Supervisory Board

The Supervisory Board (“SB”) is a collective body conducting general management and supervision over the activity of the Executive Body (“EB”). Together with the General Meeting of Participants (“GM”) and the EB, the SB form the organizational structure of a Limited Liability Company (“LLC”) under Tajik legislation. Meantime, establishment of the SB is not mandatory for an LLC and thus, matters related to formation, competence and termination of the SB shall be specified in the Articles of Association (“AoA”).  The SB is accountable to the GM as the supreme governing body of an LLC according to the legislation of Tajikistan.

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Division of Duties: In general, as a management body accountable to the GM, the SB performs control over the EB’s activity, i.e. supervises the activity of the EB pertaining to the execution of GM’s instructions/resolutions, compliance with the legislation and financial matters. Meantime, specific duties of the SB shall be determined in the AoA along with the issues related to formation and termination of the powers of SB.

Composition: The composition of the SB shall be determined in the AoA. Meantime, only individuals are eligible to act as SB members. EB members shall not comprise more than ¼ of the composition of the SB. Moreover, a person performing the functions of the sole EB may not be appointed as the Chairman of the SB.

Appointment/Dismissal Competence:  The legislation does not provide for any specific requirement in regard to the procedure of appointment, reappointment and termination of the SB. Therefore, this procedure shall be determined in the AoA.

Alternates: The rights of the SB member cannot be exercised by a third party, including by another SB 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
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 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 specified in the convening notice (unless waived, cf. Step 1) or the AoA for the annual GM.

Yes, the 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.

Filing requirement are set 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.

Dismissal
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.

Fee quote

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