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Article 8
Shareholder's responsibility for the share value payment
- Within one year after the registration of the company in compliance with the laws of the Azerbaijan Republic the shareholder must fully pay the nominal value of shares subscribed by him.
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Within a period fixed at the founding meeting and not exceeding one year the shareholder must redeem the shares subscribed by him through full payment of their value. If he fails to do so, the shareholder must pay additionally 10 per cent of the overdue sum unless otherwise specified in the articles of association.
After expiration of the announced share purchase period the company can put the shares on the free market.
Article 9
Receipt of dividends and shares from the company by a shareholder
- The shareholder receives dividends from the company's annual profit in accordance with the value of shares owned by him or with the temporary certificate of shares ownership. The dividend size per each share is fixed at the general meeting of the shareholders.
- At the liquidation of the company the shareholder receives a share from its assets in compliance with Article 26 of the present Law.
Article 10
Transfer of shares
- The open type joint stock company's shareholder has a right to alienate (transfer) his share(s) in the order specified by the legislation of the Azerbaijan Republic.
- A closed type joint stock company's shareholder can transfer his share(s) to other persons only with approval of the majority of the company's members in the notarially attested order.
- If the shareholder was refused to transfer his share(s), he has a right to take away his share(s) value from the company.
- The shareholder intending to transfer his share must inform the company of that.
Article 11
Joint ownership of a share
If several persons jointly own a share then the said persons make use of the rights given by this share in compliance with the civil legislation of the Azerbaijan Republic.
They bear joint responsibility for the payment of the share nominal value.
Article 12
Shareholder's vote right
- Each shareholder has votes corresponding to share number which he owns.
- The shareholder who owns preference shares has no vote except in the cases specified by the articles of association.
- The shareholder who owns an ordinary share will lose his vote if he violates his obligations to buy or pay the share value irrespective of the number of shares in his ownership.
- The shareholder can exercise his vote either personally or by proxy through his representative.
- The procedure by which the shareholder exercises his vote is determined by the articles of association.
Article 13
Shareholder's right to receive information
- A shareholder has a right to attend the general meeting, to demand explanations from the members of the supervisory council and management, to make suggestions and remarks.
- The management of the company shall in the order prescribed by the articles of association not later than one week before the general meeting is held and by the shareholder's demand give him all necessary information about the matters included into the agenda.
- The company's management is obliged in the order prescribed by the articles of association and not later than 30 days before the general meeting of shareholders is held to place at their disposal the information about the company's activity, the supervisory council's and management's reports and other data.
- The management is obliged to give any shareholder an extract from the protocol of the meeting or its copy if he demands so.
Article 14
General meeting summoned by shareholders' demand
- If the shareholders who own not less than one tenth of the registered fund of the company will demand to summon a general meeting, the management is obliged to meet this demand.
- If the management within 30 days after such demand of shareholder(s) mentioned in subclause 1 fails to meet it, the supervisory council summons a general meeting within 30 days.
- If the supervisory council doesn't satisfy the said demand of shareholder(s) the latter(s) can apply to court.
Article 15
Auditing the company's activity by a shareholder's demand
- The shareholder(s) who own not less than one tenth of the company's registered funds can demand from the supervisory council to audit the enterprising activity of the company, indicating his (their) purposes and reasons for it.
- In case the supervisory council fails to fulfil within 30 days this demand, described in subclause 1 of this article, the shareholders can apply to the general meeting.
- If the general meeting fails to meet the shareholders' demand the latter(s) can apply to court.
Article 16
Alterations to the general meeting agenda by shareholders' demand
- The shareholder(s) who own not less than one tenth of the registered fund can demand to include this or that matter into the agenda of the general meeting not later than 10 days before it is held.
- The management shall put the matter suggested by shareholders on the agenda of the general meeting and inform the shareholders about it not later than a week before the meeting is held.
- If the management fails to fulfil the obligation described in subclause 2 of this article, the supervisory council must put the matter demanded by shareholders on the agenda of the general meeting within three days.
- If the supervisory council fails to meet the shareholders' demand, they can apply to the general meeting.
- If the general meeting fails to fulfil the shareholders' demand, he (they) can apply to court.
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