) and cannot be before 30 days and after 120 days after adoption of such decision.
For payment of dividends the list of the persons having the right to receive the dividend shall be made. The list shall be made for each day, established by the general meeting of shareholders (the list date). The list date should be made no earlier than a day carrying out of the general meeting that has accepted such decision, and no later than 30 days prior to the officially declared date for payment of dividends.
Article 32. Restrictions On Payment Of Dividends
1. The company shall have no right to make a decision on payment (announcement) of dividends on shares if at the moment of payment of dividends it has the attributes of bankruptcy (inconsistency) according to normative legal acts of the Kyrgyz Republic on bankruptcy (inconsistency) or if the specified attributes appear at the Company as a result of payment of dividends.
For separate kinds of companies the legislation of the Kyrgyz Republic may set forth other restrictions on payment of dividends.
2. The company shall have no right to make a decision on payment (announcement) of dividends under on simple shares if no the decision on payment of dividends on preference shares is adopted.
Chapter V
The Register Of Shareholders Of The Company
Article 33. The Register of Shareholders of the Company
The register of shareholders of the Company contains the following data:
- on the number and categories (types) of the reference of shares issued by the Company;
- on each registered person with indication, whether he is the proprietor or the nominal holder of shares;
- on each registered share, time of purchase of the share, number of such shares at each of shareholders with indication of their properties (site and the settlement account for shareholders-legal entities, passport data and residence for shareholders-natural persons);
- on properties of persons who according to the information provided by the Company or an independent register holder to data possess the mortgaging rights to shares, should also be brought in the register of shareholders with indication of, whether the pawnbroker has the right to vote on such shares or not, on other bases of purchase of the rights to shares and on the facts of burdening shares with pledge commitments; on splitting and consolidation of shares; about payment of incomes on securities.
2. The company shall be obliged to provide maintenance and deposit of the register of shareholders of the Company according to normative legal acts of the Kyrgyz Republic not later than one month from the moment of registration of a constituent share issue of the Company in the authorized state body of the Kyrgyz Republic , regulating the securities market.
3. The company, which has placed shares or an independent register holder can be holders of the register of shareholders of the Company.
The closed joint-stock company shall have the right to maintain and store the register of shareholders unless otherwise is stipulated by legislation of the Kyrgyz Republic or the charter of the Company. The company, which independently maintains and stores the register of shareholders, should appoint the person whose duties would include maintenance of the register of shareholders. The specified person should have a certificate of competence to maintain the register of shareholders issued by the authorized state body of the Kyrgyz Republic regulating the securities market.
The open joint-stock company shall be obliged to delegate maintenance and deposit of the register of shareholders of the Company to an independent register holder.
4. The company that has delegated maintenance and deposit of the register of shareholders of the Company to an independent register holder shall not be exempted from the responsibility for its maintenance and deposit.
5. The person registered in the register of shareholders of the Company, shall be obliged to inform in due time the holder of the register of shareholders of the Company of the change of the data. In case the information of the date changes is not provided the Company and the independent register holder shall not bear responsibility for losses caused in these connection.
6. The person having purchased the shares of the Company shall receive all property and non-property rights on them from the moment of making records into the register of shareholders.
7. The content of the register of shareholders and individual personal accounts shall be a commercial secret subject to disclosure or transfer to the third parties only with the consent of the Company or the consent of the shareholder, except for the cases established by the legislation of the Kyrgyz Republic .
8. The company shall be obliged to keep primary registration documents of the register of shareholders, the minutes of the meetings during the terms established by the authorized state body of the Kyrgyz Republic regulating the securities market, but not less than 5 years with subsequent transfer to the state archive.
Article 34. Entering Records Into the Register of Shareholders of the Company
1. Entering records into the register of shareholders of the Company shall be carried out at the demand of the shareholder or the nominal holder of shares no later than three days from the moment of submission of documents stipulated by the normative legal acts of the Kyrgyz Republic .
2. No refusal of entering record in the register of shareholders of the Company shall be allowed, except for cases stipulated by normative legal acts of the Kyrgyz Republic . In refusal to enter records into the register of shareholders of the Company the holder of the specified register shall send a motivated notice on refusal to enter the data to the persons demanding entering of record no later than five days from the moment of submission of the requirement about entering records into the register of shareholders of the Company.
Refusal to enter records in the register of shareholders of the Company can be appealed in court. At the decision of court the holder of the register of shareholders of the Company shall be obliged to make the corresponding record to the specified register.
Article 35. An Extract From the Register of Shareholders of the Company
At the demand of the shareholder or the nominal holder of shares the independent register holder of the Company shall be obliged to confirm his/her rights to shares by issue of an extract from the register of shareholders of the Company that is not a valuable paper and confirms the right of the shareholder to dispose shares at the moment of its issue.
Chapter VI
Management of the Company
Article 36. Management Bodies of the Company
1. The following are management bodies of the Company:
a) General meeting of shareholders - the supreme management body;
b) Board of Directors - management body of the joint-stock company, which carries out general management of the Company in the periods between general meetings of shareholders;
c) An executive body - is the body, which carries out management of the current activity of the Company. It can be individual or joint. (management board, directorate);
d) An auditing committee - a control body.
2. The charter of the joint-stock company with up to fifty shareholders may stipulate activities without formation of a Board of Directors.
Members of an executive body and auditing committee cannot simultaneously act as members of Board of Directors of the Company.
3. Activity of the management bodies of the Company shall be regulated by the charter of the Company and internal documents of the Company.
4. Deputies of Jogorku Kenesh of the Kyrgyz Republic, realizing their duties on a constant basis, members of the Government of the Kyrgyz Republic, other civil servants cannot be members of Board of Directors, the executive body and a auditing committee of the Company.
5. All norms on the choice of management shall be established only by this Law.
Article 37. General Meeting of Shareholders
1. The supreme management body of the Company is the general meeting shareholders.
The company shall be obliged to conduct general meetings of shareholders every year (annual general meeting of shareholders) in the terms established by Board of Directors of the Company or an executive body (if the Company carries out activity without formation of a Board of Directors), but no later than on May 1 of the year following for accounting one. Annual general meetings of shareholders held apart from annual general meetings of shareholders shall be considered as special.
2. Date and order of the general meeting of shareholders, the order of notification of shareholders about its conduction, the list of materials (information) provided to shareholders by preparation for the general meeting of shareholders shall be established by Board of Directors of the Company according to requirements of this Law and normative legal acts of the Kyrgyz Republic.
Article 38. The Competence of General Meeting of Shareholders
1. The following issues shall be referred to the competence of the general meeting of shareholders:
a) Modification and additions to the charter of the Company or approval of the charter in the new wording;
b) Reorganization of the Company;
c) Liquidation of the Company, assignment of the liquidation commission and the approval of the liquidation balance;
d) Making decision to change (increase or reduce) the number of outstanding shares of the joint-stock company;
e) Making decision on the closed placement of shares additionally issued by the open company or the securities of the Company convertible into shares;
f) Making decision on non-use of the right of priority of the shareholder to purchase shares of the Company or the securities convertible into shares, as stipulated by this Law in Article 29;
g) Making decision on participation of the joint-stock company as the founder in the other legal person or purchase of securities or shares of participation of other companies costing 20 and more per cent of the balance cost of assets of the joint stock company as of the date of making decision on fulfillment of such transaction;
h) Conversion of preference shares into simple ones;
i) Election of heads and members of a joint executive body of the Company or the person who is carrying out functions of an individual executive body of the Company (if the Company carries out activity without formation of a Board of Directors);
j) Making decision for the Company to place bonds and other securities;
k) Election of members of the auditing committee (auditor) of the Company and the prescheduled termination of their powers;
l) Making decision on the size and the order of payment of dividends;
m) Approval of the amounts of the of paid compensation and indemnifications to members of Board of Directors;
n) Making decision on a cancellation of the decisions contradicting the legislation of the Kyrgyz Republic , adopted by previous general meetings of shareholders;
o) Use reserve and other funds of the Company;
p) Making decision on the prescheduled termination of powers of Board of Directors, an executive body of the Company if the Company carries out activity without formation of a Board of Directors;
q) Definition of quantitative membership of Board of Directors of the Company if the Charter does not determine the number of seats in Board of Directors;
r) Approval of the annual reports, accounting balances, accounts of profits and losses of the Company, distribution of its profits and losses;
s) Approval of the annual budget of the Company;
t) Approval of membership of the accounting commission;
u) Approval of the amounts of paid compensation and indemnifications to members of the auditing (auditor) of the Company;
v) Election of members of Board of Directors;
w) Solution of other issues referred to the competence of general meeting of shareholders by this Law, legislation of the Kyrgyz republic and the charter of the Company.
The legislation for banks, the financial and credit organizations or establishments, insurance and investment organizations being joint-stock companies, may stipulate the order of election of executive bodies of the Company other than that specified in this article the order of election of executive bodies of the Company.
2. The solution of the issues specified in sub items 1-23 of point 1 of this Article, is under the exclusive competence of the general meeting of shareholders. The issues referred to the exclusive competence of the general meeting of shareholders, cannot be changed by the decision of an executive body of the Company.
3. Annual meeting of shareholders shall:
- approve the report of executive bodies of the Company, annual balance, the account of the profit and losses, make a decision on distribution of its profit and losses;
- confirm the annual budget of the Company;
- elect members of Board of Directors, auditing committee and in case if the Company implements the activity without formation of Board of Directors, members of an executive body;
- solve other issues included in the agenda.
Article 39. The Decision Of General Meeting Of Shareholders
1. Except for the cases established by legislation of the Kyrgyz Republic , the vote on general meeting of shareholders on the issues put on voting, shall be provided to:
shareholders - owners of simple shares of the Company;
shareholders - owners of preference shares of the Company in the cases stipulated by this Law.
2. Decisions on the issues listed in sub items 1-8 of point 1 of Article 38 of this Law, are adopted by the majority no less than two thirds of votes of the total of voting shares of the Company. Calculation of votes at the general meeting of shareholders on an issue put on voting, at which decision the vote belongs to shareholders-owners of simple and preference shares of the Company, shall be carried out on all voting shares in total.
3. The decision on the issues specified in sub items 2, 5-7, 10, 12, 15, 20 of point 1 of article 38 of this Law, is accepted by general meeting of shareholders only under the offer of Board of Directors of the Company if other is not established by the charter of the Company.
4. The decision on the issues specified in sub-items 9-18 of point 1 of article 38 of this Law, shall be made by the general meeting of shareholders by the majority no less than two thirds of votes of shareholders - owners of the voting shares participating in the meeting of shareholders.
5. The decision of general meeting of shareholders on the issues listed in sub-items 19-23 of point 1 of Article 38 of this Law, shall be adopted by simple majority of votes of shareholders-owners of voting shares of the Company participating in meeting.
6. The order of making decision by the general meeting of shareholders on the order of the meeting of shareholders shall be established by the charter of the Company or the internal documents of the Company authorized by the decision of the general meeting of shareholders.
7. The general meeting shall have no right to make decision on the issues that have been not included in the agenda unless the opposite decision is unanimously made at the meeting on which all shareholders-owners of voting shares of the Company are present. If the term was shorter or the notice on convocation of the meeting was not submitted, decisions of the meeting will have validity under condition of their unanimous adoption at the meeting.
8. The decisions made by the general meeting of shareholders, and also the results of voting are brought to the notice of shareholders in the order and the terms stipulated by this Law and the charter of the Company, but no later than 30 days after these decisions are made.
9. The shareholder and also the interested body of the Kyrgyz Republic shall have the right to appeal against the decision adopted by the general meeting of shareholders with infringement of requirements of this Law, other legal acts of the Kyrgyz Republic , the charter of the Company in the judicial order.
Article 40. The Decision of the General Meeting of the Shareholders, Adopted by By-Proxy Voting (Polling)
1. The decision of the general meeting of shareholders can be adopted by by-proxy voting (polling). Requirements to the order of carrying out the general meeting by proxy voting (polling) can be established by normative legal acts of the Kyrgyz Republic .
The decision of the general meeting of shareholders on the issues specified in sub-items 2-4, 9,11,16,22 of point 1 of Article 38 of this Law, cannot be adopted by by-proxy voting (polling).
2. The decision of the general meeting of shareholders, adopted by by-proxy voting (polling), shall be considered valid if the shareholders owning in aggregate no less than 60 percent of voting shares of the Company participated in voting.
3. By-proxy voting shall be carried out with use of ballots. The date for provision of shareholders with ballots for voting should be established no later than 30 days prior to the date of termination of reception of ballots by the Company.
4. At by-proxy voting the ballots submitted by shareholders to the Company should be certified by a notary or the independent register holder who is carrying out maintenance and deposit of the register of shareholders of the given company.
5. The results of voting are brought to the notice of shareholders in time no later than 30 days after making decision.
Article 41. The Right to Participate at the General Meeting of Shareholders
1. The list of shareholders having the right to participate in the general meeting of shareholders shall be compiled on the basis of the data of the register of shareholders of the Company for the date established by Board of Directors.
Date of drawing up of the list of shareholders entitled to participate in the general meeting of shareholders, cannot be established before the of makingdecision to hold the general meeting of shareholders and more than 30 days prior to date of the general meeting.
In case of carrying out the general meeting of shareholders by by-proxy voting the ballots received by the Company according to point 2 of Article 48 of this Law shall participate in definition of quorum and voting, the date of drawing up the list of the shareholders with the right to participate in the general meeting of shareholders shall be established no less than for 45 days and more than 60 days prior to date of the general meeting.
2. To draw up the list of the shareholders having the right to participate in the general meeting, the nominal holder of shares shall submit data on persons in whose interests he owns shares as of the date of drawing up the list.
3. The list of the shareholders having the right to participate in the general meeting of shareholders, shall contain name of each shareholder, its address (location), the data on number and category (type) of shares owned by him/her.
4. At the demand of the shareholder the Company shall be obliged to provide him/her with the information his/her inclusion in the list of the shareholders having the right to participate in the general meeting of shareholders.
5. Changes in the list of the shareholders having the right to participate in the general meeting of shareholders can be made only in cases of:
- restoration of the broken rights of the persons who have not been included in the specified list as of the date of its drawing up;
- corrections of the mistakes admitted at its drawing up;
- inclusion in the register of shareholders of the shareholder who has purchased shares, who has a vote, after the date established by Board of Directors, but after the date established by the meeting of shareholders.
Article 42. The Information on Holding the General Meeting of Shareholders
1. The shareholders of the open company shall be notified of holding the general meeting of shareholders through publication of the information in press and submission of the notice in writing.
2. The shareholders of the closed company shall be notified of the general meeting of shareholders by providing them with the written notice.
The company shall have the right to additionally inform shareholders of the general meeting of shareholders through other mass media (TV, radio).
3. The closed company shall be obliged to inform shareholders of the general meeting of shareholders no later than 10 days prior to the date of its holding.
The open company shall be obliged to inform shareholders of the general meeting of shareholders no later than 20 days prior to the date of its holding. The information should be published in the state (Kyrgyz) and official (Russian) languages.
4. The notice of upcoming the general meeting of shareholders should contain:
- the name, date, time and site of the general meeting of shareholders;
- date of drawing up of the list of the shareholders having the right to participate at the general meeting of shareholders;
- agenda of general meeting of shareholders;
- order of acquaintance of shareholders with the information (materials) to be provided to shareholders during preparation for the general meeting of shareholders.
5. The following are referred to the information (materials) subject to be provided to shareholders during preparation for the general meeting of shareholders:
- the annual report on the financial and economic activity of the Company;
- the conclusion of an auditing committee (auditor) of the Company and the auditor of the Company by results of annual check of the financial and economic activity of the Company;
- data on candidates for Board of Directors of the Company;
- data on candidates for an executive body and auditing committee (auditor) of the Company if they are elected at the general meeting of shareholders;
- draft changes and additions to the charter of the Company, or draft charter of the Company in the new wording.
The list of the additional information (materials) to be provided to shareholders during preparation for the general meeting of shareholders, can be established by acts of the Kyrgyz Republic and the charter of the Company.
6. In a case if the nominal shareholder is the person included in the register of shareholders of the Company the notice on the general meeting of shareholders shall be given to the nominal holder of shares. The nominal holder of shares shall be obliged to inform its clients of the meeting in the order and terms established by the legislation of the Kyrgyz Republic or the contract.
7. The company has no responsibility for not providing the information on the general meeting of shareholders to the shareholders included in the register of shareholders after the date of drawing up of lists of shareholders on participation in the general meeting of shareholders.
8. Requirements on notification of shareholders, on preparation for the general meeting shareholders, procedures of quorum establishment, voting and calculation of votes at the general meeting of shareholders set forth in this Law shall not be extended to the Company with one shareholder. In the terms established by this Law, the Company shall be obliged to formulate its decision on paper.
Article 43. Formation of the Agenda of the General Meeting of Shareholders of the Company
1. The shareholders (shareholder) of the Company being in aggregate owners of no less than one percent of voting shares of the Company, in the period no later than 30 days after expiration of fiscal year, shall have the right to make no more than one offer to the agenda of the annual general meeting of shareholders and to nominate candidates for the elective bodies of the Company according to the charter.
2. Proposals to include issues to the agenda of the general meeting of shareholders shall be submitted in writing to the Company with indication of reasons of such inclusion, name of the shareholder (shareholders) who submits the points, number of voting shares owned by him.
3. In submission of proposals on nomination of candidates for the elective bodies, including in case of self-nomination, the name of the candidate, and also names of the shareholders who are nominating the candidate, number of voting shares belonging to them shall specified.
4. The proposals of shareholders on the agenda received within the terms established by Law under, including those on the candidates for elective bodies, shall be placed by the secretary of the Company for consideration by Board of Directors of the Company.
5. Board of Directors of the Company shall be obliged to consider submitted proposals and to make decision to include them in the agenda of the general meeting of shareholders or to refuse to include them in the specified agenda no later than 15 days after expiration of the term established in point 1 of this Article. The issue brought by the shareholder (shareholders) shall be included in the agenda of the general meeting of shareholders, similarly the proposed candidates shall be included in the list of nominees for voting to elective bodies, except for cases, when:
- the shareholder (shareholders) does not observe the term established by point 1 of this Article;
- the shareholder (shareholders) is not the owner stipulated by point 1 of this Article of the number of voting shares of the Company;
- the data stipulated by point 3 of this Article are incomplete or doubtful;
- proposals do not meet the requirements of this Law and other normative legal acts of the Kyrgyz Republic .
6. The motivated decision of Board of Directors of the Company on refusal in inclusion of an issue in the agenda of general meeting of shareholders or the candidate for the list of nominees for voting on elections to elective bodies of the Company shall be given to the shareholder (shareholders) who brought in an issue or have submitted the offer, not later than three days from the moment of its adoption.
In a case if the charter of the Company does not stipulate formation of Board of Directors, positions of the secretary of the Company, the charter of the Company should contain an indication on the certain person or body of the Company to which competence the decision of a question on carrying out of general meeting of shareholders and on the statement of its agenda concerns.
Article 44. Preparation for the General Meeting of Shareholders
In preparation for the general meeting of shareholders Board of Directors of the Company shall define the following:
- date, place and time of the beginning of the general meeting of shareholders;
- time of the beginning and termination of registration of shareholders;
- agenda of the general meeting of shareholders;
- date of drawing up the list of the shareholders having the right to participate in the general meeting of shareholders;
- the order of notification of shareholders about the general meeting of shareholders;
- the list of the information (materials) given to shareholders in preparation for the general meeting of shareholders;
- the content of the ballots.
Tim e of registration of shareholders for participation in the general meeting of shareholders cannot be less than one hour prior to the beginning of the meeting.
Article 45. Special General Meeting Of Shareholders
1. Special general meeting shareholders shall be carried out at the decision of Board of Directors of the Company or an executive body (if the Company implements the activity without formation of Board of Directors) on the basis of:
- own initiative;
- requirements of an executive body of the Company;
- requirements of the shareholder (shareholders) being the owner no less than 20 percent of voting shares of the Company;
- requirements of an auditing committee of the Company;
- requirements of the authorized state body of the Kyrgyz Republic regulating the securities market in case of violation of the legislation on securities.
The decision shall be made on the form of the general meeting of shareholders (in person or by-proxy voting). Board of Directors of the Company shall have no right to change by its decision the form of conducting a special general meeting of shareholders if requirements of the persons specified in point 1 of this Article, contain an indication of the form of its holding.
The decision of Board of Directors of the Company on the special general meeting of shareholders in the form of by-proxy voting (polling) should establish the following:
- the content of the ballot;
- date of providing the ballots for voting and other information (materials) according to requirements of this Law, other normative legal acts of the Kyrgyz Republic and the charter of the Company to shareholders;
- date when reception by the Company of ballots for voting will be closed.
The special general meeting of shareholders shall be called by Board of Directors or an executive body (if the Company implements the activity without formation of Board of Directors) of the Company no later than 45 days from the moment of making decision on carrying out of a special general meeting shareholders.
2. In the requirement about calling the special general meeting of shareholders the issues subject to inclusion into the agenda of the meeting, with indication of reasons of their inclusion should be formulated.
Board of Directors of the Company shall have no right to make change to the formulation of points of the agenda of extraordinary general meeting of shareholders, called at the request of the persons specified in point 1 of this Article.
3. In a case if the requirement on calling a special general meeting shareholders proceeds from the shareholder (shareholders), it should contain his/her name (name) with an indication of amount, a category of shares belonged to him/her.
The request on calling of a special general meeting of shareholders shall be signed by the person (persons) requesting calling of the special meeting of shareholders.
The shareholder (shareholders) initiating calling of the special general meeting of shareholders shall have no right to alienate the shares before the end of the meeting.
4. Within 10 days from the moment of reception by the Company of the request the persons specified in point 1 of this Article, on calling a special general meeting of shareholders by Board of Directors or an executive body (if the Company implements the activity without formation of Board of Directors) of the companies the decision should be adopted to call the special general meeting shareholders or to refuse to call.
The decision on refusal of calling of the special general meeting of shareholders on the request of persons specified in point 1 of this Article, can be adopted, only if:
- the order of submission of the requirement established by this Law on calling the meeting is not observed;
- the shareholder (shareholders) requesting calling the special general meeting of shareholders is not the owner of 20 percent of voting shares of the Company;
- any of the issues offered for inclusion into the agenda of extraordinary general meeting of shareholders of the Company, is not related to its competence;
- the issue offered for inclusion in the agenda, does not meet the requirements of this Law and other normative legal acts of the Kyrgyz Republic .
5. The decision on calling of the special general meeting shareholders or the motivated decision on refusal of its call shall be provided to the persons requesting its calling, no later than three days from the moment of its adoption.
The decision on refusal of calling of the special general meeting shareholders can be appealed in court.
Article 46. The Accounting Commission
1. In the joint-stock company with more than 3 shareholders - owners of voting shares of the Company the accounting commission shall be created, quantitative composition and membership shall be approved by the general meeting of shareholders as proposed by Board of Directors of the Company.
2. The accounting commission shall have no less than three members. The accounting commission cannot include members of Board of Directors of the Company, members of the auditing committee (auditor) of the Company, members of an executive body of the Company, managing organization or the manager, and neither the persons who are nominated for these positions.
3. The accounting commission should include the representative of an independent register holder.
4. The accounting commission of the general meeting of shareholders shall clarify the issues arising in connection with realization by shareholders (their representatives) votes at the general meeting, a voting procedure on the issues put to the vote, shall provide the established voting procedure and rights of shareholders to participate in voting, shall count votes and summarize voting, shall develop the report on the results of voting, shall file the ballots.
Article 47. The Order of Participation of Shareholders in the General Meeting of Shareholders
1. The right to participation in the general meeting of shareholders shall be realized by the shareholder personally or through the representative.
The shareholder shall have the right to replace his representative at any time of the general meeting of shareholders or personally participate in the general meeting of shareholders.
The representative of the shareholder at the general meeting of shareholders shall operate according to the powers based on instructions of laws of the Kyrgyz Republic or acts of authorized state bodies or institutions of local government or by the power of attorney, made in writing. The power of attorney on voting should contain data about the person represented and the representative (a name, place of residence or location, passport data). The power of attorney for voting should be made according to the legislation of the Kyrgyz Republic . The powers of attorney certified by the organization where the shareholder works or studies, the housing and operational organization by place of residence, administration of in-patient medical establishment in which he is getting treatment, are equated to such powers of attorney.
The shareholder shall have the right to issue power of attorney either for all set of shares belonging to him and for part of it; thus, the power of attorney can be issued to one or several legal representatives.
The power of attorney for participation in voting on behalf of the shareholder cannot be given to executive officials of the Company.
The power of attorney on voting issued by shareholders-non-residents of the Kyrgyz Republic should be formed in the order established by the legislation of the Kyrgyz Republic .
The general meeting of shareholders shall be opened by Chairman of the Board of Directors or by one of the members of Board of Directors if Chairman of the Board of Directors or Head of the Executive Body (if the company is engaged in the activity without formation of Board of Directors) is not available. Participants shall elect the chairperson of the meeting by open voting, and further on the meeting shall be presided over by the elected chairman.
2. If the shares are transferred within the period from date of drawing up of the list and before the date of the general meeting of shareholders the person included in the list of shareholders having the right to participation in the general meeting of shareholders, and also the person who is implementing maintenance and deposit of the register of shareholders of the Company, shall be obliged to notify the purchaser, that he/she has a right to participation in the general meeting of shareholders. The specified rule shall be applied also to each subsequent case of transfer of the share.
3. In case the share of the Company is in the general share property of several persons then powers for voting at the general meeting of shareholders are carried out at their discretion by one of participants of the general share property or their general representative. Powers of each of the specified persons should be formed properly.
Article 48. Quorum of the General Meeting of Shareholders
1. The general meeting of shareholders shall be competent (have quorum) if at the moment of completion of registration for participation in the general meeting of shareholders, the shareholders (their representatives) owning in total more than 60 per cent of placed voting shares of the Company are registered.
2. In case if the shareholders are provided with ballots for voting (at by-proxy voting) the votes submitted by the specified ballots and received by the Company no later than one day prior to the date of the general meeting of shareholders, shall be taken into account at establishing of quorum and summarizing the voting.
3. At absence of the quorum for conduction of the of the general meeting of shareholders date of the new general meeting of shareholders shall be declared. No change of the agenda at the new general meeting of shareholders shall be allowed.
The new general meeting of shareholders called in place of the one failed to be conducted, shall be competent, if at the end of registration for participation in it the shareholders (their representatives) owning in aggregate no less than 40 percent of votes of the placed voting shares of the Company are registered. The charter of the Company with more than 10 thousand shareholders can stipulate smaller quorum for carrying out of the general meeting of shareholders instead of the one which have not taken place, but no less than 30 percent of votes of the placed voting shares of the Company.
The notification on carrying out of the new general meeting of shareholders shall be made in the order stipulated by article 42 of this Law.
4. If the date of the general meeting of shareholders is delayed for absence of quorum for less than for 30 days the shareholders with the right to participation in the general meeting of shareholders shall be established according to the list of the shareholders with the right to participation in the general meeting of shareholders which has failed to take place.
Article 49. The Ballot for Voting
1. Voting at the general meeting of shareholders on issues included in the agenda of the meeting shall be carried out by ballots.
2. The content of the ballots shall be approved by Board of Directors of the Company or an executive body (if the Company implements the activity without formation of Board of Directors). The ballot shall be issued to the shareholder (his/her representative), registered for participation in the general meeting shareholders, except for cases of by-proxy voting.
3. The ballot for voting should contain:
- name of the Company;
- place, date and time of the beginning of carrying out of the general meeting of shareholders;
- the formulation of each issue put to the vote and sequence of its consideration;
- variants of voting on each issue put to the vote, expressed by formulations "pro", "contra" or "abstainer".
In case of carrying out of voting on election of a member of Board of Directors of the Company, an auditing committee or an executive body, the ballot for voting should contain data on the candidate (candidates) with indication of his/her full name (surname, name, patronymic name).
Article 50. Calculation of Votes in the Voting that is Carried Out By Ballots for Voting
A separate ballot for voting is used for each issue of the agenda. Votes on which the voting person has left only one of the options. Ballots for voting, filled with infringement of the above-stated requirement, shall be considered void and votes on issues included in them shall not be taken into account.
The order and terms of deposit of bulletins for voting shall be established by normative legal acts of the Kyrgyz Republic .
Article 51. The Report on Results of Voting
1. The accounting commission shall develop a report on results of the voting, which is signed by all members of the accounting commission. The report on results of voting shall be no less than three copies, one of which should be left at an independent register holder serving the given meeting of shareholders.
2. After drawing up the report on results of voting the ballots shall be sealed up by the accounting commission and shelved in the Company.
3. The report on results of voting shall be attached to the minutes of the general meeting of shareholders.
4. Results of voting shall be disclosed at the general meeting of shareholders during which voting has taken place.
Article 52. The Minutes of the General Meeting of Shareholders
1. The minutes of the general meeting of shareholders shall be complied no later than 15 days after carrying out of general meeting of shareholders in triplicate, one of which should be lest at the independent register holder serving the given meeting of shareholders. All copies shall be signed by the chairman of the general meeting of shareholders, the secretary of the general meeting of shareholders, and attested by the Company's seal.
2. The following are specified in the minutes of the general meeting of shareholders:
- place and time of the general meeting of shareholders;
- total number of votes that shareholders-owners of voting shares of the Company possess;
- number of votes that the shareholders participating in the meeting possess;
- chairman (presidium) and the secretary of the meeting, agenda of the meeting.
The substantive provisions of speeches, the issues put to the vote, and results of voting on them, the decisions adopted by the meeting should be contained in the minutes of the general meeting of shareholders of the Company.
The order and terms of deposit of the minutes of the general meeting of shareholders shall be established by normative legal acts of the Kyrgyz Republic .
Article 53. Board of Directors of the Company
Board of Directors shall carry out general management of the Company's activity, except for the issues referred by this Law to the exclusive competence of the general meeting of shareholders.
To members of Board of Directors of the Company shall be repaid the expenses related to execution by of functions of members of Board of Directors of the Company during performance of duties by them and remunerations can be paid at the decision of the general meeting of shareholders. The amount of such compensations and indemnifications shall be established by the decision of the general meeting of shareholders.
Article 54. The Competence of Board of Directors of the Company
1. The following issues shall be referred to the exclusive competence of Board of Directors:
- establishment of the strategic purposes of joint-stock company and formation of its policy;
- calling of the annual and special general meetings of shareholders of the Company;
- development and approval of the agenda of the general meeting of shareholders, except for the cases established by this Law, and also other issues related to preparation and conduction of the general meeting of shareholders;
- adoption and approval of internal documents of the Company, changes and additions to them, except for the cases stipulated by this Law;
- issue of permission to fulfill large transactions the subject of which is the property which costs from 20 and more percent of the balance cost of assets of the Company for the date of making decision on fulfillment of such transaction;
- election of an executive body and establishment of the amounts of remuneration to be paid;
- making decision on the prescheduled termination of powers of the executive body;
- preparation of recommendations on the size of the dividend on shares and the order of its payment;
- submission of the grounded recommendations concerning reorganization of the Company, and also on creation of branches and opening of representations of the Company;
- election of the auditor of the Company and definition of the size of payment of the auditor's services;
- recommendations to the general meeting of shareholders on the size, conditions and order of increase or reduction of the number of outstanding shares;
- development of materials for consideration at the general meeting of shareholders;
- supervision of execution of decisions of the general meetings of shareholders;
- election of the secretary of the Company.
2. The following issues can also be referred to the competence of Board of Directors:
- conclusion of contracts with members of an executive body, an auditing committee, the accounting commission, the secretary and the auditor of the Company;
- to represent the Company in courts, in cases of non-execution of decisions of the general meeting of shareholders and Board of Directors by the executive body;
- other issues stipulated by the legislation of the Kyrgyz Republic and the charter of the Company.
The issues referred to the exclusive competence of Board of Directors of the Company, cannot be delegated to other management bodies of the Company for decision, except for the cases established by this Law, other acts and the charter of the Company.
Article 55. Election of Board of Directors of the Company
1. Members of Board of Directors of the Company shall be elected at the general meeting of shareholders in the order stipulated by this Law and the charter of the Company, for the period of 1 year.
The persons elected for Board of Directors of the Company, can be re-elected unlimited number of times.
At the decision of the general meeting of shareholders powers of members of Board of Directors of the Company can be cancelled ahead of schedule.
Any changes in structure of Board of Directors shall be made by election of all members of Board of Directors if the number of remaining members will be less than half of membership of Board of Directors.
2. It is not necessary for a member of the Board of Directors to be a shareholder of the Company; requirements for persons to be elected to membership in the Board of Directors of the Company, may be established by the charter of the Company or the internal document approved by the general meeting of shareholders.
3. The quantitative structure of Board of Directors of the Company should be odd and be established by the charter of the Company or the decision of general meeting of shareholders according to requirements of this Law:
- 3 members in the Company with up to 100 shareholders - owners of voting shares of the Company;
- 5 members in the Company with from 100 up to 500 shareholders owners of voting shares of the Company;
- 7 members in the Company with more than 500 shareholders - owners of voting shares of the Company;
- 5 members and more in the Company, which is engaged in banking activity.
4. Election of members of Board of Directors shall be carried out by cumulative voting if members of Board of Directors have not been elected by simple majority of votes of shareholders.
In conduction of the cumulative voting on each voting share of the Company the number of votes shall equal to the general number of seats in Board of Directors of the Company. The shareholder shall have the right to give votes on shares belonging to him/her completely for one candidate or to distribute them between several candidates for members of Board of Directors of the Company.
The ballot for elections for Board of Directors may include an unlimited number of candidates. The candidates who received the largest number of votes shall be considered elected for Board of Directors of the Company.
The mechanism of recall of Board of Directors shall be by the same by order and number of votes, as well as by order of election.
5. The candidate who has received more 10% votes shall be obliged to be presented in Board of Directors for the companies with more than 50 shareholders, and if the amount of shareholders is less 50 the candidate who has received more 15% votes shall be obliged to be presented in Board of Directors or in the executive body (if the company is engaged in the activity without formation of Board of Directors).
If by results of voting the number of candidates to the Board of Directors or executive body (if the company is engaged in the activity without formation of Board of Directors) appears even a separate voting shall be held on the candidates occupying the last place. The candidate-winner shall become a member of the corresponding management body.
Article 56. Chairman of Board of Directors of the Company
1. Chairman of Board of Directors of the Company shall be elected a member of Board of Directors of the Company from the number the majority of votes from the general number of members of Board of Directors.
Board of Directors of the Company shall have the right to re-elect at any time the chairman by majority of votes from the general number of members of the of Board of Directors.
2. Chairman of Board of Directors of the Company shall organize its work, call sessions of Board of Directors of the Company and presides at them, shall organize maintaining the minutes at sessions, presides in the general meeting of shareholders unless otherwise is stipulated by the charter of the Company.
3. In case of absence of the chairman of Board of Directors of the Company of its function carries out one of members of Board of Directors of the Company, authorized by Board of Directors of the Company.
Article 57. Session of Board of Directors of the Company
1. Session of Board of Directors of the Company shall be called by the chairman of Board of Directors of the Company by its own initiative or by request of:
- member (members) of Board of Directors of the Company;
- the auditing committee (auditor) of the Company or the auditor of the Company;
- executive body of the Company, and also other persons established by the charter of the Company;
- the authorized state body of the Kyrgyz Republic regulating the securities market, in case of revealing infringements of the legislation of the Kyrgyz Republic on securities.
Session of Board of Directors shall be carried out as required, but at least once in a quarter. The order of calling and carrying out of sessions of Board of Directors of the Company shall be established by the charter of the Company or the internal document of the Company. The charter of the Company can stipulate the possibility of decision making by Board of Directors of the Company by means of by-proxy voting.
2. The quorum for carrying out of session of Board of Directors of the Company shall be established by the charter of the Company, but there should not be less than half from number of the elected members of Board of Directors of the Company. In a case when the number of members of Board of Directors of the Company is less than half of the number stipulated by the charter of the Company, the Company shall become obliged to call a special general meeting of shareholders for election of a new Board of Directors of the Company.
The remaining members of Board of Directors of the Company shall have the right to make decision only on calling and preparation for a special general meeting of shareholders.
3. Decisions at the session of Board of Directors of the Company shall adopted by the majority of votes from the total number of members of Board of Directors elected by general meeting of shareholders unless this Law, the charter of the Company or its internal document determining the order of calling and carrying out of sessions of Board of Directors, stipulate otherwise. In adoption of decisions at the session of Board of Directors of the Company each member of Board of Directors of the Company shall have one vote.
No transfer of a vote by one member of Board of Directors of the Company to another member of Board of Directors of the Company shall be allowed.
The charter of the Company can stipulate the right to a decisive vote of the chairman of Board of Directors of the Company in adoption of decisions by Board of Directors of the Company in case of equality of votes of members of Board of Directors of the Company.
4. At session of Board of Directors of the Company the minutes shall be kept. The minutes of session of Board of Directors of the Company shall be compiled no later than 10 days after its carrying out. The minutes of the session shall specify the following:
- place and time of its carrying out;
- agenda of the session;
- list of the persons present at session;
- issues put to the vote, and results of voting on them;
- decisions adopted by Board of Directors.
The minutes of the session of Board of Directors of the Company shall be signed by the presiding on the session and a secretary who are responsible for correctness of the minutes.
Article 58. Executive Body of the Company
1. The individual executive body of the Company and joint executive body of the Company (management board, Board of Directors) shall manage the current activity of the Company.
Members of the executive body of the Company shall be elected by Board of Directors or if the Company carries out activity without formation of Board of Directors by the general meeting of shareholders in the order stipulated by this Law and the charter of the Company for the period of 1 year.
The persons elected as members of the executive body of the Company, can be reelected unlimited number of times.
At the decision of Board of Directors, or if the Company carries out activity without formation of Board of Directors of the general meeting of shareholders the powers of the executive body of the Company can be transferred under the contract to the commercial organization (managing organization) or the individual businessman (manager).
Conditions of the concluded contract shall be approved by Board of Directors of the Company, unless the charter of the Company stipulates otherwise.
2. All issues of management of the current activity of the Company, except for the matters related to the exclusive competence of the general meeting of shareholders or Board of Directors of the Company shall be referred to the competence of the executive body of the Company. The executive body of the Company shall organize performance of decisions of the general meeting of shareholders and Board of Directors of the Company.
3. Rights and duties of an individual executive body of the Company, members of the joint executive body of the Company, the managing organization or manager on realization of the current activity of the Company shall be established by this Law, other normative legal acts of the Kyrgyz Republic, the charter of the Company, the contract concluded with the Company, legal documents of the Company. The contract on behalf of the Company shall be signed by Chairman of Board of Directors of the Company or the person authorized by Board of Directors of the Company.
4. Annually, not later than 20 days before the date of the meeting of shareholders the executive body of the Company should prepare the annual report, balance report, the account of profit and losses, and the annual budget and provide availability of these materials to shareholders for familiarization.
The executive body should submit the annual report, the balance report, the account of the profit and losses and the annual budget to the general meeting of shareholders.
The annual report, the balance report, the account of profit and losses and the annual budget should be signed by all members of the executive body and members of Board of Directors. At absence of one or several signatures the mark about this fact with an indication of the reasons of such absence should be made.
Article 59. The Individual Executive Body of the Company (Director, Director General)
1. The individual executive body of the Company shall operate on behalf of the Company without power of attorney, and also it shall represent its interests, make transactions on behalf of the Company, approve list of members of staff, issue orders and instructions, obligatory for execution by all employees of the Company.
2. Overlapping of positions in management bodies of other organizations by the person who is carrying out functions of an individual executive body shall be allowed with the consent of Board of Directors of the Company and with the consent of the general meeting shareholders (if the company is engaged in the activity without formation of Board of Directors).
3. According to the current legislation of the Kyrgyz Republic , the charter of the Company, the concluded contracts Board of Directors shall have a right to terminate the contract with an individual executive body of the Company at any time.
Article 60. A Joint Executive Body of theCompany (Management Board, Board of Directors)
1. The joint executive body of the Company shall operate on the basis of the charter of the Company, and also of the internal document of the Company (position, the rules or other document) approved by the general meeting of shareholders of the Company in which terms and order of calling and carrying out of its meetings, and also the order of making decisions are established.
2. At meeting of the joint executive body of the Company the minutes shall be kept. The minutes of the meeting of the joint executive body of the Company shall be submitted to members of Board of Directors of the Company, the auditing committee (auditor) of the Company, the auditor of the Company at their request.
The meeting of the joint executive body of the Company shall be organized by its Head who signs all documents and minutes of meetings of the joint executive body of the Company. Head of the joint executive body shall operate without power of attorney on behalf of the Company according to the charter of the Company, decisions of Board of Directors and the joint executive body of the Company.
3. Overlapping of positions in management bodies of other organizations by the persons who are carrying out functions of members of the joint executive body of the Company shall be allowed only with the consent of Board of Directors of the Company and with the consent of the general meeting shareholders (if the company is engaged in the activity without formation of Board of Directors).
4. According to the current legislation of the Kyrgyz Republic , the charter of the Company, the concluded contracts Board of Directors shall have the right to terminate the contract with members of the joint executive body of the Company, managing organization or the manager
Article 61. The Secretary of the Company
1. In an open company with more than fifty shareholders the post of the secretary of the Company should be stipulated. The secretary of the Company is the official of the Company elected by Board of Directors or general meeting (if the Company carries out activity without formation of Board of Directors) who is responsible for the following issues:
- communication with shareholders of the Company on issues of realization of rights by them;
- control over maintenance and deposit of the register of shareholders of the Company;
- formation of proposals of shareholders on the agenda of general meeting of shareholders;
- provision of shareholders of the Company with materials on general meetings of shareholders;
- maintenance of deposit of materials of general meetings of shareholders, sessions of Board of Directors according to the legislation of the Kyrgyz Republic .
2. The charter of the Company can stipulate other duties of the secretary of the Company. The charter of the Company with fifty and less number of shareholders should contain an indication on a certain person or body of the Company that are competent on the above mentioned issues.
Article 62. Auditing Committee (Auditor) of the Company
1. For control over the financial and economic activity of the Company by general meeting of shareholders the auditing committee (auditor) of the Company shall be elected. Members of the auditing committee (auditor) shall be elected from shareholders of the Company if the charter of the Company does not establish otherwise.
2. The competence of the auditing committee (auditor) of the Company on the issues, which have been not stipulated by this Law, shall be established by the charter of the Company.
The order of activity of the auditing committee (auditor) of the Company shall be established by the internal document of the Company, approved by the general meeting of shareholders.
3. Check (audit of the financial and economic activity of the Company shall be carried out on results of the activity of the Company for a year, and also at any time under the initiative of the auditing committee (auditor) of the Company, the decision of general meeting of shareholders, Board of Directors of the Company or at the request of a shareholder (shareholders) of the Company owning in total no less than 10 percent of voting shares of the Company.
4. At the request of the auditing committee (auditor) of the Company the persons occupying positions in the management board of the Company shall be obliged to provide documents on the financial and economic activity of the Company.
5. The auditing committee (auditor) of the Company shall have the right to demand calling of a special general meeting of shareholders.
6. Members of the auditing committee (auditor) of the Company cannot simultaneously be members of Board of Directors of the Company, and also occupy other positions in the management body of the Company.
Article 63. The Auditorof the Company
The auditor of the Company, on the basis of the contract concluded with it, shall carry out independent check of the financial reporting of the Company with the purpose to assess its conformity to requirements of the legislation of the Kyrgyz Republic .
Article 64. The Conclusion of the Auditing Committee (Auditor) of theCompany and the Auditor of the Company
On results of check of the financial and economic activity of the Company the conclusions shall be made by:
- the auditing committee (auditor) of the Company;
- the auditor of the Company.
The conclusion should contain the following:
- confirmation of reliability of the data contained in reports and other financial documents of the Company;
- information on the facts of infringement of the order of accounting and submission of financial reporting, established by normative legal acts of the Kyrgyz Republic, and also normative legal acts of the Kyrgyz Republic at implementation of financial and economic activity.
Article 65. The Responsibility of Officials of the Company
1. Officials of the joint-stock company shall be:
- members of Board of Directors;
- members of the executive body;
- members of the auditing committee;
- the secretary of the Company.
2. Shareholders and members of Board of Directors shall not allowed to interfere in the current management of the Company by issuing direct instructions, orders or other sort of instructions in the form of requests or the recommendation to members of the executive body, except for as in the way of:
- participation in the meetings of shareholders of the Company with a vote;
- making decision or realization of other actions allowed by the charter and internal documents of the Company.
3. Officials of the Company bear the responsibility before the Company for the damage caused to the Company by their guilty actions (inactivity), according to the legislation of the Kyrgyz Republic .
Members of Board of Directors, executive body, auditing committee of the Company having voted against the decision that has entailed causing damage to the Company, or having not participated in voting, shall not have the responsibility for causing damage to the Company.
4. In a case if according to provisions of this Article some persons bear responsibility, their responsibility before the Company shall be joint.
5. If the report on the financial and economic activity essentially distorts reflection of the financial status of the Company, the officials of the Company who have signed the specified documents, shall have subsidiary responsibility before third parties whom, as a result, the material damage has been harmed to.
Chapter VII
Purchase And Repayment Of The Placed Shares By The Company
Article 66. Purchase Of The Placed Shares By The Company
1. The company, except for the Company engaged in the banking activity, can purchase the shares placed by it for the subsequent resale, distribution among the shareholders or cancellation. Such shares should be realized no later than one year from the date of their purchase, otherwise the general meeting of shareholders shall be obliged in three-month term to make the decision on reduction of the number of paid shares by cancellation of the specified shares.
The shares purchased by the Company shall not provide a right to vote, they shall be not taken into account at calculation of votes, no dividends shall be charged on them.
No transactions with the shares of own release purchased by the Company shall be allowed after a year from the moment of their purchase.
The total number of shares of own release purchased by the joint-stock company should not exceed 10 percent from total number the shares that have been issued by the Company.
2. The shares purchased by the Company on the basis of the decision adopted by the general meeting of shareholders on reduction of number of outstanding shares of the Company, shall repaid at their purchase.
The company shall have no right to make a decision on reduction of the number of paid shares of the Company by purchase of part of the placed shares with a view of reduction of their total number if the capital of the Company becomes below the minimal size of the authorized capital stipulated by this Law.
3. By the decision on purchase of shares categories of purchased shares, number of shares of each category purchased by the Company, the price of purchase, the form and term of payment, and also term during which shares are purchased should be established.
The purchase price of shares shall be established by the Company according to Article 71 of this Law.
Each shareholder - the owner of shares of certain categories, the decision on purchase of which has been accepted, shall have the right to sell the specified shares, and the Company shall be obliged to purchase them. In case if the total number of shares stated for sale, exceeds the number of shares which can be purchased by the Company in view of the restrictions established by this Article, shares shall be purchased from shareholders in proportion with the declared requirements.
4. No later than 30 days prior to the beginning of term during which shares are purchased, the Company shall be obliged to notify shareholders - owners of shares of the certain categories, the decision on purchase of which has been adopted. The notice should contain the data specified in the first paragraph of point 3 of this Article.
5. Preference shares shall be purchased at a price stipulated by the charter of the company or at the market price of shares.
Article 67. Restrictions on Purchase of the Placed Shares by the Company
1. The company shall have no right to purchase of the shares placed by it:
- before registration of results of the shares issued by the Company;
- if at the moment of their purchase the Company meets attributes of bankruptcy (inconsistency) according to normative legal acts of the Kyrgyz Republic on bankruptcy (inconsistency) of the enterprises or the specified attributes appear as a result of purchase of these shares.
2. The company shall have no right to purchase the placed shares up to the repayment of all shares, requirements on repayment of which are stated according to Article 70 of this Law.
Article 68. Consolidation and Breaking of Shares of the Company
1. Under the decision of the general meeting of shareholders the Company shall have the right to consolidate the placed shares as a result of which two or more shares of the Company are converted in one new share of the same category. Thus respective alterations are made in the charter of the Company concerning the number of the declared shares of the Company.
In case of formation of fractional shares at consolidation they are subject to the repayment by the Company at the market price, established according to Article 71 of this Law.
2. Under the decision of the general meeting of shareholders the Company shall have the right to break the placed shares of the Company as a result of which one share of the Company is converted in two or more shares of the Company of the same category. Thus respective alterations shall be made in the charter of the Company concerning the number of declared shares of the Company.
3. Registration of change of the number of shares shall be made by the Company in the order established by the legislation of the Kyrgyz Republic .
Article 69. Redemption of Shares by the Company at the Demand of Shareholders
1. Shareholders - owners of voting shares have the right to demand redemption by the Company of all or parts of shares belonging to them in cases:
- reorganization of the Company or fulfillment of the large transaction, the decision on which is adopted by the general meeting of shareholders if they voted against the decision on its reorganization or fulfillment of the specified transaction;
- modification and additions in the charter of the Company or approval of the charter of the Company in a new wording, limiting their rights if they voted against acceptance of the corresponding decision.
Shareholders of the Company that are engaged in banking activity shall have no right to demand redemption of shares by the Company.
2. The list of the shareholders having the right to demand redemption by the Company of shares belonging to them, shall be made on the basis of the data of the register of shareholders of the Company at the date of drawing up of the list of shareholders of the Company having the right to participation in the general meeting of shareholders agenda of which includes issues, voting on which according to this Law can entail occurrence of the right to demand the redemption of shares.
3. Redemption of shares shall be carried out by the Company at the price not below the average price of purchase of shares of the Company for last six months previous to the date of adoption of the decision by the general meeting, the right, which have entailed occurrence of the demand of estimation and redemption of shares.
Article 70. The Procedure of Realization of the Right of Shareholders to Demand Redemption by the Company of Shares Owned by Them
1. The company shall be obliged to inform shareholders on their rights to demand redemption by the Company of shares belonging to them, the price and the procedure of the redemption.
2. The notification of shareholders about the general meeting of shareholders the agenda of which includes issues, voting on which can entail occurrence of the right to demand the redemption the Company of shares according to this Law, should contain the data specified in point 1 of this Article.
3. The written demand of the shareholder about redemption of shares belonging to him/her shall sent to the Company with indication of residence (location) of the shareholder and number of shares, redemption of which is demanded.
The demand of shareholders of redemption of shares belonging to them should be filed with the Company no later than 45 days from the date of adoption of the a corresponding decision by the general meeting of shareholders. The company shall be obliged to redeem shares from the shareholders who have filed the demand of redemption in the established term, within 30 days from the moment of submission of such a demand.
4. The shares shall be purchased by the Company at the price specified in the notification on the general meeting the agenda of which shall include issues, voting on which can entail occurrence of the right to demand redemption by the Company of shares according to this Law. The total number of shares of own release purchased by the joint-stock company should not exceed 10 percent from total number of shares that have been issued by the Company. In case if the total of shares concerning which the demands of redemption are filed exceeds the number of shares which can be redeemed by the Company in view of the restriction established above, the shares shall be repaid from shareholders proportionally to the declared demands.
Article 71. Definition of a Market Price of Property
1. A market price of property, including the price of shares or other securities of the Company, is the price at which the seller having the full information on cost of property and not obliged to sell it, would agree to sell it, and the buyer having the full information on cost of property and not obliged to purchase it, would agree to purchase.
2. A market price of property shall be established by the decision of Board of Directors of the Company on the basis of the recognized market quotations or the conclusions of independent appraisers of property unless otherwise is established by the charter of the Company.
The company shall be obliged to determine a market price of property in the cases stipulated by this Law and the charter of the Company.
3. Attraction of the independent appraiser for determination of the market price of property shall be obligatory in case when the Company redeems shares of shareholders according to Article 70 of this Law.
Chapter VIII
Large Transactions
Article 72. Large Transactions Connected to Purchase or Alienation of Property by the Company
1. The following are large transactions:
- the transaction or several interrelated transactions on purchase or alienation or opportunity of alienation by the Company directly or indirectly of property the cost of which makes 10 and more percent of balance cost of assets of the Company for the date of making decision on the conclusion of such transactions;
- the transaction or some the interrelated transactions on placement of simple shares or preference shares, convertible into simple shares, making more than 25 percent of the simple shares earlier placed by the Company.
2. Estimation of the price of the property being a subject of the large transaction, shall be carried out by Board of Directors of the Company according to Article 71 of this Law.
Article 73. Fulfillment of the Large Transaction Connected to Purchase or Alienation of Property by the Company
1. The decision on fulfillment of the large transaction the subject of which is the property costing from 20 and more percent of the balance cost of assets of the Company for the date of making decision on fulfillment of such transaction shall be adopted by Board of Directors of the Company by the majority of votes. The charter of the Company shall stipulate the opportunity of Board of Directors to make a decision on the transaction the subject of which is the property of the Company costing less than 10 percent of the balance cost of assets of the Company.
2. The decision on fulfillment of the large transaction subject of which is the property costing 20 and more percent of the balance cost of assets of the Company as of the date of making decision on fulfillment of such transaction, shall be adopted by the general meeting of shareholders by the majority no less than two thirds of total of voting shares of the Company.
3. The company shall have the right to dispose its own social and cultural entities at its own discretion.
Article 74. Purchase of 50 or More Percent of Simple Shares of the Company
1. The person having intention to independently or jointly with an affiliated person (persons) to purchase 50 or more percent of the placed simple shares of the Company in view of amount of shares belonging to it, shall be obliged no later than 30 days before the date of purchase of shares to send a written statement to the Company with the offer on purchase of the specified shares with indication of the price of their purchase.
2. The offer of the person specified in point 1 of this Article, on purchase of simple shares shall be forwarded to all shareholders to owners of simple shares of the Company in writing no later than 30 days after reception of the offer.
3. The shareholder shall have the right to accept the offer on purchase of shares in terms no more than 30 days from the moment of reception of the offer, and the person who has made such offer, shall be obliged to redeem them.
4. The offer to shareholders on purchase of shares shall contain the data on the person, who purchases 50 or more percent of simple shares of the Company (name, address or location), number and the price of purchase of shares offered to shareholders, term of purchase of shares.
5. Specifics of purchase of the shareholding of the bank, giving the right to directly or indirectly control, shall be regulated by a special Law.
Chapter IX
Interest In Fulfillment Of The Transaction By The Company
Article 75. Interest of Officials and Their Affiliated Persons in Fulfillment of the Transaction by the Company
The persons interested in fulfillment of the transaction by the Company, shall be officials of the Company, the shareholder (shareholders) owning together with affiliated person (persons) 20 or more percent of voting shares of the Company, and also members of their families in case if they:
- are the party of such transaction or participate in it as the representative or the intermediary;
- Own 20 or more percent of voting shares (shares, parts) the legal person being the party of the transaction or participating in it as the representative or the intermediary;
- are officials of the legal person being the party of the transaction or participating in it as the representative or the intermediary.
Article 76. The Information on Interest in Fulfillment by the Company of the Transaction
The persons specified in article 75 of this Law, shall be obliged to provide the following information to Board of Directors of the Company, the auditing committee (auditor) of the Company and the auditor of the Company:
- about legal entities in which they own independently or together with the affiliated person (persons) have 20 or more percent of voting shares (share, part);
- about legal entities in which they occupy positions in the management board;
- about prospective transactions with the Company in which they can be recognized as interested persons.
Article 77. Requirements to the Order of the Conclusion of the Transaction of Interest
1. The decision on conclusion by the Company of the transaction in fulfillment of which there is an interest of members of the executive body of the Company, Board of Directors, shall be adopted by Board of Directors of the Company by the majority of votes of the directors who are not interested in its fulfillment.
2. For making decision on conclusion of the transaction in fulfillment of which there is an interest of persons mentioned in item 1 of this Article, by Board of Directors of the Company unless otherwise is established by the charter of the Company, it should be established, that the cost which the Company will receive for alienated property or rendered services, is not lower than the market price of this property or the services, established by Article 71 of this Law, or cost of purchase of property or services does not exceed a market price of this property or the services, established by article 71 of this Law.
3. The decision on conclusion by the Company of the transaction in fulfillment of which there is an interest, related by this Law to the competence of the general meeting of shareholders, shall be adopted by the general meeting of shareholders by no less than two thirds of votes of the total of voting shares of the Company. Thus the shares belonging to shareholders interested in the transaction, do not participate in calculation of total votes, and neither do they vote on the given issue.
4. Conclusion of the transaction in fulfillment of which there is an interest, does not require decision of the general meeting of shareholders stipulated by point 3 of this Article, in cases, if:
- the transaction represents a loan issued by the interested person to the Company;
- the transaction is made during implementation of usual economic activities between the Company and other party taking before the moment from which the interested person is considered as such according to article 75 of this Law (the decision shall not be required till the date of the following general meeting shareholders).
5. In case if by the date of the general meeting of shareholders it is impossible to establish the transactions made during the economic relations between the Company and other party of the transaction in fulfillment of which there can appear an interest in the future, requirements of point 3 of this Article shall be considered executed under condition of adoption by the general meeting of shareholders of the decision to establishment contractual relations between the Company and other person with indication of character of transactions which can be accomplished, and their ceiling amounts.
6. In case all members of Board of Directors of the Company are interested persons, the transaction should be accomplished by the decision of general meeting of shareholders according to point 3 of this Article.
7. Additional requirements to the order of conclusion of the transaction in fulfillment of which there is an interest can be established by normative legal acts of the Kyrgyz Republic .
Article 78. Consequences of Non-Observance of Requirements to theTransaction in Fulfillment of Which There is an Interest
1. The transaction in fulfillment of which there is an interest accomplished with infringement of requirements to the transaction, stipulated by Article 77 of this Law can be recognized void in the order established by the legislation of the Kyrgyz Republic .
2. The interested person bears before the Company the responsibility at a rate of the losses caused by it to the Company. In case if several persons bear the responsibility, their responsibility before the Company shall be joint.
Chapter X
The Account And The Reporting, Documents Of The Company.
The Information On The Company
Article 79. Accounting and Financial Reporting of the Company
1. The company shall be obliged to maintain accounting and to represent the financial reporting according to the legislation of the Kyrgyz Republic on the accounting and auditing.
2. The responsibility for organization, status and reliability of accounting in the Company, duly submission of the financial reporting to the appropriate bodies, and also data on the activity of the Company, represented to shareholders, creditors and in mass media, shall be carried by the executive body of the Company according to this Law, other normative legal acts of the Kyrgyz Republic, the charter of the Company.
3. The annual report of the Company shall be subject to the preliminary approval by Board of Directors of the Company no later than 30 days prior to the annual general meeting shareholders.
Article 80. Storage of Documents of the Company
The company shall be stored all its documents according to the legislation of the Kyrgyz Republic .
Article 81. Providing Of The Information By The Company
1. The information on the Company shall be provided according to requirements of this Law and other normative legal acts of the Kyrgyz Republic and the charter of the Company.
2. The open company with more than 500 shareholders or which has publicly placed at lease 1 issue of securities shall be obliged annually, within 2 months after annual meeting of shareholders, but no later than July, 1 of the year following for accounting one, to publish the annual report on financial and economic activity of the Company in mass media.
Article 82. Providing of the Information by the Company to Shareholders
1. The company shall provide the shareholders with access to the following documents:
- constituent documents of the Company, changes and the additions brought in constituent documents of the Company;
- certificate on the state registration (re-registration) of the Company;
- certificate on the state registration of releases of securities of the Company;
- internal documents of the Company;
- annual, quarterly and other reports submitted to the state bodies;
- prospectuses of issues of securities of the Company;
- minutes of general meetings of shareholders of the Company, sessions of Board of Directors of the Company, the auditing committee (auditor) of the Company;
- lists of affiliated persons of the Company with indication of the number and a category of shares belonging to them;
- conclusions of a auditing committee (auditor) of the Company, the auditor of the Company, the state financial control;
- other documents stipulated normative legal acts of the Kyrgyz Republic, the charter of the Company, internal documents of the Company, decisions of the general meeting of shareholders, Board of Directors of the Company.
2. At the demand of the shareholder the Company shall be obliged to issue copies of documents stipulated by point 1 this Article of other documents of the Company, stipulated by normative legal acts of the Kyrgyz Republic . The amounts of payment shall be established by the Company and should not exceed the cost of charges on manufacturing copies of documents and the payment of expenses on sending by mail.
Article 83. Obligatory Publication of Information by the Company
1. The company. Besides the data specified in point 2 of article 81 of this Law shall be obliged to publish:
- the information on the order and place of acquaintance of potential investors with the prospectus of issue of shares of the Company in cases stipulated by normative legal acts of the Kyrgyz Republic ;
- notification on the general meeting of shareholders in the order stipulated by this Law;
- other data established by authorized state body of the Kyrgyz Republic , regulating the securities market.
2. The company, including the closed company, in case of public placement of bonds or other securities by shall be obliged to publish the information in the volume and the order established by the authorized state body of the Kyrgyz Republic , regulating the securities market.
Article 84. Information About Affiliated Persons of the Company
1. Affiliated persons of the Company shall be obliged to notify in writing the Company and the authorized state body of the Kyrgyz Republic regulating the securities market on shares of the Company belonging to them with indication of their amount and categories no later than 10 days from the date of purchase of shares.
2. If in result of failure to provide the specified information through the fault of affiliated persons or overdue submission the property damage is caused to the Company, the affiliated person shall bear responsibility before the Company in the amount of cost of the damage caused.
Article 85. The Order of Effectuation of this Law
1. To effectuate this Law from the moment of publication.
For joint-stock companies within 1 year from the moment of publication of this Law to bring charters of the Company into compliance with this Law.
2. In case of contradiction of the norms contained in this Law with other laws, provisions of this Law shall apply.
3. To recognize the following invalid from the moment of introduction of this Law:
- articles 52-79 of Chapter 4 of Section 2 of the Law of the Kyrgyz Republic "On economic companies and societies" of November, 15, 1996, # 60;
- points 6-11 of Article 2 of the Law of the Kyrgyz Republic "On Amendments and Additions in Certain Acts of the Kyrgyz Republic " of December, 2, 1998, # 148;
- points 2-6 of Article 6 of the Law of the Kyrgyz Republic "On Amendments and Additions in Certain Acts of the Kyrgyz Republic " of November 27, 1999, # 131.
4. For Government of the Kyrgyz Republic :
- to bring the resolutions into compliance with this Law;
- to adopt necessary legal acts on the issues related by this Law to the competence of Government of the Kyrgyz Republic ;
- to submit proposals to Jogorku Kenesh of the Kyrgyz Republic on bringing the legislation of the Kyrgyz Republic into conformity with this Law.
President of the Kyrgyz Republic A.Akaev
Adopted by the Legislative Assembly
of Jogorku Kenesh of Kyrgyz Republic January 28, 2003