The present Law defines the legal basis of establishment, functioning, reorganisation and liquidation of Joint-stock companies, rights and responsibilities of their participants (shareholders).

Article 1. The concept of Joint-stock company
Joint-stock company is an enterprise, in which the deposits of physical and (or) juridical persons are amalgamated into capital fund (capital) , divided into certain number of shares, certifying obligation Law of participants ( shareholders) in relation to Joint-stock company.

Article 2. Legislation on Joint-stock company
Relations connected with the establishment, functioning, reorganisation and liquidation of Joint-stock company, rights and responsibilities of share-holders are regulated by the present Law and Laws "On foreign investments in Turkmenistan", "On foreign investment activities in Turkmenistan" and other legislative acts of Turkmenistan.

1. Company is a juridical person. It has its own property and on behalf of its name to obtain and carry out the property and personal non-property rights, take responsibilities, to be plaintiff and to be defendant in the court.
2. According to its duties Company takes responsibility by all its property on which the penalty can be incurred according to the present legislation of Turkmenistan. The State is not responsible for the duties of the company as well as company is not responsible for the duties of the state and its bodies. The Company is not responsible for the duties of its shareholder, as well as shareholders are not responsible for the duties of the Company and do not take risk of loss connected with its activity, only in the limits of the cost of shares belonging to them.
3. The Company is founded for unlimited period of time, if the other is not set up by its constituent documents. The Company is recognised to be established since its state registration in the adopted order.

1. Joint-stock company has its own name in Turkmen and Russian languages, including in abbreviation, where the type of the Company is also indicated.
   Joint-stock company also has the right to have the name in foreign language.
2. Joint-stock company, the name of which is registered in the order required by the legislation of Turkmenistan, has an exclusive right to use it. The name of Joint-stock company cannot contain the direction of belonging to Turkmenistan, the corresponding ministry, institution, departments, public organisation.
3. Joint-stock company has a seal of the required sample and has the right to have its own emblem, trade mark of the firm registered in the required order, stamps and forms with its name, which should not include the state symbols of Turkmenistan.
4. The location of the Joint-stock Company and its juridical address is a place, where the departments of administration are located.

1. Joint-stock Company can be of open and closed type, which is reflected in its constituent documents.
2. Open company has the right to conduct open subscription to the shares issued by it and carry out its free sale according to the requirements of the present Law and other legislative acts of Turkmenistan. Shareholders of open company can alienate their own shares without consent of the other shareholders of this company.
   The company has the right to conduct closed subscription to their issued shares, if it is provided by Charter of the company.
3. Company, where the shares are distributed among its founders or the other circle of persons defined in advance is the closed company. Such a company has no right to conduct open subscription to the shares issued by it.
   The shareholders of the closed company have preference in obtaining the shares of the company or shares sold by other shareholders of this company.
4. The number of shareholders of the open company is not limited. The number of shareholders of the closed company can not over fifty. The company can not have as a single shareholder the other enterprise consisting of one person.

1. Company has a right to establish the daughter enterprises, brunches and agencies at the territory of Turkmenistan and foreign countries.
2. The daughter enterprises has the right of juridical person and independently takes responsibility on its duties. The daughter enterprises is not responsible for the debts of the establishing company and company is not responsible for the debts of the brunch.
3. Brunch and agency of the company are not juridical persons. Brunch and agency are equipped with the property of the establishing company and carry out their activity, on the base of regulations on them certified by the company. The management of the brunch and agency is conducted by the manager appointed by the company on the base of the power of attorney given him by the company. The manager, administering the brunch or the agency takes responsibility to the company according to the legislation of Turkmenistan.

1. The founders of the company can be physical as well as juridical persons of Turkmenistan and foreign countries, and also non-resident persons. The number of founders of the company can not be less than two.
2. The founders (participants) sign the written agreement between themselves, which defines the order of their joint activity on establishing of the company, type of company, the size of capital fund , the categories and order of their payment, rights and responsibilities of the shareholders of the company. The agreement on establishing of the company is not its constituent document.

1. The decision on establishing the company is taken by the constituent assembly which has the authority in the presence of all founders or their authorised representatives.
2. The Constituent Assembly takes decisions:

• unanimously on the issues of establishing company, approving of the constituent agreement and Charter, the financial evaluation of the deposits, made by the founders in the natural form;
• by qualified majority, by two-thirds of votes - on the issues of election of executive and controlling bodies of the company, and also on issues of establishing supervisory council;
• by the ordinary majority of votes - on the issues of election of the chairman of constituent assembly on other issues.

Company takes the responsibility on duties of the founders, concerning to its establishment, in case of the further approval of its actions and expenditures by the general assembly of shareholders.

1. The Constituent document of the company is its Charter.
2. Except the information required by the legislation of Turkmenistan, the Charter of the Company should include the next clauses:

• Full and abbreviated name of the company;
• Juridical address;
• Type of the company (open or closed);
• The subject and goals of the activity;
• The staff of the founders;
• The size of the capital fund and conditions of its payment;
• The order of subscription to the shares;
• The number, categories (simple, privileged) and types of issued shares and their alignment , nominal value of shares;
• The number of shares;
• Fulfilment of obligations on issue of shares and their redeeming;
• The order of distribution of profit;
• The way of establishment, quantity, competence and the period of authority of the numbers of executive and controlling bodies of the company;
• The rights of shareholders - owners of different categories and type of shares;
• The way of convening general meeting of shareholders, its legitimacy and procedure in case of illegitimacy, conditions and ways of issuing the right to vote;
• Information on branches of the company, its subsidiaries and agencies.

• on conditions of putting non-financial deposits and other advantages provided for founders of the company;
• on rights, connected with the issue of different categories and types of shares, on their quantity and nominal value;
• on rules of issue of bonds;
• on possibilities and procedures of withdrawing shares from circulation;
• on conditions and authorities, given to executive body of the company during the increasing of the capital fund . According to the Charter of Joint-stock company the limits, on the quantity of shares obtained by one shareholder can be put, and the privileged right of the company on obtaining shares sold by its shareholders, can be stipulated, if the other shareholders of this company did not use their privileged right on their obtaining.

1. All shareholders possess the rights and responsibilities proceeding from the present Law and Charter of the Company.
2. Shareholders have the right:

• to participate in the management of the company, defined by the Charter of the Company;
• to get part of the profit from companies activity;
• to make a deal with their own shares of the Company in the order proceeding from the present Law and Charter of the Company;
• to transfer the rights (or part of rights), given by shares to its representative (representatives);
• to get information on activity of the Company, including the acquaintance with the accountancy data and reports and other documentation in the order stipulated by the Charter of the Company;
• to receive part of the value of the ownership of the Company, in case of its liquidation, which will born after having settled accounts with credits, or its value in the order stipulated by the legislation of Turkmenistan and by the Charter of the company;
• to conduct decisions taken by the Company in court.

Shareholders can have and the other rights stipulated by the present Law and other normative legal acts of Turkmenistan and the Charter of the Company, including preferential right to receive products (services), produced by the Company, and also obtaining shares of the Company of a new issue.

• pay for shares in the order, size and ways stipulated by constituent documents of the Company;
• not to devolve confidential information on company's activity and to refrain from any activity which can cause a damage to the Company.

No duties can be placed on shareholders without their consent. Regulations of the Charter, decisions of the bodies of administration and control, placing certain responsibilities on shareholders are not legal.

• on reorganisation of the Company; on making a big bargain, the subjects of which is a property with the value of over 50 per cent of the value of net assets of the Company on the date of taking decision on making such a bargain;
• on introduction of changes and additions into the present Charter or approval of the Charter in the new edition, limiting their rights. The right of such demand appears at shareholders in the case, if they vote against the adoption of the mentioned decisions or did not participate in voting. The Company is obliged to inform the shareholders on their rights, price and order of redeeming.

1. Registration of companies, including the ones with foreign capital participation or as a result of privatisation of state enterprises is carried out in the order fixed by the legislation of Turkmenistan. The data on companies included in the registrar of juridical persons, has to be published regularly by registering bodies in official press.
2. The State body carrying out registration of the Company has the right to refuse to register the company in cases:

• if the establishment of the company was made with the violation or contradicts the requirements of the present Law any other acts of the legislation of Turkmenistan;
• if institutional document or declaration on establishment of the Company contain wrong, not complete or not exact information.

1. The deposits of the shareholders made for the obtained shares of the company make up the capital fund of the Joint-stock company, which defines the minimum size of the company's property guaranteeing the interests of its creditor.
   The minimum size of the capital fund of the Joint-stock company has to make up total nominal value of issued and placed shares of the company, equal to not less 200 times amount of the minimum salary fixed by legislation to the moment of making deposits by shareholders to the capital fund and presenting documents to state registration of the company.
2. The total nominal value of all shares, which the company has right to issue according to its Charter, make up the declared capital fund of the company. At the moment of establishing the company can issue and place shares for the amount of the declared capital fund or for the part of it. In this case, the total nominal value of the placed shares can not be less of the minimum size of the capital fund, fixed by the present Law.
3. The open subscription to the shares the process of establishing of the company is not admitted. All shares has to be placed among founders and paid during 12 months from the state registration of the company.
   At the moment of state registration of the society its capital fund has to be paid by founders at least not less than half the cost.
4. The number of company's issuing shares of each type, period and contributions of their issue in the limits of a capital fund are defined by the Charter of the company.

1. Joint-stock company has the right to increase or reduce the size of the declared capital fund.
2. The increase of the size of the capital fund of the company is allowed just only after the obtaining of all declared shares according to the decision of the general assembly of shareholders. Increase of the size of the capital fund of the company to cover its loss is not admitted.
   The company has the right to increase the size of the declared capital fund by means of increasing nominal value of shares, issue of the new shares. Changes according to the size of the capital fund has to be made into the Charter of the company and registered. Issue of the new shares before registration of the changes in the Charter of the company is prohibited.
3. The company has right to reduce the size of the capital fund by means of reducing nominal value of shares or reduction of their total number by means of obtaining part of shares with the aim of their annulment. Obtaining and redemption of the shares is admitted, if it is stipulated by the Charter of the company.
   The company has no right to reduce the size of the capital fund, if as a result of it, it will be less than minimum size of the capital fund defined by the present Law.
4. Decision on reduction of the capital fund of the company has to be registered in the order fixed by the present Law in the period of thirty days from its taking. After registration of the fact of reduction of the capital fund of the company, the governing body of the company is obliged to publish twice about that not less than 30 days interval in one of the official periodicals. The reduction of the size of the capital fund is admitted only in presence of a written agreement of the creditors of the company.
5. If after the end of the second and every next financial year the value of net assets of the company will be less than the capital fund, the company is obliged to declare and register in the fixed order the reduction of the size of its capital fund or declare about liquidation of the company.

Decision on increase or reduction of the size of the capital fund of the company is taken in general assembly by not less than two thirds of votes of total number of votes of shareholders.
Shareholders and bodies authorised by store, has the right to liquidate the company by the order of the court, if decision on reduction of the size of the capital fund or liquidation of the company according to the present article was not taken by the company.

Net assets of the company is the value of the amount of assets of the company with subtraction of its obligations to each assets. The cost of net assets of the company is calculated according to the accounting of the company in the order fixed by the body carrying out the state regulation of the system of accounting.

1. Balance and net-profit of the Joint-stock company is distributed in the order fixed by the legislation of Turkmenistan.
2. The net-profit of the company come to its full disposal and distributed according to the decision of the general assembly of the shareholders just only after the taking or passing the annual report, balance or financial report of the company.
3. The company has the right to establish the consumption and reserve fund at the expense of net-profit. The order of the formation and usage of the funds is defined by the Charter of the company.
4. Reserve fund of the company has to make up not less than 15 per cent of the capital fund. The size of the annual allocation to the reserve fund is fixed by the Charter of the company.

The reserve fund of the company is designed for covering the loss, redemption of the bonds of the company, payment of the interests on bonds and dividends on privileged shares also redeeming shares of the company in case of absence of other means. Reserve fund cannot be used for other purposes.

5. The company, according to its Charter and decision of shareholders can stipulated the formation of a special fund to provide shares to the employees of the company from a net-profit. Its means are spent exclusively for obtaining shares of the company, sold by shareholders of that company for further placing them among the employees of the company.

1. Dividend is a part of a net-profit of the Joint-stock company, distributed among shareholders proportionately to the quantity of the number of shares.
   Payment of dividends can be made by financial resources, and as an exclusion - by means of goods or other assets, if it is stipulated by the Charter of the company.
2. The form of payment of dividends and their rate of one share is fixed by general assembly of shareholders, if the other one is not stipulated by the Charter of the company. the company declares the rate of dividends without consideration of taxes from them.
3. The company has no right to declare and pay dividends:

• before full payment of all shares, which have to be redeemed by the company;
• if there is a real threat of insolvency of the company or such a threat will appear at the company as a result of payment of dividends;
• if the cost of a netprofit of the company less than the size of its capital or reserve funds.

1. The fixed dividend on privileged shares and interest on bonds is fixed by the company in the process of issue.

The shares, obtained not later than 30 days before the officially declared date of its payment have the right for dividends. Dividends are not paid for shares, which were not placed or obtained by the company.
Payment of dividends is carried out according to the Charter of the company. the interests for not paid and not received dividends are not added.
Dividends from shares is taxed according to the legislation of Turkmenistan.

1. Share is a security, issued by Joint-stock company and certifying depending on: B category and type the rights of shareholders: 1) for participation in the management of the company; 2) on receiving the part of a net-profit of the company as dividends; for part of the property of the company, which left after its liquidation.

The nominal value of all shares issued by the company has to be the same (equal) and defined in national currency of Turkmenistan.

2. A share is inadvisable in case, when one and the same share belong to several persons, and all of them are recognised as one shareholder, concerning to the company and can implement their rights through one of them or through joint representation. In case, stipulated by the legislation, the company can issue separate shares.

1. The company issues ordinary(with voting right) or privileged shares are issued in the volume, not exceeding 10 per cent of declared capital fund.
2. Issue of different categories of privileged shares can be stipulated by the Charter of the company or decision of the general assembly of shareholders. In the process of the solution of the problem of issue of privileged shares of different categories, the conditions of their placement and the order of circulation at the second market of securities are determined.
3. Shareholders-owners of the privileged shares have right to participate in the general assembly of shareholders in the solution of the next problems:

• reorganisation and liquidation of the company;
• on introduction of changes and addition to the Charter of the company, limiting the rights of shareholders-owners of that category of privileged shares;
• on granting advantages in the order of priority of payment of dividends (or) liquidation cost of shares to the shareholders of their category.

1. Simple share grants the rights to shareholder for participation in the general assembly of shareholders with the right to vote in the solution of all problems, submitted for voting.
2. Simple share grants shareholder the right to get dividends in the size, determined by the general assembly of the company according to the privileged shares, the right to get part of the property of the company in case of its liquidation in the order, set by the present Law or other legislative acts of Turkmenistan.

1. The privileged share of the company grant the shareholder preference compared to the owners of ordinary shares to get dividends in the size determined in advance, and also to a part of property in case of liquidation of the company in order set by the present Law and other legislative acts of Turkmenistan.
   Privileged shares of one type grant their owners equal volume of rights and have equal nominal cost. According to these shares additional privileges can be stipulated by the Charter.
2. Joint-stock company has right to put issue of next types of privileged shares into effect:

• with guaranteed size of dividends;
• with other volume of rights of shareholder.

The opportunity and terms of conversion of privileged shares to the ordinary can also be determined in the Charter of the company.

1. Under the distribution of shares the sale is meant shares are distributed next ways:

• among constituents of the Joint-stock company or the persons according to the present Law;
• privately - among qualified investors;
• open way - among non-limited persons circle, by means of free-sale according to the legislation on securities.

The first issue of company's shares is carried out only among its constituents. Further issue of shares is not allowed until the previous issue of shares of the company distributed.
Issue of company's securities is subject to stock registration in the order set by legislation of Turkmenistan on securities.

1. Joint-stock company issues shares in documentary or non-documentary form. The form of issue of shares is determined by the decision of general assembly of shareholders. Shareholders can be given summary certificate worth of summary nominal cost of shares. For inscribed stock, such a certificate or certified extract from registry of shareholders serve as a base for realisation of the rights of shareholder.
2. A share in the documentary form has to contain the next properties:

• the name of Joint-stock company, its location;
• the name of a security "a share", its ordinal number, date of issue, type of a share (ordinary or privileged), its nominal cost, the name of a holder;
• the size of declared capital fund of the company on the day of issue of shares, and also the number of issued shares;
• the term of payment of dividends;
• signature of the person authorised by the company and chief accounter of the company.

Such an extract can be given for general number of securities and has to contain the next information:

• the name of the Joint-stock company, its location;
• the number of securities, types and categories of securities;
• amount of securities and date of registration of issue, - the number of obtained securities;
• the name of owners;
• the income on privileged shares;
• seal and signature of the person authorised by the company;
• the name of organisation, keeping the registry of the holders of securities.

1. Shares can be given to the owners only after complete payment of their cost.

The form of payment of shares during setting it up is determined by the agreement on foundation of the company or by the Charter of the company. In additional issues of shares, conditions of their sale and payment are determined by general assembly of shareholders in prospectus of issue. The term of subscription to shares should not exceed six months.

2. Shares of the company are sold according to their nominal cost.

Shares of the company placed among constituents, has to be completely paid according to the 3 paragraph of article 13 of the present Law.

Shareholder, who did not pay his shares in the fixed period, according to the decision of general assembly can be recognised failing from the list of shareholders. He is notified about that. In case of not complete payment of the deposit by the founder, according to the decision of general assembly part which is not paid can be transferred for payment to another founder.

3. The sale of shares is carried out in the order, determined by the present Law, Charter of the company and other acts of the legislation of Turkmenistan.

Shares, placed by the company can not be sold by the price lower than the market one or nominal, depending on which quantity is bigger. This rule is not used:

- to the shares sold by the agent at the price which is lower than the market cost, but not more than the size of reward of the agent;
- to the shares, placed according to the options;
- by the shares which are subjected to conversion.

4. Payment for shares can be carried out by means of money in national currency of Turkmenistan, foreign currency at the rate set by the Central bank of Turkmenistan for the date of payment, property rights, including counting of the demands of creditors to the company, by the right of land use and right of results of activity, and also of other property.
   The rights for the results of intellectual property must be certified in documentary form according to the legislation of Turkmenistan.
   Payment of shares by means of securities is allowed only at the rate price of the later, determined at the organised market of securities. Payment of shares in the form of personal not-property rights or other non-material goods is not allowed.
5. Non-monetary deposit, made as a payment for shares is evaluated in the monetary form accordance with the current market cost. Governing body of the company has to state the reason, according to which its cost was determined, in the resolution on evaluation of motionless deposit.
   According to the Charter, the restrictions can be put on the types of property accepted as a payment for shares.
   In case, when the right for land use is transferred as a payment for shares, the size of that payment is determined by payment for use, estimated for the whole period of use of the property by the company.
   Withdrawal of the property ahead schedule if the right to use it serve as the payment for the shares of the company is not allowed without agreement of general assembly. If the other one is not stipulated by the agreement, the risk of accidental death or damage of the property, transferred to the company for use is placed on the owner of the property.
6. The share does not provide the right to vote before the payment is completely made, except the cases, when they are obtained by the founder at the moment of its establishing.

Unpaid shares which are at the disposal of the company do not provide the right to vote, and dividends are not paid for them. This shares do not participate in calculation of votes and are not considered in determining the quorum at the general assembly of the company.
Such shares has to be realised during half a year before they come to the disposal of the company, in other case the general assembly of the company has to take decision on decrease of the capital fund of the company by means of redemption of the indicated shares.

Joint-stock company has right to issue options to buy their shares, which give shareholders and employees of the company the privileged right to buy certain number of issued shares of the company. The price of shares included into the option has to be lower than their market or nominal cost depending on at the date of issue of a such option.

1. Joint-stock company has right to obtain the shares placed by it if it is stipulated by its Charter.

The obtaining of the placed shares by the Joint-stock company is carried out in condition of:

• taking decision by the company on decreasing of the capital fund;
• leaving of the company by one or several shareholders;
• reorganisation of the company;
• conversion of the privileged shares to simple, the presence of other reasons stipulated by the Charter.

1. Joint-stock company has no right to obtain the placed by its ordinary and privileged shares:

• before the complete payment of all declared fund of the company;
• if, at the moment of their obtaining by the company there is a real threat of involving bankruptcy of the company or such a threat will appear as a result of obtaining of shares;
• if, at the moment of its obtaining the cost of net assets of the company is less than Charter and reserve funds;

1. Shareholders possessing ordinary shares have the right to demand redemption of all or part of all shares possessed by them in cases:

• of taking decision on reorganisation of the company or making of a big deal by general assembly of shareholders, if they voted against taking of such decision or did not take part in voting on these issues;
• insertion of changes and additions to the Charter of the company or confirmation of the Charter in a new edition, restricting the rights of shareholders, if they voted against taking corresponding decision or did not take part in voting.

1. The company is obliged to inform shareholders about their rights to demand the redemption of shares belonging to them. The price and order of redemption.

The announcement on holding general assembly of the shareholders, the agenda of which can bring to arising of the right of shareholders to demand redemption of shares by the company has to include the information on the prices and order of realisation of redemption of shares.

2. The written demand of shareholder on redemption of shares belonging to them is directed to the company, indicating the place of residence of the shareholder and number of shares, the redemption of which he requires.

The period of presenting of a such demand of shareholders - is not later than 45 days from the day oftaking corresponding decision by general assembly and notification of shareholders about that.

After expiration of the period of presenting demand, the company is obliged to redeem shares of the shareholders who has made demands on redemption during 30 days.

3. The total sum of money directed by the company to redeem shares, should not exceed 10 per cent of the cost of the assets of the company to the date of taking decision on redemption.

If, the total number of shares, which can be redeemed less than the number of shares on which the demands on redemption were declared, the shares of shareholders are redeemed in proportion to the declared demand. Shares redeemed by the company, in case of its reorganisation are replayed in the process of redemption. Shares redeemed by the company in other cases, stipulated by the present Law, come in the disposal of the company. According to the paragraph 3, article 26 of the present Law specified shares do not give the company the right to vote and dividends are not added on them. They are to be realised not later than half a year after their redemption, in other case the general assembly of the shareholders has to take decision on decreasing of the capital fund of the company by means of redemption of these shares.

1. According to the decision of the general assembly of shareholders, the company has right to divide up or consolidate shares of the company.

Division of shares is made by means of increasing the total number of issued shares, with simultaneous and proportional decrease of the nominal cost of the shares of the company.

Consolidation of shares is made by means of decreasing of the total quantity of issued shares with simultaneous and proportional increase of nominal cost of shares of the company. Division and consolidation of shares should not bring to the changes of the size of the capital fund of the company.

2. In the process of holding consolidation and (or) division of shares, the corresponding changes relating to the nominal cost and number of newly placed shares of the company are introduced into the Charter of the company.
3. During consolidation and (or) division of shares by the company redemption of shares issued before, can be stipulated by the company in the limits of restrictions set by the present Law, according to the cost which has to be not less than balance or discount cost.

In case of formation of the separated part of shares, as a result of division and consolidation, the company by the consent of shareholder has the right to redeem this separated part of the share in the order set by the present Law.
Separation and consolidation of shares should not bring to the restriction of the rights of shareholders in the issues of voting, receiving dividends and part of the property in case of liquidation of the company.

1. According to the decision of the general assembly, Joint-stock company has the right to issue inscribed bonds with the aim of attracting means for realisation of investment programs and development of the activity of the company, if the other one is not set by its Charter.
   The General Assembly of the shareholders certifies the order and conditions of issue of bonds into circulation . The owners of bonds have no right to participate in the management of the company.
2. The nominal cost of the bonds is determined in national currency of Turkmenistan and can be determined in foreign currency.
   Bonds, issued into circulation are subjected to state registration in the order set by the legislation on securities and stock exchange in Turkmenistan.
   The company has right to issue bonds: provided by the property of the company; - provided by the guarantees of the third persons; - without providing for the amount, not overdrawing the size of assets of the company.
3. The company can issue bonds with simultaneous period of repayment or bonds with the period of repayment by series in certain periods. The company has right to issue euro-bonds according to the legislation of Turkmenistan.
   Discounting of the movement of the rights on bonds issued into circulation is carried out by means of registration them in the registry of the holders of bonds, introduction of which is placed on the company itself. The lost bond is renewed by the company for a charge.
4. The company has right to make repayment of bonds ahead of schedule according to wish of the owners. In this case of redemption and the period, not earlier of which they can be demanded on issue of bonds.

Realisation of bonds can be carried out directly by the Joint-stock company itself or investment institution.
Bonds holders have the privileged right to the owners of shares for distributed profit and assets of the company in the process of its liquidation.

1. The conversion of the Joint-stock company is the exchange of securities of one category or type for another type.

The conversion of securities of the company can be realised in case of:

• change of the nominal cost of securities, issued by the company;
• consolidation and division of securities;
• reorganisation of the company;
• change of privileged assets for ordinary in the process of the next issue of securities of company;
• in other cases, stipulated by the present Law and other normative legal acts of Turkmenistan.

1. Not later than 30 days from the moment of state registration, the company has to provide the holding of the registry of security holders of the company (further - registry). The order of keeping and storage of the registry is determined by the legislation of Turkmenistan.
2. The registry of the shareholders of the company represents the official list of the owners of securities of the company made up for a certain date and allowing to identify these owners and also the category and type, nominal cost and the number of the securities belong to them.
   The movement of inscribed stocks is fixed in the registry of the shareholders which is kept by the company and (or) on the assignment of the company by other juridical person (registrar), having permission for holding such activity. Registrar has inform the company about all changes in the registry in the order and terms set by the agreement among them.
3. Keeping of the registry includes the system of next actions:

• keeping of registration diary in chronological order;
• keeping of personal account of the registered shareholders of the nominal shareholders and mortgage holders;

• keeping of the register of issue and annulment certificates of shares;
• holding of discount and keeping of documents which are the base for introduction notes into the registry;

• registering of the application from the persons registered in the diary;
• holding discount of dividends;
• presenting information to the persons registered in the registry and providing the opportunity to be acquainted with the data from the registry.

Keeping a register also stipulates:

• reflection of total data; the volume of issues of securities; the information on the holders of securities and indication of recognized holders of securities; realization of bargains with securities;
• calculation and payment of dividends.

Requisites of the persons, which according the information presented to the company, have the rights of a pledge, should be also enlisted in the register indicating whether the holder of a pledge has right to vote on these issues.

1. The register can contain the other information stipulated by the legislation on securities (including the information on the persons keeping shares and conducting operations in the interests of shareholders). Information on the own shares obtained by the company - issuer, are subjected to obligatory into the register.
2. Keeping of the register is carried out by means of written record - keeping or by means of electron recording.

Entry in the register certifies arising of the right of property of the owner of share.
The company takes obligations to the owners of shares enlisted in the register, which were stipulated by the issued shares.
The bodies of the management of the company have to keep the register in a definite place of location of the juridical person of the Joint-stock company or (and) registrar, to provide opportunity to shareholders and holders of a pledge to acquainted with it. The information on shares, not fully paid has to be available for the public acquaintance.
The company, which entrusted conducting and conducting of the register to the specialised registrar is not exempted from the responsibility to conduct and keep it.
According to the claim of the shareholder, his authorized person or nominal holder of shares, register-keeper is obliged to certify his rights for shares by means of issue of the extract from the register.

1. Drawing of physical or juridical person in the process of making bargains with securities into fraudulent actions against the other physical person or juridical person by means of use unreliable information or not providing of the required information is illegal.

The person, who lost money as a result of such actions, has not the right to lodge a claim to the court. In this case according to the present legislation., a person, who lost money, has the right for compensation of the damage

1. Bargains, which are made by the managerial bodies of the company in the process of realisation of usual economic activity are regulated by the Charter of the company.

- bargain or several interrelated bargains, connected with the obtaining or alienating or the opportunity of directly or indirectly alienating the property by the Joint-stock company, total value of which makes up 25 or more per cent of the assets of the company.

1. Large bargain can be concluded with Joint-stock company, just only after taking preliminary decision by the managerial body of the company. All creditors of the company has to be notified about making of any large bargain by the company, not less than ten days before its making.

1. The cost of the property of the Joint-stock company being alienated, which is the subject of a big bargain has not to be lower than the market prices existing for the similar property at the place and the day of concluding a large bargain.

1. Non-observance of the demands, stipulated by the present Law and Charter of the company in the process of making a large bargain, causes invalidity of that bargain except the cases, when the person who concluded a bargain with a Joint-stock company acted conscientiously and did not know or had not to know in advance about non-observation of the indicated demands.

1. The members of the managerial bodies of the company; persons, holding posts in the managerial bodies of management of the company; - a shareholder, possessing together with the affiliated person ten and more per cent of shares giving the right to vote, and also their husband or wife, parents, children, brothers, sisters and their affiliated persons are recognised as persons interested in making a bargain by the Joint-stock company.

The persons indicated in the paragraph I of the article 39 of the present Law are obliged to inform the managerial bodies of the Joint-stock company, inspection committee (inspector) of the company and arbitrator of the company about:

1. juridical persons where they possess independently or together with his affiliated persons, ten or more per cents of voting shares (part, share);
2. juridical persons holdings post in managerial bodies;
3. bargains known to them as having been made or supposed to be made, where they can be recognised as interested persons.

1. The decision on concluding the bargain by Joint-stock company in making of which an interest exists is taken according to the Charter of the company by the managerial body by the majority of votes of members of that body not interested in its making.

1. if the amount of payment on bargain and the cost of the property which is the subject of the bargain exceed five per cent;
2. if the bargain and (or) several bargains interrelated among themselves are the placing of voting shares of the company or other securities which are converted into voting shares in the quantity overdrawing five per cent of the voting shares of the company issued before.

1. bargain is a loan given by the interested person to the Joint-stock company.
2. the bargain is made in the process of realisation of ordinary economic activity between company and other party which took place before the time from which the interested person is recognised as that according to the paragraph 1, article 39 of the present Law.

4. In case of impossibility to define bargains to the date of holding general assembly of shareholders, which are made in continuation of economic relations between the company and other part of bargain, in making of which can arise interest in future, the demands of the paragraph 2 of the present article are considered fulfilled in condition of taking decision by the general assembly of the shareholders on establishing of contractual relations between company and other person indicating of the character the bargains which can be made and their maximum amount.

5. In case, all the members of the body of management authorised by the Charter of the company to make bargains are recognised interested persons, a bargain can be made according to the decision of the general assembly of shareholders taken by the majority of votes of shareholders not interested in the bargain.

6. In case there is an interest to making the bargain which is a big bargain connected with obtaining or transferring of the property by the company (regulations principles of the article 36, 37, 40 of the present Law are applied).

1. The bargain, in making of which there is an interest, made with braking of the requirements to the bargain stipulated by the present Law and civil code of Turkmenistan of Saparmurat Turkmenbashi is recognised invalid.

The management of the issues of the company is carried out by:

-general assembly of shareholders which is supreme body of management of the issues of the company;
-supervisory Council of the company - management board of the company; inspection committee of the company.

1. General assembly of shareholders is the highest body of management of the Joint-stock company. The company holds the annual general assembly of shareholders and extraordinary general assembly of shareholders.

• the full form stipulated taking of decision of general assembly of shareholders by means of a personal participation of shareholders and (or) their plenipotentiaries. Extraordinary form stipulated taking of decision by shareholders on the paragraph of the agenda by means of written questioning and holding voting;

- mixed form give the shareholders their plenipotentiaries the opportunity of taking decision on the paragraph of the agenda by means of personal at the general assembly or by means of participation in the extraordinary voting.
Forms and procedures of holding of the general assembly of shareholders is determined by the supervisory council of the company according to the Charter of the company.

The subject of the exclusive competence of the general assembly of shareholders are:

• insertion of changes and additions in the Charter of Joint-stock company or conformation of the new version of the Charter of the company; reorganisation of the company;
• liquidation of the company, and also the appointment of a liquidation committee, confirmation of intermediate or final liquidation balances;
• determination of a quantity and the period of authority of the supervisory council of the company, election of its members and cessation of their authorities ahead of time;
• appointment of the board of the company, determining of its functions the period (time) of their authorities and conditions of their cessation, if according to the Charter of the supervisory council of the company;
• transferring of the authorities of executive body of the company to commercial organisation (managing organisation or individual entrepreneur (manager), signing a contract with them;
• election of the members of inspection committee of the company, determining the period of their authorities, conditions and order of their cessation ahead of time; confirming of the auditor of the company; confirmation of the annual according balances, reports on financial results of the activity of the company and the order of distribution of the profit; confirmation of the order of holding general assembly of shareholders;
• determining the form of information and order of the presenting of materials to shareholders, and also to the bodies of press to inform shareholders;
• determining the size of issue of shares;
• increasing or decreasing of the size of the capital fund of the company;
• taking decision on dividing and consolidation of shares;
• decision on making a bargain;
• decision on sizes of reward and(or) compensation of expenditures, connected with realising of the functions by members of supervisory Council; executive body, inspection committee, auditor; obtaining and redemption of placed shares by the company;
• participation in other organizations and associations;
• confirmation of organisational and practical documents, stipulated by the Charter of the company; transferring of authorities, belonging to the competence of general assembly of shareholders, to the supervisory council of the company;
• solution of other issues, stipulated by the present Law.

Issues, which are in competence of general assembly of shareholders, can not be transferred to the competence of the Supervisory Council and the executive body of the company.

1. The preparation for calling of the general assembly of shareholders carries out the Council of the company, which defines:

- the date, place and time of holding an general assembly of shareholders;
- the agenda;
- the form of holding the general assembly;
- date of making up the list of shareholders, having the right to participate in general assembly of shareholders;
- order of informing of shareholders on holding an assembly;
- the list of information materials,
- the form and text of ballet-paper.

The information on holding the general assembly of shareholders has to be brought to the notice of shareholders by means of sending them a written note (if the number of shareholders of company is not than 50 persons or by mean of publishing in the mass media not later than 30 days before the date of holding an assembly.

1. The shareholders, owners of ordinary shares of Joint-stock company have the right to vote at the general assembly on the questions put to the vote, and the shareholders, owners of privileged shares on the question, indicated in the paragraph 3 of the Article 19 of the present Law.

At every general assembly of shareholders, the list of shareholders having been presenting and having shares giving them the right to vote is conducted.

1. Accounting committee defines the presence of quorum for holding of general assembly, explains the issues of realisation of the right to vote at the assembly by shareholders (their representatives), the order of voting on issues of agenda of assembly, provides conditions and order of calculation of votes and summarises the results of voting, draws up a statement on the results of voting, delivers ballot-papers to the archives of the company.

The ballot-paper for voting should contain:
- full name of the Joint-stock company;
- date and time of holding general assembly of shareholders;
- wording of every issue, has be put for voting, versions of voting on every issue (for, against, refrained);
- signature of shareholder.
In case of voting on the issues of electing the member of the Council of the company or inspection committee (inspector) the ballot-paper should contain the information about the candidate (candidates) with indication of the last name, first name and middle name.

1. The supervisory Council (hereafter - the Council of the company) is elected from the shareholders or their representatives. The payment of work of the representative of shareholder in the Council is carried out by the shareholder himself.

The members of the council are not authorised to act on behalf of the company.

1. Taking decision on the next issues belong to the exclusive competence of the Council of the company:
   - determination of the priority directions of the work of the company;
   - calling of the annual and extraordinary general assemblies of shareholders of the company;
   - working out of proposals on the agenda of the general assembly of shareholders;
   - determining of the date, place and time of holding general assembly of shareholders;
   - making up the list of shareholders having the right to participate in the general assembly of shareholders and consideration of other issues connected with preparation and holding of the general assembly of shareholders ascribed to the competence of the Council according to the rules of the present Law;
   - increasing of the capital fund of the company by means of increasing the nominal value of shares or by means of placing of additional issue of shares by the company, if such a right is presented to the Council by the Charter of the company or decision of the general assembly of shareholders;
   - placing of bonds by the company and other securities, if the other one not stipulated by the Charter of the company;
   - determination of the market value of the property according to the requirements of the present Law - obtaining of the placed shares of the company, bonds and other securities in cases stipulated by the present Law;
   - the use of reserve or other funds of the company in the order, determined by the Charter of the company or decision of the general assembly of shareholders;
   - confirmation of organisational and practical documents of the company ascribed to the competence of the council by the Charter of the company;
   - establishment of agencies (brunches) and opening of the agencies of the company;
   - taking decision on participation of the company in the organizations of non-commercial Charter.

The council of the company can submit proposal for including into the agenda of the general assembly of shareholders, to represent the interest of the company in the court.

1. The members of the council of the company elected by the annual general assembly of shareholders, The number of the members of the Council of the company and the period of the authority of its members is set by the Charter of the company.

The members of the council of the company can be elected to it repeatedly. According to the decision of the general assembly of shareholders, authorities of any member (all members) of the council can be ceased a head of schedule.

1. The chairman of the council of the company is elected by the members of this council by ordinary majority of votes.

The council of the company has right to re-elect its chairman. The chairman of the council can not be a members or be at the head of executive body of the company.

1. The meeting of the council of the company is called according to the initiative of its chairman according to the demands of the members of the council of the company, inspection committee (inspector) or auditor, executive body of the company, and also of other persons, determined by the Charter of the company.

1. Management of the current activity of the company is carried out by its executive, administrative or personal body, chairman of the board, general director.

According to the Charter of the company the management of its current activity can be transferred to the board and general director (chairman of the board) simultaneously.

Establishment of executive bodies of the company and cessation of their authorities a head of schedule is carried out according to decision of the general assembly of shareholders if that is not ascribed to the competence of the council of the company according to the Charter of the company.
General director represents the interest of the company, makes bargains on behalf of the company, confirms staff issues orders and gives directions mandatory for execution by all employees of the company.

1. The collective executive body - board acts according to the present Law, Charter of the company and internal document of the company (by regulation, time-limit or other document), approved by general assembly of the shareholders of the company.
   The board is accountable to the