LAWS
OF THE REPUBLIC OF TAJIKISTAN
“ON
STATE REGISTRATION OF LEGAL ENTITY”
Article 1. Relations regulated by the present law.
The present Law regulates the relations appeared during the registration
of legal entity, reorganization and liquidation, changes and amendments
in basic documents , introduction of single state register of legal
entities as well as recording of registration of representative
offices and branches of the legal entities.
Article 2. Legislation
on state registration of legal entities.
Legislation on state registration of legal entity based on Constitution
of the Republic of Tajikistan and comprises the present Law,
other laws as well as international legal acts admitted by the Republic
of Tajikistan.
Article 3. Basic terms
State registration of legal entity – actions of an authorized state
agency on registration of a jural fact of creation, reorganization
and liquidation of a legal entity. Mandatory form of its approval
is determined by the Legislation of the Republic of Tajikistan.
Recording of registration of representative offices and branches
of a legal entity – is an official recognition of a subject of economic
activity without the status of a legal entity. Obligatory form of
its approval is determined by the Legislation of the Republic of
Tajikistan.
Certificate on state registration is an official state document
testifying the status of a legal entity issued simultaneously with
data on a legal entity included into single state register of legal
entities.
Single state register of legal entities is a single state information
analytical data base on created, reorganized and liquidated legal
entities on the territory of Republic of Tajikistan.
Article 4. Purposes of
state registration
State registration of legal entities on the territory of the RT
is implemented in order to:
- approve the fact of establishment, reorganization and liquidation
of a legal entity;
- compliance of constituent documents of created, reorganized or
liquidated legal entities on the territory of the Republic of Tajikistan
with the legislation of the RT;
- introduction of a single state register of legal entities;
- providing of data on established, reorganized or liquidated legal
entity in the determined by the Legislation order.
Article 5. Areas of the law implementation
Legal entity created, reorganized or liquidated on the territory
of the Republic of Tajikistan independent from its activity, organization
legal form and list of founders (participants) in the order determined
by the present Law are subjected to state registration.
Branches and representative offices of a legal entity independent
from the type of property are subjected to recording registration
in the order determined by the present Law.
Force of the present Law does not cover state agencies, acting as
legal entities, the order of establishment of which is determined
by other Laws of the RT.
The order of state registration of political parties, public, religious
organizations and mass media as legal entities is determined by
corresponding Laws.
Article 6. State bodies of state registration
State registration of a legal entity on the territory of the RT
is implemented by the Ministry of Justice of the RT, departments
of Ministry of Justice of Gorno-Badakhshan Autonomous Oblast and
oblasts.
Article 7. Authorities
of the ministry of justice of the Republic of Tajikistan
The Ministry of Justice of the Republic of Tajikistan has the following
authorities:
- to implement legal verification of legal entities located on the
territory of Dushanbe, towns and regions of republican subordination
, legal entities with foreign investments share, financial institutions
and International Public Associations irrespective of organizational
legal forms;
-to issue certificates on state registration of legal entities located
on the territory of Dushanbe, towns and regions of republican subordination,
legal entities with foreign investments share, financial institutions
and International Public Associations located on the territory of
the Republic of Tajikistan irrespective of legal organizational
forms;
-to maintain single state register of legal entities of the Republic
of Tajikistan;
-to publish quarterly the list of registered, reorganized and liquidated
legal entities in official editions of the Ministry of Justice of
the Republic of Tajikistan;
- maintain recording registration of representative offices and
branches of a legal entity;
- remove a legal entity from a single state register and seize a
certificate on state registration of legal entity;
- inform state agency on statistics and tax bodies on location of
legal entity, data on establishment, reorganization and liquidation
of legal entity;
- implements other authorities provided by the present Law.
Article 8. Authorities
of departments of justice of Mauntainous-Badakshan autonomous region
and regionts
Departments of Justice of Mauntainous-Badakshan Autonomous region
and regionts have the following authorities:
- to implement legal verification of constituent documents of legal
entities located on the territory of region except legal entities
indicted in paragraph 1 of Article 7 of the present Law;
- to issue certificates on state registration of legal entities
located on the territory of region except legal entities indicated
in paragraph 2 of article 7 of the present Law;
-to implement state register of legal entities on corresponding
territory;
- to provide the data on state registration of legal entities to
the Ministry of Justice every month;
- to maintain recording registration of representative offices and
branches of legal entities;
- to provide data to state statistics and tax agencies regarding
location, creation, reorganization and liquidation of a legal entity;
- to implement other authorities provided by the present Law.
Article 9. The order of
state registration of a legal entity
An application with the following documents is submitted to a corresponding
registering body for state registration of created legal entity:
- constituent documents of a legal entity provided by Article 53
of the Civil Code of the Republic of Tajikistan;
- decision of constitutor on creation of legal entity. If constitutors
of a legal entity are more than one, the decision is made at a general
meeting of constitutors and the minute of General Meeting of constitutors
is submitted to a registering body. The Minute is to include the
following issues:
à) decision on creation;
á) decision on approving of constituent
documents;
â) decision on appointment of a Head of
an Executive Body of a legal entity;
- extract from a single register on state registration if the constitutor
(constitutors) is another legal entity;
- data on physical person if the constitutor(s) is a physical person;
- documents conforming legal address and location provided by an
authorized state agency;
- document on establishment of assessed fund in cases provided by
the Legislation of the Republic of Tajikistan;
- receipt or the copy of payment order of state duty.
Application and documents indicated in extracts of parts 1 and 2
of the present Article are signed by a constitutor (s) or his authorized
person if he is a physical person, in case a constitutor (s) is
a legal entity the documents are signed by the chief and stamped.
Mentioned documents are submitted in two copies, one of which after
passing state registration is certified by corresponding agency
and issued to a declarant together with a certificate on state registration.
Constitutor(s) should apply to a registering body for state registration
of legal entity within the month from the moment of constituent
documents’ adoption.
State registration of the legal entity is implemented by a registering
body within 10 days from the moment of submission of indicated in
the present Article documents in case other term is not indicated
by the Legislation of the Republic of Tajikistan.
Registering body within the period of 10 days from the moment of
state registration informs state statistics and tax bodies on registration
at the place of location of a legal entity.
Article 10. Issue of a
certificate on state registration of a legal entity.
Due to the results of documents verification indicated in Article
9 of the present Law if conclusion of legal verification is available,
the registering body issues a certificate on legal entity registration
to a constitutor or his representative or rejects in certificate
issuing according to Article 13 of the present Law.
Sample of a certificate on state registration of a legal entity
as well as Provision on the order of implementation of legal verification
of constituent documents of legal entities are approved by the Ministry
of Justice of the Republic of Tajikistan.
Issue of a certificate on state registration of a legal entity is
not the base for the beginning of implementation of separate types
of activity as a legal entity has a right to implement separate
types of activity only after receiving a license. A constitutor(s)
transfers money in the amount of 2 minimal salary to the account
of a registering body to prepare a certificate on state registration
of a legal entity and other costs connected with state registration
of legal entities.
Article 11.Recording of
registration of representative officers and branches
Recording of registration of representative offices and branches
of a legal entity is maintained by a corresponding registering body.
The following documents are to be submitted for registration of
representative offices and branches of legal entities:
- application of a legal entity on registration of its representative
offices and branches;
- assured by state notary copies of constituent documents of a legal
entity which establishes representative office or a branch;
-decision of an authorized agency of a legal entity on:
à) creation of an official representative
office or a branch office;
á) approving of a Provision;
â) appointment of a Head of a Representative
office or a branch office;
- charter of a representative office or a branch of a legal entity;
- letter of attorney issued to the Director of the Representative
Office and branch of the legal entity;
- a document conforming location of the branch and representative
office of the legal entity;
- receipt or payment order on state duty payment according to the
Legislation of the Republic of Tajikistan.
Data on Representative Offices and branches of the legal entities
is included in single state register of legal entities. Extract
from a register is issued due to results of recording of registration
of the representative offices and branches.
Approval of the documents indicated in part one of the present article
and the recording of registration of the representative offices
and branches of the legal entities are implemented in the order
and within the term provided by Article 9 of the present Law.
Article 12. State duty
State duty for state registration of legal entities and recording
of registration of their representative offices and branches is
levied in the order determined by the Legislation of the Republic
of Tajikistan.
Article 13. Refusal to
state register of the legal entity
The purposes of refusal to state register of the legal entity and
recording of registration of its representative offices and branches
can be the following:
- non observance of the requirements of the Legislation on the order
of legal entities creation;
- non compliance of submitted documents with Legislation of the
Republic of Tajikistan;
- in case another legal entity with the same name is registered
on the territory of Republic of Tajikistan.
The reasons of refusal to state register of the legal entity are
indicated in the conclusion of the legal verification.
Refusal to state register of the legal entity due to unreasonableness
of its creation is prohibited.
Refusal in state registration as well as evasion from state registration
can be appealed in the court.
Article 14. Single state
register for legal entities
Single state register of the legal entities located on the territory
of the Republic of Tajikistan is issued by the Ministry of Justice
of the Republic of Tajikistan.
Single state register of the legal entities includes:
- the name of the legal entity as well as data of its representative
offices and branches;
- legal address and location of the legal entity, its representative
offices and branches;
- organizational legal form of the legal entity;
- data on assessed fund;
- data on a constitutor (s) of the legal entity;
- number and the date of a certificate on state registration of
the legal entity;
- data on licensing of a type of activity of a legal entity;
- data on re registration of the legal entity;
- annual data on activity of a legal entity;
- data on location of a legal entity in the process of reorganization
or liquidation;
- data on reorganization or liquidation of a legal entity.
Legal entities, their representative offices and branches registered
according to the present Law are obliged to submit data on their
activity to a registering body annually until March 1.
Non observance of the requirements of part three of the present
Article exempts a registering body from the responsibility for reliable
data registered in single state register and in accordance with
the Legislation of the Republic of Tajikistan a constitutor(s) is
made answerable for it.
Before it, a registering body is obliged to notify a legal entity
on submission of annual data required to be put in a register.
Article 15. Statistical
record of a legal entity
State statistics body based on data submitted by the registering
body should include enterprises and organizations of the Republic
of Tajikistan into sate register as well as data on state registration
of the legal entities with awarded identification code of the common
classification of enterprises and organizations, classification
codes and issue an informational letter awarding the code of common
classification of enterprises and organizations.
Article 16. State re registration
of a legal entity
Legal entity subject to state re registration in the following case:
- making changes and amendments in constitutional documents of a
legal entity;
- reorganization of a legal entity;
- court decision regarding reorganization
of a legal entity;
- in other cases provided by the Legislation of the Republic of
Tajikistan.
Changes and amendments in constituent documents of registered legal
entities are made by the decision of a constitutor(s) or other authorized
body if other is not provided by the Legislation.
In case of making changes and amendments in constituent documents,
a legal entity is obliged to submit an application on re registration
to a registering body within one month from the moment of making
a decision on changes and amendments in the constituent documents.
State re registration of a legal entity based on abstracts 1 and
4 of the part 1 of the present Article is implemented without state
duty payment.
The following documents are submitted to a registering body when
state re registration of legal entities takes place:
- application on re registration;
- decision of an authorized body of a legal entity on making changes
and amendments in constituent documents;
- constituent documents with changes approved in the determined
order;
- earlier registered constituent documents and a certificate on
state registration (original);
- conformation of registration of a legal entity in corresponding
tax body;
- reference conforming the legal address and location of a legal
entity;
- receipt or payment order on state duty payment if other is not
determined by the Legislation.
Registering body issues a certificate on re registration of a legal
entity due to the results of re registration.
When reorganization, fusion, separation, joining, reorganization,
appropriation of legal entities take place, the act on transmission
or separate financial statements with indication of a status of
an appropriate assignee due to liabilities of reorganized legal
entity are submitted to a registering body.
Changes and amendments in constituent documents of a legal entity
subject to state registration in the order and within the terms
as state registration of a legal entity and become effective from
the moment of registration.
Article 17. Issue of a
duplicate of a certificate on state registration of a legal entity
and a certificate on re registration of a legal entity.
In case a legal entity looses or upon its application, a registering
body within 10 days issues a duplicate of a certificate on state
registration of a legal entity and a certificate on re registration
of a legal entity.
Article 18. State registration
of legal entity liquidation
A constitutor (participant) of a legal entity or a body making the
decision on liquidation of a legal entity is obliged to inform a
registering body on its decision.
A registering body received a decision on liquidation of a legal
entity vivificates the observance of rules of liquidation and due
to results of the verification put data on status of a legal entity
into a single state register.
The owner of a property of a legal entity or an authorized body
who has made a decision on liquidation of a legal entity should
submit in the relevant registering body the following documents:
- an application;
- copy of a decision on liquidation of a legal entity;
- originals of constituent documents on state registration, a certificate
on registration
or registration of a legal entity;
- act on liquidation of a legal entity approved by the owner or
an authorized body.
Registering body within the period of ten days from the moment of
liquidation termination:
- verifies the observance of the order of liquidation;
- puts data on liquidation of a legal entity into a single state
register;
- informs statistics and tax bodies whereabouts the legal entity
locates on liquidation of a legal entity;
- issues an extract from a single state register.
Legal entity is considered liquidated from the moment of making
changes of corresponding data into single state register of legal
entities.
Article 19. Responsibility
of violation of law
Persons violated the provisions of the present Law bear responsibility
according to the Legislation of Republic of Tajikistan.
Article 20. În
admission of the law of the Republic of Tajikistan be invalid
“On state registration of entities in the Republic of Tajikistan
"
Admit the Law of the Republic of Tajikistan “On state registration
of entities in the Republic of Tajikistan” invalid (Registers of
Supreme Soviet of Tajik SSR, 1991, #5, Article 39; Àkhbory
Majlici Oli Chumkhuri Tojikiston, 1997, #23-24, Article 333, Chapter
V).
Article 21. On the law
coming into force
The present Law is put into force after its official publication.
April 22, 2003
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