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Executive Board

The Executive Body (“EB”) is a collective or sole management body of a Limited Liability Company (“LLC”) which is part of an organizational structure along the General Meeting of Participants (“GM”) and Supervisory Body (“SB”) (if established). The EB is accountable to the GM and the SB (if established). The collective EB shall be represented by its Direction and a sole EB acts through its General Director.

[...]

Division of Duties: The EB is responsible for the day-to-day business of the LLC. Competence of the EB consists of all matters not related to competence of the GM and the SB (if established). The EB represents the LLC without Power of Attorney (“PoA”) and may issue PoA to any third party granting rights to represent the LLC including assignable PoAs. Moreover, the sole EB is entitled to hire and dismiss employees, transfer them to other positions, enter into employment contracts, determined the remuneration system, adopt incentive measures and take disciplinary actions.

Composition: The number of the collective EB members shall be determined in the AoA and the Bylaws of the LLC where 1 member is the Chairman. The Sole EB member is titled as General Director. An EB member or the General Director can be Participant in the LLC. Meantime, the General Director may not exercise the power of the Chairman of the SB in the LLC.

Appointment/Dismissal Competence: The EB members are appointed by the GM. The procedure of their appointment, reappointment and dismissal of the EB members shall be determined in the AoA and the Bylaws of the LLC.

Alternates: In case of absence, the GM may appoint an authorized person to perform the duties of the 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
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

No.

As set out in the AoA, however, at least 30 calendar days prior to a GM.

Yes, original to be delivered to the Participants.

No.

Yes, if all Participants concur.
2

GM.

Minutes of the GM.

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

At the date set out in the convening notice (unless waived, cf. Step 1) or the AoA for the annual GM.

Yes, original to be filed in the Minute Book which is kept by the EB.

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 GM;

(iii) ID the new General Director;

(iv) Extract from the Register of Legal Entities;

(v) Document confirming payment of state duty.

Yes, application to be signed by the newly appointed General Director.

Within 5 business days following the GM.

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 General Director.

Also, separate filings are required for companies engaged in banking and insurance activity.
1
Step 1
>30 days*
2
Step 2
0 days
3
Step 3
0-5 days

0-35 days**

*However, less than 30 days possible if Step 1 is waived.

**The possible need for a physical meeting and originals may take additional time.
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Dismissal
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

No.

As set out in the AoA, however, at least 30 calendar days prior to a GM.

Yes, original to be delivered to the Participants.

No.

Yes, if all Participants concur.
2

GM.

Minutes of the GM.

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

At the date set out in the convening notice (unless waived, cf. Step 1) or the AoA for the annual GM.

Yes, original to be filed in the Minute Book which is kept by the EB.

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
>30 days*
2
Step 2
0 days

0-30 days**

*However, less than 30 days possible if 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