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Article 17
Registered fund of the company
- The minimum size of the company's registered fund is fixed for open-type companies as 10 million manats, and for closed type companies 5 million manats.
- The declared (announced) sum of the registered fund must be accrued within a year and the company is obliged to implement the state registration of its shares.
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The size of the registered fund can be altered by a general meeting's decision. The information of the general meeting on this matter must contain:
- the sum, way and reason for such alteration in the registered fund;
- the project for alterations in the articles of association due to changes made in the registered fund;
- the nominal value, quantity, total sum of new shares intended to issue;
- the date of subscription for the new shares intended to issue.
- The company can increase the registered fund if all earlier issued shares are paid off not lower than their nominal value (with the exception of the cases when it was increased by property transfer). The registered fund is increased through issue of shares, exchange of debentures for shares and increase of the nominal value of shares.
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The decision about the decrease or increase in the registered fund of the company is made as specified by the articles of association.
The decrease of the registered fund is implemented through decrease of the nominal value of shares or withdrawal from circulation and liquidation of them. In accordance with the articles of association and with a decision of the general meeting of shareholders the shares intended for liquidation in order to decrease the registered fund, but not liquidated within a year, are considered as invalid and the corresponding sums (shares) are to be returned.
- The issue of shares to compensate for the company's losses is forbidden.
- The joint stock company shall as specified by the Ministry of Finance of the Azerbaijan Republic annually publish in the press messages about its activity. Responsibility for the reliability of the published information is borne by the joint stock company and its responsible persons.
Article 18
Shares of the company
- The share is indivisible. If several persons own one share they considered as one member of the company.
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Shares can be registered and payable to bearer. Shares are issued only after the full payment of their value.
Natural persons can own only registered shares.
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The company can also issue preference shares. The total sum of the preference shares cannot exceed 10 per cent of the registered fund of the company.
The preference shares owners have no vote unless otherwise specified by the articles of association of the company.
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In order to resell, sell shares to its employees the company can repurchase them. The redeemed shares must be sold within a year.
Within the said period these shares are not to be taken into account for voting at the general meeting of the company and in the profit distribution.
Article 19
Reserve fund of the company
The company creates a reserve fund as specified by the articles of association of the company. The minimum size of the reserve fund must not be less than 15 per cent, and the maximum size must not exceed 25 per cent of the registered fund. The reserve fund is created by way of deductions from the balance profit of the company. The exact size of such deductions must be specified by the articles of association within 5-10 per cent of the profit.
Article 20
Property of the company
- The company owns the property placed at its disposal by shareholders (founders), products of its economic activity, gained profit, as well as the property acquired on a legal basis.
- The shareholders (founders) can contribute their shares into the registered fund of the company in the form of buildings, equipment, valuable articles, securities, rights to use land, water and other natural resources, financial resources, including hard currency.
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