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Executive Board

The Executive Board (“EB”) is a collective or sole body which is part of an organizational structure alongside with General Meeting of Shareholders (“GM”) and the Board of Directors (“BoD”).  The collective EB is represented by its Direction and the sole EB acts through its General Director.

[...]

Division of Duties: The EB is responsible for the day-to-day business of the Company. The competence of the EB consists of all matters not related to competence of the GM and BoD. Decisions of the EB shall be executed via Minutes to be signed by all the EB members at the EB Meeting. An EB member shall not transfer its right to vote to another person, including another EB member. The EB is obliged to execute decisions of the GM and the BoD.

Composition: The employees of the Company who are not Shareholders can act as EB members. The number and quantitative composition of the EB members shall be defined by the BoD.

Appointment/Dismissal Competence: The EB members shall be appointed by the BoD. The term of offices shall be fixed by the BoD. The BoD is entitled to early terminate the term. The procedure for appointment, reappointment and dismissal of the EB shall be provided in the AoA and Bylaws of the Company.

Alternates: In case of absence, the BoD may appoint an authorized person to perform the duties of the absent EB member.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Tajikistan on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Centil Law before actually changing any board members in Tajikistan.

Appointment (if the competence vests with the Board of Directors)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of BoD Meeting.

Convening notice.

No.

As set out in the AoA and the Bylaws.

No.

No.

Yes, if all BoD members concur.
2

BoD Meeting.

Minutes of the BoD Meeting.

Yes, to be signed by the Secretary and the Chairman of the BoD Meeting.

At the date set out in the convening notice (unless waived, cf. Step 1).

Yes, original to be kept by the Company.

No.

No, however, meetings in absentia is possible if allowed in the AoA.
3

Filing with the Unified Register of Legal Entities.

(i) Application for recording changes;

(ii) Minutes of the BoD Meeting;

(iii) ID the new Chairman of the EB;

(iv) Extract from the Register of Legal Entities;

(v) Document confirming payment of state duty.

Yes, application to be signed by the new Chairman of the EB.

Within 5 business days following the BoD Meeting.

Yes, the original Minutes to be filed.

If the Minutes are drafted in English, a certified translation is to be filed.

No.

This Step only applies to appointment of a new Chairman of the EB.

Also, separate filings are required for companies engaged in banking and insurance activity.
1
Step 1
As set out in the AoA/Bylaws*
2
Step 2
0 days
3
Step 3
0-5 days

As set out in the AoA/Bylaws + 0-5 days**

*Unless Step 1 is waived.

**The possible need for a physical meeting and originals may take additional time.
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Dismissal (if the competence vests with the Board of Directors)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening the BoD Meeting.

Convening notice.

No.

As set out in the AoA and the Bylaws.

No.

No.

Yes, if all BoD members concur.
2

BoD Meeting.

Minutes of the BoD Meeting.

Yes, to be signed by the Secretary and the Chairman of the BoD Meeting.

At the date set out in the convening notice (unless waived, cf. Step 1).

Yes, original to be kept by the Company.

No.

No, however, meetings in absentia is possible if allowed in the AoA.

Filings are required only for companies engaged in banking and insurance activity.
1
Step 1
As set out in the AoA/Bylaws*
2
Step 2
0 days

As set out in the AoA/Bylaws**

*Unless Step 1 is waived.

**The possible need for a physical meeting and originals may take additional time.
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Centil Law has provided all input about changing board members in Tajikistan. Centil Law is a leading [...] full-service law firm with an integrated practice across Central Asia, the Caucasus and Iran. Centil's 50 lawyers and economists advise both international and domestic clients on complex transactions and pioneering projects with particular expertise in banking and finance, energy, M&A, tax and infrastructure.

For more information about Centil Law and changing board members in Tajikistan, please use the below contacts:

TEL: + 992 44 6009333
EMAIL: kerim.b@centil.law
WEB: www.centil.law